0000891618-05-000244 Sample Contracts

AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG CYPRESS SEMICONDUCTOR CORPORATION SP ACQUISITION CORPORATION AND SUNPOWER CORPORATION Dated as of June 30, 2004
Agreement and Plan of Reorganization • March 18th, 2005 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • California

This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of June 30, 2004 by and among Cypress Semiconductor Corporation, a Delaware corporation (“Parent”), SP Acquisition Corporation, a California corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and SunPower Corporation, a California corporation (the “Company”).

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AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 18th, 2005 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • California

This Amendment No. 1 to Loan and Security Agreement (this “Amendment”) is entered into this 13th day of December, 2004, by and between Cypress Semiconductor Corporation, a Delaware corporation (“Borrower”), and Silicon Valley Bank (“Bank”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (as defined below).

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