Form 8-K
8-K — Ultra Clean Holdings, Inc.
Accession: 0000950103-26-012379
Filed: 2026-08-14
Period: 2026-08-14
CIK: 0001275014
SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)
Item: Entry into a Material Definitive Agreement
Item: Financial Statements and Exhibits
Documents
8-K — dp251729_8k.htm (Primary)
EX-1.1 — EXHIBIT 1.1 (dp251729_0101.htm)
EX-5.1 — EXHIBIT 5.1 (dp251729_0501.htm)
EX-23.2 — EXHIBIT 23.2 (dp251729_2302.htm)
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UNITED STATES
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): August 14, 2026
Ultra Clean Holdings,
Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware
000-50646
61-1430858
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
26462
Corporate Avenue
Hayward,
California
94545
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s
Telephone Number, Including Area Code: 510 576-4400
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:
☐ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 par value
UCTT
The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
Sales Agreement
On August 14, 2026, Ultra Clean Holdings, Inc. (the “Company”)
entered into a sales agreement (the “Sales Agreement”) with UBS Securities LLC, Barclays Capital Inc., Craig-Hallum Capital
Group LLC and Oppenheimer & Co. Inc. (each, a “Sales Agent” and collectively, the “Sales Agents”), under which
the Company may offer and sell, from time to time in its sole discretion, up to $400 million of shares of its common stock, $0.001 par
value per share (the “Common Stock”), through an “at-the-market” offering program (the “ATM Offering”).
Subject to the terms and conditions of the Sales Agreement, the Sales
Agents will use reasonable efforts consistent with their normal trading and sales practices, applicable state and federal laws, rules
and regulations, and the rules of The Nasdaq Global Select Market to sell the shares of Common Stock from time to time based upon the
Company’s instructions for the sales, including any price, time or size limits specified by the Company. Under the Sales Agreement,
the Sales Agents may sell the shares of Common Stock by any method permitted by law, including in ordinary brokers’ transactions,
to or through a market maker, on or through The Nasdaq Global Select Market or any other market venue where the securities may be traded,
in the over-the-counter market, in privately negotiated transactions, or through a combination of any such methods of sale. The Company
is not obligated to sell any shares of Common Stock under the Sales Agreement and may at any time suspend sales under the Sales Agreement.
The Sales Agents’ obligations to sell the shares of Common Stock under the Sales Agreement are subject to satisfaction of certain
conditions, including customary closing conditions.
The Sales Agreement provides that the Sales Agents will be entitled
to compensation for their services in the form of a commission of up to 3.0% of the gross offering proceeds of shares of Common Stock
sold under the Sales Agreement, and the Company has agreed to reimburse the Sales Agents for certain specified expenses. The Company has
also agreed to provide the Sales Agents with customary indemnification and contribution rights. The Sales Agreement may be terminated
for any reason by the Company at any time by giving written notice to the Sales Agents or by any Sales Agent at any time, with respect
to such Sales Agent only, by giving written notice to the Company.
The sales and issuances of the shares of Common Stock under the Sales
Agreement will be made pursuant to an automatic shelf registration statement on Form S-3 initially filed with the Securities and Exchange
Commission (the “SEC”) on March 25, 2024 (Registration No. 333-278195) (the “Shelf Registration Statement”), a
base prospectus, dated March 25, 2024, included as part of the Shelf Registration Statement and a prospectus supplement, dated August
14, 2026.
The foregoing description of the Sales Agreement does not purport to
be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed herewith as
Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A validity opinion issued by the Company’s counsel with respect
to the shares of Common Stock sold in the ATM Offering is filed as Exhibit 5.1 hereto.
This Current Report on Form 8-K shall not constitute an offer to sell
or the solicitation of an offer to buy any securities, nor shall there be any sale of such securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
Item 9.01. Financial Statements and Exhibits.
Exhibits
Exhibit Number
Description
1.1
Sales Agreement, dated August 14, 2026 by and among Ultra Clean Holdings, Inc. and UBS Securities LLC, Barclays Capital Inc., Craig-Hallum Capital Group LLC and Oppenheimer & Co. Inc.
5.1
Opinion of Davis Polk & Wardwell LLP
23.1
Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
23.2
Consent of PricewaterhouseCoopers LLP
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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 thereunto duly authorized.
ULTRA CLEAN HOLDINGS, INC.
Date: August 14, 2026
By:
/s/ Paul Y. Cho
Name:
Paul Y. Cho
Title:
General Counsel and Corporate Secretary
EX-1.1 — EXHIBIT 1.1
EX-1.1
Filename: dp251729_0101.htm · Sequence: 2
Exhibit 1.1
ULTRA CLEAN HOLDINGS, INC.
Common Stock
($0.001 par value)
ATM EQUITY OFFERING SALES AGREEMENT
August 14, 2026
UBS Securities LLC
11 Madison Avenue
New York, New York 10010
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
Craig-Hallum Capital Group LLC
323 N. Washington Avenue, Suite 300
Minneapolis, Minnesota 55401
Oppenheimer & Co. Inc.
85 Broad Street, 26th Floor
New York, New York 10004
Ladies and Gentlemen:
Ultra Clean Holdings, Inc., a Delaware corporation
(the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to
or through UBS Securities LLC (“UBS”), Barclays Capital Inc. (“Barclays”), Craig-Hallum Capital
Group LLC (“Craig-Hallum”) or Oppenheimer & Co. Inc (“Oppenheimer”), as sales agent and/or principal
(each, an “Agent”, and collectively, the “Agents”), shares (the “Shares”) of
the Company’s common stock, $0.001 par value (the “Common Stock”), having an aggregate gross sales price of not
to exceed $400,000,000, on the terms set forth in this Agreement. The Company agrees that whenever it determines to sell Shares
directly to the Agents as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”),
in substantially the form of Annex I hereto, relating to such sale in accordance with Section 2(k) hereof. References herein
to “this Agreement” or to matters contained “herein” or “hereunder”, or words of similar import, mean
this ATM Equity Offering Sales Agreement and any applicable Terms Agreement.
The Company has prepared and filed with the Securities
and Exchange Commission (the “Commission”) an “automatic shelf registration statement”, as defined under
Rule 405 (“Rule 405”) under the Securities Act of 1933, as amended (the “1933 Act”), on Form S-3
(File No. 333-278195), covering the public offering and sale of certain securities of the Company, including the Shares, under the 1933
Act and the rules and regulations promulgated thereunder (the “1933 Act Regulations”), which automatic shelf registration
statement became effective under Rule 462(e) of the 1933 Act Regulations (“Rule 462(e)”). The “Registration
Statement”, as of any time, means such registration statement as amended by any post-effective amendments thereto at such time,
including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein
at such time pursuant to Item 12 of Form S-3 under the 1933 Act and the documents otherwise deemed to be a part thereof as of such time
pursuant to Rule 430B of the 1933 Act Regulations (“Rule 430B”); provided, however, that the “Registration
Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as
of the time of the first contract of sale for the Shares, which time shall be considered the “new effective date” of the Registration
Statement with respect to the Shares within the meaning of paragraph (f)(2) of Rule 430B (“Rule 430B(f)(2)”), including
the exhibits and schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such
time pursuant to Item 12 of Form S-3 under the 1933 Act and the documents otherwise deemed to be
a part thereof as of such time pursuant to Rule 430B. The
base prospectus filed as part of such automatic shelf registration statement, as amended in the form in which it has been filed most recently
with the Commission in accordance with Section 3(b) or 3(c) hereof, including the documents incorporated or deemed incorporated by reference
therein pursuant to Item 12 of Form S-3 under the 1933 Act, is referred to herein as the “Base Prospectus”. Promptly
after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement relating to the Shares in accordance
with the provisions of Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Such final prospectus supplement,
as amended by the prospectus supplement filed most recently with the Commission in accordance with Section 3(b), 3(c) or 3(n) hereof,
as the case may be, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form
S-3 under the 1933 Act, is referred to herein as the “Prospectus Supplement”. The Base Prospectus, as amended by
the Prospectus Supplement and any applicable pricing supplement thereto, in the form the Base Prospectus, the Prospectus Supplement and
any such pricing supplement are first furnished to the Agents for use in connection with the offering and sale of Shares, are collectively
referred to herein as the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement,
any preliminary prospectus or the Prospectus or any amendment or supplement thereto shall be deemed to include the copy filed with the
Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (or any successor system) (“EDGAR”).
As used in this Agreement:
“Applicable Time”
means, with respect to any offer and sale of Shares, the time immediately prior to the first contract of sale for such Shares, or such
other time as agreed by the Company and the applicable Agents.
“General Disclosure Package”
means each Issuer General Use Free Writing Prospectus, if any, issued prior to the Applicable Time, the most recent Prospectus filed with
the Commission in accordance with Section 3(b), 3(c) or 3(n) hereof that is distributed to investors prior to the Applicable Time and
the number of Shares and the initial offering price per Share, all considered together.
“Issuer Free Writing Prospectus”
means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations (“Rule 433”),
including, without limitation, any “free writing prospectus” (as defined in Rule 405) relating to the Shares that is (i) required
to be filed with the Commission by the Company, (ii) a “road show that is a written communication” within the meaning of Rule
433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule
433(d)(5)(i) because it contains a description of the Shares or of the offering thereof that does not reflect the final terms, in each
case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s
records pursuant to Rule 433(g).
“Issuer General Use Free Writing
Prospectus” means any Issuer Free Writing Prospectus approved by the Agents or, in the case of a specific offer and sale of
Shares, the applicable Agents, pursuant to Section 3(l) hereof that is furnished to the Agents or such Agents, as the case may be, for
general distribution to investors, as evidenced by communications between the Company and the Agents or such Agents, as the case may be.
“Issuer Limited Use Free Writing
Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.
All references in this Agreement to financial statements
and schedules and other information which is “contained,” “included,” “made,” “stated”
or “referred to” (or other references of like import) in the Registration Statement, any preliminary prospectus or the Prospectus
shall be deemed to include all such financial statements and schedules and other information incorporated or deemed incorporated by reference
in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be, prior to the Applicable Time relating
to the particular Shares; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary
prospectus or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended
(the “1934 Act”), and the rules and regulations promulgated thereunder (the “1934 Act Regulations”)
incorporated or deemed to be incorporated by reference in the Registration
2
Statement, such preliminary prospectus or the Prospectus,
as the case may be, at or after the Applicable Time relating to the particular Shares.
Section 1. Representations
and Warranties. The Company represents and warrants to the Agents at the date of this Agreement, each Registration Statement
Amendment Date (as defined in Section 3(o) hereof), each Company Periodic Report Date (as defined in Section 3(n) hereof), each Company
Earnings Report Date (as defined in Section 3(o) hereof), each Request Date (as defined in Section 3(o) hereof), each Applicable Time
and each Settlement Date (as defined in Section 2(h) hereof) (collectively, a “Representation Date”), and agrees with
the Agents, as follows:
(i) Compliance
of the Registration Statement, the Prospectus and Incorporated Documents. The Company meets the requirements for use of
Form S-3 under the 1933 Act. The Registration Statement is an automatic shelf registration statement under Rule 405 and the
Shares have been and remain eligible for registration by the Company on such automatic shelf registration statement. Each of
the Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act. No stop order
suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act,
no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to
Rule 401(g)(2) of the 1933 Act Regulations (“Rule 401(g)(2)”) has been received by the Company, no order preventing
or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings
for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company
has complied with each request (if any) from the Commission for additional information.
Each of the Registration Statement and
any post-effective amendment thereto, at the time of its effectiveness and as of each deemed effective date with respect to the Agents
pursuant to Rule 430B(f)(2), complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each
of any preliminary prospectus and the Prospectus and any amendment or supplement thereto, at the time it was filed with the Commission,
complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and is identical to the electronically
transmitted copy thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
The documents incorporated or deemed
to be incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus, when they became effective
or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements
of the 1934 Act and the 1934 Act Regulations.
(ii) Accurate
Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Settlement Date,
contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading. At each Applicable Time, neither (A) the General
Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure
Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither
the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing
with the Commission pursuant to Rule 424(b) or at any Settlement Date, included, includes or will include an untrue statement of a material
fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration
Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents
incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information
in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include
an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading.
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(iii) Issuer
Free Writing Prospectuses. No Issuer Free Writing Prospectus conflicts or will conflict with the information contained
in the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, including any document
incorporated by reference therein, that has not been superseded or modified. Any offer that is a written communication relating
to the Shares made prior to the initial filing of the Registration Statement by the Company or any person acting on its behalf (within
the meaning, for this paragraph only, of Rule 163(c) of the 1933 Act Regulations) has been filed with the Commission in accordance with
the exemption provided by Rule 163 of the 1933 Act Regulations (“Rule 163”) and otherwise complied with the requirements
of Rule 163, including, without limitation, the legending requirement, to qualify such offer for the exemption from Section 5(c) of the
1933 Act provided by Rule 163.
(iv) Well-Known
Seasoned Issuer. (A) At the original effectiveness of the Registration Statement, (B) at the time of the most recent amendment
thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated
report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company or any person acting
on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Shares in reliance on the exemption
of Rule 163, (D) at the date of this Agreement, and (E) at each Applicable Time, the Company was and is a “well-known seasoned issuer,”
as defined in Rule 405.
(v) Company
Not Ineligible Issuer. (A) At the time of filing the Registration Statement and any post-effective amendment thereto, (B)
at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of
Rule 164(h)(2) of the 1933 Act Regulations) of the Shares, (C) at the date of this Agreement and (D) at each Applicable Time, the Company
was not and is not an “ineligible issuer,” as defined in Rule 405, without taking account of any determination by the Commission
pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible issuer.
(vi) Financial
Statements. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries included
or incorporated by reference in each of the Registration Statement, the General Disclosure Package and the Prospectus present fairly,
in all material respects, the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results
of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity
with generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis throughout
the periods covered thereby; and the other financial information included or incorporated by reference in each of the Registration Statement,
the General Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries
and presents fairly, in all material respects, the information shown thereby.
(vii) No
Material Adverse Change. Since the date of the most recent financial statements of the Company included or incorporated
by reference in each of the Registration Statement, the General Disclosure Package and the Prospectus, (i) there has not been any material
change in the capital stock or long-term debt of the Company or any of its subsidiaries listed in Exhibit 21.1 to the Company’s
Annual Report on Form 10-K filed with the Commission on February 23, 2026 (the “Subsidiaries”) (other than the issuance
of shares of Common Stock upon the settlement of restricted stock units, performance stock units and restricted stock awards described
as outstanding in, and the grant of options and awards under existing equity incentive plans described in, the Registration Statement,
the General Disclosure Package and the Prospectus), or any dividend or distribution of any kind declared, set aside for payment, paid
or made by the Company on any class of capital stock, or any material adverse change, or any development involving a prospective material
adverse change, in or affecting the business, properties, management, financial position, stockholders’ equity, results of operations or
prospects of the Company and its Subsidiaries taken as a whole; (ii) neither the Company nor any of its Subsidiaries has entered into
any transaction or agreement that is material to the Company and its Subsidiaries taken as a whole or incurred any liability or obligation,
direct or contingent, that is material to the Company and its Subsidiaries taken as a whole; and (iii) neither the Company nor any of
its Subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether
or not covered by insurance, or from any
4
labor disturbance or dispute or any action,
order or decree of any court or arbitrator or governmental or regulatory authority, except in each case as otherwise disclosed in each
of the Registration Statement, the General Disclosure Package and the Prospectus.
(viii) Organization
and Good Standing. The Company is a corporation, and each of its Subsidiaries is a corporation or other business entity,
in each case duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation (to
the extent such jurisdiction of formation has the concept of good standing). The Company and each of its Subsidiaries has full
power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct
its business as described in each of the Registration Statement, the General Disclosure Package and the Prospectus. Each of
the Company and each of its Subsidiaries is duly licensed or qualified to do business and in good standing as a foreign corporation or
such other business entity in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned
or leased by it makes such license or qualification necessary, except to the extent that the failure to be so qualified or be in good
standing would not, individually or in the aggregate, have a material adverse effect on the business, properties, management, financial
position, stockholders’ equity, results of operations or prospects of the Company and its Subsidiaries, taken as a whole, or on
the performance of the Company under this Agreement (a “Material Adverse Effect”). The Subsidiaries are
the only subsidiaries of the Company.
(ix) Capitalization;
Listing of Common Stock. The Company has an authorized capitalization as set forth in the Registration Statement, the General
Disclosure Package and the Prospectus; all the outstanding shares of capital stock of the Company have been duly and validly authorized
and issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights; except as described in or expressly
contemplated by the Registration Statement, the General Disclosure Package and the Prospectus, there are no outstanding rights (including,
without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares
of capital stock or other equity interest in the Company or any of its Subsidiaries, or any contract, commitment, agreement, understanding
or arrangement of any kind relating to the issuance of any capital stock of the Company or any such Subsidiary, any such convertible or
exchangeable securities or any such rights, warrants or options; the capital stock of the Company conforms in all material respects to
the description thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus; all the outstanding
shares of capital stock or other equity interests of each Subsidiary owned, directly or indirectly, by the Company have been duly and
validly authorized and issued, are fully paid and non-assessable (except, in the case of any foreign Subsidiary, for directors’
qualifying shares and except as otherwise described in each of the Registration Statement, the General Disclosure Package and the Prospectus)
and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on
voting or transfer or any other claim of any third party. The Company’s Common Stock has been registered pursuant to Section 12(b)
of the 1934 Act, and the Shares have been approved for listing on the Nasdaq Global Market (“Nasdaq”), and the Company
has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the 1934 Act
or the listing of the Common Stock (including the Shares) on Nasdaq, nor has the Company received any notification that the Commission
or Nasdaq is contemplating terminating such registration or listing.
(x) Stock
Options. With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based
compensation plans of the Company and its Subsidiaries (the “Company Stock Plans”), (i) each Stock Option intended
to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended, including the
regulations and published interpretations thereunder (the “Code”), so qualifies, (ii) each grant of a Stock Option
was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the “Grant
Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a
duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents,
and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was
made in accordance with the terms of the Company Stock Plans, the 1934 Act and all other applicable laws and regulatory rules or requirements,
including the rules of the Nasdaq and any other exchange on which Company securities are
5
traded, (iv) the per share exercise price
of each Stock Option was equal to the fair market value of a share of Common Stock on the applicable Grant Date and (v) each such grant
was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed
in the Company’s filings with the Commission in accordance with the 1934 Act and all other applicable laws. The Company
has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Stock Options prior to, or otherwise
coordinate the grant of Stock Options with, the release or other public announcement of material information regarding the Company or
its Subsidiaries or their results of operations or prospects.
(xi) Due
Authorization. The Company has full right, power and authority to execute and deliver this Agreement and to perform its
obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery
by it of each of this Agreement and the consummation by it of the transactions contemplated thereby or by the Registration Statement,
the General Disclosure Package and the Prospectus has been duly and validly taken.
(xii) Authorization
of this Agreement. This Agreement has been duly authorized, executed and delivered by the Company.
(xiii) Authorization
and Description of Shares. The Shares have been duly and validly authorized for issuance and sale by the Company pursuant
to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth
in this Agreement, will be validly issued and fully paid and non-assessable. The issuance of the Shares is not subject to the preemptive
or other similar rights of any securityholder of the Company or any other person or entity. The Common Stock conforms to all statements
relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such statements conform
to the rights set forth in the instruments defining the same. No holder of Shares will be subject to personal liability by
reason of being such a holder.
(xiv) No
Violation or Default. Neither the Company nor any of its Subsidiaries is (i) in violation of its charter or by-laws
or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would
constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage,
deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which
the Company or any of its Subsidiaries is bound or to which any property or asset of the Company or any of its Subsidiaries is subject;
or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory
authority (each, a “Governmental Entity”), except, in the case of clauses (ii) and (iii) above, for any such default
or violation that would not, individually or in the aggregate, have a Material Adverse Effect.
(xv) No
Conflicts. The execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares
and the consummation of the transactions contemplated herein, the Registration Statement, the General Disclosure Package and the Prospectus
will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, result
in the termination, modification or acceleration of, or result in the creation or imposition of any lien, charge or encumbrance upon any
property, right or asset of the Company or any of its Subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement
or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries
is bound or to which any property, right or asset of the Company or any of its Subsidiaries is subject, (ii) result in any violation of
the provisions of the charter or by-laws or similar organizational documents of the Company or any of its Subsidiaries or (iii) result
in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory
authority, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually
or in the aggregate, have a Material Adverse Effect.
(xvi) No
Consents Required. No consent, approval, authorization, license, order, registration or qualification of or with any court
or arbitrator or governmental or regulatory authority is required for the
6
execution, delivery and performance by the Company
of this Agreement, the issuance and sale of the Shares and the consummation of the transactions contemplated herein, the Registration
Statement, the General Disclosure Package and the Prospectus, except such as have been already obtained or as may be required under the
1933 Act, the 1933 Act Regulations, the rules of Nasdaq, the securities laws of any state or non-U.S. jurisdiction or the rules of Financial
Industry Regulatory Authority, Inc. (“FINRA”).
(xvii) Legal
Proceedings. Except as described in each of the Registration Statement, the General Disclosure Package and the Prospectus,
(i) there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings
(“Actions”) pending to which the Company or any of its Subsidiaries is or may be a party or to which any property of
the Company or any of its Subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the
Company or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect; and, to the knowledge of the Company,
no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (ii) there are
no current or pending legal, governmental or regulatory actions, suits or proceedings that would restrain, enjoin, prevent or interfere
with the consummation of the transactions contemplated herein, the Registration Statement, the General Disclosure Package and the Prospectus.
(xviii) Independent
Accountants. PricewaterhouseCoopers LLP and Baker Tilly US, LLP, who have certified certain financial statements of the
Company and its wholly-owned subsidiaries, are independent registered public accounting firms with respect to the Company and its Subsidiaries
within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States)
and as required by the 1933 Act.
(xix) Title
to Real and Personal Property. Except as described in each of the Registration Statement, the General Disclosure Package
and the Prospectus, the Company and its Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or
otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its Subsidiaries,
in each case free and clear of all liens, charges, encumbrances, claims and defects and imperfections of title except those that (i) do
not materially interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries, or (ii) could
not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
(xx) Intellectual
Property. Except as described in each of the Registration Statement, the General Disclosure Package and the Prospectus,
or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) the Company and each
of its Subsidiaries owns or has adequate rights to use all trademarks, service marks, trade dress, trade names, domain names, patents,
mask works, copyrights, technology, know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential
information, systems or procedures), and other intellectual property (collectively, “Intellectual Property”), in each
case, sufficient to conduct its business as now conducted, and, to the knowledge of the Company, none of the Intellectual Property rights
owned by or exclusively licensed to the Company or any of its Subsidiaries is invalid or unenforceable, (ii) the Company has no knowledge
of any infringement, misappropriation, dilution or other violation by it or any of its Subsidiaries of Intellectual Property rights of
others, (iii) the Company is not aware of any infringement, misappropriation, dilution or other violation by others of rights of the Company
or any of its Subsidiaries with respect to any Intellectual Property owned by or exclusively licensed to the Company or any of its Subsidiaries,
and (iv) the Company and its Subsidiaries have not received any written notice in which a third party is (A) alleging that the Company
or any of its Subsidiaries has infringed, misappropriated, diluted or otherwise violated any Intellectual Property of any third party,
or (B) challenging the validity, scope or enforceability of any Intellectual Property owned by or exclusively licensed to the Company
or any of its Subsidiaries.
(xxi) Cybersecurity;
Data Protection. Except as described in each of the Registration Statement, the General Disclosure Package and the Prospectus,
or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) the Company and its Subsidiaries’
information technology and computer systems, networks, hardware, software, websites, applications, data
7
and databases (including the data and information
of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and
its Subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiaries), equipment or
technology (collectively, “IT Systems and Data”) are adequate for, and operate and perform as required in connection
with, the operation of the business of the Company and its Subsidiaries as currently conducted, and, to the knowledge of the Company,
are free and clear of all bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, (ii) the Company and its Subsidiaries
have implemented and maintained commercially reasonable controls, policies, procedures, and technological safeguards designed to maintain
and protect their confidential information and the integrity, continuous operation, redundancy and security of their IT Systems and Data
reasonably consistent with industry standards and practices, or as required by applicable regulatory standards, (iii) there has been no
security breach, incident, violation, outage or unauthorized use, access or disclosure, or other compromise of or relating to any of the
Company’s and its Subsidiaries’ IT Systems and Data, (iv) none of the Company or its Subsidiaries has been notified in writing
of, and, to the knowledge of the Company, there is currently no event or condition that would reasonably be expected to result in, any
security breach, incident, violation, outage or unauthorized use, access or disclosure, or other compromise of their IT Systems and Data,
and (v) the Company and its Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules
and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating
to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation
or modification.
(xxii) No
Undisclosed Relationships. No relationship, direct or indirect, exists between or among the Company or any of its Subsidiaries,
on the one hand, and the directors, officers, stockholders, customers, suppliers or other affiliates of the Company or any of its Subsidiaries,
on the other, that would be required by the 1934 Act to be described in a registration statement to be filed with the Commission and that
is not so described in each of the Registration Statement, the General Disclosure Package and the Prospectus.
(xxiii) Investment
Company Act. The Company is not and, immediately after giving effect to the offering and sale of the Shares and the application
of the proceeds thereof and the transactions contemplated by the Registration Statement, the General Disclosure Package and the Prospectus,
will not be required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended,
and the rules and regulations of the Commission thereunder (collectively, the “Investment Company Act”).
(xxiv) Taxes. The
Company and its Subsidiaries have paid all federal, state, local and foreign taxes and filed all tax returns required to be paid or filed
through the date hereof or have requested extensions thereof, except where the failure to pay such taxes or file such tax returns would
not have a Material Adverse Effect or where such taxes are currently being contested in good faith; and except as otherwise disclosed
in each of the Registration Statement, the General Disclosure Package and the Prospectus, there is no tax deficiency that has been, or
could reasonably be expected to be, asserted against the Company or any of its Subsidiaries or any of their respective properties or assets,
except deficiencies which are currently being contested in good faith or which would not have a Material Adverse Effect.
(xxv) Licenses
and Permits. The Company and its Subsidiaries possess all licenses, sub-licenses, certificates, permits and other authorizations
issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory
authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses
as described in each of the Registration Statement, the General Disclosure Package and the Prospectus, except where the failure to possess
or make the same would not, individually or in the aggregate, have a Material Adverse Effect; and except as described in each of the Registration
Statement, the General Disclosure Package and the Prospectus, neither the Company nor any of its Subsidiaries has received notice of any
revocation or modification of any such license, sub-license, certificate, permit or authorization or has any reason to believe that any
such license, sub-license, certificate, permit or
8
authorization will not be renewed in the
ordinary course, except as would not, individually or in the aggregate, have a Material Adverse Effect.
(xxvi) No
Labor Disputes. No labor disturbance by or dispute with employees of the Company or any of its Subsidiaries exists or,
to the knowledge of the Company, is contemplated or threatened and the Company is not aware of any existing or imminent labor disturbance
by, or dispute with, the employees of any of its or its Subsidiaries’ principal suppliers, contractors or customers, except as would
not have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any notice of cancellation
or termination with respect to any collective bargaining agreement to which it is a party.
(xxvii) Certain
Environmental Matters. Except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) each
of the Company and each of its Subsidiaries is in compliance with all applicable rules, laws and regulations relating to pollution, the
protection of health and safety or the environment, and the generation, use, transportation, treatment, storage, disposal, and release
of, or exposure to, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”),
(ii) neither the Company nor any of its Subsidiaries has received any written notice from any governmental authority or third party, or
otherwise has knowledge, of an asserted claim under Environmental Laws, and (iii) to the knowledge of the Company, no facts currently
exist that are reasonably likely to subject the Company or any of its Subsidiaries to liability under Environmental Laws, including any
liability for remediation of any releases or threatened releases of hazardous or toxic substances or wastes, pollutants or contaminants. Except
as described in each of the Registration Statement, the General Disclosure Package and the Prospectus, (x) there is no proceeding that
is pending, or that is known to be contemplated, against the Company or any of its Subsidiaries under any Environmental Laws in which
a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $300,000
or more will be imposed, (y) the Company and its Subsidiaries are not aware of any facts or issues regarding compliance with Environmental
Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or
contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position
of the Company and its Subsidiaries, and (z) neither the Company nor any of its Subsidiaries anticipates material capital expenditures
(other than ongoing compliance costs incurred in the ordinary course) relating to any Environmental Laws.
(xxviii) Hazardous
Materials. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, there
has been no storage, generation, transportation, use, handling, treatment, Release or threat of Release of Hazardous Materials by, relating
to or caused by the Company or any of its Subsidiaries (or, to the knowledge of the Company, any other entity (including any predecessor)
for whose acts or omissions the Company or any of its Subsidiaries is or could reasonably be expected to be liable) at, on, under or from
any property or facility now or previously owned, operated or leased by the Company or any of its Subsidiaries, or at, on, under or from
any other property or facility, in violation of any Environmental Laws or in a manner or amount or to a location that could reasonably
be expected to result in any liability under any Environmental Law, except for any violation or liability which would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect. “Hazardous Materials” means
any material, chemical, substance, waste, pollutant, contaminant, compound, mixture or constituent thereof, in any form or amount, including
petroleum (including crude oil or any fraction thereof) and petroleum products, natural gas liquids, asbestos and asbestos containing
materials, naturally occurring radioactive materials, brine, drilling mud, polychlorinated biphenyls, and per- and polyfluoroalkyl substances,
which is regulated or can give rise to liability under any Environmental Law. “Release” means any spilling,
leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing
or migrating in, into or through the environment, or in, into, from or through any building or structure.
(xxix) Compliance
with ERISA. The Company and each of its Subsidiaries is in compliance in all material respects with all presently applicable
provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations
thereunder (“ERISA”); no “reportable event” (as defined in ERISA) has occurred with respect to any “pension
plan” (as defined in
9
ERISA) for which the Company and each of
its Subsidiaries would have any liability; each of the Company and each of its Subsidiaries has not incurred and does not expect to incur
liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan” or (ii) Sections
412 or 4971 of the Code; and each “pension plan” for which the Company or any Subsidiary would have any liability that is
intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and, to the knowledge of the Company,
nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification.
(xxx) Disclosure
Controls. The Company and its Subsidiaries maintain an effective system of “disclosure controls and procedures”
(as defined in Rule 13a-15(e) of the 1934 Act) that is designed to ensure that information required to be disclosed by the Company in
reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported within the time periods specified
in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and
communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. The
Company and its Subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required
by Rule 13a-15 of the 1934 Act.
(xxxi) Accounting
Controls. The Company and its Subsidiaries maintain systems of “internal control over financial reporting”
(as defined in Rule 13a-15(f) of the 1934 Act) that comply with the requirements of the 1934 Act and have been designed by, or under the
supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with GAAP, including, but not limited to internal accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as
necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to
assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for
assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and
(v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the
General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance
with the Commission’s rules and guidelines applicable thereto. There are no material weaknesses in the Company’s
internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been
advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting
which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information;
and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s
internal controls over financial reporting.
(xxxii) eXtensible
Business Reporting Language. The interactive data in eXtensible Business Reporting Language, if any, included or incorporated
by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for
in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
(xxxiii) Insurance. The
Company and each of its Subsidiaries maintains insurance of the types and in the amounts generally deemed adequate for its business, including,
but not limited to, insurance covering real and personal property owned or leased by the Company and its Subsidiaries against theft, damage,
destruction, acts of vandalism and all other risks customarily insured against, all of which insurance is in full force and effect; and
neither the Company nor any of its Subsidiaries has (i) received notice from any insurer or agent of such insurer that capital improvements
or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason to believe that it will
not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost
from similar insurers as may be necessary to continue its business, except as would not, individually or in the aggregate, have a Material
Adverse Effect.
10
(xxxiv) No
Unlawful Payments. Neither the Company nor any of its Subsidiaries nor any director or officer of the Company or any of
its Subsidiaries, nor, to the knowledge of the Company, any employee, agent, affiliate or other person acting on behalf of the Company
or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense
relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect
unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled
entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing,
or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the
Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery
of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom,
or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of
any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other
unlawful or improper payment or benefit. The Company and its Subsidiaries have instituted, maintained and enforced, and will
continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and
anti-corruption laws.
(xxxv) Compliance
with Anti-Money Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all
times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions
Reporting Act of 1970, as amended, the applicable money laundering statutes of all applicable jurisdictions where the Company or any of
its Subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any governmental agency in a jurisdiction where the Company or any of its Subsidiaries conducts business
(collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to the Anti-Money Laundering
Laws is pending or, to the knowledge of the Company, threatened.
(xxxvi) No
Conflicts with Sanctions Laws. Neither the Company nor any of its Subsidiaries, nor any directors or officers, nor, to
the knowledge of the Company, any employee, agent, affiliate or other person acting on behalf of the Company or any of its Subsidiaries
is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, without limitation,
the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation,
the designation as a “specially designated national” or “blocked person”), the United Nations Security Council,
the European Union, His Majesty’s Treasury, the Hong Kong Monetary Authority, the Monetary Authority of Singapore or other relevant
sanctions authority (collectively, “Sanctions”), nor is the Company or any of its Subsidiaries located, organized or
resident in a country or territory that is the subject or target of Sanctions, including, without limitation, the Crimea Region of Ukraine,
the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-Ukrainian government-controlled
areas of the Kherson and Zaporizhzhia regions of Ukraine, Cuba, Iran, and North Korea (each, a “Sanctioned Country”);
and the Company will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise
make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities
of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund
or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by
any person (including any person participating in the transaction, whether as initial purchaser, underwriter, advisor, investor or otherwise)
of Sanctions. Since April 24, 2019, the Company and its Subsidiaries have not knowingly engaged in and are not now knowingly
engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target
of Sanctions or with any Sanctioned Country.
(xxxvii) No
Restrictions on Subsidiaries. No Subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement
or other instrument to which it is a party or is subject, from
11
paying any dividends to the Company, from
making any other distribution on such Subsidiary’s capital stock or similar ownership interest, from repaying to the Company any
loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s properties or assets to the
Company or any other Subsidiary of the Company, other than liens arising pursuant to that certain Credit Agreement dated as of August
27, 2018 (as amended as of October 1, 2018, March 31, 2021, August 19, 2022, June 29, 2023, July 27, 2023, April 4, 2024, October 8, 2024,
September 15, 2025, February 26, 2026 and April 23, 2026, the “Credit Agreement”), as described in the Registration
Statement, the General Disclosure Package and the Prospectus.
(xxxviii)
No Broker’s Fees. Neither the Company nor any of its Subsidiaries is a party to any contract, agreement or understanding
with any person (other than this Agreement) that would give rise to a valid claim against the Company or any of its Subsidiaries or any
Agent for a brokerage commission, finder’s fee or other like payment in connection with the offering and sale of the Shares.
(xxxix) No
Registration Rights. No person has the right to require the Company or any of its Subsidiaries to register any securities
for sale under the 1933 Act by reason of the offering, issuance and sale of the Shares hereunder except as has been validly waived.
(xl) No
Stabilization or Manipulation. The Company has not taken, directly or indirectly, any action designed to or that could
reasonably be expected to cause or result in any stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of any Shares or to result in a violation of Regulation M under the 1934 Act.
(xli) Margin
Rules. Neither the issuance, sale and delivery of the Shares nor the application of the proceeds thereof by the Company
as described in the Registration Statement, the General Disclosure Package and the Prospectus will violate Regulation T, U or X of the
Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.
(xlii) Forward-Looking
Statements. No forward-looking statement (within the meaning of Section 27A of the 1933 Act and Section 21E of the 1934
Act) contained in the Registration Statement, the General Disclosure Package and the Prospectus has been made or reaffirmed without a
reasonable basis or has been disclosed other than in good faith.
(xliii) Statistical
and Market Data. Nothing has come to the attention of the Company that has caused the Company to believe that the statistical
and market-related data included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus
is not based on or derived from sources that are reliable and accurate in all material respects.
(xliv) Sarbanes-Oxley
Act. There is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s
directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002, as amended and the
rules and regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to
certifications.
(xlv) No
Ratings. There are no securities or preferred stock of or guaranteed by the Company or any of its Subsidiaries that are
rated by a “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the
1934 Act.
(xlvi) Shell
Company. The Company is not an issuer of the type described in Rule 144(i)(1) under the 1933 Act.
(xlvii) Outbound
Investment Rules. Neither the Company nor any of its Subsidiaries is a “covered foreign person,” as that term
is defined in 31 C.F.R. Section 850.209. Neither the Company nor any of its Subsidiaries currently engages, or have plans to engage, directly
or indirectly, in a “covered
12
activity,” as such term is defined
in 31 C.F.R. Section 850.208, or in a “covered transaction,” as such term is defined in 31 C.F.R. Section 850.210.
(xlviii) Accuracy
of Exhibits. There are no contracts or documents which are required to be described in the Registration Statement, any preliminary
prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.
Any certificate signed by any officer or other
authorized signatory of the Company and delivered to the Agents or to counsel for the Agents shall be deemed a representation and warranty
by the Company to the Agents as to the matters covered thereby.
Section 2. Sale
and Delivery of Shares.
(a) Subject
to the terms and conditions set forth herein, the Company agrees to issue and sell Shares through the applicable Agent acting as sales
agent or directly to the applicable Agents acting as principal(s) from time to time. Sales of the Shares, if any, through an
Agent acting as sales agent or directly to an Agent acting as principal will be made by means of ordinary brokers’ transactions
on Nasdaq or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated
prices.
(b) The
Shares are to be sold to an Agent on an agented basis on any day (other than a day on which Nasdaq is scheduled to close prior to its
regular weekday closing time) (each, a “Trading Day”) on which (i) the Company has instructed such Agent to make such
sales and (ii) the Company has satisfied its covenants and conditions specified in Sections 4 and 5 hereof. On any Trading
Day, the Company may sell Shares through only one Agent and, if it determines to do so, shall instruct the applicable Agent by telephone
(confirmed promptly by telecopy or email, which confirmation will be promptly acknowledged by such Agent) as to the maximum number of
Shares to be sold on such Trading Day and the minimum price per Share at which such Shares may be sold. Subject to the terms
and conditions specified herein (including, without limitation, the accuracy of the representations and warranties of the Company and
the performance by the Company of its covenants and other obligations, contained herein and the satisfaction of the additional conditions
specified in Section 5 hereof), such Agent shall use its commercially reasonable efforts, consistent with its normal trading and sales
practices and applicable law and regulations, to sell all of the Shares so designated by the Company as sales agent in accordance with
such instruction. On any Trading Day, the Company shall give at least one business day’s prior written notice by telecopy
or email to the Agents as to any change of the Agent through whom sales of Shares as sales agent will be made. For the avoidance
of doubt, the foregoing limitation shall not apply to sales solely to employees or security holders of the Company or its subsidiaries
or to a trustee or other person acquiring Shares for the accounts of such persons in which UBS, Barclays, Craig-Hallum or Oppenheimer
is acting for the Company in a capacity other than as Agent under this Agreement. The Company and the Agents each acknowledge
and agree that (A) there can be no assurance that any Agent will be successful in selling any Shares and (B) the Agents will not
incur any liability or obligation to the Company if they fail to sell Shares for any reason other than a failure to use their respective
commercially reasonable efforts, consistent with its normal trading and sales practices and applicable law and regulations, to sell such
Shares as required by this Agreement.
(c) The
Company or the Agent through whom the sales of Shares are to be made as sales agent on any Trading Day may, upon notice to the other party
hereto by telephone (confirmed promptly by telecopy or email, which confirmation will be promptly acknowledged by the receiving party),
suspend the offering of Shares with respect to which such Agent is acting as sales agent for any reason and at any time; provided,
however, that such suspension shall not affect or impair the parties’ respective obligations with respect to the Shares sold,
or with respect to Shares that the Company has agreed to sell, hereunder prior to the giving of such notice.
(d) The
gross sales price of any Shares sold pursuant to this Agreement by the applicable Agent acting as sales agent of the Company shall be
equal to, in the discretion of such Agent but subject to the specific instructions of the Company, the market price prevailing at the
time of sale for the Shares sold by such Agent on Nasdaq or otherwise, at prices related to prevailing market prices or at negotiated
prices. The compensation payable to an Agent for sales of Shares with respect to which such Agent acts as sales agent shall
be up to 3.0% of the gross sales price for such Shares. The remaining proceeds, after further deduction for any transaction
fees, transfer taxes or similar taxes or fees imposed by any Governmental Entity or self-regulatory organization in respect of such sales,
13
shall constitute the net proceeds to the Company
for such sales (the “Net Proceeds”). The applicable Agent shall notify the Company as promptly as practicable
if any deduction referenced in the preceding sentence will be made. Notwithstanding the foregoing, in the event the Company
engages an Agent as sales agent for the sale of Shares that would constitute a “distribution” within the meaning of Rule 100
of Regulation M under the 1934 Act, the Company and such Agent will agree to compensation for such Agent that is customary for such sales.
(e) If
acting as sales agent hereunder, the applicable Agent shall provide written confirmation to the Company following the close of trading
on Nasdaq on each Trading Day on which Shares are sold under this Agreement setting forth the number of Shares sold on such day, the aggregate
gross sales proceeds of the Shares, the aggregate Net Proceeds to the Company and the aggregate compensation payable by the Company to
such Agent with respect to such sales.
(f) Under
no circumstances shall the aggregate gross sales price or number, as the case may be, of Shares offered or sold pursuant to this Agreement,
or which are the subject of instructions to an Agent as sales agent pursuant to Section 2(b) hereof, exceed the aggregate gross sales
price or number, as the case may be, of Shares (i) referred to in the preamble paragraph of this Agreement, as reduced by prior sales
of Shares under this Agreement, (ii) available for sale under the Registration Statement or (iii) duly authorized from time to time to
be issued and sold under this Agreement by the Company or approved for listing on Nasdaq, and, in each case referred to in clause (ii)
and (iii), notified to the Agents in writing. In addition, under no circumstances shall any Shares with respect to which an Agent acts
as sales agent be offered or sold, or be the subject of instructions to an Agent as sales agent pursuant to Section 2(b) hereof, at a
price lower than the minimum price therefor duly authorized from time to time by the Company and notified to the Agents in writing. The
Agents shall have no responsibility for maintaining records with respect to Shares available for sale under the Registration Statement
or for determining the aggregate gross sales price, number or minimum price of Shares duly authorized by the Company.
(g) If
the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the 1934 Act are not satisfied with respect to the Company
or the Shares, the Company shall promptly notify the Agents and future offers and sales of Shares through the Agents on an agented basis
under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. If
the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the 1934 Act become satisfied with respect to the Company or
the Shares, the Company shall promptly notify the Agents.
(h) Settlement
for sales of Shares will occur on the first business day that is also a Trading Day following the trade date on which such sales are made,
unless another date shall be agreed to in writing by the Company and the applicable Agents (each such day, a “Settlement Date”). On
each Settlement Date for the sale of Shares through an Agent as sales agent, such Shares shall be delivered by the Company to such Agent
in book-entry form to such Agent’s account at The Depository Trust Company against payment by such Agent of the Net Proceeds from
the sale of such Shares in same day funds delivered to an account designated by the Company. If the Company shall default on
its obligation to deliver Shares through an Agent as sales agent on any Settlement Date, the Company shall (i) indemnify and hold such
Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) pay such Agent any
commission to which it would otherwise be entitled absent such default.
(i) Notwithstanding
any other provision of this Agreement, the Company shall not offer or sell, or instruct an Agent to offer or sell, any Shares through
an Agent as sales agent (and, by notice to the Agents given by telephone (confirmed promptly by email), shall cancel any instructions
for any such offer or sale of any Shares prior to the commencement of the periods referenced below), and the Agents shall not be obligated
to make any such offer or sale of Shares, (i) during any period in which the Company is, or could be deemed to be, in possession of material
non-public information or (ii) except as provided in Section 2(j) hereof, at any time during the period commencing on the tenth (10th)
business day prior to the time the Company issues a press release containing, or shall otherwise publicly announce, its earnings, revenues
or other operating results for a fiscal period or periods (each, an “Earnings Announcement”) through and including
the time that is 24 hours after the time that the Company files a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K (a “Filing
Time”) that includes consolidated financial statements as of and for the same fiscal period or periods, as the case may be,
covered by such Earnings Announcement.
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(j) Notwithstanding
clause (ii) of Section 2(i) hereof, if the Company wishes to offer or sell Shares to an Agent as sales agent at any time during the period
from and including an Earnings Announcement through and including the corresponding Filing Time, the Company shall first (i) prepare and
deliver to such Agent (with a copy to counsel for the Agents) a Current Report on Form 8-K that includes substantially the same financial
and related information that was included in such Earnings Announcement (other than any earnings projections and similar forward-looking
data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to such
Agent, and, prior to its filing, provide such Agent and counsel for the Agents a reasonable opportunity to review and comment on such
filing, (ii) provide such Agent with the officers’ certificate, opinions and letters of counsel and accountants’ letter specified
in Section 3(o), (p) and (q), respectively, hereof, (iii) afford such Agent the opportunity to conduct a due diligence review in accordance
with Section 3(t) hereof prior to filing such Earnings 8-K and (iv) file such Earnings 8-K with the Commission. For purposes
of clarity, the parties hereto agree that (A) the delivery of any certificates or documents pursuant to this Section 2(j) shall not relieve
the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form
10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions and letters
of counsel and accountants’ letters as provided in Section 3(o), (p) and (q), respectively, hereof, and (B) this Section 2(j) shall
in no way affect or limit the operation of clause (i) of Section 2(i) hereof, which shall have independent application.
(k) The
Agents shall not have any obligation to purchase Shares as principal, whether from the Company or otherwise, unless the Company and the
applicable Agents agree as set forth below. Shares purchased from the Company by the applicable Agents, individually or in
a syndicate, as principal shall be made in accordance with terms agreed upon between such Agents and the Company as evidenced by a Terms
Agreement. The applicable Agents’ commitment to purchase Shares from the Company as principal shall be deemed to have
been made on the basis of the accuracy of the representations and warranties of the Company, and performance by the Company of its covenants
and other obligations, herein contained and shall be subject to the terms and conditions herein set forth. At the time of each
Terms Agreement, the applicable Agents shall specify the requirements, if any, for the officers’ certificate, opinions and letters
of counsel and accountants’ letter pursuant to Section 3(o), (p) and (q), respectively, hereof. In the event of a conflict
between the terms of this Agreement and a Terms Agreement, the terms of such Terms Agreement shall control.
Section 3. Covenants.
The Company agrees with the Agents:
(a) Compliance
with Securities Regulations and Commission Requests. The Company, subject to Sections 3(b) and 3(c) hereof, will comply
with the requirements of Rule 430B, and will notify the Agents immediately, and confirm the notice in writing, (i) when any post-effective
amendment to the Registration Statement or any new registration statement relating to the Shares shall become effective or any amendment
or supplement to the Prospectus shall have been filed (other than an amendment or supplement providing solely for the determination of
the terms of an offering of securities unless related to an offering of Shares, as to which the Company will only be obligated to notify
the applicable Agents), (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment
to the Registration Statement or any amendment or supplement to the Prospectus, including any document incorporated by reference therein,
or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration
Statement or any post-effective amendment thereto or any notice of objection to the use of the Registration Statement or any post-effective
amendment thereto pursuant to Rule 401(g)(2) or of the issuance of any order preventing or suspending the use of any preliminary prospectus
or the Prospectus or any amendment or supplement thereto, or of the suspension of the qualification of any Shares for offering or sale
in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to
Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding
under Section 8A of the 1933 Act in connection with any offering of Shares. In connection with a Terms Agreement, the Company
will prepare and file with the Commission, subject to Section 3(c) hereof, a pricing supplement with respect to the offer and sale of
Shares covered by such Terms Agreement. The Company will effect all filings required under Rule 424(b), in the manner and within
the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain
promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the
event that it was not, it will promptly file such prospectus. The Company will use its commercially reasonable efforts to prevent
the issuance of any stop, prevention or suspension order and, if any such order is issued, to obtain the lifting thereof at
15
the earliest possible moment. In the event
of any issuance of a notice of objection, by the Commission, the Company shall take all necessary action to permit offers and sales of
Shares by or through the Agents, including, without limitation, amending the Registration Statement or filing a new shelf registration
statement relating thereto. The Company shall pay the required Commission filing fees relating to the Shares prior to the time
the initial Prospectus Supplement is filed with the Commission or the time any subsequent Prospectus Supplement that increases the gross
offering price or number of Shares that may be offered and sold under this Agreement from that referenced in the immediately preceding
Prospectus Supplement filed with the Commission.
(b) Continued
Compliance with Securities Laws. The Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and
the 1934 Act Regulations so as to permit the completion of sales of Shares as contemplated in this Agreement and in the Registration Statement,
the General Disclosure Package and the Prospectus. If any event shall occur or condition shall exist as a result of which it
is necessary, in the opinion of counsel for the Agents or counsel to the Company, to (i) amend the Registration Statement in order that
the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, (ii) amend or supplement the General Disclosure Package or the Prospectus
in order that the General Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances
existing at the time it is delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement the General Disclosure
Package or the Prospectus, as the case may be, including, without limitation, the filing of any document incorporated by reference therein,
in order to comply with the requirements of the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations, the Company
will promptly (A) give the Agents or, in the case of an offer and sale of Shares to the applicable Agents as principal, such Agents written
notice of such event or condition, (B) prepare any amendment or supplement as may be necessary to correct such statement or omission or
to comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish the Agents or such Agents,
as the case may be, with copies of any such amendment or supplement and (C) file with the Commission any such amendment or supplement
and use its commercially reasonable efforts to have any amendment to the Registration Statement declared effective by the Commission as
soon as possible if the Company is no longer eligible to file an automatic shelf registration statement; provided, however,
that the Company shall not file or use any such amendment or supplement to which the Agents or such Agents, as the case may be, or counsel
for the Agents shall reasonably object.
(c) Filing
or Use of Amendments and Supplements. The Company will give the Agents or, in the case of an offer and sale of Shares to
the applicable Agents as principal, such Agents written notice of its intention to file or use (i) any amendment to the Registration
Statement or any amendment or supplement to the General Disclosure Package or the Prospectus (other than an amendment or supplement thereto
relating solely to the offering of securities unless related to an offering of Shares), whether pursuant to the 1933 Act or the 1934 Act,
(ii) any new Prospectus Supplement that includes information in addition to the information referred to in Section 3(n) hereof or (iii)
a pricing supplement disclosing the offer and sale of Shares covered by a Terms Agreement, will furnish the Agents or such Agents, as
the case may be, with copies of any such document a reasonable amount of time prior to such proposed filing or use, as the case may be,
and will not file or use any such document to which the Agents or such Agents, as the case may be, or counsel for the Agents shall reasonably
object.
(d) Delivery
of Registration Statements. The Company has furnished or will deliver to the Agents and counsel for the Agents, without
charge, signed copies of the Registration Statement as originally filed and each amendment thereto (including exhibits filed therewith
or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) and signed copies of
all consents and certificates of experts. The signed copies of the Registration Statement and each amendment thereto furnished
to the Agents and counsel for the Agents will be identical to the electronically transmitted copies thereof filed with the Commission
pursuant to EDGAR, except to the extent permitted by Regulation S-T.
(e) Delivery
of Prospectuses. The Company will furnish to the Agents or, in the case of an offer and sale of Shares to the applicable
Agents as principal, such Agents, without charge, upon execution of this Agreement and thereafter during the period in which a prospectus
is (or, but for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”), would be) required by
the 1933 Act to be delivered in connection with any offer or sale of Shares, such number of copies of the Prospectus (as amended or supplemented)
as the Agents or such
16
Agents, as the case may be, may reasonably request. The
Company will also furnish, upon request of the Agents or such Agents, as the case may be, copies of the Prospectus (as amended or supplemented)
to each exchange or market on which sales of Shares were made as may be required by the rules and regulations of such exchange or market. The
Prospectus and any amendments or supplements thereto furnished in accordance with this Section will be identical to the electronically
transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
(f) Reporting
Requirements. The Company, during the period in which a prospectus is (or, but for the exception afforded by Rule 172,
would be) required by the 1933 Act to be delivered in connection with any offer or sale of Shares, will file all documents required to
be filed with the Commission pursuant to the 1934 Act within the time periods prescribed by, and meeting the requirements of, the 1934
Act and the 1934 Act Regulations. Additionally, the Company shall report the use of the net proceeds from the sale of any Shares
as may be required under the 1933 Act and the 1933 Act Regulations, including, if applicable, Rule 463 of the 1933 Act Regulations.
(g) Blue
Sky Qualifications. If required by applicable law, the Company will qualify the Shares for offer and sale under the securities
or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and will continue such qualifications in effect so long
as required for the offering and sale of the Shares contemplated by this Agreement; provided that the Company shall not be required to
(i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise
be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction, (iii) assume any ongoing reporting
obligations to any governmental or other authorities in any jurisdiction or (iv) subject itself to taxation in any such jurisdiction if
it is not otherwise so subject.
(h) Earnings
Statement. The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally
available to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide to the Agents the benefits
contemplated by, the last paragraph of Section 11(a) of the 1933 Act.
(i) Use
of Proceeds. The Company will use the net proceeds received by it from the sale of the Shares pursuant to this Agreement
in the manner specified in the Registration Statement, the General Disclosure Package and the Prospectus under “Use of Proceeds.”
(j) Listing. The
Company will use its commercially reasonable efforts to effect and maintain the listing of the Shares on, and satisfy the requirements
of, Nasdaq.
(k) Notice
of Certain Actions. The Company will not, without the prior written consent of the Agents, unless it gives the Agents at
least three (3) business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer
or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock
or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement
or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock,
whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or
such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder,
(B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding
on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of
Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to
in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any
non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package
and the Prospectus or (E) any shares of Common Stock issued pursuant to a registration statement on Form S-4 or S-8 or a successor form
thereto. Upon receipt of any written notice contemplated above, an Agent may suspend its activity under this Agreement for such period
of time as deemed appropriate by such Agent.
17
(l) Issuer
Free Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the applicable Agents,
it will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute
a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by
the Company under Rule 433. The Company represents that it has treated or agrees that it will treat each such free writing
prospectus consented to by the applicable Agents as an “issuer free writing prospectus,” as defined in Rule 433, and that
it will comply with the applicable requirements of Rule 433 with respect thereto, including timely filing with the Commission where required,
legending and record keeping. If at any time following issuance of an Issuer Free Writing Prospectus any event shall occur
or condition shall exist as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained
in the Registration Statement, any preliminary prospectus or the Prospectus or included or would include an untrue statement of a material
fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
existing at that subsequent time, not misleading, the Company will promptly notify the applicable Agents and will promptly amend or supplement,
at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.
(m) No
Stabilization or Manipulation. The Company agrees that neither it nor any affiliate of the Company will take, directly
or indirectly, any action which is designed, or would reasonably be expected, to cause or result in, or which constitutes, the stabilization
or manipulation of the price of any security of the Company to facilitate the sale or resale of any Shares or to result in a violation
of Regulation M under the 1934 Act.
(n) Update
of Activity under this Agreement. The Company shall disclose (i) in each Annual Report on Form 10-K or Quarterly Report
on Form 10-Q filed by the Company in respect of any fiscal quarterly period (which, in the case of an Annual Report on Form 10-K, would
mean the last quarterly period of the fiscal year) in which sales of Shares were made by or through an Agent under this Agreement (each
date on which any such document or amendment thereto is filed, a “Company Periodic Report Date”), or (ii) to the extent
required by applicable law and/or interpretations of the Commission, in Prospectus Supplements for each such fiscal quarterly period,
the number of Shares sold by or through the Agents under this Agreement during such fiscal quarterly period and the net proceeds received
by the Company and the aggregate compensation paid by the Company to the Agents with respect to such sales.
(o) Delivery
of Future Officers’ Certificates. Upon commencement of the offering of Shares under this Agreement, (A) each time
Shares are delivered to the applicable Agents as principal on a Settlement Date, (B) promptly after each (i) date on which the Registration
Statement shall be amended or a new registration statement relating to the Shares shall become effective or the Prospectus shall be amended
or supplemented (other than (1) by an amendment or supplement providing solely for the determination of the terms of securities, including
the Shares, (2) in connection with the filing of a Prospectus Supplement that contains solely the information referred to in Section 3(n)
hereof, or (3) in connection with the filing of any Current Report on Form 8-K (other than a Current Report on Form 8-K containing amended
financial information, which, for the avoidance of doubt, shall not include information “furnished” pursuant to Items 2.02
or 7.01 of Form 8-K) (each such date, a “Registration Statement Amendment Date”) (ii) Company Periodic Report Date
and (C) upon reasonable request by the Agents (each date of any such request by the Agents, a “Request Date”), the
Company will furnish or cause to be furnished to the Agents or, in the case of clause (A) above, the applicable Agents an officers’
certificate, dated such Settlement Date, such Registration Statement Amendment Date, such Company Periodic Report Date or such Request
Date, as the case may be, in form and substance reasonably satisfactory to the Agents or, in the case of clause (A) above, such Agents,
as the case may be, to the effect that the statements contained in the officers’ certificate referred to in Section 5(f) hereof
that was last furnished to the Agents or, in the case of clause (A) above, such Agents, as the case may be, are true and correct as of
the date of such certificate as though made at and as of the date of such certificate (except that such statements shall be deemed to
relate to the Registration Statement, the General Disclosure Package and the Prospectus as amended and supplemented at the date of such
certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(f) hereof that,
but modified as necessary to relate to the Registration Statement, the General Disclosure Package and the Prospectus as amended and supplemented
at the date of such certificate. The requirement to provide a certificate pursuant to clause (B) of the first sentence of this
Section 3(o) shall be waived for any Registration Statement Amendment Date, Company Periodic Report Date or Request Date occurring at
a time at which no instruction to the Agents to sell Shares pursuant to Section 2(b) has been delivered by the Company or is pending.
Notwithstanding the foregoing, if the
18
Company subsequently decides to sell Shares following
any such Registration Statement Amendment Date, such Company Periodic Report Date or such Request Date when the Company relied on such
waiver and did not provide the Agents a certificate pursuant to clause (B) of the first sentence of this Section 3(o), then before the
Company instructs the Agents to sell Shares pursuant to Section 2(b), the Company shall promptly provide the Agents with such certificate.
As used in this Section 3(o), to the extent there shall be a sale of Shares on or following any Registration Statement Amendment Date,
Company Periodic Report Date or Request Date, “promptly” shall be deemed to be at or prior to the Applicable Time for such
sale.
(p) Delivery
of Future Opinions and Letters of Counsel. Upon commencement of the offering of Shares under this Agreement, (A) each time
Shares are delivered to the applicable Agents as principal on a Settlement Date and (B) promptly after each Registration Statement Amendment
Date, Company Periodic Report Date or Request Date, the Company will furnish or cause to be furnished to the Agents or, in the case of
clause (A) above, the applicable Agents the written opinions and letters of each of counsel to the Company (who shall be reasonably acceptable
to the Agents or, in the case of clause (A) above, such Agents, as the case may be,) and counsel to the Agents, dated such Settlement
Date, such Registration Statement Amendment Date, such Company Periodic Report Date or such Request Date, as the case may be, in form
and substance reasonably satisfactory to the Agents or, in the case of clause (A) above, such Agents, as the case may be, of the same
tenor as the respective opinions and letters referred to in Section 5(b) and 5(c), as applicable, hereof but modified as necessary to
relate to the Registration Statement, the General Disclosure Package and the Prospectus as amended and supplemented to the date of such
opinion and letter or, in lieu of any such opinion and letter, counsel last furnishing such opinion and letter to the Agents or, in the
case of clause (A) above, such Agents, as the case may be, shall furnish the Agents or, in the case of clause (A) above, such Agents,
as the case may be, with a letter substantially to the effect that the Agents or, in the case of clause (A) above, such Agents, as the
case may be, may rely on such counsel’s last opinion and letter to the same extent as though each were dated the date of such letter
authorizing reliance (except that statements in such last opinion and letter shall be deemed to relate to the Registration Statement,
the General Disclosure Package and the Prospectus as amended and supplemented to the date of such letter authorizing reliance). The requirement
to provide an opinion and letter pursuant to clause (B) of the first sentence of this Section 3(p) shall be waived for any Registration
Statement Amendment Date, Company Periodic Report Date or Request Date occurring at a time at which no instruction to the Agents to sell
Shares pursuant to Section 2(b) has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently
decides to sell Shares following any such Registration Statement Amendment Date, such Company Periodic Report Date or such Request Date
when the Company relied on such waiver and did not provide the Agents an opinion and letter pursuant to clause (B) of the first sentence
of this Section 3(p), then before the Company instructs any Agent to sell Shares pursuant to Section 2(b), the Company shall promptly
provide the Agents with such opinion and letter. As used in this Section 3(p), to the extent there shall be a sale of Shares on or following
any Registration Statement Amendment Date, Company Periodic Report Date or Request Date, “promptly” shall be deemed to be
at or prior to the Applicable Time for such sale.
(q) Delivery
of Future Accountants’ Letters. Upon commencement of the offering of Shares under this Agreement, (A) each time Shares
are delivered to the applicable Agents as principal on a Settlement Date and (B) promptly after each Registration Statement Amendment
Date or Company Periodic Report Date, the Company will cause its independent accountants to furnish to the Agents or, in the case of clause
(A) above, the applicable Agents a letter, dated such Settlement Date, such Registration Statement Amendment Date or such Company Periodic
Report Date, as the case may be, in form and substance reasonably satisfactory to the Agents or, in the case of clause (A) above, such
Agents, as the case may be, of the same tenor as the letter referred to in Section 5(d) hereof but modified as necessary to relate to
the Registration Statement, the General Disclosure Package and the Prospectus as amended and supplemented to the date of such letter.
The requirement to provide such letters pursuant to clause (B) of the first sentence of this Section 3(q) shall be waived for any Registration
Statement Amendment Date or Company Periodic Report Date occurring at a time at which no instruction to the Agents to sell Shares pursuant
to Section 2(b) has been delivered by the Company or is pending. Notwithstanding the foregoing, if the Company subsequently decides to
sell Shares following any such Registration Statement Amendment Date or such Company Periodic Report Date when the Company relied on such
waiver and did not provide the Agents such letters pursuant to clause (B) of the first sentence of this Section 3(q), then before the
Company instructs any Agent to sell Shares pursuant to Section 2(b), the Company shall promptly provide the Agents with such letters.
As used in this paragraph, to the extent there shall be a sale of Shares on or following any Registration Statement Amendment
19
Date or Company Periodic Report Date,
“promptly” shall be deemed to be at or prior to the Applicable Time for such sale.
(r) Trading
in the Common Stock. The Company consents to the Agents trading in the Company’s Common Stock for their own account
and for the account of their clients at the same time as sales of Shares occur pursuant to this Agreement; provided that the Company is
not responsible for the compliance by the Agents with applicable laws and regulations (including Regulation M) that apply to such Agents
with respect to any such trading. For the avoidance of doubt, the representations, warranties and covenants of the Company in this Agreement
are made solely with respect to the offering of the Shares hereunder and do not apply to such trading.
(s) Non-Consummation
Offer. If, to the knowledge of the Company, any filing required by Rule 424 in connection with an offering of Shares shall
not have been made or the representations and warranties of the Company contained in this Agreement shall not be true and correct on the
applicable Settlement Date, the Company will offer to any person who has agreed to purchase Shares from or through an Agent the right
to refuse to purchase and pay for such Shares.
(t) Due
Diligence Review. The Company will cooperate with any due diligence review reasonably requested by the Agents or counsel
for the Agents, fully and in a timely manner, in connection with offers and sales of Shares from time to time, including, without limitation,
and upon reasonable notice, providing information and making available documents and appropriate corporate officers, during regular business
hours and at the Company’s principal offices.
(u) Renewal
Deadline. If, immediately prior to the third anniversary of the initial effective date of the Registration Statement (the
“Renewal Deadline”), this Agreement is still in effect or any Shares purchased by an Agent as principal remain unsold,
the Company will, prior to the Renewal Deadline, (i) promptly notify the Agents and (ii) promptly file, if it is eligible to do so, a
new automatic shelf registration statement relating to the Shares, in a form and substance satisfactory to the Agents. If,
at the time the Company intends to file such a new automatic shelf registration statement, it is not eligible to do so, the Company will,
prior to the Renewal Deadline, (i) promptly notify the Agents, (ii) promptly file a new shelf registration statement on the proper
form relating to the Shares, in a form and substance satisfactory to the Agents, (iii) use its commercially reasonable efforts to cause
such new shelf registration statement to be declared effective within 60 days after the Renewal Deadline and (iv) promptly notify the
Agents of such effectiveness. The Company will take all other action necessary or appropriate to permit the offering and sale
of the Shares to continue as contemplated in the expired Registration Statement. References herein to the “Registration
Statement” shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may
be.
(v) Ceasing
Eligibility For Use of Automatic Shelf Registration Statement Form. If, at any time, during the term of this Agreement
or otherwise when Shares purchased by an Agent as principal remain unsold, the Company receives a notice from the Commission pursuant
to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly
notify the Agents, (ii) promptly file a new shelf registration statement or post-effective amendment on the proper form relating to such
Shares, in form and substance satisfactory to the Agents, (iii) use its commercially reasonable efforts to cause such new shelf registration
statement or post-effective amendment to be declared effective as soon as practicable and (iv) promptly notify the Agents of such effectiveness. The
Company will take all other action necessary or appropriate to permit the offering and sale of the Shares to continue as contemplated
in the Registration Statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References
herein to the “Registration Statement” shall include such new shelf registration statement or post-effective amendment, as
the case may be.
Section 4. Payment
of Expenses.
(a) Expenses. The
Company will pay or cause to be paid all expenses incident to the performance of their obligations under this Agreement, including (i)
the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and
each amendment thereto, (ii) the preparation, printing and delivery to the Agents of copies of any preliminary prospectus, any Issuer
Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic
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delivery of any of the foregoing as reasonably requested
by the Agents to investors, (iii) the preparation, issuance and delivery of the certificates for the Shares, including any stock or other
transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Shares to the Agents, (iv) the fees and
disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Shares under securities laws
in accordance with the provisions of Section 3(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for
the Agents in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the
fees and expenses of any transfer agent or registrar for the Shares, (vii) the costs and expenses of the Company relating to investor
presentations on any “road show” undertaken in connection with the marketing of the Shares, (viii) the filing fees incident
to, and the reasonable fees and disbursements of counsel for the Agents in connection with, the review by FINRA of the terms of sales
of Shares, (ix) the fees and expenses incurred in connection with the listing of the Shares on Nasdaq, (x) the reasonable documented out-of-pocket
expenses of the Agents, including the reasonable fees, disbursements and expenses of counsel for the Agents in connection with this Agreement
and the Registration Statement and ongoing services in connection with the transactions contemplated hereunder and (xi) the costs and
expenses (including, without limitation, any damages or other amounts payable in connection with legal or contractual liability) associated
with the reforming of any contracts for the sale of Shares caused by a breach of the representation contained in the second sentence of
Section 1(ii) hereof.
Section 5. Conditions
of Agents’ Obligations. The obligations of the Agents hereunder are subject to the accuracy of the representations
and warranties of the Company contained herein or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant
to the provisions hereof at each Representation Date, to the performance by the Company of its covenants and other obligations hereunder,
and to the following further conditions:
(a) Effectiveness
of Registration Statement and Filing of Prospectus. The Company shall have filed the Registration Statement with the Commission
not earlier than three years prior to the date hereof and the Registration Statement became effective upon filing in accordance with Rule
462(e). The Company shall have filed with the Commission the Prospectus on or prior to the date of this Agreement and any subsequent
Base Prospectus or Prospectus Supplement prior to any Applicable Time and related Settlement Date, as applicable, in each case in the
manner and within the time period required by Rule 424(b), and each Issuer Free Writing Prospectus, if any, in the manner and within the
time period required by Rule 433. No stop order suspending the effectiveness of the Registration Statement or any post-effective
amendment thereto has been issued under the 1933 Act, no notice of objection of the Commission to the use of the Registration Statement
or any post-effective amendment thereto pursuant to Rule 401(g)(2) has been received by the Company, no order preventing or suspending
the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for
any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company shall
have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the
Agents. The Company shall have paid the required Commission filing fees relating to the Shares as specified in Section 3(a)
hereof.
(b) Opinion
of Counsel for the Agents. On the date of this Agreement, the Agents shall have received the favorable written opinion
or opinions and negative assurance letter of Latham & Watkins LLP, counsel for the Agents, dated such date, with respect to such matters
as the Agents may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed
by the laws of jurisdictions other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the
federal securities laws of the United States, upon the opinions of counsel satisfactory to the Agents. Such counsel may also
state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers
and other representatives of the Company and its subsidiaries and certificates of public officials.
(c) Opinion
of Counsel to the Company. On the date of this Agreement, the Agents shall have received the favorable written opinion
or opinions and negative assurance letter of Davis Polk & Wardwell LLP, counsel to the Company, dated such date, to the effect as
the Agents may reasonably request.
(d) Accountants’
Letters. On the date of this Agreement, the Agents shall have received a letter from each of PricewaterhouseCoopers LLP
and Baker Tilly US, LLP (“Baker Tilly”), dated such date, in form and substance satisfactory to the Agents, containing statements
and information of the type ordinarily included in
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accountants’ “comfort letters”
to underwriters with respect to the financial statements and other financial information included in the Registration Statement, the General
Disclosure Package and the Prospectus or any amendment or supplement thereto. Notwithstanding the foregoing, such letter from Baker Tilly
shall not be required to be delivered after such time that the report of Baker Tilly, included in the Company’s Annual Report on
Form 10-K for the year ended December 26, 2025 is no longer incorporated by reference into the Registration Statement.
(e) [Reserved.]
(f) Officers’
Certificate for the Company. On the date of this Agreement, there shall not have been, since the date of the latest audited
financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus or since the respective
dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, any Material
Adverse Effect, and the Agents shall have received a certificate of the Company, signed by the chief executive officer or the chief financial
officer of the Company, dated such date, to the effect that (A) there has been no such Material Adverse Effect, (B) the representations
and warranties of the Company in this Agreement are true and correct on and as of such date, except to the extent any such representation
or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct as of such earlier
date, (C) the Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed
or satisfied on or prior to such date and (D) no stop order suspending the effectiveness of the Registration Statement or any post-effective
amendment thereto has been issued under the 1933 Act, no notice of objection of the Commission to the use of the Registration Statement
or any post-effective amendment thereto pursuant to Rule 401(g)(2) has been received by the Company, no order preventing or suspending
the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for
any of those purposes have been instituted or are pending or, to their knowledge, contemplated.
(g) Chief
Financial Officer’s Certificate for the Company. On the date of this Agreement, the Company shall have furnished
to the Agents a certificate, dated such date, in a form satisfactory to the Agents, of its chief financial officer with respect to certain
financial data incorporated by reference into the Registration Statement, the General Disclosure Package and the Prospectus or any amendment
or supplement thereto, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory
to the Agents and counsel for the Agents.
(h) Listing. The
Shares shall have been approved for listing, subject to official notice of issuance, on Nasdaq.
(i) Additional
Documents. On the date of this Agreement, counsel for the Agents shall have been furnished with such documents and opinions
as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Agents, or in order
to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions,
contained herein; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as contemplated herein
shall be satisfactory in form and substance to the Agents and counsel for the Agents.
(j) Termination
of this Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be
fulfilled, this Agreement may be terminated by the applicable Agents by notice to the Company at any time, and any such termination shall
be without liability of any party to any other party except the provisions of Sections 1, 3(h), 4, 6, 7, 8, 13, 14, 15 and 16 hereof shall
remain in full force and effect notwithstanding such termination.
Section 6. Indemnification.
(a) Indemnification
of the Agents. The Company agrees to indemnify and hold harmless the Agents, their respective affiliates (as such term
is defined in Rule 501(b) of the 1933 Act Regulations (each, an “Affiliate”)), selling agents, officers and directors
and each person, if any, who controls an Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:
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(i) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be
a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material
fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus
(or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of, the
Company in connection with the marketing of any offering of Shares (“Marketing Materials”), including any roadshow
or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission
in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment
or supplement thereto) or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading;
(ii) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement
of any litigation, or any investigation or proceeding by any Governmental Entity, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section
6(d) below) any such settlement is effected with the written consent of the Company;
(iii) against
any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Agents), reasonably incurred
in investigating, preparing or defending against any litigation, or any investigation or proceeding by any Governmental Entity, commenced
or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission,
to the extent that any such expense is not paid under (i) or (ii) above;
provided, however, that this indemnity agreement shall
not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue
statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof
pursuant to Rule 430B, or in the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon
and in conformity with information furnished to the Company by the Agents in writing expressly for use therein.
(b) Indemnification
of Company, Directors and Officers. Each Agent, severally and not jointly, agrees to indemnify and hold harmless the Company,
its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described
in the indemnity contained in Section 6(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Registration Statement (or any amendment thereto), including any information deemed to be a part
thereof pursuant to Rule 430B, or in the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance
upon and in conformity with the information furnished to the Company by such Agent in writing expressly for use therein.
(c) Actions
against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result
thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In
the case of parties indemnified pursuant to Section 6(a) hereof, counsel to the indemnified parties shall be selected by the Agents, and,
in the case of parties indemnified pursuant to Section 6(b) hereof, counsel to the indemnified parties shall be selected by the Company. An
indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel
to the indemnifying party shall not (except with the prior written consent of the indemnified party) also be counsel to the indemnified
party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to
any local counsel) separate from their
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own counsel for all indemnified parties in connection
with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or
circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise
or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any Governmental Entity,
commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section
6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise
or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation,
proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf
of any indemnified party.
(d) Settlement
without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party
to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement
of the nature contemplated by Section 6(a)(ii) hereof effected without its written consent if (i) such settlement is entered into more
than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice
of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not
have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Section 7. Contribution. If
the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified
party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute
to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i)
in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the applicable Agents,
on the other hand, from the applicable offering of Shares or (ii) if the allocation provided by clause (i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative
fault of the Company, on the one hand, and the applicable Agents, on the other hand, in connection with the statements or omissions which
resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.
The relative benefits received by the Company,
on the one hand, and the applicable Agents, on the other hand, in connection with the applicable offering of Shares shall be deemed to
be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the Company, on the one
hand, bear to the total commissions or underwriting discounts received by the applicable Agents, on the other hand.
The relative fault of the Company, on the one hand,
and the applicable Agents, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company
or by the applicable Agents and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.
The Company and the Agents agree that it would
not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the applicable Agents
were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations
referred to above in this Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by
an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred
by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any Governmental
Entity, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged
omission.
Notwithstanding the provisions of this Section
7, no Agent shall be required to contribute any amount in excess of the total commissions or underwriting discounts received by such Agent
in connection with Shares placed or underwritten by it for sale to the public.
No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.
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For purposes of this Section 7, each person, if
any, who controls an Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and an Agent’s Affiliates,
selling agents, officers and directors shall have the same rights to contribution as such Agent, and each director of the Company, each
officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Agents’
respective obligations to contribute pursuant to this Section 7 are several in proportion to the number of Shares placed or underwritten
by it in the applicable offering.
Section 8. Representations,
Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in
certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force
and effect regardless of (i) any investigation made by or on behalf of an Agent or its Affiliates, selling agents, officers or directors
or any person controlling such Agent, or the Company or its officers or directors, or any person controlling the Company and (ii) delivery
of and payment for the Shares.
Section 9. Termination.
(a) This
Agreement may be terminated for any reason, at any time, by either the Company or an Agent, as to itself, upon the giving of three (3)
business days prior written notice to the other parties hereto.
(b) The
applicable Agents may terminate a Terms Agreement to which they are a party, at any time at or prior to the Settlement Date, (i) if there
has been, in such judgment of such Agents, since the time of execution of such Terms Agreement or since the respective dates as of which
information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any Material Adverse Effect, or
(ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets,
any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change
in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the
judgment of such Agents, impracticable or inadvisable to proceed with the completion of the offering of Shares contemplated by such Terms
Agreement or to enforce contracts for the sale of such Shares, or (iii) if trading in any securities of the Company has been suspended
or materially limited by the Commission or Nasdaq, or (iv) if trading generally on the NYSE, the NYSE American or Nasdaq has been suspended
or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any
of said exchanges or by order of the Commission, FINRA or any other Governmental Entity, or (v) if a material disruption has occurred
in commercial banking or securities settlement or clearance services in the United States or with respect to the systems of Clearstream
Banking, société anonyme, or Euroclear Bank, S.A./N.V., in Europe, or (vi) if a banking moratorium has been declared by
either Federal or New York authorities.
(c) If
the Company and two or more Agents enter into a Terms Agreement pursuant to which such Agents agree to purchase Shares from the Company
as principal and one or more of such Agents shall fail at the Settlement Date to purchase the Shares which it or they are obligated to
purchase (the “Defaulted Shares”), then the nondefaulting Agents shall have the right, within 24 hours thereafter,
to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted
Shares in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements
shall not have been completed within such 24-hour period, then:
(i) if
the number of Defaulted Shares does not exceed 10% of the number of Shares to be so purchased by all of such Agents on the Settlement
Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that
their respective initial purchase obligation bears to the purchase obligations of all nondefaulting Agents; or
(ii) if
the number of Defaulted Shares exceeds 10% of the number of Shares to be so purchased by all of such Agents on the Settlement Date, such
Terms Agreement shall terminate without liability on the part of any nondefaulting Agent.
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No action taken pursuant to this Section 9(c) shall relieve any defaulting
Agent from liability in respect of its default. In the event of any such default which does not result in a termination of
such Terms Agreement, either the nondefaulting Agents or the Company shall have the right to postpone the Settlement Date for a period
not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the
Prospectus or in any other documents or arrangements.
(d) In
the event of any termination under this Section 9, neither party will have any liability to the other party hereto, except that (i) the
Agents shall be entitled to any commissions earned in accordance with Section 2(b) hereof, (ii) if at the time of termination (a) an Agent
shall own any Shares purchased by it as principal or (b) an offer to purchase any Shares has been accepted by the Company but the Settlement
Date has not occurred, the covenants set forth in Section 3 hereof shall remain in effect until such Shares are resold or so delivered,
as the case may be, and (iii) the covenant set forth in Section 3(h) hereof, the provisions of Section 4 hereof, the indemnity and contribution
agreements set forth in Sections 6 and 7 hereof, and the provisions of Sections 8, 13, 14, 15 and 16 hereof shall remain in effect.
Section 10. Notices. All
notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by
any standard form of telecommunication. Notices to the Agents shall be directed, as applicable, to: UBS Securities LLC, 11
Madison Avenue, New York, New York 10010, Attention: Equity Syndicate; Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019,
Attention: Syndicate Registration (fax: (646) 834-8133), with a copy, in the case of any notice pursuant to Section 6(c), to the Director
of Litigation, Office of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019; Craig-Hallum Capital
Group LLC, 323 N. Washington Avenue, Suite 300, Minneapolis, Minnesota 55401; and Oppenheimer & Co. Inc., 85 Broad Street, 26th
Floor, New York, New York 10004, Attention: General Counsel, E-mail: DL-IBLegal@opco.com; in each case with a copy to Latham & Watkins
LLP, 355 S. Grand Avenue, Los Angeles, California 90071, Attention: Gregory P. Rodgers and Arash Aminian Baghai. Notices to the Company
shall be given to it at 26462 Corporate Avenue, Hayward, California 94545, Attention: Chief Financial Officer, with a copy (which shall
not constitute notice) to Davis Polk & Wardwell LLP, 900 Middlefield Road, Redwood City, California 94063, Attention: Alan F. Denenberg,
Esq.
Section 11. No
Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) each purchase and sale of Shares pursuant
to this Agreement, including the determination of the respective initial public offering prices of Shares, if any, and any related discounts
and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the applicable Agents, on the
other hand, (b) the Agents have not assumed and will not assume any advisory or fiduciary responsibility in favor of the Company or any
of its subsidiaries or other affiliates with respect to any offering of Shares or the process leading thereto (irrespective of whether
the applicable Agents have advised or are currently advising the Company or any of its subsidiaries or other affiliates on other matters)
or any other obligation to the Company except the obligations expressly set forth in this Agreement, (c) the Agents and their respective
affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (d) the Agents
have not provided any legal, accounting, financial, regulatory or tax advice to the Company or any other person or entity with respect
to any offering of Shares and the Company has consulted its own respective legal, accounting, financial, regulatory and tax advisors to
the extent it deemed appropriate.
Section
12. Recognition of the U.S. Special Resolution Regimes.
(a) In
the event that any Agent that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from such Agent of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as
the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were
governed by the laws of the United States or a state of the United States.
(b) In
the event that any Agent that is a Covered Entity or a BHC Act Affiliate of such Agent becomes subject to a proceeding under a U.S. Special
Resolution Regime, Default Rights under this Agreement that may be exercised against such Agent are permitted to be exercised to no greater
extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws
of the United States or a state of the United States.
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For purposes of this Section
12, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance
with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term
is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined
in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and
interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in,
and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution
Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the
Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
Section 13. Parties. This
Agreement shall inure to the benefit of and be binding upon the Agents and the Company and their respective successors. Nothing expressed
or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Agents, their
respective Affiliates and selling agents, the Company and their respective successors and the controlling persons and officers and directors
referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect
of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to
be for the sole and exclusive benefit of the Agents, their respective Affiliates and selling agents, the Company and their respective
successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of
no other person, firm or corporation. No purchaser of Shares shall be deemed to be a successor by reason merely of such purchase.
Section 14. Trial
by Jury. Each of the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders
and affiliates), and the Agents hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial
by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
Section 15. GOVERNING
LAW. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF, THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.
Section 16. Consent
to Jurisdiction; Waiver of Immunity. Each of the Company and the Agents agrees that any legal suit, action or proceeding
arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be
instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan
or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified
Courts”), and irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement
of a judgment of any Specified Court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of the
Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to a party’s
address set forth in Section 10 hereof shall be effective service of process upon such party for any suit, action or proceeding brought
in any Specified Court. Each of the Company and the Agents irrevocably and unconditionally waives any objection to the laying
of venue of any suit, action or proceeding in the Specified Courts and irrevocably and unconditionally waives and agrees not to plead
or claim in any Specified Court that any such suit, action or proceeding brought in any Specified Court has been brought in an inconvenient
forum.
Section 17. TIME.
TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK
CITY TIME.
Section 18. Counterparts
and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed
to be an original, but all such counterparts shall together constitute one and the same Agreement. Electronic signatures complying with
the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable
law will be deemed original signatures for purposes of this Agreement. Transmission by telecopy, electronic mail or other transmission
method of an executed counterpart of this Agreement will constitute due and sufficient delivery of such counterpart.
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Section 19. Effect
of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
[Signature Pages Follow]
28
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all
counterparts, will become a binding agreement between the Agents and the Company in accordance with its terms.
Very truly yours,
ULTRA CLEAN HOLDINGS, INC.
By:
/s/ James Xiao
Name:
James Xiao
Title:
Chief Executive Officer
[Signature Page to ATM Equity Offering Sales
Agreement]
Accepted as of the date hereof:
UBS SECURITIES LLC
By:
/s/ Jesse O’Neill
Name:
Jesse O’Neill
Title:
Executive Director
By:
/s/ Austin Gobbo
Name:
Austin Gobbo
Title:
Director
[Signature Page to ATM Equity Offering Sales
Agreement]
BARCLAYS CAPITAL INC.
By:
/s/ Jamie Turturici
Name:
Jamie Turturici
Title:
Managing Director, Head of Technology ECM
[Signature Page to ATM Equity Offering Sales
Agreement]
CRAIG-HALLUM CAPITAL GROUP LLC
By:
/s/ Rick Hartfiel
Name:
Rick Hartfiel
Title:
Head of Investment Banking
[Signature Page to ATM Equity Offering Sales
Agreement]
OPPENHEIMER & CO. INC.
By:
/s/ John B. Hyland
Name:
John B. Hyland
Title:
Managing Director, Co-Head of Equity Capital Markets
[Signature Page to ATM Equity Offering Sales
Agreement]
Annex I
ULTRA CLEAN HOLDINGS, INC.
Common Stock
($0.001 par value)
TERMS AGREEMENT
UBS Securities LLC
11 Madison Avenue
New York, New York 10010
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
Craig-Hallum Capital Group LLC
323 N. Washington Avenue, Suite 300
Minneapolis, Minnesota 55401
Oppenheimer & Co. Inc.
85 Broad Street, 26th Floor
New York, New York 10004
Ladies and Gentlemen:
Ultra Clean Holdings, Inc., a Delaware corporation
(the “Company”), proposes, on the basis of the representations and warranties, and subject to the terms and conditions,
stated herein and in the ATM Equity Offering Sales Agreement, dated August 14, 2026 (the “Sales Agreement”), among
the Company and UBS Securities LLC, Barclays Capital Inc., Craig-Hallum Capital Group LLC and Oppenheimer & Co. Inc., as sales agent
and/or principal (each, an “Agent”, and collectively, the “Agents”), to issue and sell to the Agents
as principal for resale (collectively, the “Underwriters”), and the Underwriters severally agree to purchase from the
Company the shares of Common Stock specified in the Schedule A hereto (the “Securities”), on the terms specified in
Schedule A hereto. Capitalized terms used but not defined herein have the respective meanings ascribed thereto in the Sales
Agreement.
Payment of the purchase price
for, and delivery of certificates for, the Securities shall be made at the offices of Latham & Watkins LLP, 355 S. Grand Avenue, Los
Angeles, California 90071, or at such other place as shall be agreed upon by the Underwriters and the Company, at 9:00 A.M. (New
York City time) on the second (or third, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after
the date hereof (unless postponed in accordance with the provisions of Section 9(c) of the Sales Agreement), or such other time not later
than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such time and date of payment and
delivery being herein called “Settlement Date”).
Payment shall be made to the
Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Underwriters
for their respective accounts for the Securities to be purchased by them.
Each of the provisions of the Sales Agreement not
related solely to the Agent, as agent of the Company, is incorporated herein by reference in its entirety, and shall be deemed to be part
of this Terms Agreement to the same extent as if each such provision had been set forth in full herein. Each of the representations and
warranties set forth in the Sales Agreement shall be deemed to have been made at and as of the date of this Terms Agreement and the Applicable
Time.
Annex I-1
If the foregoing is in accordance with your understanding
of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts,
will become a binding agreement between the Underwriters and the Company in accordance with its terms.
THIS TERMS AGREEMENT AND ANY CLAIM, CONTROVERSY
OR DISPUTE ARISING UNDER OR RELATED TO THIS TERMS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.
Very truly yours,
ULTRA CLEAN HOLDINGS, INC.
By:
Name:
Title:
Annex I-2
Accepted as of the date hereof:
UBS SECURITIES LLC
By:
Name:
Title:
By:
Name:
Title:
BARCLAYS CAPITAL INC.
By:
Name:
Title:
CRAIG-HALLUM CAPITAL GROUP LLC
By:
Name:
Title:
OPPENHEIMER & CO. INC.
By:
Name:
Title:
Annex I-3
EX-5.1 — EXHIBIT 5.1
EX-5.1
Filename: dp251729_0501.htm · Sequence: 3
Exhibit 5.1
Davis Polk & Wardwell llp
900 Middlefield Road
Redwood City, CA 94063
davispolk.com
August 14, 2026
Ultra Clean Holdings, Inc.
26462 Corporate Avenue
Hayward, California 94545
Ladies and Gentlemen:
We have acted as counsel for Ultra Clean Holdings, Inc., a Delaware
corporation (the “Company”), in connection with the (i) Registration Statement on Form S-3 (the “Registration Statement”)
filed by the Company on March 25, 2024 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities
Act of 1933, as amended, and (ii) the prospectus supplement (the “Prospectus”) of the Company, filed with the Commission on
August 14, 2026, relating to the issuance and sale by the Company of shares of the Company’s common stock, par value $0.001 per
share, having an aggregate offering price of up to $400,000,000 (the “Shares”) in accordance with that certain sales agreement,
dated as of August 14, 2026 (the “Sales Agreement”), among the Company and UBS Securities LLC, Barclays Securities Inc.,
Craig-Hallum Capital Group LLC and Oppenheimer & Co. Inc. as agents.
We, as your counsel, have examined originals or copies of such documents,
corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of
rendering this opinion.
In rendering the opinion expressed herein, we have, without independent
inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted
to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all
natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and
officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact
in the documents that we reviewed were and are accurate.
Based upon the foregoing, and subject to the additional assumptions
and qualifications set forth below, we are of the opinion that the Shares to be sold by the Company have been duly authorized and, assuming
the terms of any sales of Shares pursuant to the Sales Agreement are approved by the Company’s board of directors or a properly
constituted and authorized committee thereof (or any of them delegates such
approval to officers and such terms are approved by such officers),
when issued and delivered by the Company and paid for (which consideration is not less than the par value of the common stock) pursuant
to the Sales Agreement, the Shares will be validly issued, fully paid and non-assessable.
In connection with the opinion expressed above, we have assumed that
the Company is validly existing as a corporation in good standing under the laws of the State of Delaware.
We are members of the Bars of the States of New York and California,
and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware, except
that we express no opinion as to (i) any law, rule or regulation that is applicable to the Company, the Sales Agreement, the Shares or
such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to the Sales Agreement
or any of its affiliates due to the specific
assets or business of such party or such affiliate or (ii) any law,
rule or regulation relating to national security.
We hereby consent to the filing of this opinion as an exhibit to a report
on Form 8-K to be filed by the Company on the date hereof and its incorporation by reference into the Registration Statement and further
consent to the reference to our name under the caption “Legal Matters” in the prospectus supplement, which is a part of the
Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act.
Very truly yours,
/s/ Davis Polk & Wardwell LLP
August 14, 2026 2
EX-23.2 — EXHIBIT 23.2
EX-23.2
Filename: dp251729_2302.htm · Sequence: 4
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 (No. 333-278195), and any future amendments or supplements thereto, of Ultra Clean Holdings, Inc. of
our report dated February 23, 2026 relating to the financial statements and the effectiveness of internal control
over financial reporting, which appears in Ultra Clean Holdings, Inc.'s Annual Report on Form 10-K for the year ended December 26,
2025. We also consent to the reference to us under the heading “Experts” in such Registration Statement, and any future amendments
or supplements thereto.
/s/ PricewaterhouseCoopers LLP
San Jose, California
August 14, 2026
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