REGISTRATION RIGHTS AGREEMENT dated as of July 3, 2012 among ULTRA CLEAN HOLDINGS, INC., AND AIT HOLDING COMPANY LLCRegistration Rights Agreement • August 7th, 2012 • Ultra Clean Holdings Inc • Semiconductors & related devices • New York
This Registration Rights Agreement (this “Agreement”) dated as of July 3, 2012 is entered into between Ultra Clean Holdings, Inc., a Delaware corporation (“Parent”), and AIT Holding Company LLC (“AIT”).
LOCK-UP AND STANDSTILL AGREEMENTLock-Up and Standstill Agreement • August 7th, 2012 • Ultra Clean Holdings Inc • Semiconductors & related devices
Pursuant to the terms of the Agreement and Plan of Merger dated as of May 18, 2012 (the “Merger Agreement”) among Ultra Clean Holdings, Inc. (“Parent”), American Integration Technologies LLC, AIT Holding Company LLC (“AIT”), and Element Merger Subsidiary, LLC, a wholly owned subsidiary of Parent, AIT will receive cash and Shares (as that term is defined herein), which Shares AIT may distribute, subject to the terms herein and the Merger Agreement, to its members from time to time in one or more transactions (i) exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), or (ii) pursuant to an effective registration statement thereunder. In order to induce Parent to enter into the Merger Agreement, Parent and AIT are entering into this letter agreement (this “Agreement”), and HLHZ AIT Holdings, L.L.C. (“HLHZ”) and Houlihan Lokey, Inc. (“HL”) each are entering into this Agreement solely with respect to Sections 7, 8 and 9 of this Agreement,
