•] Shares SunEdison Semiconductor Limited Ordinary Shares (No Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • May 12th, 2014 • SunEdison Semiconductor Pte. Ltd. • Semiconductors & related devices • New York
SunEdison Semiconductor Limited, a company organized under the laws of the Republic of Singapore (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of [•] shares (the “Firm Shares”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to [•] additional Ordinary Shares (the “Option Shares”) as set forth below.
PATENT AND TECHNOLOGY LICENSE AGREEMENT (CCz & DCW Technology)Patent and Technology License Agreement • May 12th, 2014 • SunEdison Semiconductor Pte. Ltd. • Semiconductors & related devices • New York
This Patent and Technology License Agreement (“Agreement”), made and entered into as of [•] and effective as of the Effective Date, is by and between SunEdison, Inc., a Delaware corporation (“SunEdison”), and SunEdison Semiconductor Limited, a company organized and existing under the laws of Singapore and having its registered office at 80 Robinson Road, #02-00, Singapore 068898 (“SSL”).
JOINDER AND AMENDMENT AGREEMENT TO THE JOINT VENTURE AGREEMENTJoint Venture Agreement • May 12th, 2014 • SunEdison Semiconductor Pte. Ltd. • Semiconductors & related devices
THIS JOINDER AND AMENDMENT AGREEMENT (this “Agreement”) to that certain Joint Venture Agreement, dated as of February 10, 2011 (the “Joint Venture Agreement”), in relation to SMP Ltd., a company organized under the laws of Korea (“SMP”), by and between SunEdison Products Singapore Pte. Ltd. (formerly known as MEMC Singapore Pte. Ltd.), a company organized and existing under the laws of Singapore (“SunEdison Singapore”), and Samsung Fine Chemicals Co., Ltd., a company organized and existing under the laws of Korea (“SFC”), is entered into as of [•], 2014. SunEdison Singapore, SSBV (as defined below) and SFC are sometimes referred to herein as the “Parties” and each individually as a “Party”. Capitalized terms not defined herein have the meanings set forth in the Joint Venture Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2014 • SunEdison Semiconductor Pte. Ltd. • Semiconductors & related devices • Missouri
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the day of , 2014, by and between SunEdison Semiconductor, LLC., (“SSL”) and Shaker Sadasivam (“Executive”).
LETTER AGREEMENTLetter Agreement • May 12th, 2014 • SunEdison Semiconductor Pte. Ltd. • Semiconductors & related devices • Delaware
This Letter Agreement, dated as of [•], 2014 (this “Agreement”), is entered into by and between Samsung Fine Chemicals Co., Ltd., a company organized under the laws of Korea (“SFC”), SunEdison, Inc., a Delaware corporation (“SE”), and SunEdison Semiconductor Pte. Ltd., a company duly organized under the laws of Singapore which will be converted into a public company known as SunEdison Semiconductor Limited pursuant to Sections 31(2) and 31(3) of the Companies Act (Chapter 50) of Singapore (the “Conversion”) prior to the date of the Proposed IPO (“SSL”, and together with SFC and SE, the “Parties”). For the avoidance of doubt, pursuant to Section 31(4) of the Companies Act (Chapter 50) of Singapore, the Conversion shall not affect the identity of SunEdison Semiconductor Pte. Ltd. or any rights or obligations of SunEdison Semiconductor Pte. Ltd. (including those under this Agreement) or render defective any legal proceedings by or against SunEdison Semiconductor Pte. Ltd. and all obligati
