AGREEMENT AND PLAN OF MERGER by and among SKYWORKS SOLUTIONS, INC., POWERCO ACQUISITION CORP. and ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED Dated as of May 26, 2011Agreement and Plan of Merger • May 27th, 2011 • Advanced Analogic Technologies Inc • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 26, 2011 by and among Skyworks Solutions, Inc., a Delaware corporation (the “Buyer”), PowerCo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Buyer (the “Merger Sub”), and Advanced Analogic Technologies Incorporated, a Delaware corporation (the “Company”).
ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED INDEMNIFICATION AGREEMENTIndemnification Agreement • June 3rd, 2005 • Advanced Analogic Technologies Inc • Semiconductors & related devices • Delaware
This Indemnification Agreement (“Agreement”) is effective as of , by and between Advanced Analogic Technologies Incorporated, a Delaware corporation (the “Company”), and the indemnitee listed on the signature page hereto (“Indemnitee”).
ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED CHANGE OF CONTROL AGREEMENTChange of Control Agreement • June 3rd, 2005 • Advanced Analogic Technologies Inc • Semiconductors & related devices • California
This Change of Control Agreement (the “Agreement”) is made and entered into by and between (the “Executive”) and Advanced Analogic Technologies Incorporated, a California corporation (together with the successor entity resulting from the reincorporation of Advance Analogic Technologies Incorporated in Delaware, the “Company”), effective as of , 2005.
n] SHARES ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED COMMON STOCK (par value $0.001 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • August 2nd, 2005 • Advanced Analogic Technologies Inc • Semiconductors & related devices • New York
Advanced Analogic Technologies Incorporated, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in SCHEDULE II hereto (the “Underwriters”), and certain stockholders of the Company (the “Selling Stockholders”) named in SCHEDULE I hereto severally propose to sell to the several Underwriters, an aggregate of [n] shares of the Common Stock, par value $0.001 per share, of the Company (the “Firm Shares”), of which [n] shares are to be issued and sold by the Company, and [n] shares are to be sold by the Selling Stockholders, each Selling Stockholder selling the amount set forth opposite such Selling Stockholder’s name in SCHEDULE I to this agreement (the “Agreement”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 5th, 2011 • Advanced Analogic Technologies Inc • Semiconductors & related devices
THIS AMENDMENT NO. 1 (this “Amendment”) to the AGREEMENT AND PLAN OF MERGER dated as of May 26, 2011 (the “Merger Agreement”), is made and entered into this 30th day of November 2011 by and among Skyworks Solutions, Inc., a Delaware corporation (“Skyworks” or the “Buyer”), PowerCo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Buyer (the “Merger Sub”), and Advanced Analogic Technologies Incorporated, a Delaware corporation (the “Company”). All capitalized terms not otherwise expressly defined in this Amendment shall have the respective meanings assigned to them in the Merger Agreement.
JOINT DEVELOPMENT AGREEMENTJoint Development Agreement • July 18th, 2005 • Advanced Analogic Technologies Inc • Semiconductors & related devices • California
This JOINT DEVELOPMENT AGREEMENT (“Agreement”) is entered into as of June 1, 1999, by and between Advanced Analogic Technologies, Inc. (“AATI”), a California corporation with offices at 1250 Oakmead Parkway, Suite 310, Sunnyvale, CA 94086 and GEM Services, Inc. (“GEM”), a Cayman Islands corporation with offices at 43170 Osgood Road, Fremont, CA 94538. GEM and AATI are hereinafter also referred to, singly, as the “Party,” and collectively, as the “Parties.”
LEASE AGREEMENTLease Agreement • April 4th, 2005 • Advanced Analogic Technologies Inc
THIS LEASE, executed in duplicate as of the 4th day of August 2004 by and between Wolfe Road Investments No. 3, a partnership (hereinafter called “Landlord”), and Advanced Analogic Technologies, California corporation (hereinafter called “Tenant”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • October 6th, 2010 • Advanced Analogic Technologies Inc • Semiconductors & related devices • California
This Separation Agreement and Release (“Agreement”) is made by and between Allen Lam (“Executive”) and Advanced Analogic Technologies, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • December 5th, 2011 • Advanced Analogic Technologies Inc • Semiconductors & related devices • Delaware
Skyworks Solutions, Inc., a Delaware corporation (“Skyworks”), PowerCo Acquisition Corp., a Delaware corporation (“PowerCo”), and Advanced Analogic Technologies Incorporated, a Delaware corporation (“AATI”; collectively, with Skyworks and PowerCo, the “Parties”) intending to be mutually bound as and for their Settlement Agreement and Mutual Release hereby agree:
STOCKHOLDER AGREEMENTStockholder Agreement • May 27th, 2011 • Advanced Analogic Technologies Inc • Semiconductors & related devices • Delaware
THIS STOCKHOLDER AGREEMENT (this “Agreement”) is made and entered into as of May 26, 2011 by and among the stockholders of Advanced Analogic Technologies Incorporated, a Delaware corporation (the “Company”), named on the signature page(s) hereto (collectively, “Stockholders” and each individually, a “Stockholder”), and Skyworks Solutions, Inc., a Delaware corporation (the “Buyer”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Merger Agreement referred to below.
ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT First Closing: October 27, 2003 Second Closing: November 19, 2003 Third Closing: December 18, 2003 Fourth Closing: December 24, 2003 Fifth Closing: May 7, 2004Rights Agreement • April 4th, 2005 • Advanced Analogic Technologies Inc • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of October 27, 2003, by and among Advanced Analogic Technologies Incorporated, a California corporation (the “Company”) and the persons and entities identified on Exhibit A attached hereto (each a “Holder” and collectively, the “Holders”). This Agreement supersedes and replaces the Company’s Amended and Restated Investors’ Rights Agreement dated as of October 27, 2000 (the “Prior Agreement”).
NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENTNon-Competition, Non-Solicitation and Confidentiality Agreement • May 27th, 2011 • Advanced Analogic Technologies Inc • Semiconductors & related devices • California
THIS NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT (the “Agreement”), dated as of May 26, 2011, is made by and between Skyworks Solutions, Inc., a Delaware corporation (“Buyer”), and Richard K. Williams, an individual residing in the State of California (the “Stockholder”). The Buyer and the Stockholder are each referred to in this Agreement as a “Party” and collectively as the “Parties.”
LOAN AND SECURITY AGREEMENT ADVANCED ANALOGIC TECHNOLOGIES, INCORPORATEDLoan and Security Agreement • April 29th, 2005 • Advanced Analogic Technologies Inc • Semiconductors & related devices
This LOAN AND SECURITY AGREEMENT (“Agreement”) dated as of the Effective Date, between SILICON VALLEY BANK (“Bank”), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and ADVANCED ANALOGIC TECHNOLOGIES, INCORPORATED (“Borrower”), whose address is 830 East Arques Avenue, Mountain View, California 94085 provides the terms on which Bank will lend to Borrower and Borrower will repay Bank. The parties agree as follows:
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • August 1st, 2008 • Advanced Analogic Technologies Inc • Semiconductors & related devices • California
This Settlement Agreement and Release (“Agreement”) is made by and between Parviz Ghaffaripour (“Employee”) and Advanced Analogic Technologies, Inc. (“AATI” or the “Company”) together with all of its direct or indirect parent companies, subsidiaries or subsidiaries of its parent companies) (Employee and the Company collectively referred to as the “Parties” or individually referred to as a “Party”).
AMENDMENT TO SEMICONDUCTOR MANUFACTURING AGREEMENTSemiconductor Manufacturing Agreement • August 2nd, 2005 • Advanced Analogic Technologies Inc • Semiconductors & related devices
This Amendment serves to amend the Wafer Manufacturing Agreement (“Agreement”) originally executed on or about May 1, 2002, by and between Advanced Analogic Technologies, Inc. (“CUSTOMER”) and Hynix Semiconductor Inc, and Hynix Semiconductor America Inc. (“FOUNDRY”). The parties hereby agree the below terms and conditions are added to and made a part of the Agreement, effective May 1, 2005:
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT ADVANCED ANALOGIC TECHNOLOGIES INCORPORATEDLoan and Security Agreement • July 18th, 2005 • Advanced Analogic Technologies Inc • Semiconductors & related devices
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (“Agreement”) dated as of the Effective Date, between SILICON VALLEY BANK (“Bank”), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and ADVANCED ANALOGIC TECHNOLOGIES, INCORPORATED, a Delaware corporation (“Borrower”), whose address is 830 East Arques Avenue, Sunnyvale, California 94085 provides the terms on which Bank will lend to Borrower and Borrower will repay Bank. The parties agree as follows:
AMENDED AND RESTATED SHARE AND ASSET PURCHASE AGREEMENT BY AND BETWEEN ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED, AS PURCHASER, AND IPCORE TECHNOLOGIES CORPORATION, AS SELLER DATED AS OF OCTOBER 31, 2006Share and Asset Purchase Agreement • November 3rd, 2006 • Advanced Analogic Technologies Inc • Semiconductors & related devices • New York
This AMENDED AND RESTATED SHARE AND ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into as of October 31, 2006 by and among Advanced Analogic Technologies Incorporated, a Delaware corporation (“Purchaser”) and IPCore Technologies Corporation, incorporated under the laws of the Cayman Islands (“IPCore”), Analog Power Semiconductor Corporation, incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of IPCore (“AP Semi”), Artlogic, Inc., a Japan KK and a wholly-owned subsidiary of IPCore (“Artlogic”), and IPCore Technologies USA, Inc., a California corporation and wholly-owned subsidiary of IPCore (“IPCore USA,” together with IPCore, and Artlogic (and, for purposes of Articles III and VI only, together with APSemi), “Seller”).
ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 21st, 2005 • Advanced Analogic Technologies Inc • Semiconductors & related devices • California
This Amendment is made as of May 18, 2005, by and between Advanced Analogic Technologies Incorporated, a Delaware corporation (the “Company”), and the persons and entities identified on Exhibit A hereto (each a “Holder” and collectively, the “Holders”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • June 17th, 2011 • Advanced Analogic Technologies Inc • Semiconductors & related devices • California
This Separation Agreement and Release (“Agreement”) is made by and between Brian McDonald (“Executive”) and Advanced Analogic Technologies, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
Master WAFER FOUNDRY AGREEMENTWafer Foundry Agreement • April 29th, 2005 • Advanced Analogic Technologies Inc • Semiconductors & related devices • California
THIS WAFER FOUNDRY AGREEMENT is made effective as of the 4TH day of JUNE, 2002, by and among the Systems I.C. Division of HYNIX SEMICONDUCTOR AMERICA, a California corporation, located at 3101 North First Street, San Jose, California 95134 hereinafter (“HSA”) functioning as the contract facilitator and limited agent of HSI, and HYNIX SEMICONDUCTOR INC., LTD. (“HSI”) a Republic of Korea corporation with its principal offices located at San 136-1, Ami-ri, Bubal-eub, Ichon-si, KyoungKi-do, 467-701 Korea, performing as the FOUNDRY, and ADVANCED ANALOGIC TECHNOLOGIES, INC., a California corporation, located at 1250 Oakmead Parkway Suite 310, Sunnyvale, CA 94086, hereinafter (“CUSTOMER”).
March 2, 2005Advanced Analogic Technologies Inc • June 3rd, 2005 • Semiconductors & related devices
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • April 6th, 2011 • Advanced Analogic Technologies Inc • Semiconductors & related devices • California
This Separation Agreement and Release (“Agreement”) is made by and between Brian McDonald (“Executive”) and Advanced Analogic Technologies, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
ADVANCED ANALOGIC TECHNOLOGIES, INC. AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • April 29th, 2005 • Advanced Analogic Technologies Inc • Semiconductors & related devices • California
This Amended and Restated Voting Agreement (the “Agreement”) is made and entered into this 27th day of October, 2003 by and among Advanced Analogic Technologies, Inc., a California corporation (the “Company”), the persons listed on Schedule 1 attached hereto (each, a “Common Shareholder” and, collectively, the “Common Shareholders”) and such persons and entities listed in Schedule 2 attached hereto (each, an “Investor” and, collectively, the “Investors”). The Company, the Common Shareholders and the Investors are collectively referred to as the “Voting Parties.” Terms not otherwise defined herein shall have the meaning ascribed to them in the Series E Preferred Stock Purchase Agreement dated as of even date herewith (the “Purchase Agreement”).
