AGREEMENT AND PLAN OF MERGER BY AND AMONG CYPRESS SEMICONDUCTOR CORPORATION RAIN ACQUISITION CORP. AND RAMTRON INTERNATIONAL CORPORATION Dated as of September 18, 2012Agreement and Plan of Merger • September 19th, 2012 • Ramtron International Corp • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 18, 2012 by and among Cypress Semiconductor Corporation, a Delaware corporation (“Parent”), Rain Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and Ramtron International Corporation, a Delaware corporation (the “Company”). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in Article I.
Amendment No. 2 to Rights Agreement, dated as of September 18, 2012, between Ramtron International Corporation and Computershare Trust Company, LLC, as Rights Agent.Rights Agreement • September 19th, 2012 • Ramtron International Corp • Semiconductors & related devices • Delaware
This Amendment No. 2 to Rights Agreement (this “Amendment”) is effective as of September 18, 2012, and is by and between Computershare Trust Company, N.A., a Delaware corporation (“Agent”), having its principal place of business at 250 Royall Street, Canton, Massachusetts, 02021; and Ramtron International Corporation, a Delaware corporation (“Ramtron” or the “Company”), having its principal place of business at 1850 Ramtron Drive, Colorado Springs, CO 80921. Ramtron and/or Agent may be referred to herein as a “Party” or the “Parties,” as the case may require.
