Exhibit 99.02

ASTRIA SEMICONDUCTOR HOLDINGS, INC.
AND SUBSIDIARIES

Unaudited Interim Condensed Consolidated Financial Statements

Six months periods ended June 30, 2012 and 2011

ASTRIA SEMICONDUCTOR HOLDINGS, INC.
AND SUBSIDIARIES

Table of Contents

2

ASTRIA SEMICONDUCTOR HOLDINGS, INC.
AND SUBSIDIARIES

Unaudited Condensed Consolidated Balance Sheets

June 30, 2012 and December 31, 2011

(In thousands, except share data)

See accompanying notes to condensed consolidated financial statements.

3

ASTRIA SEMICONDUCTOR HOLDINGS, INC.
AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Income

June 30, 2012 and December 31, 2011

(In thousands, except share data)

See accompanying notes to condensed consolidated financial statements.

4

ASTRIA SEMICONDUCTOR HOLDINGS, INC.
AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Stockholders’ Equity and Comprehensive Income

June 30, 2012 and December 31, 2011

(In thousands, except share data)

See accompanying notes to condensed consolidated financial statements.

5

ASTRIA SEMICONDUCTOR HOLDINGS, INC.
AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Cash Flows

June 30, 2012 and 2011

(In thousands)

See accompanying notes to condensed consolidated financial statements.

6

ASTRIA SEMICONDUCTOR HOLDINGS, INC.
AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2012 and 2011

(Dollars in thousands, except share and per share data)

(1)       Summary of Significant Accounting Policies

(a)       Description of Business

Astria Semiconductor Holdings, Inc. (the Company) a Delaware Corporation, designs, develops, manufactures, sells, and services high performance advanced wafer probe cards and analytical test equipment used in the semiconductor industry through its wholly owned subsidiaries, Microprobe Inc. (MPI) and The Micromanipulator Co. Inc. (TMMC). The Company’s products are custom designed for unique design and specification requested by its customers. The Company is headquartered in San Jose, California, and has facilities in the United States, China, Korea, Singapore, and Taiwan.

(b)       Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Astria Semiconductor Holdings, Inc. and its majority-owned subsidiaries (collectively, the Company). All significant intercompany balances and transactions have been eliminated in consolidation. The Company has no involvement with variable interest entities.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim periods. In the opinion of management of the Company, these unaudited condensed consolidated financial statements reflect all adjustments, consisting of all normal recurring adjustments, necessary for a fair presentation of the Company’s financial position for the periods disclosed.

(c)        Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of property and equipment, and intangible assets; allowances for doubtful accounts; the valuation of intangible assets, inventory, investments, deferred tax assets, and share-based compensation; and income tax uncertainties and other contingencies.

(d)       Foreign Currency Translation

The U.S. dollar is the functional currency for the Company and its subsidiaries. Foreign currency monetary balance sheet accounts are remeasured into U.S. dollar at end-of-period exchange rates. Nonmonetary balance sheet accounts, such as property and equipment, and equity, are remeasured at historical exchange rates. Revenue and expenses are remeasured at average exchange rates in effect during each period, except for those expenses related to the previously noted balance sheet amounts, which are remeasured at historical exchange rates. Gains or losses from foreign currency translation

7

ASTRIA SEMICONDUCTOR HOLDINGS, INC.
AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2012 and 2011

(Dollars in thousands, except share and per share data)

are included in other income (expense), net in the condensed consolidated statements of income, and to date have not been material.

(e)        Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

(f)        Accounts Receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest. Amounts collected on accounts receivable are included in net cash provided by operating activities in the condensed consolidated statements of cash flows. We evaluate the collectibility of accounts receivable based on a combination of factors. In cases where we are aware of circumstances that may impair a specific customer’s ability to meet its financial obligations subsequent to the original sale, we will record an allowance against amounts due, and thereby reduce the net recognized receivable to the amount we reasonably believe will be collected. For all other customers, we recognize allowances for doubtful accounts based on the length of time the receivables are past due, the current business environment and our historical experience. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. There were no material bad debt expenses recorded during the interim periods presented.

(g)       Inventories

Inventories are stated at the lower of cost or market. Cost is determined using standard cost, which approximates actual cost on a weighted average basis. Allowances for inventory write-down are considered for excess inventory generally based on inventory levels in excess of forecasted demand, as estimated by management, for each specific product. The allowance is not reversed until the inventory is sold or scrapped.

(h)       Property and Equipment

Property and equipment are stated at cost and depreciated on a straight-line method over the estimated useful lives of the assets, generally between three to five years, or the lease term of the respective assets. Leasehold improvements are recorded at cost and are amortized over the shorter of the lease term or useful lives of the assets. Maintenance and repairs are charged to expense as incurred.

(i)        Long-Lived Assets

Long-lived assets, such as property and equipment, and purchased intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an

8

ASTRIA SEMICONDUCTOR HOLDINGS, INC.
AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2012 and 2011

(Dollars in thousands, except share and per share data)

impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary.

(j)        Deferred Financing Costs

Deferred financing costs are deferred and amortized on a straight-line basis over the term of the related loan. The revolving line of credit with Silicon Valley Bank (SVB) was paid down on July 8, 2011. The Company incurred $64 in financing costs in connection with a revolving line of credit obtained with U.S. Bank during the year ended December 31, 2011. Deferred financing costs amortized were $16 and $8 during the six months period ended June 30, 2012 and 2011, respectively, through interest expense. The balance at June 30, 2012 and December 31, 2011 relating to remaining deferred financing costs to be amortized was $32 and $48, respectively.

(k)       Revenue Recognition

The timing of revenue recognition and the amount of revenue actually recognized depends upon a variety of factors, including the specific terms of each arrangement and the nature of our deliverables and obligations. Determination of the appropriate amount of revenue recognized involves judgments and estimates that we believe are reasonable, but actual results may differ from our estimates. We recognize product revenue when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the price to the customer is fixed or determinable, and (iv) collection of the resulting receivable is reasonably assured. These criteria are usually met at the time of product shipment. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and, therefore, are excluded from revenues in the consolidated statements of income.

(l)        Cost of Goods Sold

Cost of goods sold comprises the cost to manufacture our wafer-test probe card products, which consists of material cost, labor, overhead, and external nonrecurring engineering costs. Also included in cost of goods sold is the amortization of patented and developed technology, and manufacturing overhead, including costs of personnel and equipment associated with manufacturing support, product warranty costs, provisions of excess and obsolete inventories, and stock-based compensation expense for personnel engaged in manufacturing support.

(m)      Concentration of Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents and trade receivables. Our cash equivalents are held in safekeeping by large, creditworthy financial institutions. Deposits in these banks may exceed the amounts of insurance provided on such deposits. To date, we have not experienced any losses on our deposits of cash and cash equivalents.

9

ASTRIA SEMICONDUCTOR HOLDINGS, INC.
AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2012 and 2011

(Dollars in thousands, except share and per share data)

We market and sell our products to a narrow base of customers and generally do not require collateral. We sell the majority of our products throughout North America and Asia. Sales to our recurring customers are generally made on open accounts. An allowance for doubtful accounts is maintained for potential credit losses. Losses historically have not been significant.

Certain components that meet our requirements are available only from a limited number of suppliers. The rapid rate of technological change and the necessity of developing and manufacturing products with short lifecycles may intensify these risks. The inability to obtain components as required, or to develop alternative sources, if and as required in the future, could result in delays or reductions in product shipments, which in turn could have a material adverse effect on our business, financial condition, results of operations, or cash flows.

(n)       Research and Development and Advertising

Research and development and advertising costs are expensed as incurred.

(o)       Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits as income tax expense.

(p)       Stock Option Plan

The Company recognizes all employee stock-based compensation as a cost in the condensed consolidated financial statements. Equity-classified awards are measured at the grant date fair value of the award. The Company estimates grant date fair value using the Black-Scholes option pricing model.

Excess tax benefits of awards that are recognized in equity related to stock option exercises are reflected as financing cash inflows. Stock-based compensation cost that has been included in income from operations amounted to $387 and $583 for the six months period ended June 30, 2012 and 2011, respectively.

10

ASTRIA SEMICONDUCTOR HOLDINGS, INC.
AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2012 and 2011

(Dollars in thousands, except share and per share data)

(q)       Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

We may, from time to time, in the ordinary course of our business enter into contractual arrangements with third parties that include indemnification obligations. Under these contractual arrangements, we have agreed to defend, indemnify, and/or hold the third party harmless from and against certain liabilities. These arrangements include indemnities in favor of customers in the event that our wafer probe cards infringe a third party’s intellectual property and our lessors in connection with facility leasehold liabilities that we may cause. In addition, we have entered into indemnification agreements with our directors and certain of our officers, and our bylaws contain indemnification obligations in favor of our directors, officers, and agents. These indemnity arrangements may limit the type of the claim, the total amount that we can be required to pay in connection with the indemnification obligation, and the time within which an indemnification claim can be made. The duration of the indemnification obligation may vary, and for most arrangements, survives the agreement term and is indefinite. We believe that substantially all of our indemnity arrangements provide either for limitations on the maximum potential future payments we could be obligated to make, or for limitations on the types of claims and damages we could be obligated to indemnify, or for both. However, it is not possible to determine or reasonably estimate the maximum potential amount of future payments under these indemnification obligations due to the varying terms of such obligations, the history of prior indemnification claims, the unique facts and circumstances involved in each particular contractual arrangement and in each potential future claim for indemnification, and the contingency of any potential liabilities upon the occurrence of events that are not reasonably determinable. We have not had any requests for indemnification under these arrangements. Our management believes that any liability for these indemnity arrangements would not be material to our accompanying consolidated financial statements. We have not recorded any liabilities for these indemnification arrangements on our consolidated balance sheets as of June 30, 2012 and December 31, 2011.

(r)        Fair Value Measurements

The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

·          Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

11

ASTRIA SEMICONDUCTOR HOLDINGS, INC.
AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2012 and 2011

(Dollars in thousands, except share and per share data)

·          Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

·          Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

(s)        Product Warranties

The Company provides a one-year warranty on most of its products. Estimated future warranty costs are accrued and charged to cost of goods sold in the period that the related revenue is recognized. These estimates are derived from historical data and trends of product reliability and costs of repairing and replacing defective products. To date, the Company has not incurred or accrued any significant costs related to product warranties.

(t)        Recently Issued Accounting Standards

In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income (ASU 2011-05), to require an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of equity. The Company adopted this guidance effective in the first quarter of fiscal 2012 and such adoption did not have a material impact on our condensed consolidated financial statements. No separate statement of comprehensive income is presented in the condensed consolidated financial statements, since for all periods presented, there are no components of comprehensive income, other than net income.

In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04), to achieve a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between U.S. GAAP and International Financial Reporting Standards. For assets and liabilities categorized as Level 3 and recognized at fair value, these amended standards require disclosure of quantitative information about unobservable inputs, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements. In addition, these amended standards require that we disclose the level in the fair value hierarchy for financial instruments disclosed at fair value but not recorded at fair value. ASU 2011-04 is effective for the Company in fiscal year 2013; early adoption of these standards is prohibited. The Company expects that the adoption of ASU 2011-04 will not have a material impact on its consolidated financial statements.

In December 2010, the FASB issued ASU No. 2010-28, Intangibles — Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero

12

ASTRIA SEMICONDUCTOR HOLDINGS, INC.
AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2012 and 2011

(Dollars in thousands, except share and per share data)

or Negative Carrying Amounts, a consensus of the FASB Emerging Issues Task Force (Issue No. 10-A) (ASU 2010-28). ASU 2010-28 modifies Step 1 of the goodwill impairment test under Accounting Standards Codification (ASC) Topic 350, Intangibles — Goodwill and Other, for reporting units with zero or negative carrying amounts to require an entity to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are adverse qualitative factors, including the examples provided in ASC paragraph 350-20-35-30, in determining whether an interim goodwill impairment test between annual test dates is necessary. The ASU allows an entity to use either the equity or enterprise valuation premise to determine the carrying amount of a reporting unit. ASU 2010-28 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 for a nonpublic company. The Company adopted ASU 2010-28 in 2012, which did not have a material impact on its condensed consolidated financial statements.

(2)       Significant Risks and Uncertainties Including Business and Credit Concentrations

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents, and accounts receivable. Our cash and cash equivalents are on deposit with major financial institutions. Such deposits may be in excess of insured limits. We believe that the financial institutions that hold our cash are financially sound, and accordingly, minimal credit risk exists with respect to these balances. We have not experienced any losses due to institutional failure or bankruptcy. We perform ongoing credit evaluations of our customers and generally do not require collateral for sales on credit. We review our accounts receivable balances to determine if any receivables will potentially be uncollectible and include any amounts that are determined to be uncollectible in our allowance for doubtful accounts.

Two customers comprised 67% and 70% of the accounts receivable balance at June 30, 2012 and December 31, 2011, respectively. In addition, the same two customers represented 68% and 65% of the Company’s net sales for the six months period ended June 30, 2012 and 2011, respectively.

(3)       Inventories

Inventories consist of the following:

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ASTRIA SEMICONDUCTOR HOLDINGS, INC.
AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2012 and 2011

(Dollars in thousands, except share and per share data)

(4)       Property and Equipment, Net

Property and equipment consists of the following:

Construction in progress includes costs incurred to build a portion of our leasehold improvements and test equipment. The capitalized costs and accumulated amortization related to assets under capital leases, primarily comprised of machinery and equipment, were $3,772 and $1,950, respectively, as of June 30, 2012. The corresponding amounts were $3,652 and $1,413, respectively, as of December 31, 2011. Depreciation expense was $1,749 and $1,844 for the six months period ended June 30, 2012 and 2011, respectively.

(5)       Intangible Assets

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ASTRIA SEMICONDUCTOR HOLDINGS, INC.
AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2012 and 2011

(Dollars in thousands, except share and per share data)

Aggregate amortization expense for amortizing intangible assets was approximately $0.7 million for each of the six months period ended June 30, 2012 and 2011. Estimated annual amortization expense for the next five years is: $1,400 in 2012 — 2015 and $1,140 in 2016.

(6)       Fair Value Measurements

We apply the following fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs, other than the quoted prices in active markets, which are observable either directly or indirectly.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

All of the Company’s financial instruments within the scope of fair value measurement are classified within Level 3 of the fair value hierarchy because they are valued using model-based techniques that use significant assumptions not observable in the market.

15

ASTRIA SEMICONDUCTOR HOLDINGS, INC.
AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2012 and 2011

(Dollars in thousands, except share and per share data)

Liabilities measured at fair value on a recurring basis were presented on the Company’s consolidated balance sheets as of June 30, 2012 and December 31, 2011 as follows:

The warrant liabilities are based on the fair value of the underlying shares of the common stock of the Company. The fair value of the Company’s common stock is determined by the board of directors using a valuation model requiring subjective assumptions, such as estimates of discount rates and projections of future cash flows, among other factors.

Because of the inherent uncertainty of valuations, estimated fair value may differ significantly from the value that would have been used had a ready market value for the securities existed, and the differences could be material.

16

ASTRIA SEMICONDUCTOR HOLDINGS, INC.
AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2012 and 2011

(Dollars in thousands, except share and per share data)

The following table presents a rollforward of the fair value of Level 3 (significant unobservable inputs) liabilities for the six months period ended June 30, 2012 and 2011:

(7)                     Accrued Liabilities

Accrued liabilities consisted of the following:

(8)                     Long-Term Debt and Credit Arrangements

(a)                      Line of Credit

At December 31, 2010, the Company had a revolving line of credit with SVB with available credit of $7 million and an outstanding balance of $2,268. Interest was charged at the prime interest rate plus 0.75%. The weighted average interest rate for 2010 was 4.00%.

On July 8, 2011, the Company fully paid off the outstanding balance on the revolving line of credit with SVB and obtained a revolving line of credit from U.S. Bank in the amount of $17.5 million, which matures on August 1, 2013. The amount outstanding at June 30, 2012 was $2.5 million. Interest on the line of credit is LIBOR plus 2.0%. The weighted average interest rate for the six months ended June 30, 2012 was 2.43%.

17

ASTRIA SEMICONDUCTOR HOLDINGS, INC.
AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2012 and 2011

(Dollars in thousands, except share and per share data)

The line of credit is secured by substantially all of Company’s assets. The Company is also subject to certain covenants, including financial covenants, under the revolving lines of credit. Financial covenants require the Company to maintain a debt coverage ratio of no less than 1.3 and tangible net worth greater than $9 million. The Company was in compliance with all covenants as of June 30, 2012 and December 31, 2011.

(b)                      Notes Payable

In September 2010, the Company entered into a $3 million term loan facility with SVB, with a fixed interest rate of 5.75%, maturing in September 2013, payable in thirty-six equal monthly payments. The amount outstanding at December 31, 2010 was $2,750.

On July 8, 2011, the Company repaid the facility.

(c)                       Warrants

As part of the credit arrangements with SVB, SVB was granted a warrant to purchase thirty thousand shares of the Company’s preferred stock at a price per share of $1.00. In addition, Gemini Investors were granted a warrant to purchase 1.8 million shares of the Company’s common stock at a price per share of $0.01. The Gemini warrants have a put option whereby the Company may be required to repurchase them. Upon issuance of the warrants, the Company valued the warrants at $729. The fair value of the warrant liability at June 30, 2012 and December 31, 2011, which is included within accrued liabilities on the condensed consolidated balance sheets, was $6,763 and $5,618, respectively. In conjunction with this, $1,145 and $645 have been included in interest expense in the condensed consolidated statements of income for the six month periods ended June 30, 2012 and 2011, respectively, related to losses resulting from the change in fair value of the warrant liability. The warrants include “piggyback” and an “S-3” registration right and antidilution provisions in parity with those given to the Company’s current investors. The warrants are exercisable within ten years from the date of issuance.

(9)                    Income Taxes

Astria recorded income tax expense of $1.6 million for the six months ended June 30, 2012. For the six months ended June 30, 2011, the Company recorded income tax expense of $0.9 million. The increase in the tax expense in 2012 was primarily due to the expiration of federal Research and Development (R&D) credits in 2012 and a reduction in the Company’s unrecognized tax benefits in fiscal year 2011 due to settlement.  The Company records a valuation allowance against deferred tax assets when it is considered more likely than not that all or a portion of deferred tax amounts will not be realized.  No valuation allowance was recorded as of June 30, 2012 and December 31, 2011.

As of June 30, 2012 and December 31, 2011, Astria had gross unrecognized tax benefits of $1.8 million and $1.8 million, respectively. As of June 30, 2012 and December 31, 2011, the combined amount of accrued interest and penalties related to uncertain tax positions included in income tax obligations on Astria’s balance sheet was approximately $57 thousand and $44 thousand, respectively.

18

ASTRIA SEMICONDUCTOR HOLDINGS, INC.
AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2012 and 2011

(Dollars in thousands, except share and per share data)

(10)              Stockholders’ Equity and Convertible Preferred Stock

(a)                      Common Stock

The Company is authorized to issue 60,000,000 shares of $0.001 par value common stock. As of June 30, 2012 and December 31, 2011, the Company has 1,171,689 and 1,160,968 shares of common stock issued and outstanding, respectively. All common stock has equal voting rights, are nonassessable, have one vote per share, and entitle stockholders to receive dividends, if declared and are subordinated to the Series A Preferred stockholders.

(b)                      Convertible Preferred Stock

In July 2008, the board of directors approved the authorization of 25,000,000 shares of par value $0.001 Series A Convertible Preferred Stock. As of June 30, 2012 and December 31, 2011, the Company has 19,500,000 shares of Series A Convertible Preferred Stock issued and outstanding. The preferred stock has liquidation priority rights over all other stockholders. The preferred stock can be converted at any time at the option of the stockholder, but will convert automatically, if and when the Company files an initial public offering, into the Company’s common stock. In conjunction with the issuance of Series A Convertible Preferred Stock, the Company issued warrants to purchase common or preferred stock as described in the warrant table below.

Holders of the Series A Preferred Stock shall be entitled to receive, when and as declared by the board of directors, out of assets legally available, prior and in preference to any declaration or payment of any dividend on the common stock, dividends at the annual rate of $0.08 per share of Series A Preferred Stock, as adjusted for any stock splits, reverse stock splits, stock dividends, and similar recapitalization events. Such dividends shall not be cumulative.

Voting Rights

Each holder of the Series A Preferred Stock is entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Series A Preferred Stock held by such holder are convertible.

Conversion Rights

Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time into a number of shares of common stock. The number of shares of common stock into which the Series A Preferred Stock can be converted into is determined by dividing the Series A Original Issue Price by the Series A Conversion Price (as defined below) in effect at the time of conversion. Shares of Series A Preferred Stock shall be automatically converted into shares of common stock, at the then effective conversion price, upon the vote or written consent of at least a majority of the voting power represented by the then outstanding shares of the Series A Preferred Stock or the closing of a firm commitment underwritten public offering pursuant to an effective registration.

19

ASTRIA SEMICONDUCTOR HOLDINGS, INC.
AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2012 and 2011

(Dollars in thousands, except share and per share data)

(c)                       Warrants

The number of common stock warrants outstanding as of June 30, 2012 and December 31, 2011 are as follows:

The number of Series A Preferred Stock warrants outstanding as of June 30, 2012 and December 31, 2011 are as follows:

(d)                      Noncontrolling Interest

In early 2009, the Company was notified that Chinese law currently has limits on foreign ownership of certain businesses, which prohibit non-Chinese persons from having direct ownership interests. To comply with these foreign ownership restrictions, the Company created MicroProbe Hong Kong Limited (MPHK) whereby MicroProbe Technology (Suzhou) Limited (MPCN) is its wholly owned subsidiary and the proportionate amounts of MPHK shares are allocated to the various employees of MPCN. MPHK is administered by an elected representative of MPCN management team to vote, issue, and repurchase these shares. The Company will continue to have the ability to substantially influence MPCN’s daily operations and financial affairs, since the Company is able to appoint its senior executives and approve all matters requiring stockholder approval.

Noncontrolling interests at June 30, 2012 and December 31, 2011 were $1,046 and $919, respectively.

20

ASTRIA SEMICONDUCTOR HOLDINGS, INC.
AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2012 and 2011

(Dollars in thousands, except share and per share data)

(11)              Stock Options

The Company applies the fair value recognition and measurement provisions of ASC Topic 718, Compensation — Stock Compensation (ASC 718). Stock-based compensation is recorded at fair value as of the grant date and recognized as an expense over the employee’s requisite service period (generally, the vesting period). Under ASC 718, the Company estimates the fair value of stock options granted using a Black-Scholes option pricing model and a multiple option award approach. This model utilizes the estimated fair value of common stock and requires that, at the date of grant, the Company uses the expected term of the option, the expected volatility of the price of its common stock, risk-free interest rates, and expected dividend yield of the Company’s common stock. Under the multiple option award approach, each option award is divided into each vesting tranche. The fair value of each option award tranche is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. Options typically vest with respect to 25% of the shares one year after the options’ vesting commencement date and the remainder ratably on a monthly basis over the following three years.

In valuing share-based awards under ASC 718, significant judgment is required in determining the expected volatility of the Company’s common stock and the expected term individuals will hold their share-based awards prior to exercising. Annually, the Company makes predictive assumptions regarding future stock price volatility, employee exercise behavior, dividend yield, and the forfeiture rate. The Company estimates the future stock price volatility using the historical volatility of similar publicly traded companies within the semiconductor industry, over the expected term of the option. The expected term assumption of six years for the six months periods ended June 30, 2012 and 2011 was derived using the simplified method due to lack of available historical exercise information. The risk-free interest rate for periods during the expected term of the options is based on the U.S. Treasury zero-coupon yield curve in effect at the time of the grant.

In the future, as the Company gains historical data for volatility in its stock and the actual term employees hold their options, expected volatility and expected term may change, which could substantially change the grant-date fair value of future awards of stock options and ultimately the expense the Company records.

(a)                      Stock Option Plans

Upon the acquisition of MPI in July 2008, the Company implemented the 2008 Stock Option Plan (Astria Plan) and converted all outstanding options under the TMMC Plan at a rate of 6.67 to 1 based on fair value of options exchanged. This plan was amended in October 2010 to increase the Company’s authorized shares to 5,696,391. Under the Astria Plan, eligible employees may purchase stock options, stock appreciation rights, restricted shares, and stock units. Options granted are exercisable over a maximum term of 10 years from the date of the grant and generally vest over a period of 4 years, where 25% vest on the first anniversary and monthly vesting thereafter.

21

ASTRIA SEMICONDUCTOR HOLDINGS, INC.
AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2012 and 2011

(Dollars in thousands, except share and per share data)

Shares available for future issuance under the Astria Plan are as follows:

Data pertaining to stock option activity under the Astria Plan was as follows:

The total intrinsic value of options exercised in the six months periods ended June 30, 2012 and 2011 was $85 and $14, respectively. The total fair value of shares vested during the six months periods ended June 30, 2012 and 2011 was $6 and $7, respectively.

As of June 30, 2012, there was $549 of total unrecognized compensation cost related to nonvested stock options, which is expected to be recognized over a weighted average period of 1.05 years.

22

ASTRIA SEMICONDUCTOR HOLDINGS, INC.
AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2012 and 2011

(Dollars in thousands, except share and per share data)

The following table summarizes information about stock options outstanding under the option plan as of June 30, 2012: