Sipex Corp Sample Contracts

Sipex Corp – SEPARATION AGREEMENT AND RELEASE (August 22nd, 2007)

This Separation Agreement and Release (“Agreement”) is made by and between Clyde R. Wallin (“Employee”) and Sipex Corporation (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

Sipex Corp – AMENDMENT NO. 7 TO LOAN AND SECURITY AGREEMENT (June 27th, 2007)

THIS AMENDMENT NO. 7 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 26th day of June, 2007, by and between Silicon Valley Bank (“Bank”) and Sipex Corporation, a Delaware corporation (“Borrower”) whose address is 233 South Hillview Drive, Milpitas, California 95035.

Sipex Corp – PRESS RELEASE Contacts: (May 8th, 2007)

FREMONT, Calif. and MILPITAS, Calif., May 8, 2007 – Exar Corporation (Nasdaq: EXAR) and Sipex Corporation (Nasdaq: SIPX) today announced that they have entered into a definitive merger agreement to combine the two companies. Under the terms of the agreement, which was approved by the boards of directors of both companies, Sipex stockholders will receive 0.6679 of a share of Exar for each share of Sipex. Exar stockholders will own approximately 67.6% and Sipex stockholders will own approximately 32.4% of Exar after completion of the transaction, which assumes conversion to stock of outstanding Sipex debt and related warrants. Ralph Schmitt, Sipex chief executive officer, will become the chief executive officer of Exar. Interim chief executive officer and chairman, Richard L. Leza, will continue as chairman of the board of directors.

Sipex Corp – FORM OF SIPEX VOTING AGREEMENT (May 8th, 2007)

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of May , 2007 by and between Exar Corporation, a Delaware corporation (“Exar”), and the undersigned stockholder (the “Stockholder”) of Sipex Corporation, a Delaware corporation (“Sipex”).

Sipex Corp – FORM OF SIPEX VOTING AGREEMENT (May 8th, 2007)

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of May , 2007 by and between Exar Corporation, a Delaware corporation (“Exar”), and the undersigned stockholder (the “Stockholder”) of Sipex Corporation, a Delaware corporation (“Sipex”).

Sipex Corp – FORM OF EXAR VOTING AGREEMENT (May 8th, 2007)

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of May , 2007 by and between Sipex Corporation, a Delaware corporation (“Sipex”), and the undersigned stockholder (the “Stockholder”) of Exar Corporation, a Delaware corporation (“Exar”).

Sipex Corp – FORM OF EXAR VOTING AGREEMENT (May 8th, 2007)

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of May , 2007 by and between Sipex Corporation, a Delaware corporation (“Sipex”), and the undersigned stockholder (the “Stockholder”) of Exar Corporation, a Delaware corporation (“Exar”).

Sipex Corp – AGREEMENT AND PLAN OF MERGER BY AND AMONG EXAR CORPORATION, SIPEX CORPORATION AND SIDE ACQUISITION CORP. Dated as of May 7, 2007 (May 8th, 2007)

This AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of May 7, 2007 among Sipex Corporation, a Delaware corporation (“Sipex”), Exar Corporation, a Delaware corporation (“Exar”) and Side Acquisition Corp., a Delaware corporation and direct wholly owned subsidiary of Exar (“Merger Sub”). Capitalized terms that are used herein shall have the respective meanings ascribed thereto in Article VIII hereof.

Sipex Corp – April 23, 2007 (April 27th, 2007)

This letter amends and updates your offer letter (the “Initial Offer Letter”) from Sipex Corporation (the “Company”) dated March 26, 2004 regarding your employment arrangements as Senior Vice President of Finance and Chief Financial Officer of the Company. Specifically, this letter supersedes and replaces portions of the offer letter regarding severance and change of control-related benefits to which you may become entitled, though we will continue to rely upon certain definitions in your offer letter. To the extent not amended hereby, the Initial Offer Letter remains in full force and effect.

Sipex Corp – SIPEX CORPORATION as the Company and RODFRE HOLDINGS LLC as the Purchaser SECURITIES PURCHASE AGREEMENT Dated as of March 29, 2007 (March 30th, 2007)

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 29, 2007, by and between Sipex Corporation, a Delaware corporation (the “Company”), and Rodfre Holdings LLC (the “Purchaser”), a Delaware Corporation.

Sipex Corp – CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF SIPEX CORPORATION (February 28th, 2007)
Sipex Corp – Sipex Corporation (February 21st, 2007)

Milpitas, California, (February 21, 2007) (OTC: SIPX.PK), — Sipex today reported fiscal fourth quarter and fiscal year operating results. Net Sales for the fourth quarter of 2006 were $18.9 million, down 10% from the third quarter net sales of $21.0 million and up 9% from net sales of $17.2 million recorded in the year-ago period. Net Sales for the fiscal year of 2006 were $78.8 million, up 8% from the year-ago period. Fourth quarter 2006 GAAP net loss was $14.3 million, or $0.40 per share, compared with GAAP net loss of $6.3 million, or $0.18 per share, in the previous quarter and GAAP net loss of $11.7 million, or $0.33 per share, in the year-ago period. Fiscal 2006 GAAP net loss was $41.2 million, or $1.16 per share, compared with GAAP net loss of $38.1 million, or $1.07 per share, in the year-ago period. The fourth quarter and fiscal year 2006 GAAP net loss included stock-based compensation of $1.2 million and $3.8 million, or $0.03 and $0.11 per share, respectively.

Sipex Corp – Sipex Corporation Separation Agreement and General Release (January 19th, 2007)

This Separation Agreement and General Release (this “Agreement”) is made by and between Richard C. Hawron (“Employee”) and Sipex Corporation, a Delaware corporation (the “Company”). Employee and the Company are collectively referred to herein as the “Parties.”

Sipex Corp – CERTIFICATE OF AMENDMENT OF BYLAWS OF SIPEX CORPORATION (December 5th, 2006)

Clyde R. Wallin, Secretary of Sipex Corporation, a Delaware corporation (the “Company”), hereby certifies that by written consent on November 30, 2006, the Company’s Board of Directors amended Section 3.3 of the Company’s Amended and Restated Bylaws to read as follows:

Sipex Corp – CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF SIPEX CORPORATION (December 5th, 2006)
Sipex Corp – AMENDMENT #7 TO THE AUTHORIZED DISTRIBUTOR MARKET PRICE AGREEMENT DATED AS OF JULY 1ST, 1993, BY AND BETWEEN: (November 7th, 2006)

WHEREAS Sipex and Future have entered into an Authorized Distributor Market Price Agreement dated as of the 1st day of July 1993 (the “Agreement”);

Sipex Corp – AMENDMENT NO. 6 TO LOAN AND SECURITY AGREEMENT (October 4th, 2006)

THIS AMENDMENT NO. 6 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 28 day of September, 2006, by and between Silicon Valley Bank (“Bank”) and Sipex Corporation, a Delaware corporation (“Borrower”) whose address is 233 South Hillview Drive, Milpitas, California 95035.

Sipex Corp – AMENDMENT #6 TO THE AUTHORIZED DISTRIBUTOR MARKET PRICE AGREEMENT DATED AS OF JULY 1ST, 1993, BY AND BETWEEN: (October 3rd, 2006)

WHEREAS Sipex and Future have entered into an Authorized Distributor Market Price Agreement dated as of the 1st day of July 1993 (the “Agreement”);

Sipex Corp – SIPEX CORPORATION STAND-ALONE STOCK OPTION AGREEMENT (September 22nd, 2006)

You have been granted a Nonstatutory Stock Option to purchase Common Stock of the Company, subject to the terms and conditions of this Agreement, as follows:

Sipex Corp – SIPEX CORPORATION STAND-ALONE STOCK OPTION AGREEMENT (September 22nd, 2006)
Sipex Corp – SIPEX CORPORATION STAND-ALONE STOCK OPTION AGREEMENT (September 22nd, 2006)
Sipex Corp – SIPEX CORPORATION STAND-ALONE STOCK OPTION AGREEMENT (September 22nd, 2006)
Sipex Corp – AMENDMENT TO FUTURE ELECTRONICS INCORPORATED WORLDWIDE AUTHORIZED DISTRIBUTOR MARKET PRICE AGREEMENT (September 21st, 2006)

For good and valuable consideration, including Future Electronics’ significant and substantial efforts to market Sipex Product, the parties hereby agree to amend the July 1, 1993 Future Electronics Incorporated Worldwide Authorized Distributor Market Price Agreement (the “Agreement”) as follows:

Sipex Corp – AMENDMENT #4 TO THE AUTHORIZED DISTRIBUTOR MARKET PRICE AGREEMENT DATED AS OF JULY 1ST, 1993, BY AND BETWEEN: (September 21st, 2006)

WHEREAS Sipex and Future have entered into an Authorized Distributor Market Price Agreement dated as of the 1st day of July 1993 (the “Agreement”);

Sipex Corp – ADDENDUM “B” SIPEX CORPORATION DISTRIBUTOR AGREEMENT (September 21st, 2006)

This amendment authorizes the following locations of Future Electronics to sell products manufactured by SIPEX CORPORATION.

Sipex Corp – AMENDMENT #3 TO THE AUTHORIZED DISTRIBUTOR MARKET PRICE AGREEMENT DATED AS OF JULY 1st, 1993 BY AND BETWEEN: FUTURE ELECTRONICS INC. (“ Future ”) -and- SIPEX, CORPORATION (“ Sipex ”) (September 21st, 2006)

WHEREAS Sipex and Future have entered into an Authorized Distributor Market Price Agreement dated as of the 1st day of July 1993 (the “Agreement”);

Sipex Corp – AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT WITH LIMITED WAIVER (August 7th, 2006)

THIS AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT WITH LIMITED WAIVER (this “Amendment”) is entered into this 1st day of August, 2006, by and between Silicon Valley Bank (“Bank”) and Sipex Corporation, a Delaware corporation (“Borrower”) whose address is 233 South Hillview Drive, Milpitas, California 95035.

Sipex Corp – MASTER AGREEMENT BETWEEN SIPEX CORPORATION And HANGZHOU SILAN MICROELECTRONICS CO., LTD. And HANGZHOU SILAN INTEGRATED CIRCUIT CO., LTD. DATED AS OF FEBRUARY 27, 2006 (July 26th, 2006)

This Wafer Supply Agreement, including the Exhibits hereto (this "Agreement"), is entered into as of February 27, 2006 (the "Effective Date") by and between Sipex Corporation, a Delaware corporation with its principal place of business at 233 South Hillview Drive, Milpitas, CA 95053, U.S.A. ("Sipex") and Hangzhou Silan Integrated Circuit Co., Ltd., a China limited liability company with its principal place of business at No. 10 Road, East HETZ, Hangzhou (Xiasha), People's Republic of China, Postcode: 310018 ("Silan", together with Sipex, referred to individually as a "Party" and collectively as the "Parties").

Sipex Corp – SECURITIES PURCHASE AGREEMENT (May 30th, 2006)

AMENDMENT NO. 1, dated as of May 24, 2006 (this “Amendment”), to the Securities Purchase Agreement, dated as of May 16, 2006 (the “Purchase Agreement”), by and among Sipex Corporation, a Delaware corporation (the “Company”), and the Buyers listed on the Schedule of Buyers attached thereto as Exhibit A (each a “Buyer” and collectively, the “Buyers”). Each capitalized term used and not otherwise defined herein shall have the meaning assigned to such term in the Purchase Agreement.

Sipex Corp – SIPEX CORPORATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Warrant Agent (May 22nd, 2006)

WARRANT AGENT AGREEMENT (“Warrant Agent Agreement”) dated as of May 16, 2006 between Sipex Corporation, a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association organized and in good standing under the laws of the United States, as Warrant Agent (the “Warrant Agent”).

Sipex Corp – Sipex Corporation, Issuer Wells Fargo Bank, National Association, as Trustee INDENTURE Dated as of May 16, 2006 5.5% Convertible Senior Notes due 2026 CROSS-REFERENCE TABLE* (May 22nd, 2006)

Provisions of Trust Indenture Act of 1939 and Indenture, dated as of May 16, 2006, between Sipex Corporation and Wells Fargo Bank, National Association, a national banking association organized and in good standing under the laws of the United States, as Trustee, providing for the 5.5% Convertible Senior Notes due 2026:

Sipex Corp – SIPEX CORPORATION as the Company and BUYERS, as defined herein REGISTRATION RIGHTS AGREEMENT Dated as of May 16, 2006 REGISTRATION RIGHTS AGREEMENT (May 22nd, 2006)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is entered into as of May 16, 2006, by and among Sipex Corporation, a Delaware corporation (the “Company”), and the buyers listed on the Schedule of Buyers attached hereto as Exhibit A (each, a “Buyer” and, collectively, the “Buyers”).

Sipex Corp – Sipex Announces Closing of $30 Million Convertible Senior Note Offering Thursday May 18, 8:17 pm ET (May 22nd, 2006)

MILPITAS, Calif., May 18 /PRNewswire-FirstCall/ — Sipex Corporation (OTC: SIPX.PK — News) today announced the sale of $30 million of 5.5% Convertible Senior Notes due 2026 in a private placement.

Sipex Corp – AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT (May 22nd, 2006)

THIS AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 18 day of May, 2006, by and between Silicon Valley Bank (“Bank”) and Sipex Corporation, a Delaware corporation (“Borrower”) whose address is 233 South Hillview Drive, Milpitas, California 95035.

Sipex Corp – SIPEX CORPORATION as the Company and BUYERS, as defined herein SECURITIES PURCHASE AGREEMENT Dated as of May 16, 2006 5.5% Convertible Senior Notes due 2026 and Warrants to Purchase Common Stock SECURITIES PURCHASE AGREEMENT (May 22nd, 2006)