FORM OF EXAR VOTING AGREEMENTExar Voting Agreement • May 8th, 2007 • Exar Corp • Semiconductors & related devices • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of May , 2007 by and between Sipex Corporation, a Delaware corporation (“Sipex”), and the undersigned stockholder (the “Stockholder”) of Exar Corporation, a Delaware corporation (“Exar”).
May 7, 2007 Exar Corporation 48720 Kato Road Fremont, California 94538 Ladies and Gentlemen:Merger Agreement • May 8th, 2007 • Exar Corp • Semiconductors & related devices • Delaware
The undersigned (the “Stockholder”) is the owner of record or beneficially of certain shares of common stock, par value $0.01 per share, of Sipex Corporation (“Sipex Shares”) or securities convertible into or exchangeable or exercisable for Sipex Shares. This Lock-Up and Standstill Agreement (this “Agreement”) is being executed in connection with the Agreement and Plan of Merger of even date herewith (the “Merger Agreement”), by and among Exar Corporation, a Delaware corporation (“Exar”), Sipex Acquisition Corp., a Delaware corporation wholly owned subsidiary of Exar (“Merger Sub”), and Sipex Corporation, a Delaware corporation (“Sipex”), pursuant to which Merger Sub will be merged with and into Sipex (the “Merger”) with Sipex surviving the Merger as a wholly owned Subsidiary of Exar. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Merger Agreement.
