Silicon Valley Bank SILICON VALLEY BANK LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 23rd, 2007 • Strasbaugh • Semiconductors & related devices • California
This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 23, 2004, between SILICON VALLEY BANK, a California chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (FAX 408-654-6212) (“Bank”) and STRASBAUGH, a California corporation, with offices at 825 Buckley Road, San Luis Obispo, California 93401 (FAX (805) 541-6514) (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
ContractSecurities Agreement • July 23rd, 2007 • Strasbaugh • Semiconductors & related devices
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION (TO THE EXTENT REQUESTED BY COUNSEL OF THE COMPANY) OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 23rd, 2007 • Strasbaugh • Semiconductors & related devices • California
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of the date set forth on the signature page to this Agreement, by and between Strasbaugh, a California corporation (“Company”), and the individual named on the signature page to this Agreement (“Indemnitee”), an officer and/or a director of the Company.
EXECUTIVE EMPLOYMENT AGREEMENT STRASBAUGH AND CHUCK SCHILLINGSExecutive Employment Agreement • July 23rd, 2007 • Strasbaugh • Semiconductors & related devices • California
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of May 24, 2007 (the “Effective Date”) by and between STRASBAUGH, a California corporation (“Employer”), and CHUCK SCHILLINGS (“Executive”).
AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 23rd, 2007 • Strasbaugh • Semiconductors & related devices
THIS AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 22nd day of May 2007, by and between Silicon Valley Bank (“Bank”) and R. H. Strasbaugh (fka Strasbaugh), a California corporation (“Borrower”) whose address is 825 Buckley Road, San Luis Obispo, California 93401.
Amendment to Loan DocumentsLoan Agreement • July 23rd, 2007 • Strasbaugh • Semiconductors & related devices
THIS AMENDMENT TO LOAN DOCUMENTS is entered into between Silicon Valley Bank (“Silicon”) and the borrower named above (“Borrower”).
LICENSE AGREEMENTLicense Agreement • July 23rd, 2007 • Strasbaugh • Semiconductors & related devices • California
THIS LICENSE AGREEMENT (this “Agreement”) is entered into as of December 20, 2000 (the “Effective Date”), by and between Strasbaugh, a California corporation “Strasbaugh”), and Lam Research Corporation, a Delaware corporation (“Lam”). Each of Strasbaugh and Lam is sometimes referred to herein as a “Party” and sometimes are collectively referred to herein as the “Parties.” Capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Purchase Agreement (as defined below).
AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENTShare Exchange Agreement • July 23rd, 2007 • Strasbaugh • Semiconductors & related devices
THIS AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT (this “Amendment”) is made and entered into as of April 30, 2007, by and among CTK WINDUP CORPORATION, a California corporation (“CTK”); and STRASBAUGH, a California corporation (“Strasbaugh”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 23rd, 2007 • Strasbaugh • Semiconductors & related devices • California
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 24, 2007, by and among Strasbaugh, a California corporation (the “Company”), and each of the investors identified on the Schedule of Investors attached hereto as Exhibit A (individually an “Investor” and collectively, the “Investors”).
STANDARD INDUSTRIAL LEASE ASSIGNMENTStandard Industrial Lease Assignment • July 23rd, 2007 • Strasbaugh • Semiconductors & related devices
Reference is hereby made to that certain Standard Industrial Lease, covering certain premises located at 825 Buckley Road in the City of San Luis Obispo, County of San Luis Obispo, State of California, more particularly described as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 23rd, 2007 • Strasbaugh • Semiconductors & related devices • California
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 24, 2007, by and among Strasbaugh, a California corporation (the “Company”), and each of the investors identified on the Schedule of Investors attached hereto as Exhibit A (individually an “Investor” and collectively, the “Investors”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • July 23rd, 2007 • Strasbaugh • Semiconductors & related devices • California
No action shall be taken by the shareholders of the Corporation except at an annual or special meeting of shareholders called in accordance with the Bylaws and no action shall be taken by the shareholders by written consent.
STRASBAUGH STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • July 23rd, 2007 • Strasbaugh • Semiconductors & related devices • California
Strasbaugh, a California corporation (the “Corporation”), pursuant to its 2007 Share Incentive Plan (the “Plan”), hereby grants to the holder listed below (“Optionee”), an option to purchase the number of shares of the Corporation’s Common Stock set forth below (the “Option”). This Option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Grant Notice and the Stock Option Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • July 23rd, 2007 • Strasbaugh • Semiconductors & related devices • California
This Employment Agreement ("Agreement") is made and entered into as of the date last written below (the "Effective Date"), by and between STRASBAUGH, a California corporation ("Company"), and ALAN STRASBAUGH ("Employee") with reference to the following facts:
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATIONLease Agreement • July 23rd, 2007 • Strasbaugh • Semiconductors & related devices • California
ContractSecurities Agreement • July 23rd, 2007 • Strasbaugh • Semiconductors & related devices
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION (TO THE EXTENT REQUESTED BY COUNSEL OF THE COMPANY) OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
