Dow Chemical Co /De/ Sample Contracts

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SUPPLEMENTAL INDENTURE
Supplemental Indenture • October 8th, 1999 • Dow Chemical Co /De/ • Chemicals & allied products • New York
Exhibit 1.1 THE DOW CHEMICAL COMPANY (a Delaware corporation) 5.75% Notes due 2009 UNDERWRITING AGREEMENT Dated: November 6, 2002 Table of Contents
Underwriting Agreement • November 15th, 2002 • Dow Chemical Co /De/ • Chemicals & allied products • New York
JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing on Schedule 13D (including amendments thereto) with respect to the common stock,...
Joint Filing Agreement • October 5th, 1998 • Dow Chemical Co /De/ • Chemicals & allied products

In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.001 per share of Mycogen Corporation, a California corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(f)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making such filings, unless such person knew or had reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.

AND
Indenture • October 8th, 1999 • Dow Chemical Co /De/ • Chemicals & allied products • New York
AGREEMENT AND PLAN OF MERGER
Merger Agreement • February 20th, 1997 • Dow Chemical Co /De/ • Chemicals & allied products • Delaware
The Dow Chemical Company Pricing Agreement -----------------
Pricing Agreement • December 20th, 1999 • Dow Chemical Co /De/ • Chemicals & allied products
AGREEMENT --------- Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended, The Dow Chemical Company, a Delaware corporation, ("TDCC") Rofan Services Inc., a Delaware corporation, ("Rofan") and DowElanco, an Indiana general...
Schedule 13d Agreement • January 25th, 1996 • Dow Chemical Co /De/ • Chemicals & allied products

Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended, The Dow Chemical Company, a Delaware corporation, ("TDCC") Rofan Services Inc., a Delaware corporation, ("Rofan") and DowElanco, an Indiana general partnership ("DowElanco"), hereby agree that the Schedule 13D, together with any amendments thereto, relating to shares of common stock, $.001 par value per share, of Mycogen Corporation, is filed on behalf of each of TDCC, Rofan and DowElanco.

Strictly Confidential Execution Copy
Merger Agreement • July 10th, 2008 • Dow Chemical Co /De/ • Plastic materials, synth resins & nonvulcan elastomers • Delaware

WHEREAS, the respective Boards of Directors of Parent, Merger Sub and the Company have approved the merger of Merger Sub with and into the Company upon the terms and subject to the conditions set forth in this Agreement;

THE DOW CHEMICAL COMPANY
Underwriting Agreement • May 6th, 2008 • Dow Chemical Co /De/ • Plastic materials, synth resins & nonvulcan elastomers • New York

The Dow Chemical Company, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $800,000,000 aggregate principal amount of the Company’s 5.70% Notes due 2018 (the “Securities”), to be issued under an indenture (the “Indenture”) dated as of May 1, 2008, between the Company and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3, which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any referenc

Exhibit 1.3 THE DOW CHEMICAL COMPANY (a Delaware corporation) 5% Notes due 2007 UNDERWRITING AGREEMENT
Underwriting Agreement • November 22nd, 2002 • Dow Chemical Co /De/ • Chemicals & allied products • New York
THE DOW CHEMICAL COMPANY €1,000,000,000 0.500% Notes due 2027 €750,000,000 1.125% Notes due 2032 €500,000,000 1.875% Notes due 2040 Underwriting Agreement
Underwriting Agreement • February 25th, 2020 • Dow Chemical Co /De/ • Plastic materials, synth resins & nonvulcan elastomers • New York

The Dow Chemical Company, a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Bank PLC, Deutsche Bank AG, London Branch and Merrill Lynch International (collectively, the “Representatives”) are acting as representatives, €1,000,000,000 aggregate principal amount of the Company’s 0.500% Notes due 2027 (the “Notes due 2027”), €750,000,000 aggregate principal amount of the Company’s 1.125% Notes due 2032 (the “Notes due 2032”) and €500,000,000 aggregate principal amount of the Company’s 1.875% Notes due 2040 (the “Notes due 2040” and, together with the Notes due 2027 and the Notes due 2032, the “Securities”), to be issued under an indenture (the “Indenture”) dated as of July 26, 2019, among the Company, Dow Inc., a corporation organized under the laws of the State of Delaware (“Dow”), and The Bank of New York Mellon Trust Company, N.A., as trustee (t

SELLING AGENT AGREEMENT by and among The Dow Chemical Company, Incapital LLC (as Purchasing Agent) and the Agents named herein February 19, 2010
Selling Agent Agreement • February 19th, 2010 • Dow Chemical Co /De/ • Plastic materials, synth resins & nonvulcan elastomers • Illinois

This Agreement may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Facsimile signatures shall be deemed original signatures.

LOAN AGREEMENT
Loan Agreement • September 4th, 1998 • Dow Chemical Co /De/ • Chemicals & allied products • Indiana
July 16, 1998 The Dow Chemical Company 2030 Dow Center Midland, Michigan 48674 Attention: Brian J. Taylorson Dow AgroSciences LLC 9330 Zionsville Road Indianapolis, Indiana 46268 Attention: Louis M. Pribila Dear Mr. Taylorson and Mr. Pribila: In order...
Exchange and Purchase Agreement • September 4th, 1998 • Dow Chemical Co /De/ • Chemicals & allied products

In order to evaluate the request by Dow AgroSciences LLC ("DAS") that the Board of Directors of Mycogen Corporation ("MYCOGEN") consider amending (the "PROPOSED AMENDMENT") the Exchange and Purchase Agreement dated as of January 15, 1996 among Mycogen, Agrigenetics, Inc., DAS and United Agriseeds, Inc., the Special Committee of independent directors (the "SPECIAL COMMITTEE") appointed on April 30, 1998 by the Board of Directors of Mycogen to consider the advisability of entering into the Proposed Amendment has requested that The Dow Chemical Company ("TDCC") and DAS provide the Special Committee and its representatives access to certain non-public, confidential, proprietary and/or privileged TDCC and DAS information relating to Mycogen, DAS or TDCC (the "CONFIDENTIAL INFORMATION"). As a condition to being furnished the Confidential Information, the Special Committee and its representatives, and any other person who receives Confidential Information pursuant to this letter agreement, ea

AGREEMENT AND PLAN OF MERGER
Merger Agreement • September 2nd, 1998 • Dow Chemical Co /De/ • Chemicals & allied products • Delaware
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REPLACEMENT CAPITAL COVENANT
Replacement Capital Covenant • April 1st, 2009 • Dow Chemical Co /De/ • Plastic materials, synth resins & nonvulcan elastomers

Replacement Capital Covenant, dated as of April 1, 2009 (this “Replacement Capital Covenant”), by The Dow Chemical Company, a Delaware corporation (together with its successors and assigns, the “Corporation”), in favor of and for the benefit of each Covered Debtholder (as defined below).

GUARANTEE
Guarantee • April 1st, 2009 • Dow Chemical Co /De/ • Plastic materials, synth resins & nonvulcan elastomers • New York

THIS GUARANTEE (this “Guarantee”) is dated as of April 1, 2009 and by The Dow Chemical Company, a Delaware corporation (the “Guarantor”).

PERFORMANCE STOCK UNIT AWARD AGREEMENT DOW INC. 2019 STOCK INCENTIVE PLAN
Performance Stock Unit Award Agreement • January 30th, 2024 • Dow Chemical Co /De/ • Plastic materials, synth resins & nonvulcan elastomers • Delaware

The individual (the “Grantee”) named in the accompanying communication for [YEAR] grants has been granted performance stock units with respect to a specified number of shares of Dow Inc. common stock, par value $0.01 per share (the “Shares”), as set forth in the Notice (the “Units” or this “Award”). As used herein, “Notice” means, collectively, (i) the Compensation Statement provided to the Grantee by the Company annually via Workday and (ii) the documents provided as part of grant acceptance. The target number of Units subject to the Award (the “Target Units”), and the vesting schedule applicable to the Target Units, are set forth in the Notice. The Compensation Statement and the documents provided as part of grant acceptance shall together constitute the Notice. However, the actual number of Units earned pursuant to the Award will be determined based on the achievement of specified performance goal(s) (the “Performance Goals”) during a specified performance period (the “Performance P

STOCK APPRECIATION RIGHT AWARD AGREEMENT DOW INC. 2019 STOCK INCENTIVE PLAN
Stock Appreciation Right Award Agreement • January 30th, 2024 • Dow Chemical Co /De/ • Plastic materials, synth resins & nonvulcan elastomers • Delaware

The individual (the “Grantee”) named in the accompanying communication for [YEAR] grants has been granted a stock appreciation right (this “SAR” or this “Award”) with respect to a specified number of shares of Dow Inc. common stock, par value $0.01 per share (the “Shares”), as set forth in the Notice. As used herein, “Notice” means, collectively, (i) the Compensation Statement provided to the Grantee by the Company annually via Workday and (ii) the documents provided as part of grant acceptance. This SAR is subject to the provisions of the Dow Inc. 2019 Stock Incentive Plan, as amended (the “Plan”), the Notice, and the Stock Appreciation Right Award Agreement (together with the Notice, the “Agreement”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings assigned to such terms in the Plan. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended.

STOCK OPTION AWARD AGREEMENT DOW INC. 2019 STOCK INCENTIVE PLAN
Stock Option Award Agreement • January 30th, 2024 • Dow Chemical Co /De/ • Plastic materials, synth resins & nonvulcan elastomers • Delaware

The individual (the “Grantee”) named in the accompanying communication for [YEAR] grants has been granted a stock option (this “Option” or this “Award”) to purchase a specified number of shares of Dow Inc. common stock, par value $0.01 per share (the “Shares”), as set forth in the Notice. As used herein, “Notice” means, collectively, (i) the Compensation Statement provided to the Grantee by the Company annually via Workday and (ii) the documents provided as part of grant acceptance. This Option is subject to the provisions of the Dow Inc. 2019 Stock Incentive Plan, as amended (the “Plan”), the Notice, and the Stock Option Award Agreement (together with the Notice, the “Agreement”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings assigned to such terms in the Plan. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended.

THE DOW CHEMICAL COMPANY CHANGE IN CONTROL EXECUTIVE SEVERANCE AGREEMENT—Tier 2
Change in Control Executive Severance Agreement • February 19th, 2008 • Dow Chemical Co /De/ • Plastic materials, synth resins & nonvulcan elastomers • Michigan

This Agreement, dated as of , is entered into between The Dow Chemical Company, a corporation organized under the laws of the State of Delaware ("Dow" or the "Company"), and (the "Employee").

STOCK PURCHASE AGREEMENT Between ROHM AND HAAS COMPANY and K+S AKTIENGESELLSCHAFT Dated as of April 1, 2009
Stock Purchase Agreement • April 7th, 2009 • Dow Chemical Co /De/ • Plastic materials, synth resins & nonvulcan elastomers • New York

STOCK PURCHASE AGREEMENT, dated as of April 1, 2009, between ROHM AND HAAS COMPANY, a Delaware corporation (the “Seller”), and K+S AKTIENGESELLSCHAFT, a German stock corporation (Aktiengesellschaft) (the “Purchaser”).

GUARANTEE
Guarantee • April 1st, 2009 • Dow Chemical Co /De/ • Plastic materials, synth resins & nonvulcan elastomers • New York

THIS GUARANTEE (this “Guarantee”) is dated as of April 1, 2009 and by The Dow Chemical Company, a Delaware corporation (the “Guarantor”).

Investment Agreement dated October 27, 2008 between the dow chemical company and the kuwait investment authority
Investment Agreement • October 27th, 2008 • Dow Chemical Co /De/ • Plastic materials, synth resins & nonvulcan elastomers • New York

Investment Agreement, dated October 27, 2008 (this “Agreement”), between The Dow Chemical Company, a Delaware corporation (the “Company”), and the Kuwait Investment Authority, organized and existing under the laws of Kuwait pursuant to the Amiri Decree No. 47 of 1982 of the State of Kuwait, acting for and on behalf of the Government of the State of Kuwait (the “Investor”).

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 31st, 2017 • Dow Chemical Co /De/ • Plastic materials, synth resins & nonvulcan elastomers • Delaware

This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of March 31, 2017, is by and among The Dow Chemical Company, a Delaware corporation (“Dow”), E. I. du Pont de Nemours and Company, a Delaware corporation (“DuPont”), DowDuPont Inc., a Delaware corporation f/k/a Diamond-Orion HoldCo, Inc. (“DowDuPont”), Diamond Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of DowDuPont (“Diamond Merger Sub”), and Orion Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of DowDuPont (“Orion Merger Sub” and, together with Diamond Merger Sub, the “Merger Subs”).

NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE DOW CHEMICAL COMPANY 2012 Stock Incentive Plan
Non-Qualified Stock Option Agreement • August 1st, 2012 • Dow Chemical Co /De/ • Plastic materials, synth resins & nonvulcan elastomers • Delaware

The Dow Chemical Company (“the Company” or “Dow”) has delivered to you prospectus material pertaining to shares of Dow Common Stock covered by The Dow Chemical Company 2012 Stock Incentive Plan (“the Plan”). This instrument is referred to herein as “this Agreement.” Terms that are used herein and defined in the Plan are used as defined in the Plan. THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

MERGER AGREEMENT
Merger Agreement • March 27th, 2015 • Dow Chemical Co /De/ • Plastic materials, synth resins & nonvulcan elastomers • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of March 26, 2015, among THE DOW CHEMICAL COMPANY, a Delaware corporation (“TDCC”), BLUE CUBE SPINCO INC., a Delaware corporation (“Spinco”), OLIN CORPORATION, a Virginia corporation (“Parent”), and Blue Cube Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”).

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