8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

     CURRENT REPORT
Pursuant To Section 13 Or 15(d) of
The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 29, 2006

ULTRA CLEAN HOLDINGS, INC.(Exact Name of Registrant
as Specified in Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

000-50646	61-1430858
(Commission File Number)	(IRS Employer Identification No.)
150 INDEPENDENCE DRIVE,
MENLO PARK, CA	94025
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 323-4100

n/a
(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Sieger Acquisition and Related Merger Agreement

      On June 29, 2006, Ultra Clean Holdings, Inc. (“Ultra Clean”) agreed to acquire Sieger Engineering, Inc. (“Sieger”) pursuant to an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) among Ultra Clean, Sieger, Bob Acquisition Inc. (“Merger Sub I”), Pete Acquisition LLC (“Merger Sub II”), the Sieger shareholders (the “Sieger Shareholders”) and Leonid Mezhvinsky as the “Sellers’ Agent”. Shortly thereafter that day and pursuant to the terms and conditions of the Merger Agreement, Merger Sub I merged with and into Sieger, with Sieger surviving the merger as a wholly-owned subsidiary of Ultra Clean (the “Merger”).

     Pursuant to the Merger Agreement, each share of common stock of Sieger issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive $0.2616 in cash and 0.0617 shares of Ultra Clean’s common stock. The right to receive the merger consideration is subject to the terms and conditions set forth in the Merger Agreement, including payment into escrow of $2,000,000 in cash and 611,923 shares of Ultra Clean’s common stock to be available for withdrawal of any amounts required by post-closing adjustments to the merger consideration and as security for the indemnification obligations of the Sieger Shareholders, all as set forth in the Merger Agreement.

     Ultra Clean paid an aggregate of approximately $50 million to complete the Merger. The aggregate merger consideration consisted of approximately $16 million in cash, 2.47 million shares of Ultra Clean’s common stock and the assumption of approximately $15 million of debt.

     The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement attached hereto as Exhibit 10.1. A copy of the press release announcing the Merger is attached hereto as Exhibit 99.1.

Loan and Security Agreement

     On June 29, 2006, in connection with the Merger, we entered into a Loan and Security Agreement (the “Loan Agreement”) with Silicon Valley Bank which provides senior secured credit facilities in an aggregate principal amount of up to $32.5 million, consisting of a $25 million revolving line of credit ($10 million of which may be used for the issuance of letters of credit) and a $7.5 million term loan. The aggregate amount of the credit facilities is also subject to a borrowing base equal to 80% of eligible accounts receivable.

     The credit facilities are available to our wholly-owned subsidiaries, Ultra Clean Technology Systems and Services, Inc. and UCT Sieger Engineering LLC, and are secured by substantially all of their assets. We have guaranteed all of the borrowers' obligations under the facilities and pledged substantially all of our assets, including the capital stock in the borrowers, to secure our guarantee. Any future domestic subsidiaries of the borrowers will be required to provide similar guarantees and liens on their assets.

     Each of the credit facilities will expire on June 29, 2009. In addition, the term loan is subject to monthly amortization payments in 36 equal installments. If we elect to terminate the credit facilities prior to maturity, we will be required to pay a fee of 1% of the aggregate amount thereof at such time, unless the facilities are refinanced by Silicon Valley Bank.

     We will pay interest on outstanding loans under the revolving credit facility at a rate per annum of 0.50%-0.75% below the prime rate, and on the term loan at a rate per annum of 0-0.25% below the prime rate, in each case depending on our senior leverage ratio at the time. In addition, we will pay a fee at a rate per annum of 0.75% on the face amount of each letter of credit.

     he Loan Agreement includes customary representations and warranties, affirmative and negative covenants and events of default. In addition, we are required to maintain a minimum fixed charge coverage ratio, a minimum liquidity amount and a maximum senior leverage ratio. The negative covenants limit our ability to dispose of assets, change our lines of business, engage in mergers and acquisitions, incur indebtedness, create liens, make investments, pay distributions on our capital stock, enter into transactions with our affiliates and make payments on subordinated debt.

     The foregoing description of the Loan Agreement and related agreements is qualified in its entirety by reference to the Loan Agreement, Unconditional Guaranty, Securities Pledge Agreement, Intellectual Property Security Agreement with Ultra Clean and Intellectual Property Security Agreement with Ultra Clean Technology which are attached hereto as Exhibits 10.2, 10.3, 10.4, 10.5, and 10.6.

Appointment of Leonid Mezhvinsky as President of Ultra Clean and Employment Agreement

     Leonid Mezhvinsky, the President and Chief Executive Officer of Sieger prior to the Merger, has been appointed President of Ultra Clean, effective immediately. Ultra Clean will also recommend to its Board of Directors (the “Board”) that Mr. Mezhvinsky be nominated as a member of the Board when another independent director is appointed to the Board. Mr. Mezhvinsky, age 52, most recently served as the President and Chief

Executive Officer of Sieger, of which he was the primary owner for 22 years. Mr. Mezhvinsky holds a Bachelors of Science in Industrial Automation from Odessa College, Ukraine.

     On June 29, 2006, Ultra Clean entered into an employment agreement with Mr. Mezhvinsky. The employment agreement has a term of one year and provides for a base salary of $297,500 and an annual target bonus of 50% of his base salary. The agreement provides that he will be granted options to purchase 315,000 shares of Ultra Clean common stock, which will have an exercise price equal to the fair market value of the stock on the grant date and will vest over four years. If Mr. Mezhvinsky is terminated during the term of the agreement by Ultra Clean without cause, or if he resigns with good reason (as defined in the employment agreement) within six months after a change in control, he is entitled to receive 12 months of base salary, up to 12 months of health benefits and 12 months of accelerated vesting of his stock options.

     The foregoing discription of Mr. Mezhvinsky’s employment agreement is qualified in its entirety by reference to such agreement, attached hereto as Exhibit 10.7.

Stockholders’ Rights Agreement

     On June 29, 2006, in connection with the Merger, Ultra Clean, FP-Ultra Clean, L.L.C. (“FP”) and the Sieger Shareholders entered into an Amended and Restated Stockholders’ Agreement (the “Stockholders’ Agreement”). The Stockholders’ Agreement provides that one director nominee to Ultra Clean’s Board will be Leonid Mezhvinsky (immediately following the appointment of an additional independent director to the Board) so long as (A) he is employed by Ultra Clean, (B) the Sieger Shareholders collectively hold more than 247,191 shares of Ultra Clean common stock and (C) FP holds more than 416,740 shares of Common Stock. Pursuant to the Stockholders’ Agreement FP retains its right to nominate a number of directors that decreases in relation to the proportion of outstanding shares of Ultra Clean’s common stock held by FP and to nominate, together with the Chief Executive Officer of Ultra Clean, up to four additional directors. These nomination rights are subject to the powers and duties of Ultra Clean’s Nominating and Corporate Governance Committee and applicable rules of the Nasdaq Stock Market.

     The Stockholders’ Agreement also includes drag-along rights for FP and co-sale rights for the Sieger Shareholders. In addition, as long as FP holds any shares of Ultra Clean common stock, it will retain certain rights to receive financial information and reports regarding Ultra Clean’s business. The Sieger Shareholders also have the right to receive certain Ultra Clean filings made with the Securities and Exchange Commission.

     The foregoing discription of the Stockholders’ Agreement is qualified in its entirety by reference to the Stockholders Agreement, attached hereto as Exhibit 10.8.

Registration Rights Agreement

     On June 29, 2006, also in connection with the Merger, Ultra Clean, FP and the Sieger Shareholders entered into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”). The Registration Rights Agreement provides that, at the request of FP, or, under certain circumstances, the Sieger Shareholders, Ultra Clean can be required to effect registration statements registering the securities held by FP and the Sieger Shareholders.

     In addition, if Ultra Clean proposes to register any Ultra Clean securities, other than a registration on form S-8 or S-4 or successor forms of these forms, whether or not such registration is for Ultra Clean’s own account, FP and the Sieger Shareholders may participate in such registration. Ultra Clean and the stockholders selling securities under a registration statement will be required to enter into customary indemnification and contribution arrangements with respect to each registration statement.

     The foregoing discription of the Registration Rights Agreement is qualified in its entirety by reference to the Registration Rights Agreement, attached hereto as Exhibit 10.9.

Corporate Opportunity Agreement

     On June 29, 2006, Ultra Clean entered into a corporate opportunity agreement with Mr. Mezhvinsky. The corporate opportunity agreement prohibits Mr. Mezhvinsky from competing with Ultra Clean in Sieger’s former line of business as an employee, consultant, independent contractor, partner, owner, officer or stockholder for three years after the date of the agreement, with certain exceptions described in the agreement.

     The foregoing discription of the corporate opportunity agreement with Mr. Mezhvinsky is qualified in its entirety by reference to such corporate opportunity agreement, attached hereto as Exhibit 10.10.

Lock-Up Agreement

     On June 29, 2006, Ultra Clean and the Sieger Shareholders also entered into a Lock-Up Agreement (the “Lock-Up Agreement”) pursuant to which Stockholders may not sell or otherwise transfer their shares of Ultra Clean common stock prior to December 26, 2006. The Lock-Up Agreement further provides that from December 26, 2006 to June 29, 2008, Mr. Mezhvinsky, Victor Mezhvinsky and their related trusts (the “Mezhvinsky Stockholders”) may not sell or otherwise transfer their shares of Ultra Clean common stock unless they comply with the volume limitations under Rule 144 of the Securities Act of 1933, as amended, and do not sell or otherwise transfer more than 25% of the number of shares of Ultra Clean common stock [received by

the Sieger Shareholders in the Merger in any consecutive 90-day period. Notwithstanding the foregoing, in the event that Mr. Mezhvinsky ceases to be an employee or director of Ultra Clean (if so elected), the Mezhvinsky Stockholders may sell or otherwise transfer up to 25% of the number of shares of Ultra Clean common stock received by the Sieger Shareholders under the Merger in any consecutive 90-day period beginning on the later of December 26, 2006 and the date Mr. Mezvinsky ceases to be an employee or director of Ultra Clean.

     The foregoing discription of the Lock-up Agreement is qualified in its entirety by reference to the Lock-Up Agreement, attached hereto as Exhibit 10.11.

Item 2.01 Completion of Acquisition or Disposition of Assets

     The information set forth in Item 1.01 is hereby incorporated by reference herein.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

     Leonid Mezhvinsky, the President and Chief Executive Officer of Sieger prior to the Merger, has been appointed President of Ultra Clean, effective immediately. Ultra Clean will also recommend to its Board of Directors (the “Board”) that Mr. Mezhvinsky be nominated as a member of the Board when another independent director is appointed to the Board. Mr. Mezhvinsky, age 52, most recently served as the President and Chief Executive Officer of Sieger, of which he was the primary owner for 22 years. Mr. Mezhvinsky holds a Bachelors of Science in Industrial Automation from Odessa College, Ukraine.

     On June 29, 2006, Ultra Clean entered into an employment agreement with Mr. Mezhvinsky. The employment agreement has a term of one year and provides for a base salary of $297,500 and an annual target bonus of 50% of his base salary. The agreement provides that he will be granted options to purchase 315,000 shares of Ultra Clean common stock, which will have an exercise price equal to the fair market value of the stock on the grant date and will vest over four years. If Mr. Mezhvinsky is terminated during the term of the agreement by Ultra Clean without cause, or if he resigns with good reason (as defined in the employment agreement) within six months after a change in control, he is entitled to receive 12 months of base salary, up to 12 months of health benefits and 12 months of accelerated vesting of his stock options.

The foregoing discription of Mr. Mezhvinsky’s employment agreement is qualified in its entirety by reference to such agreement, attached hereto as Exhibit 10.7.

Item 9.01 Financial Statements and Exhibits

     (b) Exhibits

Exhibit No.	Description
10.1	Agreement and Plan of Merger and Reorganization dated as of June 29, 2006 by and among Sieger Engineering, Inc., Leonid Mezhvinsky, Ultra Clean Holdings, Inc., Bob Acquisition Inc., Pete Acquisition LLC, Leonid and Inna Mezhvinsky as trustees of the Revocable Trust Agreement of Leonid Mezhvinsky and Inna Mezhvinsky dated April 26, Joe and Jenny Chen as trustees of the Joe Chen and Jenny Chen Revocable Trust dated 2002, Victor Mezhvinsky, Victor Mezhvinsky as trustee of the Joshua Mezhvinsky 2004 Irrevocable Trust under Agreement dated June 4, 2004, David Hongyu Wu and Winnie Wei Zhen Wu as trustees of the Chen Minors Irrevocable Trust, Frank Moreman and Leonid Mezhvinsky as Sellers’ Agent
10.2	Loan and Security Agreement dated as of June 29, 2006 among Silicon Valley Bank, Ultra Clean Technology Systems and Service, Inc., Bob Acquisition Inc. and Pete Acquisition LLC
10.3	Unconditional Guaranty by Ultra Clean in favor of Silicon Valley Bank dated as of June 29, 2006
10.4	Securities Pledge Agreement dated as of June 29, 2006 between Silicon Valley Bank and Ultra Clean
10.5	Intellectual Property Security Agreement dated as of June 29, 2006 between Silicon Valley Bank and Ultra Clean
10.6	Intellectual Property Security Agreement dated as of June 29, 2006 between Silicon Valley Bank and Ultra Clean Technology
10.7	Employment Agreement dated as of June 29, 2006 between Ultra Clean and Leonid Mezhvinsky
10.8	Amended and Restated Stockholders’ Agreement dated as of June 29, 2006 among Ultra Clean, FP-Ultra Clean, L.L.C. and the Sieger Shareholders
10.9	Amended and Restated Registration Rights Agreement dated as of June 29, 2006 among Ultra Clean, FP-Ultra Clean L.L.C. and the Sieger Shareholders
10.10	Agreement to Preserve Corporate Opportunity dated as of June 29, 2006 between Ultra Clean and Leonid Mezhvinsky
10.11	Lock-Up Agreement dated as of June 29, 2006 between Ultra Clean and the Sieger Shareholders
99.1	Press Release dated June 29, 2006

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ULTRA CLEAN HOLDINGS, INC.
Date:	July 6 , 2006	By:	/s/ Jack Sexton
			Name:	Jack Sexton
			Title:	Vice President and Chief Financial Officer

EX-10.1

Exhibit 10.1

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

dated as of

June 29, 2006

among

SIEGER ENGINEERING, INC.

LEONID MEZHVINSKY

ULTRA CLEAN HOLDINGS, INC.

BOB ACQUISITION INC.

PETE ACQUISITION LLC

SOLELY WITH RESPECT TO SECTIONS 4.01(b), 4.02(b), 4.04, Section 5.01,
Section 5.02, Section 5.03 and Section 5.04 (in each case only with respect to
itself), and SECTIONS 9.03, 9.05, 9.06, 9.07 and 12.02:

     LEONID AND INNA MEZHVINSKY AS TRUSTEES OF THE
REVOCABLE TRUST AGREEMENT OF LEONID MEZHVINSKY AND
INNA MEZHVINSKY DATED APRIL 26, 1988

JOE AND JENNY CHEN AS TRUSTEES OF THE JOE CHEN AND
JENNY CHEN REVOCABLE TRUST DATED 2002

VICTOR MEZHVINSKY

     VICTOR MEZHVINSKY AS TRUSTEE OF THE JOSHUA
MEZHVINSKY 2004 IRREVOCABLE TRUST UNDER AGREEMENT
DATED JUNE 4, 2004

DAVID HONGYU WU AND WINNIE WEI ZHEN WU AS TRUSTEES OF
THE CHEN MINORS IRREVOCABLE TRUST

FRANK MOREMAN

and

LEONID MEZHVINSKY, as Sellers’ Agent

	TABLE OF CONTENTS
		PAGE
ARTICLE 1 DEFINITIONS		2
Section 1.01.	Definitions	2
Section 1.02.	Other Definitional and Interpretative Provisions	10
ARTICLE 2 THE MERGERS		11
Section 2.01.	The Mergers	11
Section 2.02.	Conversion of Shares	12
Section 2.03.	Conversion of Shares in the Second Merger	12
Section 2.04.	Surrender and Payment	12
Section 2.05.	Dissenting Shares	14
Section 2.06.	Closing Balance Sheet	14
Section 2.07.	Adjustment of Merger Consideration	16
Section 2.08.	Sellers’ Agent	18
Section 2.09.	Company Audit Expenses	19
Section 2.10.	Fractional Shares	19
Section 2.11.	Withholding Rights	20
Section 2.12.	Escrow	20
Section 2.13.	Lost Certificates	21
Section 2.14.	Parent Stock Consideration Adjustment	21
ARTICLE 3 INITIAL SURVIVING CORPORATION; THE SURVIVING ENTITY		21
Section 3.01.	Articles of Incorporation and Bylaws of the Initial Surviving
	Corporation	21
Section 3.02.	Directors and Officers	22
Section 3.03.	Certificate of Formation and Limited Liability Company
	Agreement	22
Section 3.04.	Managers and Officers	22
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE COMPANY		22
Section 4.01.	Existence and Power	23
Section 4.02.	Authorization	23
Section 4.03.	Governmental Authorization	24
Section 4.04.	Noncontravention	24
Section 4.05.	Capitalization	24
Section 4.06.	Ownership of Shares	25
Section 4.07.	No Subsidiaries	25
Section 4.08.	Financial Statements	25
Section 4.09.	Absence of Certain Changes	26
Section 4.10.	No Undisclosed Liabilities	27
Section 4.11.	Affiliated Balances	27

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Section 4.12.	Material Contracts	28
Section 4.13.	Litigation	30
Section 4.14.	Compliance with Laws and Court Orders	30
Section 4.15.	Properties; Sufficiency of Assets in Company	30
Section 4.16.	Products	31
Section 4.17.	Intellectual Property	31
Section 4.18.	Insurance Coverage	33
Section 4.19.	Licenses and Permits	33
Section 4.20.	Inventories	33
Section 4.21.	Receivables	33
Section 4.22.	Finders’ Fees	34
Section 4.23.	Labor Matters	34
Section 4.24.	Employee Benefit Plans	34
Section 4.25.	Environmental Matters	36
Section 4.26.	Certain Interests	37
Section 4.27.	Customers; Suppliers	38
Section 4.28.	Debt	38
Section 4.29.	Books and Records	39
Section 4.30.	Independent Public Accountants	39
Section 4.31.	FIRPTA	39
ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF CERTAIN SELLERS		39
Section 5.01.	Experienced and Accredited Investor	39
Section 5.02.	Investment Intent; Blue Sky	39
Section 5.03.	Rule 144	39
Section 5.04.	Restrictions on Transfer; Restrictive Legends	40
ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF PARENT		40
Section 6.01.	Corporate Existence and Power	40
Section 6.02.	Corporate Authorization	40
Section 6.03.	Governmental Authorization	41
Section 6.04.	Noncontravention	41
Section 6.05.	SEC Filings; Financial Statements	41
Section 6.06.	Litigation	42
Section 6.07.	Finders’ Fees	42
Section 6.08.	Common Stock	42
Section 6.09.	No Material Adverse Effect	42
ARTICLE 7 COVENANTS OF PARENT		42
Section 7.01.	Indemnification of Company Directors and Officers	42
ARTICLE 8 COVENANTS OF PARENT, THE MERGER SUBSIDIARIES AND THE
COMPANY		43
Section 8.01.	Reasonable Efforts; Further Assurances	43

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Section 8.02.	Certain Filings	43
Section 8.03.	Further Assurances	44
Section 8.04.	Confidentiality	44
Section 8.05.	Consent Of Moss Adams	44
ARTICLE 9 TAX MATTERS		45
Section 9.01.	Tax Definitions	45
Section 9.02.	Tax Representations	46
Section 9.03.	Covenants	48
Section 9.04.	Tax Sharing	50
Section 9.05.	Cooperation on Tax Matters	50
Section 9.06.	Tax Indemnification	50
Section 9.07.	Certain Disputes	53
Section 9.08.	Purchase Price Adjustment	54
Section 9.09.	Tax Certificates	54
Section 9.10.	Tax-Free Reorganization Treatment	54
Section 9.11.	Survival	54
ARTICLE 10 EMPLOYEE BENEFITS		54
Section 10.01.	Company Plans	54
Section 10.02.	Parent Benefit Plans	55
Section 10.03.	Parent Employee Stock Purchase Plan	55
Section 10.04.	Parent Management and Board Appointee	56
ARTICLE 11 CONDITIONS TO CLOSING		56
Section 11.01.	Conditions to Obligations of Each Party	56
Section 11.02.	Conditions to Obligation of Parent and the Merger Subsidiaries	56
Section 11.03.	Conditions to Obligation of the Company and Sellers	57
ARTICLE 12 SURVIVAL; INDEMNIFICATION		58
Section 12.01.	Survival	58
Section 12.02.	Indemnification	58
Section 12.03.	Procedures	60
ARTICLE 13 TERMINATION		62
Section 13.01.	Grounds for Termination	62
Section 13.02.	Effect of Termination	63
ARTICLE 14 MISCELLANEOUS		63
Section 14.01.	Notices	63
Section 14.02.	Amendments and Waivers	64

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Section 14.03.	Expenses	65
Section 14.04.	Successors and Assigns	65
Section 14.05.	Governing Law	65
Section 14.06.	Jurisdiction	65
Section 14.07.	Counterparts; Effectiveness; Third Party Beneficiaries	65
Section 14.08.	Entire Agreement	66
Section 14.09.	Severability	66
Section 14.10.	Specific Performance	66
INDEX TO EXHIBITS
Exhibit A	Amended and Restated Stockholders’ Agreement
Exhibit B	Mezhvinsky Employment Agreement
Exhibit C	Mezhvinsky Non-Compete Agreement
Exhibit D	Chen Non-Compete Agreement
Exhibit E	Lease Amendment
Exhibit F	Amended and Restated Registration Rights Agreement
Exhibit G	Escrow Agreement
Exhibit H	Lockup Agreement
Exhibit I-1	Parent Closing Tax Representation Certificate
Exhibit I-2	Company Closing Tax Representation Certificate
Exhibit J-1	Parent Final Tax Representation Certificate
Exhibit J-2	Company Final Tax Representation Certificate
Exhibit K	Company Sales to Applied Materials, Inc.
INDEX TO SCHEDULES
Schedule A	Company Fees and Expenses Related to This Agreement

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

     AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) dated as of June 29, 2006 among Sieger Engineering, Inc., a California corporation (the “Company”); Leonid Mezhvinsky; Ultra Clean Holdings Inc., a Delaware corporation (“Parent”); Bob Acquisition Inc., a California corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary I”); Pete Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Subsidiary II” and, together with Merger Subsidiary I, the “Merger Subsidiaries”); solely with respect to Sections 4.01(b), 4.02(b), 4.04, Section 5.01, Section 5.02, Section 5.03 and Section 5.04 (in each case only with respect to itself), and Sections 9.03, 9.05, 9.06, 9.07 and 12.02, Leonid and Inna Mezhvinsky as trustees of the Revocable Trust Agreement of Leonid Mezhvinsky and Inna Mezhvinsky dated April 26, 1988 (the “Mezhvinsky Living Trust”), Joe and Jenny Chen as trustees of the Joe Chen and Jenny Chen Revocable Trust dated 2002 (the “Chen Living Trust), Victor Mezhvinsky, Victor Mezhvinsky as trustee of the Joshua Mezhvinsky 2004 Irrevocable Trust under Agreement dated June 4, 2004 (the “Joshua Trust”), David Hongyu Wu and Winnie Wei Zhen Wu as trustees of the Chen Minors Irrevocable Trust (the “Chen Minors Trust”) and Frank Moreman (each of the Mezhvinsky Living Trust, the Chen Living Trust, Victor Mezhvinsky, the Joshua Trust, the Chen Minors Trust and Frank Moreman, a “Seller” and collectively, the “Sellers”); and Leonid Mezhvinsky as the “Sellers’ Agent.”

     WHEREAS, upon the terms and subject to the conditions of this Agreement and in accordance with California Law and Delaware Law, Parent and the Company will enter into a business combination transaction pursuant to which Merger Subsidiary I will merge with and into the Company (the “First Merger”), with the Initial Surviving Corporation (as defined herein) then merging with and into Merger Subsidiary II (the “Second Merger” and, together with the First Merger, the “Mergers”);

     WHEREAS, it is intended that the Mergers will together qualify for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”);

     WHEREAS, the Boards of Directors of Parent, the Company and Merger Subsidiary I each have determined that a business combination transaction among the parties is fair to and in the best interests of their respective companies, shareholders and equityholders and presents an opportunity for their respective companies to achieve long-term strategic and financial benefits, and accordingly have agreed to effect the Mergers upon the terms and subject to the conditions set forth in this Agreement and have approved this Agreement and declared this Agreement and the Mergers advisable;

     WHEREAS, the Board of Directors of the Company has unanimously determined to recommend that the shareholders of the Company approve the

Merger, the Escrow Agreement (as defined herein), this Agreement and the transactions contemplated hereby and thereby; and

     WHEREAS, contemporaneously with the execution and delivery of this Agreement, (i) Leonid Mezhvinsky is entering into the Mezhvinsky Employment Agreement (as defined herein), (ii) Leonid Mezhvinsky is entering into the Mezhvinsky Non-Compete Agreement (as defined herein), (iii) Joe Chen is entering into the Chen Non-Compete Agreement (as defined herein), and (iv) Parent and Leonid Mezhvinsky, Inna Mezhvinsky, Joe Chen and Jenny Chen are entering into the Lease Amendment (as defined herein), (v) Parent, FP and Sellers are entering into the Amended and Restated Stockholders’ Agreement (as defined herein), (vi) Parent, FP and Sellers are entering into the Amended and Restated Registration Rights Agreement (as defined herein) and (vii) Parent, FP and Sellers are entering into the Lockup Agreement (as defined herein), each of which is to take effect upon the Closing (as defined herein).

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE 1
DEFINITIONS

     Section 1.01. Definitions.

     (a) The following terms, as used herein, have the following meanings:

     “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person. For the purpose of this definition, the term “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

     “Amended and Restated Registration Rights Agreement” means the agreement in the form of Exhibit F hereto.

      “Amended and Restated Stockholders’ Agreement” means the agreement in the form of Exhibit A hereto.

      “Ancillary Documents” means the (i) Amended and Restated Stockholders’ Agreement, (ii) Mezhvinsky Employment Agreement, (iii) Mezhvinsky Non-Compete Agreement, (iv) Chen Non-Compete Agreement,

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(v) Lease Amendment, (vi) Amended and Restated Registration Rights Agreement, (vii) Escrow Agreement and (viii) Lockup Agreement.

     “Applicable Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended through the Closing Date unless expressly specified otherwise.

     “Assumed Debt” means the outstanding principal, any accrued interest and any other amounts outstanding (including any fees, penalties or other amounts payable) under certain accounts stated on the Closing Balance Sheet as: (i) Notes Payable – Revolving L.O.C., (ii) Loan from Shareholders, (iii) Notes Payable – Current, (iv) Notes Payable – Prior Shareholders, (v) Notes Payable – Machinery & Equipment and (vi) Note Payable.

     “Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in San Francisco, California are authorized or required by Applicable Law to close.

     “California Law” means the California Corporations Code.

     “Cash Account” means cash and cash equivalents of the Company.

     “Cash Amount” means the quotient obtained by dividing (i) the Cash Consideration by (ii) the Shares.

“Cash Consideration” means $10,463,881.

“Cash Escrow Holdback Amount” means $2,000,000.

     “CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and any rules or regulations promulgated thereunder.

     “Chen Non-Compete Agreement” means the agreement in the form of Exhibit D hereto.

     “Chen Persons” means Joe Chen, the Chen Living Trust and the Chen Minors Trust.

     “Closing Date” means the date on which the Effective Time occurs.

     “Closing Price” means $7.844

     “Code” means the Internal Revenue Code of 1986, as amended.

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     “Company Balance Sheet” means the audited balance sheet of the Company as of December 31, 2005.

“Company Balance Sheet Date” means December 31, 2005.

     “Company Common Stock” means the shares of common stock, no par value per share, of the Company.

     “Company IP” means all Intellectual Property owned or exclusively licensed to the Company.

     “Delaware Law” means the General Corporation Law of the State of Delaware.

     “Environmental Requirements” means any applicable federal, state, local or foreign law (including, without limitation, common law), treaty, judicial decision, regulation, rule, judgment, order, decree, injunction, permit, or governmental restriction or requirement relating to human health and safety, the environment or to pollutants, contaminants, wastes or chemicals or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substances, wastes or materials.

     “Environmental Permits” means all permits, licenses, franchises, certificates, approvals and other similar authorizations of Governmental Authorities required by Environmental Requirements.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended and the rules and regulations promulgated thereunder.

     “ERISA Affiliate” of any entity means any other entity which, together with such entity, would be treated as under common control pursuant to Section 414 of the Code and the regulations issued thereunder.

“Escrow Holdback” means the Pro Rata Share of the Escrow Fund.

     “Final Cash Escrow Holdback Amount” means $250,000.

     “Final Determination” means (i) any final determination of liability in respect of a Tax that, under applicable law, is not subject to further appeal, review or modification through proceedings or otherwise (including the expiration of a statute of limitations or a period for the filing of claims for refunds, amended returns or appeals from adverse determinations), including a “determination” as defined in Section 1313(a) of the Code or execution of an Internal Revenue Service Form 870AD or (ii) the payment of Tax by Parent or its Affiliates, with respect to any item disallowed or adjusted by a Taxing Authority, provided that Parent determines that no action should be taken to recoup such payment from the Taxing Authority and the Sellers’ Agent agrees.

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     “FP” means FP-Ultra Clean, L.L.C.

     “GAAP” means generally accepted accounting principles in the United States of America.

     “Governmental Authority” means any transnational, domestic or foreign federal, state or local, governmental authority, department, court, agency or official, including any political subdivision thereof.

     “Hazardous Substances” means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substance, waste or material, or any substance, waste or material having any constituent elements displaying any of the foregoing characteristics, including, without limitation, petroleum, its derivatives, by-products and other hydrocarbons, and any substance, waste or material regulated under any Environmental Requirements.

     “Intellectual Property” means all trademarks, trade names, service marks, domain names, patents, copyrights, trade secrets, and all applications and registrations of such worldwide; and technology (including but not limited to computer software programs, applications, algorithms, models, databases or documentation) inventions, know-how and tangible or intangible proprietary information or materials.

     “Knowledge of Company,” “Company’s knowledge” and any similar knowledge qualification in this Agreement means the actual knowledge of each of Leonid Mezhvinsky, Joe Chen and Frank Moreman, after reasonable inquiry (with respect to any particular section of this Agreement) of such individual employed by the Company, if any, who (a) has the title of director or a more senior title, and (b) has management responsibility over the functional area of the Company relating to such section of this Agreement.

     “Lease Amendment” means the agreement in the form of Exhibit E hereto.

     “Lien” means, with respect to any property or asset, any mortgage, lien, pledge, security interest, hypothecation, option, right of first refusal, easement, right of way, lease, sublease, license, sublicense, covenant, restriction on transfer or use, title defect, encroachment or other encumbrance or other adverse claim of any kind in respect of such property or asset. For the purposes of this Agreement, a Person shall be deemed to own subject to a Lien any property or asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such property or asset.

     “LLC Act” means the Delaware Limited Liability Company Act.

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     “Lockup Agreement” means the agreement in the form of Exhibit H hereto.

     “Material Adverse Effect” means, with respect to any Person, a material adverse effect on the financial condition, business, assets or results of operations of such Person and its Subsidiaries, taken as a whole; provided that in no event shall any of the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been or will be, a Material Adverse Effect with respect to any Person: (A) any change, event, circumstance or effect (any such item, an “Effect”) resulting from general economic conditions or events affecting the Person’s industry generally but which does not disproportionately affect the Person in any substantial respect; (B) any Effect to the extent resulting from compliance with the terms and conditions of this Agreement and the Ancillary Documents; (C) any Effect to the extent resulting from the announcement or pendency of the Mergers, including loss of any employees, customers, suppliers, partners or distributors; (D) any Effect to the extent resulting from general economic, financial or business conditions at Applied Materials, Inc.; or (E) any Effect resulting from natural disasters, the outbreak or escalation of war, hostilities or terrorist activities, either in the United States or abroad, which does not disproportionately affect the Person in any substantial respect.

     “Merger Consideration” means the sum of (i) the aggregate Cash Amount and (ii) the aggregate Parent Stock Amount, collectively payable or issuable, as the case may be, in respect of the Shares pursuant to Section 2.02(a).

     “Mezhvinsky Employment Agreement” means the agreement in the form of Exhibit B hereto.

     “Mezhvinsky Non-Compete Agreement” means the agreement in the form of Exhibit C hereto.

     “Mezhvinsky Persons” means Leonid Mezhvinsky, the Mezhvinsky Living Trust, Victor Mezhvinsky and the Joshua Trust.

     “1933 Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

     “1934 Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

     “Parent Common Stock” means the common stock, par value $0.001 per share, of Parent.

     “Parent Stock Amount” means a number of shares of Parent Common Stock equal to the quotient obtained by dividing (i) the Parent Stock Consideration by (ii) the Shares.

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     “Parent Stock Consideration” means 2,471,910 shares of Parent Common Stock.

     “Parent Stock Escrow Holdback Amount” means the number of shares of Parent Common Stock equal to the quotient obtained by dividing (i) $1,000,000 by (ii) the Closing Price.

     “Permitted Liens” means (i) liens for taxes and other similar governmental charges and assessments which are not yet due or delinquent or which are being contested in good faith (and for which adequate accruals or reserves have been established on the Company Balance Sheet), (ii) liens of landlords and liens of carriers, warehousemen, mechanics and materialmen and other like liens arising in the ordinary course of business for sums not yet due and payable, (iii) undetermined or inchoate liens, charges and privileges and any statutory liens, licenses, charges, adverse claims, security interests or encumbrances of any nature whatsoever and claimed or held by any Governmental Authority that have not been filed or registered or that are related to obligations that are not due or delinquent, (iv) security given in the ordinary course of business to any public utility, Governmental Authority or other statutory or public authority, (v) liens encumbering the landlord’s fee simple title to the Company’s leased real property, (vi) liens encumbering leased or financed equipment, (vii) purchase money security interests and (viii) liens which do not materially detract from the value or materially interfere with any present use of the underlying property or assets.

     “Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

     “Pro Rata Share” means with respect to a holder of Shares, the quotient obtained by dividing (i) the number of Shares held by such holder by (ii) the number of all Shares.

     “Registered IP” means all U.S. and foreign registrations, and applications thereof, for any Company IP.

     “Shares” means all of the outstanding shares of Company Common Stock.

     “Subsidiary” means any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other Person performing similar functions are at the time directly or indirectly owned by Parent.

     “Tax Escrow Fund” means the number of shares of Parent Common Stock equal to the quotient obtained by dividing (i) $3,800,000, by (ii) the Closing Price.

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     “Tax Escrow Share” means with respect to the Mezhvinsky Living Trust, 28.71%, with respect to Victor Mezhvinsky, 0.645%, with respect to the Joshua Trust, 0.645%, with respect to the Chen Living Trust, 63.175%, with respect to the Chen Minors Trust, 3.325%, and with respect to Frank Moreman, 3.5%.

     “Trust” means any of the Mezhvinsky Living Trust, the Chen Living Trust, the Joshua Trust or the Chen Minors Trust.

     “Trust Seller” means any of Leonid and Inna Mezhvinsky as trustees of the Mezhvinsky Living Trust, Joe and Jenny Chen as trustees of the Chen Living Trust, Victor Mezhvinsky as trustee of the Joshua Trust or David Hongyu Wu and Winnie Wei Zhen as trustees of the Chen Minors Trust.

     (b) Each of the following terms is defined in the Section set forth opposite such term:

Term	Section
368 Reorganization	2.14
Accounting Referee	9.07
Agreement	Preamble
Assumed Debt Downward Adjustment Amount	2.07
Assumed Debt Upward Adjustment Amount	2.07
Certificates	2.04
Claim Certificate	12.03
Closing	2.01
Closing Balance Sheet	2.06
Closing Working Capital	2.06
Code	Preamble
Company	Preamble
Company Audit Expenses	2.09
Company Disclosure Schedule	Article 4
Company Financial Statements	4.08
Company Insurance Policies	4.18
Company Securities	4.05
Company Stock Options	4.05
Confidentiality Agreement	8.04
Consent Expenses	8.05
Continuing Employees	10.02
Damages	12.02
Designated Accounting Firm	2.06
Downward Adjustment Amount	Section 2.07
Effective Time	2.01
End Date	13.01
Employee Plans	4.24
Escrow Account	2.12
Escrow Agent	2.12
Escrow Agreement	2.12

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Term	Section
Escrow Fund	2.12
Exchange Agent	2.04
Expert Calculations	2.06
Final Working Capital	2.07
First Merger	Preamble
Indemnified Parties	12.02
Indemnifying Party	12.03
Indemnity Period	12.01
Initial Surviving Corporation	2.01
Loan Agreement	4.28
Loss	9.06
Material Consent	4.12
Material Contracts	4.12
Merger Subsidiaries	Preamble
Merger Subsidiary I	Preamble
Merger Subsidiary II	Preamble
Mergers	Preamble
Minimum Working Capital	2.07
Necessary IP Rights	4.17
Parent	Preamble
Parent ESPP	10.03
Parent Financials	6.05
Parent Indemnitee(s)	9.01
Parent SEC Reports	6.05
Parent Working Capital Certificate	2.06
Permits	4.19
Plans	10.02
Post-Closing Tax Period	9.01
Pre-Closing Tax Period	9.01
QSST	2.12(b)
Returns	9.02
S Corporation Share	9.01
Second Effective Time	2.01
Second Merger	Preamble
Seller(s)	Preamble
Seller Dispute Notice	2.06
Sellers’ Agent	Preamble
Sellers’ Requested Adjustment	2.14
Shareholder’s Certificate	12.03
Significant Customer	4.27
Surviving Entity	2.01
Tax	9.01
Tax Contest	9.06
Tax Escrow Account	2.12
Tax Sharing Agreements	9.01

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Term	Section
Taxing Authority	9.01
Third Party Claim	12.03
Third Party Claim Notice	12.03
Upward Adjustment Amount	2.07
WARN Act	Section 4.24
Warranty Breach	12.02
Working Capital Downward Adjustment Amount	2.07
Working Capital Upward Adjustment Amount	2.07

     Section 1.02. Other Definitional and Interpretative Provisions. The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement unless otherwise specified. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules, respectively, of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute are to such statute as amended through the Closing Date, unless expressly specified otherwise, and include the rules and regulations promulgated thereunder as amended through the Closing Date, unless expressly specified otherwise. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented through the date hereof or as of the Closing Date, as the case may be, in accordance with the terms hereof or thereof, as the case may be; provided that with respect to any other agreement or contract listed on any schedules hereto, any material amendments, modifications or supplements must also be listed in the appropriate schedule unless otherwise specified. References from or through any date mean, unless otherwise specified, from and including such date and through and including such date, respectively. This Agreement has been negotiated by the parties and their respective legal counsel, and legal or equitable principles that might require the construction of this Agreement or any provision of this Agreement against the party drafting this Agreement will not apply in any construction or interpretation of this Agreement.

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ARTICLE 2
THE MERGERS

Section 2.01. The Mergers.

     (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will be held at the offices of Davis Polk & Wardwell, 1600 El Camino Real, Menlo Park, California 94025 (or such other place as the parties may agree) as soon as practicable after the satisfaction or, to the extent permitted, waiver of the last of the conditions to the Mergers to be satisfied. Immediately following the Closing, the Company and Merger Subsidiary I will file an agreement of merger with the Secretary of State of the State of California and make all other filings or recordings required by California Law in connection with the First Merger. The First Merger shall become effective at such time (the “Effective Time”) as the agreement of merger is accepted by the Secretary of State of the State of California or at such later time as is specified in the agreement of merger.

     (b) At the Effective Time, Merger Subsidiary I shall be merged with and into the Company in accordance with California Law, whereupon the separate existence of Merger Subsidiary I shall cease, and the Company shall be the surviving corporation (the “Initial Surviving Corporation”).

     (c) From and after the Effective Time, the Initial Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Subsidiary I, all as provided under California Law.

     (d) Immediately following the Effective Time, the Initial Surviving Corporation and Merger Subsidiary II shall file an agreement of merger with the Secretary of State of the State of California, a certificate of merger with the Delaware Secretary of State and make all other filings or recordings required by California Law and the LLC Act in connection with the Second Merger. The Second Merger shall become effective at such time (the “Second Effective Time”) as the agreement of merger and certificate of merger are duly filed with the Secretaries of State of the States of California and Delaware, respectively, or at such later time as may be specified in the agreement of merger and certificate of merger.

     (e) At the Second Effective Time, the Initial Surviving Corporation shall be merged with and into Merger Subsidiary II in accordance with California Law and the LLC Act, whereupon the separate existence of the Initial Surviving Corporation shall cease, and Merger Subsidiary II shall be the surviving entity (the “Surviving Entity”).

     (f) From and after the Second Effective Time, the Surviving Entity shall possess all the rights, powers, privileges and franchises and be subject to all

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of the obligations, liabilities, restrictions and disabilities of the Initial Surviving Corporation and Merger Subsidiary II, all as provided under California Law and the LLC Act.

Section 2.02. Conversion of Shares. At the Effective Time:

     (a) subject to Sections 2.07, 2.10, 2.11, 2.12, 2.14 and 9.08, each Share outstanding immediately prior to the Effective Time shall be converted into the right to receive:

     (i) an amount in cash, without interest, equal to the Cash Amount; and

     (ii) the Parent Stock Amount;

     (b) each share of common stock of Merger Subsidiary I outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Initial Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Initial Surviving Corporation, and all of such shares shall be held by Parent.

     Section 2.03. Conversion of Shares in the Second Merger. At the Second Effective Time, (i) each share of common stock of the Initial Surviving Corporation outstanding immediately prior to the Second Effective Time shall be converted into and become one unit of the Surviving Entity and shall constitute the only outstanding equity interests of the Surviving Entity and all of such units shall be held by Parent and (ii) each unit of Merger Subsidiary II outstanding immediately prior to the Second Effective Time shall be cancelled.

     Section 2.04. Surrender and Payment. (a) Parent will act as exchange agent (the “Exchange Agent”) for the purpose of exchanging certificates representing Shares (the “Certificates”) for the Merger Consideration (less the aggregate amount of Escrow Holdback and the Tax Escrow Fund, which Parent shall deliver to the Escrow Agent pursuant to Section 2.12) . Prior to the Closing Date, the Exchange Agent shall deliver or cause to be delivered to each Seller a letter of transmittal, in a form reasonably acceptable to the parties, and instructions for use in effecting the surrender of the Certificates in exchange for such Seller’s portion of the Merger Consideration. On the Closing Date, Sellers’ Agent will surrender the Certificates to the Exchange Agent for cancellation together with a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in such exchange.

     (b) Upon surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, the Exchange Agent shall deliver on the Closing Date to each holder of Shares that have been converted into the right to receive a portion of the Merger Consideration pursuant to Section 2.02(a),

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the portion of the Merger Consideration payable for each Share represented by such Certificate as follows, subject to any adjustment pursuant to Sections 2.07, 2.10, 2.11, 2.12, 2.14 and 9.08:

     (A) the aggregate Cash Amount payable pursuant to Section 2.02(a)(i) for the Shares represented by such Certificate (less the holder’s Pro Rata Share of the Cash Escrow Holdback Amount, which the Exchange Agent shall deliver to the Escrow Agent pursuant to Section 2.12); and

     (B) a certificate representing the number of whole shares of Parent Common Stock that the holder of such Certificate has the right to receive pursuant to Section 2.02(a)(ii) (less the holder’s (i) Pro Rata Share of the Parent Stock Escrow Holdback Amount and (ii) Tax Escrow Share of the Tax Escrow Fund, which the Exchange Agent shall deliver to the Escrow Agent, pursuant to Section 2.12);

Until so surrendered, each Certificate shall represent after the Effective Time for all purposes only the right to receive the portion of the Merger Consideration into which the Shares represented by such Certificate have been converted.

     (c) If any portion of the Merger Consideration is to be delivered pursuant to this Section 2.04 to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition to such delivery that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer, and that the Person requesting such delivery shall pay to the Exchange Agent any transfer or other taxes required as a result of such delivery to a Person other than the registered holder of such Certificate, or establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not payable.

     (d) After the Effective Time, there shall be no further registration of transfers of Shares. If, after the Effective Time, a Certificate is presented to the Surviving Entity, it shall be canceled and exchanged for the portion of the Merger Consideration into which the Shares represented by such Certificate have been converted in accordance with the procedures set forth in this Article 2.

     (e) Parent shall not be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Immediately prior to such time when amounts remaining unclaimed by holders of Shares would otherwise escheat to or become property of any Governmental Authority, such unclaimed amounts shall become, to the extent permitted by Applicable Law in effect at such time, the property of Parent free and clear of any claims or interest of any Persons previously entitled thereto.

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     (f) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.05 to pay for Shares for which dissenter’s rights have been perfected shall be returned to Parent, upon demand.

     Section 2.05. Dissenting Shares. Notwithstanding Section 2.02, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the First Merger or consented thereto in writing and who has demanded dissenters’ rights for such Shares in accordance with California Law shall not be converted into a right to receive any Merger Consideration, but the holder thereof shall be entitled only to such rights as are provided by California Law, unless such holder fails to perfect, withdraws or otherwise loses his or her right to dissent. If, after the Effective Time, such holder fails to perfect, withdraws or loses his or her right to dissent, such Shares shall be treated as if they had been converted as of the Effective Time into a right to receive the applicable portion of Merger Consideration. The Company shall give Parent prompt notice of any demands received by the Company for dissenters’ rights with respect to any Shares, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. Except with the prior written consent of Parent, which shall not be unreasonably withheld, the Company shall not make any payment with respect to, or settle or offer to settle, any such demands.

     Section 2.06. Closing Balance Sheet.

     (a) As promptly as practicable, but no later than 90 days after the Closing Date, Parent will cause to be prepared, in a manner consistent with the Company’s accounting policies and practices as applied in the preparation of the Company’s financial statements for fiscal year 2005, and delivered to the Sellers’ Agent an unaudited balance sheet of the Company as of the time immediately prior to the Closing (the “Closing Balance Sheet”), and a certificate based on such Closing Balance Sheet setting forth Parent’s calculation of Closing Working Capital (the “Parent Working Capital Certificate”). “Closing Working Capital” means the excess of consolidated current assets (excluding the Cash Account, which the Company (or Parent) shall distribute to Sellers either prior to or within two Business Days after the Closing Date) over consolidated current liabilities (excluding the Assumed Debt and the Company Audit Expenses) of the Company as shown on the Closing Balance Sheet. Any bank overdrafts which represent checks made out to suppliers but not yet presented to the bank, will be included as current liabilities in the calculation of Closing Working Capital. All other bank overdrafts that have not been paid by the Company will be considered part of Assumed Debt. For purposes of clarification, all bank overdrafts that have not been paid by the Company will be recognized in either Closing Working Capital or Assumed Debt.

     (b) If the Sellers’ Agent disagrees with Parent’s calculation of Closing Working Capital set forth in the Parent Working Capital Certificate delivered pursuant to Section 2.06(a), the Sellers’ Agent may, within 30 days after delivery

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of the Closing Balance Sheet and the Parent Working Capital Certificate, deliver a notice to Parent disagreeing with such calculation and setting forth the Sellers’ Agent’s calculation of Closing Working Capital (the “Seller Dispute Notice”). The Seller Dispute Notice shall specify those items or amounts as to which the Sellers’ Agent disagrees and the basis for such disagreement, and the Sellers’ Agent shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the Parent Working Capital Certificate delivered pursuant to Section 2.06(a) .

     (c) If a Seller Dispute Notice shall be delivered pursuant to Section 2.06(b), Parent and Sellers’ Agent shall, during the 30 days following such delivery, use all reasonable efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Closing Working Capital, which amount shall not be less than the amount set forth in the Parent Working Capital Certificate delivered pursuant to Section 2.06(a) or more than the amount set forth in the Seller Dispute Notice delivered pursuant to Section 2.06(b) . If, during such period, Parent and Sellers’ Agent are unable to reach such agreement, they shall promptly thereafter (and not later than 15 days thereafter) retain a firm or independent accountants of nationally recognized standing reasonably satisfactory to Parent and the Sellers’ Agent (who shall not have any material relationship with Parent or Sellers) (the “Designated Accounting Firm”), promptly to review and resolve the disputed items and amounts of Closing Working Capital. In connection with the resolution of any such dispute by the Designated Accounting Firm: (i) the Designated Accounting Firm shall determine Closing Working Capital in a manner consistent with the Company’s accounting policies and practices as applied in the preparation of the Company’s financial statements for fiscal year 2005, within 30 days of the referral of the dispute to the Designated Accounting Firm; (ii) the Designated Accounting Firm shall consider only those items or amounts in the Closing Balance Sheet or the Parent Closing Working Capital Certificate as to which the Sellers’ Agent has disagreed; (iii) each of Parent and the Sellers’ Agent shall have a reasonable opportunity to confer or meet with the Designated Accounting Firm to provide its views as to any disputed issues with respect to the calculation of Closing Working Capital; provided, that no meetings, discussions or communications shall occur with the Designated Accounting Firm except in the presence of both Parent and Sellers’ Agent; (iv) copies of all documents and information provided to, and correspondence with, the Designated Accounting Firm by either Parent or Sellers’ Agent shall be provided simultaneously to the other party; (v) upon making its final determination of Closing Working Capital, the Designated Accounting Firm shall deliver a copy of its calculations (the “Expert Calculations”) to Parent and the Sellers’ Agent; and (vi) the determination of Closing Working Capital made by the Designated Accounting Firm shall be final and binding on Parent, Sellers and the Sellers’ Agent for all purposes, absent manifest error. The costs of the Designated Accounting Firm shall be borne by Parent if the difference between Final Working Capital and Parent’s calculation of Closing Working Capital delivered pursuant to Section 2.06(a) is greater than the difference between Final Working Capital and Sellers’

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Agent’s calculation of Closing Working Capital delivered pursuant to Section 2.06(b), and by Sellers in accordance with their Pro Rata Share if the first such difference is less than the second such difference and otherwise equally by Parent and Sellers in accordance with their Pro Rata Share.

     (d) Parent and the Company agree that they will, and agree to direct their respective independent accountants to, cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Closing Working Capital and in the conduct of the reviews referred to in this Section 2.06, including without limitation, the making available to the extent necessary of books, records, work papers and personnel.

     Section 2.07. Adjustment of Merger Consideration. (a) For purposes of this Section 2.07, the following terms have the following meanings:

     (i) “Assumed Debt Downward Adjustment Amount” means the amount, if any, by which Assumed Debt exceeds $13,000,000;

     (ii) “Assumed Debt Upward Adjustment Amount” means the amount, if any, by which $13,000,000 exceeds Assumed Debt;

     (iii) “Working Capital Downward Adjustment Amount” means the amount, if any, by which Minimum Working Capital exceeds Final Working Capital; and

     (iv) “Working Capital Upward Adjustment Amount” means the amount, if any, by which Final Working Capital exceeds Minimum Working Capital.

(b)

     (i) If (A) the sum of the Assumed Debt Upward Adjustment Amount (if any) and the Working Capital Upward Adjustment Amount (if any) (such sum, the “Upward Adjustment Amount”) exceeds (B) the sum of the Assumed Debt Downward Adjustment Amount (if any) and the Working Capital Downward Adjustment Amount (if any) (such sum, the “Downward Adjustment Amount”), then, subject to Section 2.07(c), Parent shall increase the Merger Consideration in the amount by which the Upward Adjustment Amount exceeds the Downward Adjustment Amount; and

     (ii) if the Downward Adjustment Amount exceeds the Upward Adjustment, then, subject to Section 2.07(c), Parent shall decrease the Merger Consideration in the amount by which the Downward Adjustment Amount exceeds the Upward Adjustment Amount.

     (c) If the amount of increase to the Merger Consideration resulting from application of Section 2.07(b)(i) (or decrease resulting from application of Section

16

2.07(b)(ii)) is (i) equal to or less than $1,000,000, then Parent shall increase (or decrease, as applicable) the Parent Stock Consideration by such amount; or (ii) greater than $1,000,000, then Parent shall increase (or decrease, as applicable) the Parent Stock Consideration by $1,000,000 and the Cash Consideration by the amount in excess of $1,000,000; provided that the total number of shares of Parent Stock Consideration to be issued pursuant to this Agreement shall not be more than 19.9% of the total number of shares of Parent Common Stock outstanding immediately prior to the Effective Time.

     “Minimum Working Capital” means $10,713,000. “Final Working Capital” means Closing Working Capital as shown in Parent’s calculation delivered pursuant to Section 2.06(a), if no Seller Dispute Notice is duly delivered pursuant to Section 2.06(b); or if a Seller Dispute Notice is duly delivered, as finally determined pursuant to Section 2.06(c); provided that, in no event shall Final Working Capital be less than Parent’s calculation of Closing Working Capital set forth in the Parent Working Capital Certificate delivered pursuant to Section 2.06(a) or more than the Sellers’ Agent’s calculation of Closing Working Capital set forth in the Seller Dispute Notice delivered pursuant to Section 2.06(b).

     (d) Any adjustment made pursuant to Section 2.07(c) shall occur after the determination of Final Working Capital and shall be made, whether by Parent or Sellers, at a mutually convenient time and place within ten days after such determination; provided that, in each case:

     (i) any adjustment to Parent Stock Consideration made pursuant to Section 2.07(c) shall be made based upon the Closing Price;

     (ii) in the event of (A) any decrease to Parent Stock Consideration made pursuant to Section 2.07(c), Parent shall withdraw from the Escrow Account in accordance with the provisions of the Escrow Agreement the number of shares of Parent Common Stock equal to the amount of such adjustment, and (B) any increase to Parent Stock Consideration made pursuant to Section 2.07(c), Parent shall deliver to each Seller, in accordance with each Seller’s Pro Rata Share, a stock certificate in such Seller’s name representing the number of shares of Parent Common Stock issuable subject to such adjustment;

     (iii) in the event of any (A) decrease to Cash Consideration made pursuant to Section 2.07(c), Parent shall withdraw from the Escrow Account in accordance with the provisions of the Escrow Agreement the amount of such adjustment, and (B) increase to Cash Consideration made pursuant to Section 2.07(c), Parent shall deliver to each Seller as promptly as practicable, but in no event later than two Business Days, a check in such Seller’s name (or wire transfer in accordance with such Seller’s instructions) for such Seller’s Pro Rata Share of such adjustment; and

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     (iv) the amount of any adjustment made pursuant to Sections 2.07(b) and 2.07(c) shall bear simple interest from (and including) the Effective Time to (but excluding) the date of payment at a rate per annum equal to the Prime rate as published in the Wall Street Journal, Eastern Edition in effect from time to time during the period from the Effective Time to the date of payment. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated daily on the basis of a year of 365 days and the actual number of days elapsed.

     Section 2.08. Sellers’ Agent.

     (a) By virtue of the adoption of this Agreement and the approval of the First Merger by Sellers, each Seller hereby agrees to irrevocably appoint Leonid Mezhvinsky as his or her agent for purposes of (i) the surrender of Certificates pursuant to Section 2.04 and the receipt of certificates and documents at the Closing, (ii) the determination of Final Working Capital pursuant to Section 2.06, (iii) the determination and receipt of certificates and documents related to any adjustment to the Merger Consideration pursuant to Section 2.07, (iv) the resolution of any disputes for which Parent may seek indemnification pursuant to Article 9 or Article 12, (v) the enforcement of any rights Sellers may have against Parent or the Surviving Entity and the resolution of any disputes, in each case, under this Agreement or the Ancillary Documents, and (vi) taking all actions necessary or appropriate in the reasonable judgment of the Sellers’ Agent for the accomplishment of the foregoing. Leonid Mezhvinsky hereby accepts his appointment as the Sellers’ Agent. Parent shall be entitled to deal exclusively with the Sellers’ Agent on all matters relating to clauses (i) through (vi) of this Section and Parent and the Escrow Agent (as defined herein) shall be entitled to rely conclusively on any document executed or purported to be executed on behalf of any Seller by the Sellers’ Agent, and on any other action taken or purported to be taken on behalf of any Seller by the Sellers’ Agent, as fully binding upon such Seller, and Sellers hereby agree that any decision, act, consent or instruction of the Sellers’ Agent with respect to the matters relating to clauses (i) through (vi) of this Section shall constitute a decision of all Sellers and shall be final, binding and conclusive upon each and every Seller. If the Sellers’ Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Sellers, then the Sellers shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the “Sellers’ Agent” for purposes of this Agreement. If for any reason there is no Sellers’ Agent at any time, all references herein to the Sellers’ Agent shall be deemed to refer to Sellers. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall receive no compensation for his services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of Sellers.

     (b) The Sellers’ Agent shall not be liable to any Sellers for any act done or omitted hereunder as the Sellers’ Agent while acting in good faith and in the

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exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Sellers’ Agent shall have only the duties expressly stated in this Agreement and shall have no other duties, express or implied. The Sellers’ Agent may engage attorneys, accountants and other professionals and experts as he determines necessary. The Sellers’ Agent may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action reasonably taken by the Sellers’ Agent based on such reliance shall be deemed conclusively to have been taken in good faith and in the exercise of reasonable judgment. Sellers shall indemnify the Sellers’ Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers’ Agent and arising out of or in connection with the acceptance or administration of his duties hereunder; provided, that no liability of any Seller pursuant to this sentence shall exceed such Seller’s Pro Rata Share of such liability. The Sellers’ Agent shall be reimbursed for reasonable expenses incurred in the performance of his duties (including, without limitation, the reasonable fees of attorneys, accountants and other professionals and experts), and all such expenses shall be paid by the Sellers to the extent of their Pro Rata Share of such expenses.

     Section 2.09. Company Audit Expenses. Within 10 Business Days after receipt of an invoice for the Company Audit Expenses (as described below), but in no event earlier than the Closing, Parent shall pay by wire transfer of immediately available funds, the Company Audit Expenses, in accordance with each Seller’s Pro Rata Share; provided that by the Closing Date, the audited accounts for all periods (A) meet all SEC requirements for filing as described in Regulation 210.3.05 of Regulation S-X under the 1933 Act and shall comply with all other applicable requirements of the 1933 Act and the 1934 Act and (B) are completed and delivered, along with the reasonable assurance of Moss Adams LLP to provide, upon reasonable request, the consent to use the audited accounts in any required Parent SEC filings. The Sellers’ Agent shall provide an invoice for the Company Audit Expenses no later than 30 days after the date of this Agreement. “Company Audit Expenses” shall mean 50% of the Company’s outside auditor’s fees for the fiscal year 2002 audit of the Company, together with 50% of any auditor’s fees associated with preparing the existing 2003 and 2004 audited accounts for presentation in Parent’s SEC filings. In no case shall Company Audit Expenses exceed $300,000.

     Section 2.10. Fractional Shares. No fractional shares of Parent Common Stock shall be issued in the First Merger. All fractional shares of Parent Common Stock that a holder of shares of Company Common Stock would otherwise be entitled to receive as a result of the First Merger shall be aggregated, and if a fractional share results from such aggregation, such holder shall be entitled to receive, in lieu thereof, an amount in cash, without interest, determined by multiplying the Closing Price by the fraction of a share of Parent Common Stock to which such holder would otherwise have been entitled.

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     Section 2.11. Withholding Rights. Each of the Surviving Entity, Parent, the Exchange Agent and the Escrow Agent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax law. If any amounts are so withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding were made.

     Section 2.12. Escrow.

     (a) Prior to or simultaneously with the Effective Time, the Sellers’ Agent and Parent shall enter into an escrow agreement with Wells Fargo Bank National Association (the “Escrow Agent”) substantially in the form of Exhibit G hereto (the “Escrow Agreement”). At the Effective Time, Parent shall withhold from the Merger Consideration and deposit with the Escrow Agent the Cash Escrow Holdback Amount and a certificate representing the Parent Stock Escrow Holdback Amount (together the “Escrow Fund”), to be held in an account (the “Escrow Account”) governed by the terms and conditions of the Escrow Agreement and managed by the Escrow Agent. The Escrow Account shall be available for withdrawal by Parent of the amount required by any adjustment to the Merger Consideration set forth in Section 2.07, any claim for Damages of an Indemnified Party pursuant to Section 12.02, and any claim for Losses of a Parent Indemnitee pursuant to Section 9.06. Parent shall cause to be distributed to each Seller such Seller’s Pro Rata Share of (i) the Parent Stock Escrow Holdback Amount and (ii) the Cash Escrow Holdback Amount less the Final Cash Escrow Holdback Amount as promptly as practicable, but in no event more than two Business Days, after the determination of Final Working Capital and the making of any adjustment to the Merger Consideration pursuant to Section 2.07. The Escrow Account shall terminate and Parent shall cause to be distributed to each Seller such Seller’s Pro Rata Share of the Final Cash Escrow Holdback Amount remaining, if any, in the Escrow Account promptly after April 16, 2007.

     (b) At the Effective Time, Parent shall withhold from the Merger Consideration each Seller’s Tax Escrow Share of the Tax Escrow Fund and deposit it with the Escrow Agent to be held in an account (the “Tax Escrow Account”) governed by the terms and conditions of the Escrow Agreement and managed by the Escrow Agent. The Tax Escrow Account shall only be available for withdrawal by Parent of the amount required by any claim for Losses of a Parent Indemnitee pursuant to Section 9.06(h) . The Tax Escrow Account shall terminate and Parent shall cause to be distributed to each Seller such Seller’s Tax Escrow Share of the Tax Escrow Fund remaining, if any, in the Tax Escrow Account as promptly as practicable, but in no event more than ten Business Days, after the earliest of (i) the receipt of a private letter ruling from the Internal Revenue Service pursuant to Section 1362(f) of the Code, reasonably acceptable to Parent, waiving termination of S corporation status with respect to the failure of the Chen Minors Trust to be treated as a qualified subchapter S trust, as defined in

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Section 1361(d)(3) of the Code, that has made a valid election pursuant to Section 1361(d)(2) of the Code (a “QSST”), and providing inadvertent termination relief retroactively for all years for which such terminating event was effective, (ii) a Final Determination with respect to all Taxes described in Section 9.06(h), and (iii) the expiration of the full period of the applicable statute of limitations with respect to all Taxes described in Section 9.06(h) (giving effect to any waiver, mitigation, or extension thereof).

     Section 2.13. Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Entity, the posting by such Person of a bond, in such reasonable amount as the Surviving Entity may direct, as indemnity against any claim that may be made against the Surviving Entity with respect to such Certificate, the Exchange Agent will pay, in exchange for such lost, stolen or destroyed Certificate to such Person, the Merger Consideration to be paid in respect of the Shares represented by such Certificate, as contemplated by this Article 2.

     Section 2.14. Parent Stock Consideration Adjustment. If, prior to any adjustment made pursuant to Section 2.07 of this Agreement, Sellers determine, in their sole discretion, that it is advisable in order to ensure the status of the Mergers as a reorganization within the meaning of Section 368 of the Code (a “368 Reorganization”), the Sellers may elect to increase the Parent Stock Consideration and correspondingly decrease the Cash Consideration to a maximum amount of $2.5 million based on the Closing Price (which amount shall also reflect any adjustment made pursuant to Section 2.07 of this Agreement) (the “Sellers’ Requested Adjustment”); provided that no Sellers’ Requested Adjustment may occur unless the Closing Price is less than $6.00 and provided further, that the total number of shares of Parent Stock Consideration to be issued pursuant to this Agreement shall not be more than 19.9% of the total number of shares of Parent Common Stock outstanding immediately prior to the Effective Time. For purposes of clarification, if Parent Stock Consideration has increased $1.0 million pursuant to Section 2.07 of this Agreement, Sellers may elect to increase Parent Stock Consideration a further $1.5 million and correspondingly decrease the Cash Consideration $1.5 million under the Seller’s Requested Adjustment; if Parent Stock Consideration has decreased $1.0 million pursuant to Section 2.07 of this Agreement, Sellers may increase Parent Stock Consideration by $3.5 million and correspondingly decrease the Cash Consideration by $3.5 under the Sellers’ Requested Adjustment.

ARTICLE 3
INITIAL SURVIVING CORPORATION; THE SURVIVING ENTITY

     Section 3.01. Articles of Incorporation and Bylaws of the Initial Surviving Corporation. At the Effective Time, (i) the articles of incorporation of the Initial Surviving Corporation as in effect immediately prior to the Effective Time shall

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be amended and restated in their entirety to be identical to the articles of incorporation of Merger Subsidiary I as in effect immediately prior to the Effective Time, until thereafter amended as provided under California Law and such articles of incorporation; provided that Article I of the articles of incorporation of the Initial Surviving Corporation shall be amended to read as follows: “The name of the corporation is Sieger Engineering, Inc.”, and (ii) the bylaws of Merger Subsidiary I as in effect immediately prior to the Effective Time shall be the bylaws of the Initial Surviving Corporation (other than any express references to the name of Merger Subsidiary I in such bylaws, which shall be amended to refer to the Initial Surviving Corporation) until thereafter amended in accordance with California Law and as provided in the articles of incorporation of the Initial Surviving Corporation and such bylaws.

     Section 3.02. Directors and Officers. The directors and officers of Merger Subsidiary I immediately prior to the Effective Time shall be the directors and officers of the Initial Surviving Corporation, each to hold such office in accordance with the provisions of California Law and the articles of incorporation and bylaws of the Initial Surviving Corporation provided that at the Effective Time, Leonid Mezhvinsky shall also become a director of the Initial Surviving Corporation.

     Section 3.03. Certificate of Formation and Limited Liability Company Agreement. The certificate of formation and limited liability company agreement of Merger Subsidiary II in effect immediately prior to the Second Effective Time shall be the certificate of formation and limited liability company agreement of the Surviving Entity unless and until amended in accordance with their terms and applicable law; provided that at the Second Effective Time, the certificate of formation and limited liability company agreement shall provide that the name of the Surviving Entity is “UCT Sieger Engineering LLC.”

     Section 3.04. Managers and Officers. The managers and officers of Merger Subsidiary II immediately prior to the Second Effective Time shall be the managers and officers of the Surviving Entity, each to hold office in accordance with the provisions of the LLC Act and the certificate of formation and limited liability company agreement of the Surviving Entity; provided that at the Second Effective Time, Leonid Mezhvinsky shall also become a manager of the Surviving Entity.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     With such exceptions as are disclosed in the Schedule attached to this Agreement (the “Company Disclosure Schedule”) (with specific reference to the Section of this Agreement to which information included in the Company Disclosure Schedule relates, it being agreed that any information disclosed with respect to one Section shall be deemed disclosed with respect to other Sections to

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the extent that such information is disclosed in such a way as to make the relevance of such information to such other Sections reasonably apparent), the Company and, with respect to Sections 4.01(b), 4.02(b) and 4.04, Leonid Mezhvinsky solely on behalf of the Mezhvinsky Living Trust and the Joshua Trust, and Joe Chen, solely on behalf of the Chen Living Trust and the Chen Minor Trust, represent and warrant to Parent as of the date hereof and as of the Closing Date that:

     Section 4.01. Existence and Power.

     (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of California and has all corporate powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect on the Company. The Company has heretofore delivered to Parent or its representatives true and complete copies of the articles of incorporation and bylaws of the Company as currently in effect. The Company is not in violation of any of the provisions of its articles of incorporation or bylaws.

     (b) Each Trust is a statutory trust duly created and validly existing and is being administered under the laws of the state of California and each Trust Seller has all power to enter into this Agreement and, as applicable, all Ancillary Documents.

     Section 4.02. Authorization.

     (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action on the part of the Company. The affirmative vote of the holders of a majority of the Shares is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the First Merger. This Agreement, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms.

     (b) The execution, delivery and performance by each Seller of this Agreement and the consummation by each Seller of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Seller and are within the power of such Seller if such Seller is a Trust Seller. This Agreement, assuming the due authorization, execution and delivery by the other

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parties hereto, constitutes a valid and binding agreement of each Seller, enforceable against such Seller in accordance with its terms.

     Section 4.03. Governmental Authorization. The execution, delivery and performance by Sellers and the Company of this Agreement and the consummation by Sellers and the Company of the transactions contemplated hereby require no consent, approval or other authorization be obtained from, or filing to be made with, any Governmental Authority, other than (i) the filing of, with respect to the Mergers, as applicable, an agreement of merger with the Secretary of State of the State of California and a certificate of merger with the Delaware Secretary of State and (ii) any actions or filings the absence of which would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or materially impair the ability of Sellers or the Company to consummate the transactions contemplated by this Agreement.

     Section 4.04. Noncontravention. The execution, delivery and performance by Sellers and the Company of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) contravene, conflict with, violate or result in any violation or any breach of any provision of the articles of incorporation or bylaws of the Company or any provision of the constitutive documents of a Trust, (ii) assuming compliance with the matters referenced in Section 4.03, contravene, conflict with, violate or result in any violation or any breach of any material provision of Applicable Law, (iii) require any consent or other action by any Person under, constitute a material default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any material benefit to which the Company is entitled under any provision of any material agreement or other material instrument binding upon Sellers or the Company or any material license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Company or (iv) result in the creation or imposition of any Lien on any material asset of the Company.

     Section 4.05. Capitalization.

     (a) The authorized capital stock of the Company consists of 100,000,000 shares of Company Common Stock. As of the date hereof, there are outstanding 39,999,960 Shares, all of which are owned by Sellers, and employee stock options to purchase an aggregate of 3,581,440 shares of Company Common Stock. All Shares have been duly authorized and validly issued and are fully paid and nonassessable. Schedule 4.05 of the Company Disclosure Schedule contains a complete and correct list of each outstanding employee stock option to purchase shares of Company Common Stock, including the holder, date of grant, exercise price, vesting schedule and number of shares of Company Common Stock subject thereto.

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     (b) As of the date hereof, and except as set forth in this Section 4.05, there are no outstanding (i) shares of capital stock or voting securities of the Company other than the Shares, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options, warrants or other rights to acquire from the Company, or other obligation of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Company Securities”). There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any Company Securities.

     (c) At the Effective Time, all outstanding options to purchase the Company’s equity securities granted pursuant to any option or compensation plan or agreement (“Company Stock Options”) will terminate, expire and be of no further force or effect pursuant to the terms of the applicable plan or agreement and the holders of such options will have no rights with respect thereto and be entitled to no consideration in connection with such termination.

     (d) None of the Shares or Company Securities were issued in violation of the 1933 Act, California Law, or other state securities laws or regulations or any preemptive rights.

     Section 4.06. Ownership of Shares. Each Seller is the record and beneficial owner of those Shares set forth opposite such Seller’s name on Schedule 4.06 of the Company Disclosure Schedule, free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of the Shares) except for such restrictions imposed by applicable U.S. federal and state securities laws.

     Section 4.07. No Subsidiaries. The Company does not have any Subsidiaries or any equity interest in any other entity.

     Section 4.08. Financial Statements. The audited balance sheets as of December 31, 2004 and 2005 and the related audited statements of income and cash flows for each of the years ended December 31, 2004 and 2005 and the Company Balance Sheet and the related unaudited interim statements of income and cash flows for the three months ended March 31, 2006 of the Company (collectively, the “Company Financial Statements”) fairly present in all material respects, in conformity with GAAP (other than the absence of footnotes in the case of unaudited financial statements) applied on a consistent basis (except as may be indicated in the notes thereto), the financial position of the Company as of the dates thereof and its consolidated results of operations and cash flows for the periods then ended (subject to normal year-end adjustments in the case of any unaudited interim financial statements). The Company has delivered to Parent or its representatives true and complete copies of the Company Financial Statements.

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     Section 4.09. Absence of Certain Changes. Since December 31, 2005, the business of the Company has been conducted in the ordinary course consistent with past practices and there has not been:

     (a) any event, occurrence, development or state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company.

     (b) any declaration, setting aside or payment of a dividend or other distribution with respect to any shares of capital stock of the Company, or any repurchase, redemption or other acquisition by the Company of any outstanding shares of capital stock or other securities of the Company (other than the distribution of the Cash Account, which amounts shall be distributed to Sellers either prior to or within two Business Days after the Closing Date);

     (c) any amendment of any material term of any outstanding security of the Company;

     (d) any incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money in excess of $50,000;

     (e) any creation or other incurrence by the Company of any Lien (other than a Permitted Lien) on any asset other than in the ordinary course of business consistent with past practices;

     (f) any making of any loan (other than reimbursement of expenses of employees in the ordinary course of business), advance or capital contributions to or investment in any Person (including any Affiliate) in an amount greater than $5,000 to any such Person or greater than $25,000 in the aggregate to all Persons;

     (g) any material damage, destruction or other casualty loss (whether or not covered by insurance) affecting the business or assets of the Company;

     (h) any transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) involving payments or obligations in excess of $50,000, other than transactions, commitments, contracts or agreements made in the ordinary course of business consistent with past practices and those contemplated by this Agreement;

     (i) any relinquishment by the Company of any material right under a contract;

     (j) any change in any method of accounting or accounting practice by the Company, except as required by concurrent changes in GAAP;

     (k) any (i) employment, deferred compensation, severance, retirement or other similar agreement entered into with any director, officer or employee of

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the Company (or any material amendment to any such existing agreement), (ii) grant of any severance or termination pay to any director, officer or employee of the Company or (iii) material change in compensation or other benefits payable to any director, officer or employee of the Company pursuant to any severance or retirement plans or policies thereof;

     (l) any material labor dispute or any activity or proceeding by a labor union or representative thereof to organize any employees of the Company, which employees were not subject to a collective bargaining agreement on December 31, 2005, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of the Company;

     (m) any capital expenditure, or commitment for a capital expenditure, for additions or improvements to property, plant and equipment in an amount, singly greater than $200,000 or in the aggregate, greater than $1,000,000;

     (n) any transaction or commitment made by the Company with any Affiliate, other than the payment of employee compensation or expense reimbursements in the ordinary course of business consistent with past practices; or

     (o) any agreement or commitment to do any of the foregoing.

     Section 4.10. No Undisclosed Liabilities. There are no known material liabilities or obligations of the Company of any kind whatsoever (whether accrued, contingent, absolute, determined, determinable or otherwise) and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such liability, other than:

     (a) liabilities or obligations provided for in the Company Balance Sheet;

     (b) liabilities or obligations incurred since December 31, 2005 which were incurred in the ordinary course of business; and

     (c) liabilities listed on Schedule A hereto for fees and expenses of advisors, attorneys and accountants incurred in connection with this Agreement and the transactions contemplated hereby.

     Section 4.11. Affiliated Balances. Schedule 4.11 of the Company Disclosure Schedule contains a complete list of all balances as of December 31, 2005 between each of the Sellers and each of their respective Affiliates, on the one hand, and the Company, on the other hand. Since the Company Balance Sheet Date, there has not been any accrual of liability by the Company to Sellers or any of their Affiliates or other transaction between the Company and Sellers and any of their Affiliates, except with respect to the period prior to the Company Balance Sheet Date, in the ordinary course of business of the Company, and thereafter, as provided in Schedule 4.11 of the Company Disclosure Schedule.

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     Section 4.12. Material Contracts.

     (a) Except for the contracts disclosed in Schedule 4.12 of the Company Disclosure Schedule (the “Material Contracts”), the Company is not currently a party to or bound by:

     (i) any lease of personal property having an annual payment obligation in excess of $50,000 or of any real property;

     (ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets that provides for either (A) annual payments by the Company of $50,000 or more or (B) aggregate payments by the Company of $50,000 or more;

     (iii) any sales, distribution or other similar agreement providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets (including, without limitation, any agreement or written arrangement with any customer of the Company) that provides for either (A) annual payments to the Company of $50,000 or more or (B) aggregate payments to the Company of $50,000 or more;

     (iv) any partnership, joint venture or other similar agreement or arrangement;

     (v) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise);

     (vi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving amounts of $50,000 or more;

     (vii) any option to acquire equity or assets or any license agreement (other than nonexclusive, inbound “shrinkwrapped” licenses and other similar licenses for personal computer software that are commercially available on non-discriminatory pricing terms at an individual acquisition cost of $1,000 or less);

     (viii) any agency, dealer, distributorship, reseller or other similar agreement involving amounts of $50,000 or more;

     (ix) any agreement that limits the freedom of the Company to compete in any line of business or with any Person or in any area or which would so limit the freedom of the Company after the Closing Date;

     (x) any agreement with any of the (i) Sellers or any of their Affiliates, (ii) any Person 5% or more of whose outstanding voting

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securities are directly or indirectly owned, controlled or held with power to vote by Sellers or any of their Affiliates or (iii) any “associates” or members of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the 1934 Act) of any of Sellers’ Affiliates, other than employee compensation or expense reimbursements in the ordinary course of business consistent with past practices;

     (xi) any agreement with any director or officer of the Company or with any “associate” or any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the 1934 Act) of any such director or officer, other than employee compensation or expense reimbursements in the ordinary course of business consistent with past practices;

     (xii) any agreement providing for indemnification by the Company, or in favor of the Company, other than indemnification provisions arising in the ordinary course of business and consistent with past practices, including without limitation in purchase orders, customer agreements or indemnities of lessors (other than any Affiliate) under any leases;

     (xiii) any material agreement containing a “most favored nation” or similar provision or providing for minimum purchase or sale obligations;

     (xiv) any agreement, arrangement, commitment or understanding relating to payments upon the change of control of the Company; or

     (xv) any other agreement, commitment, arrangement or plan not made in the ordinary course of business that is material to the Company and is not otherwise set forth in subsections (i) through (xiv) above.

     (b) Each agreement, contract, plan, lease, arrangement, commitment or understanding disclosed or required to be disclosed in this Schedule to this Agreement pursuant to this Section 4.12 is a valid and binding agreement of the Company and to the Knowledge of the Company is in full force and effect, and none of the Company or, to the knowledge of the Company, any other party thereto is in default or breach in any material respect under the terms of any such agreement, contract, plan, lease, arrangement or commitment, and, to the knowledge of the Company, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute any event of default thereunder. True and complete copies of each such agreement, contract, plan, lease, arrangement or commitment have been delivered to Parent or its representatives.

     (c) The Company has fulfilled in all material respects all obligations required pursuant to each Material Contract to have been performed by the Company prior to the date hereof.

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     (d) The Company has complied with all material terms contained in any Material Contract that provide for pricing or other contract terms on a “most favored nation” or similar basis, and no refunds of any past payments are or are expected to become due.

     (e) The Company has obtained each consent required by a Material Contract (except a Material Contract containing no minimum purchase requirements that is terminable at any time by the counterparty) (such consents, the “Material Consents”).

     Section 4.13. Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of the Company, threatened against the Company, any present or former officer, director, shareholder or employee (in their capacity as such) of the Company, or any other Person for whom the Company may be liable or any of their respective properties which, individually or in the aggregate, if determined or resolved adversely in accordance with the plaintiff’s demands, would reasonably be expected to have a material impact on the business of the Company or which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the First Merger or any of the other transactions contemplated hereby.

     Section 4.14. Compliance with Laws and Court Orders. The Company is not in violation of, and has not violated in any material respect any Applicable Law, and to the knowledge of the Company, is not under investigation with respect to and since January 1, 2005, has not been threatened in writing to be charged with or has received written notice of any violation of, any material Applicable Law.

     Section 4.15. Properties; Sufficiency of Assets in Company.

     (a) The Company has good and valid, indefeasible, fee simple title to, or in the case of leased property and assets have valid leasehold interests in, all material property and assets (whether real, personal, tangible or intangible) reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date, except for properties and assets sold since the Company Balance Sheet Date in the ordinary course of business consistent with past practices. None of such property or assets is subject to any Lien, except (i) Liens disclosed on the Company Balance Sheet and (ii) Permitted Liens;

     (b) The Company does not own any real property. True and complete copies of each lease of real property and personal property, together with all extensions, supplements, amendments, other modifications and nondisturbance agreements relating thereto, have been provided to Parent or its representatives prior to the date hereof;

     (c) To the knowledge of the Company, the tangible property and assets owned, licensed or leased by the Company constitute all of the material, tangible

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property and assets (including, without limitation, real property and personal property) used or held for use in connection with, and are adequate to conduct, the businesses of the Company as currently conducted;

     (d) To the knowledge of the Company, there are no condemnation proceedings affecting any such property or assets pending or threatened, which would reasonably be expected to materially detract from the value, materially interfere with any present use or materially adversely affect the marketability of any such property or assets;

     (e) To the knowledge of the Company, the plants, buildings, structures and equipment owned or leased by the Company are in operating condition and are adequate and suitable for their present uses;

     (f) To the knowledge of the Company, the plants, buildings and structures owned or leased by the Company currently have access to (i) public roads or valid easements over private streets or private property for such ingress to and egress from all such plants, buildings and structures and (ii) water supply, storm and sanitary sewer facilities, telephone, gas and electrical connections, fire protection, drainage and other public utilities, in each case as is necessary for the conduct of the businesses of the Company as currently conducted. To the knowledge of the Company, (x) none of the structures on any such owned or leased real property encroaches upon real property of another Person, and (y) no structure of any other Person substantially encroaches upon any of such owned or leased real property; and

     (g) To the knowledge of the Company, each such real property has a valid and subsisting certificate of occupancy. The Company has not received any notice that its continued use, occupancy and operation as currently used, occupied and operated, is in violation of applicable building, zoning, subdivision, land use and other similar laws, regulations and ordinances.

     Section 4.16. Products. Each of the products produced or sold by the Company since January 1, 2005 has been produced in compliance in all material respects with every Applicable Law.

     Section 4.17. Intellectual Property.

     (a) Schedule 4.17(a) of the Company Disclosure Schedule contains a true and complete list of all Registered IP. The Company has taken all actions necessary to maintain and protect the Registered IP, including payment of applicable maintenance fees, filing of applicable statements of use, timely response to office actions, and disclosure of any required information. The Company has complied with all applicable notice and marking requirements for the Registered IP. None of the Registered IP has been adjudged invalid or unenforceable in whole or part and all Registered IP is valid and enforceable.

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     (b) Schedule 4.17(b) of the Company Disclosure Schedule contains a true and complete list of all agreements (whether written or otherwise, including license agreements, research agreements, development agreements, distribution agreements, settlement agreements, consent to use agreements and covenants not to sue, but excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms and, if licensed on a per seat basis, have an individual acquisition cost of $500 per seat or less) to which the Company is a party or otherwise bound, granting or restricting any right to use, exploit or practice any Intellectual Property or granting any indemnity or representation related to Intellectual Property on behalf of the Company.

     (c) To the knowledge of the Company, the Company possesses the rights (“Necessary IP Rights”) to practice all Intellectual Property necessary for the conduct of its business as currently conducted. The consummation of the transactions contemplated by this Agreement and by the Ancillary Documents will not alter, restrict, encumber, impair or extinguish any Necessary IP Rights.

     (d) None of Sellers or the Company has given to any Person an indemnity in connection with any Intellectual Property, other than indemnification provisions arising in the ordinary course of business, including without limitation in purchase orders or customer agreements.

     (e) Except as set forth on Part I of Schedule 4.17(e) of the Company Disclosure Schedule, there are no legal disputes or claims, threatened (to Company’s knowledge) or pending, (i) alleging infringement, misappropriation or any other violation of the Intellectual Property of any Person by the Company, or (ii) challenging the scope, ownership, validity, inventorship or enforceability of the Company IP or of the Company’s rights under the Necessary IP Rights. To Company’s knowledge, the Company has not infringed, misappropriated or otherwise violated any Intellectual Property of any third person. Except as set forth in Part II of Schedule 4.17(e) of the Company Disclosure Schedule, the Company has not received from any third party an unsolicited, written offer to license any patent right of such third party.

     (f) Except as set forth on Schedule 4.17(f) of the Company Disclosure Schedule, (i) the Company holds all right, title and interest in and to all Company IP, free and clear of any Lien and (ii) there are no restrictions on the disclosure, use or transfer of the Necessary IP Rights or the Company IP. All assignments (and licenses where required) of Registered Company IP have been duly recorded and ownership perfected, where necessary, with the appropriate governmental authorities.

     (g) The Company has taken all reasonable customary steps to protect its rights in confidential information and trade secrets and to protect any confidential information provided to them by any other person. The Company has obtained ownership of all works of authorship and inventions made by its employees, consultants and contractors and which relate to the Company’s business.

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     Section 4.18. Insurance Coverage. Schedule 4.18 of the Company Disclosure Schedule sets forth a complete list of, and the Company has provided to Parent or its representatives true and complete copies of, all insurance policies and fidelity bonds currently in effect and relating to the assets, business, operations, employees, officers or directors of the Company (the “Company Insurance Policies”). There is no material claim by the Company pending under any of the Company Insurance Policies as to which coverage has been denied or disputed by the underwriters of such Company Insurance Policies or in respect of which such underwriters have reserved their rights. All premiums payable under the Company Insurance Policies have been paid. The Company Insurance Policies are in full force and effect. The Company Insurance Policies (or other policies and bonds providing substantially similar insurance coverage) have been in effect since October 1, 2002. To the knowledge of the Company, there is no threatened termination of, material premium increase with respect to, or material alteration of coverage under, any of the Company Insurance Policies. Except as disclosed in Schedule 4.18 of the Company Disclosure Schedule, the Company shall after the Closing continue to have coverage under the Company Insurance Policies with respect to events occurring prior to the Closing.

     Section 4.19. Licenses and Permits. The Company has obtained each material license, franchise, permit, certificate, approval or other similar authorization of a Governmental Authority that is required for the operation of the business of the Company as currently conducted and to permit the Company to own or use its assets in the manner in which such assets are currently owned or used (the “Permits”). Except as set forth on Schedule 4.19 of the Company Disclosure Schedule, (a) the Permits are valid and in full force and effect, (b) the Permits are in the name of, or have legally and validly by assigned to, the Company; (c) the Company is not in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, the Permits (except to the extent that such default would not cause any loss or impairment of any Permit); and (d) none of the Permits will be terminated or impaired or become terminable, in whole or in part, as a result of the transactions contemplated hereby.

     Section 4.20. Inventories. The inventories set forth in the Company Balance Sheet were properly stated therein at the lesser of cost or fair market value determined in accordance with GAAP consistently maintained and applied by the Company. Since the Company Balance Sheet Date, the inventories of the Company have been maintained in the ordinary course of business. All such inventories are owned free and clear of all Liens (except Permitted Liens). All of the inventories recorded on the Company Balance Sheet consist of, and all inventories of the Company on the Closing Date will consist of, items of a quality usable or saleable in the ordinary course of business based on commercial circumstances existing on the date hereof.

     Section 4.21. Receivables. All accounts, notes receivable and other receivables (other than receivables collected since the Company Balance Sheet

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Date) reflected on the Company Balance Sheet are, and all accounts and notes receivable arising from or otherwise relating to the business of the Company as of the Closing Date will be, (i) a result of bona fide transactions conducted in the ordinary course of business, (ii) reflected properly on the Company’s books and records and (iii) to the Company’s knowledge, fully collectible in the aggregate amount thereof, subject to normal and customary trade discounts, less any reserves for doubtful accounts recorded on the Company Balance Sheet (and any proportionate increase made to such reserves in the ordinary course of business consistent with past practices to reflect increases in the amount of receivables of the Company since the Company Balance Sheet Date). All accounts, notes receivable and other receivables arising out of or relating to such business of the Company as of the Company Balance Sheet Date have been included in the Company Balance Sheet, and all accounts, notes receivable and other receivables arising out of or relating to the business of the Company as of the Closing Date will be included in the Closing Balance Sheet, in accordance with GAAP applied on a consistent basis.

     Section 4.22. Finders’ Fees. There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of Sellers or the Company who is entitled to any fee or commission from Sellers or the Company in connection with the transactions contemplated by this Agreement.

     Section 4.23. Labor Matters. The Company is in compliance in all material respects with all currently applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and are not engaged in any unfair labor practice. There is no unfair labor practice complaint pending or, to the knowledge of the Company, threatened against the Company before the National Labor Relations Board or similar entity. (i) The Company is not a party, or otherwise subject, to any collective bargaining agreement or other labor union contract applicable to the employees of the Company, (ii) to the knowledge of the Company, there are no activities or proceedings by a labor union or representative thereof to organize any employees of the Company or to challenge the representative status of any union that currently represents such employees, and (iii) there are no pending labor disputes, lockouts, strikes, slowdowns, work stoppages, or, to the knowledge of the Company, threats thereof with respect to the Company.

     Section 4.24. Employee Benefit Plans.

     (a) Schedule 4.24 of the Company Disclosure Schedule contains a correct and complete list identifying each “employee benefit plan,” as defined in Section 3(3) of ERISA, each employment, severance or similar contract, plan, arrangement or policy and each other plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical

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benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Company or any of its Affiliates and covers any employee or former employee of the Company, or with respect to which the Company has any liability (collectively, the “Employee Plans”). Copies of such plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto and written interpretations thereof have been furnished to Parent together with the most recent annual report (Form 5500 including, if applicable, Schedule B thereto).

     (b) None of the Company, any ERISA Affiliate of the Company and any predecessor thereof contributes to, or has in the six years past contributed to, any multiemployer plan, as defined in Section 3(37) of ERISA, or a plan subject to Title IV of ERISA.

     (c) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service, and the Company is not aware of any reason why any such determination or opinion letter should be revoked or not be reissued. The Company has made available to Parent or its representatives copies of the most recent Internal Revenue Service determination or opinion letters with respect to each such Employee Plan.

     (d) Each Employee Plan has been maintained in material compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable to such Employee Plan. No material events have occurred with respect to any Employee Plan that could result in payment or assessment by or against the Company of any material excise taxes under Sections 4972, 4975, 4976, 4977, 4979, 4980B, 4980D or 5000 of the Code.

     (e) The Company has no current or projected liability in respect of post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company, except as required to avoid excise tax under Section 4980B of the Code.

     (f) No employee or former employee of the Company will become entitled to any bonus, retirement, severance, job security or similar benefit, or the enhancement of any such benefit (including acceleration of vesting or exercise of an incentive award), as a result of the transactions contemplated hereby (whether alone or in connection with other events).

     (g) There is no action, suit, investigation, audit or proceeding pending against or involving or, to the knowledge of the Company, threatened against or

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involving any Employee Plan before any court or arbitrator or any state, federal or local governmental body, agency or official.

     (h) The Company has complied in all material respects with the Worker Adjustment and Retraining Notification Act (the “WARN Act”) and any similar state or local laws regulating layoffs or employment terminations, and no employees of the Company have suffered an “employment loss” (as defined in the WARN Act) since 90 days prior to the date hereof and the Closing Date.

     (i) The Company has properly classified all individuals who provide services to or for it as an employee or independent contractor (including temporary employees), as applicable, for all purposes (including for purposes of withholding of taxes and participation in the Employee Plans).

     Section 4.25. Environmental Matters.

     (a) Except as disclosed on Schedule 4.25 of the Company Disclosure Schedule:

     (i) no written notice, notification, demand, request for information, citation, summons or order has been received which has not heretofore been cured or for which there is any remaining Company liability, no complaint has been filed, no penalty has been assessed and no investigation, action, claim, suit, proceeding or review is pending, or to the Company’s knowledge, threatened by any Person (a) with respect to the Company and (b) relating to or arising out of any Environmental Requirement;

     (ii) no Hazardous Substance has been discharged, disposed of, dumped, injected, pumped, deposited, spilled, leaked, emitted or released at, on, from or under any property now or previously owned, leased or operated by the Company, in each case, which could reasonably be expected to result in a material liability to the Company;

     (iii) to the Company’s knowledge, no property currently owned, leased or operated by the Company or, to the Company’s knowledge, previously owned, leased or operated by the Company or any predecessor of the Company, is listed or, to the Company’s knowledge, proposed for listing, on the National Priorities List promulgated pursuant to CERCLA, or CERCLIS (as defined in CERCLA) or on the Texas State Superfund Registry, the California Site Mitigation and Brownfields Reuse Program Database (also known as CalSites) or the Hazardous Waste and Substance Site List (also known as the Cortese List); and

     (iv) the Company is in compliance in all material respects with all Environmental Requirements, including with respect to the storage of oil on property leased or operated by the Company, and there are no instances of past non-compliance with Environmental Requirements or

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Environmental Permits at current or former facilities of the Company or its predecessors for which there is any remaining material liability (whether fixed, accrued, contingent or otherwise) to the Company; the Company is in compliance with all Environmental Permits and such Environmental Permits are valid and in full force and effect.

     (b) The Company has made available for inspection to Parent or its representatives all environmental audits and environmental site assessments of any facility now or previously owned, leased or operated by the Company or any predecessor of the Company in the possession of the Company.

     Section 4.26. Certain Interests.

     (a) Except as set forth on Schedule 4.26(a) of the Company Disclosure Schedule, no Seller nor any officer or director of the Company and no spouse of any such Person

     (i) is an officer, director or shareholder of any significant supplier or customer of the Company, or of any company which holds, directly or indirectly, 50% or more of the outstanding shares of any such supplier or customer, provided that the ownership of securities representing not more than 2% of the outstanding voting power of any supplier or customer, and which are listed on any national securities exchange or traded actively in the national over-the-counter market, shall not be deemed to be a “shareholder” as long as the person owning such securities has no other material connection or relationship with such supplier or customer;

     (ii) owns, directly or indirectly, in whole or in part, or has any other interest in any material tangible or intangible property which the Company uses in the conduct of its business (except for any such ownership or interest resulting from the ownership of securities in a public company); or

     (iii) has any outstanding indebtedness to the Company.

     (b) Except for the payment of employee compensation in the ordinary course of business, the Company has no material liability or any other material obligation of any nature whatsoever to any shareholder of the Company or any affiliate thereof, or to any officer or director of the Company, or, to the knowledge of the Company, to any immediate relative or spouse (or immediate relative of such spouse) of any such officer or director.

     (c) There have been no material transactions between the Company and any Affiliate since the Company Balance Sheet Date, other than the payment of salaries to officers or employees, all made in the ordinary course of business consistent with past practices. There are no material agreements, arrangements, commitments or understandings now in effect between the Company and any

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Affiliate. Schedule 4.26(c) of the Company Disclosure Schedule states, as of the date of this Agreement, (i) the amounts due from the Company to any Affiliate and the amounts due from any Affiliate to the Company, other than amounts representing the payment of salaries to officers or employees made in the ordinary course of business consistent with past practices, (ii) the transactions out of which such amounts arose and (iii) any interest of any Affiliate in any supplier or customer of, or any other entity that has had material business dealings with the Company since the Company Balance Sheet Date. After the Closing, there will be no obligations or other liabilities, including inter company obligations, between the Company, on the one hand, and any Seller or any of their respective Affiliates, on the other hand, other than for the payment of salaries to officers or employees made in the ordinary course of business consistent with past practice and agreements contemplated by this Agreement.

     Section 4.27. Customers; Suppliers.

     (a) Schedule 4.27 of the Company Disclosure Schedule sets forth the names of the five most significant customers (by dollar amount of sales) of the Company for the year ended December 31, 2005, and the period from January 1, 2006 through May 31, 2006 (each, a “Significant Customer” and collectively, the “Significant Customers”), and the approximate dollar amount of sales for each such customer during such periods. Neither Sellers nor the Company have received express written or oral notice from any Significant Customer that it intends to cease, and to the knowledge of the Company, no Significant Customer has ceased, will cease, or is reasonably likely to cease to purchase the products of the Company or has substantially reduced, intends to substantially reduce, or is reasonably likely to substantially reduce the purchase by it of the aggregate amount of products from the Company (determined by reference to the market share of the aggregate amount of products purchased from the Company by such Significant Customer), whether as a result of the transactions contemplated hereby or otherwise.

     (b) Other than as disclosed on Schedule 4.27 of the Company Disclosure Schedule, within the past one year, the Company has not received any written communication from any Significant Customer regarding any material complaints regarding or related to the Company’s products, performance or services (including with respect to their quality or conformity with specifications).

     Section 4.28. Debt. Schedule 4.28 of the Company Disclosure Schedule contains a complete and accurate list of the outstanding principal, any accrued interest, and any other amounts outstanding under any loan agreement, line of credit, note, indebtedness for borrowed money, advances, guarantees or any other debt of the Company (including, but not limited to, the Loan Agreement between Sieger Engineering, Inc. and Union Bank of California, N.A., dated as of April 12, 2004 (the “Loan Agreement”)) as of the date hereof.

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     Section 4.29. Books and Records. The books of account and other financial records of the Company have been maintained in accordance with sound business practices, including the maintenance of a system of internal controls adequate to maintain the integrity of the Company’s books and records. The minute books of the Company contain complete, correct and accurate records of all corporate action taken by the shareholders, the Board of Directors and any committees of the Board of Directors of the Company. At the Closing, all of those books and records will be in the possession of the Company. The Company has previously disclosed all of these books, records and accounts to Parent.

     Section 4.30. Independent Public Accountants. Moss Adams LLP, who have delivered their report with respect to the audited balance sheets as of December 31, 2004 and 2005 and the audited statements of income and cash flows for each of the years in the three year period ended December 31, 2005 of the Company, and who have performed a limited review and provided a report prepared in accordance with the SAS 100 for the period ended March 31, 2006, were at the time of such reports, and are currently independent public accountants with respect to the Company within the meaning of the 1933 Act.

     Section 4.31. FIRPTA. Parent has received a certification signed by the Company to the effect that no interest in the Company constitutes a United States real property interest, as defined in Section 897 of the Code.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF CERTAIN SELLERS

     Each of the Sellers, severally and not jointly, represents and warrants to Parent, solely on behalf of itself, that:

     Section 5.01. Experienced and Sophisticated Investor. Each Seller has knowledge and experience in financial and business matters so that it is capable of evaluating the merits and understanding the risks of its investment in Parent and has the capacity to protect its own interests.

     Section 5.02. Investment Intent; Blue Sky. Each Seller is acquiring the shares of Parent Common Stock for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. Each Seller understands that the issuance of the shares of Parent Common Stock has not been, and will not be, registered under the 1933 Act by reason of a specific exemption from the registration provisions of the 1933 Act, the availability of which depends upon, among other things, the bona fide nature of each such Seller’s investment intent and the accuracy of each Seller’s representations as expressed herein.

     Section 5.03. Rule 144. Each Seller acknowledges that the shares of Parent Common Stock must be held indefinitely unless subsequently registered

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under the 1933 Act or unless an exemption from such registration is available. Each Seller is aware of the provisions of Rule 144 promulgated under the 1933 Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about Parent, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being effected through a “broker’s transaction” or in a transaction directly with a “market maker,” and the number of shares being sold during any three-month period not exceeding specified limitations.

     Section 5.04. Restrictions on Transfer; Restrictive Legends. Each Seller understands that the transfer of the shares of Parent Common Stock is restricted by applicable state and federal securities laws, and that the certificates representing the shares of Parent Common Stock will be imprinted with legends restricting transfer except in compliance therewith.

ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF PARENT

     Parent represents and warrants to the Company and Sellers as of the date hereof and as of the Closing Date that:

     Section 6.01. Corporate Existence and Power. Each of Parent and the Merger Subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing and in good standing as a corporation or limited liability company, as the case may be, under the laws of the state of its incorporation or organization, and has all corporate or limited liability company powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted. Since the date of their respective incorporation or formation, the Merger Subsidiaries have not engaged in any activities other than in connection with or as contemplated by this Agreement or in connection with arranging any financing related to the transactions contemplated hereby. The Merger Subsidiaries have not conducted any business activities except for entering into this Agreement and matters related thereto.

     Section 6.02. Corporate Authorization. The execution, delivery and performance by Parent and the Merger Subsidiaries of this Agreement and the consummation by Parent and the Merger Subsidiaries of the transactions contemplated hereby are within the corporate or limited liability company powers of Parent and the Merger Subsidiaries and have been duly authorized by all necessary corporate and limited liability company action on the part of Parent and the Merger Subsidiaries. This Agreement constitutes a valid and binding agreement of Parent and the Merger Subsidiaries.

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     Section 6.03. Governmental Authorization. The execution, delivery and performance by Parent and the Merger Subsidiaries of this Agreement and the consummation of the transactions by Parent and the Merger Subsidiaries contemplated hereby require no action by or in respect of, or filing with, any Governmental Authority other than (i) the filing of agreements of merger with respect to the Mergers with the Secretary of State of the State of California, and a certificate of merger with the Delaware Secretary of State with respect to the Second Merger, (ii) compliance with any applicable requirements of the 1933 Act, the 1934 Act and any other applicable securities or takeover laws, whether state or foreign, and (iii) any actions or filings the absence of which would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or materially to impair the ability of Parent and the Merger Subsidiaries to consummate the transactions contemplated by this Agreement.

     Section 6.04. Noncontravention. The execution, delivery and performance by Parent and the Merger Subsidiaries of this Agreement and the consummation by Parent and the Merger Subsidiaries of the transactions contemplated hereby do not and will not (i) violate the certificates of incorporation or bylaws or limited liability company agreement of Parent or the Merger Subsidiaries, (ii) assuming compliance with the matters referred to in Section 6.03, violate any applicable material law, rule, regulation, judgment, injunction, order or decree, or (iii) require any consent or other action by any Person under, constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent is entitled under any provision of any agreement or other instrument binding upon Parent or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent.

     Section 6.05. SEC Filings; Financial Statements.

     (a) Parent has filed all forms, reports and documents required to be filed by Parent with the SEC since January 1, 2004, and has made available (including via EDGAR) to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents are referred to herein as the “Parent SEC Reports.” As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the 1933 Act or the 1934 Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing before the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

     (b) Each of the financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the “Parent Financials”),

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including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied (and, with respect to the Parent SEC reports filed after the date of this Agreement and prior to the Closing, will comply) as to form in all material respects with the published rules and regulations of the SEC with respect thereto at the time of filing, (ii) was prepared (and, with respect to the Parent SEC reports filed after the date of this Agreement and prior to the Closing, will be prepared) in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the rules and regulations of the SEC) and (iii) fairly presented (and, with respect to the Parent SEC reports filed after the date of this Agreement and prior to the Closing, will fairly present) the financial position of Parent at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are or will be subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount.

     Section 6.06. Litigation. As of the date of this Agreement, there is no action, suit, investigation or proceeding pending against, or to the knowledge of Parent, threatened against, Parent or any of its officers, directors or employees (in their capacities as such) or any of Parent’s properties which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Parent.

     Section 6.07. Finders’ Fees. Except for Piper Jaffray & Co., there is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of Parent who might be entitled to any fee or commission from Parent or any of its Affiliates upon consummation of the transactions contemplated by this Agreement.

     Section 6.08. Common Stock. The shares of Parent Common Stock to be issued as part of the Merger Consideration have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable and the issuance thereof is not subject to any preemptive or other similar right.

     Section 6.09. No Material Adverse Effect. Since December 31, 2005, there has not occurred any event, occurrence, development or state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Parent.

ARTICLE 7
COVENANTS OF PARENT

Section 7.01. Indemnification of Company Directors and Officers. Following the Closing, Parent shall indemnify and hold harmless each Company

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director and officer against any claim (other than for fraud or failure of the duty of loyalty and otherwise only to the extent permissible within the Delaware General Corporation Law) brought by a party that is not and does not purport to be a shareholder of the Company, and the certificate of incorporation and bylaws of the Surviving Corporation will contain provisions, with respect to exculpation from and indemnification against any claim brought by a party that is not and does not purport to be a shareholder of the Company, that are at least as favorable to the Company’s directors and officers as those contained in Parent’s certificate of incorporation and bylaws as in effect on the date hereof, which provisions will not be amended, repealed or otherwise modified for a period of two years from the Effective Time in any manner that would adversely affect the rights thereunder of any Company director or officer or of individuals who, immediately prior to the Effective Time, were employees or agents of the Company, unless such modification is required by law.

ARTICLE 8
COVENANTS OF PARENT, THE MERGER SUBSIDIARIES
AND THE COMPANY

Parent, the Merger Subsidiaries and the Company agree that:

     Section 8.01. Reasonable Efforts; Further Assurances. Subject to the terms and conditions of this Agreement, Parent and the Company will, and the Company shall cause Sellers to, use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under Applicable Law to consummate the transactions contemplated by this Agreement. Parent and the Company agree, and shall cause the Surviving Entity, to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be reasonably necessary in order to consummate or implement expeditiously the transactions contemplated by this Agreement.

     Section 8.02. Certain Filings. Parent, the Merger Subsidiaries and the Company shall, and the Company shall cause Sellers to, reasonably cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any contracts, in connection with the consummation of the transactions contemplated by this Agreement and (ii) in taking such actions or making any such filings, furnishing information reasonably required in connection therewith and seeking timely to obtain any actions, consents, approvals or waivers reasonably necessary in connection herewith. Without limiting the generality of the foregoing, the Company shall (i) use commercially reasonable efforts to identify Permits reasonably necessary to operate the Surviving Entity from and after the Closing and (ii) use commercially reasonable efforts to obtain consents reasonably necessary to the transfer of such Permits which are transferable at or

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prior to the Closing. Prior to and after the Closing, the Company shall, and shall cause Sellers to, reasonably cooperate with the Surviving Entity with respect to the transfer of all Permits.

     (b) Public Announcements. The parties agree not to issue any press release or make any public statement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other party, such consent not to be unreasonably withheld, except that Parent may issue press releases and make public filings to the extent required by Applicable Law, regulation or any listing agreement with Nasdaq or any national securities exchange, and further agree not to issue any such press release or make any such public statement prior to receiving such written consent, except to the extent required by Applicable Law, regulation or any listing agreement with Nasdaq or any national securities exchange. Parent and the Company will consult with each other before issuing, and provide each other, to the extent practicable, reasonable opportunity to review and comment upon any press release or public statement with respect to this Agreement and the transactions contemplated hereby.

     Section 8.03. Further Assurances. At and after the Second Effective Time, the officers and managers of the Surviving Entity will be authorized to execute and deliver, in the name and on behalf of the Surviving Entity or any Merger Subsidiary, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of the Surviving Entity or any Merger Subsidiary, any other actions and things to vest, perfect or confirm of record or otherwise in the Surviving Entity any and all right, title and interest in, to and under any of the rights, properties or assets of the Company acquired or to be acquired by the Surviving Entity as a result of, or in connection with, the Mergers.

     Section 8.04. Confidentiality. The Parties hereto acknowledge that the Company and Parent have previously executed a Confidentiality Agreement dated May 9, 2005 (the “Confidentiality Agreement”), which Confidentiality Agreement will continue in full force and effect in accordance with its terms and each of Parent and the Company will hold, and will cause its respective directors, officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers and financial advisors) to hold any Confidential Information (as defined in the Confidentiality Agreement and including this Agreement and the transactions contemplated hereby) confidential in accordance with the terms of the Confidentiality Agreement provided that (i) to the extent they are inconsistent with each other, the terms of this Agreement shall supersede the terms of the Confidentiality Agreement and (ii) at the Closing the obligations of Parent pursuant to the Confidentiality Agreement shall cease and be of no further force and effect.

     Section 8.05. Consent Of Moss Adams. Following the Closing, Sellers will use commercially reasonable efforts to direct Moss Adams LLP to provide their consent to the use of their reports and the reference to them as “experts” in any filing with the SEC that includes the audited financial statements of the

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Company. In the event that Moss Adams LLP does not provide such consent at any time requested by Parent during the period beginning 10 days after the Closing and ending 120 days after the Closing, Parent agrees to pay up to 50% of the total expenses (the “Consent Expenses”) associated with Parent engaging an independent accountant of nationally recognized standing, which Parent shall select in its reasonable discretion, to audit such financial statements and provide such audit opinion and consent to the use of such report and the reference to such accountants as “experts” in any filing with the SEC; provided, that Parent’s portion of the Consent Expenses shall not exceed $500,000. Each of (i) Leonid Mezhvinsky (whose Pro Rata Share for purposes of this Section 9.05 only shall be deemed to include the Pro Rata Share of each of the Mezhvinsky Living Trust, Victor Mezhvinsky and the Joshua Trust; (ii) Joe Chen (whose Pro Rata Share for purposes of this Section 9.05 only shall be deemed to include the Pro Rata Share of the Chen Living Trust and the Chen Minors Trust); and (iii) Frank Moreman, severally, and not jointly, in proportion to their Pro Rata Share, agrees to pay, within 10 Business Days after receipt of an invoice from Parent, the remaining portion of the Consent Expenses.

ARTICLE 9
TAX MATTERS

     Section 9.01. Tax Definitions. The following terms, as used herein, have the following meanings:

     “Parent Indemnitee” means Parent, any of its Affiliates and, effective upon the Closing, the Surviving Entity.

     “Post-Closing Tax Period” means any Tax period beginning after the Closing Date; and, with respect to a Tax period that begins on or before the Closing Date and ends thereafter, the portion of such Tax period beginning after the Closing Date.

     “Pre-Closing Tax Period” means any Tax period ending on or before the Closing Date; and, with respect to a Tax period that begins on or before the Closing Date and ends thereafter, the portion of such Tax period ending on the Closing Date.

     “S Corporation Share” means with respect to the Mezhvinsky Persons, 30%, with respect to the Chen Persons, 66.5% and with respect to Frank Moreman, 3.5% .

     “Tax” means (i) any tax, governmental fee or other like assessment or charge of any kind whatsoever (including, but not limited to, withholding on amounts paid to or by any Person), together with any interest, penalty, addition to tax or additional amount imposed by any governmental authority (a “Taxing Authority”) responsible for the imposition of any such tax (domestic or foreign),

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and any liability for any of the foregoing as transferee, (ii) in the case of the Company, liability for the payment of any amount of the type described in clause (i) as a result of being or having been before the Effective Time a member of an affiliated, consolidated, combined or unitary group, or a party to any agreement or arrangement, as a result of which liability of the Company to a Taxing Authority is determined or taken into account with reference to the activities of any other Person and (iii) liability of the Company for the payment of any amount as a result of being party to any Tax Sharing Agreement or with respect to the payment of any amount imposed on any Person of the type described in (i) or (ii) as a result of any existing express or implied agreement or arrangement (including, but not limited to, an indemnification agreement or arrangement) arising out of or attributable to actions taken during the Pre-Closing Tax Period.

     “Tax Sharing Agreements” means all existing agreements or arrangements (whether or not written) binding the Company that provide for the allocation, apportionment, sharing or assignment of any Tax liability or benefit, or the transfer or assignment of income, revenues, receipts, or gains for the purpose of determining any Person’s Tax liability.

     Section 9.02. Tax Representations. The Company represents and warrants to Parent as of the date hereof and as of the Closing Date that:

     (a) Filing and Payment. Except as set forth on Schedule 9.02(a) of the Company Disclosure Schedule, (i) all federal, state and other material Tax returns, statements, reports, elections, declarations, disclosures, schedules and forms (including estimated tax or information returns and reports) filed or required to be filed with any Taxing Authority (“Returns”) with respect to any Pre-Closing Tax Period by or on behalf of the Company, have, to the extent required to be filed on or before the date hereof, been filed when due in accordance with all applicable laws (taking into account any extensions); (ii) as of the time of filing, such Returns were true and complete in all material respects; and (iii) all Taxes shown as due and payable on the Returns that have been filed have been timely paid, or withheld and remitted, to the appropriate Taxing Authority.

     (b) Financial Records. Except as set forth on Schedule 9.02(b) of the Company Disclosure Schedule, (i) the charges, accruals and reserves for Taxes with respect to the Company reflected on the books of the Company (excluding any provision for deferred income taxes reflecting either differences between the treatment of items for accounting and income tax purposes or carryforwards) are adequate to cover Tax liabilities accruing through the end of the last period for which the Company ordinarily records items on its respective books; and (ii) since the end of the last period for which the Company ordinarily records items on its books, the Company has not incurred or accrued any liability for Taxes other than in the ordinary course of business.

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     (c) Procedure and Compliance. Except as set forth on Schedule 9.02(c) of the Company Disclosure Schedule, (i) all federal, state and other material Returns filed with respect to Tax years of the Company through the Tax year ended December 31, 2004 have been examined and closed or are Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired; (ii) the Company has not granted any extension or waiver of the statute of limitations period applicable to any Return, which period (after giving effect to such extension or waiver) has not yet expired; (iii) there is no claim, audit, action, suit, proceeding, or investigation now pending or, to the knowledge of the Company, threatened against or with respect to the Company in respect of any Tax or Return; and (iv) no adjustment that would increase the Tax liability of the Company has been made, proposed or threatened in writing by a Taxing Authority during any audit of a Pre-Closing Tax Period which could reasonably be expected to be made, proposed or threatened in an audit of any subsequent Pre-Closing Tax Period or Post-Closing Tax Period.

     (d) Taxing Jurisdictions. No claim has been made by any Taxing Authority of a jurisdiction in which the Company does not file Returns that the Company is required to file Returns in such jurisdiction.

     (e) Tax Sharing, Consolidation and Similar Arrangements. Except as set forth on Schedule 9.02(e) of the Company Disclosure Schedule, (i) the Company has not been a member of an affiliated, consolidated, combined or unitary group, or made any election or participated in any arrangement whereby any Tax liability of the Company was determined or taken into account for Tax purposes with reference to or in conjunction with any Tax liability of any other Person; (ii) the Company is not a party to any Tax Sharing Agreement or to any other agreement or arrangement referred to in clause (ii) or (iii) of the definition of “Tax;” (iii) to the Company’s knowledge no amount of the type described in clause (ii) or (iii) of the definition of “Tax” is currently payable by the Company, regardless of whether such Tax is imposed on the Company; and (iv) the Company has not entered into any agreement or arrangement with any Taxing Authority with regard to the Tax liability of the Company affecting any Tax period for which the applicable statute of limitations, after giving effect to extensions or waivers, has not expired.

     (f) Certain Agreements and Arrangements. Except as set forth on Schedule 9.02(f) of the Company Disclosure Schedule, (i) the Company is not a party to any understanding or arrangement described in Section 6111(d) or Section 6662(d)(2)(C)(iii) of the Code, and has not “participated” in a “reportable transaction” within the meaning of Treasury Regulations Section 1.6011 -4; and (ii) during the five-year period ending on the date hereof, the Company was not a distributing corporation or a controlled corporation in a transaction intended to be governed by Section 355 of the Code.

     (g) Post-Closing Attributes. Except as set forth on Schedule 9.02(g) of the Company Disclosure Schedule, (i) the Company will not be required to

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include any adjustment in taxable income for any Post-Closing Tax Period under Section 481(c) of the Code (or any similar provision of the Tax laws of any jurisdiction) as a result of a change in method of accounting for a Pre-Closing Tax Period; and (ii) the Company will not be required to include for a Post-Closing Tax Period taxable income attributable to income economically realized in a Pre-Closing Tax Period, including any distributions in a Pre-Closing Tax Period from an entity that is fiscally transparent for Tax purposes and any income that would be includible in a Post-Closing Tax Period as a result of the installment method or the look-back method (as defined in Section 460(b) of the Code).

     (h) S Corporation Status. The Company (and any predecessor of the Company) has been a validly electing S corporation, within the meaning of Sections 1361 and 1362 of the Code, at all times on or after October 1, 1995, and the Company will be an S corporation up to and including the day before the Closing Date. Except as set forth on Schedule 9.02(h) of the Company Disclosure Schedule, the Company (and any predecessor of the Company) has qualified as an S corporation at all times on or after October 1, 1995, and will qualify as an S corporation up to and including the day before the Closing Date, in all state and local jurisdictions in which the Company files Returns. The Company was taxed as a C Corporation from its inception on December 9, 1982 until the effective date of its S Corporation election on October 1, 1995. The Company has not, in the past 10 years, (i) acquired assets from another corporation in a transaction in which the Company’s Tax basis of the acquired assets was determined, in whole or in part, by reference to the Tax basis of the acquired assets (or any other property) in the hands of the transferor or (ii) acquired the stock of any corporation that is a qualified subchapter S subsidiary. The Company has no potential liability for any Tax under Section 1374 of the Code. Prior to the day of the Closing Date, the Company has properly and timely filed a statement pursuant to Revenue Procedure 2004-35 for automatic relief for late shareholder consents for S corporation elections in community property states.

     (i) Texas Sales. The letter attached as Exhibit K accurately and completely describes all of the sales that have been made prior to the Closing by the Company to Applied Materials, Inc. in any Texas location.

     Section 9.03. Covenants.

     (a) Except as expressly provided elsewhere in this Article 9, without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none of Sellers or the Company shall, to the extent it relates to the Company, make or change any material Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting, file any amended Return, enter into any closing agreement, settle any material Tax claim or assessment, surrender any right to claim a material Tax refund, offset or other reduction in Tax liability, or consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment.

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     (b) Sellers’ Agent shall prepare or cause to be prepared and file or cause to be filed all Returns and all amended Returns for the Company for all periods ending on or prior to the Closing Date that are filed after the Closing Date. Sellers’ Agent shall permit Parent to review and comment on each such Return described in the preceding sentence at least 30 days prior to the due date for such Return, and shall provide Parent with all related workpapers. Such Returns shall be prepared in a manner consistent with the Company’s prior practice. Sellers’ Agent shall not file any Returns described in this Section 9.03(b) without the prior written consent of Parent (which shall not be unreasonably withheld). In the event that there is a dispute regarding the Returns, Section 9.07 shall apply. To the extent permitted by applicable law, Sellers shall include any income, gain, loss, deduction or other Tax items for such periods on their Returns in a manner consistent with the Schedule K-1s furnished by the Company to Sellers for such periods.

     (c) Prior to the Closing, the Company shall not make any payment of, or in respect of, any Tax to any Person or any Taxing Authority, except to the extent such payment is in respect of a Tax that is due or payable or has been properly estimated in accordance with applicable law as applied in a manner consistent with past practice of the Company.

     (d) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with transactions contemplated by this Agreement (including any real property transfer Tax and any similar Tax) shall be paid equally by (i) Parent and (ii) Sellers (in proportion to their Pro Rata Share) when due, and the Company will file all necessary Returns and other documentation with respect to all such Taxes and fees, with the costs of such Returns and other documentation to be borne equally by Parent and Sellers (in proportion to their Pro Rata Share), and if required by applicable law, Parent will, and will cause its Affiliates to, join in the execution of any such Returns and other documentation.

     (e) Sellers’ Agent shall have the right to prepare or cause to be prepared a request for a private letter ruling from the Internal Revenue Service pursuant to Section 1362(f) of the Code, waiving any termination of the Company’s S corporation status. Prior to submitting such ruling request, Sellers’ Agent shall permit Parent to review and comment on such ruling request at Parent’s expense. Parent shall cooperate with the Sellers’ Agent in the preparation and submission of such ruling request and shall take reasonable actions in support of the ruling request, including causing the Company or the Surviving Entity to execute and submit such ruling request. Sellers shall (in proportion to their Tax Escrow Share) reimburse Parent for any reasonable costs or expenses incurred in cooperating with the Sellers’ Agent in the preparation and submission of the ruling request.

     (f) Except to the extent that such refund is reflected as a current Tax asset in the calculation of Final Working Capital, any refund with respect to a Tax

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of the Company related to a Pre-Closing Tax Period shall be for the benefit of the Sellers, and Parent shall promptly remit any such refund to the Sellers’ Agent upon receipt of such refund.

     Section 9.04. Tax Sharing. Any and all existing Tax Sharing Agreements shall be terminated as of the Closing Date. After the Closing Date, the Company shall not have any further rights or liabilities thereunder.

     Section 9.05. Cooperation on Tax Matters.

     (a) Parent and Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the preparation and filing of any Return (including any report required pursuant to Section 6043 of the Code and all Treasury Regulations promulgated thereunder), any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon another party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Parent and Sellers agree (i) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Pre-Closing Tax Period, and to abide by all record retention agreements entered into with any Taxing Authority, and (ii) to give the other party reasonable written notice prior to destroying or discarding any such books and records and, if the other party so requests, Parent or Sellers, as the case may be, shall allow the other party to take possession of such books and records.

     (b) Parent and Sellers further agree, upon request, to use all reasonable efforts to obtain any certificate or other document from any Governmental Authority or customer of the Company or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including but not limited to with respect to the transactions contemplated hereby).

     Section 9.06. Tax Indemnification.

     (a) Each of (i) the Mezhvinsky Persons, jointly and severally up to Leonid Mezhvinsky’s Pro Rata Share (which for purposes of this Section 9.06 only shall be deemed to include the Pro Rata Share of each of the Mezhvinsky Living Trust, Victor Mezhvinsky and the Joshua Trust), (ii) the Chen Persons, jointly and severally up to Joe Chen’s Pro Rata Share (which for purposes of this Section 9.06 only shall be deemed to include the Pro Rata Share of each of the Chen Living Trust and the Chen Minors Trust) and (iii) Frank Moreman, severally, and not jointly, in proportion to their Pro Rata Share, by adopting this Agreement, shall hereby agree to indemnify each Parent Indemnitee against and agree to hold each Parent Indemnitee harmless from any:

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     (u) Tax of the Company described in clause (i) of the definition of Tax related to a Pre-Closing Tax Period, except to the extent such Tax is reflected as a current Tax liability in the calculation of Final Working Capital or arises out of a transaction outside of the ordinary course of business occurring on the Closing Date but after the Closing,

     (v) Tax described in clause (ii) or (iii) of the definition of Tax, except to the extent such Tax is reflected as a current Tax liability in the calculation of Final Working Capital or arises out of a transaction outside of the ordinary course of business occurring on the Closing Date but after the Closing,

     (w) Tax of the Company resulting from a breach of the provisions of Section 9.02 or Section 9.03,

     (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement,

     (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 9.04, and

     (z) liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (x) or (y),

(the sum of (u), (v), (w), (x), (y), and (z) of this Section 9.06(a) and (i) and (ii) of Section 9.06(h) being referred to herein as a “Loss”).

     (b) For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) in the case of any Taxes other than gross receipts, sales or use Taxes and Taxes based upon or related to income, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any Tax based upon or related to income and any gross receipts, sales or use Tax, be deemed equal to the amount which would be payable if the relevant Tax period ended on the Closing Date (excluding therefrom Taxes arising out of any transaction outside of the ordinary course of business occurring on the Closing Date but after the Closing). All determinations necessary to give effect to the

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allocation set forth in the foregoing clause (y) shall be made in a manner consistent with prior practice of the Company.

     (c) Not later than 30 days after receipt by Sellers’ Agent of written notice from Parent stating that any Loss has been incurred by a Parent Indemnitee and the amount thereof and of the indemnity payment requested, Sellers shall discharge their obligation to indemnify the Parent Indemnitee against such Loss by paying to Parent an amount equal to the amount of such Loss. For this purpose, a Loss shall not be considered incurred to the extent it is the subject of an unresolved Tax Contest and is not yet payable by the Parent Indemnitee. Notwithstanding the foregoing, if Parent provides Sellers’ Agent with written notice of at least 30 days prior to the date on which the relevant Loss is required to be paid by any Parent Indemnitee, within that 30 day period Sellers shall discharge their obligation to indemnify the Parent Indemnitee against such Loss by making payments to the relevant Taxing Authority or Parent, as directed by Parent, in an aggregate amount equal to the amount of such Loss. The payment by a Parent Indemnitee of any Loss shall not relieve Sellers of their obligation under this Section 9.06.

     (d) For purposes of computing the amount of any Loss incurred by the Parent Indemnitee, there shall be deducted an amount equal to the amount of any net Tax benefit actually received by the Parent Indemnitee or any of their respective Affiliates directly as a consequence of such Loss.

     (e) Parent shall give written notice to Sellers’ Agent of any Loss or the assertion of any claim, or the commencement of any suit, action or proceeding (a “Tax Contest”) in respect of which indemnity may be sought hereunder (specifying with reasonable particularity the basis therefor) within ten (10) days of receipt thereof and will give Sellers’ Agent such information with respect thereto as Sellers’ Agent may reasonably request. Sellers’ Agent shall have the right, upon notice to Parent, to control the conduct and resolution of any Tax Contest that (i) relates solely to a Pre-Closing Tax Period and (ii) does not involve any corporate-level Tax of the Company; provided that (A) Sellers’ Agent’s counsel is reasonably satisfactory to Parent, (B) Parent shall have the right (but not the duty) to participate in the defense thereof, (C) Sellers’ Agent shall keep Parent reasonably informed of all developments on a timely basis, and (D) Sellers’ Agent shall not, without Parent’s consent, which shall not be unreasonably withheld or delayed, agree to any settlement with respect to any Tax if such settlement could adversely affect the Tax liability of Parent, any of its Affiliates or, upon the Closing, the Company. Parent shall have the right to control the conduct and resolution of any other Tax Contest and shall keep Sellers’ Agent reasonably informed of all developments on a timely basis. Sellers’ Agent may, at Seller’s expense, participate in the defense of such Tax Contest. Parent shall not resolve any such Tax Contest in a manner that could reasonably be expected to have an adverse impact on Seller’s indemnification obligation under this Agreement without Sellers’ Agent’s written consent, which

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shall not be unreasonably withheld or delayed. All of the parties hereto shall cooperate in the defense or prosecution of any claim.

     (f) No investigation by Parent or any of its Affiliates at or prior to the Closing Date shall relieve Sellers of any liability hereunder;

     (g) Any claim of any Parent Indemnitee under this Section may be made and enforced by Parent on behalf of such Parent Indemnitee.

     (h) Each of the Mezhvinsky Persons, jointly and severally up to the amount of their S Corporation Share, the Chen Persons, jointly and severally up to the amount of their S Corporation Share, and Frank Moreman, up to the amount of his S Corporation Share, by adopting this Agreement, shall hereby agree to indemnify each Parent Indemnitee against and agree to hold each Parent Indemnitee harmless from any (i) Tax of the Company resulting from the failure of the Company (and any predecessor of the Company) to be a validly electing S corporation within the meaning of Sections 1361 and 1362 of the Code, or to qualify as an S corporation for all state and local tax purposes, at all times from June 4, 2004 up to and including the day before the Closing Date caused solely by a failure of the Chen Minors Trust to be treated at all times as a QSST, and (ii) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any such Tax. For the purposes of indemnification under this Section 9.02(h), the value of each share of Parent Common Stock delivered in satisfaction of any claim shall be the average of the closing prices of one share of Parent Common Stock on The Nasdaq National Market for the five trading days ending two Business Days immediately prior to the payment of such claim. To the extent that any Loss pursuant to this Section 9.02(h) exceeds the Tax Escrow Fund, the settlement of an indemnification claim with respect to such Loss by any of the indemnifying parties may be made in Parent Common Stock or cash, at the election of such indemnifying party. Notwithstanding anything contained in this Agreement to the contrary, this Section 9.02(h) shall apply to any claims with respect to Taxes described under clause(i) of this Section 9.02(h), regardless of whether such claims could also be made under another Section of this Agreement. Notwithstanding the foregoing, to the extent that any Loss pursuant to this Section 9.02(h) exceeds the Tax Escrow Fund, or in the event that the Tax Escrow Account has terminated, the full amount of the Escrow Account shall be available for the satisfaction of such Loss even if a Person’s Pro Rata Share of such Escrow Account exceeds the amount of such Person’s indemnification obligation pursuant to this Section 9.02(h) .

     Section 9.07. Certain Disputes. Disputes arising under Section 9.03(b) or Section 9.06(b) and not resolved by mutual agreement within 30 days shall be resolved by a nationally recognized accounting firm with no material relationship with Parent, Sellers or their Affiliates (the “Accounting Referee”), chosen and mutually acceptable to both Parent and Sellers within five days of the date on

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which the need to choose the Accounting Referee arises. The Accounting Referee shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Accounting Referee shall be borne equally by Parent and the Sellers in proportion to their Pro Rata Share.

     Section 9.08. Purchase Price Adjustment. Any amount paid by Sellers or Parent under Article 9 or Article 12 will be treated as an adjustment to the Merger Consideration.

     Section 9.09. Tax Certificates. Parent and the Company shall use commercially reasonable efforts to provide tax representation certificates substantially in the form of Exhibits I-1 and I-2 and J-1 and J-2 hereto to Wilson Sonsini Goodrich & Rosati, a Professional Corporation. The certificates attached as Exhibits I-1 and J-1 shall be delivered at the Closing, and the certificates attached as Exhibits I-2 and J -2 shall be delivered as soon as practicable after any adjustment is made pursuant to Section 2.07.

     Section 9.10. Tax-Free Reorganization Treatment. The parties intend, if the Mergers are consummated, that the First and Second Mergers be treated as one integrated transaction, qualifying as a 368 Reorganization and for this Agreement to constitute a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368 -2(g). Prior to the Effective Time, each of Parent and the Company shall use commercially reasonable efforts to cause the First Merger and the Second Merger to be treated as one integrated transaction that qualifies as a 368 Reorganization, and, except as otherwise provided in this Agreement, shall not take any action reasonably likely to cause the Mergers not so to qualify. Except as otherwise provided in this Agreement, Parent shall not take or omit to take, or cause the Surviving Entity to take or omit to take, any action after the Effective Time reasonably likely to cause the Mergers not to qualify as a 368 Reorganization.

     Section 9.11. Survival. Notwithstanding anything in this Agreement to the contrary, the provisions of this Article 9 other than Sections 9.09 and 9.10, shall survive for the full period of the applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof).

ARTICLE 10
EMPLOYEE BENEFITS

     Section 10.01. Company Plans.

     (a) The Company will, and shall cause Sellers to, terminate all of the Company’s stock option plans or agreements effective at the Effective Time and shall take all actions required to give effect to such termination. The Company will cancel each Company Stock Option outstanding at the Effective Time.

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     (b) Effective as the Effective Time, the Company shall terminate any and all 401(k) plans sponsored or maintained by the Company and shall provide Parent evidence of such termination.

     Section 10.02. Parent Benefit Plans.

     (a) Subject to the other provisions of this Section 10.02, Parent agrees that all full-time employees of the Company who continue employment with the Surviving Entity or Parent after the Effective Time (the “Continuing Employees”) shall have the opportunity to participate in employee benefit plans of Parent (the “Plans”) that provide benefits as follows:

     (i) Parent will cause Continuing Employees to have benefits that are substantially similar in the aggregate to the benefits provided by Parent to employees of Parent (and their eligible dependants) serving in comparable positions;

     (ii) Parent will grant options to purchase Parent Common Stock to Continuing Employees in amounts consistent with stock option awards for similarly situated employees of Parent, consistent with Parent’s applicable stock option practices and procedures; and

     (iii) (x) Parent will allow the Continuing Employees and their eligible dependents to participate in the Plans on terms no less favorable than those provided to similarly situated employees of Parent, (y) each such Continuing Employee will receive credit for purposes of eligibility to participate and vesting under such Plan for years of service with the Company prior to the Closing Date, and (z) Parent will use commercially reasonable efforts (but without a requirement to make any payments or incur any costs) to cause to be waived any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any group health plans of Parent in which such employees and their eligible dependents will participate and will provide credit for any co-payments and deductibles prior to the Closing Date for purposes of satisfying any applicable deductible, out-of-pocket or similar requirements under any such plans that may apply after the Closing Date.

     (b) Nothing in this Section 10.02(b) or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent or the Surviving Entity, and the employment of each Continuing Employee shall be “at will” employment, if permitted under Applicable Law.

     Section 10.03. Parent Employee Stock Purchase Plan. Parent agrees that, to the extent permitted under Applicable Law and the terms of the Plan applicable to other employees of Parent, as of the next general enrollment date under the amended and restated employee stock purchase plan sponsored by Parent (the “Parent ESPP”), Continuing Employees may participate in the Parent ESPP to

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the extent such Parent ESPP is in effect; provided, that nothing herein shall prevent Parent from terminating the Parent ESPP at any time.

     Section 10.04. Parent Management and Board Appointee. Parent shall cause Leonid Mezhvinsky to be (i) appointed President of Parent, effective at the Effective Time, and (ii) appointed to the board of directors of Parent as soon as reasonably practicable after the date that Parent has appointed an "Independent Director" (as defined under Nasdaq Marketplace Rule 4200(a)(15)).

ARTICLE 11
CONDITIONS TO CLOSING

     Section 11.01. Conditions to Obligations of Each Party. The obligations of the Company, Parent, Merger Subsidiary I, Merger Subsidiary II and Sellers to consummate the Mergers are subject to the satisfaction or, to the extent permitted, the mutual waiver, of the following conditions:

     (a) No provision of any Applicable Law, no regulation of any Governmental Authority of competent jurisdiction and no judgment, injunction, order or decree of any Governmental Authority of competent jurisdiction shall have been enacted or otherwise be in effect that prohibits the consummation of the Mergers.

     (b) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Mergers shall have been taken, made or obtained.

     Section 11.02. Conditions to Obligation of Parent and the Merger Subsidiaries. The obligation of Parent and the Merger Subsidiaries to consummate the Mergers is subject to the satisfaction or, to the extent permitted, waiver of the following conditions:

     (a) (i) The Company and each Seller shall have performed in all material respects their respective obligations hereunder to the extent required to be performed by it or such Seller, as the case may be, at or prior to the Closing, (ii) the representations and warranties of the Company and Leonid Mezhvinsky contained in this Agreement and in any certificate delivered by the Company, Leonid Mezhvinsky or a Seller at the Closing (A) that are qualified by materiality or Material Adverse Effect shall be true and correct at and as of the Closing as if made at and as of such time (except to the extent any such representation or warranty speaks as of a specific date, in which case such representation or warranty shall be true and correct as of such date), and (B) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects at and as of the Closing as if made at and as of such time (except to the extent any such representation or warranty speaks as of a specific date, in which case such representation or warranty shall be true and correct in all material

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respects as of such date), and (iii) Parent shall have received a certificate signed by each Seller and on behalf of the Company by its President and Chief Executive Officer, Leonid Mezhvinsky, to the foregoing effect.

     (b) No claim, action, suit, arbitration, inquiry, proceeding or investigation by any Governmental Authority shall have been commenced against the Company, Sellers, the Merger Subsidiaries or Parent, seeking to restrain or materially and adversely alter the transactions contemplated hereby which would, if successful, render it impossible or unlawful to consummate the transactions contemplated by this Agreement or which would reasonably be expected to have a Material Adverse Effect on the Company or Parent.

     (c) There shall not have occurred any notice, demand or perfection of dissenter’s rights with respect to any of the Shares.

     (d) Parent shall have received the (i) Escrow Agreement, duly executed by the Sellers’ Agent and the Escrow Agent, (ii) Amended and Restated Stockholders’ Agreement, duly executed by FP Ultra Clean, LLC and each Seller, (iii) Amended and Restated Registration Rights Agreement, duly executed by each Seller, (iv) Mezhvinsky Employment Agreement, duly executed by Leonid Mezhvinsky, (v) Mezhvinsky Non-Compete Agreement duly executed by Leonid Mezhvinsky, (vi) Chen Non-Compete Agreement, duly executed by Joe Chen, and (vii) Lockup Agreement, duly executed by Leonid Mezhvinsky.

     (e) The Lease Amendment shall be in full force and effect.

     (f) Parent shall have timely received a payoff letter from the Union Bank of California, N.A. establishing the total amount of all principal and accrued interest required to be paid at the Closing in order to completely repay and cancel the Company’s indebtedness under the Loan Agreement and certifying that upon such payment there will be no further financial obligations under the Loan Agreement and no further payments, penalties or fees due as a result of the payment or prepayment of such indebtedness.

     (g) Silicon Valley Bank shall have provided financing to Parent in the amount of $25,000,000.

     Section 11.03. Conditions to Obligation of the Company and Sellers. The obligation of Sellers to consummate the Mergers is subject to the satisfaction or, to the extent permitted, waiver of the following conditions:

     (a) (i) Parent and each of the Merger Subsidiaries shall have performed in all material respects their respective obligations hereunder to the extent required to be performed by it or such Merger Subsidiary, as the case may be, at or prior to the Closing, (ii) the representations and warranties of Parent in this Agreement and in any certificate delivered by Parent at the Closing (A) that are qualified by materiality or Material Adverse Effect shall be true and correct at and as of the Closing as if made at and as of such time (except to the extent any such

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representation or warranty speaks as of a specific date, in which case such representation or warranty shall be true and correct as of such date), and (B) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects at and as of the Closing as if made at and as of such time (except to the extent any such representation or warranty speaks as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date), and (iii) the Company shall have received a certificate signed on behalf of Parent by its President to the foregoing effect.

     (b) Sellers shall have received (i) the Escrow Agreement, duly executed by the Escrow Agent and Parent, and (ii) the Amended and Restated Stockholders’ Agreement, duly executed by Parent and FP-Ultra Clean, LLC.

     (c) Sellers shall have received the Amended and Restated Registration Rights Agreement duly executed by Parent and such agreement shall be in the full force and effect.

     (d) Leonid Mezhvinsky shall have received the Mezhvinsky Employment Agreement duly executed by Parent and such agreement shall be in full force and effect.

ARTICLE 12
SURVIVAL; INDEMNIFICATION

     Section 12.01. Survival. The representations and warranties of the parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing until 18 months after the Closing Date (such 18-month period the “Indemnity Period”); provided that (i) the representations and warranties in Sections 4.05, 4.06 and 4.22 and the covenants contained herein shall survive indefinitely or until the expiration of the applicable statute of limitations and (ii) the representations contained in Article 9 shall survive in accordance with the terms of Section 9.11. Notwithstanding the preceding sentence, any representation or warranty in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to the preceding sentence, if written notice of the inaccuracy or breach thereof giving rise to such right of indemnity shall have been given pursuant to the terms of this Agreement to the party against whom such indemnity may be sought prior to such time. Neither the period of survival nor the extent of indemnification is reduced by any investigation by Parent.

     Section 12.02. Indemnification.

     (a) From and after the Closing, each of (i) the Mezhvinsky Persons, jointly and severally up to Leonid Mezhvinsky’s Pro Rata Share (which for

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purposes of this Section 12.02 only shall be deemed to include the Pro Rata Share of each of the Mezhvinsky Living Trust, Victor Mezhvinsky and the Joshua Trust), (ii) the Chen Persons, jointly and severally up to Joe Chen’s Pro Rata Share (which for purposes of this Section 12.02 only shall be deemed to include the Pro Rata Share of each of the Chen Living Trust and the Chen Minors Trust) and (iii) Frank Moreman, severally, and not jointly, in proportion to their Pro Rata Share, by adopting this Agreement, shall agree to indemnify Parent and its Affiliates and the Surviving Entity against, and agree to hold each of them harmless from, any and all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding whether involving a third party claim or a claim solely between the parties hereto) (“Damages”), regardless of whether such Damages arise as a result of the negligence, strict liability or any other liability under any theory of law or equity of, or violation of any law by, Parent or any of its Affiliates, incurred or suffered by Parent, any Affiliate of Parent or the Surviving Entity (collectively, the “Indemnified Parties”) arising out of any or all of the following, in each case, other than Damages relating to Taxes, which shall be governed by Article 9: any inaccuracy or breach of any representation or warranty of the Company contained in this Agreement or any certificate delivered pursuant hereto (each such inaccuracy or breach, a “Warranty Breach”) or breach of covenant or agreement of the Company contained in this Agreement.

     (b) (i) The Indemnified Parties shall not be entitled to indemnification pursuant to Section 12.02(a) with respect to a Warranty Breach (other than any Warranty Breach of Sections 4.05, 4.06 and 4.22) until such time as the total amount of all Damages that have been suffered or incurred by any one or more of the Indemnified Parties exceeds $500,000 in the aggregate. If the total amount of such Damages exceeds $500,000, then the Indemnified Parties shall be entitled to be indemnified against and compensated and reimbursed for the aggregate amount of all Damages in excess of such $250,000.

     (ii) From and after the Closing, except for claims based upon fraud or intentional misrepresentation, the indemnification provisions set forth in Section 9.06 and this Article 12 shall be the sole and exclusive remedy of Parent and the other Indemnified Parties for Damages for any Warranty Breach under this Agreement. With respect to indemnification by Company Shareholders for any Warranty Breach under this Article 12 (excluding any Warranty Breach of Sections 4.05, 4.06 and 4.22), the Company Shareholders’ maximum aggregate liability shall not exceed $5,000,000 (it being understood that the Escrow Fund shall be the sole recourse of the Indemnified Parties until the Escrow Fund has been finally released and that after the release of the Escrow Fund, the Indemnified Parties may recover only an amount equal to the difference between $5,000,000 and the amount of the Escrow Fund actually distributed in the aggregate to the Indemnified Parties pursuant to Article 12 for Warranty Breaches). Notwithstanding anything to the contrary in this Agreement, no

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Company Shareholder shall be liable hereunder for any Damages in excess of such Company Shareholder’s Pro Rata Share of such Damages.

     (iii) For purposes of computing the amount of any Damages incurred by the Indemnified Parties: (x) there shall be deducted an amount equal to the amount of any net Tax benefit to be actually received by the Indemnified Parties or any of their respective Affiliates directly as a consequence of such Damages, (y) there shall be taken into account the amount of any liabilities reflected in the Closing Balance Sheet and (z) the references to Material Adverse Effect or materiality (or other correlative terms, including as expressed in accounting concepts such as “GAAP”) shall be disregarded for purposes of determining the amount of Damages only.

     Section 12.03. Procedures.

     (a) Each Indemnified Party agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under Section 12.02 by delivering to Sellers’ Agent a duly authorized and executed certificate (the “Claim Certificate”), which Claim Certificate shall:

     (i) state that the Indemnified Party has paid, incurred or reasonably expects to incur Damages for which such Indemnified Party is entitled to indemnification pursuant to this Article 12; and

     (ii) specify in reasonable detail each individual item of Damages included in the amount so stated, the date such item was paid, incurred or is expected to be incurred, the nature of the inaccuracy, breach, breach of covenant or agreement to which each such item is related and the computation of the amount to which such Indemnified Party claims to be entitled hereunder.

     (b) In the event that Sellers’ Agent does not object to the indemnification of an Indemnified Party in respect of any claim or claims (or the amount actually paid or incurred of such claim or claims) specified in any Claim Certificate within thirty days after receipt by Sellers’ Agent of such Claim Certificate, such claim or claims shall be paid promptly by Sellers’ Agent to Parent on behalf of such Indemnified Party. In the event that Sellers’ Agent shall object to the indemnification of an Indemnified Party in respect of any claim or claims specified in any Claim Certificate, Seller’s Agent shall, within thirty days after receipt by Sellers’ Agent of such Claim Certificate, deliver to the Escrow Agent, with a copy to the Indemnified Party, a written notice (a “Shareholder’s Certificate”) specifying (i) each such amount to which the Sellers’ Agent objects and (ii) in reasonable detail the nature and basis for each such objection and Seller’s Agent and the Indemnified Party shall, within the thirty day period beginning on the date of receipt by the Indemnified Party of such written

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objection, attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims to which Sellers’ Agent shall have so objected. If the Indemnified Party and Sellers’ Agent shall succeed in reaching agreement with respect to any of such claims, the Indemnified Party and Sellers’ Agent shall promptly prepare and sign a memorandum setting forth such agreement. The Indemnified Party and the Escrow Agent (if the Escrow Agreement is still in effect) shall be entitled to rely on any such memorandum and indemnification shall be made in accordance with the terms thereof.

     (iii) Should the Indemnified Party and Sellers’ Agent be unable to agree as to any particular item or items or amount or amounts set forth in the Claim Certificate, then either Parent or Sellers’ Agent may demand arbitration of the matter, to be conducted by one arbitrator mutually agreeable to Parent and Sellers’ Agent. In the event that, within twenty days after determination to submit any dispute to arbitration, Parent and Seller’s Agent cannot mutually agree on one arbitrator, then, within ten days after the end of such twenty day period, Parent and Sellers’ Agent shall each select one arbitrator. The two arbitrators so selected shall select a third arbitrator.

     (iv) Any such arbitration shall be held in Santa Clara County, California, under the rules then in effect of the American Arbitration Association. The losing party shall pay or reimburse the prevailing party, as applicable, all expenses relating to the arbitration, including the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any claim in such Claim Certificate shall be final, binding, and conclusive upon the parties to this Agreement and the Indemnifying Parties, absent manifest error. Promptly after a decision of the arbitrator(s) requiring payment by an Indemnifying Party to an Indemnified Party, Sellers’ Agent shall make such payment to such Indemnified Party, including any distributions out of the Escrow Fund, as applicable.

     (c) Promptly after the assertion by any third party of any claim against any Indemnified Party that would reasonably be expected to result in the incurrence by such Indemnified Party of Damages for which such Indemnified Party would be entitled to indemnification pursuant to this Article 12 (a “Third Party Claim”), such Indemnified Party shall deliver to the Sellers’ Agent written notice of such Third Party Claim, which notice shall specify in reasonable detail the nature of the Third Party Claim, the nature of the inaccuracy or breach which gives rise to such indemnification obligation, and the Indemnified Party’s good faith estimate of the Damages it may incur with respect to such Third Party Claim (a “Third Party Claim Notice”). The Indemnified Party shall have the right to conduct the defense of any such Third Party Claim, and the Sellers’ Agent shall be entitled on behalf of Sellers to participate, at is sole expense, in the defense of

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such Third Party Claim; provided that (i) no Indemnifying Party shall be liable for indemnification of any Indemnified Party for any settlement of any such Third Party Claim effected without the prior written consent of the Sellers’ Agent, and (ii) except with the prior written consent of the Sellers’ Agent, no settlement of any such Third Party Claim made without the prior written consent of the Sellers’ Agent shall be determinative of the amount of Damages relating to such matter or whether or not indemnity is payable at all or the amount.

ARTICLE 13
TERMINATION

     Section 13.01. Grounds for Termination. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the shareholders of the Company): (a) by mutual written agreement of the Company and Parent;

     (b) by any party if the Closing shall not have been consummated on or before 5:00 p.m. (California time) on July 15, 2006, or such later date as the Company, Sellers and Parent may agree (the “End Date”); provided that the right to terminate this Agreement pursuant to this Section 13.01(b) shall not be available to any party whose breach of any provision of this Agreement results in the failure of the Mergers to be consummated by such time;

     (c) (i) by Parent, if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company set forth in this Agreement shall have occurred that would cause the condition set forth in Section 11.02(a) not to be satisfied; provided that if such breach or failure to perform is curable by the Company on or prior to the End Date through the exercise of commercially reasonable efforts, then Parent may not terminate this Agreement under this Section 13.01(c) prior to thirty (30) days following the receipt of written notice from Parent to the Company of such breach or failure to perform (it being understood that Parent may not terminate this Agreement pursuant to this Section 13.01(c) if it shall have materially breached this Agreement or if such breach or failure to perform by the Company is cured so that such condition would then be satisfied), or (ii) by the Company if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Parent set forth in this Agreement shall have occurred that would cause the condition set forth in Section 11.03(a) not to be satisfied; provided that if such breach or failure to perform is curable by Parent on or prior to the End Date through the exercise of commercially reasonable efforts, then the Company may not terminate this Agreement under this Section 13.01(c) prior to 30 days following the receipt of written notice from the Company to Parent, of such breach or failure to perform (it being understood that the Company may not terminate this Agreement pursuant to this Section 13.01(c) if the Company shall have materially breached

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this Agreement or if such breach or failure to perform by Parent is cured so that such condition would then be satisfied); and

     (d) by the Company or Parent if there shall be any law or regulation that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or if consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction.

The party desiring to terminate this Agreement pursuant to clauses 13.01(b) through 13.01(d) shall give written notice of such termination to the other parties, which notice will briefly describe the basis for such termination and set forth the specific subsection of this Section 13.01 under which such party desires to terminate this Agreement.

     Section 13.02. Effect of Termination. If this Agreement is terminated as permitted by Section 13.01, such termination shall be without liability of any party (or any equity holder, director, officer, employee, agent, consultant or representative of such party) to the other parties to this Agreement; provided that if such termination shall result from the (i) willful failure of any party to fulfill a condition to the performance of the obligations of the other parties, or (ii) willful failure to perform a covenant of this Agreement, such party shall be fully liable for any and all Damages incurred or suffered by the other parties as a result of such failure or breach. The provisions of Sections 7.01, 8.04, 9.07, 14.03, 14.05 and 14.06 shall survive any termination hereof pursuant to Section 13.01.

ARTICLE 14
MISCELLANEOUS

     Section 14.01. Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given,

if to Parent, to:

Ultra Clean Holdings, Inc.
150 Independence Drive
Menlo Park, CA 94025
Attention: Chief Financial Officer
Facsimile No.: (650) 326-0929

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with a copy to:

Davis Polk & Wardwell
1600 El Camino Real
Menlo Park, CA 94025
Attention: Alan F. Denenberg
Facsimile No.: (650) 752-2111

if to the Company, Sellers or the Sellers’ Agent, to:

Sieger Engineering, Inc.
130 Beacon Street
South San Francisco, CA 94080
Attention: Leonid Mezhvinsky
Facsimile No.: (650) 583-5823

with a copy (which shall not constitute notice) to:

Wilson Sonsini Goodrich & Rosati
Professional Corporation
One Market, Spear Tower, Suite 3300
San Francisco, CA 94105
Attention: Robert T. Ishii
Facsimile No.: (415) 947-2099

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications hereunder shall be deemed duly given (i) on the date of delivery if delivered personally, (ii) on the date of confirmation of receipt (or, the first Business Day following such receipt if the date is not a Business Day) of transmission by telecopy or telefacsimile, or (iii) on the date of confirmation of receipt (or, the first Business Day following such receipt if the date is not a Business Day) if delivered by a nationally recognized courier service.

     Section 14.02. Amendments and Waivers.

     (a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party or parties against whom the waiver is to be effective.

     (b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

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     Section 14.03. Expenses. Except as otherwise provided herein (including, without limitation, Section 2.09), all costs and expenses incurred in connection with this Agreement shall be paid by (i) Sellers to the extent the Company or Sellers have incurred such costs and expenses and (ii) Parent to the extent Parent has incurred such cost or expense.

     Section 14.04. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer, other than by Parent to a Subsidiary of Parent (provided that Parent shall continue to be liable for all of its obligations hereunder), any of its rights or obligations under this Agreement without the consent of each other party hereto.

     Section 14.05. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of California, without regard to the conflicts of law rules of such state.

     Section 14.06. Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Northern District of California or any California State court sitting in San Jose, California, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of California, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as in accordance with Section 14.01 shall be deemed effective service of process on such party.

     Section 14.07. Counterparts; Effectiveness; Third Party Beneficiaries. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective upon the execution of each party hereto of a counterpart signature page hereto. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns.

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     Section 14.08. Entire Agreement. This Agreement and the Ancillary Documents constitute the entire agreement between the parties with respect to the subject matter of this Agreement and the Ancillary Documents and supersede all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement and the Ancillary Documents.

     Section 14.09. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

     Section 14.10. Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in the United States District Court for the Northern District of California or any California State Court sitting in San Jose, California, in addition to any other remedy to which they are entitled at law or in equity.

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

SIEGER ENGINEERING, INC.
By:
	Name:
	Title:

LEONID MEZHVINSKY
By:
	Name:
	Title:

ULTRA CLEAN HOLDINGS, INC.
By:
	Name:
	Title:

BOB ACQUISITION INC.
By:
	Name:
	Title:

PETE ACQUISITION LLC
By:
	Name:
	Title:

THE FOLLOWING PARTIES ARE PARTIES TO THIS AGREEMENT
SOLELY WITH RESPECT TO SECTIONS 4.01(b), 4.02(b) 4.04 (in each
case only with respect to itself), 9.03, 9.05, 9.06, 9.07 and 12.02:

LEONID AND INNA MEZHVINSKY

AS TRUSTEES OF THE REVOCABLE

TRUST AGREEMENT OF LEONID

MEZHVINSKY AND INNA

MEZHVINSKY DATED

APRIL 26, 1988

JOE AND JENNY CHEN AS

TRUSTEES OF THE JOE CHEN AND

JENNY CHEN REVOCABLE TRUST

DATED 2002

VICTOR MEZHVINSKY

VICTOR MEZHVINSKY AS TRUSTEE

OF THE JOSHUA MEZHVINSKY 2004

IRREVOCABLE TRUST UNDER

AGREEMENT DATED JUNE 4, 2004

DAVID HONGYU WU AND WINNIE

WEI ZHEN WU AS TRUSTEES OF

THE CHEN MINORS IRREVOCABLE

TRUST

FRANK MOREMAN

LEONID MEZHVINSKY

AS THE SELLERS’ AGENT

Exhibit A

Amended and Restated Stockholders’ Agreement

Exhibit B

Mezhvinsky Employment Agreement

Exhibit C

Mezhvinsky Non-Compete Agreement

Exhibit D

Chen Non-Compete Agreement

Exhibit E

Lease Agreement

Exhibit F

Amended and Restated Registration Rights Agreement

Exhibit G

Escrow Agreement

Exhibit H

Lockup Agreement

Exhibit I-1

Closing Tax Representation Certificate

Exhibit I-2

Company Closing Tax Representation Certificate

Exhibit J-1

Parent Final Tax Representation Certificate

Exhibit J-2

Company Final Tax Representation Certificate

Exhibit K

Company Sales to Applied Materials, Inc.

Schedule A

Company Fees and Expenses Related to This Agreement

EX-10.2

Exhibit 10.2

EXECUTION COPY

LOAN AND SECURITY AGREEMENT

     THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date among SILICON VALLEY BANK, a California corporation (“Bank”), and ULTRA CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC., a California company (“Ultra Clean”), BOB ACQUISITION INC. (and any successor by merger), a California corporation, and PETE ACQUISITION LLC (to be renamed UCT Sieger Engineering LLC), a Delaware limited liability company (“Sieger”, together with Ultra Clean and Bob, each a “Borrowers” and collectively, “Borrowers”), provides the terms on which Bank shall lend to Borrowers and Borrowers shall repay Bank. The parties agree as follows:

1. ACCOUNTING AND OTHER TERMS.

     Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

2. LOAN AND TERMS OF PAYMENT.

     2.1. Promise to Pay. Each Borrower hereby unconditionally, jointly and severally, promises to pay Bank the outstanding principal amount of all Credit Extensions and accrued and unpaid interest thereon as and when due in accordance with this Agreement.

      2.1.1. Revolving Advances.

          (a) Availability. Subject to the terms and conditions of this Agreement, Bank will make Advances to Borrowers from time to time up to an aggregate amount (“Net Borrowing Availability”) not to exceed the lesser of: (a) the Revolving Line; or (b) amounts available under the Borrowing Base.

          (b) Streamline Period. Borrowers may, at their option, elect not to have any Advances outstanding during specified periods of time (each, a “Streamline Period”). At least 5 days prior to requesting that a Streamline Period be put into effect, Borrowers shall give Bank written notice thereof, specifying the date the Streamline Period is to begin. On or prior to the Business Day immediately preceding the commencement of the Streamline Period, Borrowers will pay to Bank, by wire transfer, an amount sufficient to repay in full all outstanding Advances, all accrued interest thereon, and all other outstanding monetary Obligations then due hereunder. A Streamline Period may not be put into effect if there are outstanding Obligations in connection with Cash Management Services in excess of $500,000. Notwithstanding the foregoing, a Streamline Period may be permitted to exist even if Advances are outstanding so long as the Trigger Availability is in excess of $3,000,000 at all times during such period. During a Streamline Period, Borrowers will not be permitted to incur Obligations in connection with Cash Management Services in an amount more than $500,000 and no additional Letters of Credit will be issued. During a Streamline Period, Borrowers may not request any Advances, and Bank shall have no obligation to make any Advances. To terminate a Streamline Period, Borrowers shall provide Bank at least 15 days prior written notice thereof together with such information relating to the

Eligible Accounts, the Cash Management Services Sublimit and other Collateral as Bank may reasonably request.

          (c) Termination; Repayment. The Revolving Line terminates on the Revolving Line Maturity Date, when the principal amount of all Advances, the unpaid interest thereon, and all other Obligations relating to the Revolving Line shall be immediately due and payable.

     2.1.2. Letters of Credit Sublimit.

          (a) As part of the Revolving Line, Bank shall issue or have issued Letters of Credit for a Borrower’s account for such Borrower’s benefit or for the benefit of any of its Subsidiaries or its Affiliate, Shanghai. The sum of (i) the aggregate undrawn amount of all outstanding Letters of Credit plus (ii) the amount of reimbursement obligations in respect of Letters of Credit plus (iii) any Letter of Credit Reserve may not exceed $10,000,000 minus the sum of (x) the Cash Management Services Sublimit and (y) the FX Sublimit (the “L/C Sublimit”). The amount otherwise available for Advances under the Revolving Line (calculated as provided in Section 2.1.1(a)) will be reduced by the sum of amounts described in clauses (i) through (iii) and clauses (x) and (y) above. If, on the Revolving Maturity Date, there are any outstanding Letters of Credit, then on such date Borrowers shall provide to Bank cash collateral in an amount equal to 105% of the sum of the undrawn amount of all such Letters of Credit plus the amount of all reimbursement obligations in respect of Letters of Credit, to secure all of the Obligations relating to said Letters of Credit. All Letters of Credit shall be in form and substance reasonably acceptable to Bank and shall be subject to the terms and conditions of Bank’s standard Application and Letter of Credit Agreement (the “Letter of Credit Application”). Borrowers agree to execute any further documentation in connection with the Letters of Credit as Bank may reasonably request. Borrowers further agree to be bound by the terms of each letter of credit (and letter of credit application applicable thereto) guarantied by Bank and opened for a Borrower’s account or by Bank’s interpretations of any Letter of Credit issued by Bank for a Borrower’s account, and Borrowers understand and agree that Bank shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following a Borrower’s instructions or those contained in the Letters of Credit or any modifications, amendments, or supplements thereto, except to the extent resulting directly from the gross negligence or wilful misconduct of Bank. The sum of (i) the aggregate undrawn amount of all outstanding Letters of Credit plus (ii) the amount of all reimbursement obligations in respect of Letters of Credit may not exceed the Availability Amount.

          (b) The obligation of Borrowers to immediately reimburse Bank for drawings made under Letters of Credit shall be absolute, unconditional, irrevocable, and joint and several and shall be performed strictly in accordance with the terms of this Agreement, such Letters of Credit, and the Letter of Credit Application.

          (c) Each Borrower may request that Bank issue a Letter of Credit payable in a Foreign Currency. If a demand for payment is made under any such Letter of Credit, Bank shall treat such demand as an Advance to such Borrower of the equivalent of the amount thereof (plus fees and charges in connection therewith such as wire, cable, SWIFT or similar charges) in Dollars at the then-prevailing rate of exchange in San Francisco, California, for sales of the Foreign Currency for transfer to the country issuing such Foreign Currency.

          (d) To guard against fluctuations in currency exchange rates, upon the issuance of any Letter of Credit payable in a Foreign Currency (a “Foreign Currency Letter of Credit”), Bank shall create a reserve (the “Letter of Credit Reserve”) under the Revolving Line in an amount equal to ten percent (10%) of the face amount of such Letter of Credit. The amount of the Letter of Credit Reserve may be adjusted by Bank from time to time to account for fluctuations in the exchange rate. The

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availability of Advances and for Letters of Credit under the Revolving Line shall be reduced by the amount of such Letter of Credit Reserve for as long as any Foreign Currency Letter of Credit remains outstanding.

     2.1.3. Foreign Exchange Sublimit. As part of the Revolving Line, Borrowers may enter into foreign exchange contracts with Bank under which Borrowers commit to purchase from or sell to Bank a specific amount of Foreign Currency (each, a “FX Forward Contract”) on a specified date (the “Settlement Date”). FX Forward Contracts shall have a Settlement Date of at least one (1) FX Business Day after the contract date and shall be subject to a reserve of ten percent (10%) of each outstanding FX Forward Contract in a maximum aggregate amount equal to $250,000 (the “FX Reserve”). The aggregate amount of FX Forward Contracts at any one time may not exceed $10,000,000 minus the sum of (i) the L/C Sublimit and (ii) the Cash Management Services Sublimit (the “FX Sublimit”). The obligations of Borrowers relating to this section may not exceed the Availability Amount.

     2.1.4. Cash Management Services Sublimit. Borrowers may use up to $10,000,000 minus the sum of (i) the L/C Sublimit and (ii) the FX Sublimit (the “Cash Management Services Sublimit”) of the Revolving Line for Bank’s cash management services which may include merchant services, direct deposit of payroll, business credit card, and check cashing services identified in Bank’s various cash management services agreements (collectively, the “Cash Management Services”). Any amounts Bank pays on behalf of Borrowers or any amounts that are not paid by Borrowers for any Cash Management Services will be treated as Advances under the Revolving Line and will accrue interest at the interest rate applicable to Advances. The obligations of the Borrowers relating to this section may not exceed the Availability Amount.

     2.1.5. Term Loan.

          (a) Availability. Bank shall make one (1) term loan available to Borrowers in an amount up to the Term Loan Amount on the Effective Date subject to the satisfaction of the terms and conditions of this Agreement.

          (b) Repayment. Borrowers shall repay the Term Loan in (i) thirty-six (36) equal installments of principal, plus (ii) monthly payments of accrued interest (the “Term Loan Payment”). Beginning on the first day of the month following the month in which the Funding Date occurs, each Term Loan Payment shall be payable on the last day of each month. Borrowers’ final Term Loan Payment, due on the Term Loan Maturity Date, shall include all outstanding principal and accrued and unpaid interest under the Term Loan. Borrowers shall have the right at any time to prepay the Term Loan prior to the Term Loan Maturity Date, as a whole or in part, without premium or penalty. Any such prepayment of principal shall include accrued and unpaid interest to the date of prepayment and shall be applied against the scheduled installments of principal in the inverse order of maturity. No amount repaid hereunder may be reborrowed.

     2.2. Overadvances. If at any time or for any reason the total of all outstanding Advances and all other monetary Obligations (other than the Term Loan) exceeds Net Borrowing Availability (an “Overadvance”), Borrowers shall if the amount of the Overadvance is (a) equal or greater than $500,000, immediately pay the full amount of the Overadvance to Bank, without notice or demand, or (b) less than $500,000, within one (1) Business Day after the receipt of a request by Bank therefore, pay the full amount of the Overadvance to Bank. Without limiting each Borrower’s obligation to repay to Bank the full amount of any Overadvance, Borrowers agree to pay Bank interest at the Default Rate on the outstanding amount of any Overadvance on demand.

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     2.3. Payment of Interest on the Credit Extensions.

          (a) Interest Rate

          (i) Advances. Subject to Section 2.3(b), Advances shall accrue interest at a per annum rate equal to, so long as the Senior Leverage Ratio as set forth in the most recent Compliance Certificate is less than 1.0:1.0, 0.75 percentage points below the Prime Rate, and if greater than 1.0:1.0, 0.50 percentage points below the Prime Rate, which interest shall be payable monthly.

          (ii) Term Loan. Subject to Section 2.3(b), the principal amount outstanding under the Term Loan shall accrue interest at a per annum rate equal to, so long as the Senior Leverage Ratio as set forth in the most recent Compliance Certificate is less than 1.0:1.0, 0.25 percentage points below the Prime Rate, and if greater than 1.0:1.0, the Prime Rate.

          (iii) Change in Interest Rate. Any increase or decrease in the interest rate in paragraphs (i) and (ii) above resulting from a change in the Senior Leverage Ratio shall become effective commencing on the first Business Day of the month immediately following the date a Compliance Certificate is delivered pursuant to Section 6.2(a)(iv); provided, however, that if a Compliance Certificate is not delivered when due in accordance with Section 6.2(a)(iv), the highest interest rate set forth in paragraphs (i) and (ii) above shall apply commencing on the first Business Day of the month following the date such Compliance Certificate was required to have been delivered and continuing until the day that is two (2) Business Days after the date that such Compliance Certificate is delivered to Bank. The interest rate in effect from the Effective Date through the first Business Day of the month immediately following the date the Compliance Certificate for the period ending June 29, 2006 is required to be delivered pursuant to Section 6.2(a)(iv) shall be the highest interest rate set forth in paragraphs (i) and (ii) above.

          (b) Default Rate. Upon the occurrence and during the continuance of an Event of Default, Obligations shall bear interest at a rate per annum which is two (2) percentage points above the rate effective immediately before the Event of Default (the “Default Rate”) commencing on the date that Bank gives Borrowers notice that such Default Rate is then applicable. Payment or acceptance of the increased interest rate provided in this Section 2.3(b) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Bank.

          (c) Adjustment to Interest Rate. Changes to the interest rate of any Credit Extension based on changes to the Prime Rate shall be effective on the effective date of any change to the Prime Rate and to the extent of any such change.

          (d) 365-Day Year. Interest shall be computed on the basis of a 365-day year for the actual number of days elapsed.

          (e) Debit of Accounts. Bank may automatically debit any of Borrowers’ deposit accounts, including the Designated Deposit Account, for principal and interest payments when due and for any other amounts Borrowers owe Bank when overdue. These debits shall not constitute a set-off.

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          (f) Change to Revolving Line. Subject to prior satisfaction with applicable conditions set forth in Section 3 with respect to any Credit Extension, Borrowers may request an Advance to be applied to the payment of any interest and/or Bank Expenses due under the Loan Documents.

          (g) Payment; Interest Computation; Float Charge. Interest is payable monthly on the last calendar day of each month. In computing interest on the Obligations, all Payments received after 12:00 p.m. Pacific time on any day shall be deemed received on the next Business Day. In addition, so long as any principal or interest with respect to any Credit Extension remains outstanding, Bank shall be entitled to charge Borrowers a “float” charge in an amount equal to three (3) Business Days interest, at the interest rate applicable to the Credit Extensions, on all Payments received by Bank. Said float charge is not included in interest for purposes of computing Minimum Monthly Interest (if any) under this Agreement. The float charge for each month shall be payable on the last day of the month. Bank shall not, however, be required to credit any Borrower’s account for the amount of any item of payment which is unsatisfactory to Bank in its good faith business judgment, and Bank may charge any Borrower’s Designated Deposit Account for the amount of any item of payment which is returned to Bank unpaid.

     2.4. Fees. Borrowers shall jointly and severally pay to Bank:

          (a) Commitment Fee. A fully earned, non-refundable commitment fee of $121,875, on the Effective Date;

          (b) Letter of Credit Fee. Bank’s customary fees and expenses for the issuance or renewal of Letters of Credit, including, without limitation, a Letter of Credit Fee of 0.75 percentage points per annum of the face amount of each Letter of Credit issued, upon the issuance or renewal of such Letter of Credit by Bank. In the event that any Letter of Credit is cancelled or terminated and returned to Bank prior to its stated expiry date, Bank shall return to Borrowers the pro rata portion of such fee applicable to what would have been the unexpired period.

          (c) Termination Fee. Subject to the terms of Section 4.1, the termination fee specified in Section 4.1;

          (d) Collateral Monitoring Fee. So long as any Advances or Letters of Credit are outstanding during any month or portion thereof, a monthly collateral monitoring fee of $1,500, payable in arrears on the last day of such month (prorated for any partial month), commencing on the last day of the month during which the Effective Date occurs, and upon termination of this Agreement; and

          (e) Bank Expenses. All Bank Expenses (including reasonable attorneys’ fees and expenses, plus expenses, for documentation and negotiation of this Agreement, and amounts due under Section 6.6) incurred through and after the Effective Date, when due.

3. CONDITIONS OF LOANS.

     3.1. Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents (and when required in original form, it shall be sufficient to deliver facsimiles of such documents followed by delivery of executed originals to Bank within three (3) days of the Effective Date by personal delivery or United States mail as otherwise provided in this Section 10), and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:

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          (a) Borrowers shall have delivered duly executed original signatures to the Loan Documents to which it is a party;

          (b) Borrowers shall have delivered its Operating Documents and a good standing certificate of each Borrower certified (in original form) by the Secretary of State of its jurisdiction of incorporation as of a date no earlier than thirty (30) days prior to the Effective Date;

          (c) Borrowers shall have delivered copies of the Borrowing Resolutions for each Borrower accompanied by duly executed original officer’s certificates certifying thereto;

          (d) Borrowers shall have delivered final copies of all Merger Documents and evidence of consummation of the Acquisition, including but not limited to, all necessary filings with any Governmental Authority;

          (e) Borrowers shall have delivered a payoff letter from Union Bank of California;

          (f) Borrowers shall have delivered (i) evidence that the Liens securing Indebtedness owed by Borrowers to Union Bank of California under the existing credit facility have been or will, substantially contemporaneously with the initial Credit Extension, be terminated and (ii) evidence of (or such documents as Bank shall reasonably require to effect) the termination as of record of (A) such Liens, including without limitation any financing statements, Intellectual Property filings and/or control agreements in connection therewith, and (B) all financing statements, Intellectual Property filings and/or control agreements filed by, or entered into by Ultra Clean or Holdings with, Wells Fargo Foothill, Inc.

          (g) Bank shall have received certified copies, dated as of a recent date, of such financing statement searches as Bank shall reasonably request with respect to the assets of Borrowers or Holdings, accompanied by evidence reasonably satisfactory to Bank (including any UCC termination statements) that the Liens indicated in any such financing statement searches either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;

          (h) Borrowers shall have delivered originals of the Perfection Certificate(s) executed by each Borrower and Guarantor;

          (i) Borrowers shall have delivered an original landlord’s consent with respect to each leasehold property of a Borrower in favor of Bank;

          (j) Borrowers shall have delivered opinions of (i) Morris, Nichols, Arsht & Tunnell LLP, special Delaware counsel, and (ii) Baker & McKenzie LLP, special California counsel, each dated as of the Effective Date together with the duly executed original signatures thereto;

          (k) Holdings shall have delivered a duly executed original signature (or facsimile copies thereof to the Guaranty and the Holdings IP Pledge Agreement, together with the completed Borrowing Resolutions for Holdings;

          (l) Borrowers shall have delivered certificates of insurance satisfactory to Bank evidencing that the insurance policies required by Section 6.7 hereof are in full force and effect, and containing loss payable and/or additional insured clauses or endorsements in favor of Bank to the extent required thereunder; and

          (m) Borrowers shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof.

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     3.2. Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following:

          (a) except as otherwise provided in Section 3.4(a), timely receipt by Bank of an executed Payment/Advance Form;

          (b) the representations and warranties in Section 5, as any such representation or warranty may be modified in a manner expressly permitted by the Loan Documents (e.g., a change in a Borrower’s legal name in accordance with Section 7.2) , shall be true in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is each Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and

          (c) in Bank’s sole discretion, there has not been a Material Adverse Change.

     3.3. Covenant to Deliver. Each Borrower agrees to deliver to Bank each item required to be delivered to Bank under this Agreement prior to the Funding Date thereof, as a condition to any Credit Extension. Each Borrower expressly agrees that the extension of a Credit Extension prior to the receipt by Bank of any such item shall not constitute a waiver by Bank of Borrowers’ obligation to deliver such item, and any such extension in the absence of such a required item shall be in Bank’s sole discretion.

     3.4. Procedures for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making of a Credit Extension set forth in this Agreement, to obtain a Credit Extension (other than Advances under Sections 2.1.2 or 2.1.4), Borrowers shall notify Bank (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 p.m. Pacific time on the Funding Date of the Credit Extension. Together with such notification, Borrowers must promptly deliver to Bank by electronic mail or facsimile a completed Transaction Report, each executed by a Responsible Officer or his or her designee. Bank shall credit Credit Extensions to the Designated Deposit Account. Bank may make Credit Extensions under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to satisfy Obligations that are not paid when due. Bank may rely on any telephone notice given by a person whom Bank believes is a Responsible Officer or designee.

4. CREATION OF SECURITY INTEREST.

     4.1. Grant of Security Interest. Each Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Each Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that may have superior priority to Bank’s Lien under this Agreement). If any Borrower shall acquire a commercial tort claim or claims involving claims in an amount, individually or in the aggregate, of at least $100,000, such Borrower shall promptly notify Bank

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in a writing signed by such Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank.

     This Agreement may be terminated prior to the Revolving Maturity Date by Borrowers, effective three (3) Business Days after written notice of termination is given to Bank or if Bank’s obligation to fund Credit Extensions terminates pursuant to the terms of Section 2.1.1(c) . Notwithstanding any such termination, Bank’s lien and security interest in the Collateral shall continue until Borrowers fully satisfy their Obligations. If such termination is at Borrowers’ election, Borrowers shall jointly and severally pay to Bank, in addition to the payment of any other expenses or fees then owing under any Loan Document, a termination fee in an amount equal to one percent (1.0%) of the Revolving Line plus the outstanding principal amount of the Term Loan at such time provided that no termination fee shall be charged if the credit facility hereunder is replaced with a new facility from another division of Silicon Valley Bank. Upon payment in full of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall release its liens and security interests in the Collateral and all rights therein shall revert to the pledgors thereof.

     4.2. Authorization to File Financing Statements. To the extent permitted by applicable law, each Borrower hereby authorizes Bank to file Uniform Commercial Code financing statements, without notice to such Borrower, with all appropriate jurisdictions to perfect or protect Bank’s interest or rights under this Section 4.

5. REPRESENTATIONS AND WARRANTIES

     Borrowers represent and warrant as follows:

     5.1. Due Organization and Authorization. Each Borrower and each of their Subsidiaries are duly existing and in good standing in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrowers’ businesses. In connection with the execution and delivery of this Agreement, Borrowers have delivered to Bank completed certificates substantially in the form attached hereto as ExhibitC each signed by each Borrower and Guarantor, respectively, entitled “Perfection Certificate”. Each Borrower represents and warrants to Bank that, as of the Effective Date, (a) such Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) such Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth such Borrower’s organizational identification number or accurately states that such Borrower has none; (d) the Perfection Certificate accurately sets forth such Borrower’s place of business, or, if more than one, its chief executive office as well as such Borrower’s mailing address (if different than its chief executive office); (e) except as otherwise described in the Perfection Certificate, such Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of organization, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to such Borrower and each of its Subsidiaries is accurate and complete. If a Borrower is not now a Registered Organization but later becomes one, such Borrower shall promptly notify Bank of such occurrence and provide Bank with such Borrower’s organizational identification number.

     The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with any Borrower’s organizational documents, nor constitute an event of default under any material agreement by which any Borrower is bound. No Borrower is in default under any agreement

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to which it is a party or by which it is bound, except for any defaults which could not reasonably be expected to have a material adverse effect on the Borrowers’ businesses, taken as a whole.

     5.2. Collateral. Each Borrower has good title to the Collateral, free of Liens except Permitted Liens. As of the Effective Date, each Borrower has no deposit account other than (a) the deposit accounts with Union Bank of California specified in the Union Bank Control Agreement, (b) the deposit accounts described in the Perfection Certificate delivered to Bank in connection herewith and (c) other deposit accounts located in the United States so long as the aggregate cash balances contained therein do not exceed $25,000 per account or $100,000 in the aggregate with respect to all such accounts.

     The Collateral is not in the possession of any third party bailee (such as a warehouse). Except as hereafter disclosed to Bank in writing by Borrowers, none of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate. In the event that any Borrower, after the date hereof, intends to store or otherwise deliver any material portion of the Collateral to a bailee, then such Borrower will first receive the written consent of Bank and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Bank.

     All Inventory is in all material respects of good and marketable quality, free from material defects.

     Each Borrower is the sole owner of its Intellectual Property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each Patent is valid and enforceable and no part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the best of each Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party.

     Except as noted on the Perfection Certificate, no Borrower is a party to, nor is bound by, any material license or other agreement with respect to which such Borrower is the licensee that prohibits or otherwise restricts such Borrower from granting a security interest in such Borrower’s interest in such license or agreement or any other property. Each Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on such Borrower’s business or financial condition (other than over-the-counter software that is commercially available to the public). Each Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the future.

     5.3. Accounts Receivable.

          (a) To the extent any Account is included in any Transaction Report as an “Eligible Account”, such Account shall constitute an Eligible Account as of the date of such Transaction Report.

          (b) All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of any Borrower’s Books are genuine and in all respects what they purport to be. All sales and other transactions underlying or giving rise to each Account shall comply in all material respects with all applicable laws and governmental rules and regulations. No Borrower has knowledge of any actual or imminent Insolvency Proceeding of any

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Account Debtor whose accounts are an Eligible Account in any Transaction Report. To the best of each Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms.

     5.4. Litigation. There are no actions or proceedings pending or, to the knowledge of the Responsible Officers, threatened in writing by or against any Borrower or any of its Subsidiaries that could reasonably be expected to result in a Material Adverse Change.

     5.5. No Material Deviation in Financial Statements. The consolidated financial statements for Holdings and its Subsidiaries for the fiscal year ended December 31, 2005, the fiscal quarter ended March 31, 2006 and any monthly statements since such date delivered to Bank fairly present in all material respects Holdings consolidated financial condition as of such date and Holdings consolidated results of operations for the period covered thereby. There has not been any Material Adverse Change since December 31, 2005.

     5.6. Solvency. Immediately prior to and after giving effect to the initial Credit Extensions and the Acquisition, the fair salable value of each Borrower’s assets (including goodwill minus disposition costs) exceeds the fair value of its liabilities; each Borrower is not left with unreasonably small capital; and each Borrower is able to pay its debts (including trade debts) as they mature.

     5.7. Regulatory Compliance. No Borrower is an “investment company” or a company “controlled” by an “investment company” under the Investment Company Act. No Borrower nor any of its Subsidiaries is a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company”, as such terms are defined in the Public Utility Holding Company Act of 2005; and no Borrower nor any of its Subsidiaries is subject to regulation as a “public utility” under the Federal Power Act, as amended. No Borrower is engaged as one of its important activities in extending credit for margin stock (under Regulations T and U of the Federal Reserve Board of Governors). Each Borrower is in compliance in all material respects with the Federal Fair Labor Standards Act and no Borrower has failed to meet the minimum funding requirements of ERISA, permitted a Reportable Event or Prohibited Transaction, as defined in ERISA, to occur; failed to comply with the Federal Fair Labor Standards Act; withdrawn or permitted any Subsidiary to withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred compensation plan which could reasonably be expected to result in any liability of any Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors. No Borrower has violated any laws, ordinances or rules, the violation of which could reasonably be expected to have a material adverse effect on its business. None of any Borrower’s or any of its Subsidiaries’ properties or assets has been used by such Borrower or any Subsidiary or, to the best of such Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than in compliance with applicable law (except for Sieger’s storage of hazardous substances in violation of such law including its failure to file toxic release inventory forms in 2000-2004 as required by the Emergency Planning Community Right to Know Act of 1986 which violation has since been remedied). Each Borrower and each of its Subsidiaries have obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all government authorities that are necessary to continue its business as currently conducted.

     5.8. Subsidiaries; Investments. No Borrower owns any stock, partnership interest or other equity securities except for Permitted Investments. As of the Effective Date, Borrowers and Ultra Clean International Holding Company (“International”) are the only direct Subsidiaries of Holdings, Shanghai is the only Subsidiary of International, and Borrowers have no Subsidiaries.

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     5.9. Tax Returns and Payments; Pension Contributions. Each Borrower has timely filed all required material tax returns and reports, and each Borrower has timely paid all material foreign, federal, state and local taxes, assessments, deposits and contributions owed by such Borrower. Each Borrower may defer payment of any contested taxes, provided that such Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, and (b) posts bonds or takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. No Borrower is aware of any claims or adjustments proposed for any of such Borrower’s prior tax years which could result in additional material taxes becoming due and payable by such Borrower. Each Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and no Borrower has withdrawn from participation in, and has permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of such Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

     5.10. Use of Proceeds. Borrowers shall use the proceeds of the Credit Extensions in connection with the Acquisition, as working capital, and to fund its general business requirements and not for personal, family, household or agricultural purposes.

     5.11. Full Disclosure. No written representation, warranty or other statement of any Borrower in any certificate or written statement given to Bank, as of the date such representations, warranties, or other statements were made, taken together with all such written certificates and written statements given to Bank, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates or statements not misleading (it being recognized by Bank that the projections and forecasts provided by a Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results).

6. AFFIRMATIVE COVENANTS

     Borrowers shall do all of the following:

     6.1. Government Compliance. Maintain its and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on such Borrower’s business or operations. Each Borrower shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on such Borrower’s business or operations.

     6.2. Financial Statements, Reports, Certificates.

          (a) Borrowers shall provide Bank with the following:

          (i) within fifteen (15) days after the end of each month, a Transaction Report so long as Borrowers maintain an Availability Amount of at least $3,000,000; otherwise, weekly. Notwithstanding the foregoing, in the event Borrowers are providing a monthly Transaction Report, but fail to maintain an Availability Amount of at least $3,000,000, Borrowers will be required to deliver eight (8) consecutive weekly Transaction Reports before the monthly reporting option shall be available to Borrowers;

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          (ii) within fifteen (15) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, and general ledger;

          (iii) as soon as available, and in any event within thirty (30) days after the end of each month, unaudited consolidated (and, for the first six (6) months following the Effective Date, consolidating with respect to Borrowers) financial statements of Holdings and its Subsidiaries, in each case as of the end of or for such month;

          (iv) within thirty (30) days after the end of each month. a Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, no Default or Event of Default had occurred and was continuing, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank shall reasonably request;

          (v) within thirty (30) days after the end of each fiscal year of Holdings, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Holdings, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Holdings’ board of directors, together with any related business forecasts used in the preparation of such annual financial projections; and

          (vi) as soon as available, and in any event within 120 days following the end of Holdings’ fiscal year, annual consolidated financial statements of Holdings and its Subsidiaries certified by, and with an unqualified opinion of, independent public accountants of recognized national standing or otherwise reasonably acceptable to Bank.

          (b) Within five (5) days after filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on such Borrower’s or another website on the Internet.

     6.3. Accounts Receivable.

          (a) Schedules and Documents Relating to Accounts. Borrowers shall deliver to Bank transaction reports and schedules of collections, as provided in Section 6.2, on Bank’s standard forms; provided, however, that a Borrower’s failure to execute and deliver the same shall not affect or limit Bank’s Lien and other rights in all of each Borrower’s Accounts, nor shall Bank’s failure to advance or lend against a specific Account affect or limit Bank’s Lien and other rights therein. If requested by Bank, Borrowers shall furnish Bank with copies (or, at Bank’s request, originals) of all contracts, orders, invoices, and other similar documents, and all shipping instructions, delivery receipts, bills of lading, and other evidence of delivery, for any goods the sale or disposition of which gave rise to such Accounts. In addition, Borrowers shall deliver to Bank, on its request, the originals of all instruments, chattel paper, security agreements, guarantees and other documents and property evidencing or securing any Accounts, in the same form as received, with all necessary endorsements, and copies of all credit memos.

          (b) Disputes. Borrowers shall promptly notify Bank of all disputes or claims relating to Accounts. Borrowers may forgive (completely or partially), compromise, or settle any Account for less than payment in full, or agree to do any of the foregoing so long as (i) Borrowers do so in good faith, in a commercially reasonable manner, in the ordinary course of business, in arm’s-length transactions, and

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reports the same to Bank in the regular reports provided to Bank; (ii) no Default or Event of Default has occurred and is continuing; and (iii) after taking into account all such discounts, settlements and forgiveness, the total outstanding Advances will not exceed the lesser of the Revolving Line or the Aggregate Borrowing Base.

          (c) Collection of Accounts. Borrowers shall have the right to collect all Accounts, unless and until a Default or an Event of Default has occurred and is continuing and Bank have notified the Borrowers under this Section. If a Default or an Event of Default has occurred and is continuing or if the Trigger Availability shall be less than $3,000,000, Borrowers shall hold all payments on, and proceeds of, Accounts in trust for Bank, and, if requested by Bank, Borrowers shall immediately deliver all such payments and proceeds to Bank in their original form, duly endorsed, to be applied to the Obligations pursuant to the terms of Section 9.4 hereof unless, provided that no Event of Default has occurred and is continuing, (i) a Streamline Period shall be in effect and/or (ii) the Trigger Availability shall be in excess of $3,000,000, all such payments and proceeds need not be applied to the Obligations. Bank may, in its good faith business judgment, require that all proceeds of Accounts be deposited by Borrowers into a lockbox account, or such other “blocked account” as Bank may specify, pursuant to a blocked account agreement in such form as Bank may specify in its good faith business judgment.

          (d) Returns. Upon the request of Bank, Borrowers shall promptly provide Bank with an Inventory return history.

          (e) Verification. Bank may, from time to time, verify directly with the respective Account Debtors the validity, amount and other matters relating to the Accounts, either in the name of one of Borrowers or Bank or such other name as Bank may choose.

          (f) No Liability. Bank shall not be responsible or liable for any shortage or discrepancy in, damage to, or loss or destruction of, any goods, the sale or other disposition of which gives rise to an Account, or for any error, act, omission, or delay of any kind occurring in the settlement, failure to settle, collection or failure to collect any Account, or for settling any Account in good faith for less than the full amount thereof, nor shall Bank be deemed to be responsible for any of Borrowers obligations under any contract or agreement giving rise to an Account. Nothing herein shall, however, relieve Bank from liability for its own gross negligence or willful misconduct.

     6.4. Remittance of Proceeds. Except as otherwise provided in Section 6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by any Borrower not later than the following Business Day after receipt by such Borrower, to be applied to the Obligations pursuant to the terms of Section 9.4 hereof; provided that, if no Default or Event of Default has occurred and is continuing, Borrowers shall not be obligated to remit to Bank the proceeds of the sale of worn out or obsolete Equipment disposed of by any Borrower in good faith in an arm’s length transaction for an aggregate purchase price of $250,000 or less (for all such transactions in any fiscal year) or of Transfers otherwise permitted by Section 7.1. Each Borrower agrees that it will not commingle proceeds of Collateral with any of such Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.

     6.5. Taxes; Pensions. Timely file all required material tax returns and reports and timely pay all material foreign, federal, state and local taxes, assessments, deposits and contributions owed by such Borrower except for deferred payment of any taxes contested pursuant to the terms of Section 5.9 hereof, and pay all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms.

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     6.6. Access to Collateral; Books and Records. At reasonable times, on three (3) Business Days’ notice not more than twice in any calendar year (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy each Borrower’s Books, the first of which shall be within six (6) months after the Effective Date. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $750 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrowers and Bank schedule an audit more than ten (10) days in advance, and Borrowers cancel or seek to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrowers shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

     6.7. Insurance. Keep its business and the Collateral insured for risks and in amounts standard for companies in Borrowers’ industry and location and as Bank may reasonably request. Insurance policies shall be in a form, with companies, and in amounts that are reasonably satisfactory to Bank. All property policies shall have a lender’s loss payable endorsement showing Bank as loss payee and waive subrogation against Bank, and all liability policies shall show, or have endorsements showing, Bank as an additional insured. All policies (or the loss payable and additional insured endorsements) shall provide that the insurer must give Bank at least twenty (20) days notice before canceling, amending, or declining to renew its policy. At Bank’s request, a Borrower shall deliver certified copies of policies and evidence of all premium payments. Proceeds payable under any policy shall, at Bank’s option, be payable to Bank on account of the Obligations. Notwithstanding the foregoing, (a) so long as no Event of Default has occurred and is continuing, Borrowers shall have the option of applying the proceeds of any casualty policy up to $50,000, in the aggregate, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (i) shall be of equal or like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Bank has been granted a first priority security interest, and (b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of Bank, be payable to Bank on account of the Obligations. If Borrowers fail to obtain insurance as required under this Section 6.7 or to pay any amount or furnish any required proof of payment to third persons and Bank, Bank may make all or part of such payment or obtain such insurance policies required in this Section 6.7, and take any action under the policies Bank deems prudent.

     6.8. Operating Accounts, Etc.

          (a) Within fifteen (15) Business Days of the Effective Date, deposit into one or more Collateral Accounts maintained with Bank all unrestricted cash of Borrowers in excess of $7,500,000.

          (b) (i) Maintain its and its Subsidiaries’ depository and operating accounts and lock boxes with Bank or (ii) so long as no Default or Event of Default shall have occurred and be continuing and the Trigger Availability is equal to or greater than $3,000,000, until such time as all such accounts and lock boxes are established and maintained with Bank, jointly and severally pay to Bank on the last day of each month a fee of $1,500.

          (c) Following the occurrence of a Default or Event of Default or in the event the Trigger Availability shall at anytime be less than $3,000,000, the Borrowers shall, and shall cause their Subsidiaries, to promptly (but in any Event within forty-five (45) days thereof) transfer all depository and operating accounts and lock boxes located within the United Stated (other than a deposit account whose balance at no time exceeds $25,000 and so long as the balance in all such accounts at no time exceeds $100,000) not maintained with Bank to Bank.

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          (d) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or its Affiliates or, to the extent that the Union Bank Control Agreement remains in place, Union Bank of California. In addition, for each Collateral Account that Borrowers at any time maintain, Borrowers shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Borrower’s employees and identified to Bank by such Borrower as such or any deposit account whose balance at no time exceeds $25,000 and so long as the balance in all such accounts at no time exceeds $100,000.

     6.9. Financial Covenants. Borrower shall maintain at all times on a consolidated basis with respect to Holdings and its Subsidiaries (except as otherwise provided in paragraph (c) below):

          (a) Senior Leverage Ratio. The ratio of Senior Funded Debt to EBITDA calculated as of the last day of each fiscal quarter for the four (4) consecutive fiscal quarters ending on such date (the “Senior Leverage Ratio”), of not more than 2.0 to 1.0; provided, however, the Senior Leverage Ratio determined as of (i) June 29, 2006 shall be the Senior Funded Debt as of such date divided by EBITDA for the 2^nd fiscal quarter of 2006 multiplied by 4, (ii) September 30, 2006 shall be the Senior Funded Debt as of such date divided by (EBITDA for the 2^nd and 3^rd fiscal quarters of 2006) multiplied by 2, and (iii) December 31, 2006 shall be the Senior Funded Debt as of such date divided by (EBITDA for the 2^nd, 3^rd and 4^th fiscal quarters of 2006) multiplied by 1.333, in each case calculated on a proforma basis after giving effect to the Acquisition as of the first day of such period.

          (b) Fixed Charge Coverage Ratio. The ratio of EBITDA to Fixed Charges as of the last day of each fiscal quarter for the two (2) consecutive fiscal quarters ending on such date (the “Fixed Charge Coverage Ratio”), of at least 2.0 to 1.0; provided, however, the Fixed Charge Coverage Ratio determined as of June 29, 2006 shall be EBITDA for the 2^nd fiscal quarter of 2006 divided by Fixed Charges for the 2^nd fiscal quarter of 2006.

          (c) Liquidity. Borrowers’ unrestricted cash and Cash Equivalents plus the Committed Availability of at least $5,000,000.

     6.10. Protection and Registration of Intellectual Property Rights. Borrowers shall: (a) protect, defend and maintain the validity and enforceability of its material Intellectual Property; (b) promptly advise Bank in writing of material infringements of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrowers’ business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. If any Borrower decides to register any material copyrights or mask works in the United States Copyright Office, such Borrower shall: (x) provide Bank with at least five (5) days prior written notice of its intent to register such copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an Intellectual Property security agreement or such other documents as Bank may reasonably request to maintain the perfection and priority of Bank’s security interest in the copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such Intellectual Property security agreement with the United States Copyright Office contemporaneously with filing the copyright or mask work application(s) with the United States Copyright Office. Borrowers shall promptly provide to Bank a copy of any such application(s) filed with the United States Copyright Office together with evidence of the recording of the Intellectual Property security agreement necessary for Bank to maintain the perfection and priority of its security interest in such copyrights or mask works. Borrowers shall provide written notice to Bank of any material application filed by any Borrower in the

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United States Patent and Trademark Office for a patent or to register a trademark or service mark within 30 days after any such filing.

     6.11. Identification of Subsidiaries; Provision of Collateral.

     (a) If and whenever any direct or indirect Domestic Subsidiary of a Borrower shall be created, formed or acquired by a Borrower or any of its Subsidiaries at any time after the Effective Date:

     (i) furnish to Bank a written notice identifying such Subsidiary and setting forth with respect to such Subsidiary all of the following information: (A) the State or other jurisdiction of organization or formation of each such Person; (B) the number of authorized and outstanding shares or other units of each class of equity interests in each such Person; and (C) with respect to each Subsidiary of such Borrower, (1) each Person which owns or controls (whether legally or beneficially) any of the equity interests of each such Subsidiary, and (2) the number of shares or units of each class or kind of equity interests so owned or controlled by each such Person; and

     (ii) promptly comply with, and cause such Subsidiary to comply with, the applicable terms of paragraph (b) of this Section 6.11.

     (b) Promptly (and in any event within five (5) days) after the creation or formation or the consummation of the acquisition of any new Subsidiary of the Borrower:

     (i) in the case of any acquisition of equity interests of any such Subsidiary by a Borrower or its Subsidiaries, whether in connection with the creation, formation or acquisition of a Subsidiary or otherwise: (A) deliver or cause to be delivered to Bank in pledge all of the certificates, if any, representing such equity interests, such equity interests together with transfer or stock powers to be held by Bank in pledge in accordance with the terms of the Securities Pledge Agreement (provided that no such Domestic Subsidiary shall be required to pledge more than 65% of the equity interests in any of its Foreign Subsidiaries); and (B) cause such Subsidiary to execute and deliver to Bank (1) joinder agreements in form and substance reasonably satisfactory to Bank upon the terms of which such Subsidiary shall become a party to and bound by (a) this Agreement as a “Borrower” or by a guaranty as a “guarantor”, (b) an intellectual property security agreement substantially in the form of the IP Security Agreements, and (c) a securities pledge agreement in substantially the form of the Securities Pledge Agreement, the effect of which shall be that, as of the date set forth in such joinder agreements, such Subsidiary shall become a party to each such instrument, as applicable, and be bound by the terms thereof, (2) a duly completed Perfection Certificate, and (3) such UCC financing statements and other security instruments as shall be reasonably required by Bank to perfect the security interests and Liens in Collateral being pledged and granted by such Subsidiary pursuant to a security agreement and the other collateral documents; and

     (ii) in each such case, provide to Bank all such other documentation, organizational documents and resolutions as Bank shall reasonably deem necessary in connection with such Acquisition or the creation, formation or acquisition of such Subsidiary.

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     6.12. Litigation Cooperation. From the date hereof and continuing through the termination of this Agreement, make available to Bank, without expense to Bank, such Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower.

     6.13. Further Assurances. Borrower shall execute any further instruments and take further action as Bank reasonably requests to perfect or continue Bank’s Lien in the Collateral or to effect the purposes of this Agreement.

7. NEGATIVE COVENANTS

     No Borrower shall do any of the following without Bank’s prior written consent:

     7.1. Dispositions. Convey, sell, lease, transfer or otherwise dispose of (collectively, “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for (a) Transfers of Inventory in the ordinary course of business; (b) Transfers of worn-out, damaged or obsolete Equipment; (c) Transfers in connection with Permitted Liens and Permitted Investments; (d) the use or Transfer of money or Cash Equivalents in the ordinary course; (e) the licensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business; (f) Transfers to another Borrower or their respective Subsidiaries, or to Shanghai provided that any such Transfers to Shanghai shall be upon fair and reasonable terms that are no less favorable to Borrowers than would be obtained in an arm’s length transaction with a non-affiliated Person or shall not exceed, in the aggregate, $1,000,000 (in cash plus Equipment) during the term of this Agreement; (g) Transfers in connection with any transaction permitted under Section 7.3 or 7.7; and (h) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, other Transfers (other than Accounts) at fair market value, the net cash proceeds of which shall not exceed $250,000 in any fiscal year.

     7.2. Changes in Business, Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by such Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) permit or suffer any Change in Control. No Borrower shall without at least fifteen (15) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than $25,000) in Borrowers’ assets or property), (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name (except in connection with the Acquisition on the Effective Date), or (5) change any organizational number (if any) assigned by its jurisdiction of organization; provided that a Borrower may change its name so long as such Borrower notifies Bank of such change within twenty (20) days prior to the effectiveness thereof and provides any financing statements necessary to perfect and continue perfected the Bank’s liens in the Collateral.

     7.3. Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person, except (i) in connection with the Acquisition on the Effective Date; (ii) a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.

     7.4. Indebtedness. Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness.

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     7.5. Encumbrance. (a) Except for Permitted Liens, create, incur, or allow any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, or permit any Collateral not to be subject to the first priority security interest granted herein; or (b) be a party to any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting any Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of such Borrower’s or any Subsidiary’s Intellectual Property, except for (i) any such restrictions and conditions imposed by law or regulation or by any Loan Document or Merger Document; (ii) any such restrictions and conditions permitted under Section 7.1 hereof or the definition of “Permitted Lien” herein, (iii) any such restrictions and conditions existing on the date hereof (but shall not apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iv) customary restrictions and conditions contained in agreements relating to the sale of any assets pending such sale, provided that such restrictions and conditions apply only to the assets that are to be sold and such sale is permitted hereunder; (v) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness; (vi) customary provisions in leases or licenses of Intellectual Property restricting the assignment thereof; and (vii) any such restrictions or conditions (A) on cash or other deposits imposed by lessors or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business, or (B) existing under, by reason of or with respect to Indebtedness incurred to refinance any Indebtedness, in each case as permitted under Section 7.4; provided that the restrictions contained in the agreements governing the Indebtedness incurred to refinance Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced.

     7.6. Maintenance of Collateral Accounts. Maintain any Collateral Account except pursuant to the terms of Section 6.8(b) hereof.

     7.7. Investments; Distributions. (a) Directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so; or (b) pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock (“Restricted Payments’), provided that (i) each Borrower or any Subsidiary may pay dividends solely in common stock; (ii) any Subsidiary of Borrowers may pay dividends to its direct parent, (iii) any Loan Party may make Restricted Payments in connection with the consummation of the Acquisition or any other transaction contemplated by the Merger Documents as in effect on the Effective Date, (iv) Sieger may make advances to each of its members (collectively, the “Member Advances”) in an amount sufficient to cover that member’s actual tax liability due and payable as a result of income of Sieger attributed to the member during any period that Sieger is eligible for taxation as a limited liability company under the Internal Revenue Code; provided, however, that no Member Advances may be made if, at the time thereof, an Event of Default has occurred and is continuing or would result therefrom; (v) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, each Borrower or any of its Subsidiaries may make Restricted Payments to Holdings to permit Holdings to (A) purchase or redeem its stock in connection with and pursuant to the terms of employee benefit and stock option plans, in an amount not exceed, in the aggregate, $500,000 during the term of this Agreement, or (B) pay income taxes, franchise fees and other fees required to maintain its existence and provide for other operating costs; (vi) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, any Loan Party may make Restricted Payments that constitute (or permit Holdings or any of its Subsidiaries to pay) fees permitted by Section 7.8; and (vii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, make Restricted Payments to Holdings solely for the purpose of making Investments by Holdings in Shanghai that do not exceed $1,000,000 (in cash plus Equipment) per annum.

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     7.8. Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrowers, except for (i) transactions that are upon fair and reasonable terms that are no less favorable to Borrowers than would be obtained in an arm’s length transaction with a non-affiliated Person which would be otherwise permitted hereunder; (ii) the payment of reasonable fees, compensation to, and any indemnity provided for the benefit of, outside directors of Holdings; (iii) the consummation of the Acquisition or any other related transaction contemplated by the Merger Documents as in effect on the Effective Date and the entering into or payment of any amount in connection therewith; (iv) transactions permitted under Section 7.3; (v) Restricted Payments permitted under Section 7.7(b); and (vi) Investments permitted under Section 7.7(a) .

     7.9. Subordinated Debt. Make or permit to be made any payment on any Subordinated Debt, or amend any provision in any document relating to the Subordinated Debt which would increase the amount thereof or adversely affect the subordination thereof to Obligations owed to Bank.

8. EVENTS OF DEFAULT

     Any one of the following shall constitute an event of default (an “Event of Default”) under this Agreement:

     8.1. Payment Default. Any Borrower fails to (a) make any payment of principal or interest on any Credit Extension on its due date, or (b) pay any other Obligations within ten (10) Business Days after such Obligations are due and payable. During the cure period, the failure to cure the payment default is not an Event of Default (but no Credit Extension will be made during the cure period);

     8.2. Covenant Default.

          (a) Any Borrower fails or neglects to perform any obligation in Sections 6.2 within five (5) days after such obligation is required to be performed (but if an Event of Default has occurred and is continuing, such five (5) day grace period shall not be applicable), 6.8, 6.9, or violates any covenant in Section 7; or

          (b) Any Borrower fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement, any Loan Documents, and as to any default (other than those specified in Section 8 below) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within fifteen (15) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the fifteen (15) day period or cannot after diligent attempts by such Borrower be cured within such fifteen (15) day period, and such default is likely to be cured within a reasonable time, then such Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;

     8.3. Material Adverse Change. A Material Adverse Change occurs;

     8.4. Attachment. (a) Any material portion of any Borrower’s assets is attached, seized, levied on, or comes into possession of a trustee or receiver and the attachment, seizure or levy is not removed in ten (10) days; (b) the service of process upon Bank seeking to attach, by trustee or similar process, any funds of such Borrower on deposit with Bank, or any entity under control of such Borrower (including a Subsidiary); (c) Borrower is enjoined, restrained, or prevented by court order from

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conducting a material part of its business; (d) a judgment or other claim in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate becomes a Lien on any of such Borrower’s assets; or (e) a notice of lien, levy, or assessment is filed against any of such Borrower’s assets by any government agency and not paid within ten (10) days after such Borrower receives notice. These are not Events of Default if stayed or if a bond is posted pending contest by such Borrower (but no Credit Extensions shall be made during the cure period);

     8.5. Insolvency. (a) Any Borrower is unable to pay its debts (including trade debts) as they become due; (b) any Borrower voluntarily begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against such Borrower and not dismissed or stayed within thirty (30) days (but no Credit Extensions shall be made while of any of the conditions described in clause (a) exist and/or until any Insolvency Proceeding is dismissed);

     8.6. Other Agreements. There is a default in any agreement to which any Borrower or Holdings is a party with a third party or parties resulting in a matured right (after giving effect to all applicable notice requirements and grace and cure periods) by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in a principal amount in excess of Two Hundred Fifty Thousand Dollars ($250,000), other than and only to the extent any such Indebtedness that is supported, directly or indirectly, by a Letter of Credit issued hereunder;

     8.7. Judgments. A judgment or judgments for the payment of money in an amount, individually or in the aggregate, of at least Two Hundred Fifty Thousand Dollars ($250,000) (not covered by independent third-party insurance) shall be rendered against any Borrower and shall remain unsatisfied and unstayed for a period of thirty (30) days after the entry thereof (provided that no Credit Extensions will be made prior to the satisfaction or stay of such judgment);

     8.8. Misrepresentations. Any Borrower makes any representation, warranty, or other statement now or later in this Agreement, any Loan Document or in any writing delivered to Bank or to induce Bank to enter this Agreement or any Loan Document, and such representation, warranty, or other statement is incorrect in any material respect when made;

     8.9. Subordinated Debt. A default or breach occurs under any agreement between any Borrower and any creditor of such Borrower that signed a subordination, intercreditor, or other similar agreement with Bank, or any creditor that has signed such an agreement with Bank breaches any terms of such agreement; or

     8.10. Guaranty. (a) The Guaranty or any other guaranty of any Obligations terminates or ceases for any reason other than the expiration or voluntary release of such guaranty to be in full force and effect; (b) Guarantor or any other guarantor does not perform any obligation or covenant under the Guaranty of the Obligations; (c) any circumstance described in Sections 8.4, 8.5, 8.7, or 8.8. occurs with respect to Guarantor or any other guarantor, or (d) the liquidation, winding up, or termination of existence of Guarantor or any other guarantor.

9. BANK’S RIGHTS AND REMEDIES

     9.1. Rights and Remedies. While an Event of Default occurs and continues Bank may, without notice or demand, do any or all of the following:

          (a) declare all Obligations immediately due and payable (but if an Event of Default described in Section 8.5 occurs all Obligations are immediately due and payable without any action by Bank);

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          (b) stop advancing money or extending credit for any Borrower’s benefit under this Agreement or under any other agreement between any Borrower and Bank;

          (c) demand that Borrowers (i) deposit cash with Bank in an amount equal to the aggregate amount of any Letters of Credit remaining undrawn, as collateral security for the repayment of any future drawings under such Letters of Credit, and Borrowers shall forthwith jointly and severally deposit and pay such amounts, and (ii) pay in advance all Letter of Credit fees scheduled to be paid or payable over the remaining term of any Letters of Credit;

          (d) terminate any FX Contracts;

          (e) settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Bank considers advisable, notify any Person owing any Borrower money of Bank’s security interest in such funds, and verify the amount of such account;

          (f) make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its security interest in the Collateral. Each Borrower shall assemble the Collateral if Bank requests and make it available as Bank designates. Bank may enter premises where the Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred. Each Borrower grants Bank a license to enter and occupy any of its premises, without charge, to exercise any of Bank’s rights or remedies;

          (g) apply to the Obligations any (i) balances and deposits of each Borrower it holds, or (ii) any amount held by Bank owing to or for the credit or the account of each Borrower;

          (h) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral. Bank is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, each Borrower’s labels, patents, copyrights, mask works, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Bank’s exercise of its rights under this Section, Borrower’s rights under all licenses and all franchise agreements inure to Bank’s benefit;

          (i) place a “hold” on any account maintained with Bank and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral;

          (j) demand and receive possession of each Borrower’s Books; and

          (k) exercise all rights and remedies available to Bank under the Loan Documents or at law or equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof).

     9.2. Power of Attorney. Each Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse such Borrower’s name on any checks or other forms of payment or security; (b) sign such Borrower’s name on any invoice or bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Bank determines reasonable; (d) make, settle, and adjust all claims under such Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse

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claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Bank or a third party as the Code permits. Each Borrower hereby appoints Bank as its lawful attorney-in-fact to sign such Borrower’s name on any documents necessary to perfect or continue the perfection of any security interest regardless of whether an Event of Default has occurred until all Obligations have been satisfied in full and Bank is under no further obligation to make Credit Extensions hereunder. Bank’s foregoing appointment as such Borrower’s attorney in fact, and all of Bank’s rights and powers, coupled with an interest, are irrevocable until all Obligations have been fully repaid and performed and Bank’s obligation to provide Credit Extensions terminates.

     9.3. Protective Payments. If any Borrower fails to obtain the insurance called for by Section 6.7 or fails to pay any premium thereon or fails to pay any other amount which such Borrower is obligated to pay under this Agreement or any other Loan Document, Bank may obtain such insurance or make such payment, and all amounts so paid by Bank are Bank Expenses and immediately due and payable, bearing interest at the then highest applicable rate, and secured by the Collateral. Bank will make reasonable efforts to provide such Borrower with notice of Bank obtaining such insurance at the time it is obtained or within a reasonable time thereafter. No payments by Bank are deemed an agreement to make similar payments in the future or Bank’s waiver of any Event of Default.

     9.4. Application of Payments and Proceeds. Unless an Event of Default has occurred and is continuing, Bank shall apply any funds in its possession, whether from Borrowers account balances, payments, or proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, first, to the principal of the Obligations; second, to Bank Expenses, including without limitation, the reasonable costs, expenses, liabilities, obligations and attorneys’ fees incurred by Bank in the exercise of its rights under this Agreement; third, to the interest due upon any of the Obligations; and finally, to any applicable fees and other charges, in such order as Bank shall determine in its sole discretion. Any surplus shall be paid to any Borrowers by credit to the Designated Deposit Account or other Persons legally entitled thereto; each Borrowers shall remain jointly and severally liable to Bank for any deficiency. If an Event of Default has occurred and is continuing, Bank may apply any funds in its possession, whether from any Borrower account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise, to the Obligations in such order as Bank shall determine in its sole discretion. Any surplus shall be paid to any Borrower by credit to the Designated Deposit Account or to other Persons legally entitled thereto; each Borrower shall remain jointly and severally liable to Bank for any deficiency. If Bank, in its good faith business judgment, directly or indirectly enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, Bank shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction of the Obligations until the actual receipt by Bank of cash therefor.

     9.5. Bank’s Liability for Collateral. So long as Bank complies with reasonable banking practices regarding the safekeeping of the Collateral in the possession or under the control of Bank, Bank shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage to the Collateral; (c) any diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person. Each Borrower bears all risk of loss, damage or destruction of the Collateral.

     9.6. No Waiver; Remedies Cumulative. Bank’s failure, at any time or times, to require strict performance by any Borrower of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish any right of Bank thereafter to demand strict performance and compliance herewith or therewith. No waiver hereunder shall be effective unless signed by Bank and then is only effective for the specific instance and purpose for which it is given. Bank’s rights and remedies under

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this Agreement and the other Loan Documents are cumulative. Bank has all rights and remedies provided under the Code, by law, or in equity. Bank’s exercise of one right or remedy is not an election, and Bank’s waiver of any Event of Default is not a continuing waiver. Bank’s delay in exercising any remedy is not a waiver, election, or acquiescence.

     9.7. Demand Waiver. Each Borrower waives demand, notice of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees held by Bank on which Borrower is liable.

10. NOTICES

     All notices, consents, requests, approvals, demands, or other communication (collectively, “Communication”), other than Advance requests made pursuant to Section 3.4, by any party to this Agreement or any other Loan Document must be in writing and be delivered or sent by facsimile at the addresses or facsimile numbers listed below. Bank or Borrower may change its notice address by giving the other party written notice thereof. Each such Communication shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, registered or certified mail, return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by facsimile transmission (with such facsimile promptly confirmed by delivery of a copy by personal delivery or United States mail as otherwise provided in this Section 10); (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address or facsimile number indicated below. Advance requests made pursuant to Section 3.4 must be in writing and may be in the form of electronic mail, delivered to Bank by Borrower at the e-mail address of Bank provided below and shall be deemed to have been validly served, given, or delivered when sent (with such electronic mail promptly confirmed by delivery of a copy by personal delivery or United States mail as otherwise provided in this Section 10). Bank or Borrower may change its address, facsimile number, or electronic mail address by giving the other party written notice thereof in accordance with the terms of this Section 10.

If to Borrower:	Ultra Clean Technology Systems and Services,
	150 Independence Drive
	Menlo Park, CA 94025
	Attn: Jack Sexton
	Fax: 650-326-0929
	Email: jsexton@uct.com
If to Bank:	Silicon Valley Bank – Mail Sort NC 200
	3979 Freedom Circle, Suite 600
	Santa Clara, CA 95054
	Attn: Chitra Arunachalam
	Fax: 408-654-5517
	Email: carunachalam@svb.com

11. CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER

     California law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Santa Clara County, California; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor

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of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid.

     TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

     WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies of any nature between them arising at any time shall be decided by a reference to a private judge, mutually selected by the parties (or, if they cannot agree, by the Presiding Judge of the Santa Clara County, California Superior Court) appointed in accordance with California Code of Civil Procedure Section 638 (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts), sitting without a jury, in Santa Clara County, California; and the parties hereby submit to the jurisdiction of such court. The reference proceedings shall be conducted pursuant to and in accordance with the provisions of California Code of Civil Procedure §§ 638 through 645.1, inclusive. The private judge shall have the power, among others, to grant provisional relief, including without limitation, entering temporary restraining orders, issuing preliminary and permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional relief, but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party may apply to the Santa Clara County, California Superior Court for such relief. The proceeding before the private judge shall be conducted in the same manner as it would be before a court under the rules of evidence applicable to judicial proceedings. The parties shall be entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings. The private judge shall oversee discovery and may enforce all discovery rules and order applicable to judicial proceedings in the same manner as a trial court judge. The parties agree that the selected or appointed private judge shall have the power to decide all issues in the action or proceeding, whether of fact or of law, and shall report a statement of decision thereon pursuant to the California Code of Civil Procedure § 644(a). Nothing in this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose against collateral, or obtain provisional remedies. The private judge shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph.

12. GENERAL PROVISIONS

     12.1. Successors and Assigns. This Agreement binds and is for the benefit of the successors and permitted assigns of each party. No Borrower may assign this Agreement or any rights or obligations under it without Bank’s prior written consent (which consent may be granted or withheld in Bank’s

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discretion) and Bank may not assign this Agreement or any rights or obligations under it without Borrowers’ prior written consent (unless a Default or Event of Default shall have occurred and be continuing); provided that Bank has the right, without the consent of or notice to Borrower, to sell, transfer, negotiate, or grant participation in all or any part of, or any interest in, Bank’s obligations, rights, and benefits under this Agreement and the other Loan Documents.

     12.2. Indemnification. Borrower agrees to indemnify, defend and hold Bank and its directors, officers, employees, agents, attorneys, or any other Person affiliated with or representing Bank harmless against: (a) all obligations, demands, claims, and liabilities (collectively, “Claims”) asserted by any other party in connection with the transactions contemplated by the Loan Documents; and (b) all losses or Bank Expenses incurred, or paid by Bank from, following, or arising from transactions between Bank and Borrower (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by Bank’s gross negligence or willful misconduct.

     12.3. Limitation of Actions.Any claim or cause of action by Borrower against Bank, its directors, officers, employees, agents, accountants, attorneys, or any other Person affiliated with or representing Bank based upon, arising from, or relating to this Loan Agreement or any other Loan Document, or any other transaction contemplated hereby or thereby or relating hereto or thereto, or any other matter, cause or thing whatsoever, occurred, done, omitted or suffered to be done by Bank, its directors, officers, employees, agents, accountants or attorneys, shall be barred unless asserted by Borrower by the commencement of an action or proceeding in a court of competent jurisdiction by the filing of a complaint within one year after the first act, occurrence or omission upon which such claim or cause of action, or any part thereof, is based, and the service of a summons and complaint on an officer of Bank, or on any other person authorized to accept service on behalf of Bank, within thirty (30) days thereafter. Borrower agrees that such one-year period is a reasonable and sufficient time for Borrower to investigate and act upon any such claim or cause of action. The one-year period provided herein shall not be waived, tolled, or extended except by the written consent of Bank in its sole discretion. This provision shall survive any termination of this Loan Agreement or any other Loan Document.

     12.4. Time of Essence. Time is of the essence for the performance of all Obligations in this Agreement.

     12.5. Severability of Provisions. Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision.

     12.6. Amendments in Writing; Integration. All amendments to this Agreement must be in writing signed by both Bank and Borrower. This Agreement and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents.

     12.7. Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, are an original, and all taken together, constitute one Agreement.

     12.8. Survival. All covenants, representations and warranties made in this Agreement continue in full force until this Agreement has terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been satisfied. The obligation of Borrower in Section 12.2 to

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indemnify Bank shall survive until the statute of limitations with respect to such claim or cause of action shall have run.

     12.9. Confidentiality. In handling any confidential information, Bank shall exercise the same degree of care that it exercises for its own proprietary information, but disclosure of information may be made: (a) to Bank’s Subsidiaries or Affiliates; (b) to prospective transferees or purchasers of any interest in the Credit Extensions (provided, however, Bank shall use commercially reasonable efforts to obtain such prospective transferee’s or purchaser’s agreement to the terms of this provision); (c) as required by law, regulation, subpoena, or other order; (d) to Bank’s regulators or as otherwise required in connection with Bank’s examination or audit; and (e) as Bank considers appropriate in exercising remedies under this Agreement. Confidential information does not include information that either: (i) is in the public domain or in Bank’s possession when disclosed to Bank, or becomes part of the public domain after disclosure to Bank; or (ii) is disclosed to Bank by a third party, if Bank does not know that the third party is prohibited from disclosing the information.

     12.10. Attorneys’ Fees, Costs and Expenses. In any action or proceeding between Borrower and Bank arising out of or relating to the Loan Documents, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled.

     12.11. Waiver of Surety Defenses. To the extent permitted by applicable law, each Borrower hereby waives any and all defenses and rights of discharge based upon suretyship or impairment of collateral (including lack of attachment or perfection with respect thereto) that it may now have or may hereafter acquire with respect to Bank or any of its Obligations hereunder, under any Loan Document or under any other agreement that it may have or may hereafter enter into with Bank.

     12.12. Joint and Several Obligations and Related Matters. The obligations of each Borrower hereunder and under the other Loan Documents shall be joint and several in nature notwithstanding which Borrower actually or directly received the proceeds of any particular Credit Extension. Each Borrower acknowledges that for purposes of the Loan Documents, Borrowers constitute a single integrated financial entity or enterprise and that each receives a benefit from the availability of the financing hereunder to all Borrowers. Each Borrower waives all defenses arising under the laws of suretyship, to the extent that such laws are applicable, in connection with its joint and several obligations under this Agreement and the other Loan Documents.

     12.13. Subordination of Claims. As further consideration for the Credit Extensions by the Bank Borrowers and as a material inducement to Bank to make the Credit Extensions and accept this Agreement, each Borrower hereby irrevocably subordinates in all respects all claims, whether based in equity or law, whether by contract, statute or otherwise, that it might now or hereafter have against other Borrower or that arise from the existence or performance of the Obligations under this Agreement, including, but not limited to, any right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation, to any and all of the Obligations of such Borrower to Bank hereunder and under the other Loan Documents.

     12.14. USA PATRIOT Act Notice. Bank hereby notifies Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies Borrowers, which information includes the name and address of Borrowers and other information that will allow Bank to identify Borrowers in accordance with the Act.

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     12.15. Name Change of Pete Acquisition to UCT Sieger Engineering LLC. Substantially simultaneously with the consummation of the Acquisition, the name of Pete Acquisition LLC shall be changed to UCT Sieger Engineering LLC by filing such name change with the Secretary of State of the State of Delaware. From and after such time, all references to Sieger shall mean UCT Sieger Engineering LLC, a Delaware limited liability company.

     13. DEFINITIONS

     13.1. Definitions. As used in this Agreement, the following terms have the following meanings:

     “Account” is any “account” as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower.

     “Account Debtor” is any “account debtor” as defined in the Code with such additions to such term as may hereafter be made.

     “Acquisition” means the mergers and acquisitions resulting in the acquisition of Sieger by Holdings on or prior to the Effective Date as contemplated the Merger Documents.

     “Advance” or “Advances” means an advance (or advances) under the Revolving Line.

     “Affiliate” of any Person is a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Person’s senior executive officers, directors, partners and, for any Person that is a limited liability company, that Person’s managers and members.

     “Agreement” is defined in the preamble hereof.

     “Availability Amount” is (a) the lesser of (i) the Revolving Line or (ii) the Borrowing Base minus (b) the amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit) plus an amount equal to the Letter of Credit Reserves, minus (c) the FX Reserve, and minus (d) the outstanding principal balance of any Advances (including any amounts used for Cash Management Services).

     “Bank” is defined in the preamble hereof.

     “Bank Expenses” are all audit fees and expenses, costs, and expenses (including reasonable attorneys’ fees and expenses) of Bank for preparing, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred by Bank with respect to Borrower.

     “Bankruptcy-Related Defaults” is defined in Section 9.1.

     “Borrower” and “Borrowers” is defined in the preamble hereof.

     “Borrowers’ Books” are all Borrowers’ books and records including ledgers, federal and state tax returns, records regarding Borrowers’ assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information.

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     “Borrowing Base” is 80% of Eligible Accounts less Reserves as determined by Bank from Borrowers’ most recent Transaction Report; provided, however, that Bank may decrease the foregoing percentage in its good faith business judgment based on events, conditions, contingencies, or risks which, as determined by Bank, may adversely affect Collateral.

     “Borrowing Resolutions” are, with respect to any Person, those resolutions adopted by such Person’s Board of Directors or members and delivered by such Person to Bank approving the Loan Documents to which such Person is a party and the transactions contemplated thereby, together with a certificate executed by its secretary or other authorized officer on behalf of such Person certifying that (a) such Person has the authority to execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party, (b) that attached as Exhibit A to such certificate is a true, correct, and complete copy of the resolutions then in full force and effect authorizing and ratifying the execution, delivery, and performance by such Person of the Loan Documents to which it is a party, (c) the name(s) of the Person(s) authorized to execute the Loan Documents on behalf of such Person, together with a sample of the true signature(s) of such Person(s), and (d) that Bank may conclusively rely on such certificate unless and until such Person shall have delivered to Bank a further certificate canceling or amending such prior certificate.

     “Business Day” is any day that is not a Saturday, Sunday or a day on which Bank is closed.

     “Cash Equivalents” means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within 1 year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor’s Rating Group (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”); (c) commercial paper maturing no more than one (1) year after its creation and, at the time of acquisition, having the highest rating from either S&P or Moody’s; (d) Bank’s certificates of deposit issued maturing no more than one (1) year after issue; (e) Deposit Accounts, certificates of deposit or, bankers’ acceptances or time deposits maturing within 1 year from the date of acquisition thereof issued by or guaranteed by or placed with any bank organized under the laws of the United States or any state thereof having at the date of acquisition thereof combined capital and surplus of not less than $250,000,000; (f) Deposit Accounts maintained with (i) any bank that satisfies the criteria described in clause (e) above or (ii) any other bank organized under the laws of the United States or any state thereof so long as the amount maintained with any such other bank is less than or equal to $100,000; (g) fully collateralized repurchase agreements with a term not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria in clause (e) above; (h) money market funds substantially all of the assets of which are invested in the kinds of assets described in clauses (a) through (g) of this definition. In addition, for all purposes hereunder other than the calculation of the liquidity covenant set forth in Section 6.9(c), Cash Equivalents shall also include foreign investments substantially comparable to any of the foregoing in connection with managing cash of any Subsidiary having operations in a foreign country.

     “Cash Management Services” is defined in Section 2.1.4.

     “Cash Management Services Sublimit” is defined in Section 2.1.4.

     “Change in Control” means any event, transaction, or occurrence as a result of which Holdings shall directly or indirectly own less than 100% of the outstanding capital stock of any Subsidiary.

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     “Code” is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of California; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Bank’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of California, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes on the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions.

     “Collateral” is any and all properties, rights and assets of Borrower described on Exhibit A.

     “Collateral Account” is any Deposit Account, Securities Account, or Commodity Account.

     “Collateral Assignment of Merger Documents” that certain Collateral Assignment of Merger Documents executed and delivered by Holdings and Borrowers to Bank dated as of the Effective Date.

     “Committed Availability” means, as the date of determination, an amount equal to the sum of the Revolving Line availability minus all outstanding Credit Extensions.

     “Commodity Account” is any “commodity account” as defined in the Code with such additions to such term as may hereafter be made.

     “Communication” is defined in Section 10.

     “Compliance Certificate” is that certain certificate in the form attached hereto as Exhibit E.

     “Contingent Obligation” is, for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any Indebtedness or any obligation referred to in clauses (b) and (c) below of another such as an obligation directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse by that Person, or for which that Person is directly or indirectly liable; (b) any obligations for undrawn letters of credit for the account of that Person; and (c) all obligations from any interest rate, currency or commodity swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; but “Contingent Obligation” does not include endorsements in the ordinary course of business. The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liability for it determined by the Person in good faith; but the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement.

     “Control Agreement” is any control agreement entered into among the depository institution at which any Borrower maintains a Deposit Account or the securities intermediary or commodity intermediary at which Borrower maintains a Securities Account or a Commodity account, such Borrower, and Bank pursuant to which Bank obtains control (within the meaning of the Code) over such Deposit Account, Securities Account, or Commodity Account.

     “Credit Extension” is any Advance, Letter of Credit, Term Loan, FX Forward Contract, amount utilized for Cash Management Services, or any other extension of credit by Bank for Borrower’s benefit.

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     “Current Assets” are amounts that under GAAP should be included on that date as current assets on Borrower’s consolidated balance sheet.

     “Default” means any event which with notice or passage of time or both, would constitute an Event of Default.

     “Default Rate” is defined in Section 2.3(b).

     “Deferred Revenue” is all amounts received or invoiced in advance of performance under contracts and not yet recognized as revenue.

     “Deposit Account” is any “deposit account” as defined in the Code with such additions to such term as may hereafter be made.

     “Designated Deposit Account” is Borrower’s deposit account, account number 3300538419, maintained with Bank.

     “Dollars,” “dollars” and “$” each mean lawful money of the United States.

     “Domestic Subsidiary” means a Subsidiary organized under the laws of the United States or any state or territory thereof or the District of Columbia.

     “EBITDA” shall mean (a) Net Income, plus to the extent included in the determination of Net Income, (b) net Interest Expense, plus (c) depreciation expense, (d) amortization expense, (e) income tax expense, (f) all other charges which are both non-cash and non-recurring, (g) any non-cash amounts related to the granting of stock options in accordance with FAS 123R, plus (h) all non-cash income.

     “Effective Date” is the date Bank executes this Agreement and as indicated on the signature page hereof.

     “Eligible Accounts” are Accounts which arise in the ordinary course of each Borrower’s business that meet all such Borrower’s representations and warranties in Section 5.3. Bank reserves the right at any time and from time to time after the Effective Date, to adjust any of the criteria set forth below and to establish new criteria in its good faith business judgment. Unless Bank agrees otherwise in writing, Eligible Accounts shall not include:

          (a) Accounts that the Account Debtor has not paid within ninety (90) days of invoice date;

          (b) Accounts owing from an Account Debtor, fifty percent (50%) or more of whose Accounts have not been paid within ninety (90) days of invoice date;

          (c) Credit balances over ninety (90) days from invoice date;

          (d) Accounts owing from an Account Debtor, including Affiliates, whose total obligations to any Borrower exceed thirty-five (35%) of all Accounts, except for Applied Materials and Lam Research, for which such percentages shall be 60% and 40%, respectively, for the amounts that exceed that percentage, unless Bank approves in writing;

          (e) Accounts owing from an Account Debtor which does not have its principal place of business in the United States unless (y) the Account is supported by an irrevocable letter of credit

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advised and negotiated through Bank and satisfactory to Bank (as to form, substance, and issuer or domestic confirming bank), or (z) the Account is covered by credit insurance in form, substance, and amount, and by an insurer, satisfactory to Bank;

          (f) Accounts owing from an Account Debtor which is a federal government entity or any department, agency, or instrumentality thereof except for Accounts of the United States if each Borrower has assigned its payment rights to Bank and the assignment has been acknowledged under the Federal Assignment of Claims Act of 1940, as amended;

          (g) Accounts owing from an Account Debtor to the extent that Borrower is indebted or obligated in any manner to the Account Debtor (as creditor, lessor, supplier or otherwise - sometimes called “contra” accounts, accounts payable, customer deposits or credit accounts), with the exception of customary credits, adjustments and/or discounts given to an Account Debtor by Borrower in the ordinary course of its business;

          (h) Accounts for demonstration or promotional equipment, or in which goods are consigned, or sold on a “sale guaranteed”, “sale or return”, “sale on approval”, “bill and hold”, or other terms if Account Debtor’s payment may be conditional;

          (i) (1) Accounts for which the Account Debtor (if other than a Permitted Portfolio Company) is a Borrower’s Affiliate, officer or employee and (2) with respect to Accounts as to which the Account Debtor is a Permitted Portfolio Company, to the extent the amount of such Accounts exceeds 10% of all Eligible Accounts;

          (j) Accounts in which the Account Debtor has made a claim disputing liability (but only up to the disputed or claimed amount), or if the Account Debtor is subject to an Insolvency Proceeding, or goes out of business;

          (k) Accounts owing from an Account Debtor with respect to which Borrower has received Deferred Revenue (but only to the extent of such Deferred Revenue);

          (l) Accounts for which Bank in its good faith business judgment determines collection to be doubtful; and

          (m) other Accounts Bank deems ineligible in the exercise of its good faith business judgment.

     “Equipment” is all “equipment” as defined in the Code with such additions to such term as may hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing.

     “Equipment Financing” means the equipment financing provided by U.S. Bancorp Equipment Finance, Inc (“USBancorp”) to Sieger evidenced by a Master Loan Agreement, dated as of June 29, 2006 between USBancorp and Sieger and guarantied by Holdings and Ultra Clean, including any refinancing thereof.

     “ERISA” is the Employment Retirement Income Security Act of 1974, and its regulations.

     “Event of Default” is defined in Section 8.

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     “Fixed Charges” means, as of the last day of each fiscal quarter, principal and interest of Indebtedness of Guarantor, Borrowers and their Subsidiaries determined on a consolidated basis.

     “Fixed Charge Coverage Ratio” is defined in Section 6.9(b).

     “Foreign Currency” means lawful money of a country other than the United States.

     “Foreign Subsidiary” means any Subsidiary which is not a Domestic Subsidiary.

     “Funding Date” is any date on which a Credit Extension is made to or on account of Borrower which shall be a Business Day.

     “FX Business Day” is any day when (a) Bank’s Foreign Exchange Department is conducting its normal business and (b) the Foreign Currency being purchased or sold by Borrower is available to Bank from the entity from which Bank shall buy or sell such Foreign Currency.

     “FX Forward Contract” is defined in Section 2.1.3.

     “FX Reserve” is defined in Section 2.1.3.

     “GAAP” is generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other Person as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.

     “General Intangibles” is all “general intangibles” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation, all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, any patents, trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not, any trade secret rights, including any rights to unpatented inventions, payment intangibles, royalties, contract rights, goodwill, franchise agreements, purchase orders, customer lists, route lists, telephone numbers, domain names, claims, income and other tax refunds, security and other deposits, options to purchase or sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation key man, property damage, and business interruption insurance), payments of insurance and rights to payment of any kind.

     “Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supranational bodies such as the European Union or the European Central Bank).

     “Guarantor” is Holdings.

     “Guaranty” is an unconditional guaranty of all the Obligations, in the form of ExhibitD or otherwise in form and substance reasonably satisfactory to the Bank.

     “Holdings” is Ultra Clean Holdings, Inc., a Delaware corporation and the parent of Borrowers.

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     “Holdings IP Security Agreement” means an Intellectual Property Security Agreement executed and delivered by Holdings to Bank dated as of the Effective Date.

     “Indebtedness” is (a) indebtedness for borrowed money or the deferred price of property or services (excluding trade accounts payable and other accrued obligations incurred in the ordinary course of business), (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease obligations, and (d) Contingent Obligations.

     “Insolvency Proceeding” is any proceeding by or against any Person under the United States Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.

     “Interest Expense” means for any fiscal period, interest expense (whether cash or non-cash) of Holdings and its Subsidiaries determined in accordance with GAAP.

     “Inventory” is all “inventory” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out of any Borrower’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above.

     “Investment” is any beneficial ownership interest in any Person (including stock, partnership interest, members interests or other securities), and any loan, advance or capital contribution to any Person.

     “Intellectual Property” means all present and future (a) copyrights, copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work thereof, whether published or unpublished, (b) trade secret rights, including all rights to unpatented inventions and know how, and confidential information; (c) mask work or similar rights available for the protection of semiconductor chips; (d) patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same; (e) trademarks, servicemarks, trade styles, and trade names, whether or not any of the foregoing are registered, and all applications to register and registrations of the same and like protections, and the entire goodwill of the business of any Borrower connected with and symbolized by any such trademarks; (f) computer software and computer software products; (g) designs and design rights; (h) technology; (i) all claims for damages by way of past, present and future infringement of any of the rights included above; and (j) all licenses or other rights to use any property or rights of a type described above.

     “IP Security Agreements” the Holdings IP Security Agreement and the Ultra Clean IP Security Agreement.

     “L/C Sublimit” is defined in Section 2.1.2.(a).

     “Letter of Credit” means any documentary or standby letter of credit issued by Bank or another institution based upon an application, guarantee, indemnity or similar agreement on the part of Bank as set forth in Section 2.1.2.

     “Letter of Credit Application” is defined in Section 2.1.2(a).

     “Letter of Credit Reserve” has the meaning set forth in Section 2.1.2(d).

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     “Lien” is a mortgage, lien, deed of trust, charge, pledge, security interest or other encumbrance.

     “Loan Amount” in respect of each Equipment Advance is the original principal amount of such Equipment Advance.

     “Loan Documents” are, collectively, this Agreement, the Perfection Certificates, the IP Security Agreements, the Securities Pledge Agreement, the Collateral Assignment of Merger Documents, any note, or notes or guaranties or post-closing letter agreements executed by a Borrower, Guarantor or any other guarantor, and any other present or future agreement between a Borrower, Guarantor, any other guarantor and/or for the benefit of Bank in connection with this Agreement, all as amended, restated, or otherwise modified.

     “Loan Party” means Borrowers and Guarantor.

     “Material Adverse Change” is a material adverse change in (i) the business, operations, or condition of Holdings and its Subsidiaries, taken as a whole or (ii) the ability of Borrower to repay the Obligations hereunder under the Loan Documents or (iii) the priority of Bank's security interest in the Collateral.

     “Merger Documents” means, collectively the Agreement and Plan of Merger, dated as June 29, 2006, among Sieger Engineering, Inc., Leonid Mezhvinsky, Holdings, Bob Acquisition Inc., Pete Acquisition LLC and the other “Sellers” specified therein, all related documents and certificates executed and/or delivered in connection therewith, and all schedules, exhibits, annexes and amendments thereto and all material side letters and agreements affecting the terms thereof or to be entered into in connection therewith.

     “Net Borrowing Availability” is defined in Section 2.1.1 (a).

     “Net Income” means, for any date of determination, as calculated on a consolidated basis for Holdings and its Subsidiaries for any period, the net profit (or loss), after provision for taxes, of Guarantor, Borrower and its Subsidiaries for such period taken as a single accounting period.

     “Obligations” are Borrowers’ obligation to pay when due any debts, principal, interest, Bank Expenses and other amounts Borrowers owe Bank now or later, whether under this Agreement, the Loan Documents, or otherwise, including, without limitation, all obligations relating to Letters of Credit, Cash Management Services, and foreign exchange contracts, if any, and including interest accruing after Insolvency Proceedings begin and debts, liabilities, or obligations of Borrowers assigned to Bank, and the performance of Borrowers’ duties under the Loan Documents.

     “Operating Documents” are, for any Person, such Person’s formation documents, as filed with the Secretary of State of such Person’s state of formation on a date that is no earlier than 30 days prior to the Effective Date, and, (a) if such Person is a corporation, its bylaws in current form, (b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all current amendments or modifications thereto.

     “Payment/Advance Form” is that certain form attached hereto as Exhibit B.

     “Perfection Certificate” is defined in Section 5.1.

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     “Permitted Indebtedness” is:

          (a) Borrowers’ Indebtedness to Bank under this Agreement and the other Loan Documents;

          (b) Indebtedness existing on the Effective Date and shown on the Perfection Certificate;

          (c) Subordinated Debt;

          (d) unsecured Indebtedness to trade creditors and with respect to surety bonds and similar obligations incurred in the ordinary course of business;

          (e) Indebtedness in respect of the Equipment Financing not to exceed $5,000,000 in the aggregate;

          (f) Indebtedness (other than the Obligations, but including capitalized lease obligations) of any Borrower or their Subsidiaries incurred at the time of, or within 90 days after, the acquisition, construction, restoration or improvement of any assets for the purpose of financing all or any part of the acquisition cost thereof in an aggregate principal amount outstanding at any one time, together with any refinancings thereof, not in excess of $500,000 in the aggregate;

          (g) Indebtedness comprising Permitted Investments;

          (h) Indebtedness incurred by Holdings or any Borrower with respect to indemnities and purchase price adjustment obligations under the Merger Documents;

          (i) Indebtedness in connection with Contingent Obligations of the type described in clause (c) of the definition thereof) entered into in the ordinary course of business and not for speculative purposes;

          (j) Indebtedness in an aggregate principal amount not to exceed $250,000 secured by Permitted Liens;

          (k) Indebtedness owing to any officers or directors of Borrowers, provided that the aggregate principal amount of all such Indebtedness does not exceed $25,000 outstanding at any time and only to the extent it is Subordinated Debt;

          (l) other unsecured Indebtedness not otherwise permitted by Section 7.4 not exceeding $250,000 in the aggregate outstanding at any time

          (m) Indebtedness in an aggregate principal amount not to exceed $250,000 secured by Permitted Liens;

          (n) Indebtedness owing to any officers or directors of Borrowers, provided that the aggregate principal amount of all such Indebtedness does not exceed $25,000 and only to the extent it is Subordinated Debt;

          (o) other Indebtedness not otherwise permitted by Section 7.4 not exceeding $50,000 in the aggregate outstanding at any time; and

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          (p) extensions, refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness (a) through (g) above, provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon Borrower or its Subsidiary, as the case may be.

     “Permitted Investments” are:

          (a) Investments shown on the Perfection Certificate and existing on the Effective Date;

          (b) (i) cash and Cash Equivalents, and (ii) any other Investments permitted by Borrower’s investment policy, as amended from time to time, provided that any material changes in such investment policy after the Effective Date has been approved by Bank;

          (c) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of Borrowers;

          (d) Investments consisting of deposit accounts in which Bank has a perfected security interest or that are permitted under Section 6.8(c);

          (e) Investments accepted in connection with Transfers permitted by Section 7.1;

          (f) Investments of Subsidiaries in or to other Domestic Subsidiaries or Borrower and Investments by Borrower in Domestic Subsidiaries and Investments in Shanghai, provided that any such Investments in Shanghai shall be upon fair and reasonable terms that are no less favorable to Borrowers than would be obtained in an arm’s length transaction with a non-affiliated Person or shall not exceed, in the aggregate, $1,000,000 in cash and Equipment during the term of this Agreement;

          (g) Investments consisting of travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business;

          (h) Investments (including debt obligations) received (i) in connection with the bankruptcy or reorganization of customers or suppliers, (ii) in settlement of delinquent obligations of, and other disputes with, customers or suppliers effected in the ordinary course of business or (iii) upon the foreclosure or enforcement of any Lien in favor of a Borrower or any Subsidiary of a Borrower;

          (i) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates (other than Permitted Portfolio Companies), in the ordinary course of business; provided that this paragraph (i) shall not apply to Investments of Borrower in any Subsidiary;

          (j) Investments in connection with the Acquisition;

          (k) Investments consisting of guarantees constituting of Indebtedness permitted under Section 7.1; and

          (l) other Investments not otherwise permitted by clauses (a) through (k) not exceeding $250,000 in the aggregate outstanding at any time.

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     “Permitted Liens” are:

          (a) Liens existing on the Effective Date and described in the Perfection Certificate; and Liens arising under this Agreement and the other Loan Documents;

          (b) Liens for taxes, fees, assessments or other government charges or levies, either (i) not delinquent or (ii) being contested in good faith and for which the applicable Borrower or Subsidiary maintains adequate reserves on its Books, if they have no priority over any of Bank’s Liens;

          (c) the Liens solely on Equipment financed by the Equipment Financing;

          (d) purchase money Liens (i) on Equipment acquired or held by each Borrower incurred for financing the acquisition of the Equipment securing no more than $500,000 in the aggregate amount outstanding, or (ii) existing on Equipment when acquired, if the Lien is confined to the property and improvements and the proceeds of the Equipment;

          (e) Liens arising by operation of law in favor of materialmen, mechanics, carriers, warehousemen, landlords, laborers, suppliers and other Persons imposed, provided that such Liens either (i) were incurred in the ordinary course of either Borrowers’ any Subsidiary’s business and not in connection with the borrowing of money, and (A) are for sums not yet delinquent more than 60 days past due or (ii) are being contested in good faith and for which the applicable Borrower or Subsidiary maintains adequate reserves on its Books or (ii) have no priority over any of Bank’s Lien and the aggregate amount of obligations secured by such Liens does not at any time exceed $100,000;

          (f) Liens arising in connection with workers’ compensation, employment insurance, old-age pensions, social security and other like obligations incurred in the ordinary course of business;

          (g) Liens arising from pledges and deposits made as security for appeal bonds in connection with obtaining such bonds in the ordinary course of business;

          (h) inchoate and unperfected Liens for escheat or use taxes that are not the subject of any judgment or other asserted claim for the payment of money;

          (i) with respect to any real property, reservations, exceptions, encroachments, easements, rights of way, covenants, conditions, restrictions, leases and other title exceptions and zoning restrictions and similar encumbrances that (i) do not materially interfere with or impair the use or operation thereof and (ii) are not Environmental Liens;

          (j) leases or subleases of real property granted in the ordinary course of business, and leases, subleases, non-exclusive licenses or sublicenses of property (other than real property or Intellectual Property) granted in the ordinary course of Borrowers’ businesses, if the leases, subleases, licenses and sublicenses do not prohibit granting Bank a security interest;

          (k) non-exclusive license of Intellectual Property granted to third parties in the ordinary course of business, and licenses of Intellectual Property that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States;

          (l) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 8.4 or 8.7; and

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          (m) Liens in favor of other financial institutions arising in connection with Borrower’s deposit and/or securities accounts held at such institutions, provided that Bank has a perfected security interest in the amounts held in such deposit and/or securities accounts or the amounts on deposit in such account comply with Section 6.8(d);

          (n) Liens securing Indebtedness or other obligations in an aggregate amount not exceeding $250,000 outstanding at any time; and

          (o) Liens incurred in the extension, renewal or refinancing of the obligations secured by Liens described in clauses (a), (c), (d), (m) and (n), provided any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the obligations secured thereby may not increase.

     “Permitted Portfolio Company” means a portfolio company of the private equity fund of Francisco Partners.

     “Person” is any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency.

     “Prime Rate” is Bank’s most recently announced “prime rate,” even if it is not Bank’s lowest rate.

     “Registered Organization” is any “registered organization” as defined in the Code with such additions to such term as may hereafter be made

     “Reserves” means reserves established by Bank from time to time against Eligible Accounts of Borrowers that Bank may, in its reasonable credit judgment, establish from time to time. Without limiting the generality of the foregoing, Reserves established to ensure the payment of accrued Interest Expense or Indebtedness shall be deemed to be a reasonable exercise of Bank’s credit judgment.

     “Responsible Officer” is any of the Chief Executive Officer, President, and Chief Financial Officer of each Borrower.

     “Revolving Line” is an Advance or Advances in an aggregate amount of up to $25,000,000 outstanding at any time.

     “Revolving Line Maturity Date” is June 29, 2009.

     “Securities Account” is any “securities account” as defined in the Code with such additions to such term as may hereafter be made.

     “Securities Pledge Agreement” that certain Securities Pledge Agreement executed and delivered by Holdings to Bank dated as of the Effective Date.

     “Senior Funded Debt” means, on any day, the principal amount of Indebtedness (other than Subordinated Debt) that would, under GAAP, be classified as indebtedness on a consolidated balance sheet of Holdings and its Subsidiaries on such date.

     “Senior Leverage Ratio” is defined in Section 6.9(a).

          “Settlement Date” is defined in Section 2.1.3.

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     “Shanghai” means Ultra Clean Technology (Shanghai) Co., LTD.

     “Subordinated Debt” is indebtedness incurred by Holdings and its Subsidiaries subordinated to all of Holdings’ and its Subsidiaries’ now or hereafter indebtedness to Bank (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Bank entered into between Bank and the other creditor), on terms acceptable to Bank.

     “Subsidiary” means, with respect to any Person, any Person of which more than 50% of the voting stock or other equity interests is owned or controlled, directly or indirectly, by such Person or one or more Affiliates of such Person.

     “Term Loan” is a loan made by Bank pursuant to the terms of Section 2.1.5 hereof.

     “Term Loan Amount” is an aggregate amount equal to $7,500,000 outstanding at any time.

     “Term Loan Maturity Date” is June 29, 2009.

     “Term Loan Payment” is defined in Section 2.1.5(b).

     “Transaction Report” is that certain report in form and substance satisfactory to Bank, including, without limitation, sales journals, collection journals, and credit memorandum attached thereto.

     “Transfer” is defined in Section 7.1.

     “Trigger Availability” means the sum of (i) Eligible Accounts multiplied by the advance rate then in effect as set forth in the definition of BorrowingBase minus (ii) the sum of all outstanding Obligations to Bank in respect of the Revolving Line, the Term Loan and all outstanding Letters of Credit, plus (iii) unrestricted cash and Cash Equivalents of Borrowers.

     “Ultra Clean IP Security Agreement” means an Intellectual Property Security Agreement executed and delivered by Ultra Clean to Bank dated as of the Effective Date.

     “Union Bank Control Agreement” means the Three Party Lockbox and Deposit Account Control Agreement, of even date herewith, among Union Bank of California, Bank and Borrowers.

[Signature page follows]

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.

BORROWERS:

BOB ACQUISITION INC. (and any successor by merger)
PETE ACQUISITION LLC (to be renamed UCT Sieger Engineering LLC)
ULTRA CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC.

By:	/s/ Jack Sexton
	Name:	Jack Sexton
	Title:	Chief Financial Officer

BANK:
SILICON VALLEY BANK
By:	/s/ Maria Fischer Leaf
	Name:	Maria Fischer Leaf
	Title:	Senior Relationship Manager

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EXHIBIT A

The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property:

     All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and

     all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.

     Notwithstanding the foregoing, the “Collateral” does not include more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter.

EXHIBIT B

Loan Payment/Advance Request Form

DEADLINE FOR SAME DAY PROCESSING IS NOON P.S.T.*

Fax To: Date: __________________

LOAN PAYMENT:
[Insert Borrower name]
From Account #________________________________ To Account
#__________________________________________________
(Deposit Account #)	(Loan Account #)
Principal $____________________________________ and/or Interest
$________________________________________________
Authorized Signature: _____________________	Phone Number: _____________________
Print Name/Title: _____________________

LOAN ADVANCE:
Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire.
From Account #________________________________	To Account
#__________________________________________________
(Loan Account #)	(Deposit Account #)
Amount of Advance $___________________________
All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date:
Authorized Signature: _____________________	Phone Number: _____________________
Print Name/Title: _____________________

OUTGOING WIRE REQUEST:
Complete only if all or a portion of funds from the loan advance above is to be wired.
Deadline for same day processing is noon, P.S.T.
Beneficiary Name: ____________________________________________________________________________________
	Amount of Wire: $ _______________________
Beneficiary Bank: ____________________________________________________________________________________
	Account Number: _______________________
City and State: _______________________________________
Beneficiary Bank Transit (ABA) #: ________________________	Beneficiary Bank Code (Swift, Sort, Chip, etc.): __________
	(For International Wire Only)

________________
* Unless otherwise provided for an Advance bearing interest at LIBOR.

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Intermediary Bank: _________________________	Transit (ABA) #: _____________________
For Further Credit to: ______________________________________________________________________________
Special Instruction: ________________________________________________________________
By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us).
Authorized Signature: _____________________________		2nd Signature (if required):
_______________________________________
Print Name/Title: ________________________________		Print Name/Title:
_____________________________________________
Telephone #: _____________________________	Telephone #: _______________________

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EXHIBIT C

Perfection Certificate Form

PERFECTION CERTIFICATE

1.	The legal name of the [Borrower][Guarantor] is __________________ (the “Company”).
2.	The Company was formed on ____________in ____________________as a ______________. Since its formation, the Company has had the following legal names (other than its current legal name):

	Date Company’s Name
Prior Name	Was Changed From Such Name

3.      The Company does business under the following trade names:

Trade Name Is This Name Registered?

4.      The Company has the following places of business or has assets located at the following locations:

Address Owner of Location Brief Description of Assets

5.      The Company owns the following domestic and foreign registered patents and patent applications:

Title of Patent Registration/Application No. Registration/Filing Date

6.      The Company owns the following domestic and foreign registered and applied for trademarks, tradenames and service marks:

Trademarks, Tradenames or
Service Marks	Registration/Application No.	Registration/Filing Date

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7.      The Company owns the following domestic and foreign copyrights and copyright registrations:

Description of Copyright Registration No. Registration Date

8.      The Company uses the following material unregistered copyrights in the ordinary course of its business:

Description of Copyright

9.	The following is a complete list of pending and threatened litigation or claims involving amounts claimed against Company in an indefinite amount or in excess of $50,000 in each case:
10.	The Company’s federal employer I.D. number is:
11.	The Company’s organizational I.D. number is ___ ____________________ ..
12.	The Company’s assets are subject to the following security interests:

Assets Name and Address of Secured Party

14. The Company has investments in excess of $50,000 (calculated at the higher of cost or market value) in equity or debt securities of the following entities (other than subsidiaries):

Name of Entity Nature and Amount of Investment

15.      The Company maintains the following deposit accounts (including demand, time, savings, passbook or similar accounts):

Name and Address of Depository
Institution	Type and Account No.	Account Holder

16.      The Company beneficially owns “investment property” in the following securities accounts:

Name and Address of Securities
Intermediary	Type and Account No.	Account Holder

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17.      The Company has the following subsidiaries:

	State of Formation or	Percentage Owned by
Name of Subsidiary	Organization	Entity

18. True and correct copies of the Company’s organizational/charter documents are attached.

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     The undersigned hereby certifies that the foregoing information contained on this Perfection Certificate is true and correct in all material respects as of June 29, 2006.

_____________________________

By: ___________________________

Printed Name:

Title:

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EX-10.3

Exhibit 10.3

EXECUTION COPY

UNCONDITIONAL GUARANTY

This continuing Unconditional Guaranty (“Guaranty”) is entered into as of June 29, 2006, by Ultra Clean Holdings, Inc., a Delaware corporation (“Guarantor”), in favor of Silicon Valley Bank (“Bank”).

RECITALS

     A. Concurrently herewith, Ultra Clean Technology Systems and Service, Inc., a California corporation (“Ultra Clean”), Bob Acquisition Inc. (and any successor by merger), a California corporation (“Bob”), Pete Acquisition LLC (to be renamed UCT Sieger Engineering LLC), a Delaware limited liability company (“Sieger”, together with Ultra Clean and Bob, “Borrowers”) and Bank, have entered into that certain Loan and Security Agreement dated as of the date hereof, (as amended, restated, or otherwise modified from time to time, the “Loan Agreement”) pursuant to which Bank has agreed to make certain advances of money and to extend certain financial accommodations to Borrowers (collectively, the “Loans”), subject to the terms and conditions set forth therein. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Loan Agreement.

      B. In consideration of the agreement of Bank to make the Loans to Borrowers under the Loan Agreement, Guarantor is willing to guaranty the full payment and performance by Borrowers of all of their obligations thereunder and under the other Loan Documents, all as further set forth herein.

     C. Guarantor is the corporate parent of Borrowers and will obtain substantial direct and indirect benefit from the Loans made by Bank to Borrowers under the Loan Agreement.

      NOW, THEREFORE, to induce Bank to enter into the Loan Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, Guarantor hereby represents, warrants, covenants and agrees as follows:

     Section 1. Guaranty.

     1.1Unconditional Guaranty. In consideration of the foregoing, Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Bank the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all Obligations. Guarantor agrees that it shall execute such other documents or agreements and take such action as Bank shall reasonably request to effect the purposes of this Guaranty.

      1.2 Separate Obligations. These obligations are independent of Borrowers’ obligations and separate actions may be brought against Guarantor (whether action is brought against Borrowers or whether Borrowers are joined in the action).

     Section 2. Representations and Warranties.

Guarantor hereby represents, warrants and covenants that:

     (a) Guarantor (i) is a corporationduly organized, validly existing and in good standing under the laws of the State of Delaware; (ii) is duly qualified to do business and is in good standing in every jurisdiction where the nature of its business requires it to be so qualified (except where the failure to so qualify would not have a material adverse effect on Guarantor’s condition, financial or

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otherwise, or on Guarantor’s ability to pay or perform the obligations hereunder); and (iii) has all requisite power and authority to execute and deliver this Guaranty and each Loan Document executed and delivered by Guarantor pursuant to the Loan Agreement or this Guaranty and to perform its obligations thereunder and hereunder.

     (b) The execution, delivery and performance by Guarantor of this Guaranty (i) are within Guarantor’s powers and have been duly authorized by all necessary action; (ii) do not contravene Guarantor’s charter documents or any material law or any material contractual restriction binding on or affecting Guarantor or by which Guarantor’s property may be affected; (iii) do not require any authorization or approval or other action by, or any notice to or filing with, any governmental authority or any other Person under any indenture, mortgage, deed of trust, lease, agreement or other instrument to which Guarantor is a party or by which Guarantor or any of its property is bound, except such as have been obtained or made; and (iv) do not result in the imposition or creation of any Lien upon any property of Guarantor.

     (c) This Guaranty is a valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as the enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally.

     (d) There is no action, suit or proceeding affecting Guarantor pending or threatened before any court, arbitrator, or governmental authority, domestic or foreign, which could reasonably be expected to have a Material Adverse Change.

     (e) Guarantor’s obligations hereunder are not subject to any offset or defense against Bank or Borrowers of any kind.

     (f) The audited financial statements of Guarantor, dated as of December 31, 2005, copies of which have been furnished to Bank, fairly present in all material respects the financial position and results of operations for Guarantor for the dates and periods purported to be covered thereby, all in accordance with GAAP, and there has been no Material Adverse Change since the date of such financial statements.

     (g) The incurrence of Guarantor’s obligations under this Guaranty will not cause Guarantor to (i) become insolvent; (ii) be left with unreasonably small capital for any business or transaction in which Guarantor is presently engaged or plans to be engaged; or (iii) be unable to pay its debts as such debts mature.

     (h) As of the Effective Date, Borrowers and Ultra Clean International Holding Company (“International”) are the only direct Subsidiaries of Guarantor.

     (i) Guarantor covenants, warrants, and represents to Bank that all representations and warranties contained in this Guaranty shall be true at the time of Guarantor’s execution of this Guaranty, and shall continue to be true at each time any credit is extended under the Loan Agreement. Guarantor expressly agrees that any misrepresentation or breach of any warranty whatsoever contained in this Guaranty shall be deemed material.

     Section 3. Covenants.

     Guarantor shall not do any of the following without Bank’s prior written consent:

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     (a) Create, incur, assume, or be liable for any Indebtedness, other than Indebtedness consisting of its Guaranty of the Equipment Financing.

     (b) Other than Permitted Liens described in clauses (b) and (h) of the definition thereof, create, incur, or allow any Lien on any of its property except for the Lien of the Bank on its beneficial ownership interest in Borrowers and International or permit any such beneficial ownership interest not to be subject to the first priority security interest granted under the Loan Agreement.

     (c) Make any Investment or have any property other than its ownership interest in Borrowers and International other than Permitted Investments in Shanghai or the Acquisition made with Restricted Payments permitted to be made pursuant to Section 7.7(b) of the Loan Agreement.

     (d) Engage in any business other than holding its ownership interest in Borrowers and International.

      Section 4. General Waivers. Guarantor waives:

     (a) Any right to require Bank to (i) proceed against Borrowers or any other person; (ii) proceed against or exhaust any security or (iii) pursue any other remedy. Bank may exercise or not exercise any right or remedy it has against Borrowers or any security it holds (including the right to foreclose by judicial or nonjudicial sale) without affecting Guarantor’s liability hereunder.

     (b) Any defenses from disability or other defense of Borrowers or from the cessation of Borrowers’ liabilities.

     (c) Any setoff, defense or counterclaim against Bank.

     (d) Any defense from the absence, impairment or loss of any right of reimbursement or subrogation or any other rights against Borrowers. Until Borrowers’ obligations to Bank have been paid, Guarantor has no right of subrogation or reimbursement or other rights against Borrowers.

     (e) Any right to enforce any remedy that Bank has against Borrowers.

     (f) Any rights to participate in any security held by Bank.

     (g) Any demands for performance, notices of nonperformance or of new or additional indebtedness incurred by Borrowers to Bank. Guarantor is responsible for being and keeping itself informed of Borrowers’ financial condition.

     (h) The benefit of any act or omission by Bank which directly or indirectly results in or aids the discharge of Borrowers from any of the Obligations by operation of law or otherwise.

     (i) The benefit of California Civil Code Section 2815 permitting the revocation of this Guaranty as to future transactions and the benefit of California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2848, 2849, 2850, 2899 and 1432 with respect to certain suretyship defenses.

      Section 5. Real Property Security Waiver. Guarantor acknowledges that, to the extent Guarantor has or may have rights of subrogation or reimbursement against Borrowers for claims arising out of this Guaranty, those rights may be impaired or destroyed if Bank elects to proceed against any real property security of Borrowers by non-judicial foreclosure. That impairment or destruction could, under certain judicial cases and based on equitable principles of estoppel, give rise to a defense by Guarantor

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against its obligations under this Guaranty. Guarantor waives that defense and any others arising from Bank’s election to pursue non-judicial foreclosure. Without limiting the generality of the foregoing, Guarantor expressly waives all rights, benefits and defenses, if any, applicable or available to Guarantor under either California Code of Civil Procedure Sections 580a or 726, which provide, among other things, that the amount of any deficiency judgment which may be recovered following either a judicial or nonjudicial foreclosure sale is limited to the difference between the amount of any indebtedness owed and the greater of the fair value of the security or the amount for which the security was actually sold. Without limiting the generality of the foregoing, Guarantor further expressly waives all rights, benefits and defenses, if any, applicable or available to Guarantor under either California Code of Civil Procedure Sections 580b, providing that no deficiency may be recovered on a real property purchase money obligation, or 580d, providing that no deficiency may be recovered on a note secured by a deed of trust on real property if the real property is sold under a power of sale contained in the deed of trust.

     Section 6. Reinstatement. Notwithstanding any provision of the Loan Agreement to the contrary, the liability of Guarantor hereunder shall be reinstated and revived and the rights of Bank shall continue if and to the extent that for any reason any payment by or on behalf of Guarantor or Borrowers is rescinded or must be otherwise restored by Bank, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid. The determination as to whether any such payment must be rescinded or restored shall be made by Bank in its sole discretion; provided, however, that if Bank chooses to contest any such matter at the request of Guarantor, Guarantor agrees to indemnify and hold harmless Bank from all costs and expenses (including, without limitation, reasonable attorneys’ fees) of such litigation. To the extent any payment is rescinded or restored, Guarantor’s obligations hereunder shall be revived in full force and effect without reduction or discharge for that payment.

     Section 7. No Waiver; Amendments. No failure on the part of Bank to exercise, no delay in exercising and no course of dealing with respect to, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. This Guaranty may not be amended or modified except by written agreement between Guarantor and Bank, and no consent or waiver hereunder shall be valid unless in writing and signed by Bank.

      Section 8. Compromise and Settlement. No compromise, settlement, release, renewal, extension, indulgence, change in, waiver or modification of any of the Obligations or the release or discharge of Borrowers from the performance of any of the Obligations shall release or discharge Guarantor from this Guaranty or the performance of the obligations hereunder.

      Section 9. Notice. All notices or other communication (collectively, “Communication”) herein required or permitted to be given, must be in writing and be delivered or sent by facsimile at the addresses or facsimile numbers listed below. Bank or Guarantor may change its notice address by giving the other party written notice thereof. Each such Communication shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, registered or certified mail, return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by facsimile transmission (with such facsimile promptly confirmed by delivery of a copy by personal delivery or United States mail as otherwise provided in this Section 9); (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address or facsimile number indicated below. Bank or Guarantor may change its address, or facsimile number by giving the other party written notice thereof in accordance with the terms of this Section 9.

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If to Guarantor:	Ultra Clean Holdings, Inc.
	150 Independence Drive
	Menlo Park, CA 94025
	Attn: Jack Sexton
	Fax: 650-326-0929
If to Bank:	Silicon Valley Bank – Mail Sort NC 200
	3979 Freedom Circle, Suite 600
	Santa Clara, CA 95054
	Attn: Chitra Arunachalam
	Fax: 408-654-5517

     Section 10. Entire Agreement. This Guaranty, the Loan Agreement and the other Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Guaranty, the Loan Agreement and the other Loan Documents merge into this Guaranty, the Loan Agreement and the other Loan Documents..

      Section 11. Severability. If any provision of this Guaranty is held to be unenforceable under applicable law for any reason, it shall be adjusted, if possible, rather than voided in order to achieve the intent of Guarantor and Bank to the extent possible. In any event, all other provisions of this Guaranty shall be deemed valid and enforceable to the full extent possible under applicable law.

      Section 12. Subordination of Indebtedness. Any indebtedness or other obligation of Borrowers now or hereafter held by or owing to Guarantor is hereby subordinated in time and right of payment to all obligations of Borrowers to Bank, except as such indebtedness or other obligation is expressly permitted to be paid under the Loan Agreement; and such indebtedness of Borrowers to Guarantor is assigned to Bank as security for this Guaranty, and if Bank so requests shall be collected, enforced and received by Guarantor in trust for Bank and to be paid over to Bank on account of the Obligations of Borrowers to Bank, but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty. Any notes now or hereafter evidencing such indebtedness of Borrowers to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Bank.

     Section 13. Grant of Security Interest. Guarantor hereby grants Bank, to secure the payment and performance in full of all of the obligations of Guarantor hereunder and under and each other Loan Document executed and delivered by Guarantor pursuant to the Loan Agreement or this Guaranty, a continuing security interest in, and pledges to Bank, any and all properties, rights and assets of Guarantor described on Exhibit A hereto, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof.

     Section 14. Authorization to File Financing Statements. To the extent permitted by applicable law, Guarantor hereby authorizes Bank to file Uniform Commercial Code financing statements, without notice to Guarantor, with all appropriate jurisdictions to perfect or protect Bank’s interest or rights under Section 13.

Section 15. Payment of Expenses. Guarantor shall pay, promptly on demand, all Expenses incurred by Bank in defending and/or enforcing this Guaranty. For purposes hereof, “Expenses” shall mean costs and expenses (including reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) for

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defending and/or enforcing this Guaranty (including those incurred in connection with appeals or proceedings by or against any Guarantor under the United States Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief).

      Section 16. Attorneys’ Fees, Costs and Expenses. In any action or proceeding between Guarantor and Bank arising out of or relating to this Guaranty, the prevailing party shall be entitled to recover its reasonable attorneys’ and other costs and expenses incurred, in addition to any other relief to which it may be entitled.

      Section 17. Counterparts. This Guaranty may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, are an original, and all taken together, constitute one Agreement. To the extent that any provision of this Guaranty conflicts with any provision of the Loan Agreement, the provision giving Bank greater rights or remedies shall govern, it being understood that the purpose of this Guaranty is to add to, and not detract from, the rights granted to Bank under the Loan Agreement.

      Section 18. Choice Of Law, Venue and Jury Trial Waiver. California law governs this Guaranty without regard to principles of conflicts of law. Guarantor and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Santa Clara County, California; provided, however, that nothing in this Guaranty shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Guarantor expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Guarantor hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Guarantor hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Guarantor at the address set forth in Section 9 and that service so made shall be deemed completed upon the earlier to occur of Guarantor’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid.

     TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW GUARANTOR AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS GUARANTY, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS GUARANTY. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

     WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies of any nature between them arising at any time shall be decided by a reference to a private judge, mutually selected by the parties (or, if they cannot agree, by the Presiding Judge of the Santa Clara County, California Superior Court) appointed in accordance with California Code of Civil Procedure Section 638 (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts), sitting without a jury, in Santa Clara County, California; and the parties hereby submit to the jurisdiction of such court. The reference proceedings shall be conducted pursuant to and in accordance with the provisions of California Code of Civil Procedure §§ 638 through 645.1, inclusive.

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The private judge shall have the power, among others, to grant provisional relief, including without limitation, entering temporary restraining orders, issuing preliminary and permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional relief, but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party may apply to the Santa Clara County, California Superior Court for such relief. The proceeding before the private judge shall be conducted in the same manner as it would be before a court under the rules of evidence applicable to judicial proceedings. The parties shall be entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings. The private judge shall oversee discovery and may enforce all discovery rules and order applicable to judicial proceedings in the same manner as a trial court judge. The parties agree that the selected or appointed private judge shall have the power to decide all issues in the action or proceeding, whether of fact or of law, and shall report a statement of decision thereon pursuant to the California Code of Civil Procedure § 644(a). Nothing in this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose against collateral, or obtain provisional remedies. The private judge shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph.

     Section 19. Assignment. This Guaranty shall be binding upon and inure to the benefit of Guarantor and Bank and their respective successors and assigns, except that Guarantor shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of Bank, which may be granted or withheld in Bank’s sole discretion. Any such purported assignment by Guarantor without Bank’s written consent shall be void.

     Section 20. Name Change of Pete Acquisition to UCT Sieger Engineering LLC. Substantially simultaneously with the consummation of the Acquisition, the name of Pete Acquisition LLC shall be changed to UCT Sieger Engineering LLC by filing such name change with the Secretary of State of the State of Delaware. From and after such time, all references to Sieger shall mean UCT Sieger Engineering LLC, a Delaware limited liability company.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the undersigned has caused this Unconditional Guaranty to be duly executed by its officer thereunto duly authorized as of the first date written above.

GUARANTOR:
ULTRA CLEAN HOLDINGS, INC.
By:
	Name:
	Title:

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EXHIBIT A

The Collateral consists of all of Guarantor’s right, title and interest in and to the following personal property:

     All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and

     all Guarantor’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.

     Notwithstanding the foregoing, the “Collateral” does not include more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Guarantor of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter.

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EX-10.4

Exhibit 10.4

EXECUTION COPY

SECURITIES PLEDGE AGREEMENT

     This SECURITIES PLEDGE AGREEMENT (this “Agreement”) is made as of June 29, 2006, by and between ULTRA CLEAN HOLDINGS, INC., a Delaware corporation (“Pledgor”), in favor of SILICON VALLEY BANK, a California corporation ( “Bank”).

     WHEREAS, Ultra Clean Technology Systems and Service, Inc., a California corporation (“Ultra Clean”), Bob Acquisition Inc. (and any successor by merger), a California corporation (“Bob”), Pete Acquisition LLC (to be renamed UCT Sieger Engineering LLC), a Delaware limited liability company (“Sieger”, together with Ultra Clean and Bob, “Borrowers”) and Bank are parties to that certain Loan and Security Agreement, dated as of the date hereof (as amended, modified, supplemented or restated and in effect from time to time, the “Loan Agreement”).

      WHEREAS, Pledgor is the direct legal and beneficial owner of all of the issued and outstanding capital stock, all of the units of outstanding membership interests or other equity interests, as the case may be, of each of the entities set forth on Annex A hereto (the “Subsidiaries”); and

     WHEREAS, it is a condition precedent to Bank making any Credit Extensions or otherwise extending credit to Borrowers under the Loan Agreement that Pledgor execute and deliver to Bank a pledge agreement in substantially the form hereof; and

     WHEREAS, Pledgor wishes to grant pledges and security interests in favor of Bank as herein provided.

     NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. Pledge of Securities, etc.

     1.1. Pledge of Securities. Pledgor hereby pledges, assigns and grants a security interest in, mortgages, collaterally assigns and delivers to Bank all the right, title and interest of Pledgor in and to all of the shares of capital stock, partnership interests, limited liability company membership units or other units of equity ownership of every class of each of its Subsidiaries, wherever located and whether now owned or hereafter acquires or arising, as more fully described on AnnexA hereto, including without limitation, with respect to any Subsidiary which is a limited liability company or a partnership, (a) all payments or distributions, whether in cash, property or otherwise, at any time owing or payable to Pledgor on account of its interest as a member or as a partner, as the case may be, in any of its Subsidiaries or in the nature of a management, investment banking or other fee paid or payable by any of the Subsidiaries to Pledgor, (b) all of Pledgor’s rights and interests under each of the partnership agreements or operating agreements, as applicable, including all voting and management rights and all rights to grant or withhold consents or approvals, (c) all rights of access and inspection to and use of all books and records, including computer software and computer software programs, of each of the Subsidiaries, (d) all other rights, interests, property or claims to which Pledgor may be entitled in its capacity as the sole member of any Subsidiary of Pledgor, and (e) all proceeds, income from, increases in and products of any of the foregoing to be held by Bank subject to the terms and conditions hereinafter set forth. The certificates for

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such shares, membership units, partnership interests or other units of equity ownership of every class of the capital stock or other equity interest of its Subsidiaries, to the extent that such interests are represented by certificates, accompanied by stock powers or other appropriate instruments of assignment thereof duly executed in blank by Pledgor, have been delivered to Bank. Notwithstanding the foregoing, Pledgor shall not be required to pledge more than sixty-five percent (65%) of the shares of capital stock, partnership interests, limited liability company membership units or other units of equity ownership of every class of any of its Foreign Subsidiaries. Pledgor further represents and warrants that none of the limited liability company membership units or the partnership interests of Pledgor issued by any Subsidiary is a security governed by Article 8 of the Uniform Commercial Code of the jurisdiction in which such Subsidiary is organized.

     1.2. Additional Securities. In case Pledgor shall acquire any additional capital stock or other equity interest of any Subsidiary of Pledgor or any newly-created or acquired Subsidiary or corporation, partnership, limited liability company or other entity which is the successor of any Subsidiary of Pledgor, or any securities exchangeable for or convertible into shares of such capital stock or other equity interest of any class of any Subsidiary of Pledgor, by purchase, stock dividend, stock split or otherwise, then Pledgor shall forthwith deliver to and pledge such capital stock or other equity interests shall be subject to the pledge, assignment and security interest granted to Bank under this Agreement and shall deliver to Bank forthwith any certificates therefor, accompanied by stock powers or other appropriate instruments of assignment duly executed by Pledgor in blank. Pledgor agrees that Bank may from time to time attach as AnnexA hereto an updated list of the shares of capital stock or other equity interests at the time pledged with Bank hereunder. Notwithstanding the foregoing, Pledgor shall not be required to pledge more than sixty-five percent (65%) of the shares of capital stock, partnership interests, limited liability company membership units or other units of equity ownership of every class of any of its Foreign Subsidiaries.

     1.3. Pledge of Cash Collateral Account. Pledgor also hereby pledges, assigns, grants a security interest in, and delivers to Bank the Cash Collateral Account and all of the Cash Collateral as such terms are hereinafter defined.

     1.4. Waiver of Certain Operating Agreement Provisions. To the extent permitted by applicable law, Pledgor irrevocably waives any and all provisions of the operating agreements of each Subsidiary of Pledgor (as applicable) that (a) prohibit, restrict, condition or otherwise affect the grant hereunder of any Lien on any of the Securities Collateral or any enforcement action which may be taken in respect of any such Lien or (b) otherwise conflict with the terms of this Agreement.

     2. Definitions. The term “Obligations” and all other capitalized terms used herein without definition shall have the respective meanings provided therefor in the Loan Agreement. Terms used herein and not defined in the Loan Agreement or otherwise defined herein that are defined in the Uniform Commercial Code as in effect in the State of California (the “UCC”) have such defined meanings herein (with terms used in Article 9 controlling over terms used in another Article), unless the context otherwise indicates or requires, and the following terms shall have the following meanings:

     Cash Collateral. See Section 4.

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     Cash Collateral Account. See Section 4.

     Securities. Includes the shares of stock, membership interests, partnership interests or other equity interests described in AnnexA attached hereto and any additional shares of stock, membership interests, partnership interests or other equity interests at the time pledged with Bank hereunder and the interests described in clauses (a)-(e) of Section 1.1 of this Agreement.

     Securities Collateral. The property at any time pledged to Bank hereunder (whether described herein or not) and all income therefrom, increases therein and proceeds thereof, including without limitation that included in Cash Collateral. The term does not include any income, increases or proceeds received by Pledgor to the extent expressly permitted by Section 6.

     Time Deposits. See Section 4.

     3. Security for Obligations. This Agreement and the security interest in and pledge of the Securities Collateral hereunder are made with and granted to Bank as security for the payment and performance in full of all the Obligations (including all such Obligations which would become due but for the operation of the automatic stay pursuant to §362(a) of the Bankruptcy Code of the United States and the operation of §§502(b) and 506(b) of the Bankruptcy Code of the United States).

     4. Liquidation, Recapitalization, etc.

     4.1. Distributions Paid to Bank. Any sums or other property paid or distributed upon or with respect to any of the Securities, whether by dividend or redemption or upon the liquidation or dissolution of the issuer thereof or otherwise, shall, except to the extent provided in Section 6, be paid over and delivered to Bank as security for the payment and performance in full of all of the Obligations. In case, pursuant to the recapitalization or reclassification of the capital of the issuer thereof or pursuant to the reorganization thereof, any distribution of capital shall be made on or in respect of any of the Securities or any property shall be distributed upon or with respect to any of the Securities, the property so distributed shall be delivered to Bank to be held by it as security for the Obligations. Except to the extent provided in Section 6, all sums of money and property paid or distributed in respect of the Securities, whether as a dividend or upon such a liquidation, dissolution, recapitalization or reclassification or otherwise, that are received by Pledgor shall, until paid or delivered to Bank, be held in trust for Bank as security for the payment and performance in full of all of the Obligations.

     4.2. Cash Collateral Account. All sums of money that are delivered to Bank pursuant to this Section 4 shall be deposited into an interest bearing account with Bank or, if Bank is not the depositary bank, to an interest bearing account in the name of Bank as customer with a depositary bank satisfactory to Bank (any such account, whether maintained with Bank or in Bank’s name as customer being herein referred to as the “Cash Collateral Account”). Some or all of the funds from time to time in the Cash Collateral Account may be invested in time deposits, including, without limitation, certificates of deposit issued by Bank (such certificates of deposit or other time deposits being hereinafter referred to, collectively, as “Time Deposits”), that are satisfactory to Bank after consultation with Pledgor, provided, that, in each such case, arrangements satisfactory to Bank are made and are in place to perfect and to insure the first priority of Bank’s security interest therein. Interest earned on the Cash Collateral Account and on

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the Time Deposits, and the principal of the Time Deposits at maturity that is not invested in new Time Deposits, shall be deposited in the Cash Collateral Account. The Cash Collateral Account, all sums from time to time standing to the credit of the Cash Collateral Account, any and all Time Deposits, any and all instruments or other writings evidencing Time Deposits and any and all proceeds or any thereof are hereinafter referred to as the “Cash Collateral.”

     4.3. Pledgor’s Rights to Cash Collateral, etc. Except as otherwise expressly provided in Section 16, Pledgor shall not have the right to withdraw sums from the Cash Collateral Account, to receive any of the Cash Collateral or to require Bank to part with Bank’s possession of any instruments or other writings evidencing any Time Deposits.

     5. Warranty of Title; Authority. Pledgor hereby represents and warrants that: (a) Pledgor has good and marketable title to, and is the sole record and beneficial owner of, the Securities described in Section 1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement or Permitted Liens described in clauses (b) and (h) of the definition thereof, (b) Pledgor has tendered to Bank the consent of any other partner of any Subsidiary which is a partnership or member or manager of any Subsidiary which is a limited liability company deemed necessary or appropriate by Pledgor for consummation of the transactions contemplated hereby, (c) all of the Securities described in Section 1 are validly issued, fully paid and non-assessable (or the foreign equivalent thereof, as applicable), (d) Pledgor has full power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting and enforcement (where applicable) of a security interest in the Securities Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of Pledgor’s charter documents, operating agreement, partnership agreement, by-laws or other governing document or of any judgment, decree or order of any tribunal or of any agreement or instrument to which Pledgor is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (e) the information set forth in AnnexA hereto relating to the Securities is true, correct and complete in all respects. Pledgor covenants that it will defend the rights of Bank and security interest of Bank in such Securities against the claims and demands of all other persons whomsoever. Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities Collateral hereafter pledged or in which a security interest is granted to Bank hereunder and will likewise defend the rights, pledge and security interest thereof and therein of Bank.

     6. Dividends, Voting, etc., Prior to Maturity. So long as no Event of Default shall have occurred and be continuing, Pledgor shall be entitled to receive all cash dividends or distributions paid in respect of the Securities, to vote the Securities (subject to the last sentence of this paragraph) and to give consents, waivers and ratifications in respect of the Securities; provided, however, that no vote shall be cast or consent, waiver or ratification given by Pledgor if the effect thereof could reasonably be expected to impair any of the Securities Collateral or be inconsistent with or result in any violation of any of the provisions of the Loan Agreement or any of the other Loan Documents. All such rights of Pledgor to receive cash dividends or distributions shall cease in case a Default or an Event of Default shall have occurred and be continuing. All such rights of Pledgor to vote and give consents, waivers and ratifications with

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respect to the Securities shall, at Bank’s option, as evidenced by Bank notifying Pledgor of such election, cease in case a Default or an Event of Default shall have occurred and be continuing.

     7. Remedies.

     7.1. In General. Ifan Event of Default shall have occurred and be continuing, Bank shall thereafter have the following rights and remedies (to the extent permitted by applicable law) in addition to the rights and remedies of a secured party under the UCC, all such rights and remedies being cumulative, not exclusive, and enforceable alternatively, successively or concurrently, at such time or times as Bank deems expedient:

     (a) if Bank so elects and gives notice of such election to Pledgor, Bank may exercise any management or voting rights relating to the Securities (whether or not the same shall have been transferred into its name or the name of its nominee or nominees) for any lawful purpose, including, without limitation, if Bank so elects, for the liquidation of the assets of the issuer thereof or for the amendment or modification of any of the charter, by-laws, operating agreements, partnership agreements or other governing documents, and give all consents, waivers and ratifications in respect of the Securities and otherwise act with respect thereto as though it were the outright owner thereof (Pledgor hereby irrevocably constituting and appointing Bank its proxy and attorney-in-fact, with full power of substitution, to do so);

     (b) Bank may demand, sue for, collect or make any compromise or settlement Bank deems suitable in respect of any Securities Collateral;

      (c) Bank may sell, resell, assign and deliver, or otherwise dispose of any or all of the Securities Collateral, for cash or credit or both and upon such terms at such place or places, at such time or times and to such entities or other persons as Bank thinks expedient, all without demand for performance by Pledgor or any notice or advertisement whatsoever except as expressly provided herein or as may otherwise be required by law;

     (d) Bank may cause all or any part of the Securities held by it to be transferred into its name or the name of its nominee or nominees; and

     (e) Bank may set off or otherwise apply or credit against the Obligations any and all sums deposited with it or held by it, including without limitation, any sums standing to the credit of the Cash Collateral Account and any Time Deposits issued by Bank, with any withdrawal penalty relating to Time Deposits being an expense of collection..

     7.2. Sale of Securities Collateral. In the event of any sale or other disposition of the Securities Collateral as provided in clause (c) of Section 7.1, and to the extent that any notice thereof is required to be given by law, Bank shall give to Pledgor at least five (5) Business Days prior authenticated notice of the time and place of any public sale or other disposition of the Securities Collateral or of the time after which any private sale or any other intended disposition is to be made. Pledgor hereby acknowledges that five (5) Business Days prior authenticated notice of such sale or other disposition or sales

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or other dispositions shall be reasonable notice. Bank may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by Pledgor, to the fullest extent permitted by law). Bank may buy or otherwise acquire any part or all of the Securities Collateral at any public sale or other disposition and if any part or all of the Securities Collateral is of a type customarily sold or otherwise disposed of in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, Bank may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. Bank may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys’ fees, travel and all other expenses which may be incurred by Bank in attempting to collect the Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations pursuant to Section 9.4of the Loan Agreement. Only after such applications, and after payment by Bank of any amount required by §9-608(a)(1)(C) or §9-615(a)(3) of the UCC, need Bank account to Pledgor for any surplus.

     7.3. Registration of Securities. If Bank shall determine to exercise its right to sell or otherwise dispose of any or all of the Securities pursuant to this Section 7, and if in the opinion of counsel for Bank it is necessary, or if in the reasonable opinion of Bank it is advisable, to have the Securities, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the “Securities Act”), Pledgor agrees to use its best efforts to cause the issuer or issuers of the Securities contemplated to be sold, to execute and deliver, and cause the directors (or other analogous persons) and officers of such issuer to execute and deliver, all at Pledgor’s expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of Bank, advisable to register such Securities under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for a period of nine (9) months from the date such registration statement became effective, and to make all amendments thereto or to the related prospectus or both that, in the reasonable opinion of Bank, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Pledgor agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or “Blue Sky” laws of any jurisdiction which Bank shall designate and to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act.

     7.4. Private Sales. Pledgor recognizes that Bank may be unable to effect a public sale or other disposition of the Securities by reason of certain prohibitions contained in the Securities Act, federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. Pledgor agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. Bank shall be under no obligation to delay a sale of any of the Securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act, or such other federal banking or other applicable

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laws, even if the issuer would agree to do so. Subject to the foregoing, Bank agrees that any sale of the Securities shall be made in a commercially reasonable manner, and Pledgor agrees to use its best efforts to cause the issuer or issuers of the Securities contemplated to be sold, to execute and deliver, and cause the directors (or other analogous persons) and officers of such issuer to execute and deliver, all at Pledgor’s expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of Bank, advisable to exempt such Securities from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of Bank, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Pledgor further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or “Blue Sky” laws of any jurisdiction which Bank shall designate and, if required, to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

     7.5. Pledgor’s Agreements, etc. Pledgor further agrees to do or cause to be done all such other acts and things as may be reasonably necessary on the part of Pledgor or with respect to the issuer of the Securities to make any sales of any portion or all of the Securities pursuant to this Section 7 valid and binding and in compliance with any and all applicable laws (including, without limitation, the Securities Act, the Securities Exchange Act of 1934, as amended, the rules and regulations of the Securities and Exchange Commission applicable thereto and all applicable state securities or “Blue Sky” laws), regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at Pledgor’s expense. Pledgor further agrees that a breach of any of the covenants contained in this Section 7 will cause irreparable injury to Bank, that Bank has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 7 shall be specifically enforceable against Pledgor by Bank and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants to the extent it lawfully may.

     8. Marshalling. Bank shall not be required to marshal any present or future collateral security for (including but not limited to this Agreement and the Securities Collateral), or other assurances of payment of, the Obligations or any of them, or to resort to such collateral security or other assurances of payment in any particular order. All of Bank’s rights hereunder in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising. To the extent that it lawfully may, Pledgor hereby agrees that it will not invoke any law relating to the marshalling of collateral that might cause delay in or impede the enforcement of Bank’s rights under this Agreement or under any other instrument evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and to the extent that it lawfully may Pledgor hereby irrevocably waives the benefits of all such laws.

     9. Pledgor’s Obligations Not Affected. The obligations of Pledgor hereunder shall remain in full force and effect without regard to, and shall not be impaired by (a) any

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exercise or nonexercise, or any waiver, by Bank of any right, remedy, power or privilege under or in respect of any of the Obligations or any security thereof (including this Agreement); (b) any amendment to or modification of the Loan Agreement, the other Loan Documents or any of the Obligations; (c) any amendment to or modification of any instrument (other than this Agreement) securing any of the Obligations, including, without limitation, any pledge agreement, security agreement or other collateral document delivered under or in connection with the Loan Agreement; or (d) the taking of additional security for, or any other assurances of payment of, any of the Obligations or the release or discharge or termination of any security or other assurances of payment or performance for any of the Obligations; whether or not Pledgor shall have notice or knowledge of any of the foregoing, Pledgor hereby generally waiving all suretyship defenses to the extent applicable. Under no circumstances shall Bank be deemed to be a shareholder, member or other equity holder of any of the Subsidiaries by virtue of the provisions of this Agreement unless expressly agreed to in writing by Bank.

     10. Transfer, etc., by Pledgor. Except as expressly permitted under the Loan Agreement, without the prior written consent of Bank, Pledgor will not sell, assign, transfer or otherwise dispose of, grant any option with respect to, or pledge or grant any security interest in or otherwise encumber or restrict any of the Securities Collateral or any interest therein, except for the pledge thereof and security interest therein provided for in this Agreement and Permitted Liens described in clauses (b) and (h) of the definition thereof.

     11. Further Assurances. Pledgor will do all such acts, and will furnish to Bank all such financing statements, certificates, legal opinions and other documents and will obtain all such governmental consents and corporate approvals and will do or cause to be done all such other things as Bank may reasonably request from time to time in order to give full effect to this Agreement and to secure the rights of Bank hereunder, all without any cost or expense to Bank. Pledgor hereby irrevocably authorizes Bank at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral as the Securities Collateral or words of similar effect, or as being of equal or lesser scope or in greater detail, and (b) contain any other information required by part 5 of Article 9 of the Uniform Commercial Code of the jurisdiction of the filing office for the sufficiency or filing office acceptance of any financing statement or amendment, including whether Pledgor is an organization, the type of organization and any organization identification number issued to Pledgor. Pledgor agrees to furnish any such information to Bank promptly upon request. Pledgor also ratifies its authorization for Bank to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. Pledgor will not permit to be effected any amendment or modification of the charter, by-laws, operating agreements, or other applicable organizational documents of Pledgor or any of the Subsidiaries which would (or would be reasonably likely to) adversely affect the rights or remedies of Bank hereunder or the value of the Securities Collateral.

     12. Bank’s Exoneration. Under no circumstances shall Bank be deemed to assume any responsibility for or obligation or duty with respect to any part or all of the Securities Collateral of any nature or kind or any matter or proceedings arising out of or relating thereto, other than(a) to exercise reasonable care in the physical custody of the Securities Collateral and (b) after a Default or an Event of Default shall have occurred and be continuing to act in a commercially reasonable manner. Bank shall not be required to take any action of any kind to collect, preserve or protect its or Pledgor’s rights in the Securities Collateral or against other parties thereto. Bank’s prior recourse to any part or all of the Securities Collateral shall not

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constitute a condition of any demand, suit or proceeding for payment or collection of any of the Obligations. This Agreement constitutes a pledge of the Securities Collateral and any other applicable collateral hereunder only, and not an assignment of any duties or obligations of Pledgor with respect thereto, and by its acceptance hereof and whether or not Bank shall have exercised any of its rights or remedies hereunder, Bank does not undertake to perform or discharge, and Bank shall not be responsible or liable for the performance or discharge of any such duties or responsibilities, including, without limitation, for any capital calls. Pledgor agrees that, notwithstanding the exercise by Bank of any of its rights hereunder, Pledgor shall remain liable nonetheless for the full and prompt performance of all of Pledgor’s obligations and liabilities under any operating agreement, limited partnership agreement, or similar document evidencing or governing any units of membership interest or limited partnership interest in any limited liability company or limited partnership included in the Securities Collateral. Under no circumstances shall Bank or any holder of any of the Obligations as such be deemed to be a member, limited partner, or other equity owner of any of the Subsidiaries by virtue of the provisions of this Agreement unless expressly agreed to in writing by Bank or such holder. Without limiting the generality of the foregoing, Bank shall not have any fiduciary duty as such to Pledgor or any other equity owner of any of its Subsidiaries by reason of this Agreement, whether by virtue of the security interests and liens hereunder, or any enforcement action in respect of such security interests and liens, unless and until Bank is actually admitted to the applicable Subsidiary as a substitute member or substitute equity owner thereof after exercising enforcement rights under part 6 of Article 9 of the Uniform Commercial Code in effect in the applicable jurisdiction, or otherwise.

     13. No Waiver, etc. Except as provided in Section 1.2 hereof with respect to any updated list of the shares of capital stock or other equity interests, neither this Agreement nor any term hereof may be changed, waived, discharged or terminated except by a written instrument expressly referring to this Agreement and to the provisions so modified or limited, and executed by Bank and Pledgor. No act, failure or delay by Bank shall constitute a waiver of its rights and remedies hereunder or otherwise. No single or partial waiver by Bank of any default or right or remedy that it may have shall operate as a waiver of any other default, right or remedy or of the same default, right or remedy on a future occasion. Pledgor hereby waives presentment, notice of dishonor and protest of all instruments, included in or evidencing any of the Obligations or the Securities Collateral, and any and all other notices and demands whatsoever (except as expressly provided herein or in the Loan Agreement).

     14. Registration and Filing. Pledgor (a) has caused each Subsidiary of Pledgor to duly register the security interests granted hereby on the respective books of such Subsidiary and has furnished Bank with evidence thereof, (b) has duly executed and caused any financing statements with respect to the Securities Collateral to be filed in such a manner and in such places as may be required by law in order to fully protect the rights of Bank hereunder, and (c) will cause any financing statements with respect to the Securities Collateral at all times to be kept recorded and filed at each of the respective Subsidiaries’ expense in such a manner and in such places as may be required by law in order to fully perfect the interests and protect the rights of Bank hereunder.

     15. Notice, etc. All notices, requests and other communications hereunder shall be made in the manner set forth in Section 9 of the Guaranty.

     16. Termination. Upon final payment and performance in full in cash of the Obligations (other than inchoate indemnity obligations and any other obligations which, by their

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terms, are to survive the termination of any of the Loan Documents) and the termination of all lending and other credit commitments of Bank in respect thereof (including all outstanding Letters of Credit), this Agreement shall terminate and Bank shall, at Pledgor’s request and expense, return such Securities Collateral in the possession or control of Bank as has not theretofore been disposed of pursuant to the provisions hereof, together with any moneys and other property at the time held by Bank hereunder.

     17. Overdue Amounts. Until paid, all amounts due and payable by Pledgor hereunder shall be a debt secured by the Securities Collateral and shall bear, whether before or after judgment, interest at the rate of interest for overdue principal set forth in the Loan Agreement.

     18. General. In any action or proceeding between Pledgor and Bank arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ and other costs and expenses incurred, in addition to any other relief to which it may be entitled. All amendments to this Agreement must be in writing signed by both Bank and Pledgor. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, are an original, and all taken together, constitute one Agreement. To the extent that any provision of this Agreement conflicts with any provision of the Loan Agreement, the provision giving Bank greater rights or remedies shall govern, it being understood that the purpose of this Agreement is to add to, and not detract from, the rights granted to Bank under the Loan Agreement. This Agreement, the Loan Agreement and the other Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement, the Loan Agreement and the other Loan Documents merge into this Agreement, the Loan Agreement and the other Loan Documents.

     19. Choice Of Law, Venue and Jury Trial Waiver. California law governs this Agreement without regard to principles of conflicts of law. Pledgor and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Santa Clara County, California; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Pledgor expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Pledgor hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Pledgor hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Pledgor at the address set forth in Section 9 of the Guaranty and that service so made shall be deemed completed upon the earlier to occur of Pledgor’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid.

     TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW PLEDGOR AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A

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MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

     WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies of any nature between them arising at any time shall be decided by a reference to a private judge, mutually selected by the parties (or, if they cannot agree, by the Presiding Judge of the Santa Clara County, California Superior Court) appointed in accordance with California Code of Civil Procedure Section 638 (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts), sitting without a jury, in Santa Clara County, California; and the parties hereby submit to the jurisdiction of such court. The reference proceedings shall be conducted pursuant to and in accordance with the provisions of California Code of Civil Procedure §§ 638 through 645.1, inclusive. The private judge shall have the power, among others, to grant provisional relief, including without limitation, entering temporary restraining orders, issuing preliminary and permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional relief, but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party may apply to the Santa Clara County, California Superior Court for such relief. The proceeding before the private judge shall be conducted in the same manner as it would be before a court under the rules of evidence applicable to judicial proceedings. The parties shall be entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings. The private judge shall oversee discovery and may enforce all discovery rules and order applicable to judicial proceedings in the same manner as a trial court judge. The parties agree that the selected or appointed private judge shall have the power to decide all issues in the action or proceeding, whether of fact or of law, and shall report a statement of decision thereon pursuant to the California Code of Civil Procedure § 644(a). Nothing in this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose against collateral, or obtain provisional remedies. The private judge shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph.

     20. Name Change of Pete Acquisition to UCT Sieger Engineering LLC. Substantially simultaneously with the consummation of the Acquisition, the name of Pete Acquisition LLC shall be changed to UCT Sieger Engineering LLC by filing such name change with the Secretary of State of the State of Delaware. From and after such time, all references to Sieger shall mean UCT Sieger Engineering LLC, a Delaware limited liability company.

[Signature Page Follows]

     IN WITNESS WHEREOF, intending to be legally bound, Pledgor and Bank have caused this Agreement to be executed as of the date first above written.

PLEDGOR:
ULTRA CLEAN HOLDINGS, INC.
By:	/s/ Jack Sexton
	Name:	Jack Sexton
	Title:	Chief Financial Officer

BANK:
SILICON VALLEY BANK
By:	/s/ Maria Fischer Leaf
	Name:	Maria Fischer Leaf
	Title:	Senior Relationship Manager

     The undersigned Subsidiaries hereby join in the above Agreement for the sole purpose of consenting to and being bound by the provisions of Sections 4.1, 6 and 7 thereof, the undersigned hereby agreeing to cooperate fully and in good faith with Bank and Pledgor in carrying out such provisions.

Ultra Clean Technology Systems and Service, Inc. Bob Acquisition Inc. (and any successor by merger) Pete Acquisition LLC (to be renamed UCT Sieger Engineering LLC) Ultra Clean International Holding Company
By:
	Name:
	Title:

ANNEX A TO SECURITIES PLEDGE AGREEMENT

     None of the issuers has any authorized, issued or outstanding shares of its capital stock, membershipinterests,partnershipinterests or other equity interests of any class or any commitments to issue any shares of its capital stock, membershipinterests,partnershipinterests or other equity interests of any class or any securitiesconvertible into or exchangeable for any shares of its capital stock, membershipinterests, partnershipinterests or other equity interests of any class except as otherwise stated in this Annex A.

				Number
			Number of	of	Number of	Par or
	Record	Class of	Authorized	Issued	Outstanding	Liquidation
Issuer	Owner	Shares	Shares	Shares	Shares	Value
Ultra Clean Technology	Ultra Clean Holdings, Inc.	Common	1,000	1,000	1,000	No
Systems and Service, Inc.
Bob Acquisition Inc.	Ultra Clean Holdings, Inc.	Common	1,000	1,000	1,000	No
Pete Acquisition LLC	Ultra Clean Holdings, Inc.	100%	N/A	N/A	N/A	N/A
		membership
		interest
Ultra Clean International	Ultra Clean Holdings, Inc.	Common	100	100	100	No
Holding Company*

*only 65% of the shares (which are currentlyrepresented by Certificate No. 3) are being pledged to Bank hereby.

EX-10.5

Exhibit 10.5

EXECUTION COPY

INTELLECTUAL PROPERTY SECURITY AGREEMENT

     This Intellectual Property Security Agreement is entered into as of June 29, 2006 by and between SILICON VALLEY BANK, a California corporation (“Secured Party”) and ULTRA CLEAN HOLDINGS, INC., a Delaware corporation (“Grantor”).

RECITALS

     A. Ultra Clean Technology Systems and Service, Inc., a California company (“Ultra Clean”), Bob Acquisition Inc. (and any successor by merger), a California corporation (“Bob”), and Pete Acquisition LLC (to be renamed UCT Sieger Engineering LLC), a Delaware limited liability company (“Sieger”, together with Ultra Clean and Bob, each a “Borrower” and collectively, “Borrowers”) and Secured Party, are entering into that certain Loan and Security Agreement dated of even date herewith (as the same may be amended, modified or supplemented from time to time, the “Loan Agreement”; capitalized terms used herein which are not defined, have the meanings set forth in the Loan Agreement).

     B. In consideration of the agreement of Secured Party to make the Credit Extensions to Borrowers under the Loan Agreement, Grantor is willing to grant to Secured Party a security interest in all of Grantor’s right, title and interest, whether presently existing or hereafter acquired, in, to all Intellectual Property and all other Collateral, all as further set forth herein.

     C. Guarantor is the corporate parent of Borrowers and will obtain substantial direct and indirect benefit from the Credit Extensions made by Secured Party to Borrowers under the Loan Agreement.

     NOW, THEREFORE, as collateral security for the payment and performance when due of all of the Obligations, Grantor hereby grants, represents, warrants, covenants and agrees as follows:

AGREEMENT

     1. Grant of Security Interest. To secure all of the Obligations, Grantor grants and pledges to Secured Party a security interest in all of Grantor’s right, title and interest in, to and under its Intellectual Property (as defined in the Loan Agreement), including without limitation the following:

          (a) All of present and future United States registered copyrights and copyright registrations, including, without limitation, the registered copyrights, maskworks, software, computer programs and other works of authorship subject to United States copyright protection listed in Exhibit A-1 to this Agreement (and including all of the exclusive rights afforded a copyright registrant in the United States under 17 U.S.C.§106 and any exclusive rights which may in the future arise by act of Congress or otherwise) and all present and future applications for copyright registrations (including applications for copyright registrations of derivative works and compilations) (collectively, the “Registered Copyrights”), and any and all royalties, payments, and other amounts payable to Grantor in connection with the Registered Copyrights, together with all renewals and extensions of the Registered Copyrights, the right to recover for all past, present, and future infringements of the Registered Copyrights, and all computer programs, computer databases, computer program flow diagrams, source codes, object codes and all tangible property embodying or incorporating the Registered Copyrights, and all other rights of every kind whatsoever accruing thereunder or pertaining thereto.

          (b) All present and future copyrights, maskworks, software, computer programs and other works of authorship subject to (or capable of becoming subject to) United States copyright protection which are not registered in the United States Copyright Office (the “Unregistered

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Copyrights”), whether now owned or hereafter acquired, including without limitation the Unregistered Copyrights listed in Exhibit A-2 to this Agreement, and any and all royalties, payments, and other amounts payable to Grantor in connection with the Unregistered Copyrights, together with all renewals and extensions of the Unregistered Copyrights, the right to recover for all past, present, and future infringements of the Unregistered Copyrights, and all computer programs, computer databases, computer program flow diagrams, source codes, object codes and all tangible property embodying or incorporating the Unregistered Copyrights, and all other rights of every kind whatsoever accruing thereunder or pertaining thereto. The Registered Copyrights and the Unregistered Copyrights collectively are referred to herein as the “Copyrights.”

          (c) All right, title and interest in and to any and all present and future license agreements with respect to the Copyrights.

          (d) All present and future accounts, accounts receivable, royalties, and other rights to payment arising from, in connection with or relating to the Copyrights.

          (e) All patents, patent applications and like protections including, without limitation, improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same, including without limitation the patents and patent applications set forth on Exhibit B attached hereto (collectively, the “Patents”);

          (f) All trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Grantor connected with and symbolized by such trademarks, including without limitation those set forth on Exhibit C attached hereto (collectively, the “Trademarks”);

          (g) Any and all claims for damages by way of past, present and future infringements of any of the rights included above, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the rights identified above;

          (h) All licenses or other rights to use any of the Copyrights, Patents or Trademarks, and all license fees and royalties arising from such use to the extent permitted by such license or rights;

          (i) All amendments, extensions, renewals and extensions of any of the Copyrights, Trademarks or Patents; and

          (j) All proceeds and products of the foregoing, including without limitation all payments under insurance or any indemnity or warranty payable in respect of any of the foregoing, and all license royalties and proceeds of infringement suits, and all rights corresponding to the foregoing throughout the world and all re-issues, divisions continuations, renewals, extensions and continuations-in-part of the foregoing.

     2. Loan Agreement. This security interest is granted in conjunction with the security interest granted to Secured Party under the Loan Agreement. The rights and remedies of Secured Party with respect to the security interest granted hereby are in addition to those set forth in the Loan Agreement and the other Loan Documents, and those which are now or hereafter available to Secured Party as a matter of law or equity. Each right, power and remedy of Secured Party provided for herein or in the Loan Agreement or any of the other Loan Documents, or now or hereafter existing at law or in equity shall be cumulative and concurrent and shall be in addition to every right, power or remedy provided for herein and the exercise by Secured Party of any one or more of the rights, powers or remedies provided for in this Agreement, the Loan Agreement or any of the other Loan Documents, or

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now or hereafter existing at law or in equity, shall not preclude the simultaneous or later exercise by any person, including Secured Party, of any or all other rights, powers or remedies.

     3. Covenants and Warranties. Grantor represents, warrants, covenants and agrees as follows:

          (a) Grantor has no present maskworks, software, computer programs and other works of authorship registered with the United States Copyright Office except as disclosed on Exhibit A-1 hereto.

          (b) Grantor shall undertake all reasonable measures to cause its employees, agents and independent contractors to assign to Grantor all rights of authorship to any copyrighted material in which Grantor has or may subsequently acquire any right or interest.

          (c) Grantor shall promptly advise Secured Party of any registered Trademark, Patent or Copyright not specified in this Agreement, which is hereafter acquired by Grantor.

          (d) Grantor shall not register any maskworks, software, computer programs or other works of authorship subject to United States copyright protection with the United States Copyright Office without first complying with the following: (i) provide Secured Party with at least fifteen (15) days prior written notice of its intent to register such copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto), (ii) execute an Intellectual Property security agreement, a supplement hereto or such other documents as Secured Party may reasonably request to maintain the perfection and priority of Secured Party’s security interest in the copyrights or mask works intended to be registered with the United States Copyright Office, and (iii) record such Intellectual Property security agreement or supplement hereto with the United States Copyright Office contemporaneously with filing the copyright or mask work application(s) with the United States Copyright Office. Grantor shall promptly provide to Secured Party a copy of the application(s) filed with the United States Copyright Office together with evidence of the recording of the Intellectual Property security agreement or supplement hereto necessary for Secured Party to maintain the perfection and priority of its security interest in such copyrights or mask works. Grantor shall provide written notice to Secured Party of any application filed by Grantor in the United States Patent and Trademark Office for a patent or to register a trademark or service mark within thirty (30) days after any such filing.

     4. General. In any action or proceeding between Grantor and Secured Party arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ and other costs and expenses incurred, in addition to any other relief to which it may be entitled. All amendments to this Agreement must be in writing signed by both Secured Party and Grantor. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, are an original, and all taken together, constitute one Agreement. To the extent that any provision of this Agreement conflicts with any provision of the Loan Agreement, the provision giving Secured Party greater rights or remedies shall govern, it being understood that the purpose of this Agreement is to add to, and not detract from, the rights granted to Secured Party under the Loan Agreement. This Agreement, the Loan Agreement and the other Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement, the Loan Agreement and the other Loan Documents merge into this Agreement, the Loan Agreement and the other Loan Documents.

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     5. Choice Of Law, Venue and Jury Trial Waiver. California law governs this Agreement without regard to principles of conflicts of law. Grantor and Secured Party each submit to the exclusive jurisdiction of the State and Federal courts in Santa Clara County, California; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Secured Party from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Secured Party. Grantor expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Grantor hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Grantor hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Grantor at the address set forth in Section 9 of the Guaranty and that service so made shall be deemed completed upon the earlier to occur of Grantor’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid.

     TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW GRANTOR AND SECURED PARTY EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

     WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies of any nature between them arising at any time shall be decided by a reference to a private judge, mutually selected by the parties (or, if they cannot agree, by the Presiding Judge of the Santa Clara County, California Superior Court) appointed in accordance with California Code of Civil Procedure Section 638 (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts), sitting without a jury, in Santa Clara County, California; and the parties hereby submit to the jurisdiction of such court. The reference proceedings shall be conducted pursuant to and in accordance with the provisions of California Code of Civil Procedure §§ 638 through 645.1, inclusive. The private judge shall have the power, among others, to grant provisional relief, including without limitation, entering temporary restraining orders, issuing preliminary and permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional relief, but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party may apply to the Santa Clara County, California Superior Court for such relief. The proceeding before the private judge shall be conducted in the same manner as it would be before a court under the rules of evidence applicable to judicial proceedings. The parties shall be entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings. The private judge shall oversee discovery and may enforce all discovery rules and order applicable to judicial proceedings in the same manner as a trial court judge. The parties agree that the selected or appointed private judge shall have the power to decide all issues in the action or proceeding, whether of fact or of law, and shall report a statement of decision thereon pursuant to the California Code of Civil Procedure § 644(a). Nothing in this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose against collateral, or obtain provisional remedies. The private judge shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph.

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     6. Name Change of Pete Acquisition to UCT Sieger Engineering LLC. Substantially simultaneously with the consummation of the Acquisition, the name of Pete Acquisition LLC shall be changed to UCT Sieger Engineering LLC by filing such name change with the Secretary of State of the State of Delaware. From and after such time, all references to Sieger shall mean UCT Sieger Engineering LLC, a Delaware limited liability company.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties have caused this Intellectual Property Security Agreement to be duly executed by its officers thereunto duly authorized as of the first date written above.

Address of Grantor:	Grantor:
150 Independence Drive	ULTRA CLEAN HOLDINGS, INC.
Menlo Park, CA 94025
	By:	/s/ Jack Sexton
	Name: Jack Sexton
	Title:   Chief Financial Officer
Address of Secured Party:	Secured Party:
3979 Freedom Circle, Suite 600	SILICON VALLEY BANK
Santa Clara, CA 95054
	By:	/s/ Maria Fischer Leaf
	Name: Maria Fischer Leaf
	Title:   Senior Relationship Manager

EXHIBIT A-1

REGISTERED COPYRIGHTS

(including copyrights that are the subject of an application for registration)

Description	Registration/	Registration/
	Application	Application
	Number	Date

EXHIBIT A-2

UNREGISTERED COPYRIGHTS

EXHIBIT B

PATENTS

Description	Registration/	Registration/
	Application	Application
	Number	Date
Gas-panel assembly	7,048,008	05/23/2006
	20050224121
Gas-panel assembly		04/13/2005
	(Serial No.
	11/105730)
Gas panel assembly	11/219,101	09/01/05
Gas panel assembly	11/219,105	09/01/05
Gas panel assembly	PCT Application WO	04/13/05
	2005/100833A1

EXHIBIT C

TRADEMARKS

Description	Registration/	Registration/
	Application	Application
	Number	Date

EX-10.6

Exhibit 10.6

EXECUTION COPY

INTELLECTUAL PROPERTY SECURITY AGREEMENT

     This Intellectual Property Security Agreement is entered into as of June 29, 2006 by and between SILICON VALLEY BANK, a California corporation (“Secured Party”) and ULTRA CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC., a California corporation (“Grantor”).

RECITALS

     A. Grantor, Bob Acquisition Inc. (and any successor by merger), a California corporation (“Bob”), and Pete Acquisition LLC (to be renamed UCT Sieger Engineering LLC), a Delaware limited liability company (“Sieger”, together with Grantor and Bob, each a “Borrower” and collectively, “Borrowers”) and Secured Party, are entering into that certain Loan and Security Agreement dated of even date herewith (as the same may be amended, modified or supplemented from time to time, the “Loan Agreement”; capitalized terms used herein which are not defined, have the meanings set forth in the Loan Agreement).

     B. Pursuant to the terms of the Loan Agreement, Grantor has granted to Secured Party a security interest in all of Grantor’s right, title and interest, whether presently existing or hereafter acquired, in, to all Intellectual Property and all other Collateral.

     NOW, THEREFORE, as collateral security for the payment and performance when due of all of the Obligations, Grantor hereby grants, represents, warrants, covenants and agrees as follows:

AGREEMENT

     1. Grant of Security Interest. To secure all of the Obligations, Grantor grants and pledges to Secured Party a security interest in all of Grantor’s right, title and interest in, to and under its Intellectual Property (as defined in the Loan Agreement), including without limitation the following:

     (a) All of present and future United States registered copyrights and copyright registrations, including, without limitation, the registered copyrights, maskworks, software, computer programs and other works of authorship subject to United States copyright protection listed in Exhibit A-1 to this Agreement (and including all of the exclusive rights afforded a copyright registrant in the United States under 17 U.S.C. §106 and any exclusive rights which may in the future arise by act of Congress or otherwise) and all present and future applications for copyright registrations (including applications for copyright registrations of derivative works and compilations) (collectively, the “Registered Copyrights”), and any and all royalties, payments, and other amounts payable to Grantor in connection with the Registered Copyrights, together with all renewals and extensions of the Registered Copyrights, the right to recover for all past, present, and future infringements of the Registered Copyrights, and all computer programs, computer databases, computer program flow diagrams, source codes, object codes and all tangible property embodying or incorporating the Registered Copyrights, and all other rights of every kind whatsoever accruing thereunder or pertaining thereto.

     (b) All present and future copyrights, maskworks, software, computer programs and other works of authorship subject to (or capable of becoming subject to) United States copyright protection which are not registered in the United States Copyright Office (the “Unregistered Copyrights”), whether now owned or hereafter acquired, including without limitation the Unregistered Copyrights listed in Exhibit A-2 to this Agreement, and any and all royalties, payments, and other amounts payable to Grantor in connection with the Unregistered Copyrights, together with all renewals and extensions of the Unregistered Copyrights, the right to recover for all past, present, and future infringements of the Unregistered Copyrights, and all computer programs, computer databases, computer

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program flow diagrams, source codes, object codes and all tangible property embodying or incorporating the Unregistered Copyrights, and all other rights of every kind whatsoever accruing thereunder or pertaining thereto. The Registered Copyrights and the Unregistered Copyrights collectively are referred to herein as the “Copyrights.”

     (c) All right, title and interest in and to any and all present and future license agreements with respect to the Copyrights.

     (d) All present and future accounts, accounts receivable, royalties, and other rights to payment arising from, in connection with or relating to the Copyrights.

     (e) All patents, patent applications and like protections including, without limitation, improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same, including without limitation the patents and patent applications set forth on Exhibit B attached hereto (collectively, the “Patents”);

     (f) All trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Grantor connected with and symbolized by such trademarks, including without limitation those set forth on Exhibit C attached hereto (collectively, the “Trademarks”);

     (g) Any and all claims for damages by way of past, present and future infringements of any of the rights included above, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the rights identified above;

     (h) All licenses or other rights to use any of the Copyrights, Patents or Trademarks, and all license fees and royalties arising from such use to the extent permitted by such license or rights;

     (i) All amendments, extensions, renewals and extensions of any of the Copyrights, Trademarks or Patents; and

     (j) All proceeds and products of the foregoing, including without limitation all payments under insurance or any indemnity or warranty payable in respect of any of the foregoing, and all license royalties and proceeds of infringement suits, and all rights corresponding to the foregoing throughout the world and all re-issues, divisions continuations, renewals, extensions and continuations-in-part of the foregoing.

     2. Loan Agreement. This security interest is granted in conjunction with the security interest granted to Secured Party under the Loan Agreement. The rights and remedies of Secured Party with respect to the security interest granted hereby are in addition to those set forth in the Loan Agreement and the other Loan Documents, and those which are now or hereafter available to Secured Party as a matter of law or equity. Each right, power and remedy of Secured Party provided for herein or in the Loan Agreement or any of the other Loan Documents, or now or hereafter existing at law or in equity shall be cumulative and concurrent and shall be in addition to every right, power or remedy provided for herein and the exercise by Secured Party of any one or more of the rights, powers or remedies provided for in this Agreement, the Loan Agreement or any of the other Loan Documents, or now or hereafter existing at law or in equity, shall not preclude the simultaneous or later exercise by any person, including Secured Party, of any or all other rights, powers or remedies.

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     3. Covenants and Warranties. Grantor represents, warrants, covenants and agrees as follows:

     (a) Grantor has no present maskworks, software, computer programs and other works of authorship registered with the United States Copyright Office except as disclosed on Exhibit A-1 hereto.

     (b) Grantor shall undertake all reasonable measures to cause its employees, agents and independent contractors to assign to Grantor all rights of authorship to any copyrighted material in which Grantor has or may subsequently acquire any right or interest.

      (c) Grantor shall promptly advise Secured Party of any registered Trademark, Patent or Copyright not specified in this Agreement, which is hereafter acquired by Grantor.

      (d) Grantor shall not register any maskworks, software, computer programs or other works of authorship subject to United States copyright protection with the United States Copyright Office without first complying with the following: (i) provide Secured Party with at least fifteen (15) days prior written notice of its intent to register such copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto), (ii) execute an Intellectual Property security agreement, a supplement hereto or such other documents as Secured Party may reasonably request to maintain the perfection and priority of Secured Party’s security interest in the copyrights or mask works intended to be registered with the United States Copyright Office, and (iii) record such Intellectual Property security agreement or supplement hereto with the United States Copyright Office contemporaneously with filing the copyright or mask work application(s) with the United States Copyright Office. Grantor shall promptly provide to Secured Party a copy of the application(s) filed with the United States Copyright Office together with evidence of the recording of the Intellectual Property security agreement or supplement hereto necessary for Secured Party to maintain the perfection and priority of its security interest in such copyrights or mask works. Grantor shall provide written notice to Secured Party of any application filed by Grantor in the United States Patent and Trademark Office for a patent or to register a trademark or service mark within thirty (30) days after any such filing.

     4. General. In any action or proceeding between Grantor and Secured Party arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ and other costs and expenses incurred, in addition to any other relief to which it may be entitled. All amendments to this Agreement must be in writing signed by both Secured Party and Grantor. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, are an original, and all taken together, constitute one Agreement. To the extent that any provision of this Agreement conflicts with any provision of the Loan Agreement, the provision giving Secured Party greater rights or remedies shall govern, it being understood that the purpose of this Agreement is to add to, and not detract from, the rights granted to Secured Party under the Loan Agreement. This Agreement, the Loan Agreement and the other Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement, the Loan Agreement and the other Loan Documents merge into this Agreement, the Loan Agreement and the other Loan Documents.

     5. Choice Of Law, Venue and Jury Trial Waiver. California law governs this Agreement without regard to principles of conflicts of law. Grantor and Secured Party each submit to the exclusive jurisdiction of the State and Federal courts in Santa Clara County, California; provided, however, that

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nothing in this Agreement shall be deemed to operate to preclude Secured Party from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Secured Party. Grantor expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Grantor hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Grantor hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Grantor at the address set forth in Section 10 of the Loan Agreement and that service so made shall be deemed completed upon the earlier to occur of Grantor’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid.

     TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW GRANTOR AND SECURED PARTY EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

     WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies of any nature between them arising at any time shall be decided by a reference to a private judge, mutually selected by the parties (or, if they cannot agree, by the Presiding Judge of the Santa Clara County, California Superior Court) appointed in accordance with California Code of Civil Procedure Section 638 (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts), sitting without a jury, in Santa Clara County, California; and the parties hereby submit to the jurisdiction of such court. The reference proceedings shall be conducted pursuant to and in accordance with the provisions of California Code of Civil Procedure §§ 638 through 645.1, inclusive. The private judge shall have the power, among others, to grant provisional relief, including without limitation, entering temporary restraining orders, issuing preliminary and permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional relief, but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party may apply to the Santa Clara County, California Superior Court for such relief. The proceeding before the private judge shall be conducted in the same manner as it would be before a court under the rules of evidence applicable to judicial proceedings. The parties shall be entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings. The private judge shall oversee discovery and may enforce all discovery rules and order applicable to judicial proceedings in the same manner as a trial court judge. The parties agree that the selected or appointed private judge shall have the power to decide all issues in the action or proceeding, whether of fact or of law, and shall report a statement of decision thereon pursuant to the California Code of Civil Procedure § 644(a). Nothing in this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose against collateral, or obtain provisional remedies. The private judge shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph.

     6. Name Change of Pete Acquisition to UCT Sieger Engineering LLC. Substantially simultaneously with the consummation of the Acquisition, the name of Pete Acquisition LLC shall be changed to UCT Sieger Engineering LLC by filing such name change with the Secretary of State of the

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State of Delaware. From and after such time, all references to Sieger shall mean UCT Sieger Engineering LLC, a Delaware limited liability company.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties have caused this Intellectual Property Security Agreement to be duly executed by its officers thereunto duly authorized as of the first date written above.

Address of Grantor:	Grantor:
150 Independence Drive	ULTRA CLEAN TECHNOLOGY SYSTEMS
Menlo Park, CA 94025	AND SERVICES, INC.
	By:	/s/ Jack Sexton
	Name: Jack Sexton
	Title:   Chief Financial Officer
Address of Secured Party:	Secured Party:
3979 Freedom Circle, Suite 600	SILICON VALLEY BANK
Santa Clara, CA 95054
	By:	/s/ Maria Fischer Leaf
	Name: Maria Fischer Leaf
	Title:   Senior Relationship Manager

EXHIBIT A-1

REGISTERED COPYRIGHTS
(including copyrights that are the subject of an application for registration)

Description	Registration/	Registration/
	Application	Application
	Number	Date

EXHIBIT A-2

UNREGISTERED COPYRIGHTS

EXHIBIT B

PATENTS

Description	Registration/	Registration/
	Application	Application
	Number	Date
Welding method for forming chromium oxide passivated	6,172,320	01/09/2001
film at welded portion
Welding method for forming chromium oxide passivated	6,518,534	02/11/2003
film at welded portion
Method and apparatus for removing leaking gas in an	6,142,164	11/07/2000
integrated gas panel system
Automated tube cutting apparatus and method	6,112,132	08/29/2000
Catalytic reactor apparatus and method for generating	10/219,988	08/13/2002
high purity water vapor

EXHIBIT C

TRADEMARKS

Description	Registration/	Registration/
	Application	Application
	Number	Date
Ultra Clean Technology	2,152,652	04/21/1998

EX-10.7

Exhibit 10.7

EMPLOYMENT AGREEMENT

     EMPLOYMENT AGREEMENT (“Agreement”) dated as of June 29, 2006, by and among Ultra Clean Holdings, Inc., a Delaware corporation (together with its successors, the “Company”), and Leonard Mezhvinsky (“Executive”), to be effective as of the Effective Time (as defined in the Merger Agreement) (the “Effective Date”).

     WHEREAS, upon consummation of the transactions contemplated by the Agreement and Plan of Merger dated as of June 29, 2006 (the “Merger Agreement”), among Sieger Engineering, Inc. (the “Target”), the Company and certain other parties named therein, Target will become a subsidiary of the Company;

WHEREAS, Executive is currently employed by Target;

     WHEREAS, the Company considers it in its best interests to foster the continued employment of Executive with the Company or one of its affiliates from and after the Effective Date;

     WHEREAS, Executive is willing to continue his employment on and after the Effective Date on the terms hereinafter set forth in this Agreement;

     NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements of the parties set forth in this Agreement, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE 1
POSITION;TERM OF AGREEMENT

     Section 1.01. Position. (a) As of and following the Effective Date, Executive shall serve as President of the Company and its applicable subsidiaries. Executive shall report to the Chief Executive Officer of the Company. Executive shall have such duties and authority, consistent with such position, as shall be determined from time to time by the Company.

     (b) The Company shall recommend to the Nominating and Corporate Governance Committee that Executive be nominated as a member of the Company’s Board of Directors (the “Board”) as of the appointment of an independent director to the Board.

     (c) During the Employment Term (as defined below), Executive will devote substantially all of his business time to the performance of his duties under

this Agreement and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict with the rendition of such services either directly or indirectly, without the prior written consent of the Board.

     Section 1.02. Term. The term of this Agreement (the “Employment Term”) shall commence on the Effective Date and end on the anniversary of the Effective Date, subject to earlier termination if Executive’s employment is terminated by written notice by either party (subject to the terms of this Agreement) or extension by mutual written agreement of the parties.

ARTICLE 2
COMPENSATION AND BENEFITS

     Section 2.01. Base Salary. Commencing on the Effective Date, the Company shall pay Executive an initial annual base salary (the “Base Salary”) at the annual rate of $297,500, payable in accordance with the payroll and personnel practices of the Company from time to time. Executive’s compensation package shall be subject to periodic review by the Board or a committee of the Board.

     Section 2.02. Bonus. Executive shall be eligible to participate in an executive bonus plan in accordance with the terms and conditions of such plan. Executive’s target bonus opportunity shall be $148,750, subject to meeting such performance criteria (including Company performance goals and/or individual performance goals) as shall be set by the Board or the Compensation Committee of the Board in its discretion.

     Section 2.03. Stock Options. Promptly after the Effective Date and subject to approval by the Board, the Company shall grant to Executive an option (the “Option”) to purchase 315,000 shares of common stock of the Company (“Common Stock”), at an exercise price per share equal to the fair market value (determined in accordance with the terms of the Company’s stock incentive plan) of a share of Common Stock on the grant date. Subject to Executive’s continued employment with the Company or one of its subsidiaries as of the applicable vesting date, the Option shall become vested over four years as follows: (i) 25% of the shares constituting the Option shall become vested and exercisable on the first anniversary of the Effective Date, and (ii) thereafter, 1/48 of the shares constituting the Option shall become vested and exercisable per month. Upon a Change of Control (as defined below), the Option shall become fully vested. Except as set forth herein, the Option shall otherwise be subject to the terms of the Company’s stock incentive plan.

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     Section 2.04. Employee Benefits. Subject to the terms of the applicable plans, Executive shall be eligible during the Employment Term for employee benefits substantially similar to those benefits made available generally to senior executives of the Company.

     Section 2.05. Business And Travel Expenses. Reasonable travel, entertainment and other business expenses incurred by Executive in the performance of Executive’s duties hereunder shall be reimbursed by the Company in accordance with the Company’s policies as in effect from time to time.

ARTICLE 3
CERTAIN TERMINATION BENEFITS

     Section 3.01. Involuntary Termination. (a) A “Qualifying Event” means (i) the termination of Executive’s employment by the Company without Cause (other than by reason of Executive’s death or disability) at any time or (ii) the termination of Executive’s employment by Executive with Good Reason within six months after a Change of Control.

     (b)In the event of any termination of employment during the Employment Term upon a Qualifying Event, Executive shall be entitled to the following benefits (the “Severance Benefits”), subject to Executive signing and not revoking a release of claims in a form reasonably acceptable to the Company and Executive’s continued compliance with the covenants set forth in Section 4.01 hereof or of the Corporate Opportunity Agreement:

     (i)The Company shall (A) continue to pay Executive’s base salary for 12 months following the date of termination and (B) pay Executive as soon as practicable a lump sum, in cash, equal to Executive’s earned but unpaid bonus, if any, as of the date of termination; provided that is the intention of the parties that the timing of the payments under this clause (i) shall be made in compliance with Section 409A of the Code.

     (ii)Continuation of medical and dental benefits for Executive and his dependents substantially similar to, and at the same cost to Executive of, those provided immediately prior to the date of termination until the earlier to occur of (A) the end of the 12-month period after the date of termination and (B) such time as Executive is covered by comparable programs of a subsequent employer.

     (iii)Subject to Section 2.03 above, the portion of any options to purchase stock in the Company held by Executive under the Company’s employee stock option plan which would have become vested and exercisable within the 12-month period following the date of termination shall become fully vested and exercisable on the date of such termination.

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     (c)The benefits provided under this Section shall be in lieu of any severance benefits under any plans, programs, policies or practices of the Company and its subsidiaries and shall be reduced by amounts due, or notice period required, under the WARN Act or other applicable law.

     Section 3.02. At-Will Employment Status. Nothing contained in this Agreement shall interfere with the at-will employment status of Executive or with the Company’s or Executive’s right to terminate Executive’s employment at any time, subject to payment of the benefits provided under Section 3.01 if applicable.

     Section 3.03. Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

     (a)“Cause” means the occurrence of any one or more of the following:

     (i)the failure, refusal or willful neglect of Executive to perform the services required of Executive hereunder;

     (ii)the Company forming a good faith belief that Executive has engaged in fraudulent conduct in connection with the business of the Company or that Executive has committed a felony;

     (iii)Executive’s breach of any of the covenants contained in Section 4.01 or of the Confidentiality Agreement (as defined below); or

     (iv)the Company forming a good faith belief that Executive has committed an act of misconduct, violated the Company’s anti-discrimination policies prohibiting discrimination or harassment on the grounds of race, sex, age or any other legally prohibited basis, or otherwise has caused material harm to the Company’s reputation or goodwill.

     (b)“Change of Control” means the occurrence of any one or more of the following:

     (i)the consummation of a merger or consolidation of the Company with or into any other entity (other than with any entity or group in which Executive has not less than a 5% beneficial interest) pursuant to which the holders of outstanding equity of the Company immediately prior to such merger or consolidation hold directly or indirectly 50% or less of the voting power of the equity securities of the surviving entity;

     (ii)the sale or other disposition of all or substantially all of the Company’s assets (other than to any entity or group in which Executive has not less than a 5% beneficial interest); or

     (iii)any acquisition by any person or persons (other than the direct and indirect holders of outstanding equity of the Company

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immediately after the Effective Date and other than any entity or group in which Executive has not less than a 5% beneficial interest) of the beneficial ownership of more than 50% of the voting power of the Company’s equity securities in a single transaction or series of related transactions; provided, however, that an underwritten public offering of the Company’s securities shall not be considered a Change in Control;

provided, however, that a transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who directly or indirectly held the Company’s securities immediately before such transaction.

     (c)“Good Reason” means the occurrence of any of the following without Executive’s written consent:

     (i)A significant reduction in the duties, position and responsibilities held by the Executive immediately prior to the Change of Control;

     (ii)A material reduction by the Company of Executive’s base salary (other than in connection with an action affecting a majority of the executive officers of the Company); or

     (iii)Any relocation of Executive’s office to a location more than 60 miles from its location immediately prior to the Change of Control;

provided, however, that no act or failure to act by the Company shall give rise to Good Reason unless (A) Executive notifies the Company in writing of the circumstances he believes constitute Good Reason hereunder within 30 days after he acquires knowledge of such circumstances and (B) the Company has failed to cure or remedy such circumstances within 30 days of written notice by Executive to the Company.

ARTICLE 4
COVENANTS AND REPRESENTATIONS

     Section 4.01. Nondisparagement, Nonsolicitation And Nondisclosure. (a) In connection with the termination of Executive’s employment hereunder, Executive shall cooperate with the Company and any subsidiary or affiliate of the Company to ensure an orderly transition, in such a manner and at such times as the Company shall reasonably request.

     (b) Executive agrees he will be bound by the non-solicitation covenants in Section 1(b) of the Agreement to Preserve Corporate Opportunity.

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     (c) Except as required by law, neither party will at any time (whether during or after termination of Executive’s employment with the Company) knowingly make any statement, written or oral, or take any other action that would disparage or otherwise harm the other party, its business or reputation or, in the case of the Company, the reputation of any of its affiliates or the officers and directors of any of them.

     (d) Executive agrees to execute the Company’s standard form of Confidentiality and Non-Disclosure Agreement (the “Confidentiality Agreement”) and to comply with the obligations thereunder during and after the Employment Term.

     Section 4.02. Material Inducement; Specific Performance. (a) If any provision of Section 4.01 is determined by a court of competent jurisdiction not to be enforceable in the manner set forth in this Agreement, the Company and Executive agree that it is the intention of the parties that such provision should be enforceable to the maximum extent possible under applicable law and that such court shall reform such provision to make it enforceable in accordance with the intent of the parties.

     (b) Executive acknowledges that a material part of the inducement for the Company to provide the compensation provided herein is Executive’s covenants set forth in Section 4.01 and that the covenants and obligations of Executive with respect to nondisclosure and nonsolicitation relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants and obligations will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, Executive agrees that, if Executive shall materially breach any of those covenants during or following termination of employment, the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post a bond) restraining Executive from committing any violation of the covenants and obligations contained in Section 4.01 and the Company shall have no further obligation to pay Executive any benefits otherwise payable hereunder. The remedies in the preceding sentence are cumulative and are in addition to any other rights and remedies the Company may have at law or in equity as an arbitrator (or court) shall reasonably determine.

     Section 4.03. Executive Representation. Executive expressly represents and warrants to the Company that Executive is not a party to any contract or agreement and is not otherwise obligated in any way, and is not subject to any rules or regulations, whether governmentally imposed or otherwise, which will or may restrict in any way Executive’s ability to fully perform Executive’s duties and responsibilities under this Agreement.

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ARTICLE 5
SUCCESSORS AND ASSIGNMENTS

     Section 5.01. Assignments. Except for an assignment in the event of a change in control or an assignment to an affiliate of the Company, this Agreement shall not be assignable by the Company without the written consent of Executive. This Agreement shall not be assignable by Executive.

     Section 5.02. Successors; Binding Agreement. This Agreement shall inure to the benefit of and be binding upon personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees.

ARTICLE 6
MISCELLANEOUS

     Section 6.01. Notices. Any notice required to be delivered hereunder shall be in writing and shall be addressed:

(i)	if to the Company, to: Ultra Clean Holdings, Inc. 150 Independence Drive Menlo Park, CA 94025 Fax: (650) 326-0929 Attention: Chief Executive Officer
(ii)	if to Executive, to Executive’s last known address as reflected on the books and records of the Company;

or, in each case, to such other address as such party may hereafter specify for the purpose by written notice to the other party hereto. Any such notice shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a business day in the place of receipt. Otherwise, any such notice shall be deemed not to have been received until the next succeeding business day in the place of receipt.

     Section 6.02. Dispute Resolution. (a) Except as provided in Section 4.02, each of Executive and the Company shall have the right and option to elect (in lieu of litigation) to have any dispute or controversy arising under or in connection with this Agreement settled by arbitration, conducted before a panel of three arbitrators sitting in Santa Clara County, California, in accordance with the rules of the American Arbitration Association then in effect. Executive’s election to arbitrate, as herein provided, and the decision of the arbitrators in that proceeding, shall be binding on the Company and Executive. Judgment may be entered on the award of the arbitrator in any court having jurisdiction.

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     (b) Each party shall pay its own expenses of such arbitration or litigation and all common expenses of such arbitration or litigation shall be borne by the Company. Each party to an arbitration or litigation hereunder shall be responsible for the payment of its own attorneys’ fees.

     Section 6.01. Unfunded Agreement. The obligations of the Company under this Agreement represent an unsecured, unfunded promise to pay benefits to Executive and/or Executive’s beneficiaries, and shall not entitle Executive or such beneficiaries to a preferential claim to any asset of the Company.

     Section 6.02. Entire Agreement. This Agreement represents the entire agreement between Executive and the Company, Target and this affiliates with respect to the matters referred to herein, and supersedes all prior discussions, negotiations, and agreements concerning such matters (other than the Confidentiality Agreement).

     Section 6.03. Tax Withholding. Notwithstanding anything in this Agreement to the contrary, the Company shall be entitled to withhold from any amounts payable under this Agreement all federal, state, city, or other taxes as are legally required to be withheld.

     Section 6.04. Waiver Of Rights. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a continuing waiver or as a consent to or waiver of any subsequent breach hereof.

     Section 6.05. Amendment. This Agreement may not be modified, altered or changed except upon the express written consent of both parties.

     Section 6.06. Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.

     Section 6.07. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to principles of conflict of laws.

     Section 6.08. Counterparts. This Agreement may be signed in several counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were on the same instrument.

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     IN WITNESS WHEREOF, the Company and Executive have executed this Agreement, to be effective as of the day and year first written above.

ULTRA CLEAN HOLDINGS, INC.
By:
	Name:
	Title:
EXECUTIVE:
Leonard Mezhvinsky

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EX-10.8

Exhibit 10.8

AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT

dated as of

June 29, 2006

among

ULTRA CLEAN HOLDINGS, INC.,

FP-ULTRA CLEAN, L.L.C.,

     LEONID AND INNA MEZHVINSKY AS TRUSTEES OF THE
REVOCABLE TRUST AGREEMENT OF LEONID MEZHVINSKY AND
INNA MEZHVINSKY DATED APRIL 26, 1988,

JOE AND JENNY CHEN AS TRUSTEES OF THE JOE CHEN AND
JENNY CHEN REVOCABLE TRUST DATED 2002,

VICTOR MEZHVINSKY,

     VICTOR MEZHVINSKY AS TRUSTEE OF THE JOSHUA
MEZHVINSKY 2002 IRREVOCABLE TRUST UNDER AGREEMENT
DATED JUNE 4, 2004,

DAVID HONGYU WU AND WINNIE WEI ZHEN WU AS TRUSTEES OF
THE CHEN MINORS IRREVOCABLE TRUST,

and

FRANK MOREMAN

TABLE OF CONTENTS

PAGE

	ARTICLE 1 DEFINITIONS
Section 1.01.	Definitions	2
	ARTICLE 2 CORPORATE GOVERNANCE

Section 2.01.	Composition of the Board	5
Section 2.02.	Removal	7
Section 2.03.	Vacancies	7
Section 2.04.	Action by the Board	7
Section 2.05.	Conflicting Charter or Bylaw Provisions	8
Section 2.06.	Subsidiary Governance	8
	ARTICLE 3 RESTRICTIONS ON TRANSFER

Section 3.01.	General	9
Section 3.02.	Legends	9
Section 3.03.	Co-Sale Rights	9
Section 3.04.	Drag-Along Rights	10
	ARTICLE 4 CERTAIN COVENANTS AND AGREEMENTS

Section 4.01.	Information	11
Section 4.02.	Reports	12
Section 4.03.	Appointment of Stockholder Representative	12
	ARTICLE 5 MISCELLANEOUS

Section 5.01.	Entire Agreement	13
Section 5.02.	Binding Effect; Benefit	13
Section 5.03.	Assignability	13
Section 5.04.	Waiver; Amendment; Termination	13
Section 5.05.	Notices	14
Section 5.06.	Fees and Expenses	15
Section 5.07.	Headings	15
Section 5.08.	Counterparts	15
Section 5.09.	Applicable Law	15
Section 5.10.	Waiver of Jury Trial	15

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Section 5.11.	Specific Enforcement	16
Section 5.12.	Consent to Jurisdiction	16
Section 5.13.	Severability	16
Section 5.14.	Recapitalization	16
Section 5.15.	No Inconsistent Agreements	17

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AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT

     AGREEMENT dated as of June 29, 2006 (the “Agreement”) among Ultra Clean Holdings, Inc., a Delaware corporation (the “Company”), FP-Ultra Clean, L.L.C., a Delaware limited liability company (“FP”) and Leonid and Inna Mezhvinsky as trustees of the Revocable Trust Agreement of Leonid Mezhvinsky and Inna Mezhvinsky dated April 26, 1988 (the “Mehzvinsky Living Trust”), Joe and Jenny Chen as trustees of the Joe Chen and Jenny Chen Revocable Trust dated 2002, Victor Mezhvinsky, Victor Mezhvinsky as trustee of the Joshua Mezhvinsky 2002 Irrevocable Trust under Agreement dated June 4, 2004 (the “Joshua Trust”), David Hongyu Wu and Winnie Wei Zhen Wu as trustees of the Chen Minors Irrevocable Trust and Frank Moreman (collectively, the “Sieger Stockholders”),and such additional persons as may sign joinder agreements to this Agreement.

W I T N E S S E T H :

     WHEREAS, FP is currently the owner of more than 20% of the Common Stock of the Company;

     WHEREAS, the Company has entered into an Agreement and Plan of Merger and Reorganization dated as of June 29, 2006 among Sieger Engineering, Inc., Leonid Mezhvinsky, the Company, Bob Acquisition Inc., Pete Acquisition LLC, the Sieger Stockholders and Leonid Mezhvinsky as Sellers’ Agent (the “Merger Agreement”) pursuant to which the Sieger Stockholders will receive shares of Common Stock of the Company;

     WHEREAS, the Company, FP and the Sieger Stockholders are entering into an Amended and Restated Registration Rights Agreement dated as of the date hereof (the “Amended and Restated Registration Right Agreement”) and the Company, Leonid Mehzvinsky and the Sieger Stockholders are entering into a Lockup Agreement dated as of the date hereof (the “Lockup Agreement”);

     WHEREAS, the parties hereto desire to enter into this Agreement to govern certain of their rights, duties and obligations;

     WHEREAS, the parties intend this Agreement to amend, supersede and restate in its entirety the Stockholders’ Agreement dated as of March 24, 2004 among the Company, FP and certain other persons named therein (the “Original Stockholders’ Agreement”);

     NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties hereto agree that the Original Stockholders’ Agreement shall be amended and restated as follows:

ARTICLE 1
DEFINITIONS

     Section 1.01. Definitions. (a) The following terms, as used herein, have the following meanings:

     “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person, provided that no securityholder of the Company shall be deemed an Affiliate of any other securityholder solely by reason of any investment in the Company. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

     “Aggregate Ownership” means, with respect to any Stockholder or group of Stockholders, and with respect to any class of Company Securities, the total amount of such class of Company Securities “beneficially owned” (as such term is defined in Rule 13d-3 of the Exchange Act) (without duplication) by such Stockholder or group of Stockholders as of the date of such calculation, calculated on a Fully Diluted basis.

     “Aggregate Ownership Percentage” means, with respect to any Stockholder (or group of Stockholders), and with respect to any class of Company Securities, the percentage equal to such Stockholder’s (or group of Stockholders’) Aggregate Ownership of such class of Company Securities divided by all outstanding Common Shares, calculated on a Fully Diluted basis.

     “Board” means the board of directors of the Company.

     “Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in San Francisco or New York City are authorized by law to close.

     “Bylaws” means the bylaws of the Company, as amended from time to time.

     “Charter” means the certificate of incorporation of the Company, as the same may be amended from time to time.

     “Code” means the Internal Revenue Code of 1986, as amended from time to time.

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     “Common Stock” means the Common Stock, par value $0.001 per share, of the Company. “Common Shares” means shares of Common Stock.

     “Company Securities” means (i) the Common Stock, (ii) securities convertible into or exchangeable for Common Stock and (iii) options, warrants or other rights to acquire Common Stock or any other equity or equity-linked security issued by the Company.

     “Drag-Along Proportion” means the number of Common Shares that represents the percentage of all Common Shares held by FP to be sold pursuant to Section 3.04.

     “Drag-Along Shares” means the number of Common Shares of any Sieger Stockholder that represents the percentage of all Common Shares held by such Sieger Stockholder equal to the Drag-Along Proportion.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “Five Percent Stockholder” means a Stockholder whose Aggregate Ownership Percentage is 5% or more.

     “Foreign Subsidiary” means, with respect to the Company, any entity organized under the laws of a jurisdiction other than a State of the United States of America of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by the Company.

     “Fully Diluted” means, with respect to any class of Company Securities, all outstanding shares and all shares issuable in respect of securities convertible into or exchangeable for such shares, all stock appreciation rights, options, warrants and other rights to purchase or subscribe for such Company Securities or securities convertible into or exchangeable for such Company Securities; provided that if any of the foregoing stock appreciation rights, options, warrants or other rights to purchase or subscribe for such Company Securities are subject to vesting, the Company Securities subject to vesting shall be included in the definition of “Fully Diluted” only upon and to the extent of such vesting.

     “Insignificant Subsidiary” means a subsidiary of the Company that does not meet any of the conditions contained in the definition of “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X promulgated by the SEC.

     “Investment” means, with respect to any Person, (i) any direct or indirect purchase or other acquisition by such Person of any notes, obligations,

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instruments, stock, securities or ownership interest (including any partnership, limited liability and joint venture interest) of any other Person and (ii) any capital contribution by such Person to any other Person.

     “Mehzvinsky Party” means each of Leonid and Inna Mezhvinsky as trustees of the Mezhvinsky Living Trust, Victor Mezhvinsky, and Victor Mezhvinsky as trustee of the Joshua Trust.

     “Permitted Transferee” means (i) with respect to FP, any Person so designated by FP in its sole discretion, (ii) with respect to a Mehvinsky Party, any other Mezhvinsky Party, and (iii) with respect to any Sieger Stockholder, as applicable, such Sieger Stockholder’s Affiliates, spouse, ex-spouse, domestic partner, lineal descendant or antecedent, brother or sister, the adopted child or adopted grandchild, or the spouse or domestic partner of any child, adopted child, grandchild or adopted grandchild of such Sieger Stockholder, or a trust or trusts for the benefit of such Sieger Stockholder or those members of such Sieger Stockholder’s family specified in this clause (iii).

     “Person” means an individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

     “Pro Rata Share” means with respect to any Stockholder, the quotient obtained by dividing (i) the number of Common Shares held by such Stockholder by (ii) the aggregate number of all Common Shares held by the Stockholders.

     “SEC” means the Securities and Exchange Commission.

     “Securities Act” means the Securities Act of 1933, as amended.

     “Stockholder” means at any time, any Person (other than the Company) who shall then be a party to or bound by this Agreement, so long as such Person shall “beneficially own” (as such term is defined in Rule 13d-3 of the Exchange Act) any Company Securities.

     “Subsidiary” means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person.

     “Third Party” means a prospective purchaser(s) (other than a Permitted Transferee or other Affiliate of such Stockholder) of Company Securities in an arm’s-length transaction from a Stockholder.

     “Transfer” means, with respect to any Company Security, (i) when used as a verb, to sell, assign, dispose of, exchange, pledge, encumber, hypothecate or

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otherwise transfer such security or any participation or interest therein, whether directly or indirectly, or agree or commit to do any of the foregoing and (ii) when used as a noun, a direct or indirect sale, assignment, disposition, exchange, pledge, encumbrance, hypothecation or other transfer of such security or any participation or interest therein or any agreement or commitment to do any of the foregoing.

     (b)The term “FP,” to the extent FP shall have transferred any of its Company Securities, shall mean FP and such transferee or transferees, taken together.

     (c)Each of the following terms is defined in the Section set forth opposite such term:

Term	Section
Additional Directors	2.01
Agreement	Preamble
Cause	2.02
Company	Preamble
Drag-Along Notice	Section 3.04(a)
FP	Preamble
FP Directors	Section 2.01(a)
FP Stockholder Representative	4.03
Replacement Nominee	2.03(a)
Sale Notice	Section 3.03(a)
Stockholder	5.03

ARTICLE 2
CORPORATE GOVERNANCE

     Section 2.01. Composition of the Board. (a) The Board shall consist of up to nine directors, nominated as follows: (i) up to three directors will be nominated by FP (the “FP Directors”); (ii) one director nominee will be the Chief Executive Officer of the Company for so long as he or she is employed by the Company; (iii) one director nominee will be Leonid Mezhvinsky (immediately following the appointment of an additional independent director to the Board) so long as (A) he is employed by the Company, (B) the Sieger Stockholders collectively hold more than 247,191 shares of Common Stock (C) FP holds more than 416,740 shares of Common Stock; and (iv) up to four directors will be nominated by the Chief Executive Officer and FP together, provided that each such director nominated pursuant to this clause (iv) shall (x) not be an “Affiliate” or an “Associate” (as such terms are used within the meaning of Rule 12b-2 under the Exchange Act) of FP and (y) be an “independent director,” as such term is

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defined by the rules of the securities exchange or quotation system on which the Common Stock is traded. If the number of directors that comprise the entire Board is increased in accordance with Section 2.04 hereof, the number of directors added to the Board (the “Additional Directors”) must be a multiple of two, and FP shall continue to be entitled to nominate the FP Directors as provided in this Section 2.01.

     (b)Each Stockholder entitled to vote for the election of directors to the Board agrees that it will vote its Common Shares or execute a proxy or written consent, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of stockholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01. Notwithstanding anything to the contrary in this Agreement, the Sieger Stockholders shall be obligated to give effect to the rights to nominate directors set forth in Section 2.01(a)(i) only so long as the Sieger Stockholders hold more than 247,910 shares of Common Stock.

     (c)The right of FP to nominate the FP Directors pursuant to this Article 2 shall:

     (i)so long as FP’s Aggregate Ownership Percentage is less than 25%, be limited to the right to nominate one-fourth of the members of the Board, rounded up to the nearest whole number of members of the Board if such fraction is not a whole number;

     (ii)at such time as FP’s Aggregate Ownership Percentage is less than 20%, be reduced to the right to nominate one-fifth of the members of the Board, rounded up to the nearest whole number of members of the Board if such fraction is not a whole number;

     (iii)at such time as FP’s Aggregate Ownership Percentage is less than 10%, be reduced to the right to nominate one-tenth of the members of the Board, rounded up to the nearest whole number of members of the Board if such fraction is not a whole number; and

     (iv)terminate at such time as FP’s Aggregate Ownership Percentage is less than 5%.

     The obligations imposed on the Stockholders to give effect to the rights to nominate directors set forth in this Section 2.01 shall terminate as to any Person when such Person’s right to nominate a director is terminated.

     (d)The Company agrees to take all other reasonable actions (including calling a special meeting of the Board and/or stockholders) to effect the composition of the Board as set forth in this Section 2.01.

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     Section 2.02. Removal. Each Stockholder agrees that if at any time it is then entitled to vote for the removal of directors from the Board, it will not vote any of its Common Shares in favor of the removal of any director who shall have been nominated in accordance with Section 2.01 hereof, unless such removal shall be for Cause or the Person or Persons entitled to nominate such director shall have consented to such removal in writing; provided that if the Person or Persons entitled to nominate any director pursuant to Section 2.01 hereof shall request in writing the removal, with or without Cause, of such director, such Stockholder shall vote its Common Shares in favor of such removal. Removal for “Cause” shall mean removal of a director because of such director’s (a) willful and continued failure substantially to perform his or her statutory or fiduciary duties to the Company in his or her established position, (b) participation in a fraud, act of dishonesty or other misconduct that is injurious, monetarily or otherwise, to the Company or any of its Subsidiaries, (c) having been charged with or pleading guilty to a felony or a crime involving fraud or dishonesty, (d) violation of any state or federal law that has an adverse effect on the Company or (e) abuse of illegal drugs or other controlled substances or habitual intoxication.

     Section 2.03. Vacancies. If, as a result of death, disability, retirement, resignation, removal (with or without Cause) or otherwise, there shall exist or occur any vacancy on the Board:

     (a)the Person or Persons entitled under Section 2.01 hereof to nominate such director whose death, disability, retirement, resignation or removal resulted in such vacancy may, subject to the provisions of Section 2.01 hereof, nominate another individual (the “Replacement Nominee”) to fill such vacancy and serve as a director on the Board; and

     (b)subject to Section 2.01 hereof, each Stockholder then entitled to vote for the election of the Replacement Nominee as a director of the Company agrees that it will vote its Common Shares, or execute a proxy or written consent, as the case may be, in order to ensure that the Replacement Nominee be elected to the Board.

     Section 2.04. Action by the Board. (a) A quorum of the Board shall consist of a majority of the total number of directors.

     (b)All actions of the Board shall require (i) the affirmative vote of at least a majority of the directors present at a duly convened meeting of the Board at which a quorum is present or (ii) the unanimous written consent of the Board; provided that if there is a vacancy on the Board and an individual has been nominated to fill such vacancy, the first order of business shall be to fill such vacancy.

7

     (c)The Board may create executive, compensation, audit, nominating and corporate governance and such other committees as it may determine. FP’s entitlement to representation on any committee created by the Board shall:

     (i)so long as FP’s Aggregate Ownership Percentage is less than 25%, be limited to an entitlement to designate one-fourth of the members of each such committee, rounded up to the nearest whole number of members if such fraction is not a whole number;

     (ii)at such time as FP’s Aggregate Ownership Percentage is less than 20%, be reduced to an entitlement to designate one-fifth of the members of each such committee, rounded up to the nearest whole number of members if such fraction is not a whole number;

     (iii)at such time as FP’s Aggregate Ownership Percentage is less than 10%, be reduced to an entitlement to designate one-tenth of the members of each such committee, rounded up to the nearest whole number of members if such fraction is not a whole number; and

     (iv)terminate at such time as FP’s Aggregate Ownership Percentage is less than 5%.

     Section 2.05. Conflicting Charter or Bylaw Provisions. Each Stockholder shall vote its Common Shares or execute proxies or written consents, as the case may be, and shall take all other actions necessary to ensure that the Company’s Charter and Bylaws (i) facilitate, and do not at any time conflict with, any provision of this Agreement and (ii) permit each Stockholder to receive the benefits to which each such Stockholder is entitled under this Agreement.

     Section 2.06. Subsidiary Governance. The Company and each Stockholder agree that (i) the board of directors or other persons performing similar functions of each Subsidiary of the Company (other than any Foreign Subsidiary and any Insignificant Subsidiary) shall be comprised of the individuals who are serving as directors on the Board in accordance with Section 2.01 hereof and (ii) the board of directors or other persons performing similar functions of any Subsidiary of the Company shall be subject to all the provisions of this Article 2. Each Stockholder agrees to vote its Common Shares and to cause its representatives on the Board, subject to their fiduciary duties, to vote and take other appropriate action to effectuate the agreements in this Section 2.06 in respect of any Subsidiary of the Company.

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ARTICLE 3
RESTRICTIONS ON TRANSFER

     Section 3.01. General. (a) Each Stockholder understands and agrees that the Company Securities acquired as of the date of this Agreement have not been registered under the Securities Act and are restricted securities under such Act and the rules and regulations promulgated thereunder. Each Stockholder agrees that it will not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with the Securities Act, any applicable foreign or state securities or “blue sky” laws, and the terms and conditions of this Agreement.

     (b)Any attempt to Transfer any Company Securities not in compliance with this Agreement shall be null and void and the Company shall not, and shall cause any transfer agent not to, give any effect in the Company’s stock records to such attempted Transfer.

     Section 3.02. Legends. (a) In addition to any other legend that may be required, each certificate for Company Securities that is issued to any Stockholder shall bear a legend in substantially the following form:

     “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY FOREIGN OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT DATED AS OF JUNE 29, 2006, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM ULTRA CLEAN HOLDINGS, INC. OR ANY SUCCESSOR THERETO.”

     (b)If any Company Securities shall cease to be Registrable Securities (as defined in the Registration Rights Agreement) under clause (i) or clause (ii) of the definition thereof, the Company, upon the written request of the holder thereof, shall issue to such holder a new certificate evidencing such shares without the first sentence of the legend required by Section 3.02(a) hereof endorsed thereon. If any Company Securities cease to be subject to any and all restrictions on Transfer set forth in this Agreement, the Company, upon the written request of the holder thereof, shall issue to such holder a new certificate evidencing such Company Securities without the second sentence of the legend required by Section 3.02(a) hereof endorsed thereon.

     Section 3.03. Co-Sale Rights. (a)In the event (i) FP receives a bona fide offer from any person to purchase any of FP’s Company Securities and (ii) FP determines to sell any of its Company Securities, FP shall first give the Sieger

9

Stockholders notice of its intention to sell such shares, describing the number of shares proposed to be sold, the identity of the proposed purchaser, and the price and terms upon which FP proposes to make such sale (the “Sale Notice”).

     (b)Within 10 days after delivery of the Sale Notice, a Sieger Stockholder may elect to sell up to such Sieger Stockholder’s Pro Rata Share of the shares to be purchased by the purchaser described in the Sale Notice by giving written notice thereof to FP and tendering to the Secretary of the Company a certificate representing the shares to be sold, properly endorsed for transfer, with written instructions to transfer the shares to the purchaser described in the Sale Notice upon receipt of payment for such shares from such purchaser for the benefit of such Sieger Stockholder. FP shall thereupon notify the purchaser of the co-sale arrangements hereunder, and instruct the purchaser to deliver payment for the shares to be purchased by such purchaser to the Secretary of the Company, who shall transmit such payment to such Sieger Stockholders in payment for the shares sold by each.

     (c)To the extent any of the Sieger Stockholders decline to exercise the co-sale right as allowed by this Section 3.03, FP may, within 30 days after the date on which the Sieger Stockholders’ co-sale rights lapsed, sell some or all of FP’s Company Securities which were the subject of the Sale Notice at the price and on the terms specified in the Sale Notice. After the expiration of said 30 day period, FP shall not sell any of its Company Securities without first complying with the provisions of this Section 3.03.

     (d)This Section 3.03 shall not apply to any offer or sale of FP’s Company Securities pursuant to the exercise by FP of its rights under the Amended and Restated Registration Rights Agreement or pursuant to a sale under Rule 144 under the Securities Act.

     Section 3.04. Drag-Along Rights. (a)In the event FP determines to sell any of its Company Securities at a price equal to or greater than $9.00 per share, FP shall notify the Sieger Stockholders of its intention to transfer such shares, describing the number of shares held by FP to be transferred, the identity of the proposed transferee, the price and terms upon which FP proposes to make such transfer and the number of Drag-Along Shares to be purchased from each Sieger Stockholder by the transferee (the “Drag-Along Notice”).

     (b)Within 10 days after delivery of the Drag-Along Notice, each Sieger Stockholder shall tender to the Secretary of the Company a certificate representing the number of Drag-Along Shares to be sold by such Sieger Stockholder, properly endorsed for transfer, with written instructions to transfer the shares to the transferee described in the Drag-Along Notice upon receipt of payment for such shares from such transferee for the benefit of such Sieger Stockholder. FP shall thereupon instruct the transferee to deliver payment for the

10

shares to be purchased by such transferee to the Secretary of the Company, who shall transmit such payment to such Sieger Stockholders in payment for the shares sold by each.

     (c)This Section 3.04 shall not apply to any offer or sale of FP’s Company Securities pursuant to the exercise by FP of its rights under the Amended and Restated Registration Rights Agreement or pursuant to a sale under Rule 144 under the Securities Act.

ARTICLE 4
CERTAIN COVENANTS AND AGREEMENTS

     Section 4.01. Information. The Company agrees to furnish FP, for so long as FP owns any Company Securities:

     (a)as soon as practicable and in any event no later than 20 days after the end of each fiscal month, a management report for such month covering the items set forth in Exhibit B hereto;

     (b)as soon as practicable and, in any event, within 45 days after the end of each of the first three fiscal quarters, the unaudited consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter and the related unaudited statement of operations and cash flow for such quarter and for the portion of the fiscal year then ended, in each case prepared in accordance with GAAP;

     (c)as soon as practicable and, in any event, within 90 days after the end of each fiscal year, (i) the audited consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year and the related audited statement of operations and cash flow for such fiscal year, and for the portion of the fiscal year then ended, in each case prepared in accordance with GAAP and certified by Deloitte & Touche or another firm of independent public accountants of nationally recognized standing, together with a comparison of the figures in such financial statements with the figures for the previous fiscal year and the figures in the Company’s annual operating budget, (ii) any management letters or other correspondence from such accountants and (iii) the Company’s annual operating budget for the coming fiscal year,

     (d)promptly following the preparation thereof, a copy of any revisions to the annual operating budget delivered pursuant to clause (c) above,

     (e)promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made generally available by the Company to any of its security holders, (ii) all regular and periodic reports

11

and all registration statements and prospectuses filed by the Company with any securities exchange or with the SEC and (iii) all press releases and other statements made generally available by the Company to the public,

     (f)as soon as practicable and, in any event, within five Business Days after any officer of the Company obtains knowledge thereof, notice (with a description in reasonable detail, and stating the action that the Company is taking or proposes to take with respect thereto) of (i) the commencement of any material litigation, investigation or other proceeding to which the Company or any of its Subsidiaries is a party before any court or arbitrator or any governmental body, agency or official or (ii) the existence of any material default or breach under this Agreement or any other material contract or agreement to which the Company or any of its Subsidiaries is a party, and

     (g)as promptly as reasonably practicable, such other information with respect to the Company or any of its Subsidiaries as may reasonably be requested by FP.

     The Company’s obligation to provide information pursuant to Section 4.01(a) and (b) shall be deemed satisfied upon the timely filing of such information with the SEC.

     Section 4.02. Reports. The Company will furnish the Stockholders with the quarterly and annual financial reports that the Company is required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act or, in the event the Company is not required to file such reports, quarterly and annual reports containing the same information as would otherwise be required in such reports. The Company’s obligation to provide information pursuant to this Section 4.02 shall be deemed satisfied upon the timely filing of such information with the SEC.

     Section 4.03. Appointment of Stockholder Representative. FP and its Permitted Transferees, if any, irrevocably appoint the FP Stockholder Representative its agent and true and lawful attorney-in-fact, with full power of substitution, to take the actions, receive notices and exercise the powers delegated to the FP Stockholder Representative under this Agreement in the name of each such Stockholder, together with such actions and powers as are reasonably incidental thereto. Notwithstanding the foregoing, the FP Stockholder Representative shall not take any action or exercise any power to the extent that the holders of the majority of the Fully Diluted Common Shares held by FP and its Permitted Transferees shall have voted to prevent the Stockholder Representative from taking such action or exercising such power. “FP Stockholder Representative” means FP, as agent for FP and its Permitted Transferees. The entity appointed as the FP Stockholder Representative may be replaced at any time and from time to time by the vote of a majority of the Fully

12

Diluted Common Shares held by FP and its Permitted Transferees. FP shall notify the Company of such appointment as promptly as practicable after such appointment.

ARTICLE 5
MISCELLANEOUS

     Section 5.01. Entire Agreement. This Agreement, the Registration Rights Agreement, the Lockup Agreement, the Charter and the Bylaws constitute the entire agreement among the parties hereto and supersede all prior and contemporaneous agreements and understandings, both oral and written, among the parties hereto with respect to the subject matter hereof and thereof.

     Section 5.02. Binding Effect; Benefit. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

     Section 5.03. Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Company Securities or otherwise, except that any Permitted Transferee acquiring Company Securities and any Person acquiring Company Securities who is required by the terms of this Agreement or any employment agreement or stock purchase, option, stock option or other compensation plan of the Company or any Subsidiary to become a party hereto shall (unless already bound hereby) execute and deliver to the Company an agreement to be bound by this Agreement in the form of Exhibit A hereto and shall thenceforth be a “Stockholder”, provided that any such Transfer pursuant to this Section 5.03 shall be subject to the terms of the Lockup Agreement. Any Stockholder who ceases to own beneficially any Company Securities shall cease to be bound by the terms hereof (other than Sections 5.09, 5.10, 5.11 and 5.12) .

     Section 5.04. Waiver; Amendment; Termination. (a) No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective. No provision of this Agreement may be amended or otherwise modified except by an instrument in writing executed by the Company with approval of the Board and Stockholders (including FP) holding at least 50% of the outstanding Common Shares held by the parties hereto at the time of such proposed amendment or modification.

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     (b)Any amendment or modification of any provision of this Agreement that would adversely affect FP may be effected only with the consent of FP.

     Section 5.05. Notices. All notices, requests and other communications to any party shall be in writing (including facsimile transmissions) and shall be given,

     if to the Company to:

Ultra Clean Holdings, Inc.
150 Independence Drive
Menlo Park, CA 94025
Attention: Chief Executive Officer
Fax: (650) 326-0929

     with copies to FP and Davis Polk & Wardwell at the addresses listed below.

     if to the Sieger Stockholders, to:

Sieger Engineering
130 Beacon Street
South San Francisco, CA 94080
Attention: Leonid Mezhvinsky
Fax: (650) 583-5823

     with a copy to:

Wilson Sonsini Goodrich & Rosati
Professional Corporation
One Market, Spear Tower, Suite 3300
San Francisco, CA 94105
Attention: Robert T. Ishii
Fax: (415) 947-2099

     if to FP, to:

FP-Ultra Clean, LLC
c/o Francisco Partners, L.P.
2882 Sand Hill Road, Suite 280
Menlo Park, CA 94025
Attention: Dipanjan Deb
Fax: (650) 233-2999

14

     with a copy to:

Davis Polk & Wardwell
1600 El Camino Real
Menlo Park, CA 94025
Attention: Alan F. Denenberg, Esq.
Fax: (650) 752-2111

     All notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt. Any notice, request or other written communication sent by facsimile transmission shall be confirmed by certified mail, return receipt requested, posted within one Business Day, or by personal delivery, whether courier or otherwise, made within two Business Days after the date of such facsimile transmissions.

     Any Person who becomes a Stockholder shall provide its address and fax number to the Company, which shall promptly provide such information to each other Stockholder.

     Section 5.06. Fees and Expenses. The Company shall pay all out-of-pocket costs and expenses of FP, including the fees and expenses of counsel, incurred in connection with the preparation of this Agreement, or any amendment or waiver hereof, and the transactions contemplated hereby and all matters related hereto.

     Section 5.07. Headings. The headings contained in this Agreement are for convenience only and shall not affect the meaning or interpretation of this Agreement.

     Section 5.08. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

     Section 5.09. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without regard to the conflicts of laws rules of such state.

     Section 5.10. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

15

     Section 5.11. Specific Enforcement. Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond, and in addition to all other remedies that may be available, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available.

     Section 5.12. Consent to Jurisdiction. The parties hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the District of Delaware or any Delaware State court sitting in Delaware, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware, and each of the parties hereby irrevocably consents to the nonexclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient form. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party asprovidedin Section 5.05 shall be deemed effective service of process on such party.

     Section 5.13. Severability. If one or more provisions of this Agreement are held to be unenforceable to any extent under applicable law or would result in a breach or violation of the rules or listing requirements of the securities exchange or quotation system on which the Common Shares are traded, such provision shall be interpreted as if it were written so as to be enforceable or in compliance with the rules or listing requirements, as applicable, to the maximum possible extent so as to effectuate the parties’ intent to the maximum possible extent, and the balance of the Agreement shall be interpreted as if such provision were so excluded or interpreted and shall be enforceable in accordance with its terms to the maximum extent permitted by law. Notwithstanding anything to the contrary contained herein, the Nominating and Corporate Governance Committee of the Board shall have the powers and duties set forth in its charter and all nominations made pursuant hereto shall be subject thereto.

     Section 5.14. Recapitalization. If any capital stock or other securities are issued in respect of, in exchange for, or in substitution of, any Company Securities by reason of any reorganization, recapitalization, reclassification,

16

merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up, sale of assets, distribution to stockholders or combination of the Company Securities or any other change in capital structure of the Company, appropriate adjustments shall be made with respect to the relevant provisions of this Agreement so as fairly and equitably to preserve, as far as practicable, the original rights and obligations of the parties hereto under this Agreement.

     Section 5.15. No Inconsistent Agreements. The Company will not hereafter enter into any agreement with respect to its securities that is inconsistent with, or grants rights superior to the rights granted to the Stockholders pursuant to, this Agreement. The Company represents and warrants to each Stockholder that it has not previously entered into any agreement with respect to any of its securities granting any registration rights to any Person other than the Amended and Restated Registration Rights Agreement.

17

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

ULTRA CLEAN HOLDINGS, INC.
By:
	Name:
	Title:

FP-ULTRA CLEAN, LLC
	By:	FRANCISCO PARTNERS, L.P.,
		Managing Member

By:
	Name:
	Title:

LEONID AND INNA MEZHVINSKY AS TRUSTEES OF THE REVOCABLE TRUST AGREEMENT OF LEONID MEZHVINSKY AND INNA MEZHVINSKY DATED APRIL 26, 1988
By:
	Name:
	Title:

JOE AND JENNY CHEN AS TRUSTEES OF THE JOE CHEN AND JENNY CHEN REVOCABLE TRUST DATED 2002
By:
	Name:
	Title:

VICTOR MEZHVINSKY
By:
	Name:
	Title:

VICTOR MEZHVINSKY AS TRUSTEE OF THE JOSHUA MEZHVINSKY 2002 IRREVOCABLE TRUST UNDER AGREEMENT DATED JUNE 4, 2004
By:
	Name:
	Title:

DAVID HONGYU WU AND WINNIE WEI ZHEN WU AS TRUSTEES OF THE CHEN MINORS IRREVOCABLE TRUST
By:
	Name:
	Title:

FRANK MOREMAN
By:
	Name:
	Title:

EXHIBIT A

JOINDER TO STOCKHOLDERS’ AGREEMENT

     This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the Stockholders’ Agreement dated as of June 29, 2006 (the “Stockholders’ Agreement”) among Ultra Clean Holdings, Inc., FP-Ultra Clean, L.L.C., Leonid and Inna Mezhvinsky as trustees of the Revocable Trust Agreement of Leonid Mezhvinsky and Inna Mezhvinsky dated April 26, 1988, Joe and Jenny Chen as trustees of the Joe Chen and Jenny Chen Revocable Trust dated 2002, Victor Mezhvinsky, Victor Mezhvinsky as trustee of the Joshua Mezhvinsky 2002 Irrevocable Trust under Agreement dated June 4, 2004, David Hongyu Wu and Winnie Wei Zhen Wu as trustees of the Chen Minors Irrevocable Trust, Frank Moreman and certain other persons as the same may be amended from time to time. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Stockholders’ Agreement.

     The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to the Stockholders’ Agreement as of the date hereof and shall have all of the rights and obligations of a “Stockholder” thereunder as if it had executed the Stockholders’ Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Stockholders’ Agreement.

     The Joining Party’s Aggregate Ownership is__________ Common Shares as of the date written below.

     IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Date:___________ ___, 20___

[NAME OF JOINING PARTY]
By:
	Name:
	Title:
	Address for Notices:

EXHIBIT B

MATTERS TO BE INCLUDED IN THE COMPANY’S
MONTHLY MANAGEMENT REPORT

1.	The unaudited consolidated balance sheet of the Company and itsSubsidiaries as at the end of such month and the related unaudited statement of operations and cash flow for such month, and for the portion of the fiscal year then ended, in each case prepared in accordance with GAAP, setting forth in comparative form the figures for the corresponding month and portion of the previous fiscal year, and the figures for the corresponding month and portion of the then current fiscal year as in the Company’s annual operating budget.
2.	Projected monthly income statements prepared on the same basis as those specified in Item 1, including revenue forecasts by customer and expense budget by major expense category, for periods extending through a minimum of one year from the date of the report.
3.	A summary of realized and projected sales bookings for the most recent month and for periods extending through a minimum of one year from the date of the report, including probability-weighted “pipeline” projections of new bookings to the extent that the Company compiles such data for internal purposes.

EX-10.9

Exhibit 10.9

AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

dated as of

June 29, 2006

among

ULTRA CLEAN HOLDINGS, INC.,

FP-ULTRA CLEAN L.L.C.,

     LEONID AND INNA MEZHVINSKY AS TRUSTEES OF THE
REVOCABLE TRUST AGREEMENT OF LEONID MEZHVINSKY AND
INNA MEZHVINSKY DATED APRIL 26, 1988,

JOE AND JENNY CHEN AS TRUSTEES OF THE JOE CHEN AND
JENNY CHEN REVOCABLE TRUST DATED 2002,

VICTOR MEZHVINSKY,

     VICTOR MEZHVINSKY AS TRUSTEE OF THE JOSHUA
MEZHVINSKY 2004 IRREVOCABLE TRUST UNDER AGREEMENT
DATED JUNE 4, 2004,

DAVID HONGYU WU AND WINNIE WEI ZHEN WU AS TRUSTEES OF
THE CHEN MINORS IRREVOCABLE TRUST,

AND

FRANK MOREMAN

TABLE OF CONTENTS

		PAGE
ARTICLE 1
DEFINITIONS
Section 1.01	Definitions	2
ARTICLE 2
REGISTRATION RIGHTS
Section 2.01	Demand Registration	5
Section 2.02	Piggyback Registration	7
Section 2.03	Registration Procedures	9
Section 2.04	Indemnification by the Company	12
Section 2.05	Indemnification by Participating Stockholders	13
Section 2.06	Conduct of Indemnification Proceedings	14
Section 2.07	Contribution	15
Section 2.08	Participation in Public Offering	16
Section 2.09	Other Indemnification	16
Section 2.10	Cooperation by the Company	16
Section 2.11	No Transfer of Registration Rights	17
ARTICLE 3
CERTAIN COVENANTS AND AGREEMENTS
Section 3.01	Reports	17
Section 3.02	Limitations on Subsequent Registration Rights	18
Section 3.03	Conflicting Agreements	18
ARTICLE 4
MISCELLANEOUS
Section 4.01	Lockup Agreement	19
Section 4.02	Binding Effect; Assignability; Benefit	19
Section 4.03	Notices	19
Section 4.04	Waiver; Amendment; Termination	21
Section 4.05	Fees and Expenses	21
Section 4.06	Governing Law	21
Section 4.07	Jurisdiction	21
Section 4.08	WAIVER OF JURY TRIAL	21
Section 4.09	Specific Enforcement	22
Section 4.10	Counterparts; Effectiveness	22

i

Section 4.11	Entire Agreement	22
Section 4.12	Captions	22
Section 4.13	Severability	22
Exhibit A: Joinder Agreement

ii

     AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

     Amended and Restated Registration Rights Agreement (this “Agreement”) dated as of June 29, 2006 among Ultra Clean Holdings, Inc., a Delaware corporation (the “Company”), FP-Ultra Clean L.L.C. (“FP”), Leonid and Inna Mezhvinsky as trustees of the Revocable Trust Agreement of Leonid Mezhvinsky and Inna Mezhvinsky dated April 26, 1988 (the “Mezhvinsky Living Trust”), Joe and Jenny Chen as trustees of the Joe Chen and Jenny Chen Revocable Trust dated 2002 (the “Chen Living Trust”), Victor Mezhvinsky, Victor Mezhvinsky as trustee of the Joshua Mezhvinsky 2004 Irrevocable Trust under Agreement dated June 4, 2004 (the “Joshua Trust”), David Hongyu Wu and Winnie Wei Zhen Wu as trustees of the Chen Minors Irrevocable Trust (the “Chen Minors Trust”) and Frank Moreman.

W I T N E S S E T H :

     WHEREAS, pursuant to the Agreement and Plan of Merger and Reorganization dated as of June 29, 2006 among Sieger Engineering, Inc., Leonid Mezhvinsky, Ultra Clean Holdings, Inc., Bob Acquisition Inc., Pete Acquisition LLC, the Mezhvinsky Living Trust, the Chen Living Trust, Victor Mezhvinsky, the Joshua Trust, 2004, the Chen Minors Trust and Frank Moreman (collectively the “Sieger Stockholders”) and Leonid Mezhvinsky as Sellers’ Agent (the “Merger Agreement”), the Sieger Stockholders have acquired securities of the Company;

     WHEREAS, the Company, FP and the Sieger Stockholders are entering into an Amended and Restated Stockholders’ Agreement dated as of the date hereof and the Company, Leonid Mehzvinsky and the Sieger Stockholders are entering into a Lockup Agreement dated as of the date hereof (the “Lockup Agreement”);

     WHEREAS, the parties hereto desire to enter into this Agreement to govern certain of their rights, duties and obligations after consummation of the transactions contemplated by the Merger Agreement;

     WHEREAS, the parties hereto intend this Agreement to amend, supersede and restate in its entirety the Registration Rights Agreement dated as of December 2, 2002 among Ultra Clean Holdings, Inc., and FP-Ultra Clean L.L.C. (the “Original Registration Rights Agreement”);

     NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties hereto agree that the Original Registration Rights Agreement shall be superseded and amended and restated in its entirety as follows:

ARTICLE 1 DEFINITIONS

     Section 1.01. Definitions. (a) The following terms, as used herein, have the following meanings:

     “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person, provided that no securityholder of the Company shall be deemed an Affiliate of any other securityholder solely by reason of any investment in the Company. For the purpose of this definition, the term “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

     “Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in San Francisco, California are authorized by law to close.

     “Common Stock” means the common stock, par value $0.001 per share, of the Company and any stock into which such Common Stock may thereafter be converted or changed.

     “Company Securities” means (i) the Common Stock, (ii) securities convertible into or exchangeable for Common Stock, (iii) any other equity or equity-linked security issued by the Company and (iv) options, warrants or other rights to acquire Common Stock or any other equity or equity-linked security issued by the Company.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “First Public Offering” means March 24, 2004.

     “Mezhvinsky” means, collectively, the Mezhvinsky Living Trust, Victor Mezhvinsky and the Joshua Trust.

     “NASD” means the National Association of Securities Dealers, Inc.

     “Person” means an individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

     “Public Offering” means an underwritten public offering of Registrable Securities of the Company pursuant to an effective registration statement under the Securities Act.

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     “Registrable Securities” means, at any time, any Shares and any securities issued or issuable in respect of such Shares by way of conversion, exchange, stock dividend, split or combination, recapitalization, merger, consolidation, other reorganization or otherwise until (i) a registration statement covering such Shares has been declared effective by the SEC and such Shares have been disposed of pursuant to such effective registration statement, (ii) such Shares are sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met or such securities may be sold pursuant to Rule 144(k) or (iii) such Shares are otherwise Transferred, the Company has delivered a new certificate or other evidence of ownership for such Shares not bearing the legend required pursuant to this Agreement and such Shares may be resold without subsequent registration under the Securities Act.

     “Registration Expenses” means any and all expenses incident to the performance of or compliance with any registration or marketing of securities, including all (i) registration and filing fees, and all other fees and expenses payable in connection with the listing of securities on any securities exchange or automated interdealer quotation system, (ii) fees and expenses of compliance with any securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the securities registered), (iii) expenses in connection with the preparation, printing, mailing and delivery of any registration statements, prospectuses and other documents in connection therewith and any amendments or supplements thereto, (iv) security engraving and printing expenses, (v) internal expenses of the Company (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (vi) reasonable fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses relating to any comfort letters or costs associated with the delivery by independent certified public accountants of any comfort letters requested pursuant to Section 2.03(h)), (vii) reasonable fees and expenses of any special experts retained by the Company in connection with such registration, (viii) reasonable fees, out-of-pocket costs and expenses of the Stockholders, including one counsel for all of the Stockholders participating in the offering selected by the Stockholders holding the majority of the Registrable Securities to be sold for the account of all Stockholders in the offering, (ix) fees and expenses in connection with any review by the NASD of the underwriting arrangements or other terms of the offering, and all fees and expenses of any “qualified independent underwriter,” including the fees and expenses of any counsel thereto, (x) fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding any underwriting fees, discounts and commissions attributable to the sale of Registrable Securities, (xi) costs of printing and producing any agreements among underwriters, underwriting agreements, any “blue sky” or legal investment memoranda and any selling agreements and other documents in connection with the offering, sale or delivery of the Registrable Securities, (xii) transfer agents’

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     and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering, (xiii) expenses relating to any analyst or investor presentations or any “road shows” undertaken in connection with the registration, marketing or selling of the Registrable Securities, (xiv) fees and expenses payable in connection with any ratings of the Registrable Securities, including expenses relating to any presentations to rating agencies and (xv) all out-of pocket costs and expenses incurred by the Company or its appropriate officers in connection with their compliance with Section 2.03(m).

     “Requesting Stockholder” means a Stockholder requesting a Demand Registration pursuant to Section 2.01 hereof.

     “Rule 144” means Rule 144 (or any successor provisions) under the Securities Act.

     “SEC” means the Securities and Exchange Commission.

     “Securities Act” means the Securities Act of 1933, as amended.

     “Shares” means shares of Common Stock.

     “Stockholder” means at any time, any Person (other than the Company) who shall then be a party to or bound by this Agreement, so long as such Person shall “beneficially own” (as such term is defined in Rule 13d-3 of the Exchange Act) any Company Securities.

     “Subsidiary” means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person.

     “Transfer” means, with respect to any Company Securities, (i) when used as a verb, to sell, assign, dispose of, exchange, pledge, encumber, hypothecate or otherwise transfer such Company Securities or any participation or interest therein, whether directly or indirectly, or agree or commit to do any of the foregoing and (ii) when used as a noun, a direct or indirect sale, assignment, disposition, exchange, pledge, encumbrance, hypothecation, or other transfer of such Company Securities or any participation or interest therein or any agreement or commitment to do any of the foregoing.

     (b)Each of the following terms is defined in the Section set forth opposite such term:

Term	Section
Company	Preamble
Damages	2.04
Demand Registration	2.01(c)

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Term	Section
Indemnified Party	2.06
Indemnifying Party	2.06
Inspectors	2.03(g)
Lockup Period	2.03
Maximum Offering Size	2.01(g)
Piggyback Registration	2.02(a)
Records	2.03(g)
Registering Stockholders	2.01(c)(ii)
Requesting Stockholder	2.01(a)

ARTICLE 2
REGISTRATION RIGHTS

     Section 2.01. Demand Registration. (a) If at any time the Company shall receive a request from FP; or

     (b)if at any time (but only once and provided the right in subsection (c) below has not previously been exercised) during the period beginning on June 29, 2008 and ending on December 29, 2009, the Company shall receive a request from Leonid Mezhvinsky as agent for the Sieger Stockholders; or

     (c) if at any time following the later of (i) December 29, 2006 and (ii) the day Leonid Mezhvinsky becomes a Non-Employee (as defined herein) (but only once, and provided the right in subsection (b) above has not been exercised, and provided further that Leonid Mezhvinsky has ceased to be (A) an employee or (B) a director, provided that he has not ceased to be a director either because he was not elected by the Company's stockholders after having been nominated to stand for election or because he declined to stand for election (in either A or B, a “Non-Employee”), of the Company) at any time during the period beginning on the date hereof and ending on June 28, 2008, the Company shall receive a request from Leonid Mezhvinsky as agent for the Sieger Stockholders that the Company effect the registration under the Securities Act of all or any portion of such Requesting Stockholder’s Registrable Securities (provided however, that any sales made pursuant to a request under Section 2.01(c) may only be effected up to the maximum number of shares that may be sold pursuant to Section 3 of the Lockup Agreement), and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such requested registration (each such request shall be referred to herein as a “Demand Registration”) at least 15 Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Stockholders and thereupon shall use all reasonable efforts to effect, as expeditiously as possible, the registration under the Securities Act of:

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     (i)all Registrable Securities for which the Requesting Stockholder has requested registration under this Section 2.01, and

     (ii)subject to the restrictions set forth in Sections 2.01(g) and 2.02, all other Registrable Securities of the same class as those requested to be registered by the Requesting Stockholder that any other Stockholders with rights to request registration under Section 2.02 (all such Stockholders, together with the Requesting Stockholder, the “Registering Stockholders”) have requested the Company to register by request received by the Company within 15 Business Days after such Stockholders receive the Company’s notice of the Demand Registration,

all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, provided that the Company shall not be obligated to effect a Demand Registration unless the aggregate gross proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $5,000,000, and provided, further, that the Company shall not be required to effect a Demand Registration pursuant to subsection (b) hereof pursuant to Rule 415 (or its successor provision) and provided, further, that a registration pursuant to subsection (c) shall be, if so requested, pursuant to Rule 415 (or its successor provision) under the Securities Act. In no event shall the Company be required to effect more than one Demand Registration hereunder within any ninety day period.

     (d)Promptly after the expiration of the 15-Business Day period referred to in Section 2.01(c)(ii), the Company will notify all Registering Stockholders of the identities of the other Registering Stockholders and the number of shares of Registrable Securities requested to be included therein. At any time prior to the effective date of the registration statement relating to such registration, the Requesting Stockholders may revoke such request, without liability to any of the other Registering Stockholders, by providing a notice to the Company revoking such request.

     (e)The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration, regardless of whether such Registration is effected.

     (f)A Demand Registration shall not be deemed to have occurred:

     (i)unless the registration statement relating thereto (A) has become effective under the Securities Act and (B) has remained effective for a period of at least 180 days (or such shorter period in which all Registrable Securities of the Registering Stockholders included in such registration have actually been sold thereunder), provided that such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, (1) such registration

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statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and (2) less than 75% of the Registrable Securities included in such registration statement have been sold thereunder; or

     (ii)if the Maximum Offering Size is reduced in accordance with Section 2.01(g) such that less than 66 ² / ₃ % of the Registrable Securities of the Requesting Stockholders sought to be included in such registration are included.

     (g)If a Demand Registration involves an underwritten Public Offering and the managing underwriter advises the Company and the Requesting Stockholders that, in its view, the number of shares of Registrable Securities requested to be included in such registration (including any securities that the Company proposes to be included that are not Registrable Securities) exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size:

     (i)First, all Registrable Securities requested to be registered by the Requesting Stockholder;

     (ii)second, all other Registrable Securities requested to be included in such registration by any Registering Stockholder (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such other Stockholders on the basis of the relative number of Registrable Securities so requested to be included in such registration by each such Stockholder); and

     (iii)third, any securities proposed to be registered by the Company.

     (h)Upon notice to each Requesting Stockholder, the Company may postpone effecting a registration pursuant to this Section 2.01 on one occasion during any period of twelve consecutive months for a reasonable time specified in the notice but not exceeding 60 days (which period may not be extended or renewed), if (i) an investment banking firm of recognized national standing shall advise the Company and the Requesting Stockholders in writing that effecting the registration would materially and adversely affect an offering of securities of such Company the preparation of which had then been commenced or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes would not be in the reasonable interests of the Company.

     Section 2.02. Piggyback Registration. (a) If at any time the Company proposes to register any Company Securities under the Securities Act (other than

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a registration on Form S-8 or S-4, or any successor forms, relating to Common Stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall each such time give notice at least 30 Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Stockholder, which notice shall set forth such Stockholder’s rights under this Section 2.02 and shall offer such Stockholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Stockholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b) . Upon the request of any such Stockholder made within 15 Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Stockholder), the Company shall use its reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Stockholders, to the extent requisite to permit the disposition of the Registrable Securities to be so registered, provided that (i) if such registration involves an underwritten Public Offering, all such Stockholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided herein on the same terms and conditions as apply to the Company or the Requesting Stockholders, as applicable, and (ii) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

     (b)If a Piggyback Registration involves an underwritten Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.01(g) shall apply) and the managing underwriter advises the Company that, in its view, the number of Shares that the Company and such Stockholders intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size:

     (i)first, so much of the Company Securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and

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     (ii)second, all Registrable Securities requested to be included in such registration by any other Stockholders pursuant to Section 2.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Stockholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration by each).

     Section 2.03. Registration Procedures. Whenever Stockholders request that any Registrable Securities be registered pursuant to Section 2.01 or 2.02, subject to the provisions of such Sections, the Company shall use its reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and, in connection with any such request:

     (a)The Company shall as expeditiously as possible prepare and file with the SEC a registration statement on any form for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days, or in the case of a shelf registration statement, one year (or such shorter period in which all of the Registrable Securities of the Registering Stockholders included in such registration statement shall have actually been sold thereunder).

     (b)Prior to filing a registration statement or prospectus or any amendment or supplement thereto, the Company shall, if requested, furnish to each participating Stockholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company shall furnish to such Stockholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act and such other documents as such Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Stockholder. Each participating Stockholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Stockholder and the Company shall use its reasonable efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if the Company reasonably expects that so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

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     (c)After the filing of the registration statement, the Company shall (i) cause the related prospectus to be supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the Registering Stockholders thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Registering Stockholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.

     (d)The Company shall use its reasonable efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions in the United States as any Registering Stockholder holding such Registrable Securities reasonably (in light of such Stockholder’s intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Stockholder to consummate the disposition of the Registrable Securities owned by such Stockholder, provided that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2.03(d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.

     (e)The Company shall immediately notify each Registering Stockholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Stockholder and file with the SEC any such supplement or amendment.

     (f)(i) FP shall have the right, in its sole discretion, to select an underwriter or underwriters in connection with any Public Offering resulting from the exercise by FP of a Demand Registration, which underwriter or underwriters may include any Affiliate of FP and (ii) the Company shall select an underwriter or underwriters in connection with any other Public Offering, which underwriter or underwriters shall be reasonably acceptable to the Requesting Stockholder. In

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connection with any Public Offering, the Company shall enter into customary agreements (including an underwriting agreement in customary form) and take such all other actions as are required in order to expedite or facilitate the disposition of such Registrable Securities in any such Public Offering, including the engagement of a “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with the NASD.

     (g)Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company shall make available for inspection by any Registering Stockholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 2.03 and any attorney, accountant or other professional retained by any such Stockholder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”) as shall be reasonably necessary or desirable to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Registering Stockholder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in the Company Securities unless and until such information is made generally available to the public. Each Registering Stockholder further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential.

     (h)The Company shall furnish to each Registering Stockholder and to each such underwriter, if any, a signed counterpart, addressed to such Stockholder or underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the kind customarily covered by opinions or comfort letters, as the case may be, as a majority of such Stockholders or the managing underwriter therefor reasonably requests.

     (i)The Company shall otherwise use its reasonable efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement or such other document covering a period of 12 months, beginning within three months

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after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

     (j)The Company may require each such Registering Stockholder promptly to furnish in writing to the Company such information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.

     (k)Each such Registering Stockholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.03(e), such Stockholder shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Stockholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.03(e), and, if so directed by the Company, such Stockholder shall deliver to the Company all copies, other than any permanent file copies then in such Stockholder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 2.03(a)) by the number of days during the period from and including the date of the giving of notice pursuant to Section 2.03(e) to the date when the Company shall make available to such Stockholder a prospectus supplemented or amended to conform with the requirements of Section 2.03(e).

     (l)The Company shall use its reasonable efforts to list all Registrable Securities covered by such registration statement on any securities exchange or quotation system on which any of the Registrable Securities are then listed or traded.

     (m)The Company shall have appropriate officers of the Company (i) prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, (ii) take other actions to obtain ratings for any Registrable Securities and (iii) otherwise use their reasonable efforts to cooperate as reasonably requested by the underwriters in the offering, marketing or selling of the Registrable Securities.

     Section 2.04. Indemnification by the Company. The Company agrees to indemnify and hold harmless each Registering Stockholder holding Registrable Securities covered by a registration statement, its officers, directors, employees, partners and agents, and each Person, if any, who controls such Stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages, liabilities and expenses (including reasonable expenses of investigation and reasonable

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attorneys’ fees and expenses) (“Damages”) caused by or relating to any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by or relating to any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Damages are caused by or related to any such untrue statement or omission or alleged untrue statement or omission so made based upon information furnished in writing to the Company by such Stockholder or on such Stockholder’s behalf expressly for use therein, provided that, with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus, or in any prospectus, as the case may be, the indemnity agreement contained in this paragraph shall not apply to the extent that any Damages result from the fact that a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting any such Damages at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that the Company has provided such prospectus to such Stockholder and it was the responsibility of such Stockholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Damages. The Company also agrees to indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Stockholders provided in this Section 2.04.

     Section 2.05. Indemnification by Participating Stockholders. Each Registering Stockholder holding Registrable Securities included in any registration statement agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Stockholder, but only (i) with respect to information furnished in writing by such Stockholder or on such Stockholder’s behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus or (ii) to the extent that any Damages result from the fact that a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting any such Damages at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that it was the responsibility of such Stockholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be)

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and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense. Each such Stockholder also agrees to indemnify and hold harmless underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.05. As a condition to including Registrable Securities in any registration statement filed in accordance with Article 2, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities. No Registering Stockholder shall be liable under this Section 2.05 for any Damages in excess of the net proceeds realized by such Stockholder in the sale of Registrable Securities of such Stockholder to which such Damages relate.

     Section 2.06. Conduct of Indemnification Proceedings. If any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to this Article 2, such Person (an “Indemnified Party”) shall promptly notify the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses, provided that the failure of any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by the Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Without the prior written consent of the Indemnified Party, no Indemnifying Party shall effect any

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settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

     Section 2.07. Contribution. If the indemnification provided for in this Article 2 is unavailable to the Indemnified Parties in respect of any Damages, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Damages (i) as between the Company and the Registering Stockholders holding Registrable Securities covered by a registration statement on the one hand and the underwriters on the other, in such proportion as is appropriate to reflect the relative benefits received by the Company and such Stockholders on the one hand and the underwriters on the other, from the offering of the Registrable Securities, or if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits but also the relative fault of the Company and such Stockholders on the one hand and of such underwriters on the other in connection with the statements or omissions that resulted in such Damages, as well as any other relevant equitable considerations and (ii) as between the Company on the one hand and each such Stockholder on the other, in such proportion as is appropriate to reflect the relative fault of the Company and of each such Stockholder in connection with such statements or omissions, as well as any other relevant equitable considerations. The relative benefits received by the Company and such Stockholders on the one hand and such underwriters on the other shall be deemed to be in the same proportion as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company and such Stockholders bear to the total underwriting discounts and commissions received by such underwriters, in each case as set forth in the table on the cover page of the prospectus. The relative fault of the Company and such Stockholders on the one hand and of such underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and such Stockholders or by such underwriters. The relative fault of the Company on the one hand and of each such Stockholder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

     The Company and the Registering Stockholders agree that it would not be just and equitable if contribution pursuant to this Section 2.07 were determined by pro rata allocation (even if the underwriters were treated as one entity for such

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purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Party as a result of the Damages referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 2.07, no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any Damages that such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no Registering Stockholder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities of such Stockholder were offered to the public (less underwriters’ discounts and commissions) exceeds the amount of any Damages that such Stockholder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Each Registering Stockholder’s obligation to contribute pursuant to this Section 2.07 is several in the proportion that the proceeds of the offering received by such Stockholder bears to the total proceeds of the offering received by all such Registering Stockholders and not joint.

     Section 2.08. Participation in Public Offering. No Person may participate in any Public Offering hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect of registration rights.

     Section 2.09. Other Indemnification. Indemnification similar to that specified herein (with appropriate modifications) shall be given by the Company and each Registering Stockholder participating therein with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act.

     Section 2.10. Cooperation by the Company. If any Stockholder shall transfer any Registrable Securities pursuant to Rule 144, the Company shall cooperate, to the extent commercially reasonable, with such Stockholder and shall provide to such Stockholder such information as such Stockholder shall reasonably request.

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     Section 2.11. No Transfer of Registration Rights. None of the rights of Stockholders under this Article 2 shall be assignable by any Stockholder to any Person acquiring Securities in any Public Offering or pursuant to Rule 144.

ARTICLE 3
CERTAIN COVENANTS AND AGREEMENTS

     Section 3.01. Reports. The Company agrees to furnish FP, for so long as FP owns any Company Securities:

     (a)as soon as practicable and, in any event within 20 days after the end of each month, the unaudited consolidated balance sheet of the Company and its Subsidiaries as at the end of such month and the related unaudited statement of operations and cash flow for such month, and for the portion of the fiscal year then ended, in each case prepared in accordance with GAAP, setting forth in comparative form the figures for the corresponding month and portion of the previous fiscal year, and the figures for the corresponding month and portion of the then current fiscal year as in the Company’s annual operating budget,

     (b)as soon as practicable and, in any event, within 45 days after the end of each of the first three fiscal quarters, the unaudited consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter and the related unaudited statement of operations and cash flow for such quarter and for the portion of the fiscal year then ended, in each case prepared in accordance with GAAP,

     (c)as soon as practicable and, in any event, within 90 days after the end of each fiscal year, (i) the audited consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year and the related audited statement of operations and cash flow for such fiscal year, and for the portion of the fiscal year then ended, in each case prepared in accordance with GAAP and certified by Deloitte & Touche or another firm of independent public accountants of nationally recognized standing, together with a comparison of the figures in such financial statements with the figures for the previous fiscal year and the figures in the Company’s annual operating budget, (ii) any management letters or other correspondence from such accountants and (iii) the Company’s annual operating budget for the coming fiscal year,

     (d)promptly following the preparation thereof, a copy of any revisions to the annual operating budget delivered pursuant to clause (c) above,

     (e)promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made generally available by the Company to any of its security holders, (ii) all regular and periodic reports and all registration statements and prospectuses filed by the Company with any

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securities exchange or with the SEC and (iii) all press releases and other statements made generally available by the Company to the public,

     (f)as soon as practicable and, in any event, within five Business Days after any officer of the Company obtains knowledge thereof, notice (with a description in reasonable detail, and stating the action that the Company is taking or proposes to take with respect thereto) of (i) the commencement of any material litigation, investigation or other proceeding to which the Company or any of its Subsidiaries is a party before any court or arbitrator or any governmental body, agency or official or (ii) the existence of any material default or breach under this Agreement or any other material contract or agreement to which the Company or any of its Subsidiaries is a party, and

     (g)as promptly as reasonably practicable, such other information with respect to the Company or any of its Subsidiaries as may reasonably be requested by FP.

     Section 3.02. Limitations on Subsequent Registration Rights. The Company agrees that it shall not enter into any agreement with any holder or prospective holder of any securities of the Company (a) that would allow such holder or prospective holder to include such securities in any Demand Registration or Piggyback Registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that their inclusion would not reduce the amount of the Registrable Securities of the Stockholders included therein or (b) on terms otherwise more favorable than this Agreement. The Company also represents and warrants to each Stockholder that it has not previously entered into any agreement with respect to any of its securities granting any registration rights to any Person other than the Original Registration Rights Agreement.

     Section 3.03. Conflicting Agreements. The Company represents and agrees that it shall not (a) grant any proxy or enter into or agree to be bound by any voting trust or agreement with respect to the Company Securities, except as expressly contemplated by this Agreement, (b) enter into any agreement or arrangement of any kind with any Person with respect to its Company Securities inconsistent with the provisions of this Agreement or for the purpose or with the effect of denying or reducing the rights of any other Stockholder under this Agreement, including agreements or arrangements with respect to the Transfer or voting of its Company Securities or (c) act, for any reason, as a member of a group or in concert with any other Person in connection with the Transfer or voting of its Company Securities in any manner that is inconsistent with the provisions of this Agreement.

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ARTICLE 4
MISCELLANEOUS

     Section 4.01. Lockup Agreement. Any rights granted to Mezhvinsky hereunder are granted and made expressly subject to the Lockup Agreement and the Company shall not be required to take any action which contravenes the terms of such Lockup Agreement.

     Section 4.02. Binding Effect; Assignability; Benefit. (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns.

     (b)Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Company Securities or otherwise, except that, (i) at the sole written election of FP, Persons to whom FP has Transferred Company Securities may (unless already bound hereby) execute and deliver to the Company an agreement to be bound by this Agreement in the form of Exhibit A hereto and shall thenceforth be a “Stockholder” for purposes of, and have the rights of a Stockholder under, this Agreement and (ii) following the Transfer of Company Securities by a Sieger Stockholder to a transferee that is such Stockholder’s Affiliate, spouse, ex-spouse, domestic partner, lineal descendant or antecedent, brother or sister, the adopted child or adopted grandchild, or the spouse or domestic partner of any child, grandchild or adopted grandchild of such Stockholder, trust for the benefit of such Stockholder or those members of such Stockholder’s family specified in this subsection (b), such Transferee may (unless already bound hereby) execute and deliver to the Company an agreement to be bound by this Agreement in the form of Exhibit A hereto and shall thenceforth be a “Sieger Stockholder” for purposes of, and have the rights of a “Sieger Stockholder” under, this Agreement, provided that any such Transfer pursuant to this subparagraph (ii) must be in accordance with the Lockup Agreement.

     (c)Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

     Section 4.03. Notices. All notices, requests and other communications to any party shall be in writing and shall be delivered in person, mailed by certified or registered mail, return receipt requested, or sent by facsimile transmission,

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if to the Company to:

       Ultra Clean Holdings, Inc.

       150 Independence Drive

       Menlo Park, CA 94025

       Attention: Chief Financial Officer

       Fax: 650-326-0929

if to FP, to:

       FP – Ultra Clean, L.L.C.

       2882 Sand Hill Road, Suite 280

       Menlo Park, CA 94025

       Attention: Dipanjan Deb

       Fax: 650-233-2999

       with a copy to:

       Davis Polk & Wardwell

       1600 El Camino Real

       Menlo Park, CA 94025

       Attention: Alan Denenberg

       Fax: (650) 752-2111

if to Mezhvinsky or the Sieger Stockholders, to:

       Sieger Engineering, Inc.

       130 Beacon Street

       South San Francisco, CA 94080

       Attention: Leonid Mezhvinsky

       Facsimile No.: (650) 583-5823

       with a copy to:

       Wilson Sonsini Goodrich & Rosati

       Professional Corporation

       One Market, Spear Tower, Suite 3300

       San Francisco, CA 94105

       Attention: Robert T. Ishii

       Facsimile No.: (415) 947-2099

     All notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt. Any notice, request or other written communication sent by facsimile transmission

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shall be confirmed by certified or registered mail, return receipt requested, posted within one Business Day, or by personal delivery, whether courier or otherwise, made within two Business Days after the date of such facsimile transmissions.

     Any Person that becomes a Stockholder shall provide its address and fax number to the Company.

     Section 4.04. Waiver; Amendment; Termination. No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective. No provision of this Agreement may be amended or otherwise modified except by an instrument in writing executed by all parties hereto.

     Section 4.05. Fees and Expenses. The Company shall pay all out-of-pocket costs and expenses of FP, including the reasonable fees and expenses of counsel, incurred in connection with the preparation of this Agreement, or any amendment or waiver hereof, and the transactions contemplated hereby and all matters related hereto.

     Section 4.06. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without regard to the conflicts of laws rules of such state.

     Section 4.07. Jurisdiction. The parties hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Northern District of California or any California State court sitting in San Jose, California, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any case of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of California, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient form. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 4.03 shall be deemed effective service of process on such party.

     Section 4.08. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR

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RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     Section 4.09. Specific Enforcement. Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond, and in addition to all other remedies that may be available, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available.

     Section 4.10. Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto.

     Section 4.11. Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto and supersede all prior and contemporaneous agreements and understandings, both oral and written, among the parties hereto with respect to the subject matter hereof and thereof, other than the Lockup Agreement.

     Section 4.12. Captions. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

     Section 4.13. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

ULTRA CLEAN HOLDINGS, INC.
By:	/s/ Clarence L. Granger
	Name:	Clarence L. Granger
	Title:	President, Chief Executive Officer and Chief Operating Officer
FP-ULTRA CLEAN, LLC
By: FRANCISCO PARTNERS, L.P.,
By: Managing Member
By:	/s/ Dipanjan Deb
	Name:	Dipanjan Deb
	Title:	Managing member, Francisco Partners GP, LLC, its Managing Member
LEONID AND INNA MEZHVINSKY AS
TRUSTEES OF THE REVOCABLE TRUST
AGREEMENT OF LEONID
MEZHVINSKY AND INNA
MEZHVINSKY DATED 28-APR-88
By:	/s/ Leonid Mezhvinsky
	Name:	Leonid Mezhvinsky
	Title:	Trustee
JOE AND JENNY CHEN AS TRUSTEES OF THE
JOE CHEN AND JENNY CHEN
REVOCABLE TRUST DATED 2002
By:	/s/ Joe Chen
	Name:	Joe Chen
	Title:	Trustee

VICTOR MEZHVINSKY
By:	/s/ Victor Mezhvinsky
	Name:	Victor Mezhvinsky
	Title:	Trustee
VICTOR MEZHVINSKY AS TRUSTEE OF
THE JOSHUA MEZHVINSKY 2004
IRREVOCABLE TRUST UNDER
AGREEMENT DATED JUNE 4, 2004
By:	/s/ Victor Mezhvinsky
	Name:	Victor Mezhvinsky
	Title:	Trustee
THE CHEN MINORS IRREVOCABLE TRUST
By:	/s/ David Honguy Wu
	Name:	David Honguy Wu
	Title:	Trustee
By:	/s/ Winnie Wei Zhen Wu
	Name:	Winnie Wei Zhen Wu
	Title:	Trustee
FRANK MOREMAN
By:	/s/ Frank Moreman

EXHIBIT A

JOINDER TO REGISTRATION RIGHTS AGREEMENT

     This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the Amended and Restated Registration Rights Agreement dated as of June 29, 2006 (the “Amended and Restated Registration Rights Agreement”) among Ultra Clean Holdings, Inc., FP – Ultra Clean, L.L.C. (“FP”), Leonid and Inna Mezhvinsky as trustees of the Revocable Trust Agreement of Leonid Mezhvinsky and Inna Mezhvinsky dated April 26, 1988, Joe and Jenny Chen as trustees of the Joe Chen and Jenny Chen Revocable Trust dated 2002, Victor Mezhvinsky, Victor Mezhvinsky as trustee of the Joshua Mezhvinsky 2004 Irrevocable Trust under Agreement dated June 4, 2004, David Hongyu Wu and Winnie Wei Zhen Wu as trustees of the Chen Minors Irrevocable Trust and Frank Moreman, as the same may be amended from time to time. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Amended and Restated Registration Rights Agreement.

     The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement and with the written consent of FP, the Joining Party shall be deemed to be a party to the Amended and Restated Registration Rights Agreement as of the date hereof and shall have all of the rights and obligations of a “Stockholder” thereunder as if it had executed the Amended and Restated Registration Rights Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Amended and Restated Registration Rights Agreement.

     IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below. This Joinder Agreement shall not be effective unless and until FP has indicated its written consent hereof.

Date: __________ __, ____

[NAME OF JOINING PARTY]
By:
	Name:
	Title:
Address for Notices:

FP hereby consents to the joinder of
the Joining Party to the Registration
Rights Agreement.

FP – Ultra Clean, L.L.C.
	By:
		Name:
		Title:

EX-10.10

Exhibit 10.10

AGREEMENT TO PRESERVE CORPORATE OPPORTUNITY

     This Agreement is dated as of June 29, 2006, and is between Leonid Mezhvinsky (the “Securityholder”) and Ultra Clean Holdings, Inc., a Delaware corporation (the “Parent”).

     A. The Securityholder holds 73% of the shares of and is a securityholder of Sieger Engineering, Inc. (the “Target”).

     B. Parent has entered into an Agreement and Plan of Merger dated as of June 29, 2006 (the “Merger Agreement”), pursuant to which Parent proposes to acquire all of the issued and outstanding shares of capital stock of the Target. This Agreement shall become effective upon the closing of the merger (the “Closing”) contemplated by the Merger Agreement, and shall have no force or effect unless and until such merger is consummated.

     C. In light of the Securityholder’s sale of his interest in the Target to the Parent, and Securityholder’s contributions in the past to the growth and development of the Target, and for the purpose of preserving for Parent’s benefit the goodwill, proprietary rights and going concern value of the Target, and to protect Parent’s and the Target’s business opportunities, Parent considers this Agreement integral to the transactions contemplated by the Merger Agreement. Parent and the Securityholder agree that the Securityholder has a substantial interest in the Target and the restrictive covenants contained in this Agreement are reasonable and necessary to ensure that the value of the business being purchased by Parent is not diminished.

     NOW, THEREFORE, for the purposes of inducing Parent to consummate the transactions contemplated in the Merger Agreement and to preserve the goodwill, proprietary rights and going concern value of the Target, and to protect Parent’s and the Target’s business opportunities, the parties agree as follows:

     1. (a) In order to protect the confidentiality of the Target’s proprietary information and in recognition of the highly competitive nature of the industries in which the Target and its affiliates conduct their businesses, and to protect Parent’s and the Target’s business opportunities, the Securityholder agrees the Securityholder will not, during and for the period commencing with the Closing and ending on the date that is three years after the date of the Closing, on his own account or as an employee, consultant, independent contractor, partner, owner, officer or stockholder, engage in, be connected with, have any interest in, or aid or assist anyone else to engage in, be connected with, or have any interest in, any firm or person which directly competes with a line or lines of business which the Target (or any of their Subsidiaries) was engaged in or sought to be engaged in during such period; provided that Securityholder may (i) purchase securities in any corporation whose securities are listed or traded on a national securities exchange or in an over-the-counter securities market if such purchases

do not result in Securityholder beneficially owning, directly or indirectly, at any time 5% or more of the equity securities of any such corporation, (ii) act as the director of a corporation which competes with a line or lines of business which the Target (or any of their Subsidiaries) was engaged in or sought to be engaged in during such period and (iii) be employed by a company or firm, including a private equity firm, the primary function of which is to evaluate acquisitions and/or divestitures; provided further, that the Parent will not unreasonably withhold consent to allow Securityholder to engage in acts that do not violate the spirit of the agreement although such acts may otherwise be prohibited by this subsection (a).

     (b) For three years after the Closing, Securityholder shall not, directly or indirectly: (i) induce or attempt to induce any employee of the Parent or Target (or any of their affiliates) to be employed or perform services elsewhere; provided that a general advertisement not targeted specifically at a Company employee or employees that is placed in general circulation media outlets will not be a violation of this clause (i); or (ii) solicit or attempt to solicit the trade of any individual or entity which, at the time of such solicitation, is a customer of the Parent or Target (or any of their subsidiaries) or which the Parent or the Target (or any of their subsidiaries) is undertaking reasonable steps to procure as a customer at the time of or immediately preceding the Closing.

     (c) It is expressly understood and agreed that although the Securityholder and Parent consider the restrictions contained in this Section 1 to be reasonable for the purpose of preserving the goodwill, proprietary rights and going concern value of the Target and its affiliates, and to protect Parent’s and the Target’s business opportunities, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Section 1 is an unenforceable restriction on the activities of the Securityholder, the provisions of this Section 1 shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. Alternatively, if the court referred to above finds that any restriction contained in this Section 1 or any remedy provided in Section 2 of this Agreement is unenforceable, and such restriction or remedy cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained therein or the availability of any other remedy. The provisions of this Section 1 shall in no respect limit or otherwise affect the obligations of the Securityholder under other agreements with Parent or the Target.

     2. The Securityholder acknowledges and agrees that Parent’s remedy at law for a breach or threatened breach of any of the provisions of Section 1 of this Agreement would be inadequate and, in recognition of this fact, in the event of a breach or threatened breach by the Securityholder of any of the provisions of

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Section 1 of this Agreement, the Securityholder agrees that, in addition to its remedy at law, then at Parent’s option, all amounts then or thereafter due the Securityholder from Parent, the Target and any of its respective subsidiaries and other affiliates may be withheld to the extent permitted by law, and Parent, without posting any bond, shall also be entitled to seek equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. Nothing herein contained shall be construed as prohibiting Parent from pursuing, in addition, any other remedies available to it for such breach or threatened breach. The waiver by Parent of a breach of any provision of this Agreement by the Securityholder shall not operate or be construed as a waiver of a breach of any other provision of this Agreement or of any subsequent breach by the Securityholder.

     3. All notices under this Agreement shall be in writing and shall be effective at the earlier of the date: (a) when delivered in person at the address of the other party as set forth below, or (b) received by the U.S. Mail, after being sent, postage prepaid, by registered or certified mail, return receipt requested, and addressed to the other party as set forth below.

     All notices to the Parent shall be addressed to:

     Ultra Clean Holdings, Inc.
     150 Independence Drive
     Menlo Park, CA 94025
     Attention: Chief Executive Officer

     All notices to the Securityholder shall be sent to Securityholder’s last known address as reflected on the books and records of the Target:

     Such addresses may be changed by notice given in accordance with this Section.

     4. The Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws principles. The parties agree that any action or proceeding with respect to this Agreement shall be brought in state or federal court residing in the State of Delaware, and the parties agree to the jurisdiction thereof. The parties hereby irrevocably waive any objection they may now or hereafter have to the laying of venue of any such action in the said court(s), and further irrevocably waive any claim they may now or hereafter have that any such action brought in said court(s) has been brought in an inconvenient forum.

     5. Upon effectiveness, this Agreement shall supersede and replace any other prior agreement or understanding between the Securityholder and Parent, or its affiliates, predecessors, successors or assigns with respect to the

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subject matter hereof. This Agreement may not be modified, altered or changed except upon the express written consent of both parties. This Agreement shall inure to the benefit of and be binding upon Parent and the Target, their successors and assigns, including, without limitation, any corporation which may acquire all or substantially all of Parent’s or the Target’s assets or stock or with or into which Parent or the Target may be consolidated or merged, and upon the Securityholder and the Securityholder’s heirs, executors, administrators and legal representatives. The Securityholder acknowledges that she has not relied on any representations, promises, or agreements of any kind made to her in connection with her decision to sign this Agreement, except for those set forth in this Agreement. The parties understand and agree that Paragraph headings in this Agreement are used for convenience or reference only and shall not affect the meaning of any provision of this Agreement.

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      IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

ULTRA CLEAN HOLDINGS, INC.
By:	/s/ Clarence L. Granger
	Name:	Clarence L. Granger
	Title:	President, Chief Executive
		Officer and Chief Operating
		Officer

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

SECURITYHOLDER:

/s/ Leonid Mezhvinsky

LEONID MEZHVINSKY

EX-10.11

Exhibit 10.11

LOCK-UP AGREEMENT

June 29, 2006

Ultra Clean Holdings, Inc.
150 Independence Drive
Menlo Park, California 94025
Attention: Clarence L. Granger,
President and Chief Executive Officer

Ladies and Gentlemen:

     Pursuant to the terms of the Agreement and Plan of Merger and Reorganization dated as of June 29, 2006 (the “Merger Agreement”) among Sieger Engineering, Inc. (the “Company”), Leonid Mezhvinsky (“Mezhvinsky”), Ultra Clean Holdings, Inc. (“Parent”), Bob Acquisition Inc., Pete Acquisition LLC, Leonid and Inna Mezhvinsky as trustees of the Revocable Trust Agreement of Leonid Mezhvinsky and Inna Mezhvinsky dated April 26, 1988 (the “Mezhvinsky Trust”), Joe and Jenny Chen as trustees of the Joe Chen and Jenny Chen Revocable Trust dated 2002, Victor Mezhvinsky, Victor Mezhvinsky as trustee of the Joshua Mezhvinsky 2004 Irrevocable Trust under Agreement dated June 4, 2004 (the “Joshua Trust”), David Hongyu Wu and Winnie Wei Zhen Wu as trustees of the Chen Minors Irrevocable Trust, Frank Moreman, and Leonid Mezhvinsky, as Sellers’ Agent, the undersigned will receive cash and shares of Common Stock, par value $0.001 per share, of Parent (the “Shares”), in exchange for shares of common stock of the Company, a majority of which is owned by the undersigned. In order to induce Parent to enter into the Merger Agreement and in connection with this letter agreement (this “Agreement”), Parent and the undersigned are also entering into the Amended and Restated Registration Rights Agreement and the Amended and Restated Stockholders’ Agreement dated as of the date hereof. Each of Mezhvinsky, the Mezhvinsky Trust, Victor Mezhvinsky and the Joshua Trust shall hereinafter be referred to as a “Mezhvinsky Stockholder,” and collectively as the “Mezhvinsky Stockholders.” Each of Parent and the other parties hereto hereby agrees as follows:

     1. Until December 26, 2006 (the “Initial Release Date”), each of the parties hereto (other than Parent) agrees not to sell, offer to sell, contract to sell, sell any option or contract for the sale or purchase of, lend, enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of, or otherwise dispose of (collectively, “Transfer”) any Shares.

     2. From the Initial Release Date until June 29, 2008 (the “Second Release Date”), each Mezhvinsky Stockholder agrees not to Transfer any Shares unless (i) each such Transfer during that period complies with the volume limitations of Rule 144 (“Rule 144”) under the Securities Act of 1933, as amended (the “Securities Act”) and (ii) Transfers made during any consecutive 90-day period do not exceed 25% of the Shares.

     3. Notwithstanding anything herein to the contrary, in the event Mezhvinsky ceases to be (i) an employee or (ii) a director (provided that he has not ceased to be a director either because he was not elected by the Company's stockholders after having been nominated to stand for election or because he declined to stand for election) of Parent, the Mezhvinsky Stockholders may Transfer up to 25% of the Shares in any 90-day period beginning on the later of (i) the Initial Release Date and (ii) the date Mezhvinsky ceases to be an employee or a director of Parent.

     4. Beginning on the Second Release Date and thereafter the Stockholders shall not be subject to any contractual limitation hereunder on their ability to Transfer any Shares.

     5. Notwithstanding the foregoing, Mezhvinsky acknowledges and agrees that at all times that he remains an “affiliate” (as defined in Rule 405 under the Securities Act) of Parent by virtue of his position on the Board of Directors of Parent or otherwise, he shall be subject to Parent’s insider trading and Section 16 compliance policies.

     6. The undersigned acknowledge that Parent may impose stock transfer restrictions on the Shares (including placing legends on the Shares indicating that such Shares are subject to this Agreement) to enforce the provisions of this Agreement or to the extent that restrictions exist under the Securities Act. The undersigned further acknowledge that the restrictions imposed by this Agreement are in addition to any other restrictions imposed on the Transfer of the Shares pursuant to any other agreement in effect between Parent and the undersigned or pursuant to applicable law; provided that, if any Shares cease to be subject to any restrictions on Transfer under the Securities Act or this Agreement, upon the written request of a Stockholder and the submission of evidence reasonably satisfactory to Parent of that fact, Parent shall issue to the Stockholder a new certificate or certificates evidencing those Shares without any legend or stock transfer restriction that may have been placed thereon with respect thereto.

     7. For purposes of this Agreement, the Shares shall be deemed to include all of the Shares received by Leonid and Inna Mezhvinsky as trustees of the Revocable Trust Agreement of Leonid Mezhvinsky and Inna Mezhvinsky dated April 26, 1988, Victor Mezhvinsky and Victor Mezhvinsky as trustee of the Joshua Mezhvinsky 2004 Irrevocable Trust under Agreement dated June 4, 2004 (the “Receiving Parties”) pursuant to the Merger Agreement and all of the Shares received and Transferred by the Receiving Parties shall be aggregated for purposes of determining the number of Shares that may be Transferred during any particular period.

     8. Notwithstanding anything contained herein to the contrary, any party hereto may, at any time, Transfer any number of Shares to such party’s “affiliates” (as defined in Rule 405 under the Securities Act), spouse, ex-spouse, domestic partner, lineal descendant or antecedent, brother or sister, the adopted child or adopted

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grandchild, or the spouse or domestic partner of any child, adopted child, grandchild or adopted grandchild of such party, or a trust or trusts for the benefit of such party or those members of such party’s family specified in this Section 8; provided that any such transferee shall be subject to the terms of this Agreement.

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     If the above reflects our agreement with you, please sign in the place indicated below.

LEONID MEZHVINSKY
	/s/ Leonid Mezhvinsky
LEONID AND INNA MEZHVINSKY AS TRUSTEES OF THE REVOCABLE TRUST AGREEMENT OF LEONID MEZHVINSKY AND INNA MEZHVINSKY DATED APRIL 26, 1988
By:	/s/ Leonid Mezhvinsky
	Name:	Leonid Mezhvinsky
	Title:	Trustee
VICTOR MEZHVINSKY
By:	/s/ Victor Mezhvinsky
VICTOR MEZHVINSKY AS TRUSTEE OF THE JOSHUA MEZHVINSKY 2004 IRREVOCABLE TRUST UNDER AGREEMENT DATED JUNE 4, 2004
By:	/s/ Victor Mezhvinsky
	Name:	Victor Mezhvinsky
	Title:	Trustee

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JOE AND JENNY CHEN AS TRUSTEES OF THE JOE AND JENNY CHEN REVOCABLE TRUST DATED 2002
By:	Joe Chen
	Name:	Joe Chen
	Title:	Trustee
THE CHEN MINOR IRREVOCABLE TRUST
By:	/s/ David Hongyu Wu
	Name:	David Hongyu Wu
	Title:	Trustee
By:	/s/ Winnie Wei Zhen Wu
	Name:	Winnie Wei Zhen Wu
	Title:	Trustee
FRANK MOREMAN
	/s/ Frank Moreman

ACCEPTED AND AGREED TO:
ULTRA CLEAN HOLDINGS, INC.
By:	/s/ Clarence L. Granger
	Name:	Clarence L. Granger
	Title:	President, Chief Executive Officer and Chief Operating Officer

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EX-99.1

Exhibit 99.1

Press Release Source: Ultra Clean Holdings, Inc.

Ultra Clean Holdings, Inc. to Acquire Sieger Engineering, Inc.

Thursday, June 29

MENLO PARK, Calif., June 29, 2006 /PRNewswire/ -- Ultra Clean Holdings, Inc. (Nasdaq: UCTT), a leading developer and supplier of critical subsystems for the semiconductor and flat panel capital equipment industries, today reported that it is acquiring Sieger Engineering, Inc. (Sieger), also a supplier of critical subsystems to the semiconductor and flat panel, as well as medical, capital equipment industries. By acquiring Sieger, UCTT further expands its served markets and leverages its existing operations in China while adding additional outsourced manufacturing capabilities.

UCTT will pay approximately $50 million to complete the transaction, which is expected to close today. The consideration will consist of $16 million in cash, approximately 2.47 million shares of UCTT common stock, and the assumption of approximately $15 million of debt. The consideration is subject to a post-closing balance sheet adjustment.

Founded in 1981 and based in South San Francisco, Sieger generated approximately $86 million of revenue and $4 million of operating income in its last fiscal year ended December 31, 2005.

Clarence Granger, UCTT’s Chief Executive Officer, commented on the acquisition: “We are very pleased to add Sieger’s complementary capabilities to UCTT in a synergistic transaction. We expect the transaction to be accretive to earnings for the balance of 2006 and for all of 2007. Like UCTT, Sieger has experienced growth at a faster pace than the overall industry because of its flexible business model, which is well suited to meet our customers’ needs for outsourced manufacturing.”

"We are excited about joining UCTT and for the growth potential that this transaction represents for our customers and employees," said Leonard Mezhvinsky, President and CEO of Sieger. "I look forward to contributing in my new role as President of UCTT in charge of manufacturing operations."

Granger continued: “Through this acquisition we add scale, as our combined revenue for 2005 would have been $234 million, a 59% increase over UCTT’s calendar year 2005 revenue of $147 million. We also expect to significantly increase our non-gas delivery subsystem revenue and subsystem integration capabilities, since there is no overlap among our product lines. This combination should enhance our competitive positions in our targeted markets.”

Press Conference Invitation

UCTT will conduct a conference call on Thursday, June 29, 2006, beginning at 2:30 pm PDT at 888/723-8350 (domestic) and 706/634-0135 (international). A replay of the webcast will be available for fourteen days following the conference call at 800/633-8284 (domestic) and 402/977-9140 (international). The confirmation number for the live broadcast and replays is 21298378 (all callers). Website slides will also be available on www.uct.com. The conference call will also be webcast live and be available for fourteen days on our website.

About Ultra Clean Holdings, Inc.

Ultra Clean Holdings, Inc. is a developer and supplier of critical subsystems for the semiconductor and flat panel capital equipment industries. UCTT offers its customers an integrated outsourced solution for gas delivery systems and other subassemblies, improved design-to-delivery cycle times, component neutral design and manufacturing and component testing capabilities. UCTT's customers are primarily original equipment manufacturers of semiconductor capital equipment. UCTT is headquartered in Menlo Park, California. Additional information is available at www.uct.com.

About Sieger Engineering, Inc.

Sieger Engineering, Inc. is a supplier of critical subsystems to the semiconductor, flat panel and medical capital equipment industries. Sieger is headquartered in South San Francisco, California. Additional information is available at www.siegereng.com.

Safe Harbor Statement

The foregoing information contains, or may be deemed to contain, "forward looking statements" (as defined in the U.S. Private Securities Litigation Reform Act of 1995) which reflect our current views with respect to future events and financial performance. We use words such as "anticipates," "believes," "plan," "expect," "future,"' "intends," "may," "will," "should," "estimates," "predicts," "potential," "continue" and similar expressions to identify these forward-looking statements. Forward looking statements included in the press release include estimates made with respect to our second quarter revenue and diluted earnings per share. All forward-looking statements address matters that involve risks and uncertainties. Accordingly, our actual results may differ materially from the results predicted or implied by these forward- looking statements. These risks, uncertainties and other factors include, among others, those identified in "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations'' and elsewhere in the Company’s Form 10-Q for the quarter ended March 31, 2006 and Form 10-K for the year ended December 31, 2005 filed with the Securities and Exchange Commission. Ultra Clean Holdings, Inc. undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise.