AGREEMENT AND PLAN OF MERGER by and among MEMC ELECTRONIC MATERIALS, INC., SIERRA ACQUISITION SUB, LLC, SUN EDISON LLC, and CARLOS DOMENECH, PETER J. LEE and THOMAS MELONE, as the Representatives Dated as of October 22, 2009Agreement and Plan of Merger • November 5th, 2009 • Memc Electronic Materials Inc • Semiconductors & related devices
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of October 22, 2009, 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. Parent, Acquisition Subsidiary, the Company and the Representatives (as the initial Representatives) are each referred to herein as a “Party” and together as the “Parties”.
AMENDMENT NUMBER 2 TO SOLAR WAFER SUPPLY AGREEMENTSolar Wafer Supply Agreement • November 5th, 2009 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
This Amendment Number 2 to Solar Wafer Supply Agreement (this “Amendment”) is entered into as of July 23, 2009, by and between MEMC SINGAPORE PTE. LTD., a Singapore corporation (“MEMC Singapore”) and wholly-owned subsidiary of MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation with its principal place of business at 501 Pearl Drive (City of O’Fallon), St. Peters, Missouri 63376, United States of America (“MEMC”), or such other designated majority-owned subsidiary of MEMC, and SUNTECH POWER HOLDINGS CO., LTD., a Cayman Islands company with its principal place of business at 9 Xin Hua Road, 6th Floor, New District, Wuxi, Jiangsu Province 214028, People’s Republic of China (“Suntech”) or its designated majority-owned subsidiary. MEMC Singapore and Suntech together shall be referred to as the “Parties” and individually as a “Party”.
AMENDMENT NUMBER 4 TO SOLAR WAFER SUPPLY AGREEMENTSolar Wafer Supply Agreement • November 5th, 2009 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
This Amendment Number 4 to Solar Wafer Supply Agreement (this “Fourth Amendment”) is entered into as of September 22, 2009 by and between MEMC SINGAPORE PTE. LTD., a Singapore corporation (“MEMC Singapore”) and wholly-owned subsidiary of MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation with its principal place of business at 501 Pearl Drive (City of O’Fallon), St. Peters, Missouri 63376, United States of America (“MEMC”), or such other designated majority-owned subsidiary of MEMC, and GINTECH ENERGY CORPORATION, a Taiwan corporation with its principal place of business at 8F, no. 396, Sec. 1 Neihu Rd. Neihu Technology Park, Taipei 114, Taiwan (“Gintech”), or its designated majority-owned subsidiary. MEMC Singapore and Gintech together shall be referred to as the “Parties” and individually as a “Party”.
