DuPont De Nemours, Inc. Sample Contracts

DowDuPont Inc. INDENTURE Dated as of November 28, 2018 DEBT SECURITIES U.S. Bank National Association Trustee
Indenture • November 28th, 2018 • DowDuPont Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

INDENTURE dated as of November 28, 2018, among DowDuPont Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).

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AMENDED & RESTATED TAX MATTERS AGREEMENT by and among DOWDUPONT INC., DOW INC., and CORTEVA, INC., dated as of June 1, 2019
Tax Matters Agreement • June 3rd, 2019 • DuPont De Nemours, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware

This AMENDED & RESTATED TAX MATTERS AGREEMENT (the “Agreement”), dated as of June 1, 2019, is entered into by and among DOWDUPONT INC., a Delaware corporation, DOW INC., a Delaware corporation and a wholly-owned subsidiary of DowDuPont, and CORTEVA, INC., a Delaware corporation and a wholly-owned subsidiary of DowDuPont.

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EMPLOYEE MATTERS AGREEMENT by and among DOWDUPONT INC., DOW INC., and CORTEVA, INC. Effective as of April 1, 2019
Employee Matters Agreement • April 2nd, 2019 • DowDuPont Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware

This EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated effective as of April 1, 2019, by and among DowDuPont Inc., a Delaware corporation (“DowDuPont” or “SpecCo”), Dow Inc., a Delaware corporation (“Dow” or “MatCo”), and Corteva, Inc., a Delaware corporation (“AgCo”). Each of SpecCo, MatCo, and AgCo is sometimes referred to herein as a “Party” and collectively as the “Parties.”

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SEPARATION AND DISTRIBUTION AGREEMENT by and among CORTEVA, INC., DOW INC., and DOWDUPONT INC. Dated as of April 1, 2019
Separation and Distribution Agreement • April 2nd, 2019 • DowDuPont Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware

SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of April 1, 2019, by and among DowDuPont Inc., a Delaware corporation (“DowDuPont” or “SpecCo”), Dow Inc., a Delaware corporation (“MatCo”) and Corteva, Inc., a Delaware corporation (“AgCo”). Each of SpecCo, MatCo and AgCo is sometimes referred to herein as a “Party” and collectively, as the “Parties.”

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TAX MATTERS AGREEMENT BY AND AMONG DUPONT DE NEMOURS, INC., NUTRITION & BIOSCIENCES, INC. AND INTERNATIONAL FLAVOR & FRAGRANCES INC. FEBRUARY 1, 2021
Tax Matters Agreement • February 4th, 2021 • DuPont De Nemours, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into by and among DuPont de Nemours, Inc., a Delaware corporation (“Remainco”), Nutrition & Biosciences, Inc., a Delaware corporation and wholly owned subsidiary of Remainco (“Spinco,” and together with Remainco, the “Companies,” and each a “Company”), and International Flavors & Fragrances Inc., a New York corporation (“RMT Partner,” and together with Remainco and Spinco, the “Parties,” and each a “Party”).

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MATCO/AGCO INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT by and among DOW INC., MATCO LICENSORS, MATCO LICENSEES, CORTEVA, INC., AGCO LICENSORS and AGCO LICENSEES Dated as of April 1, 2019
Intellectual Property Cross License Agreement • April 2nd, 2019 • DowDuPont Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware

This MATCO/AGCO INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT (this “Agreement”), dated as of April 1, 2019 (the “Effective Date”), is entered into by and among Corteva, Inc., a Delaware corporation (“AgCo”), the AgCo Licensors and the AgCo Licensees, on the one hand, and Dow Inc., a Delaware corporation (“MatCo”), the MatCo Licensors and the MatCo Licensees, on the other hand (each of AgCo and MatCo, a “Party” and together, the “Parties”).

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AGCO/SPECCO INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT by and among CORTEVA, INC., AGCO LICENSORS, AGCO LICENSEES, DOWDUPONT INC., SPECCO LICENSORS and SPECCO LICENSEES Dated as of June 1, 2019
Intellectual Property Cross License Agreement • June 3rd, 2019 • DuPont De Nemours, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware

This AGCO/SPECCO INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT (this “Agreement”), dated as of June 1, 2019 (the “Effective Date”), is entered into by and among Corteva, Inc., a Delaware corporation (“AgCo”), the AgCo Licensors and the AgCo Licensees, on the one hand, and DowDuPont Inc., a Delaware corporation (“SpecCo”), the SpecCo Licensors and the SpecCo Licensees, on the other hand (each of AgCo and SpecCo, a “Party” and together, the “Parties”).

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MEMORANDUM OF UNDERSTANDING
Memorandum of Understanding • January 22nd, 2021 • DuPont De Nemours, Inc. • Plastic materials, synth resins & nonvulcan elastomers
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AMENDMENT NO. 2 TO THE SEPARATION AND DISTRIBUTION AGREEMENT
Separation and Distribution Agreement • February 4th, 2021 • DuPont De Nemours, Inc. • Plastic materials, synth resins & nonvulcan elastomers

This Amendment No. 2 (this “Second Amendment”) to the Separation and Distribution Agreement, dated as of December 15, 2019 (the “Original SDA”), as amended by that certain Amendment No. 1 to the Separation and Distribution Agreement, dated as of January 22, 2021 (the “Agreement”), is made as of February 1, 2021 by and among DuPont de Nemours, Inc., a Delaware corporation (“Remainco”), Nutrition & Biosciences, Inc., a Delaware corporation and wholly owned Subsidiary of Remainco (“Spinco”), International Flavors & Fragrances Inc., a New York corporation (“RMT Partner”) and Neptune Merger Sub II LLC, a Delaware limited liability company and wholly owned Subsidiary of RMT Partner (“Merger Sub II”). Capitalized terms used in this Second Amendment but not defined herein shall have the meanings given to them in the Agreement.

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INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT
Intellectual Property Cross-License Agreement • February 4th, 2021 • DuPont De Nemours, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware

This INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT (this “Agreement”), dated as of February 1, 2021 (the “Effective Date”), is entered into by and between Nutrition & Biosciences, Inc., a Delaware corporation (“Spinco”), the Spinco Licensors and the Spinco Licensees, on the one hand, and DuPont de Nemours, Inc., a Delaware corporation (“Remainco”) the Remainco Licensors and the Remainco Licensees, on the other hand (each of Spinco and Remainco, a “Party” and together, the “Parties”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 29th, 2020 • DuPont De Nemours, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is hereby entered into as of December 28, 2020 (the “Effective Date”) by and between DuPont de Nemours, Inc. (the “Company”) and Edward D. Breen (the “Executive” and, together with the Company, the “Parties” and each a “Party”).

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CLASS ACTION SETTLEMENT AGREEMENT
Class Action Settlement Agreement • June 30th, 2023 • DuPont De Nemours, Inc. • Plastic materials, synth resins & nonvulcan elastomers • South Carolina

This Settlement Agreement (including its Exhibits) is entered into, subject to Preliminary and Final Approval of the Court, as of June 30, 2023 (the “Settlement Date”), by and among (i) Class Representatives, individually and on behalf of the Settlement Class Members, by and through Class Counsel, and (ii) defendants The Chemours Company, The Chemours Company FC, LLC, DuPont de Nemours, Inc., Corteva, Inc., and E.I. DuPont de Nemours and Company n/k/a EIDP, Inc. (each, a “Settling Defendant” and collectively, “Settling Defendants”).

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LETTER AGREEMENT
Letter Agreement • June 3rd, 2019 • DuPont De Nemours, Inc. • Plastic materials, synth resins & nonvulcan elastomers

This letter agreement (this “Agreement”), effective June 1, 2019, is made by and between DowDuPont Inc, a Delaware corporation (“SpecCo”) and Corteva, Inc., a Delaware corporation (“AgCo”). Reference is made to that certain Separation and Distribution Agreement, dated as of April 1, 2019, (the “SDA”), by and among SpecCo, AgCo and Dow Inc., a Delaware Corporation (“MatCo”) and that certain Employee Matters Agreement, dated as of April 1, 2019 (the “EMA”), by and among SpecCo, AgCo and MatCo. Capitalized terms used herein without definition have the meaning given to them in the SDA. SpecCo and AgCo are referred to herein as the “Letter Parties”.

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MATCO/SPECCO INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT by and between DOW INC. et al. and DOWDUPONT INC. et al. Dated as of April 1, 2019
Intellectual Property Cross License Agreement • April 2nd, 2019 • DowDuPont Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware

This MATCO/SPECCO INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT (this “Agreement”), dated as of April 1, 2019 (the “Effective Date”), is entered into by and among DowDuPont Inc., a Delaware corporation (“SpecCo”), the SpecCo Licensors and the SpecCo Licensees, on the one hand, and Dow Inc., a Delaware corporation (“MatCo”), the MatCo Licensors and the MatCo Licensees, on the other hand (each of SpecCo and MatCo, a “Party” and together, the “Parties”).

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VOTING AGREEMENT by and between DUPONT DE NEMOURS, INC. and WINDER INVESTMENT PTE. LTD. DATED AS OF DECEMBER 15, 2019
Voting Agreement • December 19th, 2019 • DuPont De Nemours, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware

VOTING AGREEMENT, dated as of December 15, 2019 (the “Agreement”), by and between DuPont de Nemours, Inc., a Delaware corporation (“Remainco”), and Winder Investment Pte. Ltd., a private company limited by shares and incorporated in Singapore (the “Shareholder”).

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DOWDUPONT INC. Debt Securities UNDERWRITING AGREEMENT
Underwriting Agreement • November 28th, 2018 • DowDuPont Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

DowDuPont Inc., a Delaware corporation (the “Company”), proposes to issue and sell from time to time certain of its debt securities registered under the registration statement referred to in Section 1(a) (“Securities”). The Securities will be issued under an indenture, dated as of the date of the Closing, between the Company and U.S. Bank National Association, as Trustee, as supplemented through the date of the Closing, as defined below (the “Indenture”), and will have varying designations, interest rates and times of payment of any interest, maturities, redemption provisions and other terms, with all such terms for any particular series of the Securities being determined at the time of the sale. Particular series of the Securities may be sold to you and to such other firms on whose behalf you may act for resale in accordance with terms of offering determined at the time of sale. The Securities involved in any such offering are hereinafter referred to as the “Purchased Securities”. The

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DUPONT DE NEMOURS, INC. and U.S. BANK NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of May 1, 2020 to INDENTURE Dated as of November 28, 2018 2.169% Notes due 2023
Second Supplemental Indenture • May 1st, 2020 • DuPont De Nemours, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

SECOND SUPPLEMENTAL INDENTURE, dated as of May 1, 2020 (this “Second Supplemental Indenture”), between DUPONT DE NEMOURS, INC., a Delaware corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”), under the Base Indenture (as defined below).

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TRANSACTION AGREEMENT BY AND AMONG DUPONT DE NEMOURS, INC., DUPONT E&I HOLDING, INC. AND CELANESE CORPORATION Dated as of February 17, 2022
Transaction Agreement • February 22nd, 2022 • DuPont De Nemours, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware

Transaction Agreement, dated as of February 17, 2022 (this “Agreement”), by and between DuPont de Nemours, Inc., a Delaware corporation (“Dublin”), DuPont E&I Holding, Inc. (f/k/a Danisco European Holding, Inc.), a Delaware corporation (“US HoldCo”, and together with Dublin, “Seller”) and Celanese Corporation, a Delaware corporation (“Buyer”). Each of Seller and Buyer shall hereinafter be referred to as a “Party” and, together, as the “Parties”.

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Translation from German [DuPont logo] Dupont Deutschland Holding GmbH & Co. KG Hugenottenallee 173-175 63263 Neu-Isenburg Telephone: +49 (0) 202 7699-360 Telefax: +49 (0) 202 7699-5975 EMPLOYMENT CONTRACT by and between Dr. Matthias Heinzel...
Employment Contract • May 5th, 2020 • DuPont De Nemours, Inc. • Plastic materials, synth resins & nonvulcan elastomers
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UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
Merger Agreement • October 26th, 2017 • DowDuPont Inc. • Plastic materials, synth resins & nonvulcan elastomers

Effective August 31, 2017, pursuant to the merger of equals transaction contemplated by the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017 (the "Merger Agreement"), The Dow Chemical Company ("Dow") and E. I. du Pont de Nemours and Company ("DuPont") each merged with wholly owned subsidiaries of DowDuPont Inc. ("DowDuPont" or the "Company") (the "Mergers") and, as a result of the Mergers, Dow and DuPont became subsidiaries of DowDuPont (collectively, the "Merger").

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EMPLOYEE MATTERS AGREEMENT by and among NUTRITION & BIOSCIENCES, INC., DUPONT DE NEMOURS, INC., and INTERNATIONAL FLAVORS & FRAGRANCES INC. Dated as of December 15, 2019
Employee Matters Agreement • December 18th, 2019 • DuPont De Nemours, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware

EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of December 15, 2019, by and among DuPont de Nemours, Inc., a Delaware corporation (“Remainco”), Nutrition & Biosciences, Inc., a Delaware corporation (“Spinco”), and International Flavors & Fragrances Inc., a New York corporation (“RMT Partner”). Each of Remainco, Spinco and RMT Partner is sometimes referred to herein as a “Party” and collectively, as the “Parties.”

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By Email Edward D. Breen Re: Continued Employment Dear Ed:
Employment Agreement • February 7th, 2023 • DuPont De Nemours, Inc. • Plastic materials, synth resins & nonvulcan elastomers

We take pleasure in confirming for you in this letter agreement (this “Letter Agreement”) our intent for your continued employment as Chief Executive Officer (“CEO”) of DuPont de Nemours, Inc. (the “Company”) upon the expiration of your current amended and restated employment agreement with the Company dated as of December 28, 2020 (as it may be further amended, the “Employment Agreement”).

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JOINT FILING AGREEMENT
Joint Filing Agreement • September 8th, 2017 • DowDuPont Inc. • Plastic materials, synth resins & nonvulcan elastomers

Each of the undersigned hereby agrees that this Amendment No. 3, dated September 8, 2017, to the Schedule 13D with respect to the common stock, par value $0.0001 per share, of AgroFresh Solutions, Inc. (the “Schedule 13D”), is, and any and all subsequent amendments thereto shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Joint Filing Agreement (this “Agreement”) shall be included as an exhibit to Amendment No. 3 to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of Amendment No. 3 to the Schedule 13D and any subsequent amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other party, except to the extent that it knows or has reas

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Amendment to the Employee Matters Agreement
Employee Matters Agreement • January 25th, 2021 • DuPont De Nemours, Inc. • Plastic materials, synth resins & nonvulcan elastomers

This Amendment to the Employee Matters Agreement (this “Amendment”) by and among Nutrition & Biosciences, Inc. (“Spinco”), DuPont de Nemours, Inc. (“Remainco”) and International Flavors & Fragrances Inc. (“RMT Partner” and, together with Spinco and Remainco, the “Parties”) dated as of January 22, 2021.

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JOINT FILING AGREEMENT
Joint Filing Agreement • September 11th, 2017 • DowDuPont Inc. • Plastic materials, synth resins & nonvulcan elastomers

Each of the undersigned hereby agrees that this Amendment No. 2, dated September 11, 2017, to the Schedule 13G with respect to the common stock, par value $0.001 per share, of Pfenex Inc. (the “Schedule 13G”), is, and any and all subsequent amendments thereto shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Joint Filing Agreement (this “Agreement”) shall be included as an exhibit to Amendment No. 2 to the Schedule 13G and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of Amendment No. 2 to the Schedule 13G and any subsequent amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other party, except to the extent that it knows or has reason to believe

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DUPONT DE NEMOURS, INC. Debt Securities UNDERWRITING AGREEMENT
Underwriting Agreement • May 1st, 2020 • DuPont De Nemours, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

DuPont de Nemours, Inc., a Delaware corporation (the “Company”), proposes to issue and sell from time to time certain of its debt securities registered under the registration statement referred to in Section 1(a) (“Securities”). The Securities will be issued under an indenture, dated as of November 28, 2018, between the Company and U.S. Bank National Association, as Trustee, as supplemented through the Closing Date, as defined below (the “Indenture”), and will have varying designations, interest rates and times of payment of any interest, maturities, redemption provisions and other terms, with all such terms for any particular series of the Securities being determined at the time of the sale. Particular series of the Securities may be sold to you and to such other firms on whose behalf you may act for resale in accordance with terms of offering determined at the time of sale. The Securities involved in any such offering are hereinafter referred to as the “Purchased Securities.” The fir

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