SHIMMICK CORPORATION UNDERWRITING AGREEMENT 4,550,000 Shares of Common StockUnderwriting Agreement • October 24th, 2023 • Shimmick Corp • Heavy construction other than bldg const - contractors • New York
SHIMMICK CORPORATION, formerly known as SCCI National Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as the representative (the “Representative”), an aggregate of 4,550,000 authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of the Company. The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth herein, up to an additional 682,500 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares.”
CREDIT AGREEMENT DATED AS OF FEBRUARY 26, 2021 AMONG SHIMMICK CONSTRUCTION COMPANY, INC., THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, AND BMO HARRIS BANK N.A., AS ADMINISTRATIVE AGENT BMO HARRIS BANK...Credit Agreement • October 5th, 2023 • Shimmick Corp • Heavy construction other than bldg const - contractors • New York
This Credit Agreement is entered into as of February 26, 2021, by and among Shimmick Construction Company, Inc., a California corporation (the “Borrower”), SCCI National Holdings, Inc., a Delaware corporation (the “Parent”), the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and BMO HARRIS BANK N.A., as Administrative Agent as provided herein.
AMENDMENT NO. 3 TO CREDIT, SECURITY AND GUARANTY AGREEMENTCredit, Security and Guaranty Agreement • May 20th, 2024 • Shimmick Corp • Heavy construction other than bldg const - contractors • New York
This AMENDMENT NO. 3 TO CREDIT, SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made as of this 20th day of May, 2024 (the “Third Amendment Effective Date”), by and among SHIMMICK CONSTRUCTION COMPANY, INC., a California corporation (“Shimmick”), RUST CONSTRUCTORS INC., a Delaware corporation, THE LEASING CORPORATION, a Nevada corporation, (collectively, the “Borrowers” and each individually, a “Borrower”), SHIMMICK CORPORATION (f/k/a SCCI National Holdings, Inc.), a Delaware corporation (“Holdings”), MIDCAP FUNDING IV TRUST, a Delaware statutory trust, as Agent, and the financial institutions or other entities parties hereto, each as a Lender.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • October 24th, 2023 • Shimmick Corp • Heavy construction other than bldg const - contractors • Delaware
This INDEMNIFICATION AGREEMENT is made and executed effective as of [DATE] by and between Shimmick Corporation, a Delaware corporation (the “Company”), and [NAME], an individual resident of the State of [STATE] (the “Indemnitee”).
CREDIT, SECURITY AND GUARANTY AGREEMENT dated as of March 27, 2023 by and among SHIMMICK CONSTRUCTION COMPANY, INC., RUST CONSTRUCTORS INC., THE LEASING CORPORATION, and the other entities shown on the signature pages hereto and any additional...Credit, Security and Guaranty Agreement • October 27th, 2023 • Shimmick Corp • Heavy construction other than bldg const - contractors • New York
THIS CREDIT, SECURITY AND GUARANTY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of March 27, 2023 by and among SHIMMICK CONSTRUCTION COMPANY, INC., a California corporation (“Shimmick”), RUST CONSTRUCTORS INC., a Delaware corporation, THE LEASING CORPORATION, a Nevada corporation, and each additional borrower that may hereafter be added to this Agreement (collectively, together with each of their successors and permitted assigns, each individually as a “Borrower”, and collectively as “Borrowers”), SCCI NATIONAL HOLDINGS, INC., a Delaware corporation (“Holdings”), and any entities that become party hereto as Guarantors (together with each of their successors and permitted assigns, each individually as a “Guarantor”, and collectively as “Guarantors”), MIDCAP FUNDING IV TRUST, a Delaware statutory trust, as Agent, and the financial institutions or other entities from time to time parties hereto, each as
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 27th, 2023 • Shimmick Corp • Heavy construction other than bldg const - contractors
This Loan and Security Agreement (“Loan Agreement”), by and between Hudson Bridge Partners, LLC and/or its assigns (the “Lender”) and Shimmick Construction Company, Inc., (“Borrower”), is effective this 13th day of September 2023.
AMENDMENT NO. 1 TO CREDIT, SECURITY AND GUARANTY AGREEMENTCredit, Security and Guaranty Agreement • October 27th, 2023 • Shimmick Corp • Heavy construction other than bldg const - contractors • New York
This AMENDMENT NO. 1 TO CREDIT, SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made as of this 30th day of June 2023 (the “First Amendment Effective Date”), by and among SHIMMICK CONSTRUCTION COMPANY, INC., a California corporation (“Shimmick”), RUST CONSTRUCTORS INC., a Delaware corporation, THE LEASING CORPORATION, a Nevada corporation, (collectively, the “Borrowers” and each individually, a “Borrower”), SCCI NATIONAL HOLDINGS, INC., a Delaware corporation (“Holdings”), MIDCAP FUNDING IV TRUST, a Delaware statutory trust, as Agent, and the financial institutions or other entities parties hereto, each as a Lender.
AMENDMENT NO. 2 TO CREDIT, SECURITY AND GUARANTY AGREEMENTCredit, Security and Guaranty Agreement • October 27th, 2023 • Shimmick Corp • Heavy construction other than bldg const - contractors • New York
This AMENDMENT NO. 2 TO CREDIT, SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made as of this 22nd day of September, 2023 (the “Second Amendment Effective Date”), by and among SHIMMICK CONSTRUCTION COMPANY, INC., a California corporation (“Shimmick”), RUST CONSTRUCTORS INC., a Delaware corporation, THE LEASING CORPORATION, a Nevada corporation, (collectively, the “Borrowers” and each individually, a “Borrower”), SHIMMICK CORPORATION (f/k/a SCCI National Holdings, Inc.), a Delaware corporation (“Holdings”), MIDCAP FUNDING IV TRUST, a Delaware statutory trust, as Agent, and the financial institutions or other entities parties hereto, each as a Lender.
AMENDMENT NO. 1 TO CREDIT, SECURITY AND GUARANTY AGREEMENTCredit, Security and Guaranty Agreement • September 26th, 2024 • Shimmick Corp • Heavy construction other than bldg const - contractors • New York
This AMENDMENT NO. 1 TO CREDIT, SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made as of this 25th day of September, 2024 (the “First Amendment Effective Date”), by and among SHIMMICK CONSTRUCTION COMPANY, INC., a California corporation (“Shimmick”), RUST CONSTRUCTORS INC., a Delaware corporation, THE LEASING CORPORATION, a Nevada corporation, (collectively, the “Borrowers” and each individually, a “Borrower”), SHIMMICK CORPORATION (f/k/a SCCI National Holdings, Inc.), a Delaware corporation (“Holdings”), ALTER DOMUS (US) LLC, a Delaware limited liability company, as Agent, and the financial institutions or other entities parties hereto, each as a Lender.
AMENDMENT NO. 5 TO CREDIT, SECURITY AND GUARANTY AGREEMENTCredit, Security and Guaranty Agreement • September 26th, 2024 • Shimmick Corp • Heavy construction other than bldg const - contractors • New York
This AMENDMENT NO. 5 TO CREDIT, SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made as of September 25, 2024 (the “Fifth Amendment Effective Date”), by and among SHIMMICK CONSTRUCTION COMPANY, INC., a California corporation (“Shimmick”), RUST CONSTRUCTORS INC., a Delaware corporation, THE LEASING CORPORATION, a Nevada corporation, (collectively, the “Borrowers” and each individually, a “Borrower”), SHIMMICK CORPORATION (f/k/a SCCI National Holdings, Inc.), a Delaware corporation (“Holdings”), MIDCAP FUNDING IV TRUST, a Delaware statutory trust, as Agent, and the financial institutions or other entities parties hereto, each as a Lender.
FIRST AMENDMENT TO STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL ESTATEStandard Offer, Agreement and Escrow Instructions for Purchase of Real Estate • August 16th, 2024 • Shimmick Corp • Heavy construction other than bldg const - contractors • California
THIS FIRST AMENDMENT TO STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL ESTATE (the “Amendment”) is entered into August ___, 2024 (the “Effective Date”) by and between SHIMMICK CONSTRUCTION COMPANY, INC., a California corporation (“Seller”) and Alterra IOS Acquisitions III, LLC, a Delaware limited liability company (“Buyer”).
SHARE ISSUANCE AGREEMENTShare Issuance Agreement • May 20th, 2024 • Shimmick Corp • Heavy construction other than bldg const - contractors
THIS SHARE ISSUANCE AGREEMENT (this “Agreement”) is entered into as of May 20, 2024 between Shimmick Corporation, a Delaware corporation (“Shimmick”) and AECOM, a Delaware corporation (“AECOM”), for the issuance by Shimmick to AECOM of 7,745,000 shares of common stock, par value $0.01 (the “Common Stock”), of Shimmick (such shares of Common Stock to be delivered hereunder, the “Shares”).
FINANCING AGREEMENTFinancing Agreement • March 28th, 2024 • Shimmick Corp • Heavy construction other than bldg const - contractors • New York
This Financing Agreement (“Agreement”) is made and entered into this 26th day of March, 2024, by and among Shimmick Corporation f/k/a SCCI National Holdings, Inc., Shimmick Construction Company, Inc., The Leasing Corporation, Rust Constructors, Inc., and Rust Constructors Puerto Rico, Inc., and any and all affiliates, subsidiaries, successors and assigns thereof (individually and collectively, “Indemnitors”); and Berkshire Hathaway Specialty Insurance Company, National Liability & Fire Insurance Company, National Indemnity Company and any and all affiliates, subsidiaries, successors and assigns thereof (collectively, “Surety”).
AECOM 13355 Noel Road #400 Dallas, Texas 75240Side Letter to Credit Agreement • May 20th, 2024 • Shimmick Corp • Heavy construction other than bldg const - contractors
This letter agreement (this “Agreement”) serves to memorialize the agreement between AECOM, a Delaware corporation (together with its successors and assigns, “AECOM”) and Shimmick Corporation, a Delaware corporation (“Shimmick,” and together with its wholly-owned subsidiaries, the “Credit Parties”, and Shimmick, together with AECOM, the “Parties”) in relation to that certain Credit, Security and Guaranty Agreement, dated as of the date hereof, by and among Shimmick Construction Company, Inc., Rust Constructors Inc., The Leasing Corporation, Shimmick, the other guarantors party thereto, the agent thereunder, and the lenders from time to time party thereto (as amended, amended and restated, supplemented or modified from time to time in accordance with the terms thereof, the “Credit Agreement”). Capitalized terms used but not defined herein (other than in paragraph 6 below) shall have the meanings given such terms in the Credit Agreement. This Agreement is the “AECOM Side Letter” referred
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • June 21st, 2024 • Shimmick Corp • Heavy construction other than bldg const - contractors • Colorado
This SEPARATION AGREEMENT AND GENERAL RELEASE ("Agreement") is made and entered into by and between Shimmick Construction Company, Inc. (“Employer”) and DEVIN NORDHAGEN ("Employee") (collectively referred to as the “Parties”) on the terms and conditions set forth below.
PURCHASE AND SALE AGREEMENT BY AND AMONG AECOM, URS HOLDINGS, INC. AND, SCC GROUP, LLC Dated as of December 9, 2020Purchase and Sale Agreement • October 5th, 2023 • Shimmick Corp • Heavy construction other than bldg const - contractors • Delaware
This PURCHASE AND SALE AGREEMENT, dated as of December 9, 2020 (this “Agreement”), is by and among AECOM, a Delaware corporation (“Seller Parent”), URS Holdings, Inc., a Delaware corporation (“Seller”) and SCC Group, LLC, a Delaware limited liability company (“Purchaser”) and, together with Seller and Seller Parent, the “Parties”).
ARMED SERVICES BOARD OF CONTRACT APPEALSSettlement Agreement • August 16th, 2024 • Shimmick Corp • Heavy construction other than bldg const - contractors
For the purpose of disposing of the Parties’ claims, without any further proceedings and without there being any further adjudication of any issue of law or fact, and without constituting an admission of liability on the part of any party, and for no other purpose, the appellant, Shimmick Construction Company, Inc. (“SCCI”), and the appellee, the United States Army Corps of Engineers (“the Government”) (collectively, “the Parties”) enter into this Settlement Agreement.
EMPLOYMENT AND TRANSITION AGREEMENTEmployment Agreement • November 18th, 2024 • Shimmick Corp • Heavy construction other than bldg const - contractors • Idaho
This Employment and Transition Agreement (this “Agreement”) is made and entered into effective as of the November 12, 2024 (the “Effective Date”) between Shimmick Corporation, a Delaware corporation (the “Company”) and Steven E. Richards (the “Executive”).
RECITALSCredit, Security and Guaranty Agreement • August 16th, 2024 • Shimmick Corp • Heavy construction other than bldg const - contractors • New York
Agent, Lenders, Borrowers and Holdings have entered into that certain Credit, Security and Guaranty Agreement, dated as of March 27, 2023 (as amended by that certain Amendment No. 1 to Credit, Security and Guaranty Agreement, dated as of June 29, 2023, by that certain Amendment No. 2 to Credit, Security and Guaranty Agreement, dated as of September 22, 2023 and by that certain Amendment No. 3 to Credit, Security and Guaranty Agreement, dated as of May 20, 2024, the “Existing Credit Agreement” and as amended hereby and as it may be further amended, modified, supplemented and restated from time to time, the “Credit Agreement”), pursuant to which the Lenders have agreed to make certain advances of money and to extend certain financial accommodations to Borrowers in the amounts and manner set forth in the Credit Agreement.
PRIVATE AND CONFIDENTIAL June 19, 2024 Amanda Mobley Dear Amanda: RE: Retention AgreementRetention Agreement • June 21st, 2024 • Shimmick Corp • Heavy construction other than bldg const - contractors
Our plan to grow and transform Shimmick continues, and we have identified you as a key player in driving our company's growth and success. Your skills, expertise, and commitment have not gone unnoticed, and we want to ensure that you continue to grow with us. As a token of our appreciation and to encourage your continued excellence, we are offering you a retention package. This retention has the following components:
