MagnaChip Semiconductor Corporation Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • August 11th, 2017 • MAGNACHIP SEMICONDUCTOR Corp • Semiconductors & related devices • New York
Certain stockholders of MagnaChip Semiconductor Corporation, a Delaware corporation (the “Company”), named in Schedule I hereto (the “Selling Stockholders”) propose, severally and not jointly, subject to the terms and conditions stated herein, to sell to Barclays Capital Inc. (the “Underwriter”) an aggregate of 4,088,978 shares of common stock, par value $0.01 per share (“Common Stock”), of the Company. The 4,088,978 shares of Common Stock to be sold by the Selling Stockholders are herein called the “Shares.”
RIGHTS AGREEMENT dated as of December 13, 2021 between MAGNACHIP SEMICONDUCTOR CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights AgentRights Agreement • December 14th, 2021 • MAGNACHIP SEMICONDUCTOR Corp • Semiconductors & related devices • Delaware
AGREEMENT (as amended, supplemented or otherwise modified from time to time, the “Agreement”), dated as of December 13, 2021, by and between Magnachip Semiconductor Corporation., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”). Capitalized terms not defined elsewhere in this Agreement shall have the meanings ascribed to them in Section 1 herein.
AGREEMENT AND PLAN OF MERGER by and among SOUTH DEARBORN LIMITED, MICHIGAN MERGER SUB, INC. and MAGNACHIP SEMICONDUCTOR CORPORATION Dated as of March 25, 2021Agreement and Plan of Merger • March 29th, 2021 • MAGNACHIP SEMICONDUCTOR Corp • Semiconductors & related devices • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 25, 2021 (this “Agreement”), by and among South Dearborn Limited, an exempted company incorporated in the Cayman Islands with limited liability (“Parent”), Michigan Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Magnachip Semiconductor Corporation, a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party”.
MAGNACHIP SEMICONDUCTOR CORPORATION FORM OF STOCK OPTION AGREEMENT (For US Participant)Stock Option Agreement • February 18th, 2011 • Magnachip Semiconductor LLC • Semiconductors & related devices • California
MagnaChip Semiconductor Corporation (the “Company”) has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the MagnaChip Semiconductor Corporation 2011 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the
MAGNACHIP SEMICONDUCTOR CORPORATION RESTRICTED STOCK UNITS AGREEMENT (For Nonemployee Director)Restricted Stock Units Agreement • May 6th, 2016 • MAGNACHIP SEMICONDUCTOR Corp • Semiconductors & related devices • California
MagnaChip Semiconductor Corporation (the “Company”) has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Participant shall be entitled to Dividend Equivalent Rights with respect to the Award.
MAGNACHIP SEMICONDUCTOR CORPORATION FORM OF RESTRICTED STOCK AGREEMENT (For US Participant)Restricted Stock Agreement • February 18th, 2011 • Magnachip Semiconductor LLC • Semiconductors & related devices • California
MagnaChip Semiconductor Corporation (the “Company”) has granted to the Participant named in the Notice of Grant of Restricted Stock (the “Grant Notice”) to which this Restricted Stock Agreement (the “Agreement”) is attached a Restricted Stock Bonus consisting of the shares of Stock identified in the Grant Notice (the “Shares”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the MagnaChip Semiconductor Corporation 2011 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission
MAGNACHIP SEMICONDUCTOR CORPORATION RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • November 8th, 2022 • MAGNACHIP SEMICONDUCTOR Corp • Semiconductors & related devices • Delaware
Magnachip Semiconductor Corporation (the “Company”) has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (this “Agreement”) is attached an Award consisting of Restricted Stock Units subject to the terms and conditions set forth in the Grant Notice and this Agreement. The appendix attached hereto (the “Appendix”) and the terms and conditions for the Participant’s country set forth therein are incorporated by reference into this Agreement. The Participant shall be entitled to Dividend Equivalent Rights with respect to the Award.
MagnaChip Semiconductor Corporation Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • July 18th, 2013 • MAGNACHIP SEMICONDUCTOR Corp • Semiconductors & related devices • New York
MagnaChip Semiconductor Corporation, a Delaware corporation (the “Issuer”), proposes to issue and sell to the Initial Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $225,000,000 in aggregate principal amount of the Issuer’s 6.625% Senior Notes due 2021. As an inducement to the Intitial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Issuer agrees with the Initial Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
MagnaChip Semiconductor Corporation Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • September 11th, 2013 • MAGNACHIP SEMICONDUCTOR Corp • Semiconductors & related devices • New York
Certain stockholders of MagnaChip Semiconductor Corporation, a Delaware corporation (the “Company”), named in Schedule I hereto (the “Selling Stockholders”) propose, severally and not jointly, subject to the terms and conditions stated herein, to sell to Barclays Capital Inc. (the “Underwriter”) an aggregate of 1,700,000 shares of common stock, par value $0.01 per share (“Common Stock”), of the Company. The 1,700,000 shares of Common Stock to be sold by the Selling Stockholders are herein called the “Shares.”
November 3, 2015 Young Joon Kim [address omitted] Dear YJ:MAGNACHIP SEMICONDUCTOR Corp • November 6th, 2015 • Semiconductors & related devices
In recognition of your considerable efforts on behalf of MagnaChip Semiconductor, Ltd. (the “Company”) and its affiliates, including MagnaChip Semiconductor Corporation (the “Parent”), and your anticipated future contributions to the Company and its affiliates, the Company has agreed to provide you with severance protection in connection with certain terminations of your employment, under the circumstances and on the terms described in this letter agreement (the “Agreement”).
RESTRICTED UNIT SUBSCRIPTION AGREEMENTRestricted Unit Subscription Agreement • November 14th, 2007 • Magnachip Semiconductor LLC • Semiconductors & related devices • Delaware
RESTRICTED UNIT SUBSCRIPTION AGREEMENT, dated as of November 30, 2004, between MagnaChip Semiconductor LLC, a Delaware limited liability company (the “Company”), and the officer whose name appears on the signature page hereof (the “Officer”), pursuant to the MagnaChip Semiconductor LLC Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the same meanings given to such terms in the Plan.
OPTION AGREEMENTOption Agreement • November 14th, 2007 • Magnachip Semiconductor LLC • Semiconductors & related devices • Delaware
OPTION AGREEMENT, dated as of December 30, 2004 between MagnaChip Semiconductor LLC, a Delaware limited liability company (the “Company”), and Jerry M. Baker (the “Grantee”), pursuant to the MagnaChip Semiconductor LLC Equity Incentive Plan (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 6, 2009, among MAGNACHIP SEMICONDUCTOR S.A. and MAGNACHIP SEMICONDUCTOR FINANCE COMPANY as Borrowers, MAGNACHIP SEMICONDUCTOR LLC and THE OTHER GUARANTORS PARTY HERETO, as Guarantors, THE...Credit Agreement • March 15th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of November 6, 2009, among MAGNACHIP SEMICONDUCTOR S.A., a société anonyme, organized and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 74, rue de Merl, L - 2146 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of commerce and companies under the number B 97,483, MAGNACHIP SEMICONDUCTOR FINANCE COMPANY, a Delaware corporation (collectively, “Borrowers”), MAGNACHIP SEMICONDUCTOR LLC, a Delaware limited liability company (“Holdings”), the Subsidiary Guarantors listed on the signature pages hereto (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, Wilmington Trust FSB, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties.
EXECUTIVE SERVICE AGREEMENTExecutive Service Agreement • February 23rd, 2022 • MAGNACHIP SEMICONDUCTOR Corp • Semiconductors & related devices • Delaware
This Executive Service Agreement (this “Agreement”), effective as of February 23, 2022 (the “Effective Date”), is made by and between Shin Young Park (the “Executive”), on the one hand, and Magnachip Semiconductor Corporation, a Delaware corporation (“Parent”), and Magnachip Semiconductor, Ltd., a wholly owned subsidiary of Parent (“MSK” and together with Parent and each of its Affiliates that may engage the Executive from time to time, including any and all successors thereto, the “Company”), on the other hand.
OPTION AGREEMENTOption Agreement • November 14th, 2007 • Magnachip Semiconductor LLC • Semiconductors & related devices • Delaware
THIS OPTION AGREEMENT is executed by and between MagnaChip Semiconductor LLC, a Delaware limited liability company (the “Company”), and R. Douglas Norby (the “Grantee”), pursuant to the MagnaChip Semiconductor LLC California Equity Incentive Plan (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.
AMENDED AND RESTATED LICENSE AGREEMENT (TrenchDMOS) DATED September 19, 2007 BETWEEN ADVANCED ANALOGIC TECHNOLOGIES INC. AND MAGNACHIP SEMICONDUCTOR, LTD.License Agreement • March 15th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices • California
This agreement (the “Agreement”) is made effective as of September 19, 2007 (“Effective Date”), by and between Advanced Analogic Technologies Inc., a California corporation with its principal place of business located at 830 E. Arques Ave, Sunnyvale California 94085 (hereafter called “AATI”) and MagnaChip Semiconductor, Ltd. with its principal place of business located 1, Hyangjeong-dong, Hungduk-gu, Cheongju-si,Chungbuk, South Korea (hereafter called “MAGNACHIP”).
OPTION AGREEMENTOption Agreement • November 14th, 2007 • Magnachip Semiconductor LLC • Semiconductors & related devices • Delaware
OPTION AGREEMENT, dated as of October 6, 2004 between MagnaChip Semiconductor LLC, a Delaware limited liability company (the “Company”), and Channy Lee (the “Grantee”), pursuant to the MagnaChip Semiconductor LLC Equity Incentive Plan (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.
FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MAGNACHIP SEMICONDUCTOR LLC, a Delaware limited liability company Dated as of February 12, 2010Limited Liability Company Operating Agreement • April 20th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices • Delaware
THIS FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of MAGNACHIP SEMICONDUCTOR LLC (the “Company”) dated as of February 12, 2010 is entered into by and among the parties listed on Exhibit A attached hereto (the “Existing Members”) and those other Persons (defined below) who become Members (defined below) of the Company from time to time, as hereinafter provided. All capitalized terms used in this Agreement and not otherwise are defined herein are defined in Annex I hereto.
AMENDED AND RESTATED SERVICE AGREEMENTService Agreement • April 20th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices • Delaware
THIS AMENDED AND RESTATED SERVICE AGREEMENT (the “Agreement”) is dated as of this 8th day of May 2008 (the “Effective Date”) by and between MagnaChip Semiconductor, Ltd., a Korean yuhan hoesa (the “Company”), and Sang Park, an individual (the “Officer”).
LICENSE AGREEMENT (ModularBCD) DATED March 18, 2005 BETWEEN ADVANCED ANALOGIC TECHNOLOGIES INC. AND MAGNACHIP SEMICONDUCTOR, LTD.License Agreement • March 15th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices • California
This agreement (the “Agreement”) is made effective as of March 18, 2005, by and between Advanced Analogic Technologies Inc., a California corporation with its principal place of business located at 830 E. Arques Ave, Sunnyvale California 94085 (hereafter called “AATI”) and MagnaChip Semiconductor, Ltd. with its principal place of business located at 1, Hyangjeong-dong, Hungduk-gu, Cheongju-si, Chungbuk, South Korea (hereafter called “MAGNACHIP”).
DEPOSIT AGREEMENT by and among MagnaChip Semiconductor Corporation as Issuer, AND American Stock Transfer & Trust Company, LLC as Depositary, Custodian and Registrar, AND THE HOLDERS AND BENEFICIAL OWNERS OF DEPOSITARY SHARES Dated as of March 10, 2011Deposit Agreement • March 11th, 2011 • MAGNACHIP SEMICONDUCTOR Corp • Semiconductors & related devices • New York
THIS DEPOSIT AGREEMENT, dated as of March 10, 2011, is by and among (i) MagnaChip Semiconductor Corporation, a Delaware corporation, with a registered office address at c/o MagnaChip Semiconductor S.A., 74, rue de Merl, B.P. 709 L-2146 Luxembourg R.C.S., Luxembourg B97483, and its successors (the “Company”), (ii) American Stock Transfer & Trust Company, LLC, acting in its capacity as depositary, with a registered office address at 59 Maiden Lane, Plaza Level, New York, NY 10038 and any successor depositary, hereunder (the “Depositary”) and as Custodian and Registrar, and (iii) all Holders and Beneficial Owners of Depositary Shares (all such capitalized terms as hereinafter defined).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 20th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of November 9, 2009 entered into by and between MagnaChip Semiconductor LLC, a Delaware limited liability company (or any other Affiliate entity or entities created through any Solvent Reorganization or designated by the Board of Managers, the “Company”), and each of the individuals and entities listed on Schedule I attached hereto (the “Securityholders”).
Entrustment AgreementEntrustment Agreement • April 20th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices
MagnaChip Semiconductor Ltd. (“A”) and Tae Young Hwang, an individual (“B”), shall execute this Entrustment Agreement (the “Agreement”) subject to the following terms:
This Technology License Agreement (“Agreement”) is made and entered into the day of July 2001 (“Effective Date”) BETWEEN ARM LIMITED whose registered office is situated at 110 Fulbourn Road, Cambridge CB1 9NJ, England (“ARM”) andTechnology License Agreement • March 15th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices • London
HYNIX SEMICONDUCTOR INC. a company organised and existing under the laws of the Republic of Korea and whose principal place of business is situated at San 136-1, Ami-ri, Bubal-eub, Ichon-si, Kyoungki-do, Republic of Korea (“LICENSEE”).
MAGNACHIP SEMICONDUCTOR CORPORATION RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • July 15th, 2020 • MAGNACHIP SEMICONDUCTOR Corp • Semiconductors & related devices • Delaware
MagnaChip Semiconductor Corporation (the “Company”) has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (this “Agreement”) is attached an Award consisting of Restricted Stock Units subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Participant shall be entitled to Dividend Equivalent Rights with respect to the Award.
FIRST AMENDMENT TO GENERAL SERVICE SUPPLY AGREEMENTGeneral Service Supply Agreement • April 20th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices
This First Amendment to General Service Supply Agreement (this “Amendment”) is entered into as of December 30, 2005 by and between Hynix Semiconductor, Inc. (“Hynix”) and MagnaChip Semiconductor Ltd. (“NewCo”) (each a “Party”, and collectively the “Parties”).
AMENDED AND RESTATED SERVICE AGREEMENTService Agreement • May 14th, 2008 • Magnachip Semiconductor LLC • Semiconductors & related devices • Delaware
THIS AMENDED AND RESTATED SERVICE AGREEMENT (the “Agreement”) is dated as of this 8th day of May 2008 (the “Effective Date”) by and between MagnaChip Semiconductor, Ltd., a Korean yuhan hoesa (the “Company”), and Sang Park, an individual (the “Officer”).
FIRST AMENDMENT TO LAND LEASE AND EASEMENT AGREEMENTLand Lease and Easement Agreement • April 20th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices
This First Amendment to Land Lease and Easement Agreement (this “Amendment”) is entered into as of December 30, 2005 by and between Hynix Semiconductor, Inc. (“Lessor”) and MagnaChip Semiconductor Ltd. (“Lessee”) (each a “Party”, and collectively the “Parties”).
ContractMagnachip Semiconductor LLC • March 15th, 2010 • Semiconductors & related devices • California
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
SECOND AMENDMENT TO TERMINATION AND SETTLEMENT AGREEMENTTermination and Settlement Agreement • November 8th, 2022 • MAGNACHIP SEMICONDUCTOR Corp • Semiconductors & related devices • Delaware
This Second Amendment to Termination and Settlement Agreement (this “Amendment”) is entered into as of August 5, 2022, by and among South Dearborn Limited, an exempted company incorporated in the Cayman Islands with limited liability (“Parent”), Magnachip Semiconductor Corporation, a Delaware corporation (the “Company”), and Wise Road Capital LTD (“Wise Road”). Each of Parent, Wise Road and the Company are sometimes referred to herein as a “Party”.
Intellectual Property License AgreementIntellectual Property License Agreement • April 20th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices
This Intellectual Property License Agreement (this “Agreement”) is made and entered into this 6 day of October, 2004, by and between MagnaChip Semiconductor, Ltd., a company organized and existing under the Laws of the Republic of Korea (“Korea”), with offices at 1, Hyangjeong-dong, Heungduk-gu, Cheongju-si, Chungcheongbuk-do, Korea (“Purchaser”), and Hynix Semiconductor Inc., a corporation organized under the Laws of Korea, with offices at San 136-1, Ami-Ri, Bubal-Eub, Ichon-Si. Kyoungki-Do, Korea (“Hynix”). Either Purchaser or Hynix may be referred to herein as a “Party” or together as the “Parties,” as the case may require.
LAND LEASE AND EASEMENT AGREEMENT between Hynix Semiconductor Inc. as Lessor and MagnaChip Semiconductor, Ltd. as Lessee with respect to certain land located in the Cheong-Ju Complex in Cheong-Ju, the Republic of Korea October 6, 2004Land Lease and Easement Agreement • April 20th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices
[*****] = Portions of this exhibit are subject to a request for confidential treatment and have been redacted and filed separately with the Securities and Exchange Commission.
FIRST AMENDMENT TO BUILDING LEASE AGREEMENTBuilding Lease Agreement • March 31st, 2006 • Magnachip Semiconductor LLC • Semiconductors & related devices
This First Amendment to Building Lease Agreement (this “Amendment”) is entered into as of December 30, 2005 by and between Hynix Semiconductor, Inc. (“Lessee”) and MagnaChip Semiconductor Ltd. (“Lessor”) (each a “Party”, and collectively the “Parties”).
Master Service AgreementMaster Service Agreement • April 20th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices
This Master Service Agreement (hereinafter referred to as the “Agreement”) on manufacturing and supply of goods is made and entered into by and between Sharp Corporation (“Sharp”) and Hyundai Electronics Japan Co., Ltd (“Hyundai”).
SERVICE AGREEMENTService Agreement • June 2nd, 2006 • Magnachip Semiconductor LLC • Semiconductors & related devices • Delaware
THIS SERVICE AGREEMENT is dated as of this 27th day of May 2006 by and between MagnaChip Semiconductor, Ltd., a Korean yuhan hoesa (the “Company”), and Sang Park, an individual (the “Officer”).
