AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of [ 🌑 ], 2020, is by and among Allegro MicroSystems, Inc., a Delaware corporation (the Corporation), Sanken Electric Co., Ltd, a Japanese corporation (Sanken) and OEP SKNA, L.P., a Cayman Islands exempted limited partnership (OEP and, together with Sanken and any other Person who may become a party hereto pursuant to Section 13(c), each a Stockholder and, collectively, the Stockholders).
WHEREAS, the Corporation, OEP, Sanken and each of the other Persons listed on the signature pages thereto were parties to that certain Registration Rights Agreement, dated as of October 3, 2017 (the Original Agreement) and that certain Sale and Subscription Agreement, dated as of July 18, 2017 (the Subscription Agreement), pursuant to which, among other things, OEP agreed to purchase, and the Corporation sold to OEP, certain common stock;
WHEREAS, in connection with the proposed initial public offering by the Corporation (the Initial Public Offering), the Corporation and the Stockholders desire to amend, restate and replace the Original Agreement in its entirety as more fully described herein and that all Stockholders other than Sanken and OEP have agreed to the termination of their registration rights and, upon proper execution and delivery of this Agreement, this Agreement will amend, restate and replace the Original Agreement in its entirety and the Original Agreement shall be of no further force or effect; and
NOW, THEREFORE, for and in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
Section 1. Definitions. As used in this Agreement, the following terms shall have the following meanings, and terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Stockholders Agreement:
Adverse Disclosure shall mean public disclosure of material non-public information that, in the Boards good faith judgment, after consultation with outside counsel to the Corporation, (i) would be required to be made in any report or Registration Statement filed with the SEC by the Corporation so that such report or Registration Statement would not be materially misleading; (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such report or Registration Statement; and (iii) the Corporation has a bona fide business purpose for not disclosing publicly.
Affiliate shall mean, with respect to any Person, an affiliate as defined in Rule 405 of the regulations promulgated under the Securities Act and with respect to any Stockholder, an affiliate as defined in Rule 405 of the regulations promulgated under the Securities Act and any investment fund, vehicle or holding company of which such Stockholder or any Affiliate of such Stockholder serves as the general partner, managing member or discretionary manager or advisor; provided, however, that (i) an Affiliate shall not include any portfolio company (including any investment in a portfolio company) of OEP and (ii) none of Sanken, the Corporation or any of their respective Subsidiaries or controlling Affiliates shall be deemed to be an Affiliate of any Stockholder or any of such Stockholders other Affiliates