ULTRA CLEAN HOLDINGS, INC. Shares of Common Stock Underwriting AgreementUnderwriting Agreement • February 28th, 2006 • Ultra Clean Holdings Inc • Semiconductors & related devices • New York
Ultra Clean Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company (the “Primary Shares”) and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”), propose to sell to the Underwriters an aggregate of shares of Common Stock (the “Secondary Shares” and, together with the Primary Shares, the “Underwritten Shares”). The Company and certain of the Selling Stockholders also propose to sell, at the option of the Underwriters, up to an additional shares of Common Stock (the “Option Shares” and, together with the Underwritten Shares, the “Shares”).
