Crucial 2012 Annual Report Download - page 123

[*] 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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of the Company under its articles of incorporation and applicable Law) (the “Powerchip Rights”) shall
automatically terminate, even if Powerchip or any other Sellers continue to hold shares in the Company.
Powerchip hereby agrees to and does hereby assign all such rights to capacity allocation and supply to
Micron and its Subsidiaries effective as of the Closing. Effective upon such termination, Powerchip
hereby irrevocably waives and releases and discharges the Company, Elpida and their respective Affiliates,
and the shareholders, directors, officers, employees, trustees, examiners and representatives of the
Company, Elpida and their respective Affiliates and their respective affiliates (each, a “Powerchip
Released Party”) from and against any and all claims, causes of action, demands, orders, obligations and
rights both at law and in equity, in each case with respect to the Powerchip Rights that Powerchip has as of
the time of termination, has ever had or at any time could have asserted against any of the Company,
Elpida and their respective Affiliates, whether in law, equity or otherwise, whether known or unknown,
suspected or unsuspected.
(c) Nothing in this Section 5.13 or elsewhere in this Agreement shall be deemed to be a
waiver, release or discharge of any amounts owed by Powerchip to the Company or Elpida for the transfer
of technology or intellectual property rights or the provision of products or services or the failure to satisfy
payment or reimbursement obligations in connection therewith.
(d) Powerchip hereby agrees to enter into such further agreements and other
instruments evidencing the terminations, waivers, releases, discharges and assignments set forth in
Sections 5.13(a)-(b) as are reasonably requested by Micron, Elpida or any Released Party or Powerchip
Released Party, as the case may be (including entry into or continuation of such licenses to existing
Powerchip technology that is being used by the Company as of the Closing as may be necessary to allow
the Company to manufacture products for Micron, Elpida and their respective Subsidiaries following the
Closing; provided that, in the event of the continuation of any existing license of identified Powerchip
technology that the Company determines is necessary for such manufacturing, Powerchip will be entitled
to a license back of modifications and improvements to such identified technology if such license back is
provided for in the existing license).
5.14 No-shop. Powerchip hereby agrees that, during the Standstill Period, it shall refrain from
soliciting, engaging in any discussions or negotiations, or entering into any agreement or arrangement
with any other Person or group of Persons relating to: (a) the transfer, sale, assignment, or other
disposition of its purported right to require Elpida to sell all of the Company Shares owned by Elpida to
Powerchip or a designee of Powerchip pursuant to Sections 14.2, 15.3(a)(i) and 15.3(b) of the JVA, (b) the
designation of any Person or group of Persons as Powerchip's designee to purchase such shares from
Elpida or (c) the financing of the purchase of such shares from Elpida.
5.15 Delisting and Going Private. Each of the Sellers agrees to take such actions as are
reasonably necessary and within its power to cause (i) the delisting of the Company from the Emerging
Market of the GreTai Securities Market as promptly as practicable after the date of this Agreement and in
any event prior to the Closing and (ii) the withdrawal of public company status of the Company as
promptly as practicable after the date of this Agreement and in any event prior to the Closing, including
causing such matters to be brought before the board of directors and at a shareholders meeting of the
Company for discussion, resolution and/or approval as required by