REVOLVING FACILITY SECURITY AGREEMENT dated as of September 30, 2020 by and among ALLEGRO MICROSYSTEMS, INC., as Borrower and Grantor THE OTHER GRANTORS PARTY HERETO FROM TIME TO TIME, and MIZUHO BANK, LTD., as Collateral AgentSecurity Agreement • October 13th, 2020 • Allegro Microsystems Inc • Semiconductors & related devices • New York
This REVOLVING FACILITY SECURITY AGREEMENT, dated as of September 30, 2020 (this “Agreement”), by and among Allegro MicroSystems, Inc., a Delaware corporation (the “Borrower”), the entities set forth on Schedule I hereto, each other entity from time to time party hereto as a grantor hereunder (together with the Borrower and each entity set forth on Schedule I hereto, collectively, the “Grantors”), and Mizuho Bank, Ltd., as the Collateral Agent for the Secured Parties (together with its successors and permitted assigns, the “Collateral Agent”).
AMENDED AND RESTATED SEVERANCE AGREEMENTSeverance Agreement • October 13th, 2020 • Allegro Microsystems Inc • Semiconductors & related devices • New Hampshire
THIS AGREEMENT (the “Agreement”) is entered into as of September 30, 2020 between Allegro MicroSystems, LLC, a Delaware limited liability company (“Allegro”) and Max Glover, SVP, Worldwide Sales of Allegro (“Executive”).
SG8 Collaboration AgreementSg8 Collaboration Agreement • October 13th, 2020 • Allegro Microsystems Inc • Semiconductors & related devices
THIS SG8 COLLABORATION AGREEMENT (“Agreement”) is entered into as of July 5, 2014 between Sanken Electric Co., Ltd., located at 3-6-3 Kitano Niiza-Shi, Saitama-Ken, Japan 352-8666 (“Sanken”), Polar Semiconductor, LLC, located at 2800 East Old Shakopee Road, Bloomington, MN 55425 (“Polar”), and Allegro MicroSystems, LLC, located at 115 Northeast Cutoff, Worcester, MA 01615 (“Allegro”). Sanken, Polar, and Allegro may hereinafter be referred to individually as “Party” or collectively as “Parties”
SANKEN NORTH AMERICA, INC. CLASS L COMMON STOCK GRANT AGREEMENTCommon Stock Grant Agreement • October 13th, 2020 • Allegro Microsystems Inc • Semiconductors & related devices • New York
THIS CLASS L COMMON STOCK GRANT AGREEMENT (this “Agreement”) is made as of _________ (the “Effective Date”) by and between Sanken North America, Inc., a Delaware corporation (the “Company”), and _________ (“Holder”).
DISTRIBUTION AGREEMENT JAPANDistribution Agreement • October 13th, 2020 • Allegro Microsystems Inc • Semiconductors & related devices • Massachusetts
THIS AGREEMENT (the “Agreement”) is made as of July 5, 2007 between Allegro MicroSystems, Inc., a Delaware corporation with its principal offices at 115 Northeast Cutoff, Worcester, Massachusetts 01615 (“Allegro”); and Sanken Electric Co., Ltd., a Japanese corporation with its principal offices at 3-6-3 Kitano, Niiza-shi, Saitama, Japan (“Sanken”).
MASTER TRANSACTION AGREEMENTLetter Agreement • October 13th, 2020 • Allegro Microsystems Inc • Semiconductors & related devices • Delaware
This Amendment No. 1 (“Amendment”) is effective as of March 28, 2020 (“Amendment 1 Effective Date”) and amends the Wafer Foundry Agreement by and between Allegro MicroSystems, LLC (“Allegro”) and Polar Semiconductor, LLC (“PSL”) dated April 12, 2013 (as amended, the “Agreement”).
ALLEGRO MICROSYSTEMS, INC. FORM OF REPURCHASE AGREEMENTForm of Repurchase Agreement • October 13th, 2020 • Allegro Microsystems Inc • Semiconductors & related devices • Delaware
This REPURCHASE AGREEMENT (together with the exhibits hereto, this “Agreement”) is made and entered into as of the date set forth on the signature page hereto, by and between ____ (“Holder”) and Allegro MicroSystems, Inc. (f/k/a Sanken North America, Inc.), a Delaware corporation (the “Company”), effective as of immediately prior to the Switch Filing (as defined below). For the avoidance of doubt and for all purposes of this Agreement, references herein to the “Company” include Sanken North America, Inc., a Delaware corporation.
SANKEN NORTH AMERICA, INC. CLASS A RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • October 13th, 2020 • Allegro Microsystems Inc • Semiconductors & related devices • Massachusetts
This CLASS A RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made as of ________, by and among Sanken North America, Inc., a Delaware corporation (the “Company”), ________ (the “Stockholder”), and James M. Coonan in his capacity as the Secretary of the Company and escrow holder hereunder (the “Escrow Holder”).
ROYALTY SHARING AGREEMENTRoyalty Sharing Agreement • October 13th, 2020 • Allegro Microsystems Inc • Semiconductors & related devices • Massachusetts
This Royalty Sharing Agreement (“Agreement”) is entered into between Sanken Electric Co., Ltd. “(Sanken”) and Allegro MicroSystems, LLC (“Allegro”) as of September 3, 2013 (“Effective Date”) (collectively “Parties” and singularly “Party”).
SALES REPRESENTATIVE AGREEMENTSales Representative Agreement • October 13th, 2020 • Allegro Microsystems Inc • Semiconductors & related devices
THIS AGREEMENT (the “Agreement”) is made as of July 5, 2007 between Sanken Electric Co., Ltd., a Japanese corporation with its principal offices at 3-6-3 Kitano, Niiza-shi, Saitama, Japan (“Sanken”); and Allegro MicroSystems, Inc., a Delaware corporation with its principal offices at 115 Northeast Cutoff, Worcester, Massachusetts 01615 (“Allegro”).
STOCKHOLDERS AGREEMENT OF ALLEGRO MICROSYSTEMS, INC.Stockholders Agreement • October 13th, 2020 • Allegro Microsystems Inc • Semiconductors & related devices • Delaware
This STOCKHOLDERS AGREEMENT (as it may be amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is entered into by and among Allegro Microsystems, Inc., a Delaware corporation (the “Corporation”), OEP SKNA, L.P., a Cayman Islands exempted limited partnership (“OEP”) and Sanken Electric Co., Ltd., a Japanese corporation (“Sanken” and together with OEP, the “Stockholders”) as of September 30, 2020 but effective only immediately prior to effectiveness of the registration statement on Form 8-A filed with the SEC in connection with the IPO (as defined below). Certain terms used in this Agreement are defined in Section 9.
XXX] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.Technology Development Agreement • October 13th, 2020 • Allegro Microsystems Inc • Semiconductors & related devices • Minnesota
THIS IC TECHNOLOGY DEVELOPMENT AGREEMENT (“Agreement”) is entered into as of May 28, 2009 by and among Polar Semiconductor, Inc., a Delaware corporation headquartered in Bloomington, Minnesota (“PSI”); Sanken Electric Co., Ltd., a Japanese corporation headquartered in Saitama, Japan (“Sanken”); and Allegro MicroSystems, Inc., a Delaware corporation headquartered in Worcester, Massachusetts (“Allegro”). Such parties are singularly referred to herein as a “Party” and collectively referred to as “Parties.”
CFO AMENDED AND RESTATED SEVERANCE AGREEMENTAmended and Restated Severance Agreement • October 13th, 2020 • Allegro Microsystems Inc • Semiconductors & related devices • New Hampshire
THIS AGREEMENT (the “Agreement”) is entered into as of September 30, 2020 between Allegro MicroSystems, LLC, a Delaware limited liability company (“Allegro”), and Paul V. Walsh, Jr., Senior Vice President — Chief Financial Officer of Allegro (“Executive”).
President and CEO AMENDED AND RESTATED SEVERANCE AGREEMENTPresident and Ceo • October 13th, 2020 • Allegro Microsystems Inc • Semiconductors & related devices • New Hampshire
THIS AGREEMENT (the “Agreement”) is entered into as of September 30, 2020 between Allegro MicroSystems, LLC, a Delaware limited liability company (“Allegro”), and Ravi Vig, President and Chief Executive Officer of Allegro (“Executive”).
WAFER FOUNDRY AGREEMENTWafer Foundry Agreement • October 13th, 2020 • Allegro Microsystems Inc • Semiconductors & related devices • Massachusetts
All Wafers to be delivered to Allegro under this Agreement will be packed, marked, and shipped by PSL, [XXX], as outlined in the Quality Manual, and care for transportation of Wafers of a similar type. All Wafers will be accompanied by the following information, as appropriate: (i) purchase order number, (ii) Device Type, (iii) Allegro lot number, (iv) lot quantity and (v) any process information, to be mutually agreed upon in writing by both Parties. Items (i),(ii), (iii), and (iv) will be clearly marked on the outside of each Wafer cassette, shipping carton and reflected on the Packing Slip by PSL. Shipments are ExWorks, via an Allegro nominated carrier. PSL is the exporter of record for all export international shipments. PSL will make daily shipments via Federal Express Priority Overnight unless modified by Allegro. In the event of a return shipment, whereby a RMA # is issued to Allegro from PSL, all transportation costs (freight, insurance and liability) are [XXX].
ALLEGRO MICROSYSTEMS, INC. AMENDMENT TO CLASS A RESTRICTED STOCK AWARD AGREEMENTS June 18, 2019Allegro Microsystems Inc • October 13th, 2020 • Semiconductors & related devices
This AMENDMENT (this “Amendment”) to the each of the CLASS A RESTRICTED STOCK AWARD AGREEMENTS (the “Agreements”) identified on Exhibit A hereto by and among Allegro MicroSystems, Inc. (formerly known as Sanken North America, Inc.), a Delaware corporation (the “Company”), and each of the undersigned stockholders of the Company (each a “Stockholder” and collectively, the “Stockholders”) is made as of June 18, 2019. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in each Agreement.
ALLEGRO MICROSYSTEMS, INC. FORM OF REPURCHASE AGREEMENTForm of Repurchase Agreement • October 13th, 2020 • Allegro Microsystems Inc • Semiconductors & related devices • Delaware
This REPURCHASE AGREEMENT (together with the exhibits hereto, this “Agreement”) is made and entered into as of the date set forth on the signature page hereto, by and between _____ (“Holder”) and Allegro MicroSystems, Inc. (f/k/a Sanken North America, Inc.), a Delaware corporation (the “Company”), effective as of the Pricing Date (as defined below). For the avoidance of doubt and for all purposes of this Agreement, references herein to the “Company” include Sanken North America, Inc., a Delaware corporation.
