Form 8-K/A

8-K/A — Navitas Semiconductor Corp

Accession: 0001104659-26-109227

Filed: 2026-09-21

Period: 2026-09-18

CIK: 0001821769

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 18, 2026

Navitas

Semiconductor Corporation

(Exact name of registrant

as specified in its charter)

Delaware

001-39755

85-2560226

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

3520

Challenger Street, Torrance,

California

90503-1640

(Address

of principal executive offices)

(Zip

Code)

Registrant’s telephone

number, including area code: (844) 654-2642

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17

CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17

CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange

Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4© under the Exchange

Act (17 CFR 240.13© (c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A Common Stock, par value $0.0001 per share

NVTS

The

Nasdaq Stock

Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of

the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

EXPLANATORY NOTE

This Amendment No. 1 to the Current Report on

Form 8-K, as originally filed with the Securities and Exchange Commission on September 21, 2026 (the “Original Filing”),

is being made solely to correct an inadvertent error in the date of signing of the Purchase Agreement (as defined below) reported in

the Original Filing in the first sentence of the first paragraph of Item 1.01 to “September 18, 2026” (from “September

19, 2026” in the Original Filing). No other changes have been made from the Original Filing.

Item 1.01. Entry into a Material Definitive Agreement.

On September 18, 2026, Navitas Semiconductor Corporation (the

“Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Magnachip Semiconductor Corporation

(“Magnachip”), pursuant to which Magnachip agreed to issue and sell to the Company 1,461,988 shares of Magnachip’s common

stock, par value $0.01 per share (the “MX Common Stock”), at a purchase price of $3.42 per share, for an aggregate purchase

price of $5,000,000.

The closing of the transactions contemplated by the Purchase Agreement

is expected to occur on or about September 24, 2026, subject to the satisfaction or waiver of customary closing conditions. The Purchase

Agreement contains customary representations, warranties and covenants, which were made only for purposes of the Purchase Agreement and

as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, and may be subject to limitations agreed upon

by the Company and Magnachip.

The Purchase Agreement also provides that Magnachip will file with

the Securities and Exchange Commission (the “SEC”), no later than 30 days after the closing, a registration statement on Form S-3

covering the resale of the shares of MX Common Stock issued in the transaction. Magnachip agreed to use commercially reasonable efforts

to cause the registration statement to become effective within 60 days following the closing or 90 days following closing if the SEC reviews

the registration statement, or, if earlier, by the fifth (5th) business day after the SEC notifies Magnachip that the registration statement

will not be reviewed or is no longer subject to further review and comments.

Subject to the resale registration rights described in the previous

paragraph, the shares of MX Common Stock issuable pursuant to the Purchase Agreement will not be registered under the Securities Act of

1933, as amended (the “Securities Act”), and will be issued in reliance on the exemption from registration requirements thereof

provided by Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D promulgated thereunder.

The Purchase Agreement is filed as Exhibit 10.1

to this Current Report on Form 8-K and is incorporated herein by reference. The summary description of the Purchase Agreement in

this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full text of

the Purchase Agreement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

10.1

Share Purchase Agreement, dated September 18, 2026, by and between Magnachip Semiconductor Corporation and Navitas Semiconductor Corporation.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NAVITAS SEMICONDUCTOR CORPORATION

Dated: September 21, 2026

By:

/s/ Chris Allexandre

Chris Allexandre

President and Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2625807d2_ex10-1.htm · Sequence: 2

Exhibit 10.1

PURCHASE AGREEMENT

This Share Purchase Agreement

(this “Agreement”) is dated as of September 18, 2026 (the “Execution Date”), by and between

Magnachip Semiconductor Corporation, a Delaware corporation (the “Company”), and Navitas Semiconductor Corporation,

a Delaware corporation (the “Purchaser”). The Company and the Purchaser are each hereafter referred to individually

as a “Party” and together as the “Parties.”

RECITALS

WHEREAS, subject to the terms

and conditions set forth in this Agreement, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase

from the Company, shares of the Company’s Common Stock (as defined below) at the Per Share Purchase Price (as defined below).

NOW, THEREFORE, IN CONSIDERATION

of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which

are hereby acknowledged, the Company and the Purchaser agree as follows:

ARTICLE I.

DEFINITIONS

1.1            Definitions.

In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings

set forth in this Section 1.1:

“Affiliate”

means, with respect to any Person, any entity that, at the relevant time (whether as of the Execution Date or thereafter), directly or

indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such Person, for so long as

such control exists. For purposes of this definition, “control” means (a) to possess, directly or indirectly, the power

to direct or cause the direction of the management or policies of an entity, whether through ownership of voting securities or by contract

relating to voting rights or corporate governance, or (b) direct or indirect ownership of fifty percent (50%) (or such lesser percentage

that is the maximum allowed to be owned by a foreign entity in a particular jurisdiction) or more of the voting share capital or other

equity interest in such entity.

“Board

of Directors” means the board of directors of the Company.

“Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed.

“Closing”

means the consummation of the purchase and sale of the Shares and the other transactions contemplated under this Agreement.

“Closing

Date” means the date of the Closing, on which all conditions precedent to (i) the Purchaser’s obligations to pay

the Purchase Amount at the Closing and (ii) the Company’s obligations to deliver the Shares at the Closing, in each case, have

been satisfied or waived, but in no event later than the second (2nd) Business Day following the date thereof.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the common stock of the Company, par value $0.01 per share, and any other class of securities into which such securities

may hereafter be reclassified or changed.

“Common

Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire

at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is

at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Disposition”

or “Dispose of” means (a) pledge, sale, contract to sell, sale of any option or contract to purchase, purchase

of any option or contract to sell, grant of any option, right or warrant for the sale of, or other disposition of or transfer of any Common

Stock, or any options, warrants or other securities or rights convertible into or exercisable or exchangeable for Common Stock, including,

without limitation, any “short sale” or similar arrangement, or (b) swap, hedge, derivative instrument or any other agreement

or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock,

whether any such swap or transaction is to be settled by delivery of securities, in cash or otherwise.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Governmental

Authority” means any national, international, federal, state, provincial or local government, or political subdivision thereof,

or any multinational organization or any authority, agency or commission entitled to exercise any administrative, executive, judicial,

legislative, police, regulatory or taxing authority or power, and any court or tribunal (or any department, bureau or division thereof,

or any governmental arbitrator or arbitral body).

“Liens”

means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Material

Adverse Effect” means any change, event or occurrence that, individually or in the aggregate with any other changes, events

or circumstances, has had or would reasonably be expected to have (a) a material adverse effect on the business, financial condition,

assets or results of operations of the Company or its subsidiaries, taken as a whole, or (b) a material adverse effect on the Company’s

ability to perform its obligations hereunder or consummate the transactions contemplated hereby; provided, however, that in no

event shall any of the following occurring after the Execution Date, alone or in combination, be deemed to constitute, or be taken into

account in determining whether a Material Adverse Effect has occurred: (i) changes in the Company’s industry generally or in

conditions in the United States, Republic of Korea or global economy or capital or financial markets generally, including changes in interest

or exchange rates, (ii) any change, event or occurrence caused by the announcement or pendency of the transactions contemplated hereby,

(iii) the performance of this Agreement and the transactions contemplated hereby, or any action taken or omitted to be taken by the

Company at the request or with the prior consent of the Purchaser, (iv) changes in general legal, regulatory, political, economic

or business conditions occurring after the Execution Date that, in each case, generally affect the semiconductor industry, (v) acts

of war, sabotage or terrorism occurring after the Execution Date, or any escalation or worsening of any such acts of war, sabotage or

terrorism, or (vi) earthquakes, hurricanes, floods or other natural disasters occurring after the Execution Date; provided, however,

that with respect to clauses (i), (iv), (v) and (vi), such effects, alone or in combination, may be deemed to constitute, or be taken

into account in determining whether a Material Adverse Effect has occurred, but only to the extent such effects disproportionately affect

the Company compared to other companies in the semiconductor industry.

“Material

Contract” means all contracts, agreements, indentures, bonds, loans, leases, subleases, licenses, sublicenses, instruments,

notes and arrangements in effect as of the Execution Date that are required to be filed as exhibits to the Company’s annual report

on Form 10-K filed with the Commission.

“NYSE”

means the New York Stock Exchange.

“Permitted

Transferee” means an Affiliate of the Purchaser; provided, however, that no such Person shall be deemed a Permitted

Transferee for any purpose under this Agreement unless: (a) the Permitted Transferee shall have agreed in writing to be subject to

and bound by the terms of this Agreement as though it were “the Purchaser” hereunder, and (b) the Purchaser acknowledges

that it continues to be bound by the terms of this Agreement.

“Per Share

Purchase Price” means $3.42.

“Purchase

Amount” means, as to the Purchaser, the amount to be paid for Shares purchased hereunder in United States dollars and in immediately

available funds.

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,

joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Proceeding”

means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,

such as a deposition), whether commenced or threatened.

“Rule 144”

means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from

time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Shares”

means the shares of Common Stock issued or issuable to the Purchaser pursuant to this Agreement.

“Short

Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not

be deemed to include locating and/or borrowing shares of Common Stock).

“Subsidiary”

means any subsidiary of the Company which shall include any direct or indirect subsidiary of the Company formed or acquired after the

Execution Date.

“Transfer

Agent” means Equiniti Trust Company, LLC the current transfer agent of the Company, with a mailing address of 28 Liberty Street,

Floor 53, New York, NY 10005, and any successor transfer agent of the Company.

ARTICLE II.

PURCHASE AND SALE OF SHARES

2.1            Purchase

of Shares. Subject to the terms and conditions of this Agreement, at the Closing, the Company will issue and sell to the Purchaser

and the Purchaser will purchase from the Company, 1,461,988 Shares, at the Per Share Purchase Price. The Closing and the purchase and

sale of the Shares shall occur on the Closing Date, subject to the satisfaction or waiver of the conditions set forth herein.

2.2            Payment.

At the Closing, the Purchaser will pay the total Purchase Amount as set forth in Schedule I by wire transfer or electronic funds

transfer of immediately available funds to an account designated by the Company, which account the Company shall designate to the Purchaser

no less than one (1) Business Day prior to the Closing Date (or on such later date as may be permitted by the Purchaser).

2.3            Closing.

On the Closing Date, subject to the satisfaction or waiver of the conditions set forth herein, the Closing shall occur, at such time as

is mutually agreed by the Parties, remotely via the exchange of documents and signatures by the Parties. At the Closing, subject to receipt

by the Company of the Purchase Amount from the Purchaser as contemplated by Section 2.2, the Company shall instruct the Transfer

Agent to register the Shares purchased at the Closing in book-entry in the name of the Purchaser, and the Company shall cause the Transfer

Agent to deliver written confirmation of the book-entry delivery of the Shares to the Purchaser.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

3.1            Representations

and Warranties of the Company. The Company hereby represents and warrants to the Purchaser that, except as set forth in the SEC Reports

(as defined below):

(a)            Private

Sale. Subject to the accuracy of the representations and warranties made by the Purchaser in Section 3.2, the Shares will be

issued and sold to the Purchaser in compliance with applicable exemptions from the registration and prospectus delivery requirements of

the Securities Act and the registration and qualification requirements of all applicable securities laws of the states of the United States.

(b)            Subsidiaries.

All of the direct and indirect subsidiaries of the Company are set forth on the Company’s filings with the Commission. Except as

may be set forth in the SEC Reports (defined below), the Company owns, directly or indirectly, all of the capital stock or other equity

interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary

are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing

and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite corporate power and authority

to own or lease and use its properties and assets, to execute and deliver this Agreement, to carry out the provisions of this Agreement

and to issue and sell the Shares. True and correct copies of the Company’s organizational documents, as amended and in effect on

the Execution Date, are filed or incorporated by reference as exhibits to the SEC Reports (defined below).

(d)            Authorization;

Enforcement. The Company has the requisite corporate power and authority and has taken all requisite corporate action necessary for,

and no further action on the part of the Company, its officers, directors or shareholders is necessary for, (a) the authorization,

execution and delivery of this Agreement, (b) the authorization of the performance of all obligations of the Company hereunder or

thereunder, and (c) the sale, issuance and delivery of the Shares. This Agreement, upon execution and delivery by the Company, assuming

due authorization, execution and delivery by the Purchaser, constitutes valid and binding obligations of the Company, enforceable in accordance

with their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general

application affecting enforcement of creditors’ rights and (ii) general principles of equity that restrict the availability

of equitable remedies.

(e)            No

Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement by the Company and

the consummation by the Company of the transactions contemplated thereby (including the issuance of the Shares) will not (i) conflict

with or result in a violation of any provision of the Company’s organizational documents, (ii) result in any encumbrance upon

any of the Shares, other than restrictions on resale pursuant to securities laws or as set forth in this Agreement, (iii) materially

violate or conflict with, or result in a material breach, default, modification, acceleration of payment or termination under of any provision

of, or constitute a default under, any Material Contract, or (iv) result in a material violation of any law, rule, regulation, order,

judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations)

applicable to the Company as of the Execution Date.

(f)             Issuance

of the Shares. When issued, the Shares will be duly and validly issued and, when paid for in accordance with this Agreement, will

be fully paid and non-assessable, and, when delivered to the Purchaser at the Closing, shall be free and clear of all encumbrances and

restrictions including, but not limited to, Liens, encumbrances or restrictions on transfer, including preemptive rights, rights of first

refusal, purchase options, call options, subscription rights or other similar rights of shareholders of the Company, except for restrictions

on transfer set forth in this Agreement or imposed by applicable securities laws. Assuming the accuracy of the representations and warranties

of the Purchaser in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws of California,

the state in which the Purchaser is located. No stop order or suspension of trading of the Common Stock has been imposed by the NYSE or

the Commission and remains in effect.

(g)            Capitalization.

The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than (i) pursuant

to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees

pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents

outstanding as of the date of the most recently filed periodic report under the Exchange Act or (ii) pursuant to the Company’s

“at the market” common stock offering under its Registration Statement on Form S-3 (Registration Statement No. 333-296756)

and the prospectus and prospectus supplement filed with the Commission thereunder. No Person has any right of first refusal, preemptive

right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement. Except as a result

of the purchase and sale of the Shares and set forth on the SEC Reports, there are no outstanding options, warrants, scrip rights to subscribe

to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable

or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any

Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to

issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Shares

will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchaser).

There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion,

exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding

securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts,

commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the

Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements

or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully

paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares

was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization

of any stockholder, the Board of Directors or others is required for the issuance and sale of the Shares. There are no stockholders agreements,

voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to

the knowledge of the Company, between or among any of the Company’s stockholders.

(h)            SEC

Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be

filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,

for the two years preceding the Execution Date (or such shorter period as the Company was required by law or regulation to file such material)

(the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred

to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has

filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all

material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed,

contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order

to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements

of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and

regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in

accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”),

except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements

may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and

its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended,

subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(i)             Material

Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within

the SEC Reports, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result

in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade

payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required

to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the

Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash

or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock

and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company

equity incentive plans. Except for the issuance of the Shares contemplated by this Agreement, no event, liability, fact, circumstance,

occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries

or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed

by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed

prior to the date that this representation is made.

(j)             Litigation.

Other than as set forth in the SEC Reports, there is no action, suit, Proceeding or investigation pending (of which the Company has received

written notice or otherwise has knowledge) or, to the Company’s knowledge, threatened, against the Company that has had or would

reasonably be expected to have a Material Adverse Effect.

(k)            Compliance.

Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived

that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or

any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement

or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default

or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other Governmental

Authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any Governmental Authority, including

without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety,

product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result

in a Material Adverse Effect.

(l)             Regulatory

Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,

state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except

where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material

Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification

of any Material Permit.

(m)           Title

to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good

and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each

case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially

interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries, (ii) Liens for the payment

of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which

is neither delinquent nor subject to penalties, (iii) in each case as could not have or reasonably be expected to result in a Material

Adverse Effect.

(n)            Intellectual

Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications,

service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights

necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to

so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). Neither the Company

nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written

notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person,

except as could not have or reasonably be expected to result in a Material Adverse Effect. The Company and its Subsidiaries have taken

reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure

to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(o)            Investment

Company. The Company is not, and immediately after receipt of payment for the Shares, will not be, an “investment company”

within the meaning of the Investment Company Act of 1940, as amended.

(p)            Tax

Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material

Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and

all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has

paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns,

reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes

for periods subsequent to the periods to which such returns, reports or declarations apply.

(q)            Foreign

Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other

person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions,

gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment

to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds,

(iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf

of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of the Foreign

Corrupt Practices Act of 1977.

(r)             Regulation

M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any

action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the

sale or resale of any of the Shares, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of

the Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities

of the Company.

3.2            Representations

and Warranties of the Purchaser. The Purchaser hereby represents and warrants as of the Execution Date and as of the date of the Closing

to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

(a)            Organization;

Authority. The Purchaser is an entity duly incorporated, validly existing and in good standing under the laws of the jurisdiction

of its incorporation or formation with full corporate power and authority to enter into and to consummate the transactions contemplated

by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and

performance by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action

on the part of the Purchaser. This Agreement has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance

with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance

with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium

and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating

to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and

contribution provisions may be limited by applicable law.

(b)            Understandings

or Arrangements. The Purchaser is acquiring the Shares as principal for its own account and has no direct or indirect arrangement

or understandings with any other persons to distribute or regarding the distribution of such Shares. The Purchaser is acquiring the Shares

hereunder in the ordinary course of its business. The Purchaser was made aware of the offering of Shares by this Agreement solely by means

of private communications directly with officers and directors of the Company and not by way of advertising or any other public filing

or other communication of the Company or by general solicitation.

Status. At the time the Purchaser was offered the Shares, it was, and as of the Execution Date it is, it will be an “accredited

investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act.

(d)            Experience

of the Purchaser. The Purchaser has such knowledge, sophistication and experience in business and financial matters so as to be capable

of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment.

The Purchaser is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete

loss of such investment.

(e)            Access

to Information. The Purchaser acknowledges that it has had the opportunity to review this Agreement (including all exhibits and schedules

thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and

to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits

and risks of investing in the Shares; (ii) access to information about the Company and its financial condition, results of operations,

business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain

such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make

an informed investment decision with respect to the investment.

(f)             Certain

Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, the Purchaser has not, nor has

any Person acting on behalf of or pursuant to any understanding with the Purchaser, directly or indirectly executed any purchases or sales,

including Short Sales, of the securities of the Company during the period commencing as of the time that the Purchaser first received

(written or oral), from the Company or any other Person representing the Company, the material terms of the transactions contemplated

hereunder and ending immediately prior to the execution hereof. Other than to other Persons party to this Agreement or to the Purchaser’s

representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates,

the Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence

and terms of this transaction).

(g)            Non-Public

Information. The Purchaser hereby represents that neither it, nor any other Person acting on its behalf has received or had access

to information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto

the Purchaser shall have consented in writing to the receipt of such information and agreed in writing with the Company to keep such information

confidential.

(h)            Investment

Purpose; Investment Experience. The Purchaser is purchasing the Shares for its own account and not with a present view toward the

public distribution thereof and has no arrangement or understanding with any other Persons regarding the distribution of the Shares. The

Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase

or otherwise acquire or take a pledge of) any of the Shares except in accordance with the Securities Act and to the extent permitted by

this Agreement. The Purchaser has conducted its own due diligence on the Company to its satisfaction and has such knowledge and experience

in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Shares to be purchased

hereunder.

(i)             Reliance

on Exemptions. The Purchaser has not taken any of the actions set forth in, and is not subject to, the disqualification provisions

of Rule 506(d)(1) under the Securities Act and did not learn of the investment in the Shares as a result of any public offering,

general solicitation or advertising. The Purchaser understands that the Company intends for the Shares to be offered and sold to it in

reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company

is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments

and understandings of the Purchaser set forth herein (including in this Section 3.2(i)) in order to determine the availability of

such exemptions and the eligibility of the Purchaser to acquire the Shares.

(j)             Governmental

Review. The Purchaser understands that no United States federal or state agency or any other Governmental Authority has passed upon

or made any recommendation or endorsement of the Shares or an investment therein.

ARTICLE IV.

COVENANTS AND AGREEMENTS OF THE PARTIES

4.1            Market

Listing. From the Execution Date through the Closing, the Company shall use commercially reasonable efforts to (a) maintain the

listing and trading of the Common Stock on the NYSE and (b) effect the listing of the Shares on the NYSE.

4.2            Reservation

of Common Stock. As of the Execution Date, the Company has reserved and the Company shall continue to reserve and keep available at

all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Shares

pursuant to this Agreement.

4.3            Transfer

or Resale. The Purchaser understands that:

(a)            the

Shares have not been registered under the Securities Act or any applicable state securities laws and, consequently, the Purchaser may

have to bear the risk of owning the Shares for an indefinite period of time because the Shares may not be transferred unless (i) the

resale of the Shares is registered pursuant to an effective registration statement under the Securities Act; (ii) the Purchaser has

delivered to the Company an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions)

to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or

(iii) the Shares are sold or transferred pursuant to Rule 144 (provided, that the Purchaser provides the Company with

reasonable assurances (including in the form of seller and broker representation letters) that the Shares may be sold pursuant to such

rule).

(b)            any

sale of the Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144

is not applicable, any resale of the Shares under circumstances in which the seller (or the Person through whom the sale is made) may

be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under

the Securities Act.

as long as the Purchaser or any of its Affiliates beneficially owns any Shares, to the extent it shall be required to do so under the

Exchange Act, the Company shall use reasonable best efforts to timely file the reports required to be filed by it under the Exchange Act

or the Securities Act (including reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of

Rule 144), and shall use reasonable efforts to take such further necessary action as the Purchaser may reasonably request in connection

with the removal of any restrictive legend on the Shares being sold, all to the extent required from time to time to enable the Purchaser

to sell the Shares without registration under the Securities Act within the limitations of the exemption provided by Rule 144, subject

in all cases to compliance with the Securities Act and other applicable laws and upon receipt of customary seller and broker representation

letters as the Company and its counsel may reasonably request.

4.4            Legends.

The Purchaser understands that the Shares will bear restrictive legends in substantially the following form (and a stop-transfer order

may be placed against transfer of the Shares):

THESE SECURITIES HAVE NOT BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED

OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR AN OPINION

OF COUNSEL (WHICH COUNSEL SHALL BE REASONABLY SATISFACTORY TO MAGNACHIP SEMICONDUCTOR CORPORATION) THAT SUCH REGISTRATION IS NOT REQUIRED

OR UNLESS SOLD PURSUANT TO RULE 144 OF THE SECURITIES ACT.

If such Shares are transferred

pursuant to Section 4.3 of this Agreement, or are to be sold pursuant to an effective registration statement covering the resale

of such Shares (including pursuant to Section 4.6), the Purchaser may request that the Company remove, and if so requested, the Company

shall agree to authorize and instruct (including by causing any required legal opinion to be provided) the removal of any legend from

the Shares upon a sale or other Disposition, if permitted by applicable securities law, within three (3) Business Days of any such

request; provided, however, each Party will be responsible for any fees it incurs in connection with such request and removal;

provided, further, that such legends may only be removed in connection with a sale pursuant to Rule 144 or (y) a sale

pursuant to an effective registration statement covering the resale of such Shares, subject to customary Purchaser and/or broker representations

that the Shares have been sold pursuant to such registration statement.

4.5            Securities

Law Disclosure; Publicity. No public release, public disclosure or announcement concerning the transactions contemplated hereby shall

be made by either Party without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed);

provided, however, that no such consent shall be required for any disclosure that is required by applicable law or regulation, or by the

rules or requirements of the Commission or the NYSE.

4.6            Registration

Rights.

(a)            The

Company shall prepare and file with the SEC, within thirty (30) days following the Closing Date, a registration statement on Form S-3

(or if Form S-3 is not available for purposes of registering the resale of the Shares, then on another appropriate form) covering

the resale of the Shares by the Purchaser (the “Registration Statement”). The Company shall use commercially reasonable

efforts to cause the Registration Statement to become effective within sixty (60) days following the Closing Date, provided, however,

that if the Registration Statement is reviewed by the SEC, such period shall be extended to ninety (90) days following the Closing Date;

provided, however, that in the event the Company is notified by the SEC that the Registration Statement will not be reviewed or is no

longer subject to further review and comments, the Company shall request effectiveness of the Registration Statement no later than the

fifth (5th) Business Day following the date on which the Company is so notified. The Company’s obligations to include

the Shares in the Registration Statement are contingent on the Purchaser furnishing in writing to the Company such information regarding

the Purchaser, the securities of the Company held by the Purchaser, the intended method of disposition of the Shares (which shall be limited

to non-underwritten public offerings) and such other information as shall be reasonably requested by the Company to effect the registration

of the Shares, and the Purchaser shall execute such documents in connection with such registration as the Company may reasonably request

that are customary of a selling stockholder in similar situations. The Company shall use commercially reasonable efforts to keep the Registration

Statement effective until the earlier of (i) the date on which all of the Shares have been sold pursuant to the Registration Statement

and (ii) the date on which all of the Shares may be sold by the Purchaser without restriction pursuant to Rule 144 under the

Securities Act.

(b)            The

Company may postpone the filing or effectiveness of the Registration Statement or suspend the use of a prospectus that is part of the

Registration Statement for up to 45 consecutive days from the date of the Suspension Notice (as defined below), and no more than 90 days

total in any twelve month period, and therefore suspend sales of the Shares thereunder (such period, the “Suspension Period”)

by providing written notice to the Purchaser if (A) the Company’s Chief Executive Officer determines in his reasonable good

faith judgment that the offer or sale of Shares would reasonably be expected to have a material adverse effect on any proposal or plan

by the Company or any subsidiary to engage in any material acquisition of assets or stock or any material merger, consolidation, tender

offer, recapitalization, reorganization, investment, joint venture or other transaction involving the Company or any of its subsidiaries,

(B) the sale of Shares pursuant to the Registration Statement would require disclosure of material non-public information not otherwise

required to be disclosed under applicable law, and (C) either (x) the Company has a bona fide business purpose for preserving

the confidentiality of such transaction or (y) disclosure of such material non-public information would have a material adverse effect

on the Company or the Company’s ability to consummate such transaction. In the case of an event that causes the Company to suspend

the use of the Registration Statement as set forth in this paragraph (b) (a “Suspension Event”), the Company shall

give notice to the Purchaser (a “Suspension Notice”) to suspend sales of the Shares and such notice shall state generally

the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing.

If the basis of such suspension is nondisclosure of material non-public information, the Company shall not be required to disclose the

subject matter of such material non-public information to the Purchaser. The Purchaser shall not effect any sales of the Shares pursuant

to such Registration Statement at any time after the Purchaser has received a Suspension Notice from the Company and prior to receipt

of an End of Suspension Notice (as defined below). The Purchaser agrees to treat as confidential the receipt of the Suspension Notice

and shall not disclose or use the information contained in such Suspension Notice without the prior written consent of the Company or

until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure

by the Purchaser in breach of the terms of this Agreement. The Purchaser may recommence effecting sales of the Shares pursuant to the

Registration Statement following further written notice to such effect (an “End of Suspension Notice”) from the Company,

which End of Suspension Notice shall be given by the Company to the Purchaser promptly following the conclusion of any Suspension Event.

(i) the Registration Statement is not filed within thirty (30) days following the Closing Date or the Company subsequently withdraws

the filing of the Registration Statement and does not re-file a Registration Statement within thirty (30) days following the Closing Date,

(ii) the Company fails to file with the SEC a request for acceleration of the Registration Statement in accordance with Rule 461

promulgated by the SEC pursuant to the Securities Act, within five (5) Business Days of the date that the Company is notified (orally

or in writing, whichever is earlier) by the SEC that such Registration Statement will not be “reviewed” or will not be subject

to further review, (iii) prior to the effective date of the Registration Statement, the Company fails to file a pre-effective amendment

and otherwise respond in writing to comments made by the SEC in respect of the Registration Statement within ten (10) calendar days

after the receipt of comments by or notice from the SEC that such amendment is required in order for the Registration Statement to be

declared effective, (iv) the Registration Statement is not declared effective by the SEC within 120 calendar days after the Closing

Date, or (v) after the effective date of the Registration Statement, the Registration Statement ceases for any reason to remain continuously

effective as to the Shares included in such Registration Statement, or the Purchaser is otherwise not permitted to utilize the prospectus

therein to resell the Shares, for more than forty-five (45) consecutive calendar days or more than an aggregate of ninety (90) calendar

days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”,

and for purposes of clause (i) the date on which such Event occurs, and for purpose of clause (ii) the date on which such five

(5) Business Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is

exceeded, and for purpose of clause (iv) the date on which such 120 calendar day period is exceeded, and for purpose of clause (v) fifteen

(15) calendar days after the date on which such forty-five (45) or ninety (90) calendar day period, as applicable, is exceeded being referred

to as “Event Date”), then, in addition to any other rights the Purchaser may have hereunder or under applicable law,

on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by

such date) until the applicable Event is cured, the Company shall pay to the Purchaser an amount in cash, as partial liquidated damages

and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Purchase Amount paid by the Purchaser pursuant to this

Agreement. The Parties agree that the maximum aggregate liquidated damages payable to the Purchaser under this Agreement shall be 10%

of the aggregate Purchase Amount paid by the Purchaser pursuant to this Agreement. If the Company fails to pay any partial liquidated

damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate

of 10% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Purchaser, accruing daily from

the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated

damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. Notwithstanding

anything herein to the contrary, the Company will not be liable for any liquidated damages (A) set forth in this Section 4.6(c) unless

the applicable Event was the result of acts or omissions of the Company within its reasonable control or (B) set forth in Section 4.6(c)(v) during

such time as the Company is actively negotiating a material transaction in good faith unless the applicable Event related thereto was

the result of negligence or willful misconduct of the Company.

ARTICLE V.

CONDITIONS TO CLOSING

5.1            Mutual

Conditions to Closing. The obligations of the Parties to consummate the Closing are subject to the satisfaction or waiver of the following

conditions at or prior to the Closing:

(a)            Absence

of Litigation. No Proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent

or materially delay the Closing, will have been instituted or be pending before any Governmental Authority.

(b)            No

Governmental Prohibition. The sale of the Shares by the Company and the purchase of the Shares by the Purchaser will not be prohibited

by any applicable law or Governmental Authority.

5.2            Conditions

to Obligations of the Company to Close. The Company’s obligation to complete the purchase and sale of the Shares and deliver

the Shares to the Purchaser at the Closing is subject to the satisfaction or waiver of the following conditions at or prior to the Closing:

(a)            Receipt

of Funds. The Company will have received immediately available funds in the full amount of the Purchase Amount for the Shares purchased

at the Closing.

(b)            Representations

and Warranties. The representations and warranties made by the Purchaser in Section 3.2 will be true and correct as of

the Closing Date, except to the extent such representations and warranties are specifically made as of a particular date, in which case

such representations and warranties will be true and correct as of such other date, except in each case where the failure of such representations

and warranties to be so true and correct (without giving effect to any limitation as to “materiality” set forth therein) would

not reasonably be expected to have a material adverse effect on the Purchaser’s ability to

perform its obligations hereunder or consummate the transactions contemplated hereby.

All covenants and agreements contained in this Agreement to be performed or complied with by the Purchaser on or prior to the Closing

Date shall have been performed or complied with in all material respects.

5.3            Conditions

to the Purchaser’s Obligations to Close. The Purchaser’s obligation to complete the purchase and sale of the Shares at

the Closing is subject to the satisfaction or waiver of the following conditions at or prior to the Closing:

(a)            Representations

and Warranties. The representations and warranties made by the Company in Section 3.1 of this Agreement will be true and

correct as of the Closing Date, except to the extent such representations and warranties are specifically made as of a particular date,

in which case such representations and warranties will be true and correct as of such other date, except in each case where the failure

of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality”

set forth therein) would not reasonably be expected to have a Material Adverse Effect on the Company’s ability to perform its obligations

hereunder or consummate the transactions contemplated hereby.

(b)            Covenants.

All covenants and agreements contained in this Agreement to be performed or complied with by the Company on or prior to the Closing Date

shall have been performed or complied with in all material respects.

Matters.

(i)            Prior

to the Closing, the Company shall have taken all actions that are reasonably necessary, including providing appropriate notice to the

NYSE of the transactions contemplated by this Agreement, for the Shares purchased at the Closing to be listed on the NYSE and shall have

complied with all listing, reporting, filing and other obligations under the rules of the NYSE and of the Commission with respect

to the matters contemplated by this Agreement.

(ii)           The

Common Stock shall not have been suspended, as of the Closing Date, by the Commission or the NYSE from trading on the NYSE nor shall any

such suspension by the Commission or the NYSE have been threatened, as the Closing Date, in writing by the Commission or the NYSE.

(d)            No

Material Adverse Effect. Since the Execution Date, there shall not have been any change, development, occurrence or event that has

had or would reasonably be expected to have a Material Adverse Effect on the Company.

ARTICLE VI.

MISCELLANEOUS

6.1            Termination.

This Agreement may be terminated prior to the Closing by:

(a)            the

mutual written consent of the Parties;

(b)            the

Company, upon written notice to the Purchaser, so long as the Company is not then in breach of its representations, warranties, covenants

or agreements under this Agreement in a manner that would cause any of the conditions set forth in Section 5.3(a) or (b), as

applicable, to fail to be satisfied by the Closing Date, (i) upon a breach of any covenant or agreement on the part of the Purchaser

set forth in this Agreement or (ii) if any representation or warranty of the Purchaser shall have been or become untrue, in each

case such that any of the conditions set forth in Section 5.2(b) or (c), as applicable, could not be satisfied by the Closing

Date; or

Purchaser, upon written notice to the Company, so long as the Purchaser is not then in breach of its representations, warranties, covenants

or agreements under this Agreement in a manner that would cause any of the conditions set forth in Section 5.2(b) or (c), as

applicable, to fail to be satisfied by the Closing Date, (i) upon a breach of any covenant or agreement on the part of the Company

set forth in this Agreement or (ii) if any representation or warranty of the Company shall have been or become untrue, in each case

such that any of the conditions set forth in Section 5.3(a) or (b), as applicable, could not be satisfied by the Closing Date.

6.2            Fees

and Expenses. Except as expressly set forth in this Agreement to the contrary, each party shall pay the fees and expenses of its advisers,

counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation,

execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any

fees required for same-day processing of any instruction letter delivered by the Company), and stamp taxes and other duties levied in

connection with the delivery of any Shares to the Purchaser, if any.

6.3            Entire

Agreement. This Agreement, together with the exhibits and schedules thereto, contain the entire understanding of the parties with

respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect

to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

6.4            Notices.

Any notice required or permitted to be given by this Agreement must be in writing, in English. Any and all notices or other communications

or deliveries required or permitted to be provided hereunder must be in writing and will be deemed given and effective if (a) delivered

by hand or by overnight courier with tracking capabilities; (b) mailed postage prepaid by first class, registered or certified mail;

or (c) delivered by electronic mail, in each case, addressed as set forth on the signature pages attached hereto.

6.5            Amendments;

Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed by

the Company and the Purchaser. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall

be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition

or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise

of any such right.

6.6            Headings.

The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any

of the provisions hereof.

6.7            Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.

The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchaser (other

than by merger). The Purchaser may assign any or all of its rights under this Agreement to any Permitted Transferee to whom the Purchaser

assigns or transfers any Shares in accordance with the terms of this Agreement, provided that such transferee agrees in writing to be

bound, with respect to the transferred Shares, by the provisions of this Agreement that apply to the “Purchaser.”

6.8            No

Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted

assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

6.9            Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and

construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of

law thereof.

6.10          Survival.

The representations and warranties contained herein shall survive the Closing and the delivery of the Shares at the Closing until the

first anniversary following the Execution Date.

6.11          Execution.

This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement

and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that

the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery of a “.pdf”

format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature

is executed) with the same force and effect as if such “.pdf” signature page were an original thereof.

6.12          Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,

void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force

and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts

to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,

covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining

terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

6.13          Remedies.

In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchaser

and the Company will be entitled to specific performance under this Agreement. The parties agree that monetary damages may not be adequate

compensation for any loss incurred by reason of any breach of obligations contained in this Agreement and hereby agree to waive and not

to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

6.14          Construction.

The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise this Agreement and,

therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall

not be employed in the interpretation of this Agreement or any amendments thereto. In addition, each and every reference to share prices

and shares of Common Stock in this Agreement shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock

combinations and other similar transactions of the Common Stock that occur after the Execution Date.

6.15          Indemnification.

Subject to the provisions of this Section 6.15, the Company will indemnify and hold the Purchaser and its directors, officers, shareholders,

members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding

a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities

Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any

other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title)

of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations,

claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’

fees and costs of investigation (collectively, “Losses”) that any such Purchaser Party may suffer or incur as a result

of or caused by: (a) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates,

by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated

by this Agreement (unless such action is solely based upon a material breach of such Purchaser Party’s representations, warranties

or covenants under this Agreement or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations

by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which is finally judicially determined

to constitute fraud, gross negligence or willful misconduct), or (b) (i) any untrue or alleged untrue statement of a material

fact contained in such registration statement, any prospectus included therein or in any amendment or supplement thereto, or , (ii) any

omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case

of any prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except to the extent,

but only to the extent, that such untrue statement or omission or alleged untrue statement or omission is based solely upon information

regarding such Purchaser Party furnished in writing to the Company by such Purchaser Party expressly for use therein, or (iii) any

violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or

regulation thereunder in connection therewith relating to the resale of the Shares by the Purchaser. If any action shall be brought

against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly

notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably

acceptable to the Purchaser Party (whose approval shall not be unreasonably withheld, delayed or conditioned). Any Purchaser Party shall

have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such

counsel shall be at the expense of such Purchaser Party except to the extent that (x) the employment thereof has been specifically

authorized by the Company in writing, (y) the Company has failed after a reasonable period of time to assume such defense and to

employ counsel or (z) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between

the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable

fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement

(1) for any settlement or any entry of judgment by a Purchaser Party effected without the Company’s prior written consent,

which shall not be unreasonably withheld or delayed; or (2) to the extent, but only to the extent that a loss, claim, damage or liability

is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such

Purchaser Party in this Agreement. The indemnification required by this Section 6.15 shall be made by periodic payments of the amount

thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained

herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities

the Company may be subject to pursuant to law. Notwithstanding anything to the contrary herein, for purposes of the indemnification obligations

of the Company set forth in Section 6.15(a) or Section 6.15(b)(iii), the Company shall not be required to indemnify the

Purchaser Parties or make any periodic payments with respect to any Losses arising pursuant to Section 6.15(a) or Section 6.15(b)(iii) except

to the extent that such Losses are finally judicially determined to be the result of the Company’s negligence, willful misconduct,

or other acts or omissions within its reasonable control.

6.16          WAIVER

OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES

EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY

AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

(Signature Page Follows)

IN WITNESS WHEREOF, the parties

hereto have caused this Share Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated

above.

COMPANY:

MAGNACHIP SEMICONDUCTOR CORPORATION

By:

/s/ Chae Lee

Name:

Chae Lee

Title:

Chief Executive Officer

PURCHASER:

NAVITAS SEMICONDUCTOR CORPORATION

By:

/s/ Chris Allexandre

Name:

Chris Allexandre

Title:

President and Chief Executive Officer

Schedule I

Schedule of Purchasers

Purchaser

Purchase Amount

Navitas Semiconductor Corporation

$ 5,000,000

1,461,988

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