AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • February 26th, 2015 • Eteris B.V. • Semiconductors & related devices
THIS AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT (this “Amendment No. 2”) is made and entered into as of February 26, 2015, by and among: APPLIED MATERIALS, INC., a Delaware corporation (“Applied”); TOKYO ELECTRON LIMITED, a Japanese corporation (kabushiki kaisha) (“TEL”); and ETERIS B.V. (formerly known as TEL-Applied Holdings B.V.), a Netherlands private limited liability corporation (besloten vennootschap) (“HoldCo”), and amends that certain Business Combination Agreement, dated as of September 24, 2013, by and among Applied, TEL and (by joinder) HoldCo, Applied U.S. HoldCo and Applied Merger Sub, as amended by that certain Amendment No. 1 to Business Combination Agreement, dated as of February 14, 2014, by and among Applied, TEL and HoldCo (the “BCA”).
MUTUAL TERMINATION AGREEMENTMutual Termination Agreement • April 27th, 2015 • Eteris B.V. • Semiconductors & related devices • Delaware
THIS MUTUAL TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of April 26, 2015 (U.S.) and April 27, 2015 (Japan), by and among: APPLIED MATERIALS, INC., a Delaware corporation (“Applied”); TOKYO ELECTRON LIMITED, a Japanese corporation (kabushiki kaisha) (“TEL”); and ETERIS B.V., a Netherlands private limited liability corporation (besloten vennootschap) (“Eteris”).
