MERGER AGREEMENTMerger Agreement • July 8th, 2015 • Photronics Inc • Semiconductors & related devices
WHEREAS, in order to integrate resources, reduce operating costs, and expand the economic scale of Party A, the Parties would like to execute this Agreement and pursue a merger with each other with consideration payable in Party A’s new shares.
LICENSE AGREEMENTLicense Agreement • July 8th, 2015 • Photronics Inc • Semiconductors & related devices
This LICENSE AGREEMENT (“Agreement”) is entered into, as of this ____ day of__________, 2013by and between Photronics, Inc., a corporation organized under the laws of the State of Connecticut, U.S.A. with its principal place of business at 15 Secor Road, Brookfield, Connecticut, U.S.A. (“Photronics”) and Photronics Semiconductor Mask Corporation, a corporation organized under the laws of the Republic of China (hereinafter “ROC” or “Taiwan”) , with its registered office at 1F, No. 2, Lising Road, Hsinchu City, Hsinchu Science Park, Taiwan, R.O.C (“Company”). Each of Photronics and the Company is hereafter referred to as a “Party” and collectively the “Parties”.
JOINT VENTURE FRAMEWORK AGREEMENTJoint Venture Framework Agreement • July 8th, 2015 • Photronics Inc • Semiconductors & related devices
This Joint Venture Framework Agreement (“Agreement”) is entered into on this 20th day of November, 2013 by and between Photronics, Inc., a corporation organized under the laws of the state of Connecticut, U.S.A. with its principal place of business at 15 Secor Road, Brookfield, Connecticut, U.S.A. (“Photronics”) and Dai Nippon Printing Co., Ltd., a corporation organized under the laws of Japan with its principal place of business at 1-1, Ichigaya Kagacho 1-chome, Shinjuku-ku, Tokyo, Japan (“DNP”). (Photronics and DNP are hereinafter individually a “Party” and collectively the “Parties”.)
JOINT VENTURE OPERATING AGREEMENT OF PHOTRONICS DNP MASK CORPORATION between PHOTRONICS, INC. and DAI NIPPON PRINTING CO., LTD. Dated as of November 20, 2013Joint Venture Operating Agreement • July 8th, 2015 • Photronics Inc • Semiconductors & related devices
This JOINT VENTURE OPERATING AGREEMENT (together with the Schedules, as amended or otherwise modified from time to time, this “Agreement”) is made and entered into as of the 20th day of November, 2013, by and between Photronics, Inc., a corporation organized under the laws of the state of Connecticut, U.S.A. with its principal place of business at 15 Sector Road, Brookfield, Connecticut, U.S.A. (“Photronics”) and Dai Nippon Printing Co., Ltd., a corporation organized under the laws of Japan with its principal place of business at 1-1, Ichigaya Kagacho 1-chome, Shinjuku-ku, Tokyo, Japan (“DNP”), with respect to Photronics DNP Mask Corporation, whose name as of the date of this Agreement is Photronics Semiconductor Mask Corporation (the “Company”), a company limited by shares organized and formed under the Company Act of the Republic of China (the “Act”) with its principal place of business at 1F, No. 2, Lising Road, Hsinchu City, Hsinchu Science Park, Taiwan.
OUTSOURCING AGREEMENTOutsourcing Agreement • July 8th, 2015 • Photronics Inc • Semiconductors & related devices
This OUTSOURCING AGREEMENT (this “Agreement”) is made and entered into as of the 20th day of November, 2013, by and among Photronics, Inc., a Connecticut corporation (“Photronics”), Dai Nippon Printing Co., Ltd., a Japanese corporation (“DNP”), and Photronics Semiconductor Mask Corp. (the “Company”), a company limited by shares organized and formed under the Company Act of the Republic of China. Each of Photronics and DNP is hereinafter referred to as a “Supplier” and collectively as the “Suppliers” and each of the Suppliers and the Company is hereinafter referred to as a “Party” and collectively as the “Parties.”
LICENSE AGREEMENTLicense Agreement • July 8th, 2015 • Photronics Inc • Semiconductors & related devices
This LICENSE AGREEMENT (“Agreement”) is entered into, as of this 20th day of November, 2013, by and between Dai Nippon Printing Co., Ltd., a corporation organized under the laws of Japan, with its principal place of business at 1-1-1, Ichigaya-Kagacho, Shinjuku-ku, Tokyo 162-8001, Japan (“DNP”) and Photronics Semiconductor Mask Corporation , a corporation organized under the laws of the Republic of China (hereinafter “ROC” or “Taiwan”) , with its registered office at 1F, No. 2, Lising Road, Hsinchu City, Hsinchu Science Park, Taiwan, R.O.C (“Company”). Each of DNP and the Company is hereafter referred to as a “Party” and collectively the “Parties”.
MARGIN AGREEMENTMargin Agreement • July 8th, 2015 • Photronics Inc • Semiconductors & related devices
This MARGIN AGREEMENT (this “Agreement”) is made and entered into as of the 20th day of November, 2013, by and among Photronics, Inc., a Connecticut corporation (“Photronics”), Dai Nippon Printing Co., Ltd., a Japanese corporation (“DNP”), and Photronics Semiconductor Mask Corp. (the “Company”), a company limited by shares organized and formed under the Company Act of the Republic of China. Photronics, DNP and the Company are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
