EXHIBIT 10.12
EXHIBIT G TO TERMINATION AGREEMENT
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QUICKLOGIC CORPORATION
SIXTH AMENDED AND RESTATED
SHAREHOLDERS AGREEMENT
This SIXTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (the "Agreement") is
made and entered into this 29th day of March 1997 by and among QuickLogic
Corporation, a California corporation (the "Company"); Xxxx Xxxxxxx, Xxxxxx Xxxx
and X. X. Xxxx (the "Founders"); the purchasers of Series A Preferred Stock of
the Company (the "Series A Purchasers") pursuant to the Series A Preferred Stock
and Series B Warrant Purchase Agreement dated September 6, 1989 (the "Series A
Agreement"); the purchasers of Series B Preferred Stock (the "Series B
Purchasers") pursuant to the Series B Preferred Stock Purchase Agreement dated
September 7, 1990 (the "Series B Agreement"); the purchasers of Series C
Preferred Stock of the Company (the "Series C Purchasers") pursuant to the
Series C Preferred Stock Purchase Agreement dated December 9, 1991 (the "Series
C Agreement"); the purchaser of Series D Preferred Stock (the "Series D
Purchaser") pursuant to the Series D Preferred Stock Purchase Agreement dated
October 8, 1992 (the "Series D Agreement"), the purchasers of Series E Preferred
Stock (the "Series E Purchasers") pursuant to the Series E Preferred Stock
Purchase Agreement dated June 1, 1995 (the "Series E Agreement"), the purchasers
of Series F Preferred Stock (the "Series F Purchasers") pursuant to the Series F
Preferred Stock Purchase Agreement dated November 27, 1996 (the "Series F
Agreement") and Cypress Semiconductor Corporation (the "Common Purchaser")
pursuant to the Common Stock Purchase Agreement of even date (the "Common
Agreement"). The Series A Purchasers, the Series B Purchasers, the Series C
Purchasers, the Series D Purchaser, the Series E Purchasers, the Series F
Purchasers and the Common Purchaser are collectively referred to herein as the
"Purchasers". The Purchasers and the Founders are collectively referred to
herein as the "Shareholders".
RECITALS
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A. Pursuant to the Series A Agreement and the exercise of certain
Warrants to purchase Series B Preferred Stock of the Company granted under the
Series A Agreement, the Series A Purchasers have purchased shares of Series A
Preferred Stock of the Company ("Series A Preferred"), and pursuant to the
Series B Agreement, the Series B Purchasers purchased Series B Preferred Stock
of the Company ("Series B Preferred"), and pursuant to the Series C Agreement,
the Series C Purchasers purchased Series C Preferred Stock of the Company (the
"Series C Preferred"), and pursuant to the Series D Agreement, the Series D
Purchaser purchased Series D Preferred Stock of the Company ("Series D
Preferred"), and pursuant to the Series E Agreement, the Series E Purchasers
purchased Series E Preferred Stock of the Company ("Series E Preferred"), and
pursuant to the Series F Agreement, the Series F Purchasers purchased Series F
Preferred Stock of the Company ("Series F Preferred") (the Series A
Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E
Preferred and Series F Preferred are collectively referred to herein as the
"Preferred Stock") and pursuant to the Common Agreement, the Common Purchaser
purchased Common Stock of the Company ("Common Stock"). In connection with the
Series F Agreement, the Company, the Founders, the Series A Purchasers, the
Series B Purchasers, the Series C Purchasers, the Series D Purchaser, the Series
E Purchasers and the Series F Purchasers entered into the Fifth Amended and
Restated Shareholders Agreement (the "Prior Shareholders Agreement") dated
November 27, 1996 setting forth their agreement and understandings with respect
to voting of shares of the Company's Capital Stock (as defined below) in the
election of directors and to transactions in shares of the Capital Stock held by
the Founders.
B. The Company has issued and sold to the Common Purchaser shares of its
Common Stock pursuant to the Common Agreement.
C. The Shareholders own a majority of the outstanding shares of Common
Stock and the Preferred Stock (the Common Stock and Preferred Stock collectively
referred to herein as the "Capital Stock").
D. The Series A Purchasers, Series B Purchasers, Series C Purchasers, the
Series D Purchaser, Series E Purchasers, Series F Purchasers and Founders desire
to waive their rights under the Prior Shareholders Agreement and to accept in
lieu of those rights the rights set forth in this Agreement.
NOW THEREFORE, the Series A Purchasers, the Series B Purchasers, the Series
C Purchasers, the Series D Purchasers, the Series E Purchasers and the Series F
Purchasers agree to terminate the Prior Shareholders Agreement and all parties
agree as follows:
1. Board of Directors.
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(a) The Founders and Purchasers hereby agree to vote that number of
shares of the Capital Stock of the Company as to which they have beneficial
ownership sufficient to elect and appoint to the Board of Directors of the
Company (the "Board of Directors") the following persons: (i) one member as
shall be designated from time to time by each of the Major Holders (as
hereinafter defined), (ii) one member as shall be designated, from time to time,
by the Founders, (iii) one member who shall be the Chief Executive Officer of
the Company (provided that, during any period in which a Founder shall be
serving as Chief Executive Officer of the Company, one position on the Board of
Directors shall remain vacant), and (iv) one or more members (as may be
necessary to fill all board seats not occupied by members elected and appointed
pursuant to Sections 1(a)(i)-(iii) above) as may be designated, from time to
time, by all Purchasers other than the Major Holders and Cypress Semiconductor
Corporation. "Major Holders," as the term is used in this Section 1(a), shall
include the following: (x) Technology Venture Investors IV and its affiliated
entities (collectively, "TVM"), for so long as TVM beneficially owns at least
seventy-five percent (75%) of the number of shares of the Company's Capital
Stock beneficially owned by it immediately following the closing of the last
sale of Series F Preferred Stock pursuant to the Series F Agreement, (y) Sequoia
Capital V and its
affiliated entities (collectively, "Sequoia"), for so long as Sequoia
beneficially owns at least seventy-five percent (75%) of the number of shares of
the Company's Capital Stock beneficially owned by it immediately following the
closing of the last sale of Series F Preferred Stock pursuant to the Series F
Agreement, and (z) Vertex Investment Pte. Ltd. ("Vertex"), for so long as Vertex
beneficially owns at least seventy-five percent (75%) of the number of shares of
the Company's Capital Stock beneficially owned by it immediately following the
closing of the last sale of Series F Preferred Stock pursuant to the Series F
Agreement. The designation of a director by the Founders pursuant to Section
1(a)(iii) shall be made by Founders holding a majority of shares of Common Stock
held by all Founders, and the designation of a director or directors by the
Purchasers other than the Major Holders pursuant to Section 1(a)(iv) shall be
made by persons holding a majority of shares held by such persons voting on an
as-converted basis and such designation shall be binding on the remaining
members of each respective group. The appointee of Sequoia is currently Xxxx
Xxxxxxx. The appointee of TVI is currently Xxxxx Xxxxxxxxx. The initial
appointee of Vertex is currently Xxxxx Xxxxxx. The appointee of the Purchasers
other than TVI, Sequoia and Vertex is currently Xxxxx Xxxxxxxx. The appointee of
the Founders is currently X. X. Xxxx. The Chief Executive Officer is currently
E. Xxxxxx Xxxx. In the event that any director elected pursuant to the terms
hereof ceases to serve as a member of the Board of Directors, the Company, the
Purchasers and the Founders agree to take all such action as is reasonable and
necessary, including the voting of shares of Capital Stock of the Company by the
Founders and Purchasers as to which they have beneficial ownership, to cause the
election or appointment of such other substitute person to the Board of
Directors as may be designated on the terms as herein provided. The Company
shall promptly give the Purchasers written notice of any election to or
appointment of, or change in composition of, the Board of Directors of the
Company. In the election of directors pursuant to this Section 1, the Founders
and Purchasers shall vote that number of their shares sufficient to elect such
persons to the Board of Directors utilizing cumulative voting.
(b) During the term of this Agreement, the Founders and the Purchasers
agree to vote their shares of Capital Stock of the Company and otherwise to take
such action so as to maintain the number of authorized positions on the Board of
Directors at no less than six (6).
(c) Each of the Founders, Purchasers and the Company agrees not to
take any actions which would materially and adversely affect the provisions of
this Agreement and the intention of the parties with respect to the composition
of the Board of Directors as herein stated.
2. Right of First Refusal--Founders Shares. In the event that a Founder
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proposes to sell, transfer, assign or otherwise alienate any shares of the
Capital Stock of the Company now or hereafter owned by such Founder (the
"Founder Shares"), each Purchaser shall have the right to purchase, pro rata, a
portion of such Founder Shares. Each Purchaser's pro rata share, for purposes
of this right of first refusal, shall be the ratio of the number of shares of
Capital Stock held by such Purchaser (assuming conversion of all shares of
Preferred Stock held by such Purchaser and delivery of all shares of Common
Stock deliverable to the Common Purchaser (the "Cypress Common")) to the total
number of shares of Capital Stock then outstanding (assuming conversion of all
shares of Preferred Stock held by all Purchasers and delivery of all shares of
the
Cypress Common) at the time of such Founder's proposed sale, transfer,
assignment or alienation of Founder Shares. This right of first refusal shall be
subject to the following provisions:
(a) In the event that a Founder proposes to sell or transfer any
Founder Shares, the Founder shall give written notice of his intention,
describing the type and amount of Founder Shares, the price, the general terms
upon which he proposes to sell or transfer the same, and the names and addresses
of the other proposed offerees. Each Purchaser shall have twenty (20) days from
the date of receipt of any such notice to agree to purchase up to his pro rata
share of such Founder Shares for the price and upon the general terms specified
in the notice by giving written notice to the Founder and stating therein the
quantity of Founder Shares to be purchased. The Founder shall promptly give
written notice to the other Purchasers in the event any Purchaser fails to
exercise his right of first refusal in full. Each Purchaser shall have a right
of over-allotment such that if any Purchaser fails to exercise his right
hereunder to purchase his full pro rata portion of Founder Shares, the other
Purchasers may elect to purchase the non-participating Purchaser's portion on a
pro rata basis, by giving notice to the Founder within ten (10) days from the
date of receipt of written notice from the Founder that such non-participating
Purchaser has failed to exercise his rights hereunder to purchase his full pro
rata share of Founder Shares.
(b) In the event that the Purchasers fail to exercise in full their
right of first refusal within said time periods, the Founder shall have ninety
(90) days thereafter to sell (or enter into an agreement pursuant to which the
sale of Founder Shares covered thereby shall be closed, if at all, within ninety
(90) days from the date of said agreement) the Founder Shares covered by the
Purchasers' right but with respect to which such rights were not exercised, at a
price and upon general terms no less favorable to the Founder than specified in
the notice. In the event that the Founder has not sold the Founder Shares
within said time period, the Founder shall not thereafter sell or transfer any
Founder Shares, without first offering such Founder Shares to the Purchasers in
the manner provided above.
(c) The right of any Purchaser to participate in the purchase of any
Founder Shares pursuant to this Section 2 shall be: (i) subject to the ability
of the Purchaser to purchase its portion of the Founder Shares in a transaction
which is exempt from registration under the Securities Act of 1933, as amended
(the "Securities Act") and under applicable blue sky laws, as determined in good
faith by the Company's counsel; (ii) assignable by each Purchaser to any
transferee who acquires any of such Purchaser's shares of Series A Preferred in
accordance with Section 4.7 of the Series A Agreement or such Purchaser's shares
of Series B Preferred in accordance with Section 4.7 of the Series B Agreement
or such Purchaser's shares of Series C Preferred in accordance with Section 4.7
of the Series C Agreement or such Purchaser's shares of Series D Preferred in
accordance with Section 4.7 of the Series D Agreement or such Purchaser's shares
of Series E Preferred in accordance with Section 4.7 of the Series E Agreement
or such Purchaser's shares of Series F Preferred in accordance with Section 4.7
of the Series F Agreement, or such Purchaser's shares of Common Stock in
accordance with Section 4.7 of the Common Agreement; (iii) assignable by each
Purchaser, subject to compliance with applicable federal securities and blue sky
laws, to such Purchaser's limited and/or general partner(s) or other
affiliate(s) and (iv) available only to those Purchasers (in combination with
any of such Purchasers' affiliates) holding an aggregate of 250,000 shares of
Preferred Stock, an equivalent
number of shares of Common Stock issued upon conversion of the Preferred Stock
("Conversion Stock"), an equivalent number of shares of Cypress Common, or a
combination thereof, at the time of such proposed sale or transfer.
3. Right of First Refusal -- New Securities. The Company hereby grants
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to each Purchaser the right to purchase, pro rata, a portion of any New
Securities (as defined below in this Section 3) that the Company may from time
to time propose to sell and issue. Each Purchaser's pro rata share, for
purposes of this right of first refusal, shall be the ratio of the number of
shares of Capital Stock held by such Purchaser (assuming conversion of all
shares of Preferred Stock held by such Purchaser and delivery of all shares of
Cypress Common) to the total number of shares of Capital Stock then outstanding
(assuming conversion of all outstanding shares of Preferred Stock and other
convertible securities and delivery of all shares of Cypress Common) at the time
of issuance of such New Securities. This right of first refusal shall be
subject to the following provisions:
(a) "New Securities" shall mean any capital stock of the Company,
whether now authorized or not, and rights, options or warrants to purchase
capital stock, and securities of any type whatsoever that are, or may become,
convertible into capital stock; provided, however, that "New Securities" shall
not include (i) the Conversion Stock, (ii) securities offered pursuant to a
registration statement filed under the Securities Act, (iii) securities issued
pursuant to the acquisition of another corporation by the Company by merger,
purchase of substantially all of its assets or other reorganization, (iv) shares
of Common Stock issued in connection with any stock split, reverse stock split
or stock dividend, (v) shares of Common Stock issuable after the date hereof to
employees, directors, officers or consultants of the Company pursuant to any
employee or consultant stock offering plan or arrangement unanimously approved
by the Board of Directors of the Company, (vi) shares of Common Stock issued in
connection with the Company's 1991 Sales Representative Stock Purchase Plan,
(vii) shares of the Company's Common Stock or Preferred Stock, or options or
warrants exercisable therefor, issued to banks, savings and loan associations,
equipment lessors or other similar institutions or entities in connection with
such entities providing debt financing to the Company which has been unanimously
approved by the Board of Directors, or (viii) the Cypress Common.
(b) In the event that the Company proposes to undertake an issuance of
New Securities, the Company shall give written notice of its intention,
describing the type and amount of New Securities, the price, the general terms
upon which the Company proposes to issue the same, and the names and addresses
of any other proposed offerees. Each Purchaser shall have twenty (20) days from
the date of receipt of any such notice to agree to purchase up to his pro rata
share of such New Securities for the price and upon the general terms specified
in the notice by giving written notice to the Company and stating therein the
quantity of New Securities to be purchased.
(c) In the event that the Purchasers fail to exercise in full the
right of first refusal within said time periods, the Company shall have ninety
(90) days' thereafter to sell (or enter into an agreement pursuant to which the
sale of New Securities covered thereby shall be closed, if at all, within ninety
(90) days from the date of said agreement) the New Securities
covered by the Purchasers' right but with respect to which such rights were not
exercised, at a price and upon general terms no more favorable to the purchasers
thereof than specified in the Company's notice. In the event the Company has not
sold the New Securities within said time period, the Company shall not
thereafter issue and sell any New Securities, without first offering such
securities to the Purchasers in the manner provided above.
(d) The right of any Purchaser to participate in the purchase of any
New Securities pursuant to this Section 3 shall be: (i) subject to the ability
of the Company to sell such New Securities in a transaction which is exempt from
registration under the Securities Act and under applicable blue sky laws, as
determined in good faith by its counsel; (ii) assignable by each Purchaser to
any transferee who acquires any of such Purchaser's Shares of Series A Preferred
in accordance with Section 4.7 of the Series A Agreement or such Purchaser's
shares of Series B Preferred in accordance with Section 4.7 of the Series B
Agreement or such Purchaser's shares of Series C Preferred in accordance with
Section 4.7 of the Series C Agreement or such Purchaser's shares of Series D
Preferred in accordance with Section 4.7 of the Series D Agreement or such
Purchaser's shares of Series E Preferred Stock in accordance with Section 4.7 of
the Series E Agreement or such Purchaser's shares of Series F Preferred in
accordance with Section 4.7 of the Series F Agreement, or such Purchaser's
shares of Common Stock in accordance with Section 4.7 of the Common Agreement;
(iii) assignable by each Purchaser, subject to compliance with applicable
federal securities and blue sky laws, to such Purchaser's limited and/or general
partner(s) or other affiliate(s); and (iv) available only to those Purchasers
(in combination with any of such Purchasers' affiliates) holding an aggregate of
250,000 shares of Preferred Stock, an equivalent number of shares of Conversion
Stock, an equivalent number of shares of Cypress Common, or a combination
thereof at the time of such proposed issuance.
4. Transferees; Legends on Certificates.
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(a) All transferees or assignees of shares of Capital Stock of the
Company from the Shareholders shall be bound by and subject to the terms and
conditions of this Agreement.
(b) The Shareholders agree that all share certificates now or
hereafter held by them will be stamped with the following legend, substantially
in the following form:
"THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS IN
REGARD TO THEIR VOTING RIGHTS AND TRANSFER BY THE PROVISIONS OF AN
AGREEMENT, A COPY OF WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF THE
CORPORATION."
5. Covenants of the Company. The Company hereby covenants and agrees
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that:
(a) Financial Statements. The Company shall mail the following
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reports to each Purchaser for so long as such Purchaser is the holder of any
Preferred Stock, Conversion Stock or Cypress Common: (a) as soon as available,
and in any event within 90 days after the end of each fiscal year of the
Company, an audited balance sheet of the Company as of the end of
such fiscal year, an audited statement of income and retained earnings of the
Company for such fiscal year, and an audited statement of cash flows of the
Company for such fiscal year, prepared by a nationally recognized accounting
firm in accordance with generally accepted accounting principles consistently
applied, all in reasonable detail, and setting forth in comparative form the
figures as of the end of and for the previous fiscal year, accompanied by a
written report from the Company's Chief Financial Officer explaining in
narrative form any material discrepancies between the results of operations as
reported and the Company's annual budget for the same period, as well as any
other financial or business events of material importance, and the Company shall
use its best efforts to ensure that each related audit opinion is unqualified;
(b) as soon as available, and in any event within 45 days after the end of each
fiscal quarter, a commentary on any major changes affecting operations in such
fiscal quarter, including such changes in the area of personnel (management
team), product line, competition, marketing, finance, labor relations,
supplier/customer relations and any other relevant areas; and (c) as soon as
available, and in any event within 30 days after the end of each month, an
unaudited report of financial results during the preceding month prepared in
accordance with generally accepted accounting principles consistently applied,
which report shall include a balance sheet, profit and loss statement, cash flow
analysis, and comparison of results with results during the prior fiscal year
and with the Company's annual budget, with revisions on such budget as approved
by the Company's Board of Directors, and with such financial and budget
information shown both on a monthly and year-to-date basis. In the event that
the Company at any time hereafter shall be required, by law or by generally
accepted accounting principles, to consolidate its financial statements with
those of a subsidiary corporation, the Company shall thereafter furnish the
financial statements required by this Section 5(a) on a consolidated basis, and
the annual xxxxx cial statements specified above shall be furnished also with
consolidating financial statements.
(b) Additional Information. For so long as any Purchaser (in
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combination with any of such Purchaser's affiliates) is a holder of an aggregate
250,000 shares of Preferred Stock, an equivalent number of shares of Conversion
Stock, an equivalent number of shares of Cypress Common, or a combination
thereof, the Company shall (a) prior to the end of each fiscal year, furnish to
such Purchaser an annual budget for the next fiscal year, and (b) promptly after
each meeting or the execution of an action by unanimous written consent, furnish
copies of the minutes of proceedings or actions by written consent of the
Company's Board of Directors and shareholders; (c) furnish to such Purchaser
such information concerning the Company as the Purchaser may from time to time
reasonably request; and (d) offer the Purchaser the right to visit the
properties of the Company at reasonable times, to interview key employees of the
Company at their places of employment at reasonable times and to examine the
books of account and tax returns of the Company and to make copies therefrom;
provided, however, that the Company may require any Purchaser seeking to obtain
information of the Company pursuant to this Section 5(b), to the extent such
information contains proprietary information of the Company, to enter into a
non-disclosure agreement with the Company.
(c) Board Composition. Until the closing of the Company's initial
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firm commitment public offering which is underwritten by a nationally recognized
underwriting firm at a price per share of not less than $3.33 (as such number
may be adjusted as a result of stock splits, reverse stock splits or other
similar events after the date hereof) and an aggregate offering
price to the public of not less than fifteen million dollars ($15,000,000) (the
"Initial Public Offering"), the Bylaws of the Company shall provide, unless
amended by a resolution unanimously adopted by the Company's Board of Directors
after the date hereof, that the number of directors on the Company's Board of
Directors shall be six (6).
(d) Maintain Assets. The Company shall maintain its properties in
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good repair, working order and condition, will maintain its leases and other
instruments comprising its properties in full force and effect, will not sell or
transfer any of its assets other than in the ordinary course of its business,
will keep its properties free and clear of all liens (other than liens permitted
hereunder or incurred in the normal course of business) and adverse claims of
any party, and will maintain insurance covering its properties and its business
with responsible and reputable insurance companies or associations in such
amounts and covering such risks as is usually carried by companies engaged in
similar businesses and owning similar properties.
(e) Taxes. The Company will pay all taxes, assessments, government
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charges and levies imposed on the Company and its assets, income and profits
prior to the date on which penalties attach thereto; provided that the Company
shall not be required to pay any such charge which is being contested in good
faith by proper proceedings.
(f) Preserve Legal Standing. The Company will preserve and maintain
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in good standing its legal corporate existence and all of its rights, privileges
and franchises and conduct its business in an orderly, efficient and regular
manner and in compliance with all applicable laws, rules, regulations and orders
of government authorities.
(g) Employee Agreements. For so long as Purchasers own any Shares,
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the Company will require all new employees and consultants of the Company having
access to proprietary information to sign and deliver the Company's standard
form of Proprietary Information and Inventions Agreement.
(h) Perform Obligations. The Company will duly and punctually pay,
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observe and perform each of its obligations set forth herein and under any
material binding agreement to which it may be obliged as the same may be at any
time amended, modified or supplemented and in effect, in accordance with the
terms thereof.
(i) Use of Proceeds. The cash proceeds received by the Company from
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the sale of the Shares hereunder will be used for working capital.
(j) Cooperation. The Company and the Purchasers hereby agree that
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each will cooperate fully with the other in securing any governmental permits,
approvals, licenses or waivers necessary or appropriate for the consummation of
the transactions contemplated by this Agreement and the agreements and documents
attached as exhibits hereto.
6. Specific Performance. The parties acknowledge that execution,
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delivery and performance of this Agreement were material inducements to the
Purchasers to make an equity investment in the Company pursuant to the terms and
conditions of the Series A Agreement,
Series B Agreement, Series C Agreement, the Series D Agreement, the Series E
Agreement, Series F Agreement and/or the Common Agreement and that they will be
irreparably damaged in the event that this Agreement is not specifically
enforced. Accordingly, should any dispute arise pursuant to this Agreement, the
parties agree that a decree of specific performance shall be an appropriate
remedy. Such remedy shall be cumulative and shall be in addition to any other
remedies which the parties may have.
7. Term. This Agreement shall commence on the date first above written
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and shall terminate upon the first to occur of the following events:
(a) The adjudication by a court of competent jurisdiction that the
Company is bankrupt or insolvent;
(b) The filing of a certificate of dissolution of the Company;
(c) Immediately upon the effectiveness of a registration statement
filed under the Securities Act covering the offer and sale of the Company's
Common Stock to the public at a price per share of not less than $3.33 (which
number shall be adjusted to reflect any stock split, reverse stock split or
similar event after the date hereof) with estimated gross proceeds to the
Company (prior to underwriting commissions and expenses) of at least fifteen
million dollars ($15,000,000); or
(d) Termination pursuant to Section 8(f) of this Agreement.
8. Miscellaneous.
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(a) Governing Law. This Agreement shall be governed by and construed
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in accordance with the laws of the State of California applicable to contracts
made among residents of, and wholly to be performed in, the State of California.
(b) Further Instruments. From time to time, each party hereto shall
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execute and deliver such instruments and documents as may be reasonably
necessary to carry out the purposes and intent of this Agreement.
(c) Binding Effect. This Agreement shall be binding upon and shall
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inure to the benefit of the executors, administrators, legal representatives,
heirs, successors, and assigns of the parties hereto.
(d) Counterparts. This Agreement may be executed in two or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(e) Entire Agreement. This document constitutes and contains the
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entire agreement of the parties and supersedes any and all prior negotiations,
correspondence, understandings and agreements among the parties respecting the
subject matter hereof, and each
of the Purchasers hereby waives any and all rights under the Prior Shareholders
Agreement, the Fourth Amended and Restated Shareholders Agreement dated June 1,
1995, the Third Amended and Restated Shareholders Agreement dated October 8,
1992 among the Company and the Shareholders named therein, the Second Amended
and Restated Shareholders Agreement dated December 9, 1991 among the Company and
the Shareholders named therein, the First Amended and Restated Shareholders
Agreement dated September 7, 1990 among the Company and the Shareholders named
therein, and the Shareholders Agreement dated September 6, 1989 among the
Company and the Shareholders named therein.
(f) Amendment. Neither this Agreement nor any term hereof may be
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amended, waived, discharged or terminated other than by a written instrument
signed by the party against whom enforcement of any such amendment, waiver,
discharge or termination is sought; provided, however, that any provision hereof
may be amended, waived, discharged or terminated upon the written consent of the
Company and the holders of at least two-thirds of the outstanding shares of
Preferred Shares and the Cypress Common (whether outstanding or not) voting
together as a single class and Founders holding a majority of the outstanding
shares of Common Stock of the Company held by all Founders; provided further,
however, that any amendment, waiver, discharge or termination of Section 1 of
this Agreement which would have the effect of termi nating a board seat
designated pursuant to paragraphs 1(a)(i)-(iv) while not similarly terminating
each of the board seats designated pursuant to Sections 1(a)(i)-(iv) shall not
be effective unless approved by holders of the party adversely affected and
provided further that this Agreement shall not be amended without the consent of
the holders of two-thirds of the outstanding shares of Preferred Stock, and the
Cypress Common (whether outstanding or not) voting together as a single class,
voting together as a single class on an as-converted basis, if such amendment
would alter or change the preferences, rights, privileges or powers of, or the
restrictions provided for the benefit of, the Preferred Stock. Notwithstanding
the foregoing, neither this Agreement nor any term hereof may be amended,
waived, discharged or terminated without the written consent of Cypress to the
extent such amendment, waiver, discharge or termination affects Cypress in a
manner different from the other Shareholders.
(g) Transfer. The rights and obligations of this Agreement may be
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assigned by a Shareholder to a transferee, provided that the transferee execute
an agreement in the form satisfactory to the Company agreeing to be bound by the
provisions of this Agreement. Notwithstanding the foregoing, the right to
designate a member of the board pursuant to Section 1(a)(i)-(iii) shall not be
transferable except to a partner or affiliate (as that term is defined in Rule
405 of the Regulations under the Securities Act of 1933) of a Shareholder.
* * *
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date and year first above written.
"COMPANY" "FOUNDERS"
QUICKLOGIC CORPORATION /s/ Xxxx Xxxxxxx
a California corporation __________________________
Xxxx Xxxxxxx
/s/ E. Xxxxxx Xxxx /s/ Xxxxxx Xxxx
____________________________ __________________________
E. Xxxxxx Xxxx Xxxxxx Xxxx
President
/s/ X.X. Xxxx
__________________________
X.X. Xxxx
"SHAREHOLDERS"
/s/ Xxxxxx X. Xxxxxxx
__________________________
Xxxxxx X. Xxxxxxx
/s/ Xxxxx Xxxx
__________________________
Xxxxx Xxxx
/s/ Xxxxxxx X. Xxxxxxx, Xx.
__________________________
Xxxxxxx X. Xxxxxxx, Xx.
Xxxxxxxx Holdings, L.P.
By: /s/ G. Xxxxxxx Xxxxx, Xx.
________________________________________
G. Xxxxxxx Xxxxx, Xx., General Partner
/s/ G. Xxxxxxx Xxxxx, Xx.
__________________________
G. Xxxxxxx Xxxxx, Xx.
/s/ Xxxxx X. Xxxxxxxx
__________________________
Xxxxx X. Xxxxxxxx
Anvest, L.P.
By: /s/ Xxxxx X. Xxxxxxxx
________________________________________
Xxxxx X. Xxxxxxxx, General Partner
Xxxx X. & Xxxxxx X. Xxxxxx,
Trustees of the Wythes Living Trust
By: /s/ Xxxx X. Xxxxxx
________________________________________
Xxxx X. Xxxxxx, Trustee
TOW Partners, A California Limited
Partnership
By: /s/ Xxxx X. Xxxxxx
________________________________________
Xxxx X. Xxxxxx, General Partner
Xxxxxx Xxxx Ventures, A California Limited
Partnership
By: /s/ Xxxxx X. Xxxxxxxx
________________________________________
Xxxxx X. Xxxxxxxx
General Partner of the General Partner
TVI Management-3, L.P.
By: /s/
________________________________________
General Partner
TVI Venture Investors-3, L.P.
By: TVI Management-3 General Partner
By: /s/
________________________________________
General Partner
Technology Venture Investors-IV, as nominee
for Technology Venture Investors-4, L.P.
TVI Partners-4, L.P. and TVI Affiliates-4,
L.P.
By: TVI Management-4, L.P.
General Partner
By: /s/
________________________________________
General Partner
New Enterprise Associates VI, Limited
Partnership
By: NEA Partners VI, Limited Partnership
Its General Partner
By: /s/ Xxxxx Xxxxxx
________________________________________
Xxxxx Xxxxxx
Xxxxx Ventures III, L.P.
By: /s/ Xxxx X. Xxxxx, Xx.
________________________________________
Xxxx X. Xxxxx, Xx., General Partner
U.S. Venture Partners III,
A California Limited Partnership,
By: BHMS Partners III
A California Limited partnership
Its General Partner
By: /s/ Xxxxxxx X. Xxxxx
________________________________________
Attorney-In-Fact
Xxxxxxx X. Xxxxx
Second Ventures Limited Partnership
By: BHMS Partners III
A California Limited Partnership
Its General Partner
By: /s/ Xxxxxxx X. Xxxxx
________________________________________
Attorney-In-Fact
Xxxxxxx X. Xxxxx
U.S.V. Entrepreneur Partners,
A California Limited Partnership
By: BHMS Partners III,
A California Limited Partnership
Its General Partner
By: /s/ Xxxxxxx X. Xxxxx
________________________________________
Attorney-In-Fact
Xxxxxxx X. Xxxxx
Vertex Investment Pte. Ltd.
By: /s/
________________________________________
Cypress Semiconductor Corporation
By: /s/ Xxxxxxxx Xxxxxxxxx
________________________________________
Xxxxxxxx Xxxxxxxxx
V.P. of Finance, CFO
C.V. Sofinnova Partners Five
By: Sofinnova (International) Five N.V.
General Partner
By: /s/
________________________________________
Under Power of Attorney
XXXX XX LIMITED PARTNERSHIP
By: Xxxx XX Management Partners, L.P.
By: /s/
________________________________________
General Partner
Xxxxxxxxxxxx Venture Partners III
by Xxxxxxxxxxxx Management Partners III
its General Partner
By: /s/ Xxxx X. Xxxxxxxxxxxx
________________________________________
Xxxx X. Xxxxxxxxxxxx, General Partner
SEQUOIA CAPITAL V
SEQUOIA TECHNOLOGY PARTNERS V
SEQUOIA XXIV, SEQUOIA XXIII
By: /s/ Xxxx Xxxxxxx
________________________________________
Xxxx Xxxxxxx, General Partner
/s/ A. Bechtolsheim
___________________________________________
A. Bechtolsheim
U.S. Venture partners IV, L.P.
By Presidio Management Group IV, L.P.,
Its General partner
By: /s/ Xxxx Xxxxx
________________________________________
Xxxx Xxxxx, General Partner
SECOND VENTURES II, L.P.
By Presidio Management Group IV, L.P.
Its General Partner
By: /s/ Xxxx Xxxxx
________________________________________
Xxxx Xxxxx, General Partner
USVP ENTREPRENEUR PARTNERS II, L.P.
A Delaware Limited Partnership
By Presidio Management Group IV, L.P.
Its General Partner
By: /s/ Xxxx Xxxxx
________________________________________
Xxxx Xxxxx, General Partner
/s/ Xxxxx X. Xxxxxxx
___________________________________________
Xxxxx X. Xxxxxxx
___________________________________________
Print Individual or Entity Name
By: /s/
________________________________________
Signature
___________________________________________
Print Name (if Agent*)
___________________________________________
Title of Agent*
* Agent, officer, partner, trustee, etc.
Print Individual or Entity Name
By: /s/
________________________________________
Signature
___________________________________________
Print Signatory's Name
(if Agent)
___________________________________________
Title of Agent*
* Agent, officer, partner, trustee, etc.
-Shareholders' Agreement-
