SUBSCRIPTION AGREEMENT OF MAGNACHIP SEMICONDUCTOR LLC
Exhibit 10.51
OF
The undersigned, (the “Subscriber”), hereby subscribes to and for
common units (the “Units”) of MagnaChip Semiconductor LLC, a Delaware limited
liability company (the “Company”). Payment for the Units is being tendered herewith in the
form of a cash contribution to the capital of the Company in the sum of ZERO U.S. DOLLARS AND
FOURTEEN CENTS ($0.14) per Unit, for total consideration of U.S. DOLLARS
($ ).
This is to inform you that in connection with Subscriber’s purchase of the Units, Subscriber
is aware that the Units are not being registered under the Securities Act of 1933 (the “1933
Act”), or applicable state securities laws. Subscriber understands that the Units are being
offered and sold in reliance on the exemption from registration provided by Section 4(2) of the
1933 Act. Subscriber represents and warrants that (i) the Units are being acquired solely for
Subscriber’s own account, for investment purposes only, and are not for distribution, subdivision
or fractionalization thereof, and (ii) Subscriber has no agreement or other arrangement, formal or
informal, with any person to sell, transfer or pledge any part of the Units or which would
guarantee to Subscriber any profit, or protect Subscriber against any loss, with respect to this
investment and Subscriber has no plans to enter into any such agreement or arrangement.
The Subscriber has such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of an investment in the Company. The Subscriber has
sufficient financial resources to bear the loss of its entire investment in the Company. The Units
were not offered to the Subscriber by means of general solicitation, publicly disseminated
advertisement or sales literature. The Subscriber is an “accredited investor” as defined in
Regulation D under the Securities Act of 1933, as amended. If the Subscriber is not a citizen of
the United States of America, such Subscriber hereby represents that such Subscriber is satisfied
as to the full observance of the laws of such Subscriber’s jurisdiction in connection with the
acquisition of the Units. Such Subscriber’s acquisition of and continued ownership of, the Units
will not violate any applicable securities or other laws of such Subscriber’s jurisdiction.
Subscriber has consulted its own attorney, accountant and investment advisor with respect to
the subscription for the Units and acknowledges that the Company has made no representation, nor
provided any advice, with respect to the legal or tax consequences of the purchase and sale of the
Units.
Subscriber further understands that Subscriber must bear the economic risk of this investment
for an indefinite period of time because the Units cannot be resold or otherwise transferred unless
they are subsequently registered under the 1933 Act and applicable state securities laws are
complied with (which registration the Company is not obligated, and does not plan, to effect) or
exemptions therefrom are available.
Subscriber agrees to be a member of the Company, to be bound by the Fourth Amended and
Restated Limited Liability Company Operating Agreement of the Company and to perform the
Subscriber’s obligations thereunder in accordance with the terms thereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement effective this
___day of , 2009.
[Name of Subscriber]
MagnaChip Semiconductor LLC, a Delaware limited liability company, being authorized to issue
( )
Units to the Subscriber, hereby acknowledges receipt of a
cash contribution in the amount of ZERO U.S. DOLLARS AND FOURTEEN CENTS ($0.14) per Unit, for total
consideration paid of U.S. DOLLARS ($ ), accepts Subscriber’s
subscription, and agrees to issue to Subscriber (___) Units.
Accepted this ___day of , 2009.
| MAGNACHIP SEMICONDUCTOR LLC | ||||
| By: |
