Cypress Semiconductor Corp /De/ Sample Contracts

INDENTURE DATED AS OF JUNE 3, 2003 -------------------- U.S. BANK NATIONAL ASSOCIATION AS TRUSTEE
Cypress Semiconductor Corp /De/ • June 30th, 2003 • Semiconductors & related devices • New York
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Exhibit 10.3
Participation Agreement • August 12th, 2003 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • New York
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Exhibit 10.2
Lease Agreement • August 12th, 2003 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • New York
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ESCROW AGREEMENT AMONG CYPRESS SEMICONDUCTOR CORPORATION, IC WORKS, INC. AND U.S BANK TRUST, N.A. AS ESCROW AGENT DATED AS OF JANUARY 21, 1999 2 TABLE OF CONTENTS
Escrow Agreement • February 12th, 1999 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • California
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BY AND BETWEEN
Loan and Security Agreement • November 10th, 2003 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • California
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RECITALS
Agreement and Plan of Merger • July 27th, 2000 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • Oregon
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BETWEEN
Registration Rights Agreement • June 30th, 2003 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • New York
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and State Street Bank and Trust Company of California, N.A. Trustee
Cypress Semiconductor Corp /De/ • July 11th, 2000 • Semiconductors & related devices • New York
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1 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as of October 10, 1996, effective as of September 30, 1996, is entered into by and among CYPRESS SEMICONDUCTOR CORPORATION, a Delaware corporation...
Credit Agreement • March 31st, 1997 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • California
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CYPRESS SEMICONDUCTOR CORPORATION AND U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of June 23, 2016 4.50% Convertible Senior Notes due 2022
Indenture • June 23rd, 2016 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • New York

INDENTURE dated as of June 23, 2016 between CYPRESS SEMICONDUCTOR CORPORATION, a Delaware corporation, as issuer (the “Company”, as more fully set forth in ‎Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in ‎Section 1.01).

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COMPANY
Indenture • December 19th, 1997 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • New York
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and State Street Bank and Trust Company of California, N.A. Trustee
Cypress Semiconductor Corp /De/ • March 9th, 2000 • Semiconductors & related devices • New York
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EXHIBIT 99.1 AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN CYPRESS SEMICONDUCTOR CORPORATION,
Non-Competition Agreement • July 27th, 2000 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • Oregon
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TO
Cypress Semiconductor Corp /De/ • March 24th, 1999 • Semiconductors & related devices • New York
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1 EXHIBIT 4.3 CYPRESS SEMICONDUCTOR CORPORATION REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 19th, 1997 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • New York
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1 EXHIBIT 99.1 AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN CYPRESS SEMICONDUCTOR CORPORATION,
Voting Agreement • September 20th, 2000 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • California
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REGISTRATION RIGHTS AGREEMENT among
Registration Rights Agreement • March 29th, 1999 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • New York
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1 EXHIBIT 99.1 AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • January 18th, 2000 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • California
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AGREEMENT AND PLAN OF MERGER BY AND BETWEEN CYPRESS SEMICONDUCTOR CORPORATION INDIGO ACQUISITION CORPORATION AND INTEGRATED SILICON SOLUTION, INC. Dated as of June [ ], 2015
Agreement and Plan of Merger • June 18th, 2015 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June [_], 2015 by and between Cypress Semiconductor Corporation, a corporation organized under the laws of the State of Delaware (“Parent”), Indigo Acquisition Corporation, a corporation organized under the laws of the State of Delaware (“Acquisition Sub”), and Integrated Silicon Solution, Inc., a Delaware corporation (the “Company”).

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EXHIBIT 4.20 CREDIT AGREEMENT DATED AS OF JULY 24, 1996
Credit Agreement • March 31st, 1997 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • California
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Cypress Semiconductor Corporation
Registration Rights Agreement • August 10th, 2007 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • New York

Cypress Semiconductor Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Lehman Brothers Inc. (collectively, the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement, dated as of March 7, 2007 (the “Purchase Agreement”), $500,000,000 aggregate principal amount (plus up to an additional $100,000,000 principal amount) of its 1.00% Convertible Senior Notes due September 15, 2009 (the “Initial Securities”). The Initial Securities will be convertible into shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) at the conversion price set forth in the Offering Circular dated March 7, 2007. The Initial Securities will be issued pursuant to an Indenture of even date herewith (as may be amended, modified or supplemented from time to time, the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). As a

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CYPRESS SEMICONDUCTOR CORPORATION (a Delaware corporation)
Purchase Agreement • August 9th, 2016 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • New York

Cypress Semiconductor Corporation, a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Initial Purchasers named in Schedule A hereto (collectively, the “Initial Purchasers,” which term shall also include any initial purchaser substituted as hereinafter provided in Section 11 hereof), for whom Merrill Lynch is acting as the representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $250,000,000 aggregate principal amount of the Company’s 4.50% Convertible Senior Notes due 2022 (the “Initial Securities”) and (ii) the grant by the Company to the Initial Purchasers, acting severally and not jointly, of the option to purchase all or any part of an additional $37,500,000 aggregate principal amount of i

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AGREEMENT AND PLAN OF MERGER BY AND BETWEEN CYPRESS SEMICONDUCTOR CORPORATION [CY MERGER SUB] AND INTEGRATED SILICON SOLUTION, INC. Dated as of [ ], 2015
Agreement and Plan of Merger • June 1st, 2015 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of [ ], 2015 by and between Cypress Semiconductor Corporation, a corporation organized under the laws of the State of Delaware (“Parent”), [CY SUB], a corporation organized under the laws of the State of Delaware (“Acquisition Sub”), and Integrated Silicon Solution, Inc., a Delaware corporation (the “Company”).

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AGREEMENT AND PLAN OF MERGER BY AND AMONG CYPRESS SEMICONDUCTOR CORPORATION RAIN ACQUISITION CORP. AND RAMTRON INTERNATIONAL CORPORATION Dated as of September 18, 2012
Agreement and Plan of Merger • September 19th, 2012 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 18, 2012 by and among Cypress Semiconductor Corporation, a Delaware corporation (“Parent”), Rain Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and Ramtron International Corporation, a Delaware corporation (the “Company”). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in Article I.

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TO
Cypress Semiconductor Corp /De/ • March 24th, 1999 • Semiconductors & related devices • New York
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AGREEMENT AND PLAN OF MERGER by and among CYPRESS SEMICONDUCTOR CORPORATION, INFINEON TECHNOLOGIES AG and IFX MERGER SUB INC. Dated as of June 3, 2019
Agreement and Plan of Merger • June 3rd, 2019 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of June 3, 2019 (as amended, restated, modified or supplemented in accordance with the terms hereof, this “Agreement”), is entered into by and among Cypress Semiconductor Corporation, a Delaware corporation (the “Company”), Infineon Technologies AG, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany (“Parent”), and IFX Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties” and, each, a “Party”).

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GUARANTY
Cypress Semiconductor Corp /De/ • May 9th, 2008 • Semiconductors & related devices
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Contract
Agreement and Plan of Reorganization • March 28th, 2002 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • California

Exhibit 2.12 AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG CYPRESS SEMICONDUCTOR CORPORATION, STEELERS ACQUISITION CORPORATION, SILICON PACKETS, INC. AND WITH RESPECT TO ARTICLE VII ONLY: U.S. BANK TRUST, N.A., AS ESCROW AGENT AND ROBERT C. MARSHALL, AS SECURITYHOLDER AGENT Dated as of November 17, 2001

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CREDIT AND GUARANTY AGREEMENT dated as of June 26, 2012 by and among CYPRESS SEMICONDUCTOR CORPORATION The GUARANTORS Referred to Herein The LENDERS Referred to Herein MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent...
Credit and Guaranty Agreement • June 28th, 2012 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • New York

This CREDIT AND GUARANTY AGREEMENT, dated as of June 26, 2012, is entered into by and among CYPRESS SEMICONDUCTOR CORPORATION, a Delaware corporation (“Borrower”), the GUARANTORS from time to time party hereto, the LENDERS from time to time party hereto, MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (together with its permitted successors in such capacity, “Administrative Agent”) and as collateral agent (together with its permitted successor in such capacity, “Collateral Agent”), JPMORGAN CHASE BANK, N.A. and SILICON VALLEY BANK, as syndication agents (collectively, and together with each of their permitted successors in such capacity, “Syndication Agents”), BANK OF AMERICA N.A., ROYAL BANK OF CANADA, UBS SECURITIES LLC and UNION BANK N.A., as documentation agents (collectively, and together with each of their permitted successors in such capacity, “Documentation Agents”) and MORGAN STANLEY BANK, N.A., as Issuing Bank.

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Shares Common Stock ($ Par Value)
Underwriting Agreement • March 29th, 1999 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • New York
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AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG CYPRESS SEMICONDUCTOR CORPORATION, CY ACQUISITION CORPORATION AND IC WORKS, INC. DATED AS OF JANUARY 21, 1999 AS AMENDED ON FEBRUARY 9, 1999 2 INDEX OF EXHIBITS
Agreement and Plan • March 24th, 1999 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • California
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CYPRESS SEMICONDUCTOR CORPORATION (a Delaware corporation)
Purchase Agreement • November 6th, 2017 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • New York

Cypress Semiconductor Corporation, a Delaware corporation (the “Company”), confirms its agreement with Barclays Capital Inc. (the “Initial Purchaser”), with respect to (i) the sale by the Company and the purchase by the Initial Purchaser, of $130,000,000 aggregate principal amount of the Company’s 2.00% Convertible Senior Notes due 2023 (the “Initial Securities”) and (ii) the grant by the Company to the Initial Purchaser of the option to purchase all or any part of an additional $20,000,000 aggregate principal amount of its 2.00% Convertible Senior Notes due 2023 (the “Option Securities” and, together with the Initial Securities, the “Securities”) to cover overallotments. The Securities are to be issued pursuant to an indenture to be dated as of November 6, 2017 (the “Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Securities will be convertible into cash, shares of the Company’s common stock, par value $0.01 per share (the “Common St

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 4th, 2008 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • Delaware

Furthermore, Acquisition Sub shall not be required to accept for payment, and (subject to the rules and regulations of the SEC) shall not be obligated to pay for, any Company Shares tendered pursuant to the Offer (and not theretofore accepted for payment or paid for) if, upon the expiration of the Offer (as it may have been extended pursuant to Section 1.1(d) of the Agreement) and before acceptance of such Company Shares for payment, any of the following circumstances exists:

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AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS by and between NETLOGIC MICROSYSTEMS, INC. (“Purchaser”) and CYPRESS SEMICONDUCTOR CORPORATION (“Seller”) dated as of January 25, 2006
Registration Rights Agreement • February 24th, 2006 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • California

THIS AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS (this “Agreement”) is made as of January 25, 2006 by and between Cypress Semiconductor Corporation, a Delaware corporation, having its principal office at 198 Champion Court, San Jose, CA 95134 (“Seller”), and NetLogic Microsystems, Inc., a Delaware corporation, having its principal office at 1875 Charleston Road, Mountain View, CA 94043 (“Purchaser”).

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AGREEMENT OF MERGER OF SILICON ACQUISITION CORPORATION, A CALIFORNIA CORPORATION AND SILICON LIGHT MACHINES, A CALIFORNIA CORPORATION
Cypress Semiconductor Corp /De/ • September 20th, 2000 • Semiconductors & related devices • California
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