EX-4.1




 Exhibit 4.1 

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 

This Amendment No. 1 (this “Amendment”), dated as of March 14, 2019, is made by and between Versum Materials, Inc.,
a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, as rights agent (the “Rights Agent”), to the Rights Agreement, dated as of February 28, 2019,
between the Company and the Rights Agent (the “Rights Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to such terms in the Rights Agreement. 

WHEREAS, the Board of Directors of the Company has determined in good faith that it is desirable and in the best interests of the Company and
its stockholders to amend the Rights Agreement as set forth in this Amendment; 
 WHEREAS, pursuant to Section 27 of the Rights
Agreement, the Company may, and the Rights Agent shall, if directed by the Company, from time to time supplement or amend the Rights Agreement without the approval of any holders of Right Certificates in order to make any provisions with respect to
the Rights which the Company may deem necessary or desirable, in accordance with the terms of such Section 27; and 
 WHEREAS, pursuant
to the terms of the Rights Agreement and in accordance with Section 27 thereof, the Company has directed that the Rights Agreement be amended as set forth in this Amendment, and by its execution and delivery hereof, directs the Rights Agent to
execute this Amendment. 
 NOW THEREFORE, in consideration of the premises and the mutual agreements set forth in the Rights Agreement and
in this Amendment, the parties hereto hereby agree as follows: 
 1.    Section 1(a) of the Rights Agreement is hereby
amended by deleting the sixth and seventh sentences of such section. 
 2.    Section 1(b) of the Rights Agreement is
hereby amended and restated in its entirety as follows: 
 “(b) [Intentionally Omitted]” 

3.    Section 1(g)(iii) of the Rights Agreement is hereby amended by deleting the phrase “is Acting in Concert
or” in such section. 
 4.    This Amendment shall be deemed to be a contract made under the laws of the State of
Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State; provided, however, that all provisions, regarding
the rights, duties, obligations and liabilities of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State, without regard
to the principles or rules concerning conflicts of laws which might otherwise require application of the substantive laws of another jurisdiction, without regard to the principles or rules concerning conflicts of laws which might otherwise require
application of the substantive laws of another jurisdiction. 











 5.    Except as expressly provided herein, the Rights Agreement will not
otherwise be supplemented or amended by virtue of this Amendment, but will remain in full force and effect. 
 6.    This
Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this
Amendment executed and/or transmitted electronically shall have the same authority, effect and enforceability as an original signature. 

7.    This Amendment will be effective as of the date first above written and all references to the Rights Agreement will,
from and after such time, be deemed to be references to the Rights Agreement as amended hereby. 
 8.    The undersigned
officer of the Company, being duly authorized on behalf of the Company, hereby certifies in his or her capacity as an officer on behalf of the Company to the Rights Agent that this Amendment is in compliance with the terms of Section 27 of the
Rights Agreement. 
 9.    Pursuant to Section 27 of the Rights Agreement, by its execution and delivery hereof, the
Company directs the Rights Agent to execute this Amendment. 
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
attested, all as of the day and year first above written. 
  

			
	VERSUM MATERIALS, INC.
		
	By:	 	/s/ Michael W. Valente
		 	Name: Michael W. Valente
		 	Title: Senior Vice President, General Counsel and Secretary


  

			
	 BROADRIDGE CORPORATE ISSUER

SOLUTIONS, INC., AS RIGHTS AGENT

		
	By:	 	/s/ John P. Dunn
		 	Name: John P. Dunn
		 	Title: Senior Vice President, Sales


 [Signature Page to Amendment No. 1 to Rights Agreement]