6,131,111 Shares* GSI TECHNOLOGY, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 29th, 2007 • Gsi Technology Inc • Semiconductors & related devices • New York
GSI Technology, Inc., a Delaware corporation (the “Company”), proposes to issue and sell 6,131,111 shares (the “Firm Shares”) of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), to you and to the several other Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”) and Needham & Company, LLC and W.R. Hambrecht + Co., LLC are acting as joint book-running managers (the “Joint Book-running Managers”). The stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) have also agreed to grant to you and the other Underwriters an option (the “Option”) to purchase up to an additional 919,667 shares of Common Stock, on the terms and for the purposes set forth in Section 1(b) (the “Option Shares”). The Firm Shares and the Option Shares are referred to collectively herein as the “Shares.”
