ICHOR HOLDINGS, LTD. 3,833,334 Shares Ordinary Shares ($0.0001 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • March 18th, 2024 • Ichor Holdings, Ltd. • Semiconductors & related devices • New York
Ichor Holdings, Ltd., a Cayman Islands exempted company (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 3,333,334 shares (the “Firm Shares”) of the Company’s ordinary shares, $0.0001 par value per share (the “Ordinary Shares”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 500,000 additional shares of the Company’s Ordinary Shares (the “Option Shares”) as set forth below. As the representatives, you have advised the Company that the several Underwriters are willing, acting severally and not jointly, to purchase the number of Firm Shares set forth opposite their respective names on Schedule I hereto. The Firm Shares and the Option Shares are herein collectively ca
5,877,778 Shares Ichor Holdings, Ltd. Ordinary Shares ($0.0001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • December 14th, 2016 • Ichor Holdings, Ltd. • Semiconductors & related devices • New York
Ichor Holdings, Ltd., a Cayman Islands exempt limited company (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of 5,877,778 shares (the “Firm Shares”) of the Company’s ordinary shares, $0.0001 par value (the “Ordinary Shares”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 881,667 additional shares of the Company’s Ordinary Shares (the “Option Shares”) as set forth below.
•] Shares Ichor Holdings, Ltd. Ordinary Shares ($0.0001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • November 29th, 2016 • Ichor Holdings, Ltd. • Semiconductors & related devices • New York
Ichor Holdings, Ltd., a Cayman Islands exempt limited company (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of [•] shares (the “Firm Shares”) of the Company’s ordinary shares, $0.0001 par value (the “Ordinary Shares”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto Certain shareholders of the Company (the “Selling Shareholders”) propose to sell at the Underwriters’ option an aggregate of up to [•] additional shares of the Company’s Ordinary Shares (the “Option Shares”) as set forth below. The Company and the Selling Shareholders are sometimes referred to herein collectively as the “Sellers.”
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 15, 2018 Among ICHOR HOLDINGS, LLC ICHOR SYSTEMS, INC. PRECISION FLOW TECHNOLOGIES, INC. AJAX-UNITED PATTERNS & MOLDS, INC. CAL-WELD, INC. TALON INNOVATIONS CORPORATION and TALON INNOVATIONS...Credit Agreement • February 15th, 2018 • Ichor Holdings, Ltd. • Semiconductors & related devices • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of February 15, 2018, among Ichor Holdings, LLC, a Delaware limited liability company (“Ichor Holdings”), Ichor Systems, Inc., a Delaware corporation (“Ichor Systems”), Precision Flow Technologies, Inc., a New York corporation (“Precision Flow”), Ajax-United Patterns & Molds, Inc., a California corporation (“Ajax”), Cal-Weld, Inc., a California corporation (“Cal-Weld”), Talon Innovations Corporation, a Minnesota corporation (“Talon MN”) and Talon Innovations (FL) Corporation, a Florida corporation (“Talon FL”, and, together with Ichor Holdings, Ichor Systems, Precision Flow, Ajax, Cal-Weld and Talon MN, the “Borrowers”), the other Loan Parties from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
CREDIT AGREEMENT Dated as of August 11, 2015 Among ICHOR HOLDINGS, LLC ICHOR SYSTEMS, INC. and PRECISION FLOW TECHNOLOGIES, INC. as the Borrowers, The Other Loan Parties Party Hereto, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender...Credit Agreement • November 14th, 2016 • Ichor Holdings, Ltd. • Semiconductors & related devices • New York
This CREDIT AGREEMENT is entered into as of August 11, 2015, among Ichor Holdings, LLC, a Delaware limited liability company (“Ichor Holdings”), Ichor Systems, Inc., a Delaware corporation (“Ichor Systems”) and Precision Flow Technologies, Inc., a New York corporation (“Precision Flow, and, together with Ichor Holdings and Ichor Systems, the “Borrowers”), the other Loan Parties from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
●] Shares Ichor Holdings, Ltd. Ordinary Shares ($0.0001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • August 1st, 2017 • Ichor Holdings, Ltd. • Semiconductors & related devices • New York
Certain shareholders named in Schedule II hereto (the “Selling Shareholders”) of Ichor Holdings, Ltd., a Cayman Islands exempt limited company (the “Company”), propose to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of [●] shares (the “Firm Shares”) of the Company’s ordinary shares, $0.0001 par value (the “Ordinary Shares”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto, and the respective amounts to be sold by the Selling Shareholders are set forth opposite their names on Schedule II hereto. The Selling Shareholders also propose to sell at the Underwriters’ option an aggregate of up to [●] additional shares of the Company’s Ordinary Shares (the “Option Shares”) as set forth below.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 29, 2021 Among ICICLE ACQUISITION HOLDING B.V. as Holdings, ICHOR HOLDINGS, LLC and ICHOR SYSTEMS, INC. as the Borrowers, The Other Loan Parties Party Hereto, BANK OF AMERICA, N.A., as...Credit Agreement • February 28th, 2022 • Ichor Holdings, Ltd. • Semiconductors & related devices • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of October 29, 2021, among Icicle Acquisition Holding B.V., a Dutch private company with limited liability (“Holdings”), Ichor Systems, Inc., a Delaware corporation (“Ichor Systems”), Ichor Holdings, LLC, a Delaware limited liability company (“Ichor Holdings”, and together with Ichor Systems, the “Borrowers”), the other Loan Parties from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
] Shares Ichor Holdings, Ltd. Ordinary Shares ($0.0001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • April 24th, 2017 • Ichor Holdings, Ltd. • Semiconductors & related devices • New York
Certain shareholders named in Schedule II hereto (the “Selling Shareholders”) of Ichor Holdings, Ltd., a Cayman Islands exempt limited company (the “Company”), propose to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of [ ] shares (the “Firm Shares”) of the Company’s ordinary shares, $0.0001 par value (the “Ordinary Shares”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto, and the respective amounts to be sold by the Selling Shareholders are set forth opposite their names on Schedule II hereto. The Selling Shareholders also propose to sell at the Underwriters’ option an aggregate of up to [ ] additional shares of the Company’s Ordinary Shares (the “Option Shares”) as set forth below.
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2016 • Ichor Holdings, Ltd. • Semiconductors & related devices • Michigan
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of September 19, 2014 by and among Ichor Systems, Inc. (the “Corporation”), Thomas Rohrs, an individual (the “Executive”), and, with respect to Sections 1.2 and 3.4 hereof only, Ichor Holdings, Ltd. (“Parent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 14th, 2016 • Ichor Holdings, Ltd. • Semiconductors & related devices • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 20[ ] between Ichor Holdings, Ltd., an exempted company incorporated in the Cayman Islands (the “Company”), and [ ] (“Indemnitee”).
ICHOR HOLDINGS, LTD. MEMBERS AGREEMENTMembers Agreement • November 14th, 2016 • Ichor Holdings, Ltd. • Semiconductors & related devices • Delaware
THIS MEMBERS AGREEMENT (the “Agreement”) is made and entered into as of this 16th day of March, 2012, by and among ICHOR HOLDINGS, LTD., a Cayman Islands exempt limited company (the “Company”), those certain Members of the Company listed on Schedule A (the “Investors”) and those certain Members of the Company listed on Schedule B (the “Key Holders”, and together collectively with the Investors, the “Members”).
ICICLE ACQUISITION HOLDING, LLC MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • November 14th, 2016 • Ichor Holdings, Ltd. • Semiconductors & related devices • Delaware
THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of 30 December, 2011 (the “Effective Date”) between Icicle Acquisition Holding, LLC, a Delaware limited liability company (the “Company”), and Francisco Partners Management, LLC, a Delaware limited liability company (“Advisor”).
AMENDED AND RESTATED MASTER CONSULTING SERVICES AGREEMENTMaster Consulting Services Agreement • November 14th, 2016 • Ichor Holdings, Ltd. • Semiconductors & related devices • Delaware
This Amended and Restated Master Consulting Services Agreement (this “Agreement”), dated August 11, 2015 and effective as of January 1, 2015 (the “Effective Date”), by and between Ichor Systems, Inc. (the “Company”) and Francisco Partners Consulting, LLC, a Delaware limited liability company (“FPC”). This Agreement supersedes all prior agreements between the Company and FPC, including, for the avoidance of doubt, that certain Master Consulting Agreement, dated June 9, 2015 and effective as of January 1, 2015, by and between the Company and FPC.
STOCK OPTION AGREEMENTStock Option Agreement • November 14th, 2016 • Ichor Holdings, Ltd. • Semiconductors & related devices • Delaware
This Stock Option Agreement (this “Agreement”) is made and entered into this [ ]th day of [ ], by and between Ichor Holdings, Ltd., a Cayman Islands corporation (the “Company”) and [ ] (“Optionee”).
November 20, 2019 Mr. Tom Rohrs [XXXXX] [XXXXX] Dear Tom:Chairman Agreement • March 6th, 2020 • Ichor Holdings, Ltd. • Semiconductors & related devices • Delaware
On behalf of Ichor Holdings, Ltd. (the “Company”), we would like to formally confirm our offer to you to serve as chairman (“Executive Chairman”) of the board of directors of the Company (the “Board”). This letter agreement (this “Agreement”) supersedes and replaces that certain Employment Agreement by and between you, Ichor Systems, Inc. and the Company, dated as of September 19, 2014 (the “Prior Agreement”), which, other than as set forth herein, shall be terminated in connection with this Agreement; provided, that, you agree that nothing contained in this Agreement shall constitute grounds for your resignation with Good Reason (as defined in the Prior Agreement).
ICHOR HOLDINGS, LTD. 4,000,000 Shares Ordinary Shares ($0.0001 par value)Underwriting Agreement • December 14th, 2020 • Ichor Holdings, Ltd. • Semiconductors & related devices • New York
Ichor Holdings, Ltd., a Cayman Islands exempt limited company (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 4,000,000 shares (the “Firm Shares”) of the Company’s ordinary shares, $0.0001 par value (the “Ordinary Shares”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 600,000 additional shares of the Company’s Ordinary Shares (the “Option Shares”) as set forth below. As the representatives, you have advised the Company that the several Underwriters are willing, acting severally and not jointly, to purchase the number of Firm Shares set forth opposite their respective names on Schedule I hereto. The Firm Shares and the Option Shares are herein collectively called
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONStock Purchase Agreement • February 23rd, 2018 • Ichor Holdings, Ltd. • Semiconductors & related devices
On November 3, 2017, Ichor Holdings, LLC (“Ichor Holdings”), a wholly owned subsidiary of Ichor Holdings, Ltd. (“Ichor”, “us”, “we”, or “our”), entered into a Stock Purchase Agreement (the “Agreement”) to acquire Talon Innovations Corporation (“Talon”), a Minnesota-based leader in the design and manufacturing of high precision machined parts used in leading edge semiconductor tools, (the “Talon Acquisition”) from Talon Innovations Holdings, LLC (“Talon Holdings”). The Talon Acquisition closed on December 11, 2017 (the “Talon Acquisition Date”).
INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE ICHOR HOLDINGS, LTD. 2016 OMNIBUS INCENTIVE PLANIncentive Stock Option Agreement • November 29th, 2016 • Ichor Holdings, Ltd. • Semiconductors & related devices
THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ichor Holdings, Ltd., a Cayman Islands exempted company (the “Company”), and the Participant specified above, pursuant to the Ichor Holdings, Ltd. 2016 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
MASTER CONSULTING SERVICES AGREEMENTMaster Consulting Services Agreement • December 8th, 2016 • Ichor Holdings, Ltd. • Semiconductors & related devices • Delaware
This Master Consulting Services Agreement (this “Agreement”), dated May 3, 2016 and effective as of January 1, 2016 (the “Effective Date”), by and between Ichor Systems (the “Company”) and Francisco Partners Consulting, LLC, a Delaware limited liability company (“FPC”). This Agreement supersedes all prior agreements between the Company and FPC.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • September 21st, 2015 • Ichor Holdings, Ltd. • Semiconductors & related devices
This Separation Agreement and Release Agreement (this “Agreement”) is entered into by David Shimmon (the “Executive”) and Ichor Holdings, Ltd. (the “Company”), effective as of August 26, 2014, but subject to the Executive’s right to revoke certain provisions hereof as set forth in Paragraph 3(c) (the date on which this Agreement becomes irrevocably effective with respect to the Executive is referred to herein as the “Effective Date”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 7th, 2016 • Ichor Holdings, Ltd. • Semiconductors & related devices • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of April 12, 2016 by and among ICHOR HOLDINGS, LLC (“Ichor Holdings”), ICHOR SYSTEMS, INC. (“Ichor Systems”) and PRECISION FLOW TECHNOLOGIES, INC. (“Precision Flow”) (collectively with the Ichor Holdings and Ichor Systems, the “Borrowers”, and each a “Borrower”), BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”), and the financial institutions signatory hereto (the “Lenders”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 13th, 2018 • Ichor Holdings, Ltd. • Semiconductors & related devices • New York
Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Level 1 shall apply, in each case as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the first Business Day following the date on which such Compliance Certificate is delivered. In addition, at all times while the Default Rate is in effect, the highest rate set forth in each column of the Applicable Rate shall apply.
ICHOR HOLDINGS, LTD. INVESTOR RIGHTS AGREEMENT MARCH 16, 2012Investor Rights Agreement • November 14th, 2016 • Ichor Holdings, Ltd. • Semiconductors & related devices • Delaware
THIS INVESTOR RIGHTS AGREEMENT is made as of March 16, 2012, by and among Ichor Holdings, Ltd., a Cayman Islands exempted limited company (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder.”
TRANSITION AGREEMENTTransition Agreement • June 29th, 2017 • Ichor Holdings, Ltd. • Semiconductors & related devices • California
Maurice Carson (hereafter referred to as “the Employee”) has notified Ichor Systems, Inc. (hereafter referred to as “the Company”) and Ichor Holdings, Ltd. (hereafter referred to as “Parent”) that he desires to retire. In respect of the Employee’s desires and in order to provide for appropriate succession of the Employee’s role and responsibilities within the Company, the parties mutually desire to establish a transition plan and define their rights and liabilities with respect to one another upon the Employee’s ultimate separation from the Company. Accordingly, the parties agree as follows:
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 13th, 2018 • Ichor Holdings, Ltd. • Semiconductors & related devices • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of December 11, 2017 by and among ICHOR HOLDINGS, LLC, a Delaware limited liability company (“Ichor Holdings”), ICHOR SYSTEMS, INC., a Delaware corporation (“Ichor Systems”), PRECISION FLOW TECHNOLOGIES, INC., a New York corporation (“Precision Flow”), AJAX-UNITED PATTERNS & MOLDS, INC., a California corporation (“Ajax”), CAL-WELD, INC., a California corporation (“Cal-Weld”), TALON INNOVATIONS CORPORATION, a Minnesota corporation (“Talon”) and TALON INNOVATIONS (FL) CORPORATION, a Florida corporation (“Talon (FL)” and together with Talon, collectively, the “Targets” and each, a “Target”, and collectively with Ajax, Ichor Holdings, Ichor Systems and Precision Flow, the “Borrowers”, and each a “Borrower”), ICICLE ACQUISITION HOLDING B.V. a Netherlands private company with limited liability (“Holdings”) and ICHOR SYSTEMS SINGAPORE PTE. LTD., a Singapore private limited company (“Ichor Singapore” and together with Holdi
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 29th, 2016 • Ichor Holdings, Ltd. • Semiconductors & related devices • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 20[ ] between Ichor Holdings, Ltd., an exempted company incorporated in the Cayman Islands (the “Company”), and [ ] (“Indemnitee”).
RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO THE ICHOR HOLDINGS, LTD. 2016 OMNIBUS INCENTIVE PLANRestricted Stock Award Agreement • November 29th, 2016 • Ichor Holdings, Ltd. • Semiconductors & related devices
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ichor Holdings, Ltd., a Cayman Islands exempted company (the “Company”), and the Participant specified above, pursuant to the Ichor Holdings, Ltd. 2016 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
STOCK PURCHASE AGREEMENT BY AND AMONG ICHOR HOLDINGS, LLC, CAL-WELD, INC., RICHARD A. OLAZABA REVOCABLE TRUST U/D/T DATED MARCH 9, 2011, AND, SOLELY FOR THE PURPOSES OF SECTION 9.14, RICHARD A. OLAZABA DATED AS OF JULY 27, 2017Stock Purchase Agreement • July 31st, 2017 • Ichor Holdings, Ltd. • Semiconductors & related devices • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of July 27, 2017, by and among Ichor Holdings, LLC, a Delaware limited liability company (“Buyer”), Cal-Weld, Inc., a California corporation (the “Company”), Richard A. Olazaba Revocable Trust u/d/t dated March 9, 2011 (the “Seller”) and, solely for the purposes of Section 9.14, Richard A. Olazaba, an individual residing in the State of Hawaii (“Guarantor”). Buyer, the Company, the Seller and Guarantor are collectively referred to herein as the “Parties” and individually as a “Party.”
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 31st, 2017 • Ichor Holdings, Ltd. • Semiconductors & related devices • New York
Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Level 1 shall apply, in each case as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the first Business Day following the date on which such Compliance Certificate is delivered. In addition, at all times while the Default Rate is in effect, the highest rate set forth in each column of the Applicable Rate shall apply.
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE ICHOR HOLDINGS, LTD. 2016 OMNIBUS INCENTIVE PLANNonqualified Stock Option Agreement • November 29th, 2016 • Ichor Holdings, Ltd. • Semiconductors & related devices • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ichor Holdings, Ltd., a Cayman Islands exempted company (the “Company”), and the Participant specified above, pursuant to the Ichor Holdings, Ltd. 2016 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
STOCK PURCHASE AGREEMENT BY AND AMONG TALON INNOVATIONS CORPORATION, TALON INNOVATIONS HOLDINGS LLC, ICHOR HOLDINGS, LLC, AND THE BUYER GUARANTORS DATED AS OF NOVEMBER 3, 2017Stock Purchase Agreement • March 13th, 2018 • Ichor Holdings, Ltd. • Semiconductors & related devices • Delaware
