SENIOR DEBT SECURITIESIndenture • November 17th, 2016 • ALPHA & OMEGA SEMICONDUCTOR LTD • Semiconductors & related devices • New York
INDENTURE, dated as of [*], 20[*], among Alpha and Omega Semiconductor Limited, a Bermuda exempt limited liability company (the “Company”), and [Trustee], as trustee (the “Trustee”):
Shares Alpha and Omega Semiconductor Limited Common Shares (Par Value U.S.$0.002) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • April 21st, 2010 • ALPHA & OMEGA SEMICONDUCTOR LTD • Semiconductors & related devices • New York
EXECUTIVE OFFICER] c/o Alpha and Omega Semiconductor IncorporatedGeneral Settlement and Release Agreement • August 30th, 2021 • ALPHA & OMEGA SEMICONDUCTOR LTD • Semiconductors & related devices • California
SHARE PURCHASE AGREEMENT dated as of November 30, 2010 amongShare Purchase Agreement • September 9th, 2011 • ALPHA & OMEGA SEMICONDUCTOR LTD • Semiconductors & related devices
TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Definitions 1 1.2 Construction 6 ARTICLE II PURCHASE AND SALE OF THE SHARES 7 2.1 Purchase and Sale of the Shares 7 2.2 Closing 7 2.3 Transactions to be Effected at the Closing 7 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS 8 3.1 Organization 8 3.2 Authority and Enforceability 8 3.3 No Conflicts; Consents 9 3.4 The Shares 9 3.5 Disclosure of Information and Investmennt Experience 10 3.6 Restricted Securities 10 3.7 Acquisition for Own Account 11 3.8 Status of Shareholder 11 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE BUYER 11 4.1 Organization and Good Standing 11 4.2 Authority and Enforceability 11 4.3 No Conflicts; Consents 11 4.4 Buyer Common Shares 12 4.5 Private Placement 12 4.6 Investment Company Act 12 4.7 Buyer SEC Filings 12 4.8 No Other Representations and Warranties by the Company or the Shareholders 12 ARTICLE V COVENANTS 13 5.1 Restrictions on Share
SUPPLEMENT TO DISTRIBUTION AGREEMENTNon-Exclusive Distributor Agreement • September 2nd, 2010 • ALPHA & OMEGA SEMICONDUCTOR LTD • Semiconductors & related devices
This is a SUPPLEMENT to the NON-EXCLUSIVE DISTRIBUTOR AGREEMENT dated July 27, 2010 (“the Agreement”) between ALPHA & OMEGA SEMICONDUCTOR (HONG KONG) LIMITED (the “AOS” or “Company”) and FRONTEK TECHNOLOGY CORPORATION (the “Distributor”). All expressions not defined here shall have the same meaning as they have in the Agreement. Except to the extent modified by this Supplement, all provisions of the Agreement shall remain in effect. In the event of any conflict or inconsistency between the terms and conditions of this SUPPLEMENT and the Agreement, the terms of this SUPPLEMENT shall prevail. The parties agree that the follows supplement to the Agreement:
RESTRICTED SHARE UNIT ISSUANCE AGREEMENTRestricted Share Unit Issuance Agreement • August 31st, 2012 • ALPHA & OMEGA SEMICONDUCTOR LTD • Semiconductors & related devices • California
EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2023 • ALPHA & OMEGA SEMICONDUCTOR LTD • Semiconductors & related devices • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of the 23rd day of February, 2023 by and between Alpha and Omega Semiconductor Limited, a company incorporated and existing under the laws of the Islands of Bermuda (the “Company”), and Mike F. Chang (the “Executive”).
NON-EXCLUSIVE DISTRIBUTOR AGREEMENTNon-Exclusive Distributor Agreement • March 31st, 2010 • ALPHA & OMEGA SEMICONDUCTOR LTD • California
This Non-Exclusive Distributor Agreement (the “Agreement”) is made and entered into as of this 1st day of August, 2005, by and between ALPHA AND OMEGA SEMICONDUCTOR (HONG KONG) LIMITED, (hereinafter referred to as “AOS”) and FRONTEK TECHNOLOGY CO., a Taiwanese company, with its principal office at 5F, No. 128, Lane 235, Bauchiau Rd., Taipei, Taiwan (hereinafter referred to as the “Distributor”).
NON-EXCLUSIVE DISTRIBUTOR AGREEMENTNon-Exclusive Distributor Agreement • September 2nd, 2010 • ALPHA & OMEGA SEMICONDUCTOR LTD • Semiconductors & related devices • California
This Non-Exclusive Distributor Agreement (the “Agreement”) is made and entered into as of this 12 th day of September, 2005, by and between ALPHA AND OMEGA SEMICONDUCTOR (HONG KONG) LIMITED, (hereinafter referred to as “AOS”) and PROMATE ELECTRONIC CO., LTD., a Taiwanese company, with its principal office at 4F, No. 32, Sec. 1, Huan Shan Road, Nei Hu, Taipei, Taiwan (hereinafter referred to as the “Distributor”).
ASSET PURCHASE AGREEMENT dated as of December 14, 2011 by and among Alpha and Omega Semiconductor Limited, Jireh Semiconductor Incorporated and Integrated Device Technology, Inc.Asset Purchase Agreement • December 20th, 2011 • ALPHA & OMEGA SEMICONDUCTOR LTD • Semiconductors & related devices • California
ASSET PURCHASE AGREEMENT, dated as of December 14, 2011 (the “Asset Purchase Agreement”), among Alpha and Omega Semiconductor Limited, a Bermuda limited liability exempted company (“Parent”), Jireh Semiconductor Incorporated, an Oregon corporation and wholly owned subsidiary of Parent (“Buyer”), and Integrated Device Technology, Inc., a Delaware corporation (“Seller”).
FOUNDRY AGREEMENTFoundry Agreement • March 31st, 2010 • ALPHA & OMEGA SEMICONDUCTOR LTD • California
THIS FOUNDRY AGREEMENT (this “Agreement”) is made as of January 10, 2002 (the “Effective Date”) by and between Hua Hong NEC Electronics Company Limited, a company incorporated under the laws of the People’s Republic of China (the “PRC”), whose principal offices is at No. 1188 Chuan Qiao Road, Pu Dong New District, Shanghai, China (“HHNEC”); and Alpha and Omega Semiconductor Limited, a company incorporated under the laws of Bermuda, whose registered office is at 479 East Evelyn Avenue, Sunnyvale, CA 94086, USA (“AOS”).
ALPHA AND OMEGA SEMICONDUCTOR LIMITED 2000 SHARE PLAN INCENTIVE STOCK OPTION AGREEMENTOption Agreement • March 31st, 2010 • ALPHA & OMEGA SEMICONDUCTOR LTD • California
THIS INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”), is made and entered into as of the date set forth in Item E above (the “Effective Date”) between Alpha and Omega Semiconductor Limited, an Islands of Bermuda exempted company (the “Company”) and the person named in Item A above (“Optionee”).
ContractALPHA & OMEGA SEMICONDUCTOR LTD • August 23rd, 2018 • Semiconductors & related devices
NOTE: Portions of this Exhibit are the subject of a Confidential Treatment Request by the Registrant to the Securities and Exchange Commission (the “Commission”). Such portions have been redacted and are marked with a “[***]” in the place of the redacted language. The redacted information has been filed separately with the Commission.
Director Annual Grant ALPHA AND OMEGA SEMICONDUCTOR LIMITED SHARE OPTION AGREEMENTALPHA & OMEGA SEMICONDUCTOR LTD • November 6th, 2013 • Semiconductors & related devices • California
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • February 9th, 2017 • ALPHA & OMEGA SEMICONDUCTOR LTD • Semiconductors & related devices
This Indemnification Agreement (“Agreement”) is made as of [ ], by and between Alpha and Omega Semiconductor Limited, an exempted limited liability company organized under the laws of Bermuda (the “Company”), and [ ] (“Indemnitee”).
Purchaser) And Alpha & Omega Semiconductor (Shanghai) Ltd. And Agape Package Manufacturing (Shanghai) Limited (Seller) Regarding Chongqing Alpha and Omega Semiconductor Limited Equity Transfer Agreement [*] = Certain confidential information contained...ALPHA & OMEGA SEMICONDUCTOR LTD • February 9th, 2022 • Semiconductors & related devices
This Agreement regarding the Equity Transfer of Chongqing Alpha and Omega Semiconductor Limited (hereinafter referred to as this “Agreement”) is executed on December 1, 2021 (hereinafter referred to as the “Execution Date of This Agreement”)by and among the following parties in Shanghai:
2181-00922/00973189;} 1 SECOND AMENDMENT TO LEASE This SECOND AMENDMENT TO LEASE (“Amendment”) is made this 30th day of January, 2020 (the “Effective Date”), by and between ECI FIVE 475 OAKMEAD LLC, a Delaware limited liability company (“Landlord”),...ALPHA & OMEGA SEMICONDUCTOR LTD • August 30th, 2021 • Semiconductors & related devices • California
ContractShareholders Contract • September 20th, 2022 • ALPHA & OMEGA SEMICONDUCTOR LTD • Semiconductors & related devices
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
FORM OF ALPHA AND OMEGA SEMICONDUCTOR LIMITED RESTRICTED SHARE UNIT ISSUANCE AGREEMENTALPHA & OMEGA SEMICONDUCTOR LTD • May 9th, 2014 • Semiconductors & related devices • California
Vesting Schedule: The Restricted Share Units shall vest with respect to the Shares in a series of four (4) successive equal quarterly installments upon the Participant’s completion of each three (3)-month period of Board service over the one (1)-year period measured from the Award Date. Notwithstanding the foregoing, if the Company’s regular annual shareholders meeting for the calendar year immediately following the Award Date occurs prior to the one (1)-year period measured from the Award Date, then the last quarterly installment shall automatically vest on the date of such annual shareholders meeting, but only if the Participant continues in Board service through the date of such meeting. The Shares shall also be subject to accelerated vesting in accordance with the provisions of Paragraphs 3 and 5.
ALPHA AND OMEGA SEMICONDUCTOR LIMITED AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT December 29, 2006Investors Rights Agreement • March 31st, 2010 • ALPHA & OMEGA SEMICONDUCTOR LTD • California
This Amended and Restated Investors Rights Agreement is made as of December 29, 2006 (the “Agreement”), by and among Alpha and Omega Semiconductor Limited, an exempted company incorporated with limited liability and existing under the laws of Bermuda (the “Company”), the holders of Series A Preferred Shares of the Company (the “Series A Investors”; listed on Exhibit A to this Agreement), the holders of Series B Preferred Shares of the Company (the “Series B Investors”; listed on Exhibit B to this Agreement), the holders of Series C Preferred Shares of the Company (the “Series C Investors”; listed on Exhibit C to this Agreement) and the additional Series C Investors (the “Additional Series C Investors”) who may become parties to this Agreement in accordance with Section 6.2 hereof. Each of the Series A Investors, Series B Investors, Series C Investors and Additional Series C Investors is referred to hereinafter as an “Investor,” and the Series A Investors, Series B Investors, Series C I
The fourth Supplementary Agreement to the Joint Venture Contract on Incorporation of Chongqing Alpha and Omega Semiconductor LimitedSupplementary Agreement • February 9th, 2022 • ALPHA & OMEGA SEMICONDUCTOR LTD • Semiconductors & related devices
This Supplementary Agreement (this " Supplementary Agreement ") is entered into in and becomes effective on December 1, 2021 (the "Effective Date") by and among the following Parties in Chongqing:
First Addendum to the FOUNDRY AGREEMENTALPHA & OMEGA SEMICONDUCTOR LTD • March 31st, 2010
THIS First Addendum to the Foundry Agreement by and between Hua Hong NEC Electronics Company Limited, a Chinese limited liability company with offices at No. 1188 Chuan Qiao Road, Pu Dong New District, Shanghai, China (“HHNEC”), and Alpha and Omega Semiconductor Limited, a Bermuda exempted company with offices at 495 Mercury Drive, Sunnyvale, California 94085, USA (“AOS”), is made effective as of this 28th day of July, 2005, pursuant to Section 10.9 of the Foundry Agreement (dated January 10, 2002 by and between HHNEC and AOS).
First Amendment of Supplement to Distribution AgreementSupplement to Distribution Agreement • September 9th, 2011 • ALPHA & OMEGA SEMICONDUCTOR LTD • Semiconductors & related devices
This is an Amendment to the Supplement to Distribution Agreement dated July 27, 2010 (“the Agreement”) between Alpha & Omega Semiconductor (Hong Kong) Limited (“AOS”) and Frontek Technology Corporation (the “Distributor”). This Amendment will come into effect from April 21, 2011 (“Effective Date”) after it is duly signed by both parties. All expressions not defined here shall have the same meaning as they have in the Agreement. Except to the extent modified by this Amendment, all provisions of the Agreement shall remain in effect. The parties agree following amendments to the Agreement:
Technology License AgreementTechnology License Agreement • March 31st, 2010 • ALPHA & OMEGA SEMICONDUCTOR LTD
This Technology License Agreement (“Agreement”) is entered into on July 20, 2005 (“Effective Date”) by and between Agape Package Manufacturing Limited, organized under the laws of Cayman Islands with the principal office at Shanghai, China (hereinafter referred to as “APM”) and Alpha & Omega Semiconductor Limited, organized under the laws of Bermuda with the principal office at Sunnyvale, California, USA (hereinafter referred to as “AOS”).
March 26, 2015Advisory Services Agreement • March 27th, 2015 • ALPHA & OMEGA SEMICONDUCTOR LTD • Semiconductors & related devices • California
This letter sets forth the terms of the agreement between you and Alpha and Omega Semiconductor Limited (the “Company” or “AOS”) in connection with the separation of your employment with AOS (the “Separation Agreement”).
NON-EXCLUSIVE DISTRIBUTOR AGREEMENTNon-Exclusive Distributor Agreement • September 2nd, 2010 • ALPHA & OMEGA SEMICONDUCTOR LTD • Semiconductors & related devices • California
This Non-Exclusive Distributor Agreement (the “Agreement”) is made and entered into as of this 27 day of July, 2010 (“Effective Date”), by and between ALPHA & OMEGA SEMICONDUCTOR (HONG KONG) LIMITED, a company duly organized and existing under the laws of Hong Kong, SAR, PRC, with its principle place of business at Room 701, Tesbury Center, 24-32 Queen’s Road East Wanchai, Hongkong (hereinafter referred to as “AOS”) and FRONTEK TECHNOLOGY CORPORATION, a company duly organized and existing under the laws of Taiwan, with its principle place of business at 7F, NO. 435, Ruei-Guang Road, Neihu, Taipei Taiwan, R.O.C. (hereinafter referred to as “Distributor”).
AMENDMENT TO MARKET PERFORMANCE RESTRICTED SHARE UNIT AGREEMENTMarket Performance Restricted Share Unit Agreement • November 6th, 2020 • ALPHA & OMEGA SEMICONDUCTOR LTD • Semiconductors & related devices
This Amendment (the “Amendment”), effective as of ______ __, 2020, is entered into by and between ____________ (“Participant”) and Alpha and Omega Semiconductor Limited, an exempt liability company organized under the laws of Bermuda (the “Company”). All capitalized terms not defined herein shall have the meaning set forth in the Market Performance Restricted Share Unit Agreement dated July _, 2018 (the “Agreement”).
ALPHA AND OMEGA SEMICONDUCTOR INCOPORATED CONSULTING AGREEMENTConsulting Agreement • May 9th, 2014 • ALPHA & OMEGA SEMICONDUCTOR LTD • Semiconductors & related devices • California
This Consulting Agreement (the “Agreement”) is entered into on February 3, 2014 by and between Alpha and Omega Semiconductor Limited, a Bermuda exempted company, and its affiliates (together, the “Company”), and Mary Dotz (“Consultant”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • March 31st, 2010 • ALPHA & OMEGA SEMICONDUCTOR LTD • California
This Indemnification Agreement (“Agreement”) is made as of by and between Alpha and Omega Semiconductor Limited, a Bermudian company (the “Company”), and (“Indemnitee”).
Settlement and Cross License AgreementSettlement and Cross License Agreement • March 31st, 2010 • ALPHA & OMEGA SEMICONDUCTOR LTD • California
This Settlement and Cross License Agreement (this “Agreement”), effective as of the 17th day of October, 2008 (the “Effective Date”), is made and entered into between Fairchild Semiconductor Corporation, a corporation incorporated under the laws of Delaware and having a principal place of business at 82 Running Hill Road, South Portland, ME 04106, Fairchild Semiconductor International, Inc., a corporation incorporated under the laws of Delaware, and their Subsidiaries (collectively “Fairchild”) on the one hand; and Alpha & Omega Semiconductor, Inc., a corporation incorporated under the laws of California and having a principal place of business at 495 Mercury Drive, Sunnyvale, CA 94085, and Alpha & Omega Semiconductor, Ltd., a corporation incorporated under the laws of Bermuda, and their Subsidiaries (collectively “AOS”) on the other hand (each a “party” and collectively the “parties”).
ContractALPHA & OMEGA SEMICONDUCTOR LTD • August 23rd, 2018 • Semiconductors & related devices
NOTE: Portions of this Exhibit are the subject of a Confidential Treatment Request by the Registrant to the Securities and Exchange Commission (the “Commission”). Such portions have been redacted and are marked with a “[***]” in the place of the redacted language. The redacted information has been filed separately with the Commission.
Third Addendum to Foundry AgreementTo Foundry Agreement • August 31st, 2012 • ALPHA & OMEGA SEMICONDUCTOR LTD • Semiconductors & related devices • Hong Kong
This is the third addendum (the “Third Addendum”) to the Foundry Agreement dated January 10, 2002 (the “Foundry Agreement”) is made effective as of January 9, 2012 (the “Effective Date”) by and between Alpha and Omega Semiconductor Limited (“AOS”) and Shanghai Hua Hong NEC Electronics Company Limited (“HHNEC”), as amended by the First Addendum signed by the Parties on July 28, 2005 and the Second Addendum signed by the Parties on April 11, 2007. All expressions not defined here shall have the same meaning as they have in the Foundry Agreement. Except to the extent modified by this Third Addendum, all other provisions of the Foundry Agreement shall remain in fill effect.
Amendment No. 1 to Technology License AgreementTechnology License Agreement • September 2nd, 2010 • ALPHA & OMEGA SEMICONDUCTOR LTD • Semiconductors & related devices
This Amendment No. 1 (the “Amendment”) to the Technology License Agreement dated July 20, 2005 (the “Agreement”) by and between Alpha and Omega Semiconductor Limited, a Bermuda exempted company (“AOS”) and Agape Package Manufacturing Limited, a Cayman Islands exempted company (“APM”) is entered into as of July [16], 2010, pursuant to Section 11.2 of the Agreement. All expressions not defined in this Amendment shall have the same meaning as they have in the Agreement. Except to the extent modified by this Amendment, all provisions of the Agreement shall remain in full force and effect.
ALPHA AND OMEGA SEMICONDUCTOR LIMITED SHARE OPTION AGREEMENTShare Option Agreement • September 2nd, 2010 • ALPHA & OMEGA SEMICONDUCTOR LTD • Semiconductors & related devices • California
Third Supplemental Agreement to the Joint Venture Contract on Incorporation of Chongqing Alpha and Omega Semiconductor Limited (“Joint Venture”)Third Supplemental Agreement • May 11th, 2020 • ALPHA & OMEGA SEMICONDUCTOR LTD • Semiconductors & related devices
This supplemental agreement (“Agreement”) is entered into by and among the following parties in Chongqing and becomes effective on December 19, 2018 (“Date of Effectiveness”):
