●] Common Shares, $0.10 par value Underwriting AgreementUnderwriting Agreement • March 9th, 2020 • Atotech LTD • Miscellaneous chemical products • New York
Atotech Limited, a company incorporated and organized under the laws of the Bailiwick of Jersey, (the “Company”) proposes to allot, issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] of common shares, par value $0.10 per share, of the Company (collectively, the “Underwritten Shares”). In addition, certain stockholders of the Company named in Schedule 2 hereto (the “Selling Shareholders”) propose to sell, at the option of the Underwriters, up to an aggregate of [●] additional common shares of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The common shares of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Common Shares”.
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • March 9th, 2020 • Atotech LTD • Miscellaneous chemical products • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of , by and between Atotech Limited, a Bailiwick of Jersey company (the “Company”), and , a member of the board of directors of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement.
PRINCIPAL STOCKHOLDERS AGREEMENT BY AND AMONG ATOTECH LIMITED AND THE CARLYLE STOCKHOLDERSPrincipal Stockholders Agreement • March 9th, 2020 • Atotech LTD • Miscellaneous chemical products • Delaware
This Principal Stockholders Agreement (this “Agreement”) is made as of , 2020 by and among Atotech Limited, a company incorporated under the laws of Jersey (the “Company”), Carlyle Partners VI Cayman Holdings, L.P. (“CP-VI”), CEP IV Participations, S.à r.l. SICAR (“CEP IV”), Gamma Holding Company Limited (“Gamma Holding” and, together with CP-VI and CEP IV, the “Initial Carlyle Stockholders”), and any other stockholder who from time to time becomes party to this Agreement by execution of a joinder agreement substantially in the form of Exhibit A (a “Joinder Agreement”).
1st AMENDMENT AGREEMENT TO MANAGING DIRECTOR SERVICE AGREEMENT entered into by and betweenManaging Director Service Agreement • March 9th, 2020 • Atotech LTD • Miscellaneous chemical products
Art. 4 para. 2 of the managing director service agreement dated April, 7th, 2017 (“Managing Director Service Agreement”) shall be replaced by the following provision:
Secondment AgreementSecondment Agreement • March 9th, 2020 • Atotech LTD • Miscellaneous chemical products • Delaware
This Secondment Agreement (this “Secondment Agreement”), dated as of April 13, 2017 and which shall have retroactive effect from, and include, March 13, 2017 (the “Effective Date”), is made by and between (i) Alpha US Bidco, Inc. with its registered office located at Corporate Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808 (together with any successor thereto, the “Seconding Company”), Atotech USA, LLC. with its registered office located at The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 (together with any successor thereto, the “Host Company”) and Geoffrey Wild, born on in (the “Executive”) (collectively referred to herein as the “Parties”).
2nd AMENDMENT AGREEMENT TO MANAGING DIRECTOR SERVICE AGREEMENT entered into by and betweenManaging Director Service Agreement • March 9th, 2020 • Atotech LTD • Miscellaneous chemical products
The Parties have entered into a Managing Director Service Agreement dated 4 / 7 April 2017 which has been amended by a 1st Amendment Agreement dated May 8, 2017 (together the “Managing Director Service Agreement”). The Parties hereby enter into a 2nd Amendment Agreement to the Managing Director Service Agreement.
Employment AgreementEmployment Agreement • March 9th, 2020 • Atotech LTD • Miscellaneous chemical products • Delaware
This Employment Agreement (this “Agreement”), dated as of March 31, 2017 and which shall have retroactive effect from, and including, March 13, 2017 (the “Effective Date”), is made by and between Alpha US Bidco, Inc. with its registered office located at Corporate Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808 (together with any successor thereto, (the “Company”), and Geoffrey Wild, born on in (the “Executive”) (collectively referred to herein as the “Parties ”).
EMPLOYMENT AGREEMENT ANSTELLUNGSVERTRAG entered into by and between zwischen Atotech Deutschland GmbH Erasmusstraße 20 10553 Berlin – hereinafter referred to as the “Company” – – nachfolgend die “Gesellschaft” – and und Harald Ahnert (the Company and...Employment Agreement • March 9th, 2020 • Atotech LTD • Miscellaneous chemical products
Employment AgreementEmployment Agreement • March 9th, 2020 • Atotech LTD • Miscellaneous chemical products
This Employment Agreement (this “Agreement”), dated as of March 31, 2017 and which shall become effective on the same date (the “Effective Date”), is made by and between Atotech (Thailand) Co Ltd. with its registered office located at No. 1 TP & T Building, 1 lest Floor, Soi Vibhavadi Rangsit 19, Vibhavadi Rangsit Road, Kwaeng Chatuchak, Khet Chatuchak, Bangkok (together with any successor thereto, (the “Company”), and Geoffrey Wild, born on in (the “Executive”) (collectively referred to herein as the “Parties”).
MANAGING DIRECTOR SERVICE AGREEMENT entered into by and betweenManaging Director Service Agreement • March 9th, 2020 • Atotech LTD • Miscellaneous chemical products
THIS AGREEMENT is made on 6 March 2020 BETWEENConsulting Services Agreement • March 9th, 2020 • Atotech LTD • Miscellaneous chemical products • England and Wales
