●] Shares SITIME CORPORATION Common Stock ($0.0001 Par Value Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • October 23rd, 2019 • SITIME Corp • Semiconductors & related devices • New York
SiTime Corporation, a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”), an aggregate of [●] shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company is a subsidiary of MegaChips Corporation (“MegaChips”), a corporation organized under the laws of Japan. The Company also proposes to sell at the Underwriters’ option an aggregate of up to [●] additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 23rd, 2019 • SITIME Corp • Semiconductors & related devices • Delaware
This Indemnification Agreement (the “Agreement”), dated as of , 20 , between SiTime Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
SITIME CORPORATION CHANGE OF CONTROL AND SEVERANCE AGREEMENTChange of Control and Severance Agreement • October 23rd, 2019 • SITIME Corp • Semiconductors & related devices • California
This Change of Control Severance Agreement (this “Agreement”) is made and entered into effective as of (the “Effective Date”), by and between Rajesh Vashist (“Executive”) and SiTime Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.
SiTime DISTRIBUTION AGREEMENTDistribution Agreement • October 23rd, 2019 • SITIME Corp • Semiconductors & related devices
THIS DISTRIBUTION AGREEMENT (the “Agreement”), effective as of the Effective Date as defined below, and is made and entered into by and between SiTime Corporation (hereinafter referred to as “Manufacturer” or “SiTime”), a Delaware corporation, organized and existing under the laws of Delaware, USA, with offices located at 990 Almanor Ave, Sunnyvale, CA 94085, and MegaChips Corporation (hereinafter referred to as “Distributor”), a Japanese corporation, organized and existing under the laws of Japan, with offices located at 1-1-1 Miyahara, Yodogawa–ku, Osaka, 532-0003 Japan.
SITIME CORPORATION 2019 STOCK INCENTIVE PLAN (Adopted by the Board of Directors on __________, 2019) (Approved by the Stockholders on __________, 2019) (Effective on __________, 2019)2019 Stock Incentive Plan • October 23rd, 2019 • SITIME Corp • Semiconductors & related devices • Delaware
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. LOS ANGELES BRANCH CALIFORNIA BANK TRANSACTION AGREEMENT OF SiTime CorporationBank Transaction Agreement • October 23rd, 2019 • SITIME Corp • Semiconductors & related devices • California
This BANK TRANSACTION AGREEMENT (“Agreement”) is made and dated as of August 31st, 2015, by and between Si Time Corporation (“Borrower”), and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. (“Bank”).
LOAN AGREEMENTLoan Agreement • October 23rd, 2019 • SITIME Corp • Semiconductors & related devices
MegaChips Corporation, a company incorporated under the laws of Japan and having its principal place of business at Shin-Osaka Hankyu Building, 1-1-1 Miyahara, Yodogawa-ku, Osaka, 532-0003 Japan (hereinafter referred to as Lender); and
SITIME - BOSCH AMENDED AND RESTATED MANUFACTURING AGREEMENTManufacturing Agreement • October 23rd, 2019 • SITIME Corp • Semiconductors & related devices • California
This Amended and Restated Manufacturing Agreement (hereinafter the “Agreement”) is entered into as of 23 - Feb, 2017 (the “Effective Date”), by and between SiTime Corporation, a Delaware corporation, having its principal place of business at 5451 Patrick Henry Drive Santa Clara, CA 95054, (“SiTime” or “Buyer”) and Robert Bosch LLC, a Delaware limited liability company having its principal place of business at 38000 Hills Tech Drive, Farmington Hills, Michigan 48331 (“Bosch” or “Seller”). Buyer and Seller each may be referred to individually as a “Party” or collectively as the “Parties.”
MEGACHIPS CORPORATION SITIME CORPORATION RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • October 23rd, 2019 • SITIME Corp • Semiconductors & related devices • California
THIS RESTRICTED STOCK UNIT AGREEMENT (hereinafter, this “Agreement”) made as of the day of , 20 (the “Agreement Date”), between MegaChips Corporation, a Japanese corporation (“MCC”), and SiTime Corporation, a Delaware corporation (“SiTime”, together with MCC, the “Company”) on one hand, and (the “Participant”) on other hand.
SITIME - BOSCH AMENDMENT NO.1 TO AMENDED AND RESTATED MANUFACTURING AGREEMENTManufacturing Agreement • October 23rd, 2019 • SITIME Corp • Semiconductors & related devices
This Amendment No. 1 to Amended and Restated Manufacturing Agreement (this “Amendment”) is entered into as of August 1, 2018 (the “Effective Date”), by and between SiTime Corporation, a Delaware corporation, having its principal place of business at 5451 Patrick Henry Drive Santa Clara, CA 95054, (“SiTime” or “Buyer”) and Robert Bosch LLC, a Delaware limited liability company having its principal place of business at 38000 Hills Tech Drive, Farmington Hills, Michigan 48331 (“Bosch” or “Seller”). Buyer and Seller each may be referred to individually as a “Party” or collectively as the “Parties.”
LICENSE AGREEMENTLicense Agreement • October 23rd, 2019 • SITIME Corp • Semiconductors & related devices • Michigan
This License Agreement (the “Agreement”), effective on August 1, 2018 (the “Effective Date”), is entered into by and among Robert Bosch LLC (“Bosch”), a Delaware limited liability company with its principal place of business located at 38000 Hills Tech Drive, Farmington Hills, MI 48331, U.S.A and SiTime Corporation (“SiTime”), a Delaware corporation with a principal place of business located at 5451 Patrick Henry Drive, Santa Clara, CA 95054. Bosch and SiTime may be referred to collectively herein as the “Parties,” and each individually as a “Party.”
LEASE BETWEEN BATTON ASSOCIATES, LLC (“LESSOR”) AND SITIME CORPORATION (“LESSEE”) 5451 Patrick Henry Drive Santa Clara, CaliforniaLease • October 23rd, 2019 • SITIME Corp • Semiconductors & related devices • California
Integration and Purchase AgreementIntegration and Purchase Agreement • October 23rd, 2019 • SITIME Corp • Semiconductors & related devices • California
This Integration and Purchase Agreement (hereinafter the “Agreement”) is entered into as of March 15, 2019 (the “Effective Date”), by and between SiTime Corporation, a Delaware corporation, having its principal place of business at 5451 Patrick Henry Drive, Santa Clara, California 95054, (“SiTime” or “Seller”) and MegaChips Corporation, a Japanese corporation, having its registered address at: 1-1-1, Miyahara, Yodogawa, Osaka 532-0003, Japan, (“MCC” or “Buyer”). Buyer and Seller each may be referred to individually as a “Party” or collectively as the “Parties.”
UNCOMMITTED AND REVOLVING CREDIT LINE AGREEMENTUncommitted and Revolving Credit Line Agreement • October 23rd, 2019 • SITIME Corp • Semiconductors & related devices • New York
UNCOMMITTED AND REVOLVING CREDIT LINE AGREEMENT dated as of September 21, 2018 between SUMITOMO MITSUI BANKING CORPORATION, a Japanese banking corporation, having its offices at 555 California Street, Suite 3350, San Francisco, CA 94104 (the “BANK”), and SITIME CORPORATION, a corporation organized under the laws of California, having its offices at 5451 Patrick Henry Drive, Santa Clara, CA 95054 (the “BORROWER”). The parties hereto hereby agree as follows:
GUARANTYSITIME Corp • October 23rd, 2019 • Semiconductors & related devices • New York
WHEREAS, SiTime Corporation (hereinafter referred to as the “Borrower”), a corporation, partnership, limited liability company or other organization duly organized and validly existing under the laws of the jurisdiction of its creation has obtained or desires or may desire at some time and/or from time to time to obtain financial accommodations (as defined below) from MUFG Bank, Ltd. (hereinafter, with its successors and assigns, as the context may require, referred to as the “Bank”), and the aggregate principal dollar value of the credit extended in respect of such financial accommodations shall not exceed Fifty Million United States Dollars ($50,000,000.00) at any time; and
