THE LOANS UNDER THIS AGREEMENT HAVE BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). THE ISSUE PRICE, AMOUNT OF OID AND YIELD TO MATURITY MAY BE OBTAINED BY CONTACTING THE BORROWER PURSUANT TO THE NOTICE PROVISIONS HEREOF. MEZZANINE CREDIT AND...Counterpart Agreement • May 11th, 2012 • Isola Group Ltd. • Plastic materials, synth resins & nonvulcan elastomers • New York
This MEZZANINE CREDIT AND GUARANTY AGREEMENT, dated as of September 30, 2010, is entered into by and among ISOLA USA CORP., a Delaware corporation (“Borrower”), ISOLA GROUP, a Luxembourg limited liability company (“Lux 1”), HATTRICK LUX NO. 2 S.ÀR.L., a Luxembourg limited liability company (“Lux 2”), HATTRICK LUX NO. 4 S.ÀR.L., a Luxembourg limited liability company (“Lux 4”), HATTRICK HOLDINGS U.S. INC., a Delaware corporation (“Holdings”), the other Guarantors party hereto (such term and each other capitalized term used but not defined herein having the meaning given to it in Section 1), and the Lenders party hereto from time to time.
ISOLA GROUP LTD. SHARE OPTION AGREEMENT (For US Participant)Share Option Agreement • May 11th, 2012 • Isola Group Ltd. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
Isola Group Ltd. (the “Company”) has granted to the Participant named in the Notice of Grant of Share Option (the “Grant Notice”) to which this Share Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain Shares upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Isola Group Ltd. 2012 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of Shares issuable pursuant to the Option (the “Plan Prospectus”), (b) accepts th
ISOLA GROUP LTD. SHAREHOLDERS AND REGISTRATION RIGHTS AGREEMENTShareholders and Registration Rights Agreement • May 11th, 2012 • Isola Group Ltd. • Plastic materials, synth resins & nonvulcan elastomers
This Shareholders and Registration Rights Agreement (the “Agreement”), dated as of , 2012, is entered into by and among the Shareholders and Isola Group Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Company”).
ISOLA GROUP LTD. SHARE OPTION AGREEMENT (For Non-US Participant)Share Option Agreement • May 11th, 2012 • Isola Group Ltd. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
Isola Group Ltd. (the “Company”) has granted to the Participant named in the Notice of Grant of Share Option (the “Grant Notice”) to which this Share Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain Shares upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Isola Group Ltd. 2011 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of Shares issuable pursuant to the Option (the “Plan Prospectus”), (b) accepts th
DISTRIBUTOR AGREEMENTDistributor Agreement • May 11th, 2012 • Isola Group Ltd. • Plastic materials, synth resins & nonvulcan elastomers • Wisconsin
This Agreement made as of the First day of June 2004 between Isola USA Corp. (“Company”), a Delaware corporation having its principal place of business at 7400 W. Detroit Street, Chandler, Arizona 85226, and Insulectro (“Distributor”), a California corporation having its principal place of business at 20362 Windrow Drive, Lake Forest, California 92630.
ISOLA GROUP LTD. RESTRICTED SHARES AGREEMENT (For US Participant)Restricted Shares Agreement • May 11th, 2012 • Isola Group Ltd. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
Isola Group Ltd. (the “Company”) has granted to the Participant named in the Notice of Grant of Restricted Shares (the “Grant Notice”) to which this Restricted Shares Agreement (the “Agreement”) is attached an Award consisting of Shares subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Isola Group Ltd. 2012 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the Shares (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms and conditions of the
CONTRIBUTION AGREEMENTContribution Agreement • May 11th, 2012 • Isola Group Ltd. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
THIS CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered into as of , 2012 (the “Effective Date”), by and among TPG Hattrick Partners LP, a Delaware limited partnership (the “Shareholder”) and Isola Merger Co., an exempted company incorporated under the laws of the Cayman Islands (“Isola Cayman”) and in the presence of Isola Group S.à r.l., a company incorporated under the laws of Luxembourg (“Isola Lux”).
