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 17th, 2006 • Leonid & Inna Mezhvinsky as Trustees of the Revocable Trust Agreement of Leonid Mezhvinsky & Inna Mezhvinsky, Dated April 26, 1988 • 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.
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 17th, 2006 • Leonid & Inna Mezhvinsky as Trustees of the Revocable Trust Agreement of Leonid Mezhvinsky & Inna Mezhvinsky, Dated April 26, 1988 • 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 AGREEMENTLock-Up Agreement • July 17th, 2006 • Leonid & Inna Mezhvinsky as Trustees of the Revocable Trust Agreement of Leonid Mezhvinsky & Inna Mezhvinsky, Dated April 26, 1988 • Semiconductors & related devices
Ultra Clean Holdings, Inc. 150 Independence Drive Menlo Park, California 94025 Attention: Clarence L. Granger, President and Chief Executive Officer
