July 11, 1996
To the Venturers and USC:
This letter agreement clarifies the Stock Purchase Agreement ("SPA") among us
dated July 11, 1996 as follows:
- The purchase price per share under the SPA is New Taiwan
Dollars Ten (NT$10) per share, as stated in Paragraph 1.1.
- The option exercise price under Paragraph 5.1(b) is NT$10 per
share plus interest, as set forth in that Paragraph.
- The "Share %" column in the table in Paragraph 1.2 reflects
the correct share ownership of each party, assuming full
exercise by both S3 and Alliance of their options to purchase
under Paragraph 5.1(b).
- The amount to be paid by a party for its shares is the number
of shares purchased times the applicable purchase price per
share (NT$10 for new purchases and NT$10 plus interest for
option exercises).
- Discrepancies between the foregoing and the payment amounts in
the tables in Paragraphs 1.2 and 1.3 are the result of using
rounded-off amounts in the tables and are not intended to be
substantive.
CONFIRMED AND AGREED:
Alliance Semiconductor Corporation
/s/ N. D. Reddy
---------------
N.D. ▇▇▇▇▇, President
S3 Incorporated
/s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------
▇▇▇▇▇ ▇▇▇▇▇, President
United Microelectronics Corporation
/s/ ▇▇▇▇ ▇▇▇▇▇
--------------
▇▇▇▇ ▇▇▇▇▇, President
United Semiconductor Corporation
/s/ ▇▇▇ ▇▇▇ ▇▇▇
---------------
▇▇▇ ▇▇▇ ▇▇▇, President
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