DEPOSIT AGREEMENT by and among MagnaChip Semiconductor Corporation as Issuer, AND American Stock Transfer & Trust Company, LLC as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF DEPOSITARY SHARESDeposit Agreement • May 11th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices • New York
THIS DEPOSIT AGREEMENT, dated as of [ ], 2010, 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).
PLAN OF CONVERSIONPlan of Conversion • May 11th, 2010 • Magnachip Semiconductor LLC • Semiconductors & related devices • Delaware
This Plan of Conversion (the “Plan of Conversion”) is made and entered into effective as of [ ], 2010 (the “Effective Time”), by MagnaChip Semiconductor LLC, a Delaware limited liability company (the “LLC”), in accordance with the terms of the LLC’s Fifth Amended and Restated Limited Liability Company Operating Agreement dated February 12, 2010 (as amended from time to time, the “LLC Agreement”), the Delaware Limited Liability Company Act and Delaware General Corporation Law. Capitalized terms used but not otherwise defined in this Plan of Conversion have the meanings ascribed to such terms in the LLC Agreement.
