AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated as of June 29, 2006 among ULTRA CLEAN HOLDINGS, INC., FP-ULTRA CLEAN L.L.C., LEONID AND INNA MEZHVINSKY AS TRUSTEES OF THE REVOCABLE TRUST AGREEMENT OF LEONID MEZHVINSKY AND INNA MEZHVINSKY...Registration Rights Agreement • July 6th, 2006 • Ultra Clean Holdings Inc • Semiconductors & related devices • California
Amended and Restated Registration Rights Agreement (this “Agreement”) dated as of June 29, 2006 among Ultra Clean Holdings, Inc., a Delaware corporation (the “Company”), FP-Ultra Clean L.L.C. (“FP”), Leonid and Inna Mezhvinsky as trustees of the Revocable Trust Agreement of Leonid Mezhvinsky and Inna Mezhvinsky dated April 26, 1988 (the “Mezhvinsky Living Trust”), Joe and Jenny Chen as trustees of the Joe Chen and Jenny Chen Revocable Trust dated 2002 (the “Chen Living Trust”), Victor Mezhvinsky, Victor Mezhvinsky as trustee of the Joshua Mezhvinsky 2004 Irrevocable Trust under Agreement dated June 4, 2004 (the “Joshua Trust”), David Hongyu Wu and Winnie Wei Zhen Wu as trustees of the Chen Minors Irrevocable Trust (the “Chen Minors Trust”) and Frank Moreman.
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT dated as of June 29, 2006 among ULTRA CLEAN HOLDINGS, INC., FP-ULTRA CLEAN, L.L.C., LEONID AND INNA MEZHVINSKY AS TRUSTEES OF THE REVOCABLE TRUST AGREEMENT OF LEONID MEZHVINSKY AND INNA MEZHVINSKY DATED...Stockholders' Agreement • July 6th, 2006 • Ultra Clean Holdings Inc • Semiconductors & related devices • California
AGREEMENT dated as of June 29, 2006 (the “Agreement”) among Ultra Clean Holdings, Inc., a Delaware corporation (the “Company”), FP-Ultra Clean, L.L.C., a Delaware limited liability company (“FP”) and Leonid and Inna Mezhvinsky as trustees of the Revocable Trust Agreement of Leonid Mezhvinsky and Inna Mezhvinsky dated April 26, 1988 (the “Mehzvinsky Living Trust”), Joe and Jenny Chen as trustees of the Joe Chen and Jenny Chen Revocable Trust dated 2002, Victor Mezhvinsky, Victor Mezhvinsky as trustee of the Joshua Mezhvinsky 2002 Irrevocable Trust under Agreement dated June 4, 2004 (the “Joshua Trust”), David Hongyu Wu and Winnie Wei Zhen Wu as trustees of the Chen Minors Irrevocable Trust and Frank Moreman (collectively, the “Sieger Stockholders”), and such additional persons as may sign joinder agreements to this Agreement.
LOCK-UP AGREEMENTLock-Up Agreement • July 6th, 2006 • Ultra Clean Holdings Inc • Semiconductors & related devices
Ultra Clean Holdings, Inc. 150 Independence Drive Menlo Park, California 94025 Attention: Clarence L. Granger, President and Chief Executive Officer
AGREEMENT TO PRESERVE CORPORATE OPPORTUNITYAgreement to Preserve Corporate Opportunity • July 6th, 2006 • Ultra Clean Holdings Inc • Semiconductors & related devices • Delaware
This Agreement is dated as of June 29, 2006, and is between Leonid Mezhvinsky (the “Securityholder”) and Ultra Clean Holdings, Inc., a Delaware corporation (the “Parent”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 6th, 2006 • Ultra Clean Holdings Inc • Semiconductors & related devices • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date among SILICON VALLEY BANK, a California corporation (“Bank”), and ULTRA CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC., a California company (“Ultra Clean”), BOB ACQUISITION INC. (and any successor by merger), a California corporation, and PETE ACQUISITION LLC (to be renamed UCT Sieger Engineering LLC), a Delaware limited liability company (“Sieger”, together with Ultra Clean and Bob, each a “Borrowers” and collectively, “Borrowers”), provides the terms on which Bank shall lend to Borrowers and Borrowers shall repay Bank. The parties agree as follows:
SECURITIES PLEDGE AGREEMENTSecurities Pledge Agreement • July 6th, 2006 • Ultra Clean Holdings Inc • Semiconductors & related devices
This SECURITIES PLEDGE AGREEMENT (this “Agreement”) is made as of June 29, 2006, by and between ULTRA CLEAN HOLDINGS, INC., a Delaware corporation (“Pledgor”), in favor of SILICON VALLEY BANK, a California corporation ( “Bank”).
UNCONDITIONAL GUARANTYUnconditional Guaranty • July 6th, 2006 • Ultra Clean Holdings Inc • Semiconductors & related devices
This continuing Unconditional Guaranty (“Guaranty”) is entered into as of June 29, 2006, by Ultra Clean Holdings, Inc., a Delaware corporation (“Guarantor”), in favor of Silicon Valley Bank (“Bank”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • July 6th, 2006 • Ultra Clean Holdings Inc • Semiconductors & related devices
This Intellectual Property Security Agreement is entered into as of June 29, 2006 by and between SILICON VALLEY BANK, a California corporation (“Secured Party”) and ULTRA CLEAN HOLDINGS, INC., a Delaware corporation (“Grantor”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • July 6th, 2006 • Ultra Clean Holdings Inc • Semiconductors & related devices
This Intellectual Property Security Agreement is entered into as of June 29, 2006 by and between SILICON VALLEY BANK, a California corporation (“Secured Party”) and ULTRA CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC., a California corporation (“Grantor”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 6th, 2006 • Ultra Clean Holdings Inc • Semiconductors & related devices • California
EMPLOYMENT AGREEMENT (“Agreement”) dated as of June 29, 2006, by and among Ultra Clean Holdings, Inc., a Delaware corporation (together with its successors, the “Company”), and Leonard Mezhvinsky (“Executive”), to be effective as of the Effective Time (as defined in the Merger Agreement) (the “Effective Date”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION dated as of June 29, 2006 among SIEGER ENGINEERING, INC. LEONID MEZHVINSKY ULTRA CLEAN HOLDINGS, INC. BOB ACQUISITION INC. PETE ACQUISITION LLC SOLELY WITH RESPECT TO SECTIONS 4.01(b), 4.02(b), 4.04,...Merger Agreement • July 6th, 2006 • Ultra Clean Holdings Inc • Semiconductors & related devices • California
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) dated as of June 29, 2006 among Sieger Engineering, Inc., a California corporation (the “Company”); Leonid Mezhvinsky; Ultra Clean Holdings Inc., a Delaware corporation (“Parent”); Bob Acquisition Inc., a California corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary I”); Pete Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Subsidiary II” and, together with Merger Subsidiary I, the “Merger Subsidiaries”); solely with respect to Sections 4.01(b), 4.02(b), 4.04, Section 5.01, Section 5.02, Section 5.03 and Section 5.04 (in each case only with respect to itself), and Sections 9.03, 9.05, 9.06, 9.07 and 12.02, Leonid and Inna Mezhvinsky as trustees of the Revocable Trust Agreement of Leonid Mezhvinsky and Inna Mezhvinsky dated April 26, 1988 (the “Mezhvinsky Living Trust”), Joe and Jenny Chen as trustees of the Joe Chen and Jenny Chen Revocable Trust
