EXHIBIT 4.4
REGISTRATION RIGHTS AGREEMENT
dated as of
December 2, 2002
among
ULTRA CLEAN HOLDINGS, INC.
and
FP-ULTRA CLEAN, L.L.C.
TABLE OF CONTENTS
Page
ARTICLE 1
Definitions
Section 1.01. Definitions....................................... 1
ARTICLE 2
Registration Rights
Section 2.01. Demand Registration............................... 5
Section 2.02. Piggyback Registration............................ 7
Section 2.03. Registration Procedures........................... 9
Section 2.04. Indemnification by the Company................... 12
Section 2.05. Indemnification by Participating Shareholders.... 13
Section 2.06. Conduct of Indemnification Proceedings........... 14
Section 2.07. Contribution..................................... 15
Section 2.08. Participation in Public Offering................. 16
Section 2.09. Other Indemnification............................ 17
Section 2.10. Cooperation by the Company....................... 17
Section 2.11. No Transfer of Registration Rights............... 17
ARTICLE 3
Certain Covenants and Agreements
Section 3.01. Reports.......................................... 17
Section 3.02. Limitations on Subsequent Registration Rights.... 18
Section 3.03. Conflicting Agreements........................... 19
ARTICLE 4
Miscellaneous
Section 4.01. Binding Effect; Assignability; Benefit........... 19
Section 4.02. Notices.......................................... 19
Section 4.03. Waiver; Amendment; Termination................... 20
Section 4.04. Fees and Expenses................................ 20
Section 4.05. Governing Law.................................... 21
Section 4.06. Jurisdiction..................................... 21
Section 4.07. WAIVER OF JURY TRIAL............................. 21
Section 4.08. Specific Enforcement............................. 21
Section 4.09. Counterparts; Effectiveness...................... 21
Section 4.10. Entire Agreement................................. 22
Section 4.11. Captions......................................... 22
Section 4.12. Severability..................................... 22
Exhibit A: Joinder Agreement
ii
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement (this "AGREEMENT") dated as of
December 2, 2002 among Ultra Clean Holdings, Inc., a Delaware corporation (the
"COMPANY"), and FP-Ultra Clean, L.L.C. ("FP").
W I T N E S S E T H:
WHEREAS, pursuant to the Subscription Agreements, FP has acquired
securities of the Company;
WHEREAS, the parties hereto desire to enter into this Agreement to
govern certain of their rights, duties and obligations after consummation of the
transactions contemplated by the Subscription Agreements;
NOW, THEREFORE, in consideration of the covenants and agreements
contained herein and in the Subscription Agreements, the parties hereto agree as
follows:
Article 1
Definitions
Section 1.01. Definitions. (a) The following terms, as used herein,
have the following meanings:
"AFFILIATE" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by or under common control with
such Person, provided that no securityholder of the Company shall be deemed an
Affiliate of any other securityholder solely by reason of any investment in the
Company. For the purpose of this definition, the term "CONTROL" (including, with
correlative meanings, the terms "CONTROLLING", "CONTROLLED BY" and "UNDER COMMON
CONTROL WITH"), as used with respect to any Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting
securities, by contract or otherwise.
"AGGREGATE OWNERSHIP" means, with respect to any Shareholder or
group of Shareholders, and with respect to any class of Company Securities, the
total amount of such class of Company Securities "beneficially owned" (as such
term is defined in Rule 13d-3 of the Exchange Act) (without duplication) by such
Shareholder or group of Shareholders as of the date of such calculation,
calculated on a Fully-Diluted basis.
"BUSINESS DAY" means any day except a Saturday, Sunday or other day
on which commercial banks in San Francisco, California are authorized by law to
close.
"COMMON STOCK" means the common stock, par value $0.001 per share,
of the Company and any stock into which such Common Stock may thereafter be
converted or changed.
"COMPANY SECURITIES" means (i) the Common Stock, (ii) securities
convertible into or exchangeable for Common Stock, (iii) any other equity or
equity-linked security issued by the Company and (iv) options, warrants or other
rights to acquire Common Stock or any other equity or equity-linked security
issued by the Company.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
"FIRST PUBLIC OFFERING" means the first Public Offering after the
date hereof.
"FULLY-DILUTED" means, with respect to any class of Company
Securities, all outstanding shares and all shares issuable in respect of
securities convertible into or exchangeable for such shares, all stock
appreciation rights, options, warrants and other rights to purchase or subscribe
for such Company Securities or securities convertible into or exchangeable for
such Company Securities.
"NASD" means the National Association of Securities Dealers, Inc.
"PERSON" means an individual, corporation, limited liability
company, partnership, association, trust or other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.
"PUBLIC OFFERING" means an underwritten public offering of
Registrable Securities of the Company pursuant to an effective registration
statement under the Securities Act.
"REGISTRABLE SECURITIES" means, at any time, any Shares and any
securities issued or issuable in respect of such Shares by way of conversion,
exchange, stock dividend, split or combination, recapitalization, merger,
consolidation, other reorganization or otherwise until (i) a registration
statement covering such Shares has been declared effective by the SEC and such
Shares have been disposed of pursuant to such effective registration statement,
(ii) such Shares are sold under circumstances in which all of the applicable
conditions of Rule 144 (or any similar provisions then in force) under the
Securities Act are met or such securities may be sold pursuant to Rule 144(k) or
(iii) such Shares are otherwise Transferred, the Company has delivered a new
certificate or other
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evidence of ownership for such Shares not bearing the legend required pursuant
to this Agreement and such Shares may be resold without subsequent registration
under the Securities Act.
"REGISTRATION EXPENSES" means any and all expenses incident to the
performance of or compliance with any registration or marketing of securities,
including all (i) registration and filing fees, and all other fees and expenses
payable in connection with the listing of securities on any securities exchange
or automated interdealer quotation system, (ii) fees and expenses of compliance
with any securities or "blue sky" laws (including reasonable fees and
disbursements of counsel in connection with "blue sky" qualifications of the
securities registered), (iii) expenses in connection with the preparation,
printing, mailing and delivery of any registration statements, prospectuses and
other documents in connection therewith and any amendments or supplements
thereto, (iv) security engraving and printing expenses, (v) internal expenses of
the Company (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), (vi) reasonable
fees and disbursements of counsel for the Company and customary fees and
expenses for independent certified public accountants retained by the Company
(including the expenses relating to any comfort letters or costs associated with
the delivery by independent certified public accountants of any comfort letters
requested pursuant to Section 2.03(h)), (vii) reasonable fees and expenses of
any special experts retained by the Company in connection with such
registration, (viii) reasonable fees, out-of-pocket costs and expenses of the
Shareholders, including one counsel for all of the Shareholders participating in
the offering selected (A) by FP, in the case of any offering in which FP
participates, or (B) in any other case, by the Shareholders holding the majority
of the Registrable Securities to be sold for the account of all Shareholders in
the offering, (ix) fees and expenses in connection with any review by the NASD
of the underwriting arrangements or other terms of the offering, and all fees
and expenses of any "qualified independent underwriter," including the fees and
expenses of any counsel thereto, (x) fees and disbursements of underwriters
customarily paid by issuers or sellers of securities, but excluding any
underwriting fees, discounts and commissions attributable to the sale of
Registrable Securities, (xi) costs of printing and producing any agreements
among underwriters, underwriting agreements, any "blue sky" or legal investment
memoranda and any selling agreements and other documents in connection with the
offering, sale or delivery of the Registrable Securities, (xii) transfer agents'
and registrars' fees and expenses and the fees and expenses of any other agent
or trustee appointed in connection with such offering, (xiii) expenses relating
to any analyst or investor presentations or any "road shows" undertaken in
connection with the registration, marketing or selling of the Registrable
Securities, (xiv) fees and expenses payable in connection with any ratings of
the Registrable Securities, including expenses relating to any presentations to
rating agencies and (xv) all
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out-of pocket costs and expenses incurred by the Company or its appropriate
officers in connection with their compliance with Section 2.03(m).
"RULE 144" means Rule 144 (or any successor provisions) under the
Securities Act.
"SEC" means the Securities and Exchange Commission.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"SHARES" means shares of Common Stock.
"SHAREHOLDER" means at any time, any Person (other than the Company)
who shall then be a party to or bound by this Agreement, so long as such Person
shall "beneficially own" (as such term is defined in Rule 13d-3 of the Exchange
Act) any Company Securities.
"SUBSCRIPTION AGREEMENTS" means the Stock Purchase Agreements dated
November 15, 2002, November 26, 2002 and December 2, 2002 between FP and the
Company, any agreement between FP and the Company providing for the purchase by
FP of any Company Securities entered into after the date of this Agreement, and
any agreement between FP and a Shareholder providing for the Transfer of Company
Securities from FP to such Shareholder.
"SUBSIDIARY" means, with respect to any Person, any entity of which
securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other persons performing similar functions
are at the time directly or indirectly owned by such Person.
"TRANSFER" means, with respect to any Company Securities, (i) when
used as a verb, to sell, assign, dispose of, exchange, pledge, encumber,
hypothecate or otherwise transfer such Company Securities or any participation
or interest therein, whether directly or indirectly, or agree or commit to do
any of the foregoing and (ii) when used as a noun, a direct or indirect sale,
assignment, disposition, exchange, pledge, encumbrance, hypothecation, or other
transfer of such Company Securities or any participation or interest therein or
any agreement or commitment to do any of the foregoing.
(b) Each of the following terms is defined in the Section set forth
opposite such term:
TERM SECTION
---- -------
Company................................. Preamble
Confidential Information................ 3.01(b)
Damages................................. 2.04
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TERM SECTION
---- -------
Demand Registration..................... 2.01(a)
FP...................................... Preamble
Indemnified Party....................... 2.06
Indemnifying Party...................... 2.06
Inspectors.............................. 2.03(g)
Lock-Up Period.......................... 2.03
Maximum Offering Size................... 2.01(e)
Piggyback Registration.................. 2.02(a)
Records................................. 2.03(g)
Registering Shareholders................ 2.01(a)
Representatives......................... 3.01(b)
Requesting Shareholder.................. 2.01(a)
Article 2
Registration Rights
Section 2.01. Demand Registration. (a) If at any time following the
earlier of (x) 180 days after the effective date of the registration statement
for the First Public Offering, (y) the expiration of the period during which the
managing underwriters for the First Public Offering shall prohibit the Company
from effecting any other public sale or distribution of Company Securities, and
(z) one year after the date of this Agreement, the Company shall receive a
request from FP (FP shall be referred to herein as the "REQUESTING SHAREHOLDER")
that the Company effect the registration under the Securities Act of all or any
portion of such Requesting Shareholder's Registrable Securities, and specifying
the intended method of disposition thereof, then the Company shall promptly give
notice of such requested registration (each such request shall be referred to
herein as a "DEMAND REGISTRATION") at least 15 Business Days prior to the
anticipated filing date of the registration statement relating to such Demand
Registration to the other Shareholders and thereupon shall use its best efforts
to effect, as expeditiously as possible, the registration under the Securities
Act of:
(i) all Registrable Securities for which the Requesting
Shareholder has requested registration under this Section 2.01, and
(ii) subject to the restrictions set forth in Sections 2.01(e)
and 2.02, all other Registrable Securities of the same class as
those requested to be registered by the Requesting Shareholder that
any Shareholders with rights to request registration under Section
2.02 (all such Shareholders, together with the Requesting
Shareholder, the "REGISTERING SHAREHOLDERS") have requested the
Company to register by request
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received by the Company within 15 Business Days after such
Shareholders receive the Company's notice of the Demand
Registration,
all to the extent necessary to permit the disposition (in accordance with the
intended methods thereof as aforesaid) of the Registrable Securities so to be
registered, provided that the Company shall not be obligated to effect a Demand
Registration unless the aggregate gross proceeds expected to be received from
the sale of the Registrable Securities requested to be included in such Demand
Registration equals or exceeds (x) $25,000,000, if such Demand Registration
would constitute a First Public Offering, or (y) $5,000,000, in all other cases.
In no event shall the Company be required to effect more than one Demand
Registration hereunder within any ninety day period.
(b) Promptly after the expiration of the 15-Business Day-period
referred to in Section 2.01(a)(ii), the Company will notify all Registering
Shareholders of the identities of the other Registering Shareholders and the
number of shares of Registrable Securities requested to be included therein. At
any time prior to the effective date of the registration statement relating to
such registration, the Requesting Shareholders may revoke such request, without
liability to any of the other Registering Shareholders, by providing a notice to
the Company revoking such request.
(c) The Company shall be liable for and pay all Registration
Expenses in connection with any Demand Registration, regardless of whether such
Registration is effected.
(d) A Demand Registration shall not be deemed to have occurred:
(i) unless the registration statement relating thereto (A) has
become effective under the Securities Act and (B) has remained
effective for a period of at least 180 days (or such shorter period
in which all Registrable Securities of the Registering Shareholders
included in such registration have actually been sold thereunder),
provided that such registration statement shall not be considered a
Demand Registration if, after such registration statement becomes
effective, (1) such registration statement is interfered with by any
stop order, injunction or other order or requirement of the SEC or
other governmental agency or court and (2) less than 75% of the
Registrable Securities included in such registration statement have
been sold thereunder; or
(ii) if the Maximum Offering Size is reduced in accordance
with Section 2.01(e) such that less than 662/3% of the Registrable
Securities of the Requesting Shareholders sought to be included in
such registration are included.
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(e) If a Demand Registration involves an underwritten Public
Offering and the managing underwriter advises the Company and the Requesting
Shareholders that, in its view, the number of shares of Registrable Securities
requested to be included in such registration (including any securities that the
Company proposes to be included that are not Registrable Securities) exceeds the
largest number of shares that can be sold without having an adverse effect on
such offering, including the price at which such shares can be sold (the
"MAXIMUM OFFERING SIZE"), the Company shall include in such registration, in the
priority listed below, up to the Maximum Offering Size:
(i) first, all Registrable Securities requested to be
registered by FP,
(ii) second, all Registrable Securities requested to be
included in such registration by any other Registering Shareholder
(allocated, if necessary for the offering not to exceed the Maximum
Offering Size, pro rata among such other Shareholders on the basis
of the relative number of Registrable Securities so requested to be
included in such registration by each such Shareholder), and
(iii) third, any securities proposed to be registered by the
Company.
(f) Upon notice to each Requesting Shareholder, the Company may
postpone effecting a registration pursuant to this Section 2.01 on one occasion
during any period of twelve consecutive months for a reasonable time specified
in the notice but not exceeding 90 days (which period may not be extended or
renewed), if (i) an investment banking firm of recognized national standing
shall advise the Company and the Requesting Shareholders in writing that
effecting the registration would materially and adversely affect an offering of
securities of such Company the preparation of which had then been commenced or
(ii) the Company is in possession of material non-public information the
disclosure of which during the period specified in such notice the Company
reasonably believes would not be in the best interests of the Company.
Section 2.02. Piggyback Registration. (a) If at any time the
Company proposes to register any Company Securities under the Securities Act
(other than a registration on Form S-8 or S-4, or any successor forms, relating
to Common Stock issuable upon exercise of employee stock options or in
connection with any employee benefit or similar plan of the Company or in
connection with a direct or indirect acquisition by the Company of another
Person), whether or not for sale for its own account, the Company shall each
such time give prompt notice at least 30 Business Days prior to the anticipated
filing date of the registration statement relating to such registration to each
Shareholder, which notice shall set forth such Shareholder's rights under this
Section 2.02 and shall offer such Shareholder the
7
opportunity to include in such registration statement the number of Registrable
Securities of the same class or series as those proposed to be registered as
each such Shareholder may request (a "PIGGYBACK REGISTRATION"), subject to the
provisions of Section 2.02(b). Upon the request of any such Shareholder made
within 15 Business Days after the receipt of notice from the Company (which
request shall specify the number of Registrable Securities intended to be
registered by such Shareholder), the Company shall use its best efforts to
effect the registration under the Securities Act of all Registrable Securities
that the Company has been so requested to register by all such Shareholders, to
the extent requisite to permit the disposition of the Registrable Securities so
to be registered, provided that (i) if such registration involves an
underwritten Public Offering, all such Shareholders requesting to be included in
the Company's registration must sell their Registrable Securities to the
underwriters selected as provided in Section 2.03(f)(i) on the same terms and
conditions as apply to the Company or the Requesting Shareholders, as
applicable, and (ii) if, at any time after giving notice of its intention to
register any Company Securities pursuant to this Section 2.02(a) and prior to
the effective date of the registration statement filed in connection with such
registration, the Company shall determine for any reason not to register such
securities, the Company shall give notice to all such Shareholders and,
thereupon, shall be relieved of its obligation to register any Registrable
Securities in connection with such registration. No registration effected under
this Section 2.02 shall relieve the Company of its obligations to effect a
Demand Registration to the extent required by Section 2.01. The Company shall
pay all Registration Expenses in connection with each Piggyback Registration.
(b) If a Piggyback Registration involves an underwritten Public
Offering (other than any Demand Registration, in which case the provisions with
respect to priority of inclusion in such offering set forth in Section 2.01(e)
shall apply) and the managing underwriter advises the Company that, in its view,
the number of Shares that the Company and such Shareholders intend to include in
such registration exceeds the Maximum Offering Size, the Company shall include
in such registration, in the following priority, up to the Maximum Offering
Size:
(i) first, so much of the Company Securities proposed to be
registered for the account of the Company as would not cause the
offering to exceed the Maximum Offering Size,
(ii) second, so much of the Company Securities proposed to be
included in such registration by FP as would not cause the offering
to exceed the Maximum Offering size, and
(iii) third, all Registrable Securities requested to be
included in such registration by any other Shareholders pursuant to
Section 2.02 (allocated, if necessary for the offering not to exceed
the Maximum
8
Offering Size, pro rata among such Shareholders on the basis of the
relative number of shares of Registrable Securities so requested to
be included in such registration by each).
Section 2.03. Registration Procedures. Whenever Shareholders
request that any Registrable Securities be registered pursuant to Section 2.01
or 2.02, subject to the provisions of such Sections, the Company shall use its
best efforts to effect the registration and the sale of such Registrable
Securities in accordance with the intended method of disposition thereof as
quickly as practicable, and, in connection with any such request:
(a) The Company shall as expeditiously as possible prepare and file
with the SEC a registration statement on any form for which the Company then
qualifies or that counsel for the Company shall deem appropriate and which form
shall be available for the sale of the Registrable Securities to be registered
thereunder in accordance with the intended method of distribution thereof, and
use its best efforts to cause such filed registration statement to become and
remain effective for a period of not less than 180 days, or in the case of a
shelf registration statement, one year (or such shorter period in which all of
the Registrable Securities of the Registering Shareholders included in such
registration statement shall have actually been sold thereunder).
(b) Prior to filing a registration statement or prospectus or any
amendment or supplement thereto, the Company shall, if requested, furnish to
each participating Shareholder and each underwriter, if any, of the Registrable
Securities covered by such registration statement copies of such registration
statement as proposed to be filed, and thereafter the Company shall furnish to
such Shareholder and underwriter, if any, such number of copies of such
registration statement, each amendment and supplement thereto (in each case
including all exhibits thereto and documents incorporated by reference therein),
the prospectus included in such registration statement (including each
preliminary prospectus and any summary prospectus) and any other prospectus
filed under Rule 424 or Rule 430A under the Securities Act and such other
documents as such Shareholder or underwriter may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by such
Shareholder. Each Shareholder shall have the right to request that the Company
modify any information contained in such registration statement, amendment and
supplement thereto pertaining to such Shareholder and the Company shall use its
best efforts to comply with such request, provided, however, that the Company
shall not have any obligation so to modify any information if the Company
reasonably expects that so doing would cause the prospectus to contain an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading.
9
(c) After the filing of the registration statement, the Company
shall (i) cause the related prospectus to be supplemented by any required
prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424
under the Securities Act, (ii) comply with the provisions of the Securities Act
with respect to the disposition of all Registrable Securities covered by such
registration statement during the applicable period in accordance with the
intended methods of disposition by the Registering Shareholders thereof set
forth in such registration statement or supplement to such prospectus and (iii)
promptly notify each Registering Shareholder holding Registrable Securities
covered by such registration statement of any stop order issued or threatened by
the SEC or any state securities commission and take all reasonable actions
required to prevent the entry of such stop order or to remove it if entered.
(d) The Company shall use its best efforts to (i) register or
qualify the Registrable Securities covered by such registration statement under
such other securities or "blue sky" laws of such jurisdictions in the United
States as any Registering Shareholder holding such Registrable Securities
reasonably (in light of such Shareholder's intended plan of distribution)
requests and (ii) cause such Registrable Securities to be registered with or
approved by such other governmental agencies or authorities as may be necessary
by virtue of the business and operations of the Company and do any and all other
acts and things that may be reasonably necessary or advisable to enable such
Shareholder to consummate the disposition of the Registrable Securities owned by
such Shareholder, provided that the Company shall not be required to (A) qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this Section 2.03(d), (B) subject itself to taxation
in any such jurisdiction or (C) consent to general service of process in any
such jurisdiction.
(e) The Company shall immediately notify each Registering
Shareholder holding such Registrable Securities covered by such registration
statement, at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, of the occurrence of an event requiring the
preparation of a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
prospectus will not contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading and promptly prepare and make available to
each such Shareholder and file with the SEC any such supplement or amendment.
(f) (i) FP shall have the right, in its sole discretion, to select
an underwriter or underwriters in connection with any Public Offering resulting
from the exercise by FP of a Demand Registration, which underwriter or
underwriters may include any Affiliate of FP and (ii) the Company shall select
an underwriter
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or underwriters in connection with any other Public Offering, which underwriter
or underwriters shall be reasonably acceptable to FP. In connection with any
Public Offering, the Company shall enter into customary agreements (including an
underwriting agreement in customary form) and take such all other actions as are
required in order to expedite or facilitate the disposition of such Registrable
Securities in any such Public Offering, including the engagement of a "qualified
independent underwriter" in connection with the qualification of the
underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and
substance reasonably satisfactory to the Company, the Company shall make
available for inspection by any Registering Shareholder and any underwriter
participating in any disposition pursuant to a registration statement being
filed by the Company pursuant to this Section 2.03 and any attorney, accountant
or other professional retained by any such Shareholder or underwriter
(collectively, the "INSPECTORS"), all financial and other records, pertinent
corporate documents and properties of the Company (collectively, the "RECORDS")
as shall be reasonably necessary or desirable to enable them to exercise their
due diligence responsibility, and cause the Company's officers, directors and
employees to supply all information reasonably requested by any Inspectors in
connection with such registration statement. Records that the Company
determines, in good faith, to be confidential and that it notifies the
Inspectors are confidential shall not be disclosed by the Inspectors unless (i)
the disclosure of such Records is necessary to avoid or correct a misstatement
or omission in such registration statement or (ii) the release of such Records
is ordered pursuant to a subpoena or other order from a court of competent
jurisdiction. Each Registering Shareholder agrees that information obtained by
it as a result of such inspections shall be deemed confidential and shall not be
used by it or its Affiliates as the basis for any market transactions in the
Company Securities unless and until such information is made generally available
to the public. Each Registering Shareholder further agrees that, upon learning
that disclosure of such Records is sought in a court of competent jurisdiction,
it shall give notice to the Company and allow the Company, at its expense, to
undertake appropriate action to prevent disclosure of the Records deemed
confidential.
(h) The Company shall furnish to each Registering Shareholder and to
each such underwriter, if any, a signed counterpart, addressed to such
Shareholder or underwriter, of (i) an opinion or opinions of counsel to the
Company and (ii) a comfort letter or comfort letters from the Company's
independent public accountants, each in customary form and covering such matters
of the kind customarily covered by opinions or comfort letters, as the case may
be, as a majority of such Shareholders or the managing underwriter therefor
reasonably requests.
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(i) The Company shall otherwise use its best efforts to comply with
all applicable rules and regulations of the SEC, and make available to its
security holders, as soon as reasonably practicable, an earnings statement or
such other document covering a period of 12 months, beginning within three
months after the effective date of the registration statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act
and Rule 158 thereunder.
(j) The Company may require each such Registering Shareholder
promptly to furnish in writing to the Company such information regarding the
distribution of the Registrable Securities as the Company may from time to time
request and such other information as may be legally required in connection with
such registration.
(k) Each such Registering Shareholder agrees that, upon receipt of
any notice from the Company of the happening of any event of the kind described
in Section 2.03(e), such Shareholder shall forthwith discontinue disposition of
Registrable Securities pursuant to the registration statement covering such
Registrable Securities until such Shareholder's receipt of the copies of the
supplemented or amended prospectus contemplated by Section 2.03(e), and, if so
directed by the Company, such Shareholder shall deliver to the Company all
copies, other than any permanent file copies then in such Shareholder's
possession, of the most recent prospectus covering such Registrable Securities
at the time of receipt of such notice. If the Company shall give such notice,
the Company shall extend the period during which such registration statement
shall be maintained effective (including the period referred to in Section
2.03(a)) by the number of days during the period from and including the date of
the giving of notice pursuant to Section 2.03(e) to the date when the Company
shall make available to such Shareholder a prospectus supplemented or amended to
conform with the requirements of Section 2.03(e).
(l) The Company shall use its best efforts to list all Registrable
Securities covered by such registration statement on any securities exchange or
quotation system on which any of the Registrable Securities are then listed or
traded.
(m) The Company shall have appropriate officers of the Company (i)
prepare and make presentations at any "road shows" and before analysts and
rating agencies, as the case may be, (ii) take other actions to obtain ratings
for any Registrable Securities and (iii) otherwise use their best efforts to
cooperate as reasonably requested by the underwriters in the offering, marketing
or selling of the Registrable Securities.
Section 2.04. Indemnification by the Company. The Company agrees to
indemnify and hold harmless each Registering Shareholder holding Registrable
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Securities covered by a registration statement, its officers, directors,
employees, partners and agents, and each Person, if any, who controls such
Shareholder within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act from and against any and all losses, claims, damages,
liabilities and expenses (including reasonable expenses of investigation and
reasonable attorneys' fees and expenses) ("DAMAGES") caused by or relating to
any untrue statement or alleged untrue statement of a material fact contained in
any registration statement or prospectus relating to the Registrable Securities
(as amended or supplemented if the Company shall have furnished any amendments
or supplements thereto) or any preliminary prospectus, or caused by or relating
to any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
except insofar as such Damages are caused by or related to any such untrue
statement or omission or alleged untrue statement or omission so made based upon
information furnished in writing to the Company by such Shareholder or on such
Shareholder's behalf expressly for use therein, provided that, with respect to
any untrue statement or omission or alleged untrue statement or omission made in
any preliminary prospectus, or in any prospectus, as the case may be, the
indemnity agreement contained in this paragraph shall not apply to the extent
that any Damages result from the fact that a current copy of the prospectus (or
such amended or supplemented prospectus, as the case may be) was not sent or
given to the Person asserting any such Damages at or prior to the written
confirmation of the sale of the Registrable Securities concerned to such Person
if it is determined that the Company has provided such prospectus to such
Shareholder and it was the responsibility of such Shareholder to provide such
Person with a current copy of the prospectus (or such amended or supplemented
prospectus, as the case may be) and such current copy of the prospectus (or such
amended or supplemented prospectus, as the case may be) would have cured the
defect giving rise to such Damages. The Company also agrees to indemnify any
underwriters of the Registrable Securities, their officers and directors and
each Person who controls such underwriters within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act on substantially the same
basis as that of the indemnification of the Shareholders provided in this
Section 2.04.
Section 2.05. Indemnification by Participating Shareholders. Each
Registering Shareholder holding Registrable Securities included in any
registration statement agrees, severally but not jointly, to indemnify and hold
harmless the Company, its officers, directors and agents and each Person, if
any, who controls the Company within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the
foregoing indemnity from the Company to such Shareholder, but only (i) with
respect to information furnished in writing by such Shareholder or on such
Shareholder's behalf expressly for use in any registration statement or
prospectus relating to the Registrable Securities, or any amendment or
supplement thereto, or
13
any preliminary prospectus or (ii) to the extent that any Damages result from
the fact that a current copy of the prospectus (or such amended or supplemented
prospectus, as the case may be) was not sent or given to the Person asserting
any such Damages at or prior to the written confirmation of the sale of the
Registrable Securities concerned to such Person if it is determined that it was
the responsibility of such Shareholder to provide such Person with a current
copy of the prospectus (or such amended or supplemented prospectus, as the case
may be) and such current copy of the prospectus (or such amended or supplemented
prospectus, as the case may be) would have cured the defect giving rise to such
loss, claim, damage, liability or expense. Each such Shareholder also agrees to
indemnify and hold harmless underwriters of the Registrable Securities, their
officers and directors and each Person who controls such underwriters within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act on substantially the same basis as that of the indemnification of the
Company provided in this Section 2.05. As a condition to including Registrable
Securities in any registration statement filed in accordance with Article 2, the
Company may require that it shall have received an undertaking reasonably
satisfactory to it from any underwriter to indemnify and hold it harmless to the
extent customarily provided by underwriters with respect to similar securities.
No Registering Shareholder shall be liable under this Section 2.05 for any
Damages in excess of the net proceeds realized by such Shareholder in the sale
of Registrable Securities of such Shareholder to which such Damages relate.
Section 2.06. Conduct of Indemnification Proceedings. If any
proceeding (including any governmental investigation) shall be instituted
involving any Person in respect of which indemnity may be sought pursuant to
this Article 2, such Person (an "INDEMNIFIED PARTY") shall promptly notify the
Person against whom such indemnity may be sought (the "INDEMNIFYING PARTY") in
writing and the Indemnifying Party shall assume the defense thereof, including
the employment of counsel reasonably satisfactory to such Indemnified Party, and
shall assume the payment of all fees and expenses, provided that the failure of
any Indemnified Party so to notify the Indemnifying Party shall not relieve the
Indemnifying Party of its obligations hereunder except to the extent that the
Indemnifying Party is materially prejudiced by such failure to notify. In any
such proceeding, any Indemnified Party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Party unless (i) the Indemnifying Party and the Indemnified
Party shall have mutually agreed to the retention of such counsel or (ii) in the
reasonable judgment of such Indemnified Party representation of both parties by
the same counsel would be inappropriate due to actual or potential differing
interests between them. It is understood that, in connection with any proceeding
or related proceedings in the same jurisdiction, the Indemnifying Party shall
not be liable for the reasonable fees and expenses of more than one separate
firm of attorneys (in addition to any local counsel) at any time for all such
Indemnified
14
Parties, and that all such fees and expenses shall be reimbursed as they are
incurred. In the case of any such separate firm for the Indemnified Parties,
such firm shall be designated in writing by the Indemnified Parties. The
Indemnifying Party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent, or if
there be a final judgment for the plaintiff, the Indemnifying Party shall
indemnify and hold harmless such Indemnified Parties from and against any loss
or liability (to the extent stated above) by reason of such settlement or
judgment. Without the prior written consent of the Indemnified Party, no
Indemnifying Party shall effect any settlement of any pending or threatened
proceeding in respect of which any Indemnified Party is or could have been a
party and indemnity could have been sought hereunder by such Indemnified Party,
unless such settlement includes an unconditional release of such Indemnified
Party from all liability arising out of such proceeding.
Section 2.07. Contribution. If the indemnification provided for in
this Article 2 is unavailable to the Indemnified Parties in respect of any
Damages, then each such Indemnifying Party, in lieu of indemnifying such
Indemnified Party, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such Damages (i) as between the Company and the
Registering Shareholders holding Registrable Securities covered by a
registration statement on the one hand and the underwriters on the other, in
such proportion as is appropriate to reflect the relative benefits received by
the Company and such Shareholders on the one hand and the underwriters on the
other, from the offering of the Registrable Securities, or if such allocation is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits but also the relative fault of the Company and
such Shareholders on the one hand and of such underwriters on the other in
connection with the statements or omissions that resulted in such Damages, as
well as any other relevant equitable considerations and (ii) as between the
Company on the one hand and each such Shareholder on the other, in such
proportion as is appropriate to reflect the relative fault of the Company and of
each such Shareholder in connection with such statements or omissions, as well
as any other relevant equitable considerations. The relative benefits received
by the Company and such Shareholders on the one hand and such underwriters on
the other shall be deemed to be in the same proportion as the total proceeds
from the offering (net of underwriting discounts and commissions but before
deducting expenses) received by the Company and such Shareholders bear to the
total underwriting discounts and commissions received by such underwriters, in
each case as set forth in the table on the cover page of the prospectus. The
relative fault of the Company and such Shareholders on the one hand and of such
underwriters on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company and such
15
Shareholders or by such underwriters. The relative fault of the Company on the
one hand and of each such Shareholder on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by such party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.
The Company and the Registering Shareholders agree that it would not
be just and equitable if contribution pursuant to this Section 2.07 were
determined by pro rata allocation (even if the underwriters were treated as one
entity for such purpose) or by any other method of allocation that does not take
account of the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an Indemnified Party as a result of the
Damages referred to in the immediately preceding paragraph shall be deemed to
include, subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such Indemnified Party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 2.07, no underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Registrable
Securities underwritten by it and distributed to the public were offered to the
public exceeds the amount of any Damages that such underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission, and no Registering Shareholder shall be required
to contribute any amount in excess of the amount by which the total price at
which the Registrable Securities of such Shareholder were offered to the public
(less underwriters' discounts and commissions) exceeds the amount of any Damages
that such Shareholder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation. Each Registering Shareholder's
obligation to contribute pursuant to this Section 2.07 is several in the
proportion that the proceeds of the offering received by such Shareholder bears
to the total proceeds of the offering received by all such Registering
Shareholders and not joint.
Section 2.08. Participation in Public Offering. No Person may
participate in any Public Offering hereunder unless such Person (a) agrees to
sell such Person's securities on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements and the provisions of
this Agreement in respect of registration rights.
16
Section 2.09. Other Indemnification. Indemnification similar to
that specified herein (with appropriate modifications) shall be given by the
Company and each Registering Shareholder participating therein with respect to
any required registration or other qualification of securities under any federal
or state law or regulation or governmental authority other than the Securities
Act.
Section 2.10. Cooperation by the Company. If any Shareholder shall
transfer any Registrable Securities pursuant to Rule 144, the Company shall
cooperate, to the extent commercially reasonable, with such Shareholder and
shall provide to such Shareholder such information as such Shareholder shall
reasonably request.
Section 2.11. No Transfer of Registration Rights. None of the
rights of Shareholders under this Article 2 shall be assignable by any
Shareholder to any Person acquiring Securities in any Public Offering or
pursuant to Rule 144.
Article 3
Certain Covenants and Agreements
Section 3.01. Reports. The Company agrees to furnish FP, for so
long as FP owns any Company Securities:
(a) as soon as practicable and, in any event within 20 days after
the end of each month, the unaudited consolidated balance sheet of the Company
and its Subsidiaries as at the end of such month and the related unaudited
statement of operations and cash flow for such month, and for the portion of the
fiscal year then ended, in each case prepared in accordance with GAAP, setting
forth in comparative form the figures for the corresponding month and portion of
the previous fiscal year, and the figures for the corresponding month and
portion of the then current fiscal year as in the Company's annual operating
budget,
(b) as soon as practicable and, in any event, within 45 days after
the end of each of the first three fiscal quarters, the unaudited consolidated
balance sheet of the Company and its Subsidiaries as at the end of such quarter
and the related unaudited statement of operations and cash flow for such quarter
and for the portion of the fiscal year then ended, in each case prepared in
accordance with GAAP,
(c) as soon as practicable and, in any event, within 90 days after
the end of each fiscal year, (i) the audited consolidated balance sheet of the
Company and its Subsidiaries as at the end of such fiscal year and the related
audited statement of operations and cash flow for such fiscal year, and for the
portion of the fiscal
17
year then ended, in each case prepared in accordance with GAAP and certified by
Deloitte & Touche or another firm of independent public accountants of
nationally recognized standing, together with a comparison of the figures in
such financial statements with the figures for the previous fiscal year and the
figures in the Company's annual operating budget, (ii) any management letters or
other correspondence from such accountants and (iii) the Company's annual
operating budget for the coming fiscal year,
(d) promptly following the preparation thereof, a copy of any
revisions to the annual operating budget delivered pursuant to clause (c) above,
(e) promptly upon their becoming available, copies of (i) all
financial statements, reports, notices and proxy statements sent or made
generally available by the Company to any of its security holders, (ii) all
regular and periodic reports and all registration statements and prospectuses
filed by the Company with any securities exchange or with the SEC and (iii) all
press releases and other statements made generally available by the Company to
the public,
(f) as soon as practicable and, in any event, within five Business
Days after any officer of the Company obtains knowledge thereof, notice (with a
description in reasonable detail, and stating the action that the Company is
taking or proposes to take with respect thereto) of (i) the commencement of any
material litigation, investigation or other proceeding to which the Company or
any of its Subsidiaries is a party before any court or arbitrator or any
governmental body, agency or official or (ii) the existence of any material
default or breach under this Agreement or any other material contract or
agreement to which the Company or any of its Subsidiaries is a party, and
(g) as promptly as reasonably practicable, such other information
with respect to the Company or any of its Subsidiaries as may reasonably be
requested by FP.
Section 3.02. Limitations on Subsequent Registration Rights. The
Company agrees that it shall not enter into any agreement with any holder or
prospective holder of any securities of the Company (a) that would allow such
holder or prospective holder to include such securities in any Demand
Registration or Piggyback Registration unless, under the terms of such
agreement, such holder or prospective holder may include such securities in any
such registration only to the extent that their inclusion would not reduce the
amount of the Registrable Securities of the Shareholders included therein or (b)
on terms otherwise more favorable than this Agreement. The Company also
represents and warrants to each Shareholder that it has not previously entered
into any agreement with respect to any of its securities granting any
registration rights to any Person.
18
Section 3.03. Conflicting Agreements. The Company represents and
agrees that it shall not (a) grant any proxy or enter into or agree to be bound
by any voting trust or agreement with respect to the Company Securities, except
as expressly contemplated by this Agreement, (b) enter into any agreement or
arrangement of any kind with any Person with respect to its Company Securities
inconsistent with the provisions of this Agreement or for the purpose or with
the effect of denying or reducing the rights of any other Shareholder under this
Agreement, including agreements or arrangements with respect to the Transfer or
voting of its Company Securities or (c) act, for any reason, as a member of a
group or in concert with any other Person in connection with the Transfer or
voting of its Company Securities in any manner that is inconsistent with the
provisions of this Agreement.
Article 4
Miscellaneous
Section 4.01. Binding Effect; Assignability; Benefit. (a) This
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective heirs, successors, legal representatives and permitted
assigns.
(b) Neither this Agreement nor any right, remedy, obligation or
liability arising hereunder or by reason hereof shall be assignable by any party
hereto pursuant to any Transfer of Company Securities or otherwise, except that,
at the sole written election of FP, Persons to whom FP has Transferred Company
Securities may (unless already bound hereby) execute and deliver to the Company
an agreement to be bound by this Agreement in the form of Exhibit A hereto and
shall thenceforth be a "Shareholder" for purposes of this Agreement.
(c) Nothing in this Agreement, expressed or implied, is intended to
confer on any Person other than the parties hereto, and their respective heirs,
successors, legal representatives and permitted assigns, any rights, remedies,
obligations or liabilities under or by reason of this Agreement.
Section 4.02. Notices. All notices, requests and other
communications to any party shall be in writing and shall be delivered in
person, mailed by certified or registered mail, return receipt requested, or
sent by facsimile transmission,
19
if to the Company to:
Ultra Clean Holdings, Inc.
0000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attention: Xxxxxxxx Xxx
Fax: 000-000-0000
if to FP, to:
FP - Ultra Clean, L.L.C.
0000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attention: Xxxxxxxx Xxx
Fax: 000-000-0000
with a copy to:
Xxxxx Xxxx & Xxxxxxxx
0000 Xx Xxxxxx Xxxx
Xxxxx Xxxx, XX 00000
Attention: Xxxx Xxxxxxxxx
Fax: (000) 000-0000
All notices, requests and other communications shall be deemed
received on the date of receipt by the recipient thereof if received prior to
5:00 p.m. in the place of receipt and such day is a Business Day in the place of
receipt. Otherwise, any such notice, request or communication shall be deemed
not to have been received until the next succeeding Business Day in the place of
receipt. Any notice, request or other written communication sent by facsimile
transmission shall be confirmed by certified or registered mail, return receipt
requested, posted within one Business Day, or by personal delivery, whether
courier or otherwise, made within two Business Days after the date of such
facsimile transmissions.
Any Person that becomes a Shareholder shall provide its address and
fax number to the Company.
Section 4.03. Waiver; Amendment; Termination. (a) No provision of
this Agreement may be waived except by an instrument in writing executed by the
party against whom the waiver is to be effective. No provision of this Agreement
may be amended or otherwise modified except by an instrument in writing executed
by the Company and FP.
Section 4.04. Fees and Expenses. The Company shall pay all
out-of-pocket costs and expenses of FP, including the reasonable fees and
expenses of
20
counsel, incurred in connection with the preparation of this Agreement, or any
amendment or waiver hereof, and the transactions contemplated hereby and all
matters related hereto.
Section 4.05. Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of California, without
regard to the conflicts of laws rules of such state.
Section 4.06. Jurisdiction. The parties hereby agree that any suit,
action or proceeding seeking to enforce any provision of, or based on any matter
arising out of or in connection with, this Agreement or the transactions
contemplated hereby shall be brought in the United States District Court for the
Northern District of California or any California State court sitting in San
Jose, California, so long as one of such courts shall have subject matter
jurisdiction over such suit, action or proceeding, and that any case of action
arising out of this Agreement shall be deemed to have arisen from a transaction
of business in the State of California, and each of the parties hereby
irrevocably consents to the jurisdiction of such courts (and of the appropriate
appellate courts therefrom) in any such suit, action or proceeding and
irrevocably waives, to the fullest extent permitted by law, any objection that
it may now or hereafter have to the laying of the venue of any such suit, action
or proceeding in any such court or that any such suit, action or proceeding
which is brought in any such court has been brought in an inconvenient form.
Process in any such suit, action or proceeding may be served on any party
anywhere in the world, whether within or without the jurisdiction of any such
court. Without limiting the foregoing, each party agrees that service of process
on such party as provided in Section 4.02 shall be deemed effective service of
process on such party.
Section 4.07. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
Section 4.08. Specific Enforcement. Each party hereto acknowledges
that the remedies at law of the other parties for a breach or threatened breach
of this Agreement would be inadequate and, in recognition of this fact, any
party to this Agreement, without posting any bond, and in addition to all other
remedies that may be available, shall be entitled to obtain equitable relief in
the form of specific performance, a temporary restraining order, a temporary or
permanent injunction or any other equitable remedy that may then be available.
Section 4.09. Counterparts; Effectiveness. This Agreement may be
executed in any number of counterparts, each of which shall be deemed to be an
original, with the same effect as if the signatures thereto and hereto were upon
the
21
same instrument. This Agreement shall become effective when each party hereto
shall have received counterparts hereof signed by all of the other parties
hereto.
Section 4.10. Entire Agreement. This Agreement and the Subscription
Agreement constitute the entire agreement among the parties hereto and supersede
all prior and contemporaneous agreements and understandings, both oral and
written, among the parties hereto with respect to the subject matter hereof and
thereof.
Section 4.11. Captions. The captions herein are included for
convenience of reference only and shall be ignored in the construction or
interpretation hereof.
Section 4.12. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any party. Upon such
a determination, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner so that the transactions contemplated hereby be
consummated as originally contemplated to the fullest extent possible.
22
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.
ULTRA CLEAN HOLDINGS, INC.
By:
-------------------------------
Name:
Title:
FP-ULTRA CLEAN, L.L.C.
By:
-------------------------------
Name:
Title:
EXHIBIT A
JOINDER TO REGISTRATION RIGHTS AGREEMENT
This Joinder Agreement (this "JOINDER AGREEMENT") is made as of the
date written below by the undersigned (the "JOINING PARTY") in accordance with
the Registration Rights Agreement dated as of November 26, 2002 (the
"REISTRATION RIGHTS AGREEMENT") among Ultra Clean Holdings, Inc. and FP - Ultra
Clean, L.L.C. ("FP"), as the same may be amended from time to time. Capitalized
terms used, but not defined, herein shall have the meaning ascribed to such
terms in the Shaeholders' Agreement.
The Joining Party hereby acknowledges, agrees and confirms that, by
its execution of this Joinder Agreement and with the written consent of FP, the
Joining Party shall be deemed to be a party to the Registration Rights Agreement
as of the date hereof and shall have all of the rights and obligations of a
"Shareholder" thereunder as if it had executed the Registration Rights
Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees
to be bound by, all of the terms, provisions and conditions contained in the
Registration Rights Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Joinder
Agreement as of the date written below. This Joinder Agreement shall not be
effective unless and until FP has indicated its written consent hereof.
Date: ___________ __, ____
[NAME OF JOINING PARTY]
By: _____________________
Name:
Title:
Address for Notices:
FP hereby consents to the joinder of the Joining Party to the Registration
Rights Agreement.
FP - Ultra Clean, L.L.C.
By: _____________________
Name:
Title:
