December __, 2010Nominee Agreement • December 6th, 2010 • Ramius LLC • Semiconductors & related devices
Thank you for agreeing to serve as a nominee for election to the Board of Directors of Zoran Corporation (the “Company”) in connection with (i) a written consent solicitation that Ramius Value and Opportunity Master Fund Ltd and its affiliates (collectively, the “Ramius Group”) is considering undertaking for the election of directors to the Company’ Board and/or (ii) a proxy solicitation that the Ramius Group is considering undertaking to nominate and elect directors at the Company’s 2011 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (collectively, the “Ramius Group Solicitations”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders. This letter will set forth the terms of our agreement.
July __, 2010Nominee Agreement • July 22nd, 2010 • Ramius LLC • Computer communications equipment • New York
This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the “Ramius Group”), including Ramius Value and Opportunity Master Fund Ltd, a subsidiary of Ramius LLC, for election as a director of Extreme Networks, Inc. (the “Company”) at the Company’s 2010 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”).
AGREEMENTAgreement • October 15th, 2010 • Ramius LLC • Computer communications equipment • Delaware
THIS AGREEMENT (“Agreement”), dated as of October 13, 2010, is made by and between Extreme Networks, Inc., a Delaware corporation (“Extreme” or the “Company”), and the entities and natural persons listed on Schedule A hereto and their affiliates (collectively, the “Ramius Group”) (each of the Company and the Ramius Group, a “Party” to this Agreement, and collectively, the “Parties”).
SETTLEMENT AGREEMENTSettlement Agreement • December 21st, 2009 • Ramius LLC • Instruments for meas & testing of electricity & elec signals • New York
This Settlement Agreement (this “Agreement”) is made and entered into as of December 7, 2009, by and among Analogic Corporation (the “Company” or “Analogic”) and the entities and natural persons listed on Exhibit A hereto (collectively, the “Ramius Group”) (each of the Company and the Ramius Group, a “Party” to this Agreement, and collectively, the “Parties”).
AGREEMENTSettlement Agreement • December 17th, 2010 • Ramius LLC • Radio & tv broadcasting & communications equipment • Delaware
This Agreement (this “Agreement”) is made and entered into as of December 16, 2010, by and among SeaChange International, Inc. (the “Company” or “SeaChange”) and the entities and natural persons listed on Exhibit A hereto (collectively, the “Ramius Group”) (each of the Company and the Ramius Group, a “Party” to this Agreement, and collectively, the “Parties”).
VOTING AGREEMENTVoting Agreement • September 3rd, 2010 • Ramius LLC • Services-prepackaged software • Delaware
This Voting Agreement (the “Agreement”) is made and entered into as of August 17, 2010, by and among Pharaoh Acquisition Corp., a Delaware corporation (“Parent”), and the undersigned stockholder (“Holder”) of Phoenix Technologies Ltd., a Delaware corporation (the “Company”).
SETTLEMENT AGREEMENTSettlement Agreement • December 1st, 2009 • Ramius LLC • Services-prepackaged software • Delaware
This Settlement Agreement (this “Agreement”) is made and entered into as of November 25, 2009, by and among Phoenix Technologies Ltd. (the “Company” or “Phoenix Technologies”) and the entities and natural persons listed on Exhibit A hereto (collectively, the “Ramius Group”) (each of the Company and the Ramius Group, a “Party” to this Agreement, and collectively, the “Parties”).
AGREEMENTDirector Nomination Agreement • June 8th, 2010 • Ramius LLC • Radio & tv broadcasting & communications equipment • Delaware
This Agreement (this “Agreement”) is made and entered into as of June 3, 2010, by and among SeaChange International, Inc. (the “Company” or “SeaChange”) and the entities and natural persons listed on Exhibit A hereto (collectively, the “Ramius Group”) (each of the Company and the Ramius Group, a “Party” to this Agreement, and collectively, the “Parties”).
AGREEMENTConfidentiality Agreement • March 17th, 2010 • Ramius LLC • Semiconductors & related devices • California
THIS AGREEMENT (“Agreement”), dated as of March 9, 2010, is made by and between Actel Corporation, a California corporation (“Actel” or the “Company”), and the entities and natural persons listed on Schedule A hereto and their affiliates (collectively, the “Ramius Group”) (each of the Company and the Ramius Group, a “Party” to this Agreement, and collectively, the “Parties”).
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • December 28th, 2009 • Ramius LLC • Semiconductors & related devices
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Microtune, Inc., a Delaware Corporation (the “Company”);
JOINT FILING AGREEMENTJoint Filing Agreement • February 10th, 2010 • Ramius LLC • Electric services
The undersigned hereby agree that the Statement on this Amendment No. 1 to the Schedule 13G dated February 10, 2010 with respect to the shares of Common Stock, par value $0.01 per share, of Beacon Power Corporation and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
JOINT FILING AGREEMENTJoint Filing Agreement • April 8th, 2010 • Ramius LLC • Industrial organic chemicals
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of Amendment No. 1 to the Schedule 13D originally filed on January 25, 2010 (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par value per share, of Texas Petrochemicals Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • February 10th, 2010 • Ramius LLC • Wholesale-electronic parts & equipment, nec
The undersigned hereby agree that the Statement on Amendment No. 2 to the Schedule 13G dated February 10, 2010 with respect to the shares of Common Stock, par value $0.01 per share, of Bell Microproducts Inc. and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
JOINT FILING AGREEMENTJoint Filing Agreement • November 20th, 2009 • Ramius LLC • Wholesale-electronic parts & equipment, nec
The undersigned hereby agree that the Statement on Schedule 13G dated November 20, 2009 with respect to the shares of Common Stock, par value $0.01 per share, of Bell Microproducts Inc. and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
JOINT FILING AGREEMENTJoint Filing Agreement • October 28th, 2010 • Ramius LLC • Semiconductors & related devices
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of Amendment No. 4 to the Schedule 13D originally filed on December 18, 2009 (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of Microtune, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
November ___, 2010Nominee Agreement • November 17th, 2010 • Ramius LLC • Pharmaceutical preparations • New York
This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the “Ramius Group”), including Ramius Value and Opportunity Master Fund Ltd, a subsidiary of Ramius LLC, for election as a director of SurModics, Inc. (the “Company”) at the Company’s 2011 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 5th, 2010 • Ramius LLC • Semiconductors & related devices • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of October 2, 2010 by and among MICROSEMI CORPORATION, a Delaware corporation (“Parent”), ARTFUL ACQUISITION CORP., a California corporation and wholly-owned subsidiary of Parent (“Purchaser”), and certain shareholders of ACTEL CORPORATION, a California corporation (the “Company”), listed on Annex I (each, a “Shareholder”).
JOINT FILING AGREEMENTJoint Filing Agreement • November 2nd, 2009 • Ramius LLC • Services-prepackaged software
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D originally filed on June 15, 2006 (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of Phoenix Technologies Ltd. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • February 10th, 2010 • Ramius LLC • Water transportation
The undersigned hereby agree that the Statement on this Amendment No. 2 to the Schedule 13G dated February 10, 2010 with respect to the shares of Common Stock, par value $0.0001 per share, of Rand Logistics, Inc. and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
JOINT FILING AGREEMENTJoint Filing Agreement • September 3rd, 2010 • Ramius LLC • Services-prepackaged software
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $.001 Par Value, of Phoenix Technologies Ltd. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
AGREEMENT OF WAIVERWaiver Agreement • October 5th, 2010 • Ramius LLC • Semiconductors & related devices • California
This Agreement of Waiver (this “Waiver”) is entered into as of October 2, 2010 by and among Actel Corporation (the “Company”) and the entities and natural persons listed on Schedule A hereto (collectively, the “Ramius Group”).
JOINT FILING AGREEMENTJoint Filing Agreement • March 19th, 2010 • Ramius LLC • Radio & tv broadcasting & communications equipment
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G originally filed on March 19, 2010 (including additional amendments thereto) with respect to the shares of Common Stock, $0.0001 par value per share, of Powerwave Technologies, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • December 15th, 2009 • Ramius LLC • Electric services
The undersigned hereby agree that the Statement on Schedule 13G dated December 14, 2009 with respect to the shares of Common Stock, par value $0.01 per share, of Beacon Power Corporation and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
JOINT FILING AGREEMENTJoint Filing Agreement • December 16th, 2009 • Ramius LLC • Services-personal services
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of Amendment No. 22 to the Schedule 13D originally filed on September 15, 2003 (including additional amendments thereto) with respect to the shares of Common Stock, par value $.40 per share, of CPI Corp. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • July 7th, 2010 • Ramius LLC • Radio & tv broadcasting & communications equipment
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par value per share, of Aviat Networks, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • September 16th, 2010 • Ramius LLC • Biological products, (no disgnostic substances)
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.001 per share, of Cypress Bioscience, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • February 23rd, 2010 • Ramius LLC • Semiconductors & related devices
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of Amendment No. 4 to the Schedule 13D originally filed on October 14, 2008 (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.001 per share, of Actel Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD c/o Ramius Value and Opportunity Advisors LLC 599 Lexington Avenue, 20th Floor New York, New York 10022Nominee Agreement • January 3rd, 2011 • Ramius LLC • Computer peripheral equipment, nec
This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the “Ramius Group”), including Ramius Value and Opportunity Master Fund Ltd, a subsidiary of Ramius LLC, for election as a director of Immersion Corporation (the “Company”) at the Company’s 2011 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 11th, 2010 • Ramius LLC • Radio & tv broadcasting & communications equipment
The undersigned hereby agree that the Statement on this Amendment No. 2 to the Schedule 13G dated February 11, 2010 with respect to the shares of Common Stock, par value $0.001 per share, of GigaBeam Corporation and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
JOINT FILING AGREEMENTJoint Filing Agreement • July 19th, 2010 • Ramius LLC • Biological products, (no disgnostic substances)
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value per share, of Cypress Bioscience, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • February 11th, 2010 • Ramius LLC • Electromedical & electrotherapeutic apparatus
The undersigned hereby agree that the Statement on this Amendment No. 2 to the Schedule 13G dated February 11, 2010 with respect to the shares of Common Stock, par value $0.001 per share, of Stereotaxis, Inc. and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • November 17th, 2010 • Ramius LLC • Pharmaceutical preparations
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of SurModics, Inc., a Minnesota corporation (the “Company”);
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • November 12th, 2009 • Ramius LLC • Services-prepackaged software
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Phoenix Technologies Ltd., a Delaware Corporation (the “Company”);
JOINT FILING AGREEMENTJoint Filing Agreement • January 15th, 2010 • Ramius LLC • Services-motion picture & video tape distribution
The undersigned hereby agree that the Statement on Schedule 13G dated January 15, 2010 with respect to the shares of Common Stock, $0.0001 par value, of Image Entertainment, Inc. and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • April 9th, 2010 • Ramius LLC • Radio & tv broadcasting & communications equipment
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of SeaChange International, Inc., a Delaware Corporation (the “Company”);
