EXHIBIT 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 14th, 2004 • Hi/Fn Inc • Semiconductors & related devices • New York
HI/FN, INC. COMMON STOCKUnderwriting Agreement • February 17th, 1999 • Hi/Fn Inc • Semiconductors & related devices • California
LICENSE AGREEMENTLicense Agreement • December 8th, 1998 • Hi/Fn Inc • Semiconductors & related devices • California
1 EXHIBIT 10.16 CHANGE OF CONTROL AGREEMENT THIS CHANGE OF CONTROL AGREEMENT ("Agreement") is entered into as of ______ ___, 1998, between hi/fn, inc., a Delaware corporation (the "Company"), and ____________ ("Director"). The parties to this...Change of Control Agreement • October 16th, 1998 • Hi/Fn Inc • Semiconductors & related devices • California
2- 3 registrations), issued or issuing on patent applications entitled to an effective filing date prior to April 1, 1999, under which patents or the applications therefor IBM or any of its Subsidiaries now has the right to grant licenses to STAC of...Licensing Agreement • October 16th, 1998 • Hi/Fn Inc • Semiconductors & related devices • New York
1- MOTOROLA CONFIDENTIAL PROPRIETARY 2License Agreement • December 8th, 1998 • Hi/Fn Inc • Semiconductors & related devices • Illinois
HIFN, INC.Securities Purchase Agreement • February 9th, 2004 • Hi/Fn Inc • Semiconductors & related devices • Delaware
AGREEMENT dated as of April 1, 1994 between INTERNATIONAL BUSINESS MACHINES CORPORATION, A New York corporation (hereinafter called IBM), and STAC ELECTRONICS, INC., a California corporation (hereinafter called STAC).License Agreement • December 8th, 1998 • Hi/Fn Inc • Semiconductors & related devices • New York
1 EXHIBIT 2.3 SECOND AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION This Second Amendment (the "Amendment") to that certain Agreement and Plan of Reorganization by and among hi/fn, inc. ("hi/fn"), Apptitude Acquisition Corporation ("Sub") and...Agreement and Plan of Reorganization • August 25th, 2000 • Hi/Fn Inc • Semiconductors & related devices
EXHIBIT 10.4 DISTRIBUTION AGREEMENTDistribution Agreement • October 16th, 1998 • Hi/Fn Inc • Semiconductors & related devices • California
RECITALSTransitional Services Agreement • October 16th, 1998 • Hi/Fn Inc • Semiconductors & related devices • California
1 EXHIBIT 10.2 ASSIGNMENT, ASSUMPTION AND LICENSE AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT ("AGREEMENT") is entered into as of this 21st day of November, 1996 among Stac, Inc., a Delaware corporation ("TRANSFEROR"), and Hi/fn Inc., a...Assignment and Assumption Agreement • December 8th, 1998 • Hi/Fn Inc • Semiconductors & related devices • California
2 3 (a) Borrower has, or will have, good title to the Collateral, (b) Borrower has not previously assigned or encumbered the Collateral, and no financing statement covering any of the Collateral has been delivered to any other person or entity, (c)...Security Agreement • December 8th, 1998 • Hi/Fn Inc • Semiconductors & related devices • California
HI/FN, INC.Indemnification Agreement • October 16th, 1998 • Hi/Fn Inc • Semiconductors & related devices • Delaware
LICENSE AGREEMENTLicense Agreement • October 16th, 1998 • Hi/Fn Inc • Semiconductors & related devices • Illinois
RECITALSLicense Agreement • December 8th, 1998 • Hi/Fn Inc • Semiconductors & related devices
RECITALSConsent to Sublease Agreement • December 26th, 2000 • Hi/Fn Inc • Semiconductors & related devices • California
1 EXHIBIT 2.2 FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION This First Amendment (the "Amendment") to that certain Agreement and Plan of Reorganization by and among hi/fn, inc. ("hi/fn"), Apptitude Acquisition Corporation ("Sub") and...Agreement and Plan of Reorganization • August 25th, 2000 • Hi/Fn Inc • Semiconductors & related devices
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • August 25th, 2000 • Hi/Fn Inc • Semiconductors & related devices • California
1 EXHIBIT 10.6 TAX ALLOCATION AND INDEMNITY AGREEMENT TAX ALLOCATION AND INDEMNITY AGREEMENT, dated as of __________, 1998, among Stac, Inc., a Delaware corporation (the "Company"), and hi/fn, inc., a Delaware corporation ("Hi/fn"). WHEREAS, the...Tax Allocation and Indemnity Agreement • December 8th, 1998 • Hi/Fn Inc • Semiconductors & related devices • California
RECITALSLicense Agreement • October 16th, 1998 • Hi/Fn Inc • Semiconductors & related devices
HI/FN, INC. SEVERANCE AND CHANGE OF CONTROL AGREEMENTSeverance and Change of Control Agreement • May 19th, 2008 • Hi/Fn Inc • Semiconductors & related devices • California
This Severance and Change of Control Agreement (the “Agreement”) is made and entered into by and between [Executive Name] (“Executive”) and hi/fn, Inc. a Delaware corporation (the “Company”) effective as of May 14, 2008 (the “Effective Date”).
2- 3 registrations), issued or issuing on patent applications entitled to an effective filing date prior to April 1, 1999, under which patents or the applications therefor IBM or any of its Subsidiaries now has the right to grant licenses to STAC of...Licensing Agreement • December 8th, 1998 • Hi/Fn Inc • Semiconductors & related devices • New York
1 EXHIBIT 10.17 CHANGE OF CONTROL AGREEMENT THIS CHANGE OF CONTROL AGREEMENT ("Agreement") is entered into as of ______ ___, 1998, between hi/fn, inc., a Delaware corporation (the "Company"), and ____________ ("Employee"). The parties to this...Change of Control Agreement • December 8th, 1998 • Hi/Fn Inc • Semiconductors & related devices • California
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENTConfidentiality Agreement • March 5th, 2009 • Hi/Fn Inc • Semiconductors & related devices • California
This Confidentiality and Non-disclosure Agreement (the “Agreement”) is made and entered into effective as of September 10, 2008, by and between Hifn, Inc. (the “Company”), and Exar Corporation (“Exar”). In consideration of the mutual covenants and conditions contained herein, to induce the parties hereto to provide certain information to each other and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties to this Agreement do hereby agree as follows:
AGREEMENT AND PLAN OF MERGER Dated as of February 23, 2009, Among EXAR CORPORATION, HYBRID ACQUISITION CORP. And HI/FN, INC.Merger Agreement • February 25th, 2009 • Hi/Fn Inc • Semiconductors & related devices • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of February 23, 2009 (this “Agreement”), among EXAR CORPORATION, a Delaware corporation (“Parent”), HYBRID ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), and HI/FN, INC., a Delaware corporation (the “Company”).
ARTICLE I. DEFINITIONSEmployee Benefits & Other Employment Matters Allocation Agreement • December 8th, 1998 • Hi/Fn Inc • Semiconductors & related devices • California
HIFN, INC. Notice to Holders of Stock Options and/or Restricted Stock Units March 30, 2009Merger Agreement • March 31st, 2009 • Hi/Fn Inc • Semiconductors & related devices
On February 23, 2009, hi/fn, inc. (“Hifn” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Exar Corporation (“Exar”) and Hybrid Acquisition Corp. (the “Purchaser”). The Purchaser has made an offer to purchase each outstanding share of common stock of the Company (“Hifn Common Stock”) for either (i) $4.00 in cash, without interest (the “Cash Consideration”) or (ii) $1.60 in cash, without interest, and .3529 shares of Exar common stock (the “Mixed Consideration”) subject to specific election procedures (the “Offer”). Unless extended, the Offer will expire at 12:00 midnight, New York City time at the end of April 2, 2009 (the “Offer Closing”). If enough shares are tendered in the Offer and other conditions are satisfied, Purchaser will merge into the Company, and the Company will become a wholly-owned subsidiary of Exar (the “Merger”). The Merger is anticipated to close the day after the Offer Closing on April 3, 2009 (the “
SEVERANCE AGREEMENT AND RELEASE RECITALSSeverance Agreement • December 14th, 2006 • Hi/Fn Inc • Semiconductors & related devices • California
This Severance Agreement and Release (“Agreement”) is made by and between Christopher G. Kenber (“Employee”) and Hi/fn, Inc. (“Company”) (collectively referred to as the “Parties”):
hi/fn, inc. March 5, 2009Merger Agreement • March 5th, 2009 • Hi/Fn Inc • Semiconductors & related devices
We are pleased to inform you that on February 23, 2009, hi/fn, inc. (“Hifn”) entered into an Agreement and Plan of Merger (“Merger Agreement”) with Exar Corporation, a Delaware corporation (“Exar”), and Hybrid Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Exar (“Purchaser”).
FIRST AMENDMENT TO LEASE AND LICENSELease and License • December 14th, 2006 • Hi/Fn Inc • Semiconductors & related devices
THIS FIRST AMENDMENT TO LEASE AND LICENSE (this "Amendment") is entered into as of the l9th day of September, 2006 (the "Effective Date"), by and between RREEF AMERICA REIT III-ZI LLC, a Delaware limited liability company ("Landlord"), successor in interest to BCIA New England Holdings LLC, a Delaware limited liability company (the "Original Landlord") and HIFN, INC., a California corporation ("Tenant").
1 EXHIBIT 10.2 LESSOR'S CONSENT TO SUBLEASE THIS CONSENT (Consent) is given by Sally Spencer (Lessor) to that certain Sublease dated April 6, 2001, (the Sublease) by and between HI/FN, Inc., a Delaware corporation ("Sublessor") and Driving Media, Inc....Lessor's Consent to Sublease • May 1st, 2001 • Hi/Fn Inc • Semiconductors & related devices
ContractEmployment Agreement • December 14th, 2006 • Hi/Fn Inc • Semiconductors & related devices • California
ContractTender and Voting Agreement • February 25th, 2009 • Hi/Fn Inc • Semiconductors & related devices • Delaware
TENDER AND VOTING AGREEMENT, dated as of February 23, 2009 (this “Agreement”), among Exar Corporation, a Delaware corporation (“Parent”), and the persons listed on Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”).1
HI/FN, INC. CONSULTING AGREEMENTConsulting Agreement • December 14th, 2006 • Hi/Fn Inc • Semiconductors & related devices • California
This Consulting Agreement (“Agreement”) is entered into as of November 16, 2006 by and between Hi/fn, Inc. (the “Company”) and Christopher G. Kenber (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the parties agree as follows:
