Underwriting AgreementUnderwriting Agreement • March 26th, 2018 • Graftech International LTD • Electrical industrial apparatus • New York
BCP IV GrafTech Holdings LP, a Delaware limited partnership (the “Selling Stockholder”), the 100% shareholder of GrafTech International Ltd., a Delaware corporation (the “Company”), proposes to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [·] shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [·] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
STOCKHOLDER RIGHTS AGREEMENT by and between GRAFTECH INTERNATIONAL LTD. and BCP IV GRAFTECH HOLDINGS LPStockholder Rights Agreement • March 26th, 2018 • Graftech International LTD • Electrical industrial apparatus • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2018 • Graftech International LTD • Electrical industrial apparatus • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [·], 2018, is by and between GrafTech International Ltd., a Delaware corporation (the “Company”) and BCP IV GrafTech Holdings LP, a Delaware limited partnership (the “Sponsor”). The Sponsor and any other Person who may become a party hereto pursuant to Sections 8 or 13(c) are referred to individually as a “Stockholder” or a “Noteholder” (depending upon whether such Person holds Registrable Equity Securities or Registrable Debt Securities, respectively) and generally as a “Holder” and collectively as the “Stockholders,” the “Noteholders” and generally as the “Holders.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 26th, 2018 • Graftech International LTD • Electrical industrial apparatus • Delaware
THIS AGREEMENT is entered into, effective as of , 201 by and between GrafTech International Ltd., a Delaware corporation (the “Company”), and (“Indemnitee”).
