0000921895-09-000694 Sample Contracts

AGREEMENT
Shareholder Agreement • March 9th, 2009 • Ramius LLC • Semiconductors & related devices • California

THIS AGREEMENT (“Agreement”), dated as of March 6, 2009, 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”).

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AMENDED AND RESTATED JOINT FILING AGREEMENT
Joint Filing Agreement • March 9th, 2009 • 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. 2 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 (the “Statement”). This Amended and Restated Joint Filing Agreement shall be filed as an Exhibit to the Statement. The undersigned further agree that any additional amendments to the Statement shall be filed jointly on behalf of each of them without the necessity of entering into additional joint filing agreements.

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