AGREEMENT AND PLAN OF MERGER by and among Ultra Clean Holdings, Inc., Sir Daibus Ltd., Bealish Ltd. and Ham-Let (Israel – Canada) Ltd. Dated as of December 16, 2020Merger Agreement • April 5th, 2021 • Ultra Clean Holdings, Inc. • Semiconductors & related devices
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 16, 2020 by and among Ultra Clean Holdings, Inc., a Delaware corporation and Sir Daibus Ltd., a company organized under the laws of the State of Israel and a direct or indirect wholly-owned subsidiary of Ultra Clean Holdings, Inc. (collectively, “Parent”), Bealish Ltd., a company organized under the laws of the State of Israel and a direct or indirect wholly-owned subsidiary of Parent (“Merger Sub”), and Ham-Let (Israel-Canada) Ltd. Ltd., a company organized under the laws of the State of Israel (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.
SECOND AMENDMENT dated as of March 31, 2021 (this “Amendment”) to the Credit Agreement dated as of August 27, 2018 (as amended as of October 1, 2018 and as the same may have been further amended, supplemented or otherwise modified prior to the...Credit Agreement • April 5th, 2021 • Ultra Clean Holdings, Inc. • Semiconductors & related devices • New York
CREDIT AGREEMENT (as amended on October 1, 2018, on March 31, 2021 pursuant to the Second Amendment referred to below, and as the same may be further amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of August 27, 2018, among Ultra Clean Holdings, Inc., a Delaware corporation (the “Parent Borrower”), any Subsidiary Borrowers (as defined herein) from time to time parties hereto, the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and Barclays Bank PLC, as administrative agent.
