IMPLEMENTATION AGREEMENT 99 Bishopsgate London EC2M 3XF United Kingdom Tel: +44.20.7710.1000 www.lw.comInvestor Rights Agreement • July 2nd, 2021 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • Delaware
This Investor Rights Agreement (this “Agreement”) is made as of _____________, 2021 by and among MKS Instruments, Inc., a Massachusetts corporation (the “Company”), Carlyle Partners VI Cayman Holdings, L.P. (“CP VI”), CEP IV Participations, S.a.r.l. SICAR (“CEP IV”), and Gamma Holding Company Limited (“Gamma” and together with CP VI, CEP IV and any Permitted Transferees of any of the foregoing that becomes a party to this Agreement by execution of a joinder agreement substantially in the form of Exhibit A (a “Joinder Agreement”), collectively the “Carlyle Stockholders”).
LOCK-UP AGREEMENTLock-Up Agreement • July 2nd, 2021 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • Delaware
This letter agreement (this “Agreement”) relates to the Implementation Agreement, dated as of July 1, 2021 (the “Implementation Agreement”), by and among MKS Instruments, Inc., a Massachusetts corporation (“MKS”) and Atotech Limited, a registered public company organized under the laws of Jersey (“Atotech”), pursuant to which an affiliate of MKS will acquire all of the issued and outstanding shares of capital stock of Atotech in exchange for cash and shares of the common stock (the “Common Stock”), no par value per share, of MKS (the shares of Common Stock to be issued to the undersigned in consideration for the Acquisition are referred to herein as the “MKS Shares”) by way of a scheme undertaken under the laws of Jersey (the “Acquisition”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Implementation Agreement.
