0001193125-06-000055 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 3rd, 2006 • Simtek Corp • Semiconductors & related devices • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 30, 2005, among Simtek Corporation, a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 3rd, 2006 • Simtek Corp • Semiconductors & related devices

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 30, 2005, among Simtek Corporation, a Colorado corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).

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