EX-10.22



 Exhibit 10.22 

JOINDER AND AMENDMENT AGREEMENT TO 

THE JOINT VENTURE AGREEMENT 

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.

 R E C I T A L S 

WHEREAS, pursuant that certain share purchase agreement, dated as of March 20, 2014, by and between
SunEdison, Inc., a corporation organized under the laws of the State of Delaware (“SunEdison”), and SFC, as of the date hereof, SunEdison is acquiring from SFC certain number of ordinary shares of SMP (the “SMP
Transaction”); 
 WHEREAS, in connection with the SMP Transaction, SunEdison shall
concurrently enter into, and cause to be entered, certain contribution agreements whereby the ordinary shares of SMP acquired from SFC shall be ultimately owned by SunEdison Semiconductor B.V., a private company with limited liability incorporated
under the laws of the Netherlands and having its office address at Naritaweg 165, 1043 BW Amsterdam, the Netherlands (“SSBV”), as of the date hereof; 

WHEREAS, after the above-described transactions have been consummated, the respective percentage
ownership of each of the Parties in SMP shall be as follows: SunEdison Singapore – 50%; SSBV – 35%; and SFC – 15%; 

WHEREAS, in connection with the SMP Transaction, the Parties desire SSBV to become a party to the Joint
Venture Agreement; 
 WHEREAS, Section 18.7 of the Joint Venture Agreement provides that no
amendment or change thereof or addition thereto shall be effective or binding on the Parties unless reduced to writing and executed by the duly authorized representatives of the Parties; and 

WHEREAS, pursuant to Section 18.7 of the Joint Venture Agreement, the Parties now desire to
amend the Joint Venture Agreement, with such amendment being effective as of the date of this Agreement. 
 NOW,
THEREFORE, in consideration of the promises and the mutual agreements herein set forth, the Parties hereby agree as follows: 







 A G R E E M E N T 

 

	1.	Joinder to the Joint Venture Agreement. 

  

	 	(a)	The Parties agree that, upon the execution of this Agreement, SSBV shall become a Party to the Joint Venture Agreement and shall be fully bound by, and subject, to all of the representations and warranties, covenants,
terms and conditions of the Joint Venture Agreement applicable to it as though it was an original party thereto. 

  

	 	(b)	The Parties hereby agree that, under the Joint Venture Agreement, where relevant, the terms “Party” and “Parties” shall be deemed to include SSBV and further to reflect only such ownership of SMP
that SunEdison Singapore, SFC and SSBV shall have as a result of the SMP Transaction. 

  

	2.	Amendments to the Joint Venture Agreement. 

  

	 	(a)	Change of Legal Name of MEMC Singapore Pte. Ltd.: All references in the Joint Venture Agreement to “MEMC Singapore Pte. Ltd.” shall hereby be changed to “SunEdison Products Singapore Pte.
Ltd.” and all references in the Joint Venture Agreement to “MEMC Singapore” shall hereby be changed to “SunEdison Singapore”. 

  

	 	(b)	Section 7.2 of the Joint Venture Agreement is hereby amended and restated in its entirety to read as follows: 


“7.2 Statutory Auditors. The Company shall have at least one (1) Statutory Auditor. For so long as SFC shall have no less
than ten percent (10%), it shall have the right to nominate one (1) Statutory Auditor for election at the General Meeting of Shareholders, and the other Party shall exercise its voting rights so that the nominee of such Party shall be elected
as Statutory Auditor. Initially, the Company shall have two (2) Statutory Auditors and each of SunEdison Singapore and SFC shall be entitled to nominate one (1) Statutory Auditor. Each Party entitled to nominate a Statutory Auditor shall
consult in good faith with the other Party prior to making such nomination. The provisions of Section 6.2(c), (d) and (e) shall apply to the Statutory Auditors, mutatis mutandis.” 

 

	 	(c)	Section 8.3 of the Joint Venture Agreement is hereby amended and restated in its entirety to read as follows: 


“8.3 Quorum and Voting Requirements. Except to the extent otherwise required by mandatory provisions of applicable law, any
resolution or action at a General Meeting of Shareholders shall require an affirmative vote of a majority of the Shares represented (whether in person or by proxy) at such meeting where a majority of the total issued and outstanding Shares are
represented in person or by proxy; provided, however, that any resolution or action with respect to the matters listed in Schedule I hereto shall require an affirmative vote of at least ninety percent (90%) of the
total issued and outstanding Shares of the Company at a General Meeting of Shareholders.” 
  

	 	(d)	Schedule I to the Joint Venture Agreement is hereby amended and restated in its entirety to read as set forth on Exhibit A attached hereto. 


  
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	 	(e)	Section 11.1 of the Joint Venture Agreement is hereby amended and restated in its entirety to read as follows: 


“11.1 Prohibition of Transfer of or Creation of Encumbrance over Shares. Unless otherwise agreed by the Parties, the Parties agree
that, during a period of eight (8) years following the Closing Date, none of the Parties shall sell, transfer, pledge, mortgage or encumber, or agree to sell, transfer, pledge, mortgage or encumber, or otherwise dispose of any Shares or any
interest in the Shares owned by such Party. Any sale, transfer, pledge, mortgage, encumbrance or disposition made or created in breach of this Section 11.1 shall be null and void ab initio.” 

 

	 	(f)	Section 11.3(a) of the Joint Venture Agreement is hereby amended and restated in its entirety to read as follows: 


“(a) Subsequent to the passage of eight (8) years from the Closing Date, in case of any sale or transfer of Shares by SunEdison
Singapore or SFC (the “Transferring Party”) except for sales or transfers made pursuant to Section 11.2, prior to any such sale or transfer, the Transferring Party shall first give the opportunity to purchase such Shares to the
other Party (the “Non-Transferring Party”) by giving written notice (the “Transfer Notice”) of its intention to sell or transfer such Shares, setting forth the number of Shares intended to be sold or transferred,
the proposed manner of sale or transfer, the identity of the proposed buyer or transferee of such Shares and the proposed sale price and other major terms and conditions of such sale or transfer.” 

 

	3.	Amendment to the Company’s Articles of Incorporation. The Parties agree that, as soon as practicable after the date hereof, Article 17 (Authority and Responsibility) and Article 24
(Quorum and Voting Requirements) of the Company’s Articles of Incorporation shall be amended to reflect the amendments noted above in Sections 2(c) and 2(d) of this Agreement. 


 

	4.	Full Force and Effect. The Joint Venture Agreement, as amended hereby, shall remain in full force and effect and the terms and conditions of the Joint Venture Agreement shall, except as provided in this
Agreement, remain unchanged. 

  

	5.	Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Korea without giving effect to the conflict of laws rules thereof. 


 

	6.	Counterparts. This Agreement may be signed in any number of counterparts and the signatures delivered by telecopy, each of which shall be an original, with the same effect as if the signatures were upon
the same instrument and delivered in person. This Agreement shall become effective when each Party hereto shall have received a counterpart hereof signed by the other Parties. 


 

	7.	Severability. If any provision of the Agreement is held to be invalid or unenforceable at law, all other provisions of the Agreement shall remain in full force and effect. Upon any such determination, the
Parties agree to negotiate in good faith to modify this Agreement so as to give effect to the original intent of the Parties to the fullest extent permitted by applicable law. 


 

	8.	Modification. This Agreement may not be altered, amended or modified in any way except by a written instrument referencing this Agreement signed by all Parties. 


  
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 [Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective
authorized officers as of the date aforesaid. 
  

			
	SAMSUNG FINE CHEMICALS CO., LTD.
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  



  
 [Signature Page to
Joinder and Amendment Agreement to Joint Venture Agreement] 









			
	SUNEDISON PRODUCTS SINGAPORE PTE. LTD.
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  



  
 [Signature Page to
Joinder and Amendment Agreement to Joint Venture Agreement] 









			
	SUNEDISON SEMICONDUCTOR B.V.
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  



  
 [Signature Page to
Joinder and Amendment Agreement to Joint Venture Agreement] 








 EXHIBIT A 

SCHEDULE I 
 Matters
Requiring Super-Majority Vote of General Meeting of Shareholders 
  

	(a)	Any amendment of Article 17 (Authority and Responsibility) or Article 24 (Quorum and Voting Requirements) of the Company’s Articles of Incorporation; 


 

	(b)	Entering into a liquidation, reorganization or similar transactions or events involving the Company; 

  

	(c)	Redemption, retirement (including for the purpose of a capital reduction) or repurchase by the Company of any Shares or Share Equivalents; and 


 

	(d)	Commencement of any proceeding with respect to the Company under any bankruptcy or insolvency law.