Item 1.01 Entry into a Material Definitive Agreement

On April 2, 2024, GSI Technology, Inc. (the "Company") entered into a purchase and sale agreement (the "Agreement") with D.R. Stephens & Company, LLC, as purchaser, to sell the Company's 1213 Elko Drive property in Sunnyvale, California (the "Sunnyvale Property") for $11.85 million in cash. The Sunnyvale Property consists of approximately 44,277 square feet of industrial and office space where the Company has its headquarters and distribution facilities. The Agreement contains customary representations, warranties, covenants and closing conditions. The Agreement can be terminated by the purchaser for any reason during the purchaser's 45-day diligence period, and if terminated by the purchaser, the $250,000 deposit will be refunded to the purchaser. If termination occurs after the purchaser's 45-day diligence period and before closing, the deposit will not be refunded to the purchaser, except in the event of the Company's default under the Agreement. The foregoing description of the terms of the Agreement is subject to, and qualified in its entirety by, the Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

The Company further agreed that upon closing, the Company will enter into a lease agreement (the "Lease") and lease all of the Sunnyvale Property from the purchaser that it currently occupies for an initial term of ten years from the closing of the sale of the Sunnyvale Property. The Company has the option to renew the term of the Lease for two additional five-year periods. Pursuant to the Lease, the Company is responsible for base rent initially at a rate of approximately $90,768 per month and the monthly operational expenses, such as maintenance, insurance, property taxes and utilities. The rental rate will increase three percent (3%) per year beginning on the first anniversary of the closing. The foregoing description of the terms of the Lease is subject to, and qualified in its entirety by, the form of Lease, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference.