AGREEMENT AND PLAN OF MERGER by and among SKYWORKS SOLUTIONS, INC., POWERCO ACQUISITION CORP. and ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED Dated as of May 26, 2011Agreement and Plan of Merger • May 27th, 2011 • Advanced Analogic Technologies Inc • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 26, 2011 by and among Skyworks Solutions, Inc., a Delaware corporation (the “Buyer”), PowerCo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Buyer (the “Merger Sub”), and Advanced Analogic Technologies Incorporated, a Delaware corporation (the “Company”).
STOCKHOLDER AGREEMENTStockholder Agreement • May 27th, 2011 • Advanced Analogic Technologies Inc • Semiconductors & related devices • Delaware
THIS STOCKHOLDER AGREEMENT (this “Agreement”) is made and entered into as of May 26, 2011 by and among the stockholders of Advanced Analogic Technologies Incorporated, a Delaware corporation (the “Company”), named on the signature page(s) hereto (collectively, “Stockholders” and each individually, a “Stockholder”), and Skyworks Solutions, Inc., a Delaware corporation (the “Buyer”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Merger Agreement referred to below.
NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENTNon-Competition, Non-Solicitation and Confidentiality Agreement • May 27th, 2011 • Advanced Analogic Technologies Inc • Semiconductors & related devices • California
THIS NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT (the “Agreement”), dated as of May 26, 2011, is made by and between Skyworks Solutions, Inc., a Delaware corporation (“Buyer”), and Richard K. Williams, an individual residing in the State of California (the “Stockholder”). The Buyer and the Stockholder are each referred to in this Agreement as a “Party” and collectively as the “Parties.”
