CMI Acquisition, LLC Sample Contracts

Number of Shares] SkyWater Technology, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • April 12th, 2021 • SkyWater Technology, Inc • Semiconductors & related devices • New York
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OPEN MARKET SALE AGREEMENTSM
SkyWater Technology, Inc • September 2nd, 2022 • Semiconductors & related devices • New York
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AMENDED AND RESTATED CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lead Arranger, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Book Runner, THE LENDERS THAT ARE...
Credit Agreement • March 22nd, 2021 • CMI Acquisition, LLC • Semiconductors & related devices • Illinois

THIS AMENDED AND RESTATED CREDIT AGREEMENT, is entered into as of December 28, 2020 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as lead arranger (in such capacity, together with its successors and permitted assigns in such capacity, the “Lead Arranger”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as book runner (in such capacity, together with its successors and permitted assigns in such capacity, the “Book Runner”), CMI ACQUISITION, LLC, a Delaware limited l

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LOAN AND SECURITY AGREEMENT Dated as of December 28, 2022 among SIENA LENDING GROUP LLC, as Agent, SIENA LENDING GROUP LLC, GRC SPV INVESTMENTS, LLC, and the other financial institutions party hereto from time to time, as Lenders SKYWATER TECHNOLOGY...
Loan and Security Agreement • January 4th, 2023 • SkyWater Technology, Inc • Semiconductors & related devices • New York

This Loan and Security Agreement (as it may be amended, restated or otherwise modified from time to time, this “Agreement”) is entered into as of December 28, 2022 among Siena Lending Group LLC (“Siena”), as agent for the Lenders (in such capacity, together with its successors and assigns, “Agent”), Siena, GRC SPV Investments, LLC (“GRC”; and together with Siena and the other lenders from time to time party hereto, and their respective successors and permitted assigns, collectively, the “Lenders” and each individual, a “Lender”), SkyWater Technology Foundry, Inc., a Delaware corporation (“SkyWater Foundry”), SkyWater Federal, LLC, a Wyoming limited liability company (“SkyWater Federal”), SkyWater Florida, Inc., a Delaware corporation company (“SkyWater Florida”; and together with SkyWater Foundry, SkyWater Federal and any other Person who from time to time becomes a borrower hereunder, collectively, the “Borrowers” and each individually, a “Borrower”), SkyWater Technology, Inc., a Dela

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 12th, 2021 • SkyWater Technology, Inc • Semiconductors & related devices • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of the day of , 2021 by and between SkyWater Technology, Inc., a Delaware corporation, (the “Company”) and (the “Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 19th, 2021 • SkyWater Technology, Inc • Semiconductors & related devices • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 23, 2021 (the “Effective Date”), is made by and between SkyWater Technology, Inc., a Delaware corporation (together with any successor thereto, the “Company”), CMI Oxbow Partners, LLC, a Delaware limited liability company (together with any successors thereto, “Oxbow”) and the individuals identified on Schedule A hereto.

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REDEMPTION AGREEMENT
Redemption Agreement • March 22nd, 2021 • CMI Acquisition, LLC • Semiconductors & related devices • Delaware

THIS REDEMPTION AGREEMENT (“Agreement”), dated as of December 29, 2020 (the “Effective Date”), is entered into by and between CMI ACQUISITION, LLC, a Delaware limited liability company (the “Company”), and Gary Obermiller, an individual and resident of the State of Minnesota (“Seller”).

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SKYWATER TECHNOLOGY, INC.
Nonqualified Stock Option Agreement • March 22nd, 2021 • CMI Acquisition, LLC • Semiconductors & related devices

SkyWater Technology, Inc., a Delaware corporation (the “Company”), hereby grants an option (the “Option”) to purchase shares of the Company’s common stock, par value $0.01 per share (the “Stock”), to the Grantee named below, subject to the vesting conditions set forth below. Additional terms and conditions of the Option are set forth on this cover sheet and in the attached Nonqualified Stock Option Agreement (together, the “Agreement”) and in the SkyWater Technology, Inc. 2021 Equity Incentive Plan (as amended from time to time, the “Plan”).

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SKYWATER TECHNOLOGY, INC.
Restricted Stock Unit Agreement • March 22nd, 2021 • CMI Acquisition, LLC • Semiconductors & related devices

SkyWater Technology, Inc., a Delaware corporation (the “Company”), hereby grants restricted stock units (the “RSUs”) relating to shares of the Company’s common stock, par value $0.01 per share (the “Stock”), to the Grantee named below, subject to the vesting conditions set forth below. Additional terms and conditions of the RSUs are set forth on this cover sheet and in the attached Restricted Stock Unit Agreement (together, the “Agreement”) and in the SkyWater Technology, Inc. 2021 Equity Incentive Plan (as amended from time to time, the “Plan”).

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CONSULTING AGREEMENT
Consulting Agreement • August 4th, 2023 • SkyWater Technology, Inc • Semiconductors & related devices

THIS CONSULTING AGREEMENT (“Agreement”) is made and entered into as of August 1, 2023 (the “Effective Date”) by and between SkyWater Technology Foundry, Inc., having its principal place of business located at 2401 East 86th Street, Bloomington, MN 55425 (“SkyWater”), and Oxbow Industries, LLC, having its principal place of business located at 4450 Excelsior Blvd, Suite 440, Minneapolis, MN 55416 (“Oxbow” or “Consultant”).

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PROJECT PATRIOT BONUS AGREEMENT
Project Patriot Bonus Agreement • March 22nd, 2021 • CMI Acquisition, LLC • Semiconductors & related devices • Minnesota

SkyWater Technology Foundry, Inc. is pleased to present you with this Project Patriot Bonus Agreement, which has the potential bonus earnings value of $250,000 (subject to applicable tax withholdings), subject to all the terms and conditions detailed below.

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Amendment No. 2 to the Process Technology License Agreement between Cypress Semiconductor Corporation and SkyWater Technology Foundry, Inc. (f/k/a Cypress Semiconductor (Minnesota) Inc.)
Technology License Agreement • April 12th, 2021 • SkyWater Technology, Inc • Semiconductors & related devices

This Amendment Number 2 (“Amendment”) to the Process Technology License Agreement by and between Cypress Semiconductor Corporation (“Licensor”) and SkyWater Technology Foundry, Inc. (f/k/a/ Cypress Semiconductor (Minnesota) Inc.) (“Licensee”), dated March 1, 2017 (“Agreement”) is effective as of April 16, 2020.

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MANAGEMENT FEE AGREEMENT
Management Fee Agreement • March 22nd, 2021 • CMI Acquisition, LLC • Semiconductors & related devices • Minnesota

THIS MANAGEMENT FEE AGREEMENT (this “Agreement”’) is made as of March 1, 2017, by and between SkyWater Technology Foundry, Inc. a Delaware C Corporation (the “Company”’), and Oxbow Industries, LLC a Minnesota limited liability company (the “Manager”).

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SKYWATER TECHNOLOGY, INC.
Incentive Stock Option Agreement • March 22nd, 2021 • CMI Acquisition, LLC • Semiconductors & related devices • Delaware

SkyWater Technology, Inc., a Delaware corporation (the “Company”), hereby grants an option (the “Option”) to purchase shares of the Company’s common stock, par value $0.01 per share (the “Stock”), to the Grantee named below, subject to the vesting conditions set forth below. Additional terms and conditions of the Option are set forth on this cover sheet and in the attached Incentive Stock Option Agreement (together, the “Agreement”) and in the SkyWater Technology, Inc. 2021 Equity Incentive Plan (as amended from time to time, the “Plan”).

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PROJECT PATRIOT BONUS AGREEMENT
Project Patriot Bonus Agreement • March 22nd, 2021 • CMI Acquisition, LLC • Semiconductors & related devices • Minnesota

SkyWater Technology Foundry, Inc. is pleased to present you with this Project Patriot Bonus Agreement, which has the potential bonus earnings value of $62,500 (subject to applicable tax withholdings), subject to all the terms and conditions detailed below.

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SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 4th, 2021 • SkyWater Technology, Inc • Semiconductors & related devices

This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is entered into as of August 1st, 2021 by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a "Lender" and collectively as "Lenders"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent"), SKYWATER TECHNOLOGY, INC., a Delaware corporation, successor by conversion to CMI Acquisition, LLC, a Delaware limited liability company ("Parent"), and SKYWATER TECHNOLOGY FOUNDRY, INC., a Delaware corporation ("SkyWater").

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PURCHASE AGREEMENT
Purchase Agreement • March 22nd, 2021 • CMI Acquisition, LLC • Semiconductors & related devices • Minnesota

THIS PURCHASE AGREEMENT (this “Agreement”), is made and entered into this 29th day of September, 2020 (“Effective Date”) by and between Skywater Technology Foundry, Inc., a Delaware corporation (“Seller”), and Oxbow Realty Partners, LLC, a Delaware limited liability company (“Buyer”).

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RESTRICTED UNIT UNIT AGREEMENT COVER SHEET
Restricted Unit Unit Agreement • March 22nd, 2021 • CMI Acquisition, LLC • Semiconductors & related devices • Delaware

By your acknowledgement of this Agreement, you agree to all of the terms and conditions described in the Agreement. You acknowledge that you have carefully reviewed this Agreement.

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WARRANT PURCHASE AGREEMENT
Warrant Purchase Agreement • March 22nd, 2021 • CMI Acquisition, LLC • Semiconductors & related devices • Delaware

THIS WARRANT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 27, 2020 (the “Effective Date”), by and between CMI ACQUISITION, LLC, a Delaware limited liability company (the “Company”), and GORDON BROTHERS FINANCE COMPANY, a Delaware corporation (the “Holder”).

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Legend: [***] Certain information in this document has been omitted from this exhibit pursuant to Instruction 6 of Item 1.01 of Form 8-K because it is both (i) not material and (ii) information that SkyWater Technology, Inc. treats as private or...
SkyWater Technology, Inc • April 4th, 2022 • Semiconductors & related devices • Delaware

WHEREAS, Infineon and Infineon’s Affiliates are in the business of designing, manufacturing and marketing of semiconductor products;

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RESTRICTED UNIT AGREEMENT
Restricted Unit Agreement • March 22nd, 2021 • CMI Acquisition, LLC • Semiconductors & related devices • Delaware

THIS RESTRICTED UNIT AGREEMENT (this “Agreement”) is made and entered into as of [______], 20[_] (the “Effective Date”), by and between CMI ACQUISITION, LLC, a Delaware limited liability company (the “Company”), and [_______], an individual (“Grantee”).

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LEASE
Lease • March 22nd, 2021 • CMI Acquisition, LLC • Semiconductors & related devices • Minnesota

THIS LEASE (the “Lease”), is made this 30th day of September, 2020 (“Effective Date”), by and between Oxbow Realty Partners, LLC, a Delaware limited liability company (“Landlord”), whose address is 5000 West 36th Street, Suite 130, Minneapolis, MN, 55416, and SKYWATER TECHNOLOGY FOUNDRY, INC., a Delaware corporation (“Tenant”), whose address is 2401 East 86th Street, Bloomington, Minnesota 55425. Landlord and Tenant may sometimes be collectively referred to herein as the “parties” or each a “party”.

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PROJECT PATRIOT BONUS AGREEMENT
Project Patriot Bonus Agreement • March 22nd, 2021 • CMI Acquisition, LLC • Semiconductors & related devices • Minnesota

SkyWater Technology Foundry, Inc. is pleased to present you with this Project Patriot Bonus Agreement, which has the potential bonus earnings value of $300,000 (subject to applicable tax withholdings), subject to all the terms and conditions detailed below.

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THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 8th, 2021 • SkyWater Technology, Inc • Semiconductors & related devices

This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is entered into as of November 3, 2021 by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a "Lender" and collectively as "Lenders"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent"), SKYWATER TECHNOLOGY, INC., a Delaware corporation, successor by conversion to CMI Acquisition, LLC, a Delaware limited liability company ("Parent"), and SKYWATER TECHNOLOGY FOUNDRY, INC., a Delaware corporation ("SkyWater").

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PROCESS TECHNOLOGY LICENSE AGREEMENT BETWEEN CYPRESS SEMICONDUCTOR CORPORATION AND CYPRESS SEMICONDUCTOR (MINNESOTA) INC. DATED AS OF MARCH 1, 2017
Technology License Agreement • April 12th, 2021 • SkyWater Technology, Inc • Semiconductors & related devices • Delaware

This Process Technology License Agreement, including the Exhibits hereto (this “Agreement”), is made by and between Cypress Semiconductor Corporation, a Delaware corporation with its principal place of business at 198 Champion Court, San Jose, CA 95134 (“Licensor”) and Cypress Semiconductor (Minnesota) Inc., a Delaware corporation with its principal place of business at 2401 East 86th St., Bloomington, MN 55425 (“Licensee”, together with Licensor, referred to individually as a “Party” and collectively as the “Parties”).

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Amendment No. 1 to the Process Technology License Agreement between Cypress Semiconductor Corporation and SkyWater Technology Foundry, Inc. (f/k/a Cypress Semiconductor (Minnesota) Inc.)
Technology License Agreement • April 12th, 2021 • SkyWater Technology, Inc • Semiconductors & related devices

This Amendment Number 1 (“Amendment”) to the Process Technology License Agreement by and between Cypress Semiconductor Corporation (“Licensor”) and SkyWater Technology Foundry, Inc. (f/k/a/ Cypress Semiconductor (Minnesota) Inc.) (“Licensee”), dated March 1, 2017 (“Agreement”) will become effective on the Amendment Effective Date, defined below.

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WAIVER, CONSENT AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 22nd, 2021 • CMI Acquisition, LLC • Semiconductors & related devices

This WAIVER, CONSENT AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of March 19, 2021 by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), CMI ACQUISITION, LLC, a Delaware limited liability company (“Parent”), and SKYWATER TECHNOLOGY FOUNDRY, INC., a Delaware corporation (“SkyWater”).

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SKYWATER TECHNOLOGY, INC.
Restricted Stock Unit Agreement • April 15th, 2021 • SkyWater Technology, Inc • Semiconductors & related devices • Delaware

SkyWater Technology, Inc., a Delaware corporation (the “Company”), hereby grants restricted stock units (the “RSUs”) relating to shares of the Company’s common stock, par value $0.01 per share (the “Stock”), to the Grantee named below, subject to the vesting conditions set forth below. Additional terms and conditions of the RSUs are set forth on this cover sheet and in the attached Restricted Stock Unit Agreement (together, the “Agreement”) and in the SkyWater Technology, Inc. 2021 Equity Incentive Plan (as amended from time to time, the “Plan”).

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TECHNOLOGY AND ECONOMIC DEVELOPMENT AGREEMENT By and Between OSCEOLA COUNTY, FLORIDA and SKYWATER FLORIDA, INC. joined for limited purposes by ICAMR, Inc., a Florida nonprofit corporation dba BRIDG
Technology and Economic Development Agreement • March 22nd, 2021 • CMI Acquisition, LLC • Semiconductors & related devices • Florida

THIS TECHNOLOGY AND ECONOMIC DEVELOPMENT AGREEMENT (including any amendments and supplements hereto executed and delivered in accordance with the terms hereof, this “Technology Development Agreement”) is made and entered into as of January 25, 2021 (the “Signing Date”) and, subject to the terms and conditions hereof, effective as of the Effective Date, by and between Osceola County, a charter county and political subdivision of the State of Florida (“Osceola County”) and SkyWater Florida, Inc., a Delaware corporation authorized to transact business in the State of Florida (“SkyWater”) and joined for limited purposes by ICAMR, Inc., a Florida nonprofit corporation dba BRIDG (“BRIDG”).

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