AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 17th, 2009 • Memc Electronic Materials Inc • Semiconductors & related devices
AMENDMENT, dated as of November 11, 2009 (this “Amendment”), to the Agreement and Plan of Merger, entered into as of October 22, 2009 (the “Merger Agreement”), by and among MEMC Electronic Materials, Inc., a Delaware corporation (“Parent”), Sierra Acquisition Sub, LLC, a Delaware limited liability company and indirect, wholly-owned subsidiary of Parent (“Acquisition Subsidiary”), Sun Edison LLC, a Delaware limited liability company (the “Company”), and Carlos Domenech, Peter J. Lee and Thomas Melone, as the initial representatives (the “Representatives”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Merger Agreement.
Purchase AgreementPurchase Agreement • November 17th, 2009 • Memc Electronic Materials Inc • Semiconductors & related devices
THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November [___], 2009 by and among MEMC Electronic Materials, Inc., a Delaware corporation (“Parent”), MEMC Holdings Corporation, a Delaware corporation (the “Buyer”), [_________], a [________] (the “Blocker Entity”) and the stockholders of the Blocker Entity identified in Exhibit A attached hereto (collectively, the “Selling Equityholders,” and each individually, a “Selling Equityholder”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them under that certain Agreement and Plan of Merger, dated as of October 22, 2009, as amended (the “Merger Agreement”), by and among Sun Edison LLC, a Delaware limited liability company (the “Company”), Parent, Sierra Acquisition Sub, LLC, a Delaware limited liability company, and Carlos Domenech, Peter J. Lee and Thomas Melone, as the initial representatives.
