Crucial 2012 Annual Report Download - page 105

[*] Certain information in this document has been omitted and filed separately with the Securities and
Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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SHARE PURCHASE AGREEMENT
This Share Purchase Agreement (this “Agreement”) is made and entered into this 2nd day of July,
2012, by and between Micron Technology, Inc., a Delaware corporation (“Micron”), Micron
Semiconductor B.V., a private company with limited liability organized under the laws of The Netherlands
and a wholly owned subsidiary of Micron (“Buyer”), and the entities listed on Schedule 1 hereto (each, a
“Seller” and collectively, the “Sellers”), for the purchase and sale of shares of capital stock of Rexchip
Electronics Corporation, a corporation organized under the laws of the Republic of China (the “ROC”)
(the “Company”). References herein to “a party” or “the parties” refer to Micron, Buyer and/or one or
more of the Sellers, as the context may require.
WHEREAS, as of the date hereof, the Sellers own 713,627,586 of the issued and outstanding
shares of common stock of the Company;
WHEREAS, the Sellers wish to sell to Buyer, and Buyer wishes to purchase from the Sellers, all of
the unencumbered shares of common stock of the Company owned by the Sellers as of the Closing (as
defined herein) upon the terms and subject to the conditions of this Agreement (the “Share Purchase”);
WHEREAS, concurrent with the execution and delivery hereof, Micron and Elpida Memory, Inc.,
a corporation organized under the laws of Japan (“Elpida”), are entering into a definitive Sponsor
Agreement (the “Sponsor Agreement”) relating to Micron's sponsorship of Elpida and Akita Elpida
Memory, Inc. (“Akita”) in their corporate reorganization proceedings;
WHEREAS, concurrent with the execution and delivery hereof, Powerchip Technology
Corporation, a corporation organized under the laws of the ROC (“Powerchip”), which is one of the
Sellers, and Elpida are entering into a definitive mutual standstill agreement (the “Standstill Agreement”)
whereby they are agreeing to suspend certain rights and remedies that each has against the other relating to
various matters and to take certain further actions; and
WHEREAS, it is a condition to Elpida and Micron's willingness to enter into the Sponsor
Agreement, and Powerchip and Elpida's willingness to enter into the Standstill Agreement, that Micron,
Buyer and the Sellers enter into this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and
agreements set forth herein, and intending to be legally bound hereby, the parties agree as follows:
ARTICLE I
DEFINITIONS; RULES OF INTERPRETATION