3,000,000 Shares SITIME CORPORATION Common Stock ($0.0001 Par Value Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • February 18th, 2021 • SITIME Corp • Semiconductors & related devices • New York
SiTime Corporation, a Delaware corporation (the “Company”), and MegaChips Corporation, a corporation organized under the laws of Japan (“MegaChips” or the “Selling Stockholder”) propose 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 3,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), of which 1,500,000 shares will be sold by the Company and 1,500,000 shares will be sold by the Selling Stockholder. 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 and the Selling Stockholder are sometimes referred to collectively herein as the “Sellers.” The Company also proposes to sell at the Underwriters’ option an aggregate of up to 450,000 additional shares of the Company’s Common Stock (the “Option Shares”)
