AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 4th, 2008 • Simtek Corp • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of August 1, 2008, by and among, CYPRESS SEMICONDUCTOR CORPORATION, a Delaware corporation (“Parent”); Copper Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”); and SIMTEK CORPORATION, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • August 4th, 2008 • Simtek Corp • Semiconductors & related devices • Delaware
THIS TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 1, 2008 by and between Cypress Semiconductor Corporation, a Delaware corporation (“Parent”), Copper Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (“Acquisition Sub”) and the undersigned securityholder (“Stockholder”) of Simtek Corporation, a Delaware corporation (the “Company”).
