Second Amendment to Supply Agreement



 Exhibit 10.22 
 CONFIDENTIAL TREATMENT REQUESTED 
 BY RUBICON TECHNOLOGY, INC. 
 SECOND AMENDMENT TO SUPPLY AGREEMENT 
 by and
between 
 PEREGRINE SEMICONDUCTOR CORP. 
 and 
 RUBICON TECHNOLOGY, INC. 
 This Second Amendment (this “Amendment”) further amends that certain Supply Agreement by and between Peregrine Semiconductor Corp., with offices at 9450 Carroll Park Drive, San Diego, California 92121 (“Buyer”) and
Rubicon Technology, Inc., with offices at 9931 Franklin Avenue, Franklin Park, Illinois 60131 (“Seller”), dated as of March 26, 2007 (the “Agreement”), and is made by and between the parties to the Agreement as of
November 25, 2008 (the “Effective Date”). 
 RECITALS 
 A. Buyer and Seller are parties to the Agreement, which provides for the purchase and sale in 2008 of Products, as defined therein, as amended by an
agreement of the parties as of August 22, 2008 that modified the volume of Product purchases and sales in 2008 and provided for certain Product purchases and sales in 2009 (the “Amended Agreement”). 
 B. Buyer and Seller now desire to amend the Amended Agreement to provide for an agreement between the parties with respect to Product purchases and sales
in 2008, 2009, 2010, and 2011. 
 C. Buyer also currently owes Seller $2,906,250, which includes certain amounts for Products purchased under
the Amended Agreement. In connection with payment of amounts owed, Buyer and Seller also desire to provide for a closer strategic relationship between the two companies pursuant to which Seller will become an investor in Buyer as part of
Buyer’s recent Series D1 Preferred Stock financing (“D1 Financing”) and Buyer will issue to Seller Series D1 Preferred Stock (the “Series D1 Stock”) in the amount of $2,000,000 pursuant to an agreement entered into as of the
date of this Amendment and will pay to Seller $906,250 on the Effective Date of this Amendment. 
 Now, therefore, for the consideration
described in the recitals above and the mutual benefits to be derived by the parties from this Amendment, the sufficiency of which is hereby acknowledged, Buyer and Seller agree to further amend the Agreement as follows: 
 1. Definitions. Unless otherwise expressly provided in this Amendment, each capitalized term used in this Amendment has the same meaning as
provided in the Amended Agreement. 
  

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[***]: Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 








 CONFIDENTIAL TREATMENT REQUESTED 
 BY RUBICON TECHNOLOGY, INC. 
  
 2. Revision of Product Delivery and Acceptance Obligation. 
 (a) The Product quantities and delivery
amounts described in the Amended Agreement are hereby revised such that: 
 (i) During 2008: Seller shall have no obligation to
manufacture and sell to Buyer and Buyer shall have no obligation to purchase or accept delivery from Seller of any additional Products during 2008 as provided in the Amended Agreement; 
 (ii) During 2009: Seller shall manufacture and sell to Buyer and Buyer shall purchase from Seller and accept delivery of the greater of [***]
[***] sapphire wafers (“Wafers”) or 70% of Buyer’s monthly Wafer purchases (for purposes of this Amendment, “Buyer’s monthly Wafer purchases” shall include any Wafers purchased by Buyer for use by Buyer’s
fabricators or other third parties) in each month of 2009; 
 (iii) During 2010: Seller shall manufacture and sell to Buyer and Buyer
shall purchase from Seller and accept delivery of 70% of Buyer’s monthly Wafer purchases, up to [***] per month, and Seller shall manufacture and sell to Buyer and Buyer shall purchase from Seller and accept delivery of 50% of Buyer’s
monthly Wafer purchases for quantities above [***] Wafers per month in each month of 2010; and 
 (iv) During 2011: Seller shall
manufacture and sell to Buyer and Buyer shall purchase from Seller and accept delivery of not less than 50% of Buyer’s monthly Wafer purchases. 
 (b) Seller is hereby authorized to ship to Buyer [***] Wafers in each month of 2009 without further order from Buyer and, if Buyer shall require more than such minimum number of Wafers for any month, Buyer shall
deliver a notice to Seller not less than 90 days before the first day of the month in which the greater number of Wafers is to be shipped (the “Purchase Month”), advising Seller of the total number of Wafers that Buyer desires to be
shipped in the Purchase Month. Wafers shipped in 2010 and 2011 must be shipped pursuant to Buyer’s purchase orders which shall be delivered to Seller not less than 90 days before the scheduled delivery date. 
 (c) Seller will have the right, upon reasonable notice during business hours to audit and copy Buyer’s books and records relating to Wafer purchases
from any source, the use of Wafers in Buyer’s products and the sale of such products and to interview Buyer’s personnel with respect to the same. Seller will bear the cost of such audits unless Seller determines pursuant to an audit that
Buyer has purchased less than 50% of its Wafer requirements during any month, in which case, Buyer shall reimburse Seller for all of its audit costs and shall, within 45 days or such longer time period as Seller may require, purchase the number of
Wafers that Buyer was obligated to purchase from Seller during any month in which Buyer failed to purchase at least 50% of its Wafer requirements from Seller. 
  

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[***]: Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 








 CONFIDENTIAL TREATMENT REQUESTED 
 BY RUBICON TECHNOLOGY, INC. 
  
 3. Price and Specifications. 
 (a) Buyer shall pay Seller [***] per Wafer for the first [***] Wafers
delivered pursuant to this Amendment through 2010. 
 (b) Pricing in 2009 and 2010 for Wafers delivered after [***] Wafers have been
delivered pursuant to this Amendment will be as follows: 
  

							
	  	 	 Quarterly Volume
	  	 Price per Wafer
	  	 
		 	 £ [***]   
	  	[***]	  	
		 	 [***]
	  	[***]	  	
		 	 [***]
	  	[***]	  	
		 	 [***]
	  	[***]	  	
		 	 [***]
	  	[***]	  	
		 	 [***]
	  	[***]	  	
		 	 [***]
	  	[***]	  	

 For clarity, the first pricing reduction, from [***] to [***], will apply to the first Wafer
delivered after [***] Wafers are delivered. However, further incremental price decreases will occur only if the total quantity for each pricing increment is purchased during a calendar quarter (for purposes of this Amendment, a “calendar
quarter” means January – March, April – June, July – September, or October – December). Therefore, if after [***] Wafers are delivered and Buyer does not order more than [***] Wafers in any calendar quarter, then the price
per Wafer will remain at [***]. 
 (c) Commercially reasonable pricing (based upon previous pricing, anticipated quantities for 2011, and
market conditions) for the Wafers to be purchased by Buyer from Seller in 2011 will be agreed upon by the parties before September 30, 2010. 
 (d) Seller will provide a [***] discount to Buyer for each Wafer delivered to Buyer pursuant to this Amendment that does not meet grade 1 specifications as defined in Attachment A hereto, up to the first [***] Wafers delivered. After [***]
Wafers are delivered, all Wafers delivered to Buyer shall meet the grade 1 specifications. 
 4. Issuance of Series D1 Shares and Payment. On the
Effective Date: (a) Buyer will transfer to Seller 1,345,444 unencumbered shares of Series D1 Stock (valued at a total of $2,000,000) and Seller will execute all agreements and other documents executed by other investors in Buyer’s D1
Financing; and (b) Buyer will pay to Seller by electronic funds transfer in accordance with instructions to be provided to Buyer by Seller, $906,250. If the foregoing conditions precedent (the “Conditions”) to the effectiveness of
this Amendment are not met, then this Amendment will be void and of no effect. If the foregoing Conditions are met, then Buyer’s obligation to pay Seller $2,906,250 will have been satisfied. 
  

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[***]: Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 








 CONFIDENTIAL TREATMENT REQUESTED 
 BY RUBICON TECHNOLOGY, INC. 
  
 5. Release and Waiver. Buyer and Seller agree that effective upon the Effective Date and subject to the completion of the Conditions in Section 4 above, Seller shall have no obligation to sell and Buyer shall have no obligation
to purchase the Products in the quantities set forth on Attachment A to the Agreement or in the Amended Agreement and neither Seller nor Buyer shall have any liability or obligation to the other party with respect to the failure of Buyer to purchase
or Seller to sell the quantity of Products set forth in the Amended Agreement. Buyer and Seller further agree that as of the Effective Date and subject to the completion of the Conditions in Section 4, Buyer shall have paid Seller in full for
all Products purchased and delivered under the Amended Agreement and shall have no further payment obligation with respect to any Products delivered by Seller to Buyer under the Amended Agreement as of the Effective Date. Upon the Effective Date and
subject to the completion of the Conditions in Section 4, Buyer and Seller each hereby agree, to the fullest extent permitted by applicable law, to waive, release and promise never to assert any claims or causes of action, whether or not now
known, against the other party with respect to the failure of Buyer to purchase or failure of Seller to sell the Products in the quantities set forth on Attachment A to the Agreement or in the Amended Agreement or with respect to the payment of any
Products delivered by Seller to Buyer prior to the Effective Date. 
 6. No Other Changes. Except as is expressly provided in this Amendment, the
Amended Agreement is not amended or revised in any other way and remains in full force and effect and this Amendment shall be considered a part thereof. 
 IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Amendment as of the Effective Date above. 
  

			
	 Rubicon Technology, Inc.

		
	By:	 	 /s/ Raja Parvez

		 	Raja Parvez, President & CEO
	
	 Peregrine Semiconductor Corp.

		
	By:	 	 /s/ Jim Cable

		 	Jim Cable, President & CEO

  

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[***]: Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 








 CONFIDENTIAL TREATMENT REQUESTED 
 BY RUBICON TECHNOLOGY, INC. 
  
 ATTACHMENT A 
 TO 2ND AMENDMENT TO RUBICON/PEREGRINE SUPPLY AGREEMENT 
  

	1	Purpose 

 This document specifies the characteristics of [***]
Sapphire Wafers. 
  

	2	Scope 

 This document defines the requirements for purchase of [***]
Sapphire Wafers for Peregrine Semiconductor and its foundries. 
  

	3	Authority and Responsibility 

 This document is controlled by the
Operations Department of Peregrine Semiconductor. 
  

	4	References 

 SEMI MF1390-0707 - Test Method for Measuring Warp on
Silicon Wafers by Automated Non-Contact Scanning  
 SEMI MF534-0707 - Test Method for Bow of Silicon Wafers  
 SEMI MF657-0707 - Test Method for Measuring Warp and Total Thickness Variation on Silicon Wafers by Non-Contact Scanning  
 SEMI MF1530-0707 - Test Method for Measuring Flatness, Thickness, and Total Thickness Variation on Silicon Wafers by Automated Non-Contact Scanning  
 SEMI M13-1103 - Specification for Alphanumeric Marking of Silicon Wafers  
 SEMI AUX015 - SEMI OCR Character Outlines 
  

	5	Definitions 

  

	 	5.1	[***] 

  

	 	5.2	[***] 

  

	 	5.3	[***] 

  

	6	Specification 

 Rubicon Proposal 19-Sep-08 

  

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[***]: Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 








 150 mm, Grade 1, Sapphire Specification 
 (Part 1) 
  

																	
	 ITEM
	  	CHARACTERISTIC	  	 UNITS
	  	TARGET	  	TOLERANCE	  	MEASUREMENT
METHOD	  	FREQUENCY	  	 NOTE

	MANUFACTURING METHODS	  	GROWING METHOD	  		  		  		  		  		  	[***]
		  	SURFACE ORIENTATION	  	degree	  	[***]	  	[***]	  	XRD	  	All wafers	  	[***]
	PHYSICAL DIMENSIONS	  	WAFER DIAMETER	  	mm	  	[***]	  	[***]	  	Micrometer	  	5 wfrs/lot	  	
	  	WAFER
REGISTRATION	 	SEMI FLAT	  	mm	  	[***]	  	[***]	  	Micrometer	  	5 wfrs/lot	  	
	  	 	JEITA FLAT	  	mm	  	[***]	  	[***]	  	Micrometer	  	5 wfrs/lot	  	
		  	THICKNESS	  	μm	  	[***]	  	[***]	  	Micrometer	  	5 wfrs/lot	  	
		  	FLAT LOCATION	  	degree	  	[***]	  	[***]	  	XRD	  	10 wfrs/lot	  	See Figure A.
	FLATNESS	  	QUALITY AREA	  		  		  		  		  		  	[***]
		  	GLOBAL
FLATNESS	 	TOTAL THICKNESS VARIATION	  	μm	  	[***]	  		  	Tropel or
equivalent	  	All wafers	  	[***]
		  	 	FOCAL PLANE DEVIATION (GF3D)	  	μm	  	[***]	  		  	  	  	[***]
		  		 	WARP	  	μm	  	[***]	  		  		  		  	[***]
		  		 	BOW	  	μm	  	[***]	  		  		  		  	[***]
		  	SITE
FLATNESS	 	SFQR	  	μm	  	[***]	  		  	Tropel or
equivalent	  	All wafers	  	[***]
		  	 	SITE SIZE	  	mm	  	[***]	  		  	  	  
		  	 	PERCENT USABLE AREA	  	%	  	[***]	  		  	  	  
	EDGE BEVEL	  	BEVEL METHOD	  		  		  		  		  		  	[***]
	  		 	  1. EDGE CORNER SHAPE	  		  	[***]	  		  	Profile
Projector	  	1 wafer
per lot	  	See Figure B.
	  		 	  2. BEVEL EDGE SHAPE	  		  	[***]	  		  	  	  
	  		 	  3. BEVEL WIDTH @ FRONT	  	μm	  	[***]	  	[***]	  	  	  
		  		 	  4. BEVEL WIDTH @ BACK	  	μm	  	[***]	  	[***]	  	  	  
		  		 	  5. EDGE THICKNESS	  	μm	  	[***]	  	[***]	  		  		  	
		  	EDGE CHIPS	 	QUANTITY	  	count	  	[***]	  		  	Microscope	  	All wafers	  	[***]
		  		 	WIDTH	  	mm	  	[***]	  		  	  	  
		  		 	LENGTH	  	mm	  	[***]	  		  	  	  
	MATERIAL DEFECT	  	DISLOCATION DENSITY	  	count/cm2	  	[***]	  		  	microscope	  	1 per 6
months	  	[***]
	  	BUBBLES	  	count	  	[***]	  		  	Visual	  	All wafers	  	
	  	SLIPS, TWINS & LINEAGE	  	count	  	[***]	  		  	Visual	  	All wafers	  	[***]
	  	CRACKS & FRACTURES	  	count	  	[***]	  		  	Visual	  	All wafers	  	[***]
	  	METALLIC
IMPURITY	 	Na, K, Ca, Cr, Fe, Ni, Z	  	ppm	  	[***]	  		  	ICP-MS	  	1 per 12
months	  	

  

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[***]: Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 









																	
	 ITEM
	  	 CHARACTERISTIC
	  	 UNITS
	  	 TARGET
	  	 TOLERANCE
	  	 MEASUREMENT
 METHOD
	  	 FREQUENCY
	  	 NOTE

	FRONT SURFACE	  	 SURFACE
 ROUGHNESS
	  	 Ra
	  	 Å
	  	 [***]
	  		  	AFM	  	1 wafer/lot	  	 [***]

		  	SCRATCH	  		  	 [***]
	  		  	Microscope	  	All wafers	  	 [***]

		  	PITS, SPOTS, DIMPLES & STAINS	  		  		  	 [***]
	  		  	Microscope	  	All wafers	  	 [***]

		  	GROSS CONTAMINATION	  		  	 [***]
	  		  	Microscope	  	All wafers	  	 [***]

		  	PARTICULATE	  	 Larger than 0.3 μm
	  	 count
	  	 [***]
	  		  	Candela CS10	  	All wafers	  	 [***]

		  	  	 0.3 to 0.5 μm
	  	 count
	  	 [***]
	  		  	  	  
		  	 SURFACE
 METALLIC
CONTAMINATION
	  	 Na
	  	 1/cm2

	  	 [***]
	  		  	ICP mass spectroscopy	  	 1 wafer per
 half year.
	  	
		  	  	 K, Ca, Ti, Cr, Cu,
 Zn, Ni, Fe
	  	 1/cm2

	  	 [***]
	  		  	TXRF	  	 1 wafer per
 wet clean solution change
	  	
	BACK SURFACE	  	 SURFACE
 ROUGHNESS
	  	 Ra
	  	 μm
	  	 [***]
	  	 [***]
	  	Kosaka	  	 1 wafer per
 Lap batch
	  	 [***]

		  		  	 Ra
	  	 μm
	  	 [***]
	  	 [***]
	  	 Tencor
 Alpha-Step
	  	 1 wafer per
 Lap batch
	  
		  	SCRATCHES	  		  	 [***]
	  		  	Microscope	  	All wafers	  	
		  	BUMPS	  		  	 [***]
	  		  	Naked eye	  	All wafers	  	
		  	VISIBLE CONTAMINATION	  		  	 [***]
	  		  	Naked eye	  	All wafers	  	
		  	SAW MARKS	  		  	 [***]
	  		  	Naked eye	  	All wafers	  	
		  	 WATER STAINS, WATER SPOTS,
 SLURRY RESIDUE

	  		  	 [***]
	  		  	Naked eye	  	All wafers	  	
		  	TRANSPARENT AREA	  		  	 [***]
	  		  	Naked eye	  	All wafers	  	
		  	WAFER MARKING	  		  		  		  	 Lumonics
 or equivalent
	  	All wafers	  	 [***]


  

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[***]: Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 








 Figure A [***] 
 Figure C [***] 
 Figure B [***] 
  


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[***]: Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 









	7	Quality 

  

	 	7.1	Gauge Study: The supplier shall be required to perform a gauge study on all equipment used for obtaining quality data. 

  

	 	7.2	Quality Data: 

  

	 	7.2.1	Lot Data: Particle and flatness data for each lot shall be sent electronically to Peregrine at the time the lot is shipped from the supplier. 

  

	 	7.2.2	Periodic Data: Each quarter, the supplier shall summarize the periodic quality data in a report. This report shall be sent to Peregrine within 2 weeks of the end of the quarter.


  

	8	Records 

  

	 	8.1	Quality Records shall be kept by the supplier for a period of seven years. 

  

	9	Revision History 

  

									
	 DCN#
	  	Revision	  	Date	  	Originator	  	 Description of Change

		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	

  

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[***]: Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.