Common Contracts

COMPANY STOCKHOLDER SUPPORT AGREEMENT

Stockholder Support Agreement • May 7th, 2019 • Delaware

• Contract Type
  Stockholder Support Agreement
• Filed
  May 7th, 2019
• Jurisdiction
  Delaware

WHEREAS, concurrently herewith, Intermolecular, Inc., a Delaware corporation (“Indigo”), EMD Performance Materials Semiconductor Services Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Parent are entering into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will merge with and into Indigo on the terms and conditions set forth therein, with Indigo surviving such merger as a wholly owned subsidiary of Parent (the “Merger”), and, in connection therewith, the Company Shares issued and outstanding immediately prior to the Effective Time, other than any Canceled Company Shares and Dissenting Company Shares, will, without any further action on the part of the holder thereof, be cancelled and extinguished and automatically converted into the right to receive the Merger Consideration as set forth in the Merger Agreement;