COMMON STOCKUnderwriting Agreement • February 24th, 2000 • Integrated Silicon Solution Inc • Semiconductors & related devices • New York
1 EXHIBIT 10.15 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • December 16th, 1998 • Integrated Silicon Solution Inc • Semiconductors & related devices • Delaware
R E C I T A L SRegistration Rights Agreement • January 29th, 1998 • Integrated Silicon Solution Inc • Semiconductors & related devices • California
1 EXHIBIT 10.26 Amendment to Option I Agreement This Amendment, made to Option I Agreement between Integrated Silicon Solution (Taiwan), Inc. and Taiwan Semiconductor Manufacturing Co, Ltd., dated April 21, 1995 (the "Option Agreement"), is effective...Option Agreement • May 5th, 1997 • Integrated Silicon Solution Inc • Semiconductors & related devices
BY AND AMONGAgreement and Plan of Reorganization • December 12th, 1997 • Integrated Silicon Solution Inc • Semiconductors & related devices • California
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN UPHILL INVESTMENT CO., AND INTEGRATED SILICON SOLUTION, INC. Dated as of March 12, 2015Merger Agreement • March 12th, 2015 • Integrated Silicon Solution Inc • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 12, 2015 by and between Uphill Investment Co., a PRC limited liability company (“Parent”), and Integrated Silicon Solution, Inc., a Delaware corporation (the “Company”).
EXHIBIT 2.1 COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 14th, 1998 • Integrated Silicon Solution Inc • Semiconductors & related devices • California
6,100,000 Shares Integrated Silicon Solution, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 27th, 2004 • Integrated Silicon Solution Inc • Semiconductors & related devices • New York
THIS AGREEMENT is made on March 12, 2015 BETWEEN WHEREASEscrow Agreement • March 12th, 2015 • Integrated Silicon Solution Inc • Semiconductors & related devices
Termination Fee (as defined in the Merger Agreement), in each case, under specified circumstances pursuant to Section 8.3(c) of the Merger Agreement. Uphill hereby designates Summitview Capital Pujiang Fund to deposit such amount equal to the Escrow Moneys under the Merger Agreement, and Summitview Capital Pujiang Fund hereby designates Party A as the party that opens an account for and pays such portion of the Reverse Termination Fee;
PURCHASE AGREEMENTPurchase Agreement • December 6th, 2012 • Integrated Silicon Solution Inc • Semiconductors & related devices • California
THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) is dated as of July 30, 2012 (the “Effective Date”) by and between SCOTT M. COOLEY, an individual (“Seller”), and INTEGRATED SILICON SOLUTION, INC., a Delaware corporation (“Buyer”).
AMENDMENT NO. 4 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 19th, 2015 • Integrated Silicon Solution Inc • Semiconductors & related devices • Delaware
This Amendment No. 4 to the Agreement and Plan of Merger (this “Amendment”), dated as of June 18, 2015, is made by and among Uphill Investment Co., a PRC limited liability company (“Parent”), Indigo Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and Integrated Silicon Solution, Inc., a Delaware corporation (the “Company”).
JOINDER AGREEMENTJoinder Agreement • May 5th, 2015 • Integrated Silicon Solution Inc • Semiconductors & related devices • Delaware
This JOINDER AGREEMENT, dated as of March 25, 2015 (this “Agreement”), is made and entered into by and among Uphill Investment Co., a PRC limited liability company (“Parent”), Indigo Acquisition Sub, Inc., a Delaware corporation and wholly-owned (direct or indirect) subsidiary of Parent (“Acquisition Sub”) and Integrated Silicon Solution Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement and Plan of Merger, dated as of March 12, 2015 (the “Merger Agreement”).
EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement • February 28th, 2002 • Integrated Silicon Solution Inc • Semiconductors & related devices • California
INTEGRATED SILICON SOLUTION, INC. STAND-ALONE STOCK OPTION AGREEMENTStand-Alone Stock Option Agreement • February 23rd, 2006 • Integrated Silicon Solution Inc • Semiconductors & related devices • California
INTEGRATED SILICON SOLUTION, INC. STOCK APPRECIATION RIGHT AGREEMENT FOR NON- OFFICER EMPLOYEESStock Appreciation Right Agreement • November 12th, 2013 • Integrated Silicon Solution Inc • Semiconductors & related devices • California
Unless otherwise defined herein, the terms defined in the Integrated Silicon Solution, Inc. 2007 Incentive Compensation Plan (the “Plan”) will have the same meanings in this Stock Appreciation Right Agreement (the “Agreement”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 29th, 2015 • Integrated Silicon Solution Inc • Semiconductors & related devices • Delaware
This Amendment No. 1 to the Agreement and Plan of Merger (this “Amendment”), dated as of April 28, 2015, is made by and among Uphill Investment Co., a PRC limited liability company (“Parent”), Indigo Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and Integrated Silicon Solution, Inc., a Delaware corporation (the “Company”).
INTEGRATED SILICON SOLUTION, INC. PROMISE TO MAKE CASH PAYMENT AND OPTION AMENDMENT (for “In the Money” Options)Promise to Make Cash Payment and Option Amendment • June 15th, 2007 • Integrated Silicon Solution Inc • Semiconductors & related devices
Integrated Silicon Solution, Inc. (the “Company”) and [OPTIONEE NAME] (the “Optionee”) are parties to the stock option agreements listed on Exhibit A (“Agreements”) granting Optionee options (the “Options”) to purchase shares of the Company’s common stock subject to the terms of the Integrated Silicon Solution, Inc. 1998 Stock Plan or the Integrated Silicon Solution, Inc. Nonstatutory Stock Plan.
November 28, 2007 Bryant R. Riley Riley Investment Management LLC 11000 Santa Monica Boulevard Suite 810 Los Angeles, CA 90025Tender Offer Agreement • December 3rd, 2007 • Integrated Silicon Solution Inc • Semiconductors & related devices
This letter is intended to reflect our recent discussions. To confirm your agreement to the matters herein, please sign and return this letter to me.
AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 11th, 2015 • Integrated Silicon Solution Inc • Semiconductors & related devices • Delaware
This Amendment No. 3 to the Agreement and Plan of Merger (this “Amendment”), dated as of June 11, 2015, is made by and among Uphill Investment Co., a PRC limited liability company (“Parent”), Indigo Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and Integrated Silicon Solution, Inc., a Delaware corporation (the “Company”).
INTEGRATED SILICON SOLUTION, INC. CHANGE IN CONTROL AGREEMENTChange in Control Agreement • May 11th, 2009 • Integrated Silicon Solution Inc • Semiconductors & related devices • California
This Change in Control Agreement (the “Agreement”) is made and entered into by and between (“Executive”) and Integrated Silicon Solution, Inc. (the “Company”), effective as of , 2009 (the “Effective Date”).
INTEGRATED SILICON SOLUTION, INC. STOCK APPRECIATION RIGHT AGREEMENT FOR OFFICERSStock Appreciation Right Agreement • November 12th, 2013 • Integrated Silicon Solution Inc • Semiconductors & related devices • California
Unless otherwise defined herein, the terms defined in the Integrated Silicon Solution, Inc. 2007 Incentive Compensation Plan (the “Plan”) will have the same meanings in this Stock Appreciation Right Agreement (the “Agreement”).
SIDE LETTERSide Letter • December 14th, 2012 • Integrated Silicon Solution Inc • Semiconductors & related devices
THIS SIDE LETTER (this “Agreement”) is entered into as of August 31, 2012 (the “Agreement Date”), by and between Nanya Plastic Corporation (“NPC”), a company incorporated under the laws of the Republic of China (“ROC” or “Taiwan”) with the principal place of business at 3F, No. 201 Tung-Hwa North Road, Taipei, Taiwan and Integrated Circuit Solution Inc. (the “ICSI”), a company incorporated under the laws of ROC with the principal place of business at No. 2, Technology 5th Rd., Science-Based Industrial Park, Hsin-Chu 300, Taiwan (NTC and ICSI are each referred to, individually as a “Party,” and collectively as the “Parties”).
November 28, 2007 Melvin L. Keating President & CEO, Alliance Semiconductor Santa Clara, CA. 95054Tender Offer Agreement • December 3rd, 2007 • Integrated Silicon Solution Inc • Semiconductors & related devices
This letter is intended to reflect our recent discussions. To confirm your agreement to the matters herein, please sign and return this letter to me.
SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • December 14th, 2012 • Integrated Silicon Solution Inc • Semiconductors & related devices
THIS SHARE SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of August 31, 2012 (the “Agreement Date”), by and between Nanya Technology Corporation (“NTC”), a company incorporated under the laws of the Republic of China (“ROC” or “Taiwan”) with the principal place of business at Hwa-Ya Technology Park 669, Fuhsing 3 Rd., Kueishan, Taoyuan, Taiwan and Integrated Circuit Solution Inc. (the “ICSI”), a company incorporated under the laws of ROC with the principal place of business at No. 2, Technology 5th Rd., Science-Based Industrial Park, Hsin-Chu 300, Taiwan (NTC and ICSI are each referred to, individually as a “Party,” and collectively as the “Parties”).
STANDSTILL AGREEMENTStandstill Agreement • December 3rd, 2007 • Integrated Silicon Solution Inc • Semiconductors & related devices • Delaware
This STANDSTILL AGREEMENT (this “Agreement”) is made as of November 28, 2007, by and among Integrated Silicon Solution, Inc., a Delaware corporation (“Company”), Riley Investment Management, LLC, a Delaware limited liability company, Riley Investment Partners Master Fund, L.P., a Cayman Islands limited partnership, Bryant R. Riley, B. Riley & Co. Retirement Trust, a California trust, and B. Riley & Co., LLC, a Delaware limited liability company (collectively, the “Holders”).
English Translation) SHARE PURCHASE AGREEMEMTShare Purchase Agreement • September 20th, 2012 • Integrated Silicon Solution Inc • Semiconductors & related devices
August 28, 2006 Bryant R. Riley Riley Investment Management LLC 11000 Santa Monica Boulevard Suite 810 Los Angeles, CA 90025Board Appointment Agreement • August 30th, 2006 • Integrated Silicon Solution Inc • Semiconductors & related devices
This letter is in response to your letter dated August 15, 2006 addressed to me as Chairman of Integrated Silicon Solution, Inc. (“ISSI”) and is intended to reflect our recent discussions. To confirm your agreement to the matters herein, please sign and return this letter to me.
STANDSTILL AGREEMENTStandstill Agreement • December 3rd, 2007 • Integrated Silicon Solution Inc • Semiconductors & related devices • Delaware
This Standstill Agreement (this “Agreement”) is made as of November 28, 2007, by and among Integrated Silicon Solution, Inc., a Delaware corporation (“Company”), Trust A-4 - Lloyd I. Miller, an Ohio trust (“Trust A-4”), Trust C - Lloyd I. Miller, an Ohio trust (“Trust C” and collectively with Trust A-4 referred to herein as the “Trust Entities”), Milgrat I(OOOOO) (“Milgrat 1”), an Ohio trust, Milgrat II(FF), an Ohio trust (“Milgrat 2”), Milgrat I(XXX), an Ohio trust (“Milgrat 3”), Milgrat I(ZZZZ), an Ohio trust (“Milgrat 4” and collectively with Milgrat 1, Milgrat 2 and Milgrat 3 referred to herein as the “Milgrats”), and Milfam II L.P., a Georgia limited partnership (“Milfam II” and collectively with the Milgrats referred to herein as the “Milfam Entities”) and Lloyd I. Miller, III (“Miller”). The Milfam Entities and the Trust Entities are collectively referred to herein as the “Holders.” As of the date hereof, the Trust Entities held an aggregate of 1,728,591 shares of the Company’s
EQUIPMENT LEASE AGREEMENTEquipment Lease Agreement • May 5th, 2015 • Integrated Silicon Solution Inc • Semiconductors & related devices
THIS LEASE AGREEMENT (hereinafter referred to as this "Lease" , is made as of April 20, 2015 (the “Effective Date” ) by and between Integrated Silicon Solution, Inc., a company duly organized and existing under the laws of the State of Delaware of the United States of America, having its registered business office at 1623 Buckeye Drive, Milpitas, California, 95035-7423 USA (hereinafter referred to as "Lessor") and Powerchip Technology Corporation, a company duly organized and existing under the laws of the Republic of China (R.O.C). , having its registered business office at No. 12, Li-Hsin 1st Rd., Hsinchu Science Park, Hsinchu, Taiwan, R.O.C. (hereinafter referred to as "Lessee") .
December 5, 2006 Bryant R. Riley Riley Investment Management LLC 11000 Santa Monica Boulevard Suite 810 Los Angeles, CA 90025Letter Agreement • December 7th, 2006 • Integrated Silicon Solution Inc • Semiconductors & related devices
This letter is to confirm our recent discussions regarding the amendment of numbered paragraph 2 of that certain letter agreement dated August 28, 2006 (the “Letter Agreement”) among you and your affiliated entities and Integrated Silicon Solution, Inc. (“ISSI”). To confirm your agreement to the matters herein, please sign and return this letter to me.
INTEGRATED SILICON SOLUTION, INC. OPTION AMENDMENT (for “Out of the Money” Options)Option Amendment • June 15th, 2007 • Integrated Silicon Solution Inc • Semiconductors & related devices
Integrated Silicon Solution, Inc. (the “Company”) and [OPTIONEE NAME] (the “Optionee”) are parties to the stock option agreements listed on Exhibit A (“Agreements”) granting Optionee options (the “Options”) to purchase shares of the Company’s common stock subject to the terms of the Integrated Silicon Solution, Inc. 1998 Stock Plan or the Integrated Silicon Solution, Inc. Nonstatutory Stock Plan.
EQUIPMENT LEASE AGREEMENTEquipment Lease Agreement • May 5th, 2015 • Integrated Silicon Solution Inc • Semiconductors & related devices
THIS LEASE AGREEMENT (hereinafter referred to as this "Lease"), is made as of April 20, 2015 (the “Effective Date”) by and between Integrated Circuit Solution, Inc. (“ICSI”) a company duly organized and existing under the laws of the R.O.C., having its registered office at No. 2, Technology 5th Road, Science-Based Industrial Park, Hsinchu, Taiwan, R.O.C. (hereinafter referred to as "Lessor") and Powerchip Technology Corporation, a company duly organized and existing under the laws of the Republic of China (R.O.C.), having its registered business office at No. 12, Li-Hsin 1st Rd., Hsinchu Science Park, Hsinchu, Taiwan, R.O.C. (hereinafter referred to as "Lessee").
AMENDMENT NO. 5 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 23rd, 2015 • Integrated Silicon Solution Inc • Semiconductors & related devices • Delaware
This Amendment No. 5 to the Agreement and Plan of Merger (this “Amendment”), dated as of June 22, 2015, is made by and among Uphill Investment Co., a PRC limited liability company (“Parent”), Indigo Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and Integrated Silicon Solution, Inc., a Delaware corporation (the “Company”).
English Translation for Reference Only*) MERGER AGREEMENTMerger Agreement • January 28th, 2005 • Integrated Silicon Solution Inc • Semiconductors & related devices
STANDSTILL AGREEMENTStandstill Agreement • September 12th, 2006 • Integrated Silicon Solution Inc • Semiconductors & related devices • Delaware
This STANDSTILL AGREEMENT (this “Agreement”) is made as of September 7, 2006, by and among Integrated Silicon Solution, Inc., a Delaware corporation (“Company”), Riley Investment Management, LLC, a Delaware limited liability company, SACC Partners, LP, a Delaware limited partnership, Bryant R. Riley, B. Riley & Co. Retirement Trust, a California trust, and B. Riley & Co., Inc., a Delaware corporation (collectively, the “Holders”).
