EXHIBIT 99.3 ESCROW AGREEMENT This ESCROW AGREEMENT (the "Agreement") is entered into as of this 30th day of August, 2005 (the "Closing Date"), among SIMTEK CORPORATION, a Colorado corporation ("Simtek"), Q-DOT, INC., an Illinois corporation and...Escrow Agreement • September 6th, 2005 • Simtek Corp • Semiconductors & related devices • Delaware
PLEDGE AGREEMENTPledge Agreement • August 13th, 2002 • Simtek Corp • Semiconductors & related devices • Texas
EXHIBIT 10.11 AMENDMENT TO ASSET PURCHASE AGREEMENT THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Amendment") dated as of November 17, 2000, is between SIMTEK CORPORATION, a Colorado corporation ("Simtek"), and WEBGEAR, INC., a California...Asset Purchase Agreement • December 15th, 2000 • Simtek Corp • Semiconductors & related devices • Colorado
EXHIBIT 4.3 ----------- Q-DOT GROUP, INC. INCENTIVE STOCK OPTION AGREEMENT THIS AGREEMENT, made this _______ day of ____________ , 19___, by and between Q-DOT GROUP, INC. (hereinafter called the "Company"), a Delaware corporation, and...Incentive Stock Option Agreement • November 20th, 2001 • Simtek Corp • Semiconductors & related devices • Colorado
ARTICLE IExchange Agreement • July 7th, 2000 • Simtek Corp • Semiconductors & related devices • Colorado
ASSIGNMENT AGREEMENTAssignment Agreement • March 27th, 2003 • Simtek Corp • Semiconductors & related devices
As you may be aware, Amkor Technology, Inc. has agreed to sell its Foundry Services Business to Anam Semiconductor, Inc. effective as of March 1, 2003 ("Effective Date"). Amkor Technology and Anam Semiconductor have enjoyed a successful foundry relationship since 1997. As the sole manufacturer of semiconductor products to Amkor since our wafer foundry inception, Anam Semiconductor, in partnership with Dongbu Electronics, will now assume the management activities for sales, marketing, engineering, and planning services traditionally provided by Amkor Technology. Our goal during this transition period is to execute a transparent change of control to Simtek while building upon the tradition of customer excellence that Amkor and Anam have demonstrated in the past.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • August 14th, 2000 • Simtek Corp • Semiconductors & related devices • Colorado
WITNESSETH:Securities Purchase Agreement • November 12th, 2003 • Simtek Corp • Semiconductors & related devices • Texas
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of September 21, 2006, among Simtek Corporation, a Colorado corporation (the "Company"), and the purchasers signatory hereto...Registration Rights Agreement • September 25th, 2006 • Simtek Corp • Semiconductors & related devices
ESCROW AGREEMENTEscrow Agreement • May 10th, 2005 • Simtek Corp • Semiconductors & related devices • California
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • September 25th, 2006 • Simtek Corp • Semiconductors & related devices • Texas
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 3rd, 2006 • Simtek Corp • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 30, 2005, among Simtek Corporation, a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Article I. Duties ------Employment Agreement • March 23rd, 1999 • Simtek Corp • Semiconductors & related devices • Colorado
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 14th, 2004 • Simtek Corp • Semiconductors & related devices • New York
This Securities Purchase Agreement (this "Agreement") is dated as of October 12, 2004, among Simtek Corporation, a Colorado corporation (the "Company"), and the investors identified on the signature pages hereto (each, an "Investor" and collectively, the "Investors").
EXHIBIT 10.16 ------------- CONVERTIBLE LOAN AGREEMENT DATED AS OF JUNE 28, 2002 BY AND AMONG SIMTEK CORPORATION AS BORROWERConvertible Loan Agreement • August 13th, 2002 • Simtek Corp • Semiconductors & related devices • Texas
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 3rd, 2006 • Simtek Corp • Semiconductors & related devices
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 30, 2005, among Simtek Corporation, a Colorado corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
Exhibit 10.15 ------------- MANUFACTURING SERVICES AGREEMENT -------------------------------- by and among Amkor Technology, Inc.;Manufacturing Services Agreement • March 28th, 2002 • Simtek Corp • Semiconductors & related devices • Pennsylvania
EXHIBIT 10.1 ------------ LICENSE AND DEVELOPMENT AGREEMENT --------------------------------- This License and Development Agreement ("Agreement") is made and entered into effective as of March 24, 2006 (the "Effective Date") by and between Simtek...License and Development Agreement • March 30th, 2006 • Simtek Corp • Semiconductors & related devices • California
Agreement ---------Escrow Agreement • December 13th, 2005 • Simtek Corp • Semiconductors & related devices • Colorado
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 14th, 2004 • Simtek Corp • Semiconductors & related devices • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of October 12, 2004, by and among Simtek Corporation, a Colorado corporation (the "Company"), and the investors signatory hereto (each a "Investor" and collectively, the "Investors").
Exhibit 10.1 ------------ ACCOUNT PURCHASE AGREEMENT This Agreement is dated as of May 22, 2006 between Wells Fargo Bank, National Association, acting through its Wells Fargo Business Credit operating division ("WFBC"), and Simtek Corporation...Account Purchase Agreement • June 8th, 2006 • Simtek Corp • Semiconductors & related devices • Colorado
Exhibit 99.2 SEPARATION AGREEMENT This Separation Agreement is made and entered into as of May 9, 2005, between Douglas Mitchell ("Executive") and Simtek Corporation (the "Company"), referred to collectively as the "Parties." WHEREAS, Executive...Separation Agreement • May 12th, 2005 • Simtek Corp • Semiconductors & related devices • Colorado
AGREEMENTEmployment Agreement • September 4th, 2001 • Simtek Corp • Semiconductors & related devices • Colorado
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 4th, 2008 • Simtek Corp • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of August 1, 2008, by and among, CYPRESS SEMICONDUCTOR CORPORATION, a Delaware corporation (“Parent”); Copper Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”); and SIMTEK CORPORATION, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
EXHIBIT 99.2 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement"), made this 30th day of August, 2005, by and among (i) Hittite Microwave Corporation, a Delaware corporation having its principal place of business at 20 Alpha Road,...Asset Purchase Agreement • September 6th, 2005 • Simtek Corp • Semiconductors & related devices • Delaware
EXHIBIT 10.22 ------------- SIMTEK / AMKOR TECHNOLOGY DEVELOPMENT, LICENSE AND PRODUCT AGREEMENT This Agreement is made and entered into as of the Effective Date by and between Simtek, ATI and Anam, based on the terms defined below. Whereas, AMKOR and...License and Product Agreement • November 12th, 2002 • Simtek Corp • Semiconductors & related devices • Pennsylvania
Agreement ---------Share Purchase Agreement • May 10th, 2005 • Simtek Corp • Semiconductors & related devices • California
RECITALSRegistration Rights Agreement • March 30th, 2006 • Simtek Corp • Semiconductors & related devices • California
ContractSimtek Corp • October 14th, 2004 • Semiconductors & related devices
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
RECITALSProduction and Development Agreement • May 10th, 2005 • Simtek Corp • Semiconductors & related devices • California
August 15, 2008 Dear Simtek Stockholder:Simtek Corp • August 15th, 2008 • Semiconductors & related devices
We are pleased to inform you that, on August 1, 2008, Simtek Corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cypress Semiconductor Corporation, a Delaware corporation (“Cypress”), and Copper Acquisition Corporation, a Delaware corporation and a direct wholly owned subsidiary of Cypress (“Purchaser”).
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • August 4th, 2008 • Simtek Corp • Semiconductors & related devices • Delaware
THIS TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 1, 2008 by and between Cypress Semiconductor Corporation, a Delaware corporation (“Parent”), Copper Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (“Acquisition Sub”) and the undersigned securityholder (“Stockholder”) of Simtek Corporation, a Delaware corporation (the “Company”).
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • August 15th, 2008 • Simtek Corp • Semiconductors & related devices • Colorado
THIS CHANGE OF CONTROL AGREEMENT (this “Agreement”), dated April 3, 2008 (the “Effective Date”), is by and between AgigA Tech, Inc., a Delaware corporation (the “Company”), and Ronald Sartore (the “Employee”).
Exhibit 99.2 SEPARATION AGREEMENT This Separation Agreement is made and entered into as of May 9, 2005, between Douglas Mitchell ("Executive") and Simtek Corporation (the "Company"), referred to collectively as the "Parties." WHEREAS, Executive...Separation Agreement • December 9th, 2005 • Simtek Corp • Semiconductors & related devices • Colorado
EXHIBIT 10.20 ------------- BORROWER'S SECURITY AGREEMENTBorrower's Security Agreement • August 13th, 2002 • Simtek Corp • Semiconductors & related devices • Texas
