12,000,000] Shares SunEdison Semiconductor Limited Ordinary Shares (No Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • January 12th, 2015 • SunEdison Semiconductor LTD • Semiconductors & related devices • New York
Certain shareholders named in Schedule II hereto (the “Selling Shareholders”) of SunEdison Semiconductor Limited, a company organized under the laws of the Republic of Singapore (the “Company”), propose to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of [12,000,000] 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, and the respective amounts to be sold by the Selling Shareholders are set forth opposite their names on Schedule II hereto. The Selling Shareholders also propose to sell at the Underwriters’ option an aggregate of up to [1,800,000] additional Ordinary Shares (the “Option Shares”) as set forth below.
