ESCROW AGREEMENTEscrow Agreement • May 8th, 2012 • Mindspeed Technologies, Inc • Semiconductors & related devices
ESCROW AGREEMENT (the “Escrow Agreement”), dated as of February 6, 2012, among Mindspeed Technologies, Inc., a Delaware corporation (“Parent”), Platinum Acquisition (UK) Limited, a private company limited by shares registered in England and Wales and a wholly-owned subsidiary of Parent (“UK Acquiror”), Shareholder Representative Services LLC, a Colorado limited liability company (“Representative”), solely in its capacity as representative(s) of the former shareholders of picoChip Inc., a Delaware corporation (“Company”), and Computershare Trust Company, N.A. (the “Escrow Agent”). Terms not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER By and Among Mindspeed Technologies, Inc. (a Delaware corporation); Platinum Acquisition (UK) Limited (a private company limited by shares and registered in England and Wales); Platinum Acquisition Corporation (a Delaware...Merger Agreement • May 8th, 2012 • Mindspeed Technologies, Inc • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of January 5, 2012 by and among Mindspeed Technologies, Inc., a Delaware corporation having its principal place of business at 4000 MacArthur Blvd., East Tower, Newport Beach, California, 92660 (the “Parent”); Platinum Acquisition (UK) Limited, a private company limited by shares registered in England and Wales with registration number 07893808 and having its registered office at 5 New Street Square, London EC4A 3TW, England (the “UK Acquiror”); Platinum Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of UK Acquiror (the “Merger Sub”) having its principal place of business at the same address as Parent; picoChip Inc., a Delaware corporation having its principal place of business at Upper Borough Court, Upper Borough Walls, Bath BA1 1RG, United Kingdom (the “Company”); Picochip Ltd., a private company limited by shares registered in England and Wales with registration number 03463870 and having its
MINDSPEED TECHNOLOGIES, INC. DECLARATION OF REGISTRATION RIGHTSDeclaration of Registration Rights • May 8th, 2012 • Mindspeed Technologies, Inc • Semiconductors & related devices • California
This Declaration of Registration Rights (this “Declaration”) is provided by Mindspeed Technologies, Inc., a Delaware corporation (the “Parent”) on February 6, 2012, in connection with the Agreement and Plan of Merger (the “Merger Agreement”) dated as of January 5, 2012 by and among the Parent; Platinum Acquisition (UK) Limited, a private company limited by shares and registered in England and Wales; Platinum Acquisition Corporation, a Delaware corporation; picoChip Inc., a Delaware Corporation; picoChip Ltd., a private company limited by shares and registered in England and Wales; and the Stockholder Representative. Capitalized terms not otherwise defined herein shall have the meaning(s) ascribed to them in the Merger Agreement. This Declaration is provided for the benefit of each of the Consideration Recipients identified on Schedule A attached hereto and entitled to receive shares of Parent Common pursuant to the terms set forth in the Merger Agreement.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 8th, 2012 • Mindspeed Technologies, Inc • Semiconductors & related devices • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of February 6, 2012 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and MINDSPEED TECHNOLOGIES, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
MINDSPEED TECHNOLOGIES, INC. INDUCEMENT INCENTIVE PLAN AWARD AGREEMENT RESTRICTED STOCK TERMS AND CONDITIONSRestricted Stock Award Agreement • May 8th, 2012 • Mindspeed Technologies, Inc • Semiconductors & related devices • Delaware
In accordance with a determination of the Board of Directors of Mindspeed Technologies, Inc., you have been awarded Restricted Stock pursuant to the Company’s Inducement Incentive Plan (the “Plan”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to such terms in the Plan.
VOTING AGREEMENTVoting Agreement • May 8th, 2012 • Mindspeed Technologies, Inc • Semiconductors & related devices • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of January 5, 2012, by and among Mindspeed Technologies, Inc., a Delaware corporation (“Parent”), picoChip Inc., a Delaware corporation (the “Company”), and the stockholders of the Company named on the signature pages hereto (collectively, “Stockholders” and each, a “Stockholder”).
