Crucial 2012 Annual Report Download - page 119

[*] 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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(1) to the arrangements described in clauses (i) and (ii) of the first
sentence of Section 5.4 below; and
(2) to release and cancel any such pledge and all other Liens on the
Sellers' Shares upon delivery to such Person of the portion of the Consideration payable by Buyer or the
Permitted Designee, as the case may be, for the Sellers' Shares that have been so pledged to such Person,
or a lesser amount as determined by the instruments governing the pledge or as agreed by the applicable
Seller and such Person.
(c) Powerchip shall be permitted to transfer such number of its Sellers' Shares to
Kingston in order to satisfy its outstanding loan obligations to Kingston, subject to and conditioned upon
Kingston agreeing, on or prior to such transfer, to sell such shares to Buyer or the Permitted Designee, as
the case may be, on terms and conditions that are reasonably acceptable to Micron.
(d) Between the date of this Agreement and the Closing Date, none of the Sellers will
acquire any Company Shares or any rights, options or warrants to acquire any Company Shares, or enter
into any Contract with respect to the foregoing, other than the acquisition of any Company Shares issued
by the Company as a stock dividend or distribution on in connection with a subdivision of the Company
Shares.
5.4 Existing Liens on Sellers' Shares. To the extent not obtained prior to signing this
Agreement, Powerchip shall use its reasonable best efforts to obtain, as promptly as practicable, the
agreement of each lender to Powerchip or any other Seller that holds a Lien on any of the Sellers' Shares
(i) for a period of eighteen (18) months from the date of this Agreement, not to exercise remedies with
respect to such shares pending consummation of the Share Purchase, including the exercise of the rights of
pledgees with respect to the shares or petitioning with a court or other Governmental Authority to
foreclose the shares, and (ii) concurrent with the Closing, to release, terminate and cancel any or all Liens
on such shares upon delivery to such holder, that is not a bank, an amount from the Consideration equal to
the full amount of the then outstanding debt (including all remaining balances on principal, interests,
default interests and/or penalties) owed by Powerchip or such other Seller under the instruments
governing the Lien. Powerchip has delivered to Micron prior to the execution hereof accurate and
complete copies of the consents of all of the Sellers' non-bank lenders to the foregoing arrangements and
minutes of the bank meeting evidencing the approval of Powerchip's syndicated bank lenders of the
foregoing arrangements, and shall use its reasonable best efforts to obtain the agreement from each of the
syndicated bank lenders to the foregoing arrangements described in the first sentence of this Section 5.4 as
promptly as practicable. Powerchip further agrees that it shall apply for appropriate relief from the
Ministry of Economic Affairs of the ROC and other appropriate Governmental Authorities if any of the
syndicated bank lenders do not promptly agree to the foregoing arrangements such that the arrangements
can be imposed on the syndicated bank lenders that do not agree to such arrangements.
5.5 Confidentiality.
(a) The terms of the Confidentiality Agreement are hereby incorporated herein by
reference and shall continue in full force and effect and survive the Closing, except that the non-