Option Agreement under the Ultra Clean Corporation Stock Incentive PlanOption Agreement • March 8th, 2004 • Ultra Clean Holdings Inc • Semiconductors & related devices • California
EXHIBIT 1.1 9,100,000 SHARES ULTRA CLEAN HOLDINGS, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 8th, 2004 • Ultra Clean Holdings Inc • Semiconductors & related devices • New York
dated as of amongStockholders' Agreement • February 17th, 2004 • Ultra Clean Holdings Inc • Semiconductors & related devices • Delaware
EXHIBIT 10.8 ADVISORY AGREEMENT This Advisory Agreement (this "AGREEMENT") is made and entered into as of February 15, 2004 by and between Ultra Clean Holdings, Inc. (the "COMPANY") and Francisco Partners Management, LLC ("ADVISOR"). WHEREAS, the...Advisory Agreement • March 2nd, 2004 • Ultra Clean Holdings Inc • Semiconductors & related devices • California
ARTICLE 1 Position; Term Of AgreementEmployment Agreement • January 14th, 2004 • Ultra Clean Holdings Inc • California
ARTICLE 1 Position; Term Of AgreementEmployment Agreement • January 14th, 2004 • Ultra Clean Holdings Inc • California
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • January 14th, 2004 • Ultra Clean Holdings Inc • California
EXHIBIT 10.7 LOAN AGREEMENT THIS LOAN AGREEMENT ("Agreement") is made and entered into as of July 9, 2003 by and between ULTRA CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC., a California corporation ("Borrower"), and UNION BANK OF CALIFORNIA, N.A., a...Loan Agreement • February 17th, 2004 • Ultra Clean Holdings Inc • Semiconductors & related devices • California
EXHIBIT 4.5 RESTRICTED STOCK PURCHASE AGREEMENT This Restricted Stock Purchase Agreement (this "AGREEMENT") dated as of February 20, 2003 (the "PURCHASE DATE") is made by and between Ultra Clean Holdings, Inc., a Delaware corporation (the "COMPANY"),...Restricted Stock Purchase Agreement • February 17th, 2004 • Ultra Clean Holdings Inc • Semiconductors & related devices • California
Exhibit 10.11 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT AMENDMENT dated as of March 2, 2004 (this "AMENDMENT") to the Employment Agreement dated as of November 15, 2002 ("EMPLOYMENT AGREEMENT") by and among Ultra Clean Technology Systems and Service,...Employment Agreement • March 2nd, 2004 • Ultra Clean Holdings Inc • Semiconductors & related devices • California
RECITALSLoan and Security Agreement • November 8th, 2004 • Ultra Clean Holdings Inc • Semiconductors & related devices • California
AGREEMENT AND PLAN OF MERGER by and among Ultra Clean Holdings, Inc., Sir Daibus Ltd., Bealish Ltd. and Ham-Let (Israel – Canada) Ltd. Dated as of December 16, 2020Merger Agreement • April 5th, 2021 • Ultra Clean Holdings, Inc. • Semiconductors & related devices
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 16, 2020 by and among Ultra Clean Holdings, Inc., a Delaware corporation and Sir Daibus Ltd., a company organized under the laws of the State of Israel and a direct or indirect wholly-owned subsidiary of Ultra Clean Holdings, Inc. (collectively, “Parent”), Bealish Ltd., a company organized under the laws of the State of Israel and a direct or indirect wholly-owned subsidiary of Parent (“Merger Sub”), and Ham-Let (Israel-Canada) Ltd. Ltd., a company organized under the laws of the State of Israel (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.
Award Agreement under the Ultra Clean Corporation Stock Incentive PlanAward Agreement • March 8th, 2004 • Ultra Clean Holdings Inc • Semiconductors & related devices • California
3,181,818 Shares* ULTRA CLEAN HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 13th, 2021 • Ultra Clean Holdings, Inc. • Semiconductors & related devices • New York
As Representative of the several Underwriters c/o Needham & Company, LLC 250 Park Avenue, 10th Floor New York, New York 10177 Ladies and Gentlemen:
EXHIBIT 10.10 ULTRA CLEAN HOLDINGS, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (the "AGREEMENT") is made as of _____________, 20__ by and between Ultra Clean Holdings, Inc., a Delaware corporation (the "COMPANY"), and...Indemnification Agreement • March 2nd, 2004 • Ultra Clean Holdings Inc • Semiconductors & related devices • Delaware
80,000,000 SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENT dated as of February 2, 2015, among ULTRA CLEAN HOLDINGS, INC., as Borrower, EAST WEST BANK and CITY NATIONAL BANK, as Lenders and Joint Bookrunners, EAST WEST BANK as Administrative Agent,...Credit Agreement • February 6th, 2015 • Ultra Clean Holdings Inc • Semiconductors & related devices
THIS CREDIT AGREEMENT (this “Agreement”), dated as of February 2, 2015, is entered into by and among ULTRA CLEAN HOLDINGS, INC., a Delaware corporation (“Borrower”), EAST WEST BANK (“EWB”), as the Swingline Lender, the Issuing Lender, the administrative agent and collateral agent for the Lenders (in such capacity, the “Swingline Lender”, the “Issuing Lender” or “Administrative Agent” as the context may require), and the banks and other financial institutions or entities from time to time parties to this Agreement as Lenders, including CITY NATIONAL BANK (“CNB”) and EWB (each a “Lender” and collectively, the “Lenders”),
AMENDMENT AGREEMENTCredit Agreement • October 4th, 2018 • Ultra Clean Holdings, Inc. • Semiconductors & related devices • New York
CREDIT AGREEMENT (as amended on October 1, 2018 and as the same may be further amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of August 27, 2018, among Ultra Clean Holdings, Inc., a Delaware corporation (the “Parent Borrower”), any Subsidiary Borrowers (as defined herein) from time to time parties hereto, the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and Barclays Bank PLC, as administrative agent.
Guarantee And Collateral Agreement Dated as of February 2, 2015, made by ULTRA CLEAN HOLDINGS, INC., ULTRA CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC., AMERICAN INTEGRATION TECHNOLOGIES LLC, UCT SIEGER ENGINEERING LLC, INTEGRATED FLOW SYSTEMS LLC,...Guarantee and Collateral Agreement • February 6th, 2015 • Ultra Clean Holdings Inc • Semiconductors & related devices • California
This GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”), dated as of February __, 2015, is entered into by and among ULTRA CLEAN HOLDINGS, INC., a Delaware corporation (“Borrower” or a “Grantor,” as the context may require), ULTRA CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC., a California corporation (“UCTSS”), AMERICAN INTEGRATION TECHNOLOGIES LLC, a Delaware limited liability company (“AIT”), UCT SIEGER ENGINEERING LLC, a Delaware limited liability company (“Sieger”), INTEGRATED FLOW SYSTEMS, LLC, a California limited liability company (“IFS”), DRAKE ACQUISITION SUBSIDIARY, INC., a Delaware corporation (“Drake”, together with Borrower, UCTSS, AIT, Sieger and IFS, each a “Grantor”), and EAST WEST BANK, as administrative agent (together with its successors, in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (each a “Lender” and, collectively, the “Lenders”) from time to time parties to the Credit Agreement, dated as of the date her
80,000,000 SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENT dated as of July 3, 2012, among ULTRA CLEAN HOLDINGS, INC., as Holdings, ULTRA CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC., as the Term Borrower and as a U.S. Revolving Borrower, AMERICAN...Credit Agreement • July 10th, 2012 • Ultra Clean Holdings Inc • Semiconductors & related devices • New York
THIS CREDIT AGREEMENT (this “Agreement”), dated as of July 3, 2012, is entered into by and among ULTRA CLEAN HOLDINGS, INC., a Delaware corporation (“Holdings”), ULTRA CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC., a California corporation (“UCTSS”, the “Term Borrower” or a “U.S. Revolving Borrower”, as the context may require), AMERICAN INTEGRATION TECHNOLOGIES LLC, a Delaware limited liability company (the “Acquired Business” or a “U.S. Revolving Borrower”, as the context may require), ULTRA CLEAN ASIA PACIFIC PTE. LTD. (company registration no. 200818110D), a private company limited by shares organized in The Republic of Singapore (the “Singapore Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK, as the Issuing Lender and the Swingline Lender, and SILICON VALLEY BANK (“SVB”), as administrative agent and collateral agent for the Lenders (in such ca
ULTRA CLEAN HOLDINGS, INC. Shares of Common Stock Underwriting AgreementUnderwriting Agreement • February 28th, 2006 • Ultra Clean Holdings Inc • Semiconductors & related devices • New York
Ultra Clean Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company (the “Primary Shares”) and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”), propose to sell to the Underwriters an aggregate of shares of Common Stock (the “Secondary Shares” and, together with the Primary Shares, the “Underwritten Shares”). The Company and certain of the Selling Stockholders also propose to sell, at the option of the Underwriters, up to an additional shares of Common Stock (the “Option Shares” and, together with the Underwritten Shares, the “Shares”).
ContractCredit Agreement • July 6th, 2023 • Ultra Clean Holdings, Inc. • Semiconductors & related devices • New York
FOURTH AMENDMENT dated as of June 29, 2023 (this “Amendment”) to the Credit Agreement dated as of August 27, 2018 (as amended as of October 1, 2018, March 31, 2021 and August 19, 2022 and as the same may have been further amended, supplemented or otherwise modified prior to the Fourth Amendment Effective Date (as defined below), the “Existing Credit Agreement”), among ULTRA CLEAN HOLDINGS, INC., a Delaware corporation (the “Parent Borrower”), any Subsidiary Borrowers (as defined therein) from time to time parties thereto, the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”) and BARCLAYS BANK PLC, as administrative agent (in such capacity, the “Administrative Agent”) is entered into by and among the Parent Borrower and the Administrative Agent.
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • November 1st, 2018 • Ultra Clean Holdings, Inc. • Semiconductors & related devices • California
CHANGE IN CONTROL SEVERANCE AGREEMENT (“Agreement”), dated as of [date] (the “Effective Date”) by and between Ultra Clean Holdings, Inc., a Delaware corporation (the “Company”), and [Name] (“Employee”).
Exhibit 10.12 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT AMENDMENT dated as of March 2, 2004 (this "AMENDMENT") to the Employment Agreement dated as of November 15, 2002 (the "EMPLOYMENT AGREEMENT") by and among Ultra Clean Technology Systems and...Employment Agreement • March 2nd, 2004 • Ultra Clean Holdings Inc • Semiconductors & related devices • California
AGREEMENT AND PLAN OF MERGER by and among Ultra Clean Holdings, Inc., Sir Daibus Ltd., Bealish Ltd. and Ham-Let (Israel – Canada) Ltd. Dated as of December 16, 2020Merger Agreement • December 17th, 2020 • Ultra Clean Holdings, Inc. • Semiconductors & related devices
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 16, 2020 by and among Ultra Clean Holdings, Inc., a Delaware corporation and Sir Daibus Ltd., a company organized under the laws of the State of Israel and a direct or indirect wholly-owned subsidiary of Ultra Clean Holdings, Inc. (collectively, “Parent”), Bealish Ltd., a company organized under the laws of the State of Israel and a direct or indirect wholly-owned subsidiary of Parent (“Merger Sub”), and Ham-Let (Israel-Canada) Ltd. Ltd., a company organized under the laws of the State of Israel (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.
EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 14th, 2004 • Ultra Clean Holdings Inc • California
ContractCredit Agreement • August 29th, 2022 • Ultra Clean Holdings, Inc. • Semiconductors & related devices • New York
THIRD AMENDMENT dated as of August 19, 2022 (this “Amendment”) to the Credit Agreement dated as of August 27, 2018 (as amended as of October 1, 2018 and March 31, 2021 and as the same may have been further amended, supplemented or otherwise modified prior to the Third Amendment Effective Date (as defined below), the “Existing Credit Agreement”), among ULTRA CLEAN HOLDINGS, INC., a Delaware corporation (the “Parent Borrower”), any Subsidiary Borrowers (as defined therein) from time to time parties thereto, the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”) and BARCLAYS BANK PLC, as administrative agent (in such capacity, the “Administrative Agent”) is entered into by and among the Parent Borrower, the other Loan Parties party hereto, the Third Amendment Revolving Lenders (as defined below) and the Administrative Agent.
FIFTH AMENDMENT dated as of July 27, 2023 (this “Amendment”) to the Credit Agreement dated as of August 27, 2018 (as amended as of October 1, 2018, March 31, 2021, August 19, 2022 and June 29, 2023 and as the same may have been further amended,...Credit Agreement • August 1st, 2023 • Ultra Clean Holdings, Inc. • Semiconductors & related devices • New York
CREDIT AGREEMENT (as amended on October 1, 2018, on March 31, 2021 pursuant to the Second Amendment referred to below, on August 19, 2022 pursuant to the Third Amendment referred to below, on June 29, 2023 pursuant to the Fourth Amendment referred to below, and as the same may be further amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of August 27, 2018, among Ultra Clean Holdings, Inc., a Delaware corporation (the “Parent Borrower”), any Subsidiary Borrowers (as defined herein) from time to time parties hereto, the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and Barclays Bank PLC, as administrative agent.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 19th, 2009 • Ultra Clean Holdings Inc • Semiconductors & related devices • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date among SILICON VALLEY BANK, a California corporation (“Bank”), and ULTRA CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC., a California company (“Ultra Clean”), BOB ACQUISITION INC. (and any successor by merger), a California corporation, and PETE ACQUISITION LLC (to be renamed UCT Sieger Engineering LLC), a Delaware limited liability company (“Sieger”, together with Ultra Clean and Bob, each a “Borrowers” and collectively, “Borrowers”), provides the terms on which Bank shall lend to Borrowers and Borrowers shall repay Bank. The parties agree as follows:
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • August 27th, 2009 • Ultra Clean Holdings Inc • Semiconductors & related devices • California
SEPARATION AND RELEASE AGREEMENT (“Agreement”) dated as of April 29, 2009, by and between Ultra Clean Holdings, Inc., a Delaware corporation (together with its successors, the “Company”), and Jack Sexton (“Executive”).
REGISTRATION RIGHTS AGREEMENT dated as of July 3, 2012 among ULTRA CLEAN HOLDINGS, INC., AND AIT HOLDING COMPANY LLCRegistration Rights Agreement • August 7th, 2012 • Ultra Clean Holdings Inc • Semiconductors & related devices • New York
This Registration Rights Agreement (this “Agreement”) dated as of July 3, 2012 is entered into between Ultra Clean Holdings, Inc., a Delaware corporation (“Parent”), and AIT Holding Company LLC (“AIT”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated as of June 29, 2006 among ULTRA CLEAN HOLDINGS, INC., FP-ULTRA CLEAN L.L.C., LEONID AND INNA MEZHVINSKY AS TRUSTEES OF THE REVOCABLE TRUST AGREEMENT OF LEONID MEZHVINSKY AND INNA MEZHVINSKY...Registration Rights Agreement • July 6th, 2006 • Ultra Clean Holdings Inc • Semiconductors & related devices • California
Amended and Restated Registration Rights Agreement (this “Agreement”) dated as of June 29, 2006 among Ultra Clean Holdings, Inc., a Delaware corporation (the “Company”), FP-Ultra Clean L.L.C. (“FP”), Leonid and Inna Mezhvinsky as trustees of the Revocable Trust Agreement of Leonid Mezhvinsky and Inna Mezhvinsky dated April 26, 1988 (the “Mezhvinsky Living Trust”), Joe and Jenny Chen as trustees of the Joe Chen and Jenny Chen Revocable Trust dated 2002 (the “Chen Living Trust”), Victor Mezhvinsky, Victor Mezhvinsky as trustee of the Joshua Mezhvinsky 2004 Irrevocable Trust under Agreement dated June 4, 2004 (the “Joshua Trust”), David Hongyu Wu and Winnie Wei Zhen Wu as trustees of the Chen Minors Irrevocable Trust (the “Chen Minors Trust”) and Frank Moreman.
Exhibit 10.4 AGREEMENT TO PRESERVE CORPORATE OPPORTUNITY This Agreement is dated as of November 15, 2002, and is between Kevin L. Griffin (the "SECURITYHOLDER") and Ultra Clean Holdings, Inc., a Delaware corporation (the "PARENT"). A. The...Agreement to Preserve Corporate Opportunity • January 14th, 2004 • Ultra Clean Holdings Inc • Delaware
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT dated as of June 29, 2006 among ULTRA CLEAN HOLDINGS, INC., FP-ULTRA CLEAN, L.L.C., LEONID AND INNA MEZHVINSKY AS TRUSTEES OF THE REVOCABLE TRUST AGREEMENT OF LEONID MEZHVINSKY AND INNA MEZHVINSKY DATED...Stockholders' Agreement • July 6th, 2006 • Ultra Clean Holdings Inc • Semiconductors & related devices • California
AGREEMENT dated as of June 29, 2006 (the “Agreement”) among Ultra Clean Holdings, Inc., a Delaware corporation (the “Company”), FP-Ultra Clean, L.L.C., a Delaware limited liability company (“FP”) and Leonid and Inna Mezhvinsky as trustees of the Revocable Trust Agreement of Leonid Mezhvinsky and Inna Mezhvinsky dated April 26, 1988 (the “Mehzvinsky Living Trust”), Joe and Jenny Chen as trustees of the Joe Chen and Jenny Chen Revocable Trust dated 2002, Victor Mezhvinsky, Victor Mezhvinsky as trustee of the Joshua Mezhvinsky 2002 Irrevocable Trust under Agreement dated June 4, 2004 (the “Joshua Trust”), David Hongyu Wu and Winnie Wei Zhen Wu as trustees of the Chen Minors Irrevocable Trust and Frank Moreman (collectively, the “Sieger Stockholders”), and such additional persons as may sign joinder agreements to this Agreement.
LOCK-UP AND STANDSTILL AGREEMENTLock-Up and Standstill Agreement • August 7th, 2012 • Ultra Clean Holdings Inc • Semiconductors & related devices
Pursuant to the terms of the Agreement and Plan of Merger dated as of May 18, 2012 (the “Merger Agreement”) among Ultra Clean Holdings, Inc. (“Parent”), American Integration Technologies LLC, AIT Holding Company LLC (“AIT”), and Element Merger Subsidiary, LLC, a wholly owned subsidiary of Parent, AIT will receive cash and Shares (as that term is defined herein), which Shares AIT may distribute, subject to the terms herein and the Merger Agreement, to its members from time to time in one or more transactions (i) exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), or (ii) pursuant to an effective registration statement thereunder. In order to induce Parent to enter into the Merger Agreement, Parent and AIT are entering into this letter agreement (this “Agreement”), and HLHZ AIT Holdings, L.L.C. (“HLHZ”) and Houlihan Lokey, Inc. (“HL”) each are entering into this Agreement solely with respect to Sections 7, 8 and 9 of this Agreement,
ContractCredit Agreement • October 10th, 2024 • Ultra Clean Holdings, Inc. • Semiconductors & related devices • New York
