Common use of Trademark Applications Clause in Contracts

Trademark Applications. Registered Owner Xxxx Application No. Date Filed A. Reference is made to the ABL Credit and Guaranty Agreement dated as of April 30, 2014 (as it may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, certain Subsidiaries of the Borrower party thereto, the Lenders party thereto and Xxxxxxx Sachs Bank USA, as Administrative Agent and Collateral Agent. B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Pledge and Security Agreement referred to therein. C. The Grantors have entered into the Pledge and Security Agreement in order to induce the Lenders to make Loans. Section 6.15 of the Pledge and Security Agreement provides that additional Restricted Subsidiaries of the Borrower may become Grantors under the Pledge and Security Agreement by execution and delivery of an instrument substantially in the form of this Supplement. The undersigned Restricted Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Grantor under the Pledge and Security Agreement in order to induce the Lenders and Issuing Banks to make additional Loans and other Credit Extensions and as consideration for Loans and other Credit Extensions previously made. Accordingly, the Collateral Agent and the New Subsidiary agree as follows: Section 1. In accordance with Section 6.14 of the Pledge and Security Agreement, the New Subsidiary by its signature below becomes a Grantor under the Pledge and Security Agreement with the same force and effect as if originally named therein as a Grantor and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Pledge and Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct in all material respects on and as of the date hereof; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date. In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Secured Obligations does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Subsidiary’s right, title and interest in, to and under the Collateral (as defined in the Pledge and Security Agreement) of the New Subsidiary. Each reference to a “Grantor” in the Pledge and Security Agreement shall be deemed to include the New Subsidiary. The Pledge and Security Agreement is hereby incorporated herein by reference. Section 2. The New Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity. Section 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received a counterpart of this Supplement that bears the signature of the New Subsidiary and the Collateral Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile or electronic (including .pdf file) transmission shall be as effective as delivery of a manually signed counterpart of this Supplement. Section 4. The New Subsidiary hereby represents and warrants that (a) Schedule I sets forth, as of the date hereof, the true and correct legal name of the New Subsidiary, its jurisdiction of organization and the location of its chief executive office, (b) Schedule II sets forth, as of the date hereof, a true and complete list of (i) all the Pledged Equity and Pledged Debt owned by the New Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity owned by the New Subsidiary and (ii) includes all Equity Interests, Promissory Notes and Instruments owned by the New Subsidiary that are required to be pledged under the Pledge and Security Agreement in order to satisfy the Collateral and Guarantee Requirement, (c) Schedule III sets forth, as of the date hereof, a true and complete list of (i) all Copyrights owned by the New Subsidiary and that have been registered with the United States Copyright Office and all Copyrights owned by the New Subsidiary for which United States registration applications are pending, (ii) all exclusive Copyright Licenses under which the New Subsidiary is a licensee, (iii) all Patents that have been granted by the United States Patent and Trademark Office and that are owned by the New Subsidiary and all Patents for which United States registration applications by such New Subsidiary are pending and (iv) all Trademarks that have been registered with the United States Patent and Trademark Office and all Trademarks for which United States registration applications by such New Subsidiary are pending, in each case truly and completely specifying the name of the registered owner, title, type or xxxx, registration or application number, expiration date (if already registered) or filing date, a brief description thereof and, if applicable, the licensee and licensor and (d) Schedule IV sets forth, as of the date hereof, each Commercial Tort Claim of the New Subsidiary where the amount of damages claimed by the New Subsidiary is in excess of $3,000,000 in existence on the date of this Agreement. Section 5. Except as expressly supplemented hereby, the Pledge and Security Agreement shall remain in full force and effect. Section 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Trademark Applications. Registered Owner Xxxx Application No. Date FiledFiled Advanced Technology Materials, Inc. TITANKLEAN 86/086,596 10/9/2013 Advanced Technology Materials, Inc. EVOLV 85/670,401 7/6/2012 Advanced Technology Materials, Inc. NxTi 86/125,042 11/21/2013 Entegris, Inc. iCON LC (Jetalon)/US 85/826984 1/18/2013 Entegris, Inc. iCON LIQUID CONTROLLER/US 85/827030 1/18/2013 Entegris, Inc. EXIMOR/US 85/790071 11/29/2012 Exhibit I [FORM OF] SUPPLEMENT NO. dated as of [—], to the Term Pledge and Security Agreement dated as of April 30, 2014 (as it may be amended, supplemented or otherwise modified from time to time, the “Pledge and Security Agreement”), among ENTEGRIS, INC., a Delaware corporation (the “Borrower”), the other GRANTORS party thereto from time to time and XXXXXXX XXXXX BANK USA, as Collateral Agent for the Secured Parties. A. Reference is made to the ABL Term Credit and Guaranty Agreement dated as of April 30, 2014 (as it may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, certain Subsidiaries of the Borrower party thereto, the Lenders party thereto and Xxxxxxx Sachs Bank USA, as Administrative Agent and Collateral Agent. B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Pledge and Security Agreement referred to therein. C. The Grantors have entered into the Pledge and Security Agreement in order to induce the Lenders to make Loans. Section 6.15 6.14 of the Pledge and Security Agreement provides that additional Restricted Subsidiaries of the Borrower may become Grantors under the Pledge and Security Agreement by execution and delivery of an instrument substantially in the form of this Supplement. The undersigned Restricted Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Grantor under the Pledge and Security Agreement in order to induce the Lenders and Issuing Banks to make additional Loans and other Credit Extensions and as consideration for Loans and other Credit Extensions previously made. Accordingly, the Collateral Agent and the New Subsidiary agree as follows: Section 1. In accordance with Section 6.14 of the Pledge and Security Agreement, the New Subsidiary by its signature below becomes a Grantor under the Pledge and Security Agreement with the same force and effect as if originally named therein as a Grantor and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Pledge and Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct in all material respects on and as of the date hereof; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date. In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Secured Obligations does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Subsidiary’s right, title and interest in, to and under the Collateral (as defined in the Pledge and Security Agreement) of the New Subsidiary. Each reference to a “Grantor” in the Pledge and Security Agreement shall be deemed to include the New Subsidiary. The Pledge and Security Agreement is hereby incorporated herein by reference. Section 2. The New Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity. Section 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received a counterpart of this Supplement that bears the signature of the New Subsidiary and the Collateral Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile or electronic (including .pdf file) transmission shall be as effective as delivery of a manually signed counterpart of this Supplement. Section 4. The New Subsidiary hereby represents and warrants that (a) Schedule I sets forth, as of the date hereof, the true and correct legal name of the New Subsidiary, its jurisdiction of organization and the location of its chief executive office, (b) Schedule II sets forth, as of the date hereof, a true and complete list of (i) all the Pledged Equity and Pledged Debt owned by the New Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity owned by the New Subsidiary and (ii) includes all Equity Interests, Promissory Notes and Instruments owned by the New Subsidiary that are required to be pledged under the Pledge and Security Agreement in order to satisfy the Collateral and Guarantee Requirement, (c) Schedule III sets forth, as of the date hereof, a true and complete list of (i) all Copyrights owned by the New Subsidiary and that have been registered with the United States Copyright Office and all Copyrights owned by the New Subsidiary for which United States registration applications are pending, (ii) all exclusive Copyright Licenses under which the New Subsidiary is a licensee, (iii) all Patents that have been granted by the United States Patent and Trademark Office and that are owned by the New Subsidiary and all Patents for which United States registration applications by such New Subsidiary are pending and (iv) all Trademarks that have been registered with the United States Patent and Trademark Office and all Trademarks for which United States registration applications by such New Subsidiary are pending, in each case truly and completely specifying the name of the registered owner, title, type or xxxx, registration or application number, expiration date (if already registered) or filing date, a brief description thereof and, if applicable, the licensee and licensor and (d) Schedule IV sets forth, as of the date hereof, each Commercial Tort Claim of the New Subsidiary where the amount of damages claimed by the New Subsidiary is in excess of $3,000,000 in existence on the date of this Agreement. Section 5. Except as expressly supplemented hereby, the Pledge and Security Agreement shall remain in full force and effect. Section 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Trademark Applications. Registered Owner Xxxx Application No. Date Filed A. Reference is made to the ABL Term Credit and Guaranty Agreement dated as of April 30, 2014 (as it may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, certain Subsidiaries of the Borrower party thereto, the Lenders party thereto and Xxxxxxx Sachs Bank USA, as Administrative Agent and Collateral Agent. B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Pledge and Security Agreement referred to therein. C. The Grantors have entered into the Pledge and Security Agreement in order to induce the Lenders to make Loans. Section 6.15 6.14 of the Pledge and Security Agreement provides that additional Restricted Subsidiaries of the Borrower may become Grantors under the Pledge and Security Agreement by execution and delivery of an instrument substantially in the form of this Supplement. The undersigned Restricted Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Grantor under the Pledge and Security Agreement in order to induce the Lenders and Issuing Banks to make additional Loans and other Credit Extensions and as consideration for Loans and other Credit Extensions previously made. Accordingly, the Collateral Agent and the New Subsidiary agree as follows: Section 1. In accordance with Section 6.14 of the Pledge and Security Agreement, the New Subsidiary by its signature below becomes a Grantor under the Pledge and Security Agreement with the same force and effect as if originally named therein as a Grantor and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Pledge and Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct in all material respects on and as of the date hereof; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date. In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Secured Obligations does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Subsidiary’s right, title and interest in, to and under the Collateral (as defined in the Pledge and Security Agreement) of the New Subsidiary. Each reference to a “Grantor” in the Pledge and Security Agreement shall be deemed to include the New Subsidiary. The Pledge and Security Agreement is hereby incorporated herein by reference. Section 2. The New Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity. Section 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received a counterpart of this Supplement that bears the signature of the New Subsidiary and the Collateral Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile or electronic (including .pdf file) transmission shall be as effective as delivery of a manually signed counterpart of this Supplement. Section 4. The New Subsidiary hereby represents and warrants that (a) Schedule I sets forth, as of the date hereof, the true and correct legal name of the New Subsidiary, its jurisdiction of organization and the location of its chief executive office, (b) Schedule II sets forth, as of the date hereof, a true and complete list of (i) all the Pledged Equity and Pledged Debt owned by the New Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity owned by the New Subsidiary and (ii) includes all Equity Interests, Promissory Notes and Instruments owned by the New Subsidiary that are required to be pledged under the Pledge and Security Agreement in order to satisfy the Collateral and Guarantee Requirement, (c) Schedule III sets forth, as of the date hereof, a true and complete list of (i) all Copyrights owned by the New Subsidiary and that have been registered with the United States Copyright Office and all Copyrights owned by the New Subsidiary for which United States registration applications are pending, (ii) all exclusive Copyright Licenses under which the New Subsidiary is a licensee, (iii) all Patents that have been granted by the United States Patent and Trademark Office and that are owned by the New Subsidiary and all Patents for which United States registration applications by such New Subsidiary are pending and (iv) all Trademarks that have been registered with the United States Patent and Trademark Office and all Trademarks for which United States registration applications by such New Subsidiary are pending, in each case truly and completely specifying the name of the registered owner, title, type or xxxx, registration or application number, expiration date (if already registered) or filing date, a brief description thereof and, if applicable, the licensee and licensor and (d) Schedule IV sets forth, as of the date hereof, each Commercial Tort Claim of the New Subsidiary where the amount of damages claimed by the New Subsidiary is in excess of $3,000,000 in existence on the date of this Agreement. Section 5. Except as expressly supplemented hereby, the Pledge and Security Agreement shall remain in full force and effect. Section 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.