SHARES STAKTEK HOLDINGS, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • January 20th, 2004 • Staktek Holdings Inc • Semiconductors & related devices • New York
Staktek Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) shares of its common stock, par value $0.001 per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional shares of its common stock, par value $0.001 per share (the “Additional Shares”), if and to the extent that you, as Managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock, par value $0.001 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Stock.”
CONFIDENTIAL TREATMENT REQUESTED – EDITED COPYVoting Trust Agreement • January 20th, 2004 • Staktek Holdings Inc • Semiconductors & related devices • Texas
THIS ESCROW AND TENDER AGENT AGREEMENT (as the same may be amended or modified from time to time, this “Agreement”) is made and entered into as of June 9, 2000 among Staktek Corporation, a Texas Corporation (“Staktek”), Samsung Electronics Co., Ltd., a Korean corporation, (“Samsung”), and CHASE BANK OF TEXAS, N.A., a national banking association with its principal offices in Houston, Harris County, Texas, as escrow and tender agent (the “Agent”).
AMENDMENT NO. 2 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 20th, 2004 • Staktek Holdings Inc • Semiconductors & related devices
This Amendment No. 2 to Executive Employment Agreement (this “Amendment”) is entered into as of January 14, 2004 by and between Staktek Corporation, a Texas corporation (the “Company”) and David G. Boone (“Executive;” collectively, the “Parties”). Capitalized terms not defined herein shall have the meaning ascribed to such terms in that certain Executive Employment Agreement, dated August 20, 2003, between the Company and the Executive, as amended by Amendment No. 1, dated November 19, 2004 (the “Agreement”). Each reference to a section number shall, unless otherwise expressly provided herein, refer to such enumerated section of the Agreement.
