OPTION AGREEMENTOption Agreement • March 31st, 2008 • MagnaChip Semiconductor CORP • Semiconductors & related devices • Delaware
THIS OPTION AGREEMENT, dated as of April 25, 2006, is executed by and between MagnaChip Semiconductor LLC, a Delaware limited liability company (the “Company”), and Brent A. Rowe (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.
FORM OF THIRD AMENDED AND RESTATED SECURITYHOLDERS’ AGREEMENT dated as of by and among MAGNACHIP SEMICONDUCTOR CORPORATION MAGNACHIP SEMICONDUCTOR LLC, CVC CAPITAL PARTNERS ASIA PACIFIC L.P., ASIA INVESTORS LLC, CVC CAPITAL PARTNERS ASIA PACIFIC II...Securityholders’ Agreement • March 31st, 2008 • MagnaChip Semiconductor CORP • Semiconductors & related devices • Delaware
THIS IS A THIRD AMENDED AND RESTATED SECURITYHOLDERS’ AGREEMENT dated as of [ ], 2008 among (i) MagnaChip Semiconductor Corporation, a Delaware corporation (the “Company”), (ii) MagnaChip Semiconductor LLC, a Delaware limited liability company (“MSLLC”), (iii) CVC Capital Partners Asia Pacific L.P., a Cayman Islands limited partnership (“CVC Asia LP”), Asia Investors LLC, a Delaware limited liability company (“Asia Investors”), CVC Capital Partners Asia Pacific II L.P., a Cayman Islands limited partnership (“CVC Asia II LP”) and CVC Capital Partners Asia Pacific II Parallel Fund—A, L.P., a Cayman Islands limited partnership (“CVC Asia II Parallel LP” and, collectively with CVC Asia LP, Asia Investors and CVC Asia II LP, “CVC Asia Pacific Investors”), (iv) Citigroup Venture Capital Equity Partners, L.P., a Delaware limited partnership (“CVC Equity Fund”), CVC Executive Fund LLC, a Delaware limited liability company (“CVC Executive Fund”), CVC/SSB Employee Fund, L.P., a Delaware limited
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 31st, 2008 • MagnaChip Semiconductor CORP • Semiconductors & related devices • Delaware
This AGREEMENT AND PLAN OF MERGER is dated as of , 2008 (this “Agreement”), by and among (i) MAGNACHIP SEMICONDUCTOR LLC, a Delaware limited liability company (the “Company”), (ii) MAGNACHIP SEMICONDUCTOR CORPORATION, a Delaware corporation (“Parent”), and (iii) MC MERGERSUB LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“MergerSub” and together with the Company and Parent, the “Parties”).
