Exhibit 2.3 ESCROW AGREEMENT This Escrow Agreement (this "ESCROW AGREEMENT") is made and entered into as of November 23, 1999 (the "EFFECTIVE TIME") by and among SIPEX Corporation, a Massachusetts corporation ("PARENT"); Calogic, a California...Escrow Agreement • December 8th, 1999 • Sipex Corp • Semiconductors & related devices • Massachusetts
VOTING AGREEMENTVoting Agreement • August 12th, 2003 • Sipex Corp • Semiconductors & related devices • California
A) By the Employee Without Good Reason. The Employee may terminate his employment without Good Reason (as defined in Section 3(B)(2) below) provided that the Employee gives the Company a written notice of intent to terminate at least thirty (30) days'...Employment Agreement • August 12th, 1999 • Sipex Corp • Semiconductors & related devices • Massachusetts
EXHIBIT 4.5 SIPEX CORPORATION STOCK OPTION AGREEMENT SIPEX Corporation (the "COMPANY") hereby grants the following option to purchase Common Stock, $.01 par value per share (the "COMMON STOCK"), of the Company pursuant to an action of the Board of...Stock Option Agreement • March 1st, 2000 • Sipex Corp • Semiconductors & related devices • Massachusetts
1 Exhibit 4.4 SIPEX CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT STAGED EXERCISABILITY SIPEX Corporation, a Massachusetts corporation (the "Corporation") hereby grants the following stock option pursuant to its 2000 Non-Qualified Stock Option...Non-Qualified Stock Option Agreement • May 24th, 2001 • Sipex Corp • Semiconductors & related devices • Massachusetts
RECITALS:Security Agreement • May 29th, 2003 • Sipex Corp • Semiconductors & related devices
SEPARATION AGREEMENT AND RELEASE RECITALSSeparation Agreement • December 23rd, 2004 • Sipex Corp • Semiconductors & related devices • California
EXHIBIT 4.4 SIPEX CORPORATION 2002 NONSTATUTORY STOCK OPTION PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement. I. NOTICE OF STOCK OPTION GRANT...Stock Option Agreement • November 21st, 2001 • Sipex Corp • Semiconductors & related devices • Massachusetts
Common StockUnderwriting Agreement • October 23rd, 1996 • Sipex Corp • Semiconductors & related devices • Massachusetts
SCHEDULE Schedule A.......................... Wire Instructions EXHIBITS Exhibit A........................... Form of Note Exhibit B........................... Form of Registration and Standstill Agreement Exhibit C........................... Form of...Securities Purchase Agreement • May 29th, 2003 • Sipex Corp • Semiconductors & related devices
EXHIBIT 4.6 SIPEX CORPORATION STOCK OPTION AGREEMENT SIPEX Corporation (the "Company") hereby grants the following option to purchase Common Stock, $.01 par value per share (the "Common Stock"), of the Company pursuant to an action of the Board of...Stock Option Agreement • November 21st, 2001 • Sipex Corp • Semiconductors & related devices • Massachusetts
EXHIBIT 4.5 SIPEX CORPORATION STOCK OPTION AGREEMENT SIPEX Corporation (the "Company") hereby grants the following option to purchase Common Stock, $.01 par value per share (the "Common Stock"), of the Company pursuant to an action of the Board of...Stock Option Agreement • November 21st, 2001 • Sipex Corp • Semiconductors & related devices • Massachusetts
EXHIBIT 4.6 SIPEX CORPORATION STAND-ALONE STOCK OPTION AGREEMENT NOTICE OF STOCK OPTION GRANT [NAME] [ADDRESS] You have been granted a Nonstatutory Stock Option to purchase Common Stock of the Company, subject to the terms and conditions of this...Stock Option Agreement • June 10th, 2004 • Sipex Corp • Semiconductors & related devices • Massachusetts
Exhibit 10.21 EMPLOYMENT AGREEMENT AGREEMENT made as of this 22nd day of February, 2001, by and between Bruce Diamond, a person residing at 239 Mountain Road, Basking Ridge, N.J. (the "Employee") and Sipex Corporation, a Massachusetts corporation with...Employment Agreement • April 2nd, 2002 • Sipex Corp • Semiconductors & related devices • Massachusetts
andSecurities Purchase Agreement • October 1st, 2002 • Sipex Corp • Semiconductors & related devices
EXHIBIT 99.1 MODIFICATION AGREEMENT, dated as of August 5, 2004 (this "Modification Agreement"), by and among Sipex Corporation, a Delaware corporation (the "Company") (of the First Part); and Rodfre Lending LLC, a Delaware limited liability company...Modification Agreement • August 6th, 2004 • Sipex Corp • Semiconductors & related devices • Delaware
EXHIBIT 10.1 BUSINESS LOAN AGREEMENT ----------------------- This Business Loan Agreement (this "Agreement") is entered into by and between Comerica Bank- California ("Bank") and Sipex Corporation, a Massachusetts corporation ("Borrower") as of this...Business Loan Agreement • August 15th, 2000 • Sipex Corp • Semiconductors & related devices • California
A) By the Employee Without Good Reason. The Employee may terminate his employment without Good Reason (as defined in Section 3(B)(2) below) provided that the Employee gives the Company a written notice of intent to terminate at least thirty (30) days'...Employment Agreement • August 12th, 1999 • Sipex Corp • Semiconductors & related devices • Massachusetts
ADDENDUM A" SIPEX CORPORATION DISTRIBUTOR AGREEMENTDistributor Agreement • March 31st, 2003 • Sipex Corp • Semiconductors & related devices
RECITALS:Security Agreement • August 12th, 2003 • Sipex Corp • Semiconductors & related devices
Exhibit 2.2 AMENDMENT NO. 1 DATED AS OF NOVEMBER 23, 1999 TO THE AGREEMENT AND PLAN OF REORGANIZATION AMENDMENT NO. 1 DATED AS OF NOVEMBER 23, 1999 TO THE AGREEMENT AND PLAN OF REORGANIZATION, dated as of October 21, 1999 (the "AGREEMENT"), by and...Agreement and Plan of Reorganization • December 8th, 1999 • Sipex Corp • Semiconductors & related devices
1) The Company may terminate the Employee's employment without Cause (as defined in Section 3(C)) at any time. The Employee may terminate his employment for Good Reason (as defined in Subsection (2) of this Section 3(B)) after giving the Company a...Employment Agreement • August 12th, 1999 • Sipex Corp • Semiconductors & related devices • Massachusetts
EXHIBIT 4.5 SIPEX CORPORATION STAND-ALONE STOCK OPTION AGREEMENT NOTICE OF STOCK OPTION GRANT 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:...Stock Option Agreement • June 10th, 2004 • Sipex Corp • Semiconductors & related devices • Massachusetts
WITNESSETH:Agreement and Release • March 23rd, 2000 • Sipex Corp • Semiconductors & related devices • Massachusetts
TERRITORY: ((STATES COVERED)) ((ZIP CODE)) ((OTHER)) ((OTHER1)) ((OTHER2))Sales Representative Agreement • April 14th, 2000 • Sipex Corp • Semiconductors & related devices • Massachusetts
AMENDED AND RESTATED REVOLVING CREDIT LOAN & SECURITY AGREEMENT (ACCOUNTS AND INVENTORY)Revolving Credit Loan & Security Agreement • May 11th, 2001 • Sipex Corp • Semiconductors & related devices • California
Exhibit 10.2 PLEDGE AND SECURITY AGREEMENT PLEDGE AND SECURITY AGREEMENT, dated as of July 31, 1998 made by and between Timothy J. Dhuyvetter, an individual with an address at 3006 Magnum Drive, San Jose, CA 95135-1040 (the "PLEDGOR"), in favor of...Pledge and Security Agreement • November 9th, 1998 • Sipex Corp • Semiconductors & related devices • Massachusetts
CALOGICAgreement and Plan of Reorganization • December 8th, 1999 • Sipex Corp • Semiconductors & related devices • Massachusetts
1 EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT October 21, 1999 To each of the several Holders named in Schedule A attached hereto: Dear Sir/Madam: Pursuant to the Agreement and Plan of Reorganization dated as of October 21, 1999 (the "REORGANIZATION...Registration Rights Agreement • March 23rd, 2000 • Sipex Corp • Semiconductors & related devices • Massachusetts
1 EXHIBIT 10.2 PLEDGE AND SECURITY AGREEMENT PLEDGE AND SECURITY AGREEMENT, dated as of July 31, 1997 made by and between Timothy J. Dhuyvetter, an individual with an address at_________________ _________________________ (the "Pledgor"), in favor of...Pledge and Security Agreement • October 24th, 1997 • Sipex Corp • Semiconductors & related devices • Massachusetts
RECITALSLoan and Security Agreement • April 2nd, 2002 • Sipex Corp • Semiconductors & related devices
Exhibit 99.1 MODIFICATION AGREEMENT, dated as of December 23, 2003 (this "Modification Agreement"), by and among Sipex Corporation, a Delaware corporation (the "Company") (of the First Part); and Rodfre Lending LLC, a Delaware limited liability...Modification Agreement • December 24th, 2003 • Sipex Corp • Semiconductors & related devices • Delaware
FORM OF EXAR VOTING AGREEMENTVoting Agreement • May 8th, 2007 • Sipex Corp • Semiconductors & related devices • Delaware
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”).
Exhibit 10.1 [COMERICA LOGO] -------------------------------------------------- ------------------------------ Comerica Bank-California April 24, 2002 Frank DiPietro Sipex Corporation 22 Linnell Circle Billerica, MA 01821 Dear Frank: Comerica...Amended and Restated Revolving Credit Loan & Security Agreement • May 3rd, 2002 • Sipex Corp • Semiconductors & related devices
EXHIBIT 10.37 SEVERANCE AGREEMENT AND RELEASESeverance Agreement • May 13th, 2004 • Sipex Corp • Semiconductors & related devices • California
