ALPHA AND OMEGA SEMICONDUCTOR INCORPORATED RESTRICTED SHARES PURCHASE AGREEMENTRestricted Shares Purchase Agreement • March 31st, 2010 • ALPHA & OMEGA SEMICONDUCTOR LTD • California
This Restricted Shares Purchase Agreement (the “Agreement”) is made as of the day of , 2000, by and among Alpha And Omega Semiconductor Limited, a Bermuda exempted company (the “Company”), (“Purchaser”) and the escrow agent of the Company (as the Escrow Agent under Section 4 of this Agreement).
NON-EXCLUSIVE DISTRIBUTOR AGREEMENTNon-Exclusive Distributor Agreement • March 31st, 2010 • ALPHA & OMEGA SEMICONDUCTOR LTD • California
This Non-Exclusive Distributor Agreement (the “Agreement”) is made and entered into as of this 1st day of August, 2005, by and between ALPHA AND OMEGA SEMICONDUCTOR (HONG KONG) LIMITED, (hereinafter referred to as “AOS”) and FRONTEK TECHNOLOGY CO., a Taiwanese company, with its principal office at 5F, No. 128, Lane 235, Bauchiau Rd., Taipei, Taiwan (hereinafter referred to as the “Distributor”).
FOUNDRY AGREEMENTFoundry Agreement • March 31st, 2010 • ALPHA & OMEGA SEMICONDUCTOR LTD • California
THIS FOUNDRY AGREEMENT (this “Agreement”) is made as of January 10, 2002 (the “Effective Date”) by and between Hua Hong NEC Electronics Company Limited, a company incorporated under the laws of the People’s Republic of China (the “PRC”), whose principal offices is at No. 1188 Chuan Qiao Road, Pu Dong New District, Shanghai, China (“HHNEC”); and Alpha and Omega Semiconductor Limited, a company incorporated under the laws of Bermuda, whose registered office is at 479 East Evelyn Avenue, Sunnyvale, CA 94086, USA (“AOS”).
ALPHA AND OMEGA SEMICONDUCTOR LIMITED 2000 SHARE PLAN INCENTIVE STOCK OPTION AGREEMENTOption Agreement • March 31st, 2010 • ALPHA & OMEGA SEMICONDUCTOR LTD • California
THIS INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”), is made and entered into as of the date set forth in Item E above (the “Effective Date”) between Alpha and Omega Semiconductor Limited, an Islands of Bermuda exempted company (the “Company”) and the person named in Item A above (“Optionee”).
ALPHA AND OMEGA SEMICONDUCTOR LIMITED AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT December 29, 2006Investors Rights Agreement • March 31st, 2010 • ALPHA & OMEGA SEMICONDUCTOR LTD • California
This Amended and Restated Investors Rights Agreement is made as of December 29, 2006 (the “Agreement”), by and among Alpha and Omega Semiconductor Limited, an exempted company incorporated with limited liability and existing under the laws of Bermuda (the “Company”), the holders of Series A Preferred Shares of the Company (the “Series A Investors”; listed on Exhibit A to this Agreement), the holders of Series B Preferred Shares of the Company (the “Series B Investors”; listed on Exhibit B to this Agreement), the holders of Series C Preferred Shares of the Company (the “Series C Investors”; listed on Exhibit C to this Agreement) and the additional Series C Investors (the “Additional Series C Investors”) who may become parties to this Agreement in accordance with Section 6.2 hereof. Each of the Series A Investors, Series B Investors, Series C Investors and Additional Series C Investors is referred to hereinafter as an “Investor,” and the Series A Investors, Series B Investors, Series C I
First Addendum to the FOUNDRY AGREEMENTALPHA & OMEGA SEMICONDUCTOR LTD • March 31st, 2010
THIS First Addendum to the Foundry Agreement by and between Hua Hong NEC Electronics Company Limited, a Chinese limited liability company with offices at No. 1188 Chuan Qiao Road, Pu Dong New District, Shanghai, China (“HHNEC”), and Alpha and Omega Semiconductor Limited, a Bermuda exempted company with offices at 495 Mercury Drive, Sunnyvale, California 94085, USA (“AOS”), is made effective as of this 28th day of July, 2005, pursuant to Section 10.9 of the Foundry Agreement (dated January 10, 2002 by and between HHNEC and AOS).
Technology License AgreementTechnology License Agreement • March 31st, 2010 • ALPHA & OMEGA SEMICONDUCTOR LTD
This Technology License Agreement (“Agreement”) is entered into on July 20, 2005 (“Effective Date”) by and between Agape Package Manufacturing Limited, organized under the laws of Cayman Islands with the principal office at Shanghai, China (hereinafter referred to as “APM”) and Alpha & Omega Semiconductor Limited, organized under the laws of Bermuda with the principal office at Sunnyvale, California, USA (hereinafter referred to as “AOS”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • March 31st, 2010 • ALPHA & OMEGA SEMICONDUCTOR LTD • California
This Indemnification Agreement (“Agreement”) is made as of by and between Alpha and Omega Semiconductor Limited, a Bermudian company (the “Company”), and (“Indemnitee”).
Settlement and Cross License AgreementSettlement and Cross License Agreement • March 31st, 2010 • ALPHA & OMEGA SEMICONDUCTOR LTD • California
This Settlement and Cross License Agreement (this “Agreement”), effective as of the 17th day of October, 2008 (the “Effective Date”), is made and entered into between Fairchild Semiconductor Corporation, a corporation incorporated under the laws of Delaware and having a principal place of business at 82 Running Hill Road, South Portland, ME 04106, Fairchild Semiconductor International, Inc., a corporation incorporated under the laws of Delaware, and their Subsidiaries (collectively “Fairchild”) on the one hand; and Alpha & Omega Semiconductor, Inc., a corporation incorporated under the laws of California and having a principal place of business at 495 Mercury Drive, Sunnyvale, CA 94085, and Alpha & Omega Semiconductor, Ltd., a corporation incorporated under the laws of Bermuda, and their Subsidiaries (collectively “AOS”) on the other hand (each a “party” and collectively the “parties”).
EXHIBIT A SHARE OPTION AGREEMENTShare Option Agreement • March 31st, 2010 • ALPHA & OMEGA SEMICONDUCTOR LTD • California
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2010 • ALPHA & OMEGA SEMICONDUCTOR LTD • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of the day of 2010 by and between Alpha and Omega Semiconductor Limited, a company incorporated and existing under the laws of the Islands of Bermuda (the “Company”), and Mike F. Chang (the “Executive”).
Second Addendum to the FOUNDRY AGREEMENTFoundry Agreement • March 31st, 2010 • ALPHA & OMEGA SEMICONDUCTOR LTD
THIS Second Addendum (the “Second Addendum”) to the Foundry Agreement dated January 10, 2002 (the “Foundry Agreement”) is made effective as of the 11th day of April, 2007 (“Effective Date”) by and between Shanghai Hua Hong NEC Electronics Company Limited., a Chinese limited liability company with offices at No. 1188 Chuan Qiao Road, Pu Dong New District, Shanghai, China (“HHNEC”), and Alpha and Omega Semiconductor Limited, a Bermuda exempted company with offices at 495 Mercury Drive, Sunnyvale, California 94085, USA (“AOS”).
GUARANTEEGuarantee • March 31st, 2010 • ALPHA & OMEGA SEMICONDUCTOR LTD • California
THIS GUARANTEE is made by Alpha and Omega Semiconductor Limited, a company incorporated in Bermuda on September 27, 2000 as an exempted limited liability company, registered office address: Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda (“Guarantor”) for the benefit of OA Oakmead II, LLC, a Delaware limited liability company (“Landlord”). It is dated for reference purposes only as of January 5, 2010.
Shanghai Hua Hong NEC Electronics Company, Limited Foundry Service AgreementALPHA & OMEGA SEMICONDUCTOR LTD • March 31st, 2010 • Hong Kong
This Agreement is entered into as of the Effective Date November 2, 2009 by and between Alpha and Omega Semiconductor (Macau) Limited, a corporation organized under the laws of Macau having its principal place of business at 25/F, Unit D, 429 Avenida Da Praia Grande, Macau (hereinafter referred to as “Customer”), and Shanghai Hua Hong NEC Electronics Company. LTD., a corporation organized under the laws of P.R.China having its principal place of business at No.1188 Chuan Qiao Rd, PuDong, Shanghai, P.R.China (hereinafter referred to as “Hua Hong NEC”), each referred to individually as a “Party” and collectively as the “Parties”.
LEASE DATED December 23, 2009 BY AND BETWEEN OA Oakmead II, LLC, a Delaware limited liability company, as Landlord and Alpha and Omega Semiconductor, Inc., a California corporation, as Tenant AFFECTING PREMISES COMMONLY KNOWN AS 475 Oakmead Parkway...Tenant Improvement Agreement • March 31st, 2010 • ALPHA & OMEGA SEMICONDUCTOR LTD • California
This Lease is dated as of the lease reference date specified in Section A of the Summary and is made by and between the party identified as Landlord in Section B of the Summary and the party identified as Tenant in Section C of the Summary.
