Common use of Form S-3 Registration Clause in Contracts

Form S-3 Registration. (a) In case Simtek shall receive from Cypress a written request or requests that Simtek use its commercially reasonable efforts to effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by Cypress, Simtek will as soon as practicable, use its commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypress's Registrable Securities as are specified in such request; provided, however, that Simtek shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.9: (1) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the good faith judgment of the Board of Directors of Simtek, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of Cypress under this Section 2.9; provided, however, that Simtek shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counsel. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9, and Simtek shall include such information in the written notice referred to in Section 2.9(a).

Form S-3 Registration. (a) In case Simtek shall receive from Cypress Buyer will file a written request or requests that Simtek registration statement on Form S-3 with respect to the Aggregate Shares of Buyer Stock with the SEC no later than fifteen (15) days following the Closing Date and Buyer will use its commercially reasonable efforts to effect a have such registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by Cypress, Simtek will statement declared effective as soon as practicable, possible and Buyer will use its commercially reasonable efforts to effect have such registration statement declared effective as soon as possible, will maintain such effectiveness continuously until the date that is twelve (12) months after the Closing Date (or such earlier date when substantially all of the stock or assets of Buyer are acquired by a third party), with respect to Aggregate Shares of Buyer Stock issuable hereunder, and will enable all holders of such stock to use the prospectus forming a part thereof for resales of all such qualifications stock during such time period. All fees and compliances as may be so requested expenses incurred in connection with preparing and as would permit or facilitate the sale and distribution of all or filing such portion of Cypress's Registrable Securities as are specified in such request; provided, however, that Simtek shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.9: (1) if registration statement on Form S-3 is not then available for (including all legal, accounting and printing fees and expenses) will be borne by Buyer. Buyer will use all commercially reasonable efforts to (a) register or qualify such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the good faith judgment of the Board of Directors of Simtek, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of Cypress under this Section 2.9; provided, however, that Simtek shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a such registration statement covering the sale of the Registrable Securities, under such securities laws or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date blue sky laws of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or jurisdictions as any holder thereof will reasonably request (5) in any particular jurisdiction in which Simtek would provided Buyer will not be required to qualify to do business or to execute file a general consent to service of process in effecting any jurisdiction) and (b) keep such registrationregistrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, qualification or compliance; sales and dealings therein in such jurisdictions until the earlier of (a) such times as all of the distribution of such stock pursuant to the registration statement has been completed or (6b) during twelve (12) months after such registration statement became effective. Buyer shall indemnify and hold harmless each of such holder against any losses, expenses, claims, damages or liabilities, joint or several, including actions, proceedings, investigations, settlements, judgments and fines, to which such holder may become subject under the period ending one hundred eighty (180) days after the effective date Securities Act, or otherwise, insofar as such expenses, losses, claims, damages, liabilities, actions, proceedings, investigations, settlements, judgments and fines arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in such registration statement subject under which such stock is registered under the Securities Act, or any preliminary, final or free writing prospectus contained or incorporated by reference therein or furnished by Buyer to Section 2.1 hereof. Subject any such holder or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or in connection with any such registration statement any violation by Buyer of the Securities Act, the Exchange Act, any state securities or “Blue Sky” law or any rule or regulation under any of the foregoing, Simtek and will reimburse such holder for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred. Each such holder shall indemnify and hold harmless, severally and not jointly, Buyer against any losses, expenses, claims, damages or liabilities, joint or several, including actions, proceedings, investigations, settlements, judgments and fines, to which Buyer may become subject under the Securities Act, or otherwise, insofar as such expenses, losses, claims, damages, liabilities, actions, proceedings, investigations, settlements, judgments and fines arise out of or are based upon an untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, contained in any information expressly provided by such holder for inclusion in such registration statement under which such stock is registered under the Securities Act, or in any preliminary, final or free writing prospectus contained or incorporated by reference therein or in any amendment or supplement thereto, and will reimburse Buyer for any legal or other expenses reasonably incurred by Buyer in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such holder shall have any liability to Buyer in excess of the amount of proceeds (less any commissions or brokerage fees incurred by such holder) actually received by such holder from the sale of such holder’s shares pursuant to such registration statement. (b) As soon as it is possible under applicable laws to remove the Securities Act legends restricting transfer of the Buyer Stock from the certificate representing the Buyer Stock held in the Escrow Account, Buyer shall immediately (and within 10 days of such eligibility) take all commercially reasonable steps required to remove all legends restricting transfer of the Buyer Stock from the Buyer Stock certificate in the Escrow Account, including but not limited to, at Buyer’s sole expense, (i) causing a nationally recognized law firm to issue an opinion of counsel stating that the transfer restriction legend may be removed and (ii) exchanging the share of Buyer Stock held in the Escrow Account in the name of the Escrow Agent at the time of such eligibility for an equivalent number of shares without a restrictive legend. If, for any reason, the Buyer Stock held in the Escrow Account sixteen months following the Closing Date continues to bear any legend restricting transfer, Buyer shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities on Form S-3 with respect to such Buyer Stock with the registrations pursuant SEC no later than fifteen (15) days thereafter, and take all actions, and be subject to Section 2.9 hereof (which right may be assigned all obligations, with respect to such registration statement as provided described above in Section 2.10 hereof5.10(a), including (without limitation) ; provided all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided time periods in Section 2.10 hereof), including (without limitation5.10(a) all fees and disbursements of its counselshall instead be measured from the date the Buyer Stock is released to the Escrow Recipients from the Escrow Account. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9, and Simtek shall include such information in the written notice referred to in Section 2.9(a).

Form S-3 Registration. (a) In case Simtek If the Company shall receive from Cypress any holder or holders of Restricted Stock, a written request or requests that Simtek use its commercially reasonable efforts to the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all Restricted Stock owned by such holder or a part holders, the reasonably anticipated aggregate price to the public of which would exceed $2,000,000, the Company will: (i) promptly give written notice of the Registrable Securities owned by Cypressproposed registration, Simtek will and any related qualification or compliance, to all other holders of Restricted Stock; and (ii) as soon as practicable, use its commercially reasonable efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and all such qualifications appropriate compliance with applicable regulations issued under the Securities Act and compliances any other government requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypresssuch holder's Registrable Securities or holders' Restricted Stock as are specified in such request; provided, howevertogether with all or such portion of the Restricted Stock of any holder or holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company, provided that Simtek the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 2.9: 6 (1A) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the good faith judgment of the Board of Directors of Simtek, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of Cypress under this Section 2.9; provided, however, that Simtek shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) 180-day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securitiesperiod, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4B) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Company is not entitled to use Form S-3 for Cypress pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereofS-3. Subject to the foregoing, Simtek the Company shall file a registration statement covering the Registrable Securities and other securities Restricted Stock so requested to be registered as soon as practicable after receipt of the request or requests of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification the holders of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counselRestricted Stock. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made Registrations effected pursuant to this Section 2.9, and Simtek 6 shall include such information not be counted as requests for registration effected pursuant to Section 5. Except as provided in the written foregoing paragraph (a), the Company will not effect any other registration of its Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice referred from requesting holders pursuant to this Section 6 until such time as the managing underwriter shall reasonably request. In the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to this Section 6, each holder of Restricted Stock who shall not be selling its Restricted Stock to the underwriters in Section 2.9(a).connection with such offering shall refrain from selling such Restricted Stock so registered for such

Form S-3 Registration. Subject always to the terms and limitations set forth in this Agreement, the Purchaser will file as promptly as possible after it is eligible to do so (aand in no event later than 5 November, 2000) In case Simtek shall receive from Cypress a written request or requests that Simtek use its commercially reasonable efforts to effect a registration statement on Form S-3 and any related qualification or compliance with respect to all or a part (the "Shelf Registration Statement") covering 100% of the Registrable Securities owned by Cypress, Simtek will Shares comprising the Consideration Stock (less any shares registered pursuant to said piggy back registration rights set forth in clause 5.1 above) of the shares of the Consideration Stock and thereafter shall use its best efforts to cause the Shelf Registration Statement to be declared effective as soon as practicable, use its commercially reasonable efforts practicable following such filing and to effect maintain such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate effectiveness until the sale and distribution one year anniversary of all or such portion of Cypress's Registrable Securities as are specified in such requestthe date hereof; provided, however, that Simtek shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.9: (1) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the good faith judgment of the Board of Directors of Simtek, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek Purchaser shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of Cypress under this Section 2.9; provided, however, that Simtek shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to prohibit the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 shares of the Securities ActConsideration Stock pursuant to the Shelf Registration Statement, a registration on any form that does not include substantially upon notice to the same information as Shareholders (A) if in the opinion of counsel for the Purchaser, the Purchaser would thereby be required to disclose information not otherwise then required by law to be included publicly disclosed, provided that the Purchaser shall use its best efforts to minimize the period of time in a registration statement covering which it shall prohibit the sale of any shares of its common stock pursuant to this clause (A), which shall in no event exceed 45 days in any one-year period; or (B) during the Registrable Securitiesperiod starting with the date 10 days prior to the Purchaser's estimate of the date of filing of, or and ending on a date 90 days after the effective date of, a registration in which the only Common Stock being registered Shareholders are entitled to participate in accordance with clause 5 hereof, or such longer post-effective periods as may be reasonably required by the underwriter or underwriters if such offering is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereofunderwritten. Subject to the foregoingterms of this Agreement if the Purchaser is not eligible to file an S-3 Registration Statement by November 5, Simtek shall 2000, the Shareholders may require the Purchaser to file a registration statement covering the Registrable Securities and other securities so requested an S-1 Registration Statement to be registered as soon as practicable after receipt register 100% of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (Consideration Stock which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counselhas not already been registered. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9, and Simtek shall include such information in the written notice referred to in Section 2.9(a).

Form S-3 Registration. (a) In case Simtek As soon as practicable, but no later than 20 days, following the Eligible Resale Date, ▇▇▇▇▇▇▇ shall receive file a Registration Statement on Form S-3 providing for the sale pursuant to Rule 415 (a "Shelf Registration Statement"), and/or any similar rule that may be adopted by the SEC, of Registrable Securities by Holders. ▇▇▇▇▇▇▇ shall use reasonable efforts to provide 10 days' notice to all of the Holders at the Company's address of the anticipated filing date of a Shelf Registration Statement under this Section 2(a), and such notice shall request all information required from Cypress a written request or requests Holder to participate in the Shelf Registration Statement so that Simtek such Holder may participate in such registration. After the Registration Statement has become effective, ▇▇▇▇▇▇▇ shall use its commercially reasonable efforts to effect keep such Registration Statement continuously effective for 60 days. (b) In addition to the Shelf Registration Statement referred to in Section 2(a), ▇▇▇▇▇▇▇ shall, no later than October 1, 1998, file a registration on Form S-3 and any related qualification or compliance with respect second Shelf Registration Statement providing for the sale of Registerable Securities by Holders. ▇▇▇▇▇▇▇ shall use reasonable efforts to provide 10 days' notice to all or a part of the Registrable Securities owned by CypressHolders at the Company's address of the anticipated filing date of a Shelf Registration Statement under this Section 2(b), Simtek will as soon as practicableand such notice shall request all information required from a Holder to participate in the Shelf Registration Statement so that such Holder may participate in such registration. After the Registration Statement has become effective, ▇▇▇▇▇▇▇ shall use its commercially reasonable efforts to effect keep such registration and all Registration Statement continuously effective for 60 days. (c) ▇▇▇▇▇▇▇ shall not have the obligation to register securities under this Agreement unless the Holder provides and/or confirms in writing prior to or after the filing of the Registration Statement such qualifications and compliances information (including, without limitation, information as may be so requested and as would permit or facilitate to the sale and distribution number of all or such portion of Cypress's Registrable Securities that such Holder has sold pursuant to any such Registration Statement from time to time) as are specified ▇▇▇▇▇▇▇ reasonably requests in connection with such request; providedRegistration Statement. (d) Notwithstanding the foregoing, howeverfor a period not to exceed 90 days in any 12-month period, that Simtek ▇▇▇▇▇▇▇ shall not be obligated to effect any such registrationprepare and file, qualification or compliancebe prevented from delaying or abandoning, pursuant to this Section 2.9: (1) the Registration Statement required hereunder if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypress▇▇▇▇▇▇▇, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the its good faith judgment of the Board of Directors of Simtekjudgment, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek shall have the right to defer reasonably believes that the filing or maintenance of such Registration Statement would require the Form S-3 registration statement for a period disclosure of not more than sixty (60) days after receipt of the request of Cypress under this Section 2.9; providedmaterial non- public information regarding ▇▇▇▇▇▇▇ and, howeveraccordingly, that Simtek shall not utilize this right more than once in any twelve month period the filing thereof, at the time requested, or the offering of ▇▇▇▇▇▇▇ Common Stock pursuant thereto, would materially and provided further that Simtek shall not register any securities for the account of itself adversely affect (A) a pending or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale scheduled public offering or private placement of securities of participants in a Simtek stock plan▇▇▇▇▇▇▇ or any of its subsidiaries, a registration relating (B) an acquisition, merger, consolidation or similar transaction by or of ▇▇▇▇▇▇▇ or any of its subsidiaries, (C) preexisting and continuing negotiations, discussions or pending proposals with respect to a corporate reorganization or transaction under Rule 145 any of the Securities Actforegoing transactions, a registration on or (D) the financial condition of ▇▇▇▇▇▇▇ in view of the disclosure of any form that does not include substantially the same information as would pending or threatened litigation, claim, assessment or governmental investigation which might be required thereby. The reason for such delay shall be confirmed by a certificate of ▇▇▇▇▇▇▇'▇ Chairman or President, subject to be included confidentiality restrictions, and no such delay shall shorten the 60-day effective period of such Registration Statement once it is filed and declared effective. In the event that ▇▇▇▇▇▇▇, in good faith, reasonably believes that such conditions are continuing after such 90-day period, it may, with the consent of the Holders of a registration statement covering the sale majority of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); Securities subject (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6be subject) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoingRegistration Statement, Simtek which consent shall file a registration statement covering not be unreasonably withheld, extend such 90-day period for an additional 30 days. Any further delay shall require the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt consent of the request Holders of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counselsuch shares. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9, and Simtek shall include such information in the written notice referred to in Section 2.9(a).

Form S-3 Registration. Within thirty (a30) In case Simtek days of the Effective Date, the Company shall receive from Cypress a written request or requests that Simtek use its commercially reasonable efforts to effect file with the SEC a registration statement on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by Cypress, Simtek will as soon as practicable, use its commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit then outstanding or facilitate thereafter issued upon conversion of Series A Preferred Stock issued upon exercise of the sale and distribution of all or such portion of Cypress's Registrable Securities as are specified in such requestWarrants; provided, however, that Simtek the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 2.9: (1) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the good faith judgment of the Board of Directors of Simtek, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of Cypress under this Section 2.9; provided, however, that Simtek shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (5) 2.2 in any particular jurisdiction in which Simtek the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during . The Company shall use best efforts to have the period ending S-3 Registration Statement declared effective by the SEC within one hundred eighty twenty (180120) days after of the Effective Date and shall leave such Registration Statement in effect until the second anniversary of the Effective Date, by which time the Company shall use best efforts to have a second S-3 Registration Statement declared effective date by the SEC and shall leave such S-3 Registration Statement in effect until the fourth anniversary of a the Effective Date. The Company's obligations to keep any S-3 Registration Statement effective shall cease as to any shares that become saleable under Rule 144(k) promulgated under the Securities Act. If for any reason either registration statement subject is suspended, the Company shall use best efforts to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a cause such registration statement covering to become effective again at the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of earliest possible date following the request of Cypressany of the Investors. Simtek In the event the that the S-3 Registration Statement is not declared effective by the SEC within one hundred twenty (120) days of the Effective Date, as relief for the damages to the Holders by reason of any such delay in or reduction of their ability to sell any of their Registrable Securities (which remedy shall bear not be exclusive of any other remedies available at law and in equity), the Company shall pay to the Holders on a pro rata basis relative to the number of Registrable Securities held by each Holder an aggregate amount in cash equal to fifty thousand dollars ($50,000) and an additional fifty thousand dollars ($50,000) for each of the following full months that elapse thereafter during which the S-3 Registration Statement declared is not declared effective by the SEC, provided that in no event shall all such payments pursuant to this paragraph exceed two hundred fifty thousand dollars ($250,000). Such payment shall be paid on the last day of the calendar month after which such payment is incurred. The Company shall pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations required pursuant to this Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof)2.2, including (without limitation) limitation all filing, registration and qualification, printers' and accounting fees and the reasonable fees and disbursements of its counsel. one (b1) If Cypress intends counsel for each Asia Pacific, Vertex and any other selling Holders (not to distribute exceed $15,000), which may be counsel for the Registrable Securities covered by its request by means of an underwritingCompany, it shall so advise Simtek as part of its request made and counsel for the Company (but excluding underwriters' discounts and commissions). Each Holder participating in the registration pursuant to this Section 2.92.2 shall bear such Holder's proportionate share (based on the number of shares sold by such Holder over the total number of shares included in such registration at the time it goes effective) of all discounts, and Simtek shall include commissions or other amounts payable to underwriters or brokers in connection with such information in the written notice referred to in Section 2.9(a)offering.

Form S-3 Registration. If at any time the Issuer is eligible to file a Registration Statement under the Securities Act on Form S-3 (a) In case Simtek or any successor short form registration statement), a Holder or Holders of the Senior Preferred Registrable Securities shall receive from Cypress a have the right to make written request or requests that Simtek use its commercially reasonable efforts to the Issuer effect a registration under the Securities Act on Form S-3 and any related qualification or compliance with respect to of all or a part of the Registrable Securities owned of the Holder making such request, which requests shall specify the intended method of disposition thereof by Cypresssuch Holder, Simtek will as soon as practicable, use its commercially reasonable efforts to effect including whether (i) the registration requested is for an underwritten offering and (ii) the Registration Statement covering such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate Registrable Securities shall provide for the sale and distribution by the Holder thereof of all or such portion of Cypress's the Registrable Securities as are specified in such request; provided, however, that Simtek from time to time on a delayed or a continuous basis under Rule 415 under the Securities Act. The Issuer shall not be obligated required to effect file any such registration, qualification or compliance, pursuant to this Section 2.9: Registration Statement (1i) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an reasonably anticipated aggregate price to the public of the offering would not exceed $1,000,000 or (net ii) if within 30 days of any underwriters' discounts request to register Registrable Securities pursuant to this Section 2.1(b), the Issuer furnishes to the requesting Holder or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress Holders a certificate signed by the Chief Executive Officer President of Simtek the Issuer stating that in the Issuer has a good faith judgment intent to engage in a firmly underwritten public offering within 90 days of the Board of Directors of Simteksuch request, it would be materially detrimental such right to Simtek and its stockholders for such Form S-3 Registration delay a request to be effected at such time, in which event Simtek shall have exercised by the right to defer the filing of the Form S-3 registration statement for a period of Issuer not more than sixty (60) days after receipt of the request of Cypress under this Section 2.9; provided, however, that Simtek shall not utilize this right more than once in any twelve twelve-month period period. No requested registration under this Section 2.l(b) shall constitute a “demand” registration for purposes of Section 2.1(a). So long as the provisions and provided further requirements of this Section 2.1(b) are satisfied and subject to the other provisions of this Agreement, there shall be no limit on the number of times a Holder or Holders may make a written request that Simtek the Issuer effect a registration hereunder except that the Issuer shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in effect a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or 2.l(b) on more than two (52) in occasions during any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counsel12-month period. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9, and Simtek shall include such information in the written notice referred to in Section 2.9(a).

Form S-3 Registration. (a) In After its Initial Public Offering, in case Simtek the Company shall receive from Cypress any Holder or Holders of Preferred Registrable Securities a written request or requests that Simtek use its commercially reasonable efforts to the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Preferred Registrable Securities owned by Cypresssuch Holder or Holders, Simtek will the Company will: (a) within ten (10) calendar days after receipt of such notice, give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Preferred Registrable Securities; and (b) as soon as reasonably practicable, use its commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypress's such Holders’ Preferred Registrable Securities as are specified in such request, together with all or such portion of the Preferred Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) calendar days after receipt of such written notice from the Company; provided, however, that Simtek the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 2.9: 2.4 in the event of any of the following: (1i) if the Company has previously effected two (2) registrations pursuant to this Section 2.4 in the calendar year in which such request is made, and such registrations have been declared or ordered effective (which, for the avoidance of doubt, shall mean that the registrations shall have been continuously effective for one hundred eighty (180) calendar days, or until all Preferred Registrable Securities covered thereby have been sold, if earlier); (ii) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 the Company for such offering); or (2iii) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the good faith judgment of the Board of Directors of Simtek, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of Cypress under this Section 2.9; provided, however, that Simtek shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to proceeds from the sale of securities of participants in a Simtek stock plan, a registration relating Preferred Registrable Securities proposed to be sold pursuant to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereofwill not exceed US$1,000,000. Subject to the foregoing, Simtek the Company shall file a Form S-3 registration statement covering the Preferred Registrable Securities and other securities so requested to be registered as soon as reasonably practicable after receipt of the request requests of Cypressthe Holders. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counsel. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made Registrations effected pursuant to this Section 2.92.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2(a), and Simtek shall include such information in the written notice referred to in Section 2.9(a)2.2(b) or Section 2.3, respectively.

Form S-3 Registration. Any Holder (aan “Initiating Form S-3 Holder”) In case Simtek shall receive from Cypress may request at any time that the Company file a written request or requests that Simtek use its commercially reasonable efforts to effect a registration Registration Statement under the Securities Act on Form S-3 and any related qualification (or compliance with respect to similar or successor form) covering the sale or other distribution of all or a part any portion of the Registrable Securities owned held by Cypresssuch Initiating Form S-3 Holder pursuant to Rule 415 under the Securities Act (“Form S-3 Demand”) if (i) the reasonably anticipated aggregate gross proceeds would equal or exceed $5,000,000, Simtek will as soon as practicable(ii) the Company is a registrant qualified to use Form S-3 (or any similar or successor form) to register such Registrable Securities and (iii) the plan of distribution of the Registrable Securities is other than pursuant to an underwritten public offering. If such conditions are met, the Company shall use its commercially reasonable best efforts to effect register under the Securities Act on Form S-3 (or any similar or successor form) at the earliest practicable date, for sale in accordance with the method of disposition specified in the Form S-3 Demand, the number of Registrable Securities specified in such registration Form S-3 Demand. In connection with a Form S-3 Demand, the Company agrees to include in the prospectus included in any Registration Statement on Form S-3, such material describing the Company and all such qualifications and compliances as may be so requested and as would permit or intended to facilitate the sale and distribution of all or such portion of Cypress's Registrable Securities securities being so registered as are specified in such request; provided, however, that Simtek shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.9: (1) if is reasonably requested for inclusion therein by the Initiating Form S-3 is Holders, whether or not then available for such offering by Cypress (or Simtek is not eligible the rules applicable to use such preparation of Form S-3 for require the inclusion of such offering); (2) information. Notwithstanding the foregoing, if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek Company shall furnish to Cypress the Initiating Form S-3 Holders a certificate signed by the Chief Executive Officer and Chief Financial Officer of Simtek the Company stating that in the good faith judgment opinion of the Board of Directors of Simtekthe Company, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such timea Valid Business Reason exists, in which event Simtek the Company shall have the right to delay or defer the taking action with respect to such filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of Cypress under this Section 2.9Form S-3 Demand; provided, however, that Simtek such right to delay or defer a Form S-3 Demand shall be exercised by the Company not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding period, the date Company shall only have the right to delay a Form S-3 Demand so long as such Valid Business Reason exists, and during such time the Company may not file a Registration Statement for securities to be issued and sold for its own account or for that of such requestany other Holders. Form S-3 Demands will not be deemed to be Demand Requests as described in Section 1.2 hereof and Holders shall have the right to request an unlimited number of Form S-3 Demands. Notwithstanding the foregoing, already effected two registrations the Company shall not be obligated to file more than one (1) Registration Statement on Form S-3 for Cypress pursuant to this Section 2.9; or (5) 1.4 in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or given six (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counselmonth period. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9, and Simtek shall include such information in the written notice referred to in Section 2.9(a).

Form S-3 Registration. (a) In case Simtek On or before the ninetieth (90th) day following the Closing, the Company shall receive from Cypress file a written request or requests that Simtek use its commercially reasonable efforts to effect a resale registration statement on Form S-3 covering all the Registrable Securities of the Holders and any related qualification or compliance with respect to all or a part providing for the offer and sale by the Holders of the Registrable Securities owned in any manner permitted by CypressForm S-3 and applicable Law (a “Shelf Registration Statement”), Simtek which Shelf Registration Statement shall permit offerings of Registrable Securities on a delayed or continuous basis in accordance with Rule 415 of the Securities Act. Additionally, the Company will as soon as practicable, use its commercially reasonable best efforts to effect effect, on or before the date that is six (6) months following the date of the Closing, such registration of Registrable Securities on the Shelf Registration Statement and all such qualifications and compliances as may be so requested and (including the acceleration of effectiveness of such Shelf Registration Statement) as would permit or facilitate the sale and distribution of the Registrable Securities included in such Shelf Registration Statement. For the avoidance of doubt, if the Company has exercised its Cash Consideration Election, the provisions of this Section 3.2(a) shall be satisfied if all (but not less than all) of the Holders’ Registrable Securities are covered in the related Shelf Registration Statement, and such Shelf Registration Statement remains effective for such period as required under Section 3.7(a). (b) Following the effectiveness of the Shelf Registration Statement, a majority in interest of the Holders (each, a “Take-Down Initiating Holder”) may at any time and from time to time initiate an offering or sale of all or such portion part of Cypress's the Registrable Securities (a “Shelf Take-Down”), subject to the limitations set forth in this Agreement, by delivering notice of such initiation to the Company as are specified set forth herein. If the Take-Down Initiating Holders so elect in a written request delivered to the Company (an “Underwritten Shelf Take-Down Notice”), any Shelf Take-Down may be in the form of an underwritten public offering (an “Underwritten Shelf Take-Down”) and, in such request; providedevent, howeverthe Company shall file as soon as practicable and in any event not later than ten (10) Business Days after the date of such request and, that Simtek after such filing, use its reasonable best efforts to effect an amendment or supplement to its registration statement for such purpose. The Take-Down Initiating Holders shall indicate in such Underwritten Shelf Take-Down Notice whether they intend for such Underwritten Shelf Take-Down to involve a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”). In the event of any Underwritten Shelf Take-Down, the underwriter or underwriters shall be designated by Holders of a majority of the Registrable Securities held by all Holders participating in such underwriting, which underwriter or underwriters shall be reasonably acceptable to the Company. (c) Notwithstanding the foregoing, the Company shall not be obligated to to (i) effect any such registration, qualification or compliance, Underwritten Shelf Take-Down pursuant to this Section 2.9: 3.2(b): (1A) at any time during which the Holders beneficially own, in the aggregate, less than five percent (5%) of the Company’s then-outstanding capital stock; (B) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek Company shall furnish to Cypress the Holders a certificate signed by the Chief Executive Officer Chairman of Simtek the Board stating that in the good faith judgment of the Board of Directors of SimtekBoard, it would be materially seriously detrimental to Simtek the Company and its stockholders for such Form S-3 Registration Underwritten Shelf Take-Down to be effected at such time, in which event Simtek the Company shall have the right to defer the filing of the Form S-3 registration statement such Underwritten Shelf Take-Down for a period of not more than sixty (60) days after receipt of the request of Cypress the Take-Down Initiating Holder under this Section 2.93.2; provided, howeverthat such right to delay a request (together with any similar right set forth in Section 3.2(c)(ii), that Simtek Section 3.4 or Section 3.7(a)) shall be exercised by the Company not utilize this right more than once three (3) times in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding period; (C) if the date of such request, already aggregate gross proceeds from any particular Underwritten Shelf Take-Down are reasonably anticipated to be less than $35,000,000; (D) if the Company has effected two registrations on Form S-3 for Cypress (2) such Underwritten Shelf Take-Downs pursuant to this Section 2.9; or 3.2 in the preceding twelve (512) months; (E) in any particular jurisdiction in which Simtek the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case, where the Company would not otherwise be required to so qualify or execute a general consent, as applicable, but for such Underwritten Shelf Take-Down; or or (6ii) during effect any Shelf Take-Down other than an Underwritten Shelf Take-Down (each, a “Non-Underwritten Shelf-Take-Down”) pursuant to Section 3.2(b): (A) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such Non-Underwritten Shelf Take-Down to be effected at such time, in which event the Company shall have the right to defer such Non-Underwritten Shelf Take-Down for a period ending one hundred eighty of not more than sixty (18060) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection the Take-Down Initiating Holder under this Section 3.2; provided, that such right to delay a request (together with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which similar right may be assigned as provided set forth in Section 2.10 hereof3.2(c)(i), including Section 3.4 or Section 3.7(a)) shall be exercised by the Company not more than three (without limitation3) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it times in connection with the registrations pursuant to Section 2.9 hereof any twelve (which right may be assigned as provided in Section 2.10 hereof), including (without limitation12) all fees and disbursements of its counsel.month period; (bB) If Cypress intends to distribute if the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made Company has effected one (1) such Non-Underwritten Shelf Take-Down pursuant to this Section 2.93.2 in the preceding thirty (30) days; or (C) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, and Simtek qualification or compliance, in each case, where the Company would not otherwise be required to so qualify or execute a general consent, as applicable, but for such Non-Underwritten Shelf Take-Down. (d) If the Take-Down Initiating Holders desire to effect a Shelf Take-Down that does not constitute a Marketed Underwritten Shelf Take-Down (a “Non-Marketed Underwritten Shelf Take-Down”), the Take-Down Initiating Holders shall so indicate in a written request delivered to the Company no later than two (2) Business Days prior to the expected date of such Non-Marketed Underwritten Shelf Take-Down, which request shall include (i) the total number of Registrable Securities expected to be offered and sold in such information Non-Marketed Underwritten Shelf Take-Down, (ii) the expected plan of distribution of such Non-Marketed Underwritten Shelf Take-Down and (iii) the action or actions required (including the timing thereof) in connection with such Non-Marketed Underwritten Shelf Take-Down (including the written notice referred delivery of one or more stock certificates representing shares of Registrable Securities to be sold in Section 2.9(asuch Non-Marketed Underwritten Shelf Take-Down), and, subject to the limitations set forth in ‎Section 3.2(c) (as applicable), the Company shall file as soon as practicable and in any event not later than five (5) Business Days after the date of such request and use reasonable best efforts thereafter to effect an amendment or supplement to its registration statement for such purpose.

Form S-3 Registration. (a) In case Simtek Subject to the conditions of this Section 1.12, if the Company shall receive from Cypress the Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding a written request or requests that Simtek use its commercially reasonable efforts to the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by Cypresssuch Holder(s), Simtek will then the Company shall (i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders and (ii) use its best efforts to effect, as soon as practicable, use its commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypress's the Registrable Securities specified in such request, together with all or such portion of the Registrable Securities of any other Holder joining in such request as are specified in a written request given within fifteen (15) calendar days of the date the Company’s notice referred to in clause (a) of this sentence is given. (b) If the Holders requesting registration pursuant to this Section 1.12 intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their request made pursuant to this Section 1.12 and the Company shall include such requestinformation in the written notice referred to in clause (i) of Section 1.12(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Holders requesting registration. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.12, if the underwriter advises the Holders requesting registration in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Holders requesting registration shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Holders requesting registration, in proportion (as nearly as practicable) to the amount of Registrable Securities requested by each such Holder to be included in such underwriting; provided, however, that Simtek the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities (including those to be sold for the Company’s account) are first entirely excluded from the underwriting. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a Holder of Registrable Securities and which is a partnership, limited liability company or corporation, the partners (or retired partners), members (or retired members) and stockholders of such selling stockholder, or the estates and family members of any such partners (retired partners), members (or retired members) or stockholders and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder” and any pro rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder” as defined in this sentence. (c) Notwithstanding the foregoing, if the Company shall furnish to the Holder(s) requesting a registration pursuant to this Section 1.12, a certificate signed by the Company’s President stating that in the good faith judgment of the Company’s Board of Directors, such registration would be seriously detrimental to the Company and its stockholders and that it is, therefore, essential to defer taking action with respect to such registration, the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) calendar days after the date the request of the Holder(s) requesting a registration pursuant to this Section 1.12 is given; provided, however, that the Company shall not utilize this right or the right set forth in Section 1.2(c) more than once in any twelve (12) month period; and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period other than a registration relating solely to employee benefit or similar plans, or a registration relating to a Rule 145 transaction. (d) In addition, the Company shall not be obligated to effect effect, or to take any such registrationaction to effect, qualification or compliance, any registration pursuant to this Section 2.9: 1.12: (1i) if Form S-3 is not then available for such offering by Cypress the Holders; (or Simtek is not eligible to use such Form S-3 for such offering); (2ii) if Cypressthe Holders, together with the holders of any other securities of Simtek the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' underwriting discounts or and commissions) of less than $2 million; 1,000,000; (3iii) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the good faith judgment of the Board of Directors of Simtek, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of Cypress under this Section 2.9; provided, however, that Simtek shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations three (3) registration on Form S-3 for Cypress the Holders pursuant to this Section 2.91.12; (iv) during the period starting with the date thirty (30) calendar days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) calendar days after the effective date of, any registration statement pertaining to a public offering of securities for the Company’s account; or provided that the Company is actively employing its best efforts to cause such registration statement to be effective; or (5v) in any particular jurisdiction in which Simtek the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during compliance unless the period ending one hundred eighty (180) days after the effective date of a registration statement Company is already subject to Section 2.1 hereof. Subject to service in such jurisdiction and except as may be required by the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all Act. (e) All expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations a registration requested pursuant to this Section 2.9 hereof 1.12 (other than underwriting discounts and commissions which right may shall be assigned as provided in Section 2.10 hereofborne by the selling Holders on a pro rata basis), including (without limitation) all registration, filing, and qualification qualification, printer’s fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof)fees, including (without limitation) all fees and disbursements of its counsel. (b) If Cypress intends counsel for the Company and fees and disbursements of counsel for the Holders, shall be borne by the Company; provided, however, that the Company shall not be required to distribute the Registrable Securities covered by its request by means pay for any expenses of an underwriting, it shall so advise Simtek as part of its request made any registration proceeding begun pursuant to this Section 2.91.12 if the registration request is subsequently withdrawn at the request of the Holders of at least a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses on a pro rata basis), and Simtek shall include unless the Holders of at least a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to this Section 1.12; provided further, that if at the time of such information withdrawal, the Holders have learned of a material adverse change in the written notice referred condition, business, or prospects of the Company from that known to in the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to this Section 2.9(a)1.12. Registrations effected pursuant to this Section 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively. Registrations withdrawn (unless the Holders of at least a majority of the Registrable Securities request the withdrawal of such registration, elect not to pay the expenses therefor and agree to forfeit their rights to one registration pursuant to this Section 1.12) shall not be counted as demands for registration or registrations effected pursuant to this Section 1.12.

Form S-3 Registration. (a) In case Simtek shall receive from Cypress Request for S-3 Registration. If one or more Holders who in the aggregate hold at least a majority of the Registrable Securities (together, the "Requestor") submits a written request (an "S-3 Notice") or requests that Simtek use its commercially reasonable efforts to the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by Cypresssuch Holder or Holders, Simtek will then (if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $1,000,000) the Company shall: (i) within five days after receipt of such S-3 Notice, give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its commercially reasonable diligent efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypress's such Registrable Securities as are specified in such request; provided, howevertogether with all or such portion of the Registrable Securities of any Holders joining in such request as are specified in written requests received by the Company within 20 days after the date the Company mails the written notice referred to in clause (i) above. Notwithstanding the foregoing, if the Company shall furnish to the Requestor a certificate signed by the President of the Company stating that Simtek in the good faith judgment of the Board of the Company, it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed on or before the date filing would be required in connection with any Demand Registration and it is therefore advisable to defer the filing of such registration statement, the Company shall have the right to defer such filing or delay its effectiveness for a reasonable period not to exceed 90 days provided that such right shall not be exercised more than once with respect to a request for registration hereunder during any period of twelve consecutive months. The Company will pay all Registration Expenses in connection with such withdrawn request for registration. Notwithstanding any other provision of this Section 2.04, if the managing underwriter of any underwritten offering effected pursuant to this Section 2.04 determines that market factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration. The Company shall so advise all Holders distributing Registrable Securities through such underwriting, and there shall be excluded from such registration and underwriting, to the extent necessary to satisfy such limitation, Registrable Securities allocated in proportion, as nearly as practicable, to the respective amounts of Registrable Securities required to be included (determined without regard to any requirement of a request to be included in such registration) in such registration, held by all Holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the number of shares allocated to any Holder may be rounded to the nearest 100 shares. Notwithstanding any other provision of this Section 2.04, the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.9: (1) 2.04 if Form S-3 is not then available for such offering by Cypress (the Holders or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypress, together with the holders within three months of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the good faith judgment of the Board of Directors of Simtek, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek shall have the right to defer the filing of the previous Form S-3 registration statement for a period of not more than sixty effectuated hereunder. (60b) days after receipt of the request of Cypress under this Section 2.9; provided, however, that Simtek shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of Cypressthe Holders. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counsel. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made Registrations effected pursuant to this Section 2.9, and Simtek 2.04 shall include such information in the written notice referred not be counted as demands for registration or registrations effected pursuant to in Section 2.9(a)Sections 2.02.

Form S-3 Registration. (a) In case Simtek shall receive from Cypress a written request or requests that Simtek Unless otherwise requested by SB, the Company will use its commercially reasonable best efforts to effect prepare and file (and on or before the Second Closing Date, effect) a registration statement on Form S-3 that contemplates a distribution of securities on a delayed or continuous basis pursuant to Rule 415 under the 1933 Act and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by Cypress, Simtek will as soon as practicable, use its commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypress's Registrable Securities as are specified in such requestSecurities; provided, however, that Simtek the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.9: (1) if Form S-3 is not then available for such offering by Cypress (SB other than by reason of the Company's action or Simtek is not eligible to use such Form S-3 for such offering)inaction; or (2) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek Company shall furnish to Cypress SB a certificate signed by the Chief Executive Officer President of Simtek the Company stating that in the good faith judgment of the Board of Directors of SimtekCompany, it would be materially seriously detrimental to Simtek the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek the Company shall have the right to defer the filing or effectiveness of the Form S-3 registration statement for a period of time deemed necessary by the Company, but in any event not more than sixty to exceed ninety (6090) days after receipt of days. (a) Use its best efforts to cause such registration statement to become effective on or before the Second Closing Date, and, upon the request of Cypress under this Section 2.9SB, keep such registration statement effective for up to two (2) years and update such registration statement during such two-year period; provided, however, if the Company shall furnish to SB a certificate signed by the President of the Company stating that Simtek in the good faith judgment of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to remain effective, the Company shall have the right to suspend the effectiveness of the registration statement for a period of time deemed necessary by the Company, but in any event not to exceed ninety (90) days. (b) Furnish to SB such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the 1933 Act, and such other documents as it may reasonably request in order to facilitate the disposition of Registrable Securities. (c) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by SB, provided that the Company shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in connection therewith or as a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would be required condition thereto to qualify to do business or to execute file a general consent to service of process in effecting any such registration, qualification states or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counseljurisdictions. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9, and Simtek shall include such information in the written notice referred to in Section 2.9(a).

Form S-3 Registration. (a) In case Simtek Tetra Tech shall receive from Cypress file a written request or requests Registration Statement on Form S-3 providing for the sale by the Holders, pursuant to Rule 415, and/or any similar rule that Simtek may be adopted by the SEC, of the Registrable Securities, and Tetra Tech shall use its all commercially reasonable efforts to effect cause such Registration Statement to become effective on or before December 10, 1997 and to keep such Registration Statement continuously effective for a registration period ending on Form S-3 and any related qualification the date on which all Holders are eligible to sell Registrable Securities under Rule 144(k) (or compliance with respect similar successor Rule). (b) No Holder shall have the right to all register securities under this Agreement unless such Holder provides and/or confirms in writing prior to or a part after the filing of the Registration Statement such information (including, without limitation, information as to the number of Registrable Securities owned by Cypressthat such Holder has sold pursuant to any such Registration Statement from time to time) as Tetra Tech requests in connection with such Registration Statement. (c) Notwithstanding the foregoing, Simtek will as soon as practicablefor a period not to exceed 90 days in any 12-month period, use its commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypress's Registrable Securities as are specified in such request; provided, however, that Simtek Tetra Tech shall not be obligated to effect any such registrationprepare and file, qualification or compliancebe prevented from delaying or abandoning, pursuant to this Section 2.9: (1) the Registration Statement required hereunder if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if CypressTetra Tech, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the its good faith judgment of the Board of Directors of Simtekjudgment, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek shall have the right to defer reasonably believes that the filing or maintenance of such Registration Statement would require the Form S-3 registration statement for a period disclosure of not more than sixty (60) days after receipt of the request of Cypress under this Section 2.9; providedmaterial non-public information regarding Tetra Tech and, howeveraccordingly, that Simtek shall not utilize this right more than once in any twelve month period the filing thereof, at the time requested, or the offering of Tetra Tech Common Stock pursuant thereto, would materially and provided further that Simtek shall not register any securities for the account of itself adversely affect (A) a pending or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale scheduled public offering or private placement of securities of participants in a Simtek stock planTetra Tech, a registration relating (B) an acquisition, merger, consolidation or similar transaction by or of Tetra Tech, (C) preexisting and continuing negotiations, discussions or pending proposals with respect to a corporate reorganization or transaction under Rule 145 any of the Securities Actforegoing transactions, a registration on or (D) the financial condition of Tetra Tech in view of the disclosure of any form that does not include substantially the same information as would pending or threatened litigation, claim, assessment or governmental investigation which might be required to be included thereby. In the event that Tetra Tech, in good faith, reasonably believes that such conditions are continuing after such 90-day period, it may, with the consent of the Holders of a registration statement covering the sale majority of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); Securities subject (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6be subject) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoingRegistration Statement, Simtek which consent shall file a registration statement covering not be unreasonably withheld, extend such 90-day period for an additional 30 days. Any further delay shall require the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt consent of the request Holders of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counselsuch shares. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9, and Simtek shall include such information in the written notice referred to in Section 2.9(a).

Form S-3 Registration. After the first public offering of its securities registered under the Securities Act, the Company shall use its best efforts to qualify and remain qualified to register Registrable Securities pursuant to a registration statement on Form S-3 (aor any successor form) In case Simtek under the Securities Act. A Holder of Registrable Securities anticipated to have an aggregate sale price (net underwriting discounts and commissions, if any) in excess of $500,000 shall receive from Cypress have the right to require the Company to file registration statements, including a shelf registration statement, and if the Company is a “well known seasoned issuer”, an automatic shelf registration statement, on Form S-3 or any successor form under the Securities Act covering all or any part of their and their affiliates’ Registrable Securities, by delivering a written request therefor to the Company. Such request shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such Holder or requests that Simtek Holders. The Company shall give notice to all other Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2.4 and such Holders of Registrable Securities shall then have thirty (30) days to notify the Company in writing of their desire to participate in the registration. The Company shall use its commercially reasonable best efforts to effect promptly the registration statement registering all shares on Form S-3 (or a comparable successor form) to the extent requested by such Holders. The Company shall use its best efforts to keep such registration statement effective until the earlier of 90 days or until such Holders have completed the distribution described in such registration statement. Notwithstanding the foregoing, to the extent that registration on Form S-3 and any related qualification or compliance with respect is not available to all or a part of Holder that has requested registration under this Section 2.4, the Registrable Securities owned by Cypress, Simtek will as soon as practicable, Company shall use its commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypress's Registrable Securities as are specified in such request; provided, however, that Simtek on Form S-1. The Company shall not be obligated required to effect any such registration, qualification or compliance, pursuant to this Section 2.9: (1) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); more than two (2) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the good faith judgment of the Board of Directors of Simtek, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of Cypress registrations under this Section 2.9; provided, however, that Simtek shall not utilize this right more than once 2.4 in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counselperiod. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9, and Simtek shall include such information in the written notice referred to in Section 2.9(a).

Form S-3 Registration. (a) In case Simtek shall receive from Cypress Each Holder (an “Initiating Form S-3 Holder”) may request at any time that the Company file a written request or requests that Simtek use its commercially reasonable efforts to effect a registration Registration Statement under the Securities Act on Form S-3 and any related qualification (or compliance with respect to similar or successor form) (a “Form S-3 Registration”) covering the sale or other distribution of all or a part any portion of the Registrable Securities owned held by Cypresssuch Initiating Form S-3 Holder pursuant to Rule 415 under the Securities Act (a “Form S-3 Demand”) if (i) the reasonably anticipated aggregate offering price, Simtek will as soon as practicablenet of underwriting discounts and commissions, if any, would equal or exceed $3,000,000 and (ii) the Company is a registrant qualified to use Form S-3 (or any similar or successor form) to register such Registrable Securities. If such conditions are met, then the Company shall file the requested Registration Statement within ninety (90) Business Days after receiving a Form S-3 Demand and shall use its commercially reasonable best efforts to effect cause the same to be declared effective by the SEC as promptly as practicable after such registration and all such qualifications and compliances as may filing. The Company shall be so requested and as would permit or facilitate required to maintain the sale and distribution effectiveness of all or such portion of Cypress's Registrable Securities as are specified in such request; provided, however, that Simtek shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.9: (1) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 Registration for such offering); (2) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell as long as there are Registrable Securities and such other securities (registered thereunder. Notwithstanding the foregoing, if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek Company shall furnish to Cypress the Initiating Form S-3 Holders a certificate signed by the Chief Executive Officer and Chief Financial Officer of Simtek the Company stating that in the good faith judgment opinion of the Board of Directors of Simtekthe Company, it would be materially seriously detrimental to Simtek the Company and its stockholders for such Form S-3 Registration Statement to be effected at such time, in which event Simtek shall have the right filed and that it is therefore essential to defer the filing of the Form Registration Statement (a “Valid Business Reason”), the Company shall have the right to delay or defer taking action with respect to filing an S-3 registration statement Registration Statement for a period of not more than sixty (60) days 90 Business Days after receipt of the request of Cypress under this Section 2.9Form S-3 Demand; provided, however, that Simtek such right to delay or defer a Form S-3 Demand shall be exercised by the Company not utilize this right more than once in any twelve 12 month period period, and provided further the Company shall only have the right to delay a Form S-3 Demand so long as such Valid Business Reason exists. (b) Holders shall have the right to request an unlimited number of Form S-3 Demands. (c) Upon receipt of any Form S-3 Demand, the Company shall promptly (but in any event within 10 Business Days) give written notice of such proposed Form S-3 Registration to all other Holders, who shall have the right, exercisable by written notice to the Company within 10 Business Days of their receipt of the Company’s notice, to elect to include in such Form S-3 Registration such portion of their Registrable Securities as they may request. (d) The Company, and any other holder of the Company’s securities who has registration rights, may include its securities in any Form S-3 Registration effected pursuant to Section 5(a); provided, however, that Simtek if the managing underwriter or underwriters of a proposed Underwritten Offering contemplated thereby advise the Holder or Holders in writing that the total amount or kind of securities which the Company or any such holder intends to include in such proposed public offering is sufficiently large to adversely affect the success of the proposed public offering requested by the Holder or Holders exercising their rights under this Section 5 (the “Form S-3 Demanding Holders”), then the amount or kind of securities to be offered for the account of the Company shall not register be reduced to the extent necessary to reduce the total amount or kind of securities to be included in such proposed public offering to the amount or kind recommended by such managing underwriter or underwriters; provided, further, that if such managing underwriter or underwriters advise the Holder or Holders in writing that the total amount or kind of securities which the Holders (other than the Form S-3 Demanding Holders) or the Registration Rights Holders intend to include in such proposed public offering is sufficiently large, even without any securities for the account of itself the Company, to adversely affect the success of the proposed public offering requested by the Form S-3 Demanding Holders, then the amount or any other stockholder during such sixty (60) day period kind of securities to be offered for the account of the Registration Rights Holders (other than a registration relating solely the Form S-3 Demanding Holders) shall be reduced pro rata, in accordance with the respective numbers of shares such Registration Rights Holders (other than the Form S-3 Demanding Holders) had requested to include in such proposed public offering; and provided, further, that if such managing underwriter or underwriters advise the sale Holder or Holders in writing that the total amount or kind of securities of participants which the Form S-3 Demanding Holders intend to include in a Simtek stock plansuch proposed public offering is sufficiently large, a registration relating even without any additional securities, to a corporate reorganization or transaction under Rule 145 adversely affect the success of the Securities Actproposed public offering requested by such Form S-3 Demanding Holders, a registration on any form that does not include substantially then the same information as would be required amount or kind of securities to be included in a registration statement covering offered for the sale account of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant Demanding Holders shall be reduced pro rata, in accordance with the respective numbers of shares such Form S-3 Demanding Holders had requested to this Section 2.9; or include in such proposed public offering. (5e) in any particular jurisdiction in which Simtek would be required Notwithstanding the foregoing, at the Company’s election, the Company may cease to qualify to do business or to execute a general consent to service of process in effecting keep such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the compliance effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counsel. (b) If Cypress intends to distribute the any Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made registered pursuant to this Section 2.95, and Simtek the registration rights of a Holder shall include expire, at such information time as the Holder may sell under Rule 144(k) under the Securities Act (or other exemption from registration acceptable to the Company) in the written notice referred to in Section 2.9(a)a three-month period all Registrable Securities then held by such Holder.

Form S-3 Registration. Any Holder (aan “Initiating Form S-3 Holder”) In case Simtek shall receive from Cypress may request, at any time, that the Company file a written request or requests that Simtek use its commercially reasonable efforts to effect a registration Registration Statement under the Securities Act on Form S-3 and any related qualification (or compliance with respect to similar or successor form) covering the sale or other distribution of all or a part any portion of the Registrable Securities owned held by Cypresssuch Initiating Form S-3 Holder pursuant to Rule 415 under the Securities Act (“Form S-3 Demand”) if (i) the reasonably anticipated aggregate gross proceeds would equal or exceed $5,000,000, Simtek will as soon as practicable(ii) the Company is a registrant qualified to use Form S-3 (or any similar or successor form) to register such Registrable Securities and (iii) the plan of distribution of the Registrable Securities is other than pursuant to an underwritten public offering. If such conditions are met, the Company shall use its commercially reasonable best efforts to effect register under the Securities Act on Form S-3 (or any similar or successor form) at the earliest practicable date, for sale in accordance with the method of disposition specified in the Form S-3 Demand, the number of Registrable Securities specified in such registration Form S-3 Demand. In connection with a Form S-3 Demand, the Company agrees to include in the prospectus included in any Registration Statement on Form S-3, such material describing the Company and all such qualifications and compliances as may be so requested and as would permit or intended to facilitate the sale and distribution of all or such portion of Cypress's Registrable Securities securities being so registered as are specified in such request; provided, however, that Simtek shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.9: (1) if is reasonably requested for inclusion therein by the Initiating Form S-3 is Holders, whether or not then available for such offering by Cypress (or Simtek is not eligible the rules applicable to use such preparation of Form S-3 for require the inclusion of such offering); (2) information. Notwithstanding the foregoing, if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek Company shall furnish to Cypress the Initiating Form S-3 Holders a certificate signed by the Chief Executive Officer and Chief Financial Officer of Simtek the Company stating that in the good faith judgment opinion of the Board of Directors of Simtekthe Company, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such timea Valid Business Reason exists, in which event Simtek the Company shall have the right to delay or defer the taking action with respect to such filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of Cypress under this Section 2.9Form S-3 Demand; provided, however, that Simtek such right to delay or defer a Form S-3 Demand shall be exercised by the Company not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding period, the date Company shall only have the right to delay a Form S-3 Demand so long as such Valid Business Reason exists, and during such time the Company may not file a Registration Statement for securities to be issued and sold for its own account or for that of such requestany other Holders. Form S-3 Demands will not be deemed to be Demand Requests as described in Section 1.2 hereof and Holders shall have the right to request an unlimited number of Form S-3 Demands. Notwithstanding the foregoing, already effected two registrations the Company shall not be obligated to file more than one (1) Registration Statement on Form S-3 for Cypress pursuant to this Section 2.9; or (5) 1.4 in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or given six (6) during the period ending one hundred eighty month period. Investor’s Rights Agreement (180ITEK) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counsel. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9, and Simtek shall include such information in the written notice referred to in Section 2.9(a).v4

Form S-3 Registration. (a) In case Simtek After the Company has qualified for the use of --------------------- Form S-3 or any successor form, in addition to the rights contained in Section 7.2(a), any Holder shall receive from Cypress a written have the right to request or requests that Simtek use its commercially reasonable efforts to effect a registration registrations of Registrable Securities on Form S-3 and any related qualification or compliance with respect to all or a part S-3, so long as the anticipated gross offering price of the Registrable Securities owned by Cypress, Simtek will as soon as practicable, use its commercially reasonable efforts requested to effect be registered exceeds $1 million (such registration requests shall be in writing and all such qualifications and compliances as may be so requested and as would permit or facilitate shall state the sale and distribution number of all or such portion shares of Cypress's Registrable Securities as are specified in to be disposed of and the intended methods of disposition of such requestshares); provided, however, that Simtek the Company shall not be obligated to file more -------- ------- than one Form S-3 in any twelve-month period. Any such registration shall not be --- counted as a registration pursuant to Section 7.2(a). Notwithstanding the foregoing, the Company shall not be required to effect any such registration, qualification or complianceregistration under this Section 7.2(b) if the party requesting registration may, pursuant to this Section 2.9: (1) if Form S-3 is not then available for such offering by Cypress (Rule 144 under the Securities Act or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypress, together with otherwise publicly sell the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities without registration under the Securities Act and such other securities (if any) at an aggregate price without any limitation with respect to offerees, manner of offering or the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the good faith judgment size of the Board of Directors of Simtek, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be transaction. Any registration effected at such time, in which event Simtek shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of Cypress under this Section 2.9; provided, however, that Simtek 7.2(b) shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than be referred to as a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on "Form S-3 for Cypress pursuant Registration." The rights to registration under this Section 2.9; or 7.2(b) are limited as follows: (5A) in any particular jurisdiction in which Simtek would no such request for registration may be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) made within 180 days after the effective date of a registration statement subject under the Securities Act covering any of the Company's equity securities; (B) the Company may, if the Board of Directors determines in the exercise of its reasonable judgement that effecting such Form S-3 Registration at such time would have a material adverse effect on the Company, defer such Form S-3 Registration for a single period not to Section 2.1 hereofexceed 90 days; and (C) if the Company elects to defer any Form S-3 Registration pursuant to (B) above, no Form S-3 Registration shall be deemed to have occurred for purposes of this Agreement. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable Within 10 days after receipt of the request for a Form S-3 Registration, the Company will send a Notice of Cypress. Simtek shall bear such registration request and pay its intention to comply therewith to each of the other Holders and, subject to Section 7.2(d) below, the Company will include in such registration all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities of such Holders with respect to which the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable theretoCompany has received written requests for inclusion therein within 20 business days after the effectiveness of the Notice. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counsel. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request All requests made pursuant to this Section 2.9, 7.2(b) will specify the aggregate number of Registrable Securities requested to be registered and Simtek shall include such information in will also specify the written notice referred to in Section 2.9(a)intended methods of disposition thereof.

Form S-3 Registration. (a) In case Simtek shall receive from Cypress a written request If any Holder or requests that Simtek use its commercially reasonable efforts to effect a registration on Form S-3 and any related qualification Holders holding twenty-five percent (25%) or compliance with respect to all or a part more of the Registrable Securities owned by Cypressrequest that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of Registrable Securities, Simtek will as soon as practicablethe reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,000.00, and the Company is a registrant entitled to use Form S-3 (or such successor form) to register the Registrable Securities for such an offering, the Company shall use its commercially reasonable best efforts to effect cause such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypress's Registrable Securities as are specified to be registered on such form for the offering and to cause such Registrable Securities to be qualified in such jurisdictions as the Holder or Holders may reasonably request; provided, however, that Simtek the Company shall not be required to effect more than one such registration in any twelve (12) month period, and shall not be required to effect more than two such registrations in the aggregate. After the Company's first public offering of its securities, the Company will use its best efforts to qualify for Form S-3 registration or a similar short-form registration. The provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.6. (b) Notwithstanding the foregoing, the Company shall not be obligated to effect take any such registration, qualification or compliance, action pursuant to this Section 2.91.6: (1) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the good faith judgment of the Board of Directors of Simtek, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of Cypress under this Section 2.9; provided, however, that Simtek shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (5i) in any particular jurisdiction in which Simtek the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliancecompliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or (6ii) during the period ending one hundred eighty starting with the date ninety (18090) days after prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement subject to Section 2.1 hereof. Subject become effective; or (iii) if the Company shall furnish to such Holder a certificate signed by the President of the Company stating that in the good faith and reasonable judgment of the Board of Directors it would be detrimental to the foregoingCompany or its stockholders for registration statements to be filed in the near future, Simtek shall then the Company's obligation to use its best efforts to file a registration statement covering shall be deferred for a period not to exceed ninety (90) days from the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counsel. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9, and Simtek shall include such information in the written notice referred to in Section 2.9(a).the

Form S-3 Registration. (a) In case Simtek Within 30 days after the date of this Agreement, Borrower shall receive from Cypress prepare and file with the SEC a written request or requests that Simtek use its commercially reasonable efforts to effect a registration Registration Statement on Form S-3 (or another similarly appropriate form) covering the resale of all Registrable Securities and any related qualification Borrower shall use its best efforts to have such Registration Statement declared effective by the SEC no later than April 1, 2001 (the "Latest Acceptable Effective Date"). If the first Registration Statement filed under this Section 22.3.2 is not declared effective on or compliance before the Latest Acceptable Effective Date, in addition to the other obligations provided hereunder and subject to the conditions hereof, Borrower promptly shall prepare and file with respect to all the SEC a new Registration Statement on Form S-3 (or a part another similarly appropriate form) covering only the resale of the Registrable Securities owned by Cypress(and no other securities whatsoever), Simtek will as soon as practicable, and Borrower shall use its commercially reasonable best efforts to effect have such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypress's Registrable Securities as are specified in such request; provided, however, that Simtek shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.9: (1) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed Registration Statement declared effective by the Chief Executive Officer of Simtek stating that in the good faith judgment of the Board of Directors of Simtek, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than SEC within sixty (60) days after receipt such filing and in no event later than July 15, 2001. If for any reason whatsoever, Borrower is ineligible to use the Form S-3 in connection with the registration of the request of Cypress securities underlying the Warrant, Borrower shall be obligated to use such other form as may be appropriate to perform its obligations under this Section 2.9; provided, however, that Simtek shall 22. If Borrower has not utilize filed such Registration Statement under this right more than once in any twelve month period and provided further that Simtek shall not register any securities for Section 22.2 with the account of itself or any other stockholder during such sixty SEC within thirty (6030) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding days from the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; hereof or (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute if a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement Registration Statement covering the Registrable Securities and other securities so requested has not been declared effective on or before the Latest Acceptable Effective Date, Borrower shall be required to be registered as soon as practicable after receipt pay to Lender interest on the shares of Common Stock issued upon exercise of the request Warrant at a monthly rate equal to 1.5% of CypressAdvances made under this Agreement, accruing on a daily basis. Simtek The parties acknowledge and agree that the actual damages sustained by Lender as a result of Borrower's breach of its obligations under this Section 22.3.2 would be difficult to determine. The parties further agree that the above-referenced monthly interest charges are a reasonable estimate of the extent to which Lender would be damaged by such a breach by Borrower. Lender shall bear be entitled to all such interest charges and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect amounts as liquidated damages. In addition to the registrations pursuant above-described remedy, Lender shall be entitled to Section 2.9 hereof (which right all such other legal and equitable remedies as may be assigned available to Lender as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements a result of Borrower's breach of its counsel. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to obligations under this Section 2.9, and Simtek shall include such information in the written notice referred to in Section 2.9(a)22.3.2.

Form S-3 Registration. (a) In case Simtek the Company shall receive from Cypress Holders of Registrable Securities (for purposes of this Section 1.4, the “Initiating Holders”) a written request or requests that Simtek use its commercially reasonable efforts to the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by Cypresssuch Holder or Holders, Simtek will the Company shall: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) use all commercially reasonable efforts to effect, as soon as practicable, use its commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypress's such Holders’ Registrable Securities as are specified in such request; , together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that Simtek the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.9: section 1.4: (1i) if Form S-3 is not then available for such offering by Cypress the Holders; (or Simtek is not eligible to use such Form S-3 for such offering); (2ii) if Cypressthe Holders, together with the holders of any other securities of Simtek the Company entitled to inclusion in such registration, propose to sell less than 100,000 Registrable Securities and (as adjusted for stock splits, stock dividends, combinations or the like); (iii) if the Company has, within the twelve (12) month period preceding the date of such other securities request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.4; (if anyiv) at an aggregate price in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; (v) during the period starting with the date sixty (60) days prior to the public Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (net 180) days following the effective date of, any registration statement pertaining to securities of any underwriters' discounts or commissions) of less than $2 millionthe Company, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (3vi) if Simtek the Company shall furnish to Cypress the Initiating Holders a certificate signed by the Company’s Chief Executive Officer or Chairman of Simtek the Board stating that in the good faith judgment of the Board of Directors of Simtekthe Company, it would be materially seriously detrimental to Simtek the Company and its stockholders for such Form S-3 Registration registration statement to be effected at such time, in which event Simtek the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of Cypress under this Section 2.9; providedthe Initiating Holders, however, provided that Simtek such right shall be exercised by the Company not utilize this right more than once in any twelve (12) month period and provided further that Simtek the Company shall not register any securities for the account of itself or any other stockholder during such sixty ninety (6090) day period (other than a registration relating solely to the sale of securities of participants in a Simtek Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); . (4c) if Simtek hasIf the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, within they shall so advise the twelve (12) month period preceding the date Company as a part of such request, already effected two registrations on Form S-3 for Cypress their request made pursuant to this Section 2.9; or 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service with the substitution of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject Section 1.4 for references to Section 2.1 hereof. 1.2). (d) Subject to the foregoing, Simtek the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of Cypressthe Initiating Holders. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counsel. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made Registrations effected pursuant to this Section 2.9, and Simtek 1.4 shall include such information in the written notice referred not be counted as requests for registration effected pursuant to in Section 2.9(a)Sections 1.2.

Form S-3 Registration. (a) In case Simtek shall receive from Cypress If the Company receives a written request or requests that Simtek use its commercially reasonable efforts to effect from the Holders holding a registration on Form S-3 and any related qualification or compliance with respect to all or a part majority of the Registrable Securities owned that the Company file a registration statement on Form S-3 under the Securities Act, or such other form of registration statement then available for use by Cypressthe Company, Simtek will covering the registration of Registrable Securities having an aggregate offering price to the public in excess of $5,000,000, then the Company will, within twenty (20) days of the receipt thereof, give written notice of such request to all other Holders. The Company shall include in such registration all Registrable Securities held by all the Holders who wish to participate in such registration and provide the Company with written requests for inclusion therein within fifteen (15) days after the receipt of the Company's notice. Thereupon, subject to the provisions of Section 7.9, the Company shall effect the registration of all Registrable Securities as to which it has received requests for registration, as soon as practicable, the registration on Form S-3 under the Securities Act, or such other form of registration statement then available for use by the Company. If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they will so advise the Company as a part of their request made pursuant to this Section 7.5 and the Company will include such information in the written notice referred to in this Section 7.5. In such event, the right of any Holder to include its commercially reasonable efforts to effect Registrable Securities in such registration will be conditioned upon such Holder's participation in such underwriting and all the inclusion of such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of CypressHolder's Registrable Securities as are specified in the underwriting (unless otherwise mutually agreed by the Holders of a majority of the Registrable Securities and such request; provided, however, that Simtek Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting will enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters will be reasonably acceptable to the holders of a majority of the Registrable Securities). The Company will not be required to effect more than one (1) registration pursuant to this Section 7.5 per any twelve (12) month period nor more than three (3) registrations pursuant to this Section 7.5 in total. The Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 2.9: (1) 7.5 if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price Company furnishes to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress Holders a certificate signed by the Chief Executive Officer President of Simtek the Company stating that that, in the good faith judgment of the Board of Directors of SimtekDirectors, it would not be materially detrimental to Simtek in the best interests of the Company and its stockholders for such Form S-3 Registration registration to be effected at such time, in which event Simtek the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of such certificate was mailed to the request of Cypress under this Section 2.9Holders; provided, however, that Simtek the Company shall not utilize this right more than once in any twelve twelve-month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counselperiod. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9, and Simtek shall include such information in the written notice referred to in Section 2.9(a).

Form S-3 Registration. (a) In The Parent shall prepare and file with the SEC a registration statement covering the resale of all of the Registrable Securities then held by the Shareholders for an offering to be made on a continuous basis pursuant to Rule 415. The registration statement required hereunder shall be on Form S-3 (except if the Parent is not then eligible to register for resale the Registrable Securities on Form S-3, in which case Simtek the registration shall receive from Cypress be on another appropriate form in accordance herewith) (the “Shareholders’ Registration Statement”). Subject to the terms of this Merger Agreement, the Parent shall use its reasonable best efforts to cause the Shareholders’ Registration Statement to be declared effective under the Act prior to or upon the earlier of one hundred twenty (120) days following the effectiveness of a written request Parent Registration Statement or, if no such Parent Registration Statement is filed within thirty (30) days of the Effective Time of the Merger or requests that Simtek if a Parent Registration Statement is so filed but subsequently withdrawn, one hundred twenty (120) days of the Effective Time of the Merger, and Parent shall use its commercially reasonable efforts to effect a registration on Form S-3 keep the Shareholders’ Registration Statement continuously effective, supplemented and any related qualification or compliance with respect to amended under the Act until such date when all or a part of the Registrable Securities owned covered by Cypress, Simtek will as soon as practicable, use its commercially reasonable efforts to effect such registration and all such qualifications and compliances as the Shareholders’ Registration Statement have been sold or may be so requested sold without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Parent pursuant to a written opinion letter to such effect, addressed and as would permit or facilitate acceptable to the sale and distribution of all or such portion of Cypress's Registrable Securities as are specified in such request; providedParent’s transfer agent. (b) Notwithstanding the foregoing, however, that Simtek the Parent shall not be obligated to effect any such registration, qualification or compliance, registration pursuant to this Section 2.9: (1) 8.02 if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek Parent shall furnish to Cypress the Shareholders a certificate signed by the Chief Executive Officer chief executive or chief financial officer of Simtek the Parent stating that that, in the good faith judgment of the Board of Directors of Simtekthe Parent, it would be materially seriously detrimental to Simtek the Parent and its stockholders for such Form S-3 Shareholders’ Registration Statement to be filed or effected at such time, in which event Simtek the Parent shall have the right to defer the filing of the Form S-3 registration statement Shareholders’ Registration Statement for a period of not more than sixty ninety (6090) days following the date upon which the Shareholders’ Registration Statement was initially intended to be effective under Section 8.02(b). The Parent shall use its commercially reasonable efforts to cause the Shareholders’ Registration Statement to be declared effective under the Act as promptly as possible thereafter. (c) Notwithstanding the foregoing, Parent may prohibit offers and sales of the Parent Common Stock pursuant to the Shareholders’ Registration Statement at any time if (i) (A) it is in possession of material non-public information, (B) the Board of Directors of Parent determines based on advice of counsel that such prohibition is necessary in order to avoid a requirement to disclose such material non-public information, and (C) the Board of Directors of Parent determines in good faith that disclosure of such material non-public information would not be in the best interests of Parent and its stockholders; or (ii) Parent has made a public announcement relating to an acquisition or business combination transaction including Parent and/or one or more of its subsidiaries (A) that is material to Parent and its subsidiaries taken as a whole, and (B) the Board of Directors of Parent determines in good faith that offers and sales of the Parent Common Stock pursuant to the Shareholders’ Registration Statement prior to the consummation of such transaction (or such earlier date as the Board of Directors shall determine) is not in the best interests of Parent and its stockholders (the period during which any such prohibition of offers and sales of Parent Common Stock pursuant to the Shareholders’ Registration Statement is in effect pursuant to clause (i) or (ii) of this Section 8.02(c) is referred to herein as a “Suspension Period”). A Suspension Period shall commence on and include the date on which Parent provides written notice to holders of Parent Common Stock covered by the Shareholders’ Registration Statement that offers and sales of Parent Common Stock cannot be made thereunder in accordance with this Section 8.02(c) and shall end three (3) business days after the earlier to occur of (x) in the case of a Suspension Period resulting from clause (i) of this Section 8.02(c), the date on which such material information is disclosed to the public or ceases to be material or Parent is able to so comply with its disclosure obligations and SEC requirements, (y) the date Parent delivers notice to the holders of Parent Common Stock covered by the Shareholders’ Registration Statement terminating the Suspension Period, or (z) ninety (90) days after written notice is provided by Parent to the holders of Parent Common Stock covered under the Shareholders’ Registration Statement of such Suspension Period. Each notice shall state to the extent, if any, as is practicable, an estimate of the expected duration of the Suspension Period. (d) Each holder of Parent Common Stock covered under the Shareholders’ Registration Statement agrees that, upon receipt of the request any notice from Parent of Cypress under this Section 2.9; provideda Suspension Period, however, that Simtek such holder shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account forthwith discontinue disposition of itself or any other stockholder during such sixty shares until such holder’s receipt of (60A) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 copies of the Securities Actsupplemented or amended prospectus contemplated by Section 8.03(b), a registration on any form or until counsel for Parent shall have determined that does such disclosure is not include substantially required due to subsequent events, (B) notice in writing from Parent that the same information as would be required to be included in a registration statement covering the sale use of the Registrable Securitiesprospectus may be resumed, (C) copies of any additional or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities supplemental filings with respect to the registrations pursuant to Section 2.9 hereof prospectus, or (which right may be assigned as provided in Section 2.10 hereof), including (without limitationD) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with until the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements expiration of its counselthe Suspension Period. (be) If Cypress intends No Shareholder having the right to distribute the Registrable Securities covered by its request by means receive more than 100,000 shares of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9, and Simtek shall include such information Parent Common Stock in the written notice referred Merger shall be allowed to sell under the Shareholders’ Registration Statement or under Rule 144 under the Act (other than Rule 144(k)) in Section 2.9(a)any 30 calendar day period more than three times the average daily trading volume on the Nasdaq Stock Market for the 30 trading days ending three days prior to the Shareholder’s sale of the shares of Parent Common Stock.

Form S-3 Registration. (a) In case Simtek If at any time following the 548th day following the Effective Date, the Company shall receive from Cypress the Holders holding not less than a majority of the Registrable Securities then outstanding a written request or requests that Simtek use its commercially reasonable efforts to the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by Cypresssuch Holders, Simtek will the Company will: (a) within ten (10) calendar days after receipt of such notice, give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and (b) as soon as reasonably practicable, use its commercially reasonable efforts to effect such registration (a "S-3 Registration") and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypress's such Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) calendar days after receipt of such written notice from the Company; provided, however, that Simtek the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 2.9: 5.2, (1i) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 the Company for such offering); , (2ii) if Cypressthe aggregate proceeds from the sale of Registrable Securities proposed to be sold pursuant to a Form S-3 registration statement will not exceed $10,000,000, together with (iii) if, the holders Company has effected two S-3 Registrations pursuant to this Section 5.2, and such registrations have been declared or ordered effective (which, for the avoidance of any other securities doubt, shall mean that the registrations shall have been effective for an aggregate of Simtek entitled to inclusion in such registrationninety (90) calendar days, or until all Registrable Securities covered thereby have been sold, if earlier), or (iv) if the Holders propose to sell dispose of Registrable Securities and such other securities that could be disposed of in a single ordinary brokerage transaction under the quantity limitation of Rule 144. (c) Notwithstanding the foregoing, if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek Company shall furnish to Cypress the Holders requesting a registration statement pursuant to this Section 5.2, a certificate signed by the President or Chief Executive Officer of Simtek the Company stating that in the Board's good faith judgment of the Board of Directors of Simtek, it would be materially seriously detrimental to Simtek the Company and its stockholders for such Form S-3 Registration a registration statement to be effected at such timefiled in the near future, in which event Simtek the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of Cypress under the Holders specified in this Section 2.95.2; provided, however, that Simtek shall the Company may not utilize this right more than once twice in any twelve twelve-month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already period. Registrations effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (5) 5.2 shall be counted as demands for registration effected pursuant to Section 5.1, and in any particular jurisdiction in which Simtek would no event shall the Company be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or effect more than two (62) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counselS-3 Registrations. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9, and Simtek shall include such information in the written notice referred to in Section 2.9(a).

Form S-3 Registration. Notwithstanding anything to the contrary in this Article IV, as soon as practicable after the date hereof but in any event no later than sixty-five (a65) In case Simtek days following the date hereof (such date, the “Target Filing Date”), the Company shall receive register under the Securities Act on Form S-3 (an “S-3 Registration”) the sale of all or, if requested by a holder of Registrable Securities that would otherwise be included therein, a portion of the Registrable Securities (which S-3 Registration shall be a shelf registration pursuant to Rule 415 promulgated under the Securities Act). For the avoidance of doubt, the notice referred to in the previous sentence may be given by any holder of Registrable Securities and need not be given by more than one such holder, and upon such notice, the Company shall include in such S-3 Registration any Registrable Securities requested by a holder of Registrable Securities. A holder of Registrable Securities who originally requested that a Form S-3 Shelf Registration Statement not include certain Registrable Securities may from Cypress a written time to time request the Company to register any or requests that Simtek all of such Registrable Securities not included in such Form S-3 Shelf Registration and upon such request the Company shall use its commercially reasonable efforts to effect a registration on register such additional shares in an amended or new Form S-3 and any related qualification or compliance with respect Shelf Registration Statement. Subject to all or a part the terms of this Agreement, the Registrable Securities owned by Cypress, Simtek will as soon as practicable, Company shall use its commercially reasonable efforts to effect file a registration statement relating to the S-3 Registration (taking into account, among other things, accounting and regulatory matters) and use commercially reasonable efforts to cause such registration and all statement to become effective, as promptly as practicable but in no event later than sixty days after the Target Filing Date, provided that such qualifications and compliances as may sixty-day period shall be so requested and as would permit or facilitate subject to extension for a reasonable period following the sale and distribution receipt by the Company of all or such portion comments from the staff of Cypress's Registrable Securities as are specified in such request; providedthe SEC, however, that Simtek shall not be obligated taking into account a reasonable period for the Company to effect respond to any such registrationcomments. Notwithstanding anything to the contrary in this Article IV, qualification or compliance, pursuant to this Section 2.9: (1) if Form S-3 is not then available for such offering by Cypress (or Simtek the Company is not eligible to use such Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities, then the Company’s obligations under this Section 4.12 shall be suspended until such time as the Company is so eligible, upon which time the Company shall promptly file such registration statement, subject to the provisions of this Section 4.12. Subject to the terms of this Agreement, if the registration statement for such offering); an S-3 Registration ceases to be effective at any time after its effectiveness, the Company shall use commercially reasonable efforts to file a new S-3 Registration as soon as it is eligible to use Form S-3 (2or similar short form registration then available) if Cypress, together under the Securities Act in connection with the holders a secondary public offering of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other its equity securities (if any) at an aggregate price taking into account, among other things, accounting and regulatory matters), and to use commercially reasonable efforts to cause such Registration Statement to become effective, taking into account reasonable periods to respond to any comments received from the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the good faith judgment staff of the Board SEC. If at the time of Directors filing any S-3 Registration pursuant to this Section 4.12(a) the Company is a Well-Known Seasoned Issuer (as defined in Rule 405 of Simtekthe Securities Act), it would be materially detrimental to Simtek and its stockholders for the Company shall cause such Form S-3 Registration to be effected at made pursuant to an Automatic Shelf Registration Statement and, if requested by a holder of Registrable Securities, may omit the name of such time, in which event Simtek shall have holder and the right to defer the filing amount of the Form S-3 Registrable Securities to be offered thereunder by such holder. Any registration statement for a period of not more than sixty (60) days after receipt of the request of Cypress Statement filed under this Section 2.9; provided, however, that Simtek 4.12(a) shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than be referred to as a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on “Form S-3 for Cypress pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counselShelf Registration Statement. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9, and Simtek shall include such information in the written notice referred to in Section 2.9(a).”

Form S-3 Registration. (a) In case Simtek shall receive from Cypress a written request or requests that Simtek use its commercially reasonable efforts Once the Company is eligible to effect a registration of its securities on Form S-3 or any successor form under the Securities Act, if the Company receives the written request from the Requisite Threshold to register not less than eighty percent (80%) of the Registrable Securities, the Company shall: (i) promptly give written notice of the proposed registration, and any related qualification or compliance with respect compliance, to all other Holders; (ii) as soon as practicable and subject to the limitations set forth in Section 2.2(c) and Section 3, effect a shelf registration statement on form S-3 or any successor form under the Securities Act for an offering to be made on a part continuous basis pursuant to Rule 415 under the Securities Act to effect the registration of the Registrable Securities owned covered by Cypress, Simtek will as soon as practicable, use its commercially reasonable efforts such request and to effect qualify the securities subject to such registration and all under the securities laws of such qualifications and compliances states as may be so requested and the Requisite Threshold shall reasonably request as would permit or facilitate the sale and distribution of all or such portion of Cypress's such Holders' Registrable Securities as are specified in such request; provided, however, that Simtek together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company and cause such registration to remain effective for a period of not less than two (2) years following its effective date or such shorter period as shall terminate when all Registrable Securities covered by such registration statement have been sold. The offering of Registrable Securities under this Section 2.2 shall be pursuant to a firm commitment underwritten offering. (b) Limitations with respect to Form S-3 Registration. The Company shall not be obligated to effect any such registrationForm S-3 Registration, qualification or compliance, pursuant to this Section 2.92.2: (1i) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering)the Holders; (2ii) if Cypressthe Company shall furnish, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish Holders requesting a registration statement pursuant to Cypress this Section 2.2, a certificate signed by the Chief Executive Officer of Simtek the Company stating that that, in the good faith judgment of the Board of Directors Managers of Simtekthe Company, it a postponement would be materially detrimental to Simtek in the best interests of the Company and its stockholders for such Form S-3 Registration partners due to be effected at such timea pending transaction, in which event Simtek investigation or other event, then the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than sixty one hundred eighty (60180) days after receipt of the request of Cypress the Requisite Threshold under this Section 2.9; provided, however, that Simtek shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.92.2; or (5iv) in any particular jurisdiction in which Simtek the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such Form S-3 registration, qualification or compliance; or . (6c) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of Cypressthe Requisite Threshold. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counsel. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made Registrations effected pursuant to this Section 2.9, 2.2 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.1. The Company shall not be required to effect more than one (1) registration requested pursuant to this Section 2.2. (d) A registration requested pursuant to Section 2.2 shall not be deemed to have been effected (i) unless it has become effective and Simtek shall include such information in remained effective for the written notice referred to period specified in Section 2.9(a)2.2(a) or until the Registrable Securities registered under such registration statement have been sold, or (ii) if, after it has become effective, such registration is terminated by a stop order, injunction or other order of the Commission or other governmental agency or court.

Form S-3 Registration. If at any time the Issuer is eligible to file a Registration Statement under the Securities Act on Form S-3 (a) In case Simtek or any successor short form registration statement), a Holder or Holders of the Senior Required Securities shall receive from Cypress a have the right to make written request or requests that Simtek use its commercially reasonable efforts to the Issuer effect a registration under the Securities Act on Form S-3 and any related qualification or compliance with respect to of all or a part of the Registrable Securities owned of the Holder making such request, which requests shall specify the intended method of disposition thereof by Cypresssuch Holder, Simtek will as soon as practicable, use its commercially reasonable efforts to effect including whether (i) the registration requested is for an underwritten offering and (ii) the Registration Statement covering such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate Registrable Securities shall provide for the sale and distribution by the Holder thereof of all or such portion of Cypress's the Registrable Securities as are specified in such requestfrom time to time on a delayed or a continuous basis under Rule 415 under the Securities Act; provided, however, in the event that Simtek Novartis or any of its Affiliates holding Senior Preferred Stock is determined by the Board of Directors of the Issuer to not be a Financial Fund, such Holder shall not be obligated entitled to effect request registration under this Section 2.1(b) and the percentage of Senior Preferred Stock required to request registration under this Section 2.1(b) shall be reduced by the percentage of Senior Preferred Stock held by such Holder. The Issuer shall not be required to file any such registration, qualification or compliance, pursuant to this Section 2.9: Registration Statement (1i) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an reasonably anticipated aggregate price to the public of the offering would not exceed $7,500,000 (net unless the request is for all remaining Registrable Securities) or (ii) if at the time of any underwriters' discounts request to register Registrable Securities pursuant to this Section 2.1(b), the Issuer furnishes to the requesting Holder or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress Holders a certificate signed by the Chief Executive Officer (or, if none, the President) of Simtek the Issuer stating that in the Issuer has a good faith judgment intent to engage in a firmly underwritten public offering within 90 days of the Board of Directors of Simteksuch request, it would be materially detrimental such right to Simtek and its stockholders for such Form S-3 Registration delay a request to be effected at such time, in which event Simtek shall have exercised by the right to defer the filing of the Form S-3 registration statement for a period of Issuer not more than sixty (60) days after receipt of the request of Cypress under this Section 2.9; provided, however, that Simtek shall not utilize this right more than once in any twelve twelve-month period period. No requested registration under this Section 2.1(b) shall constitute a “demand” registration for purposes of Section 2.1(a). So long as the provisions and provided further requirements of this Section 2.l(b) are satisfied and subject to the other provisions of this Agreement, there shall be no limit on the number of times a Holder or Holders may make a written request that Simtek the Issuer effect a registration hereunder except that the Issuer shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in effect a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (52.l(b) in on more than two occasions during any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counsel12-month period. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9, and Simtek shall include such information in the written notice referred to in Section 2.9(a).

Form S-3 Registration. At any time after one year after the issuance of Shares by the Company to the Investor pursuant to Section 1.1 or 1.2 above, if the registration of Registrable Securities under the Securities Act can be effected on Form S-3 (aor any successor short-form registration promulgated by the SEC), then subject to the provisions of this Section 9.2 and the Existing Rights the Company will, upon written demand of the Investor, promptly file with the SEC a registration statement under the Securities Act on Form S-3 of all or such portion of the Registrable Securities as the Investor (or other Holder(s)) shall specify by written notice given to the Company; provided, however, that the market value of the Registrable Securities to be sold in any such registration shall be estimated to be at least [CONFIDENTIAL TREATMENT REQUESTED] at the time of filing of such registration statement; and provided, further, that the Company shall not be required to effect more than [CONFIDENTIAL TREATMENT REQUESTED] such [CONFIDENTIAL TREATMENT REQUESTED] (or [CONFIDENTIAL TREATMENT REQUESTED] such registrations, in the aggregate, if Shares with a purchase price of more than [CONFIDENTIAL TREATMENT REQUESTED], in the aggregate, are issued pursuant to Sections 1.1 and 1.2 above) pursuant to this Section 9.2. The Company shall maintain the effectiveness of the Form S-3 registration until the earlier of (i) the sale of all of the Registrable Securities included in such registration statement; (ii) seven (7) months following the effectiveness of such registration statement; or (iii) such time as all of the Registrable Securities included in such registration statement are eligible for resale pursuant to Rule 144(k) of the Securities Act. In case Simtek the Company shall receive from Cypress the Investor a written request or requests that Simtek use its commercially reasonable efforts to the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part shares of the Registrable Securities owned by Cypress, Simtek will as soon as practicable, use its commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypress's Registrable Securities as are specified in such request; provided, however, that Simtek shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.9: (1) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an reasonably anticipated aggregate price to the public (of which, net of any underwriters' underwriting discounts or and commissions) , would exceed [CONFIDENTIAL TREATMENT REQUESTED], then subject to the provisions of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the good faith judgment of the Board of Directors of Simtek, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of Cypress under this Section 2.9; provided9.2 and the Existing Rights, however, that Simtek shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counsel. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9, and Simtek shall include such information in the written notice referred to in Section 2.9(a).Company will:

Form S-3 Registration. (a) In case Simtek As soon as practicable after the date of this Agreement, the Company shall receive from Cypress a written request or requests that Simtek use its commercially reasonable efforts to effect file with the SEC a registration on Form S-3 and any related qualification or compliance with respect to all or a part of registration statement covering the Registrable Securities owned by Cypress, Simtek will and as soon as practicablepracticable thereafter, use its commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypress's the Registrable Securities as are specified in such requestSecurities; provided, however, that Simtek the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 2.92.1: (1i) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the good faith judgment of the Board of Directors of Simtek, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of Cypress under this Section 2.9; provided, however, that Simtek shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; Stockholder or (5ii) in any particular jurisdiction in which Simtek the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) provided further, that the Company shall be under no obligation to effect such registration until it shall have received reasonable assurance that the registration of Stockholder's Common Stock held by the Company pursuant to that certain Alliance Common Stock Registration Rights Agreement dated of even date herewith shall be effected concurrently with the registration contemplated herein. Notwithstanding any other provision of this Agreement, Stockholder understands that there may be periods during which the period ending one hundred eighty (180) days after Company's Board of Directors may determine, in good faith, that it is in the effective date best interest of the Company and its stockholders to defer disclosure of non-public information until such information has reached a registration statement subject to Section 2.1 hereof. Subject to more advanced stage and that during such periods sales of Registrable Securities and the foregoing, Simtek shall file a effectiveness of any registration statement covering the Registrable Securities and other securities so requested may be suspended or delayed. Stockholder agrees to be registered as soon as practicable after provide three (3) days advance notice of any proposed sale by Stockholder of any Registrable Securities. Stockholder agrees that upon receipt of any notice from the request Company of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with the development of any registrationmaterial non-public information, filing or qualification Stockholder will forthwith discontinue its disposition of Registrable Securities with respect pursuant to the registrations pursuant registration statement relating to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counsel. (b) If Cypress intends to distribute the such Registrable Securities covered by its request by means until Stockholder's receipt of copies of an underwritingappropriately supplemented or amended prospectus and, it shall if so advise Simtek as part directed by the Company, Stockholder will use its best efforts to deliver to the Company all copies, other than permanent file copies then in Stockholder's possession, of its request made pursuant the prospectus relating to this Section 2.9, and Simtek shall include such information in Registrable Securities current at the written notice referred to in Section 2.9(a)time of receipt of such notice.

Form S-3 Registration. As soon as reasonably practicable after the Closing (a) In case Simtek currently anticipated to be approximately 45 days), the Company shall receive from Cypress file with the SEC a written request or requests that Simtek use its commercially reasonable efforts to effect a registration Registration Statement on Form S-3 and any related qualification (or compliance with respect to all or a part other similar form) covering the continuous sale of the Registrable Securities owned pursuant to Rule 415 under the Securities Act or any successor thereto (the "SHELF REGISTRATION STATEMENT"), in the manner specified therein. The Company shall use all reasonable efforts to cause the Shelf Registration Statement to be declared effective by Cypress, Simtek will the SEC as soon as practicablereasonably practicable after its filing with the SEC, use its commercially reasonable efforts and to effect remain effective until the earlier of (x) such registration and time as all such qualifications and compliances as may be so requested and as would permit or facilitate of the sale and distribution of all or such portion of Cypress's Registrable Securities as are specified in such request; provided, however, that Simtek shall not be obligated to effect any such registration, qualification or compliance, sold pursuant to this Section 2.9: the Shelf Registration Statement or (1y) if Form S-3 each Holder is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose able to sell within any 90-day period all Registrable Securities and owned by such other securities (if any) at an aggregate price Holder pursuant to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that SEC Rules as then in the good faith judgment of the Board of Directors of Simtekeffect, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of Cypress including Rule 144 under this Section 2.9; provided, however, that Simtek shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, or any successor thereto ("SEC RULE 144") (the "EFFECTIVE PERIOD"); provided that in the event that Company determines in good faith that, because it has under consideration a registration on any form that does not include substantially the same information significant (as would be required to be included in a registration statement covering the sale defined under Regulation S-X of the Registrable Securities, SEC) acquisition or disposition or other material transaction or corporate event that has not been publicly disclosed or that it is in the process of preparing for filing with the SEC a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations Current Report on Form S-3 for Cypress pursuant 8-K or other form, the Shelf Registration Statement may contain a material misstatement or omission, Parent may cause the Shelf Registration Statement to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would not be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) used during the period ending one hundred eighty (180) in question. The Company agrees it will use its best efforts to ensure that such deferral will be for the shortest period of time reasonably required not exceeding, in the aggregate, 90 days in any 12-month period. In the event the Shelf Registration Statement has not been declared effective by the SEC within 120 days after the effective date of a registration statement subject to Closing, the dividend rate on the Series A Preferred Stock shall increase in accordance with Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt 1 of the request Certificate of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to Designations until the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counselShelf Registration Statement has been declared effective. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9, and Simtek shall include such information in the written notice referred to in Section 2.9(a).

Form S-3 Registration. (a) In case Simtek shall receive from Cypress a written After the Closing, the Purchaser may request or requests in writing that Simtek use its commercially reasonable efforts to the Company effect a registration on Form S-3 and any related qualification or compliance ("Form S-3 Registration Statement") with respect to all or a part of the Registrable Securities Unsubscribed Shares owned by Cypressthe Purchaser ("Form S-3 Request"). The Form S-3 Request shall set forth the number of Unsubscribed Shares to be included in the Form S-3 Registration Statement. In such event, Simtek the Company will as soon as reasonably practicable, file, and use its commercially reasonable efforts to effect such registration and all such qualifications and compliances as may cause to be so requested and as would permit or facilitate declared effective, a Form S-3 Registration Statement covering the sale and distribution of all or such portion of Cypress's Registrable Securities as are Unsubscribed Shares specified by the Purchaser in such request; provided, however, that Simtek the Form S-3 Request. (b) The Company shall not be obligated to effect any such registration, qualification or compliance, registration pursuant to this Section 2.9: 6.2(a): (1i) if Form S-3 is not then available for such offering by Cypress the Purchaser; (or Simtek is not eligible to use such Form S-3 for such offering); (2ii) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose Purchaser proposes to sell Registrable Securities and such other securities (if any) Unsubscribed Shares at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; 2,000,000; (3iii) if Simtek the Company shall furnish to Cypress the Purchaser a certificate signed by the Chief Executive Officer of Simtek the Company that it intends to engage in a registered public offering within 90 days following receipt of the Form S-3 Request; (iv) if the Company shall furnish to the Purchaser a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of SimtekCompany, it would be materially detrimental to Simtek and its stockholders the Company for such Form S-3 Registration registration to be effected at such time, in which event Simtek the Company shall have the right to defer the filing of the Form S-3 registration statement Registration Statement for a period of not more than sixty (60) 180 days after following receipt of the request of Cypress under this Section 2.9; provided, however, that Simtek shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty Form S-3 Request; (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4v) if Simtek has, within the twelve (12) month period preceding the date of such request, Company has already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.96.2; or or (5vi) in any particular jurisdiction in which Simtek the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counsel. (bc) If Cypress the Purchaser intends to distribute the Registrable Securities Unsubscribed Shares covered by its request the Form S-3 Request by means of an underwritingunderwritten offering, it shall so advise Simtek as part the Company in the Form S-3 Request. In such event, the Purchaser shall enter into an underwriting agreement in customary form with an underwriter or underwriters selected for such underwriting by the Purchaser and acceptable to the Company. Notwithstanding any other provision of its request made this Section 6.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Unsubscribed Shares), then the Company shall so advise the Purchaser, and the number of securities that may be included in the underwriting shall be reduced accordingly; provided, however, that the number of Unsubscribed Shares to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Unsubscribed Shares excluded or withdrawn from such underwriting shall be withdrawn from the registration. (d) Notwithstanding the foregoing, the Company shall have the right, upon giving written notice to the Purchaser ("Black-Out Notice"), to suspend the effectiveness of a Form S-3 Registration Statement and to require the Purchaser not to sell any Unsubscribed Shares pursuant to this Section 2.9such Form S-3 Registration Statement for a reasonable period (as determined in good faith by the Company) from the date on which such Black-Out Notice is given (a "Black-Out Period"), if (i)(A) the Company is engaged in or proposes to engage in discussions or negotiations with respect to, or has proposed or taken a substantial step to commence, or there otherwise is pending, any merger, acquisition, other form of business combination, divestiture, tender offer, financing or other transaction, or there is an event or state of facts relating to the Company, in each case which is material to the Company (any such negotiation, step, event or state of facts being herein called a "Material Activity"), (B) in the good faith judgment of the Company, disclosure of such Material Activity would be necessary under applicable securities laws, and Simtek shall include (C) such information disclosure would, in the written notice referred good faith judgment of the Company, be adverse to the interests of the Company, or (ii) the Company, in Section 2.9(a)its good faith judgment, deems it necessary to file a post-effective amendment to the Form S-3 Registration Statement or to prepare a supplement to, or otherwise amend, the form of prospectus contained therein. The Black-Out Notice shall not contain any material, nonpublic information.

Form S-3 Registration. (a) In case Simtek If the Company shall receive from Cypress the Holder a written request or requests that Simtek use its commercially reasonable efforts to the Company effect a registration of the Registrable Securities that are registrable on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by Cypressthe Holder, Simtek the Company will use its reasonable best efforts to effect, as soon as practicablereasonably practicable (and in any event within one hundred twenty (120) calendar days of the receipt of such request), use its commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypressthe Holder's Registrable Securities as are specified in such request; provided, however, that Simtek the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.9: (1) 1.8, if Form S-3 is not then available for such offering by Cypress the Holder, in which case the Company shall file a registration statement respecting the Shares in accordance with the terms and provisions of Section 1.2. (or Simtek is not eligible a) If the Holder requests registration pursuant to use this Section 1.8 intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company as part of its request made pursuant to this Section 1.8 and the Company shall include such Form S-3 for information in the written notice referred to in clause (a) of this Section 1.8. The underwriter will be selected by the Company and shall be reasonably acceptable to the Holder requesting registration. In such offering); event, the right of the Holder to include its Registrable Securities in such registration shall be conditioned upon the Holder's participation in such underwriting and the inclusion of the Holder's Registrable Securities in the underwriting to the extent provided herein. The Holder upon proposing to distribute its securities through such underwriting shall (2) if Cypress, together with the holders of Company as provided in Section 1.3(e)) enter into an underwriting agreement, or similar agreement, in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other securities provision of Simtek entitled this Section 1.8, if the underwriter advises the Holder requesting registration in writing that marketing factors require a limitation of the number of shares to inclusion in such registrationbe underwritten, propose then the Holder agrees to sell reduce the number of shares of Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the good faith judgment of the Board of Directors of Simtek, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of Cypress under this Section 2.9; provided, however, that Simtek the number of shares of Registrable Securities to be included in such underwriting shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any be reduced unless all securities to be sold by or for the account of itself any stockholder, person or any other stockholder during such sixty (60) day period (party other than a registration relating solely an the Holder (including those shares to be sold for the sale Company's account), are first entirely excluded from the underwriting. In the event that the number of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress reduced pursuant to this Section 2.91.8(a), the Holder of the Registrable Securities which were not included in the registration shall be treated as if there had been no registration effected pursuant to this Section 1.8 and shall be entitled to the benefit of Section 1.8 with respect to the Registrable Securities which were not included as if the registration pursuant to Section 1.8 had not been requested; or (5) in provided, that any particular jurisdiction in registration with respect to the Registrable Securities which Simtek would were not included shall not be required to qualify to do business or to execute a general consent to service become effective within 180 days of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. the first registration. (b) Subject to the foregoing, Simtek the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as reasonably practicable after receipt of the request or requests of Cypressthe Holder. Simtek shall bear and pay all All expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations a registration requested pursuant to this Section 2.9 hereof 1.8 (which right may be assigned as provided in Section 2.10 hereofother than underwriting discounts and commissions), including (without limitation) all registration, filing, and qualification qualification, printer's fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof)fees, including (without limitation) all reasonable fees and disbursements of its counsel. (b) If Cypress intends to distribute one legal counsel for the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9Holder, and Simtek fees and disbursements of counsel for the Company, shall include such information in be borne by the written notice referred to in Section 2.9(a)Company.

Form S-3 Registration. (a) In case Simtek shall receive from Cypress a Upon the written request of JJDC (a "Registration Request"), the Company shall file with the SEC on or requests that Simtek use its commercially reasonable efforts to effect after the date which is six (6) months after the date hereof, a registration statement on Form S-3 covering all of the Registrable Securities and use its best efforts thereafter to effect such registration and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by Cypress, Simtek will as soon as practicable, use its commercially reasonable efforts to effect such registration and all such qualifications and compliances practicable as may be so requested necessary and as would permit or facilitate the sale and distribution of all the Registrable Securities. (b) In the event that the effectiveness of the Form S-3 is suspended or such portion terminated at any time within the two (2) year period following the date hereof, then the Company shall give written notice to the Holders and shall use its best efforts to effect as soon as practicable the registration on Form S-1 of Cypress's all Registrable Securities which the Holders request to be registered pursuant to such request and all such qualifications and compliances as are specified in such requestmay be necessary and as would permit or facilitate the sale and distribution of all the Registrable Securities requested to be registered; providedPROVIDED, howeverHOWEVER, that Simtek the Company shall not be obligated to effect or continue any such registration, qualification or compliance, compliance pursuant to this Section 2.9: 6.2 after the second anniversary of the date hereof. (1c) if Form S-3 is not then available for such offering by Cypress The Company may (or Simtek is not eligible to use such Form S-3 for such offering); (2i) if Cypress, together with the holders suspend sales of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at under an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the good faith judgment of the Board of Directors of Simtek, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek shall have the right to defer the filing of the Form S-3 effective registration statement for a period of not more than sixty (60) days, or (ii) defer the filing (but not the preparation) of a registration statement required by this Section 6.2 until a date not later than sixty (60) days after receipt the date of a Registration Request with respect to the Form S-3 if, at any time prior to receiving the Registration Request, the Company is engaged in confidential negotiations or other confidential business activities, disclosure of which (in the reasonable opinion of outside counsel to the Company) would be required in such registration statement and would not be required if such registration statement were not filed, and the Board of Directors of the request of Cypress under this Section 2.9Company determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders; provided, however, that Simtek the Company shall not utilize this right more than once twice in any twelve 12-month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty period. (60d) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 A deferral of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in filing of a registration statement covering pursuant to Section 6.2(c) shall be lifted if the sale negotiations or other activities are disclosed. In order to defer the filing of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress statement pursuant to this Section 2.9; or 6.2, the Company shall promptly (5) but in any particular jurisdiction in which Simtek would be required event within 5 days), upon determining to qualify seek such deferral, deliver to do business or to execute each Holder a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt certificate signed by an executive officer of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, Company stating that the Company is deferring such filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counsel. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9, 6.2 and Simtek shall include a general statement of the reason for such deferral and an approximation of the anticipated delay. Each Holder hereby agrees to keep confidential any information disclosed to such Holder in any such certificate (including the written notice referred to in Section 2.9(afact that such certificate was delivered).

Form S-3 Registration. (a) In Notwithstanding the provisions of Section 2.1 and Section 2.2, at such time as the Corporation shall have qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, in case Simtek the Corporation shall receive from Cypress any Holder(s) a written request or requests that Simtek use its commercially reasonable efforts to the Corporation effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned held by Cypresssuch Holder(s), Simtek which request shall (a) specify the number of Registrable Securities intended to be sold or disposed of and the holders thereof and (b) the intended method of distribution, including the name of the lead underwriter, if available, the Corporation will as soon as practicable, use its commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypress's the Registrable Securities as are specified in such request; provided, however, that Simtek the Corporation shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 2.9: 2.3: (1i) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2the requesting Holder(s) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose propose(s) to sell Registrable Securities and such other securities (if any) at an that would result in aggregate price to the public (net of any underwriters' discounts or commissions) gross proceeds of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by 15,000,000 based on the Chief Executive Officer of Simtek stating that in the good faith judgment average closing price of the Board of Directors of Simtek, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of Cypress under this Section 2.9; provided, however, that Simtek shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within over the twelve (12) month period 20 trading days preceding the date of such request, already effected two registrations on Form S-3 for Cypress request pursuant to this Section 2.92.3; (ii) if within 30 days of receipt of a written request from the Holder(s) pursuant to this Section 2.3, the Corporation gives notice to such Holder(s) of the Corporation’s intention to make a public offering within 90 days, other than pursuant to a Registration Statement relating to any employee, stock option, benefit or dividend reinvestment plan; (iii) if a Shelf Registration or other Registration Statement is then effective and includes all of the Registrable Securities of such Holder(s) and permits an Underwritten Offering of such Registrable Securities; (iv) if the Corporation has already effected another registration on Form S-3 on the account of Holders in the immediately preceding 12-month period; or or (5v) in any particular jurisdiction in which Simtek the Corporation would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counsel. (b) If Cypress intends To the extent the Corporation is a WKSI at the time that the Shelf Registration Statement is to distribute be filed, the Corporation shall file an automatic Shelf Registration Statement which covers such Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made Securities. (c) Registrations effected pursuant to this Section 2.92.3 shall not be counted as demands for registrations effected pursuant to Section 2.1. (d) The Corporation and Holders shall comply with all other provisions of Section 2.1(c), Section 2.1(d), Section 2.1(f), Section 2.1(g), Section 2.1(h) and Simtek shall include such information in the written notice referred Section 2.1(i) with respect to in a registration under this Section 2.9(a)2.3.

Form S-3 Registration. (a) In case Simtek shall receive from Cypress a written request or If, at any time after the expiration of 180 days after the closing of the transactions contemplated by the Purchase Agreement, the Holder(s) of at least 80% of the Registrable Securities then outstanding requests that Simtek the Company file a registration statement of Form S-3 covering the resale of the Registrable Securities, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such resale, the Company shall use its commercially reasonable best efforts to effect cause such Registrable Securities to be registered for resale on such form. Upon receipt of such a request for registration, the Company will: i. promptly give written notice of the proposed registration on Form S-3 and any related qualification or compliance with respect to all or other Holders; ii. file a part of registration statement covering the Registrable Securities owned by Cypress, Simtek will and other securities so requested to be registered as soon as practicablepractical after receipt of the request or requests of the Holders, use its commercially reasonable efforts to and effect such registration and all such other qualifications and compliances as may be so requested and as would required to permit or facilitate the sale and distribution of all or such portion of Cypress's such Holders' Registrable Securities as are specified in such request; , together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within 15 days after receipt of written notice from the Company given in accordance with clause (a)(i). (b) Notwithstanding the foregoing: (i) the Company shall not be obliged to effect a registration pursuant to this Section 2 in the period starting 60 days before the Company's good faith estimated date of filing of, and ending 90 days after the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of the Company (other than a registration relating solely to the sale of securities to participants in a Company stock option or stock purchase plan, or a registration on any form that does not include substantially the same information that would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration on Form S-4), if the Company is at all times during such period diligently and in good faith pursuing such registration, provided, however, that Simtek the Company shall promptly notify the Holders of any decision to abandon or significantly delay such public offering; (ii) the Company shall not be obligated obliged to effect register for any Holder such registration, qualification or compliance, number of Registrable Shares as such Holder may sell freely in a broker's transaction pursuant to this Section 2.9: Rule 144 under the Securities Act within three months of the date of the request for registration; (1iii) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypressthe Holders, together with the holders of any other securities of Simtek the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than one million dollars ($2 million1.0); (3iv) if Simtek the Company shall furnish to Cypress the Holders a certificate signed by the Chief Executive Officer President of Simtek the Company stating that that, in the good faith judgment of the Board of Directors of Simtekthe Company, it would be materially seriously detrimental to Simtek the Company and its stockholders shareholders for such Form S-3 Registration registration to be effected at such time, in which event Simtek the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of Cypress the Holders under this Section 2.92; provided, however, that Simtek the Company shall not utilize exercise this right more than once in any twelve 12-month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)period; (4v) if Simtek the Company has, within the twelve (12) six-month period preceding the date of such request, already effected two registrations one such registration on Form S-3 for Cypress the Holders pursuant to this Section 2.92; or (5vi) in any particular jurisdiction in which Simtek the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, registration qualification or compliance; or . (6c) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all All reasonable expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations requested pursuant to this Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof)2, including (including, without limitation) , all registration, filing, and qualification feesqualification, printers printing and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all reasonable fees and disbursements of its counselone counsel for the selling Holders and counsel for the Company, shall be borne by the Company. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9, and Simtek shall include such information in the written notice referred to in Section 2.9(a).

Form S-3 Registration. (a) In case Simtek As soon as practicable, but no later than 20 days, following the Eligible Resale Date, Maxw▇▇▇ ▇▇▇ll file a Registration Statement on Form S-3 providing for the sale pursuant to Rule 415 (a "Shelf Registration Statement"), and/or any similar rule that may be adopted by the SEC, of Registrable Securities by Holder. Maxw▇▇▇ ▇▇▇ll use reasonable efforts to provide 10 days' notice to the Holder at the Company's address of the anticipated filing date of a Shelf Registration Statement under this Section 2(a), and such notice shall receive request all information required from Cypress a written request or requests Holder to participate in the Shelf Registration Statement so that Simtek Holder may participate in such registration. After the Registration Statement has become effective, Maxw▇▇▇ ▇▇▇ll use its commercially reasonable efforts to effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by Cypress, Simtek will as soon as practicable, use its commercially reasonable efforts to effect keep such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypress's Registrable Securities as are specified in such request; provided, however, that Simtek shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.9: (1) if Form S-3 is not then available Registration Statement continuously effective for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the good faith judgment of the Board of Directors of Simtek, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of Cypress under this Section 2.9; provided, however, that Simtek shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counsel120 days. (b) If Cypress intends Maxw▇▇▇ ▇▇▇ll not have the obligation to distribute register securities under this Agreement unless Holder provides and/or confirms in writing prior to or after the filing of the Registration Statement such information (including, without limitation, information as to the number of Registrable Securities covered that Holder has sold pursuant to any such Registration Statement from time to time) as Maxw▇▇▇ ▇▇▇sonably requests in connection with such Registration Statement. (c) Notwithstanding the foregoing, for a period not to exceed 90 days in any 12-month period, Maxw▇▇▇ ▇▇▇ll not be obligated to prepare and file, or be prevented from delaying or abandoning, the Registration Statement required hereunder if Maxw▇▇▇, ▇▇ its good faith judgment, reasonably believes that the filing or maintenance of such Registration Statement would require the disclosure of material non-public information regarding Maxw▇▇▇ ▇▇▇, accordingly, that the filing thereof, at the time requested, or the offering of Maxw▇▇▇ ▇▇▇mon Stock pursuant thereto, would materially and adversely affect (A) a pending or scheduled public offering or private placement of securities of Maxw▇▇▇ ▇▇ any of its subsidiaries, (B) an acquisition, merger, consolidation or similar transaction by or of Maxw▇▇▇ ▇▇ any of its request subsidiaries, (C) preexisting and continuing negotiations, discussions or pending proposals with respect to any of the foregoing transactions, or (D) the financial condition of Maxw▇▇▇ ▇▇ view of the disclosure of any pending or threatened litigation, claim, assessment or governmental investigation which might be required thereby. The reason for such delay shall be confirmed by means a certificate of an underwritingMaxw▇▇▇'▇ ▇▇▇irman or President, subject to confidentiality restrictions, and no such delay shall shorten the 120-day effective period of such Registration Statement once it is filed and declared effective. In the event that Maxw▇▇▇, ▇▇ good faith, reasonably believes that such conditions are continuing after such 90-day period, it may, with the consent of Holder, which consent shall so advise Simtek as part not be unreasonably withheld, extend such 90-day period for an additional 30 days. Any further delay shall require the consent of its request made pursuant to this Section 2.9, and Simtek shall include such information in the written notice referred to in Section 2.9(a)Holder.

Form S-3 Registration. (a) In case Simtek Seller shall receive from Cypress a written request or requests that Simtek use its commercially reasonable efforts at any time be permitted to effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by Cypresssuch Holder or Holders, Simtek will as soon as practicablefollowing a written request from any Holder or Holders of the Registrable Securities then outstanding, Seller shall: (i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (ii) use its commercially reasonable efforts to effect such registration as promptly as is reasonably practicable and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypress's such Holder’s or Holders’ Registrable Securities as are specified in such request; provided, howevertogether with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request delivered to Seller within fifteen (15) days after provision by Seller of written notice of such registration request. Notwithstanding the foregoing, that Simtek if Seller shall not be obligated furnish to effect any such registration, qualification or compliance, Holders requesting a Registration Statement pursuant to this Section 2.9: (1) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress 4 a certificate signed by the Chief Executive Officer an officer of Simtek Seller stating that in the good faith judgment of the Board of Directors of Simtek, it Seller has concluded that the filing of such Registration Statement at such time would be materially detrimental to Simtek and its stockholders Seller because such filing (x) would interfere with an acquisition, corporate reorganization, securities offering or other similar transaction involving Seller, (y) would require premature disclosure of material information that Seller has a bona fide business purpose for such Form S-3 Registration preserving as confidential, or (z) would render Seller unable to be effected at such timecomply with requirements under the Securities Act or Exchange Act, in which event Simtek then Seller shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than sixty ninety (6090) days after receipt of the request of Cypress under this Section 2.9days; provided, however, that Simtek shall Seller may not utilize this right more than once in during any period of twelve month period (12) consecutive months, and provided further that Simtek Seller shall not register any securities primarily for the account of itself or any other stockholder stockholder, excluding Seller, during such sixty ninety (6090) day period (other than a registration relating solely period. Notwithstanding anything to the sale of securities of participants in a Simtek stock plancontrary contained herein, a Seller shall not be obligated to proceed with any such registration relating to a corporate reorganization or transaction under Rule 145 of the (1) unless Registrable Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale therein have an anticipated aggregate offering price of the Registrable Securities, not less than five million dollars ($5,000,000) or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (42) if Simtek has, within Seller has already effected two registrations on Form S-3 for one or more Holders during the twelve (12) twelve-month period preceding the date of such request, already and such registrations have been declared effective. Registrations effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would 4 shall not be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered counted as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations effected pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating Sections 2 or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counsel3. (bc) If Cypress intends the registration under this Section 4 is for an underwritten offering, the provisions of Section 2(c) shall apply thereto (with the substitution of Section 4 for references to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made Section 2). (d) Seller may include in any registration pursuant to this Section 2.94 securities being sold for its own account or, and Simtek shall include such information in subject to the written notice referred to in other provisions of this Section 2.9(a)4, for the account of other persons.

Form S-3 Registration. (a) In case Simtek On the Eligible Resale Date, Maxw▇▇▇ ▇▇▇ll file a Registration Statement on Form S-3 providing for the sale pursuant to Rule 415 (a "Shelf Registration Statement") of the Registrable Securities by the Holders. Maxw▇▇▇ ▇▇▇ll use reasonable efforts to provide 10 days' notice to each Holder at his respective address, as listed on Schedule A hereto, of the anticipated filing date of a Shelf Registration Statement under this Section 2(a), and such notice shall receive request all information required from Cypress a written request or requests Holder in order to participate in the Shelf Registration Statement so that Simtek such Holder may participate in such registration. After the Registration Statement has become effective, Maxw▇▇▇ ▇▇▇ll use its commercially reasonable efforts to effect keep such Registration Statement continuously effective for a registration on Form S-3 and any related qualification or compliance with respect to all or a part period of the Registrable Securities owned by Cypress, Simtek will as soon as practicable, use its commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypress's Registrable Securities as are specified in such request; provided, however, that Simtek shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.9: fewer than 90 days. (1b) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the good faith judgment of the Board of Directors of Simtek, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek No Holder shall have the right to defer register securities under this Agreement unless such Holder provides and/or confirms in writing prior to or after the filing of the Form S-3 registration statement Registration Statement such information (including, without limitation, information as to the number of Registrable Securities that such Holder has sold pursuant to any such Registration Statement from time to time) as Maxw▇▇▇ ▇▇▇uests in connection with such Registration Statement. (c) Notwithstanding the foregoing, for a period not to exceed 90 days in any 12-month period, Maxw▇▇▇ ▇▇▇ll not be obligated to prepare and file, or be prevented from delaying or abandoning, the Registration Statement required hereunder if Maxw▇▇▇, ▇▇ its good faith judgment, reasonably believes that the filing or maintenance of not more than sixty (60) days after receipt such Registration Statement would require the disclosure of the request of Cypress under this Section 2.9; providedmaterial non-public information regarding Maxw▇▇▇ ▇▇▇, howeveraccordingly, that Simtek shall not utilize this right more than once in any twelve month period the filing thereof, at the time requested, or the offering of Maxw▇▇▇ ▇▇▇mon Stock pursuant thereto, would materially and provided further that Simtek shall not register any securities for the account of itself adversely affect (i) a pending or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale scheduled public offering or private placement of securities of participants in a Simtek stock planMaxw▇▇▇ ▇▇ any of its subsidiaries, a registration relating (ii) an acquisition, merger, consolidation or similar transaction by or of Maxw▇▇▇ ▇▇ any of its subsidiaries, (iii) preexisting and continuing negotiations, discussions or pending proposals with respect to a corporate reorganization or transaction under Rule 145 any of the Securities Actforegoing transactions, a registration on or (iv) the financial condition of Maxw▇▇▇ ▇▇ view of the disclosure of any form that does not include substantially the same information as would pending or threatened litigation, claim, assessment or governmental investigation which might be required to be included in thereby. In the event that Maxw▇▇▇, ▇▇ good faith, reasonably believes that such conditions are continuing after such 90-day period, it may, with the consent of the Holders of a registration statement covering the sale majority of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); Securities subject (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6be subject) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoingRegistration Statement, Simtek which consent shall file a registration statement covering not be unreasonably withheld, extend such 90-day period for an additional 30 days. Any further delay shall require the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt consent of the request Holders of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counselsuch shares. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9, and Simtek shall include such information in the written notice referred to in Section 2.9(a).

Form S-3 Registration. (a) In case Simtek If the Company shall receive from Cypress the Holder a written request or requests that Simtek use its commercially reasonable efforts to the Company effect a registration of the Registrable Securities that are registrable on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by Cypressthe Holder, Simtek the Company will use its reasonable best efforts to effect, as soon as practicablereasonably practicable (and in any event within one hundred twenty (120) calendar days of the receipt of such request), use its commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypress's the Holder’s Registrable Securities as are specified in such request; provided, however, that Simtek the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.9: (1) 1.8, if Form S-3 is not then available for such offering by Cypress the Holder, in which case the Company shall file a registration statement respecting the Shares in accordance with the terms and provisions of Section 1.2. (or Simtek is not eligible a) If the Holder requests registration pursuant to use this Section 1.8 intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company as part of its request made pursuant to this Section 1.8 and the Company shall include such Form S-3 for information in the written notice referred to in clause (a) of this Section 1.8. The underwriter will be selected by the Company and shall be reasonably acceptable to the Holder requesting registration. In such offering); event, the right of the Holder to include its Registrable Securities in such registration shall be conditioned upon the Holder’s participation in such underwriting and the inclusion of the Holder’s Registrable Securities in the underwriting to the extent provided herein. The Holder upon proposing to distribute its securities through such underwriting shall (2) if Cypress, together with the holders of Company as provided in Section 1.3(e)) enter into an underwriting agreement, or similar agreement, in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other securities provision of Simtek entitled this Section 1. 8, if the underwriter advises the Holder requesting registration in writing that marketing factors require a limitation of the number of shares to inclusion in such registrationbe underwritten, propose then the Holder agrees to sell reduce the number of shares of Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the good faith judgment of the Board of Directors of Simtek, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of Cypress under this Section 2.9; provided, however, that Simtek the number of shares of Registrable Securities to be included in such underwriting shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any be reduced unless all securities to be sold by or for the account of itself any stockholder, person or any other stockholder during such sixty (60) day period (party other than a registration relating solely an the Holder (including those shares to be sold for the sale Company’s account), are first entirely excluded from the underwriting. In the event that the number of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress reduced pursuant to this Section 2.91.8(a), the Holder of the Registrable Securities which were not included in the registration shall be treated as if there had been no registration effected pursuant to this Section 1.8 and shall be entitled to the benefit of Section 1.8 with respect to the Registrable Securities which were not included as if the registration pursuant to Section 1.8 had not been requested; or (5) in provided, that any particular jurisdiction in registration with respect to the Registrable Securities which Simtek would were not included shall not be required to qualify to do business or to execute a general consent to service become effective within 180 days of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. the first registration. (b) Subject to the foregoing, Simtek the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as reasonably practicable after receipt of the request or requests of Cypressthe Holder. Simtek shall bear and pay all All expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations a registration requested pursuant to this Section 2.9 hereof 1.8 (which right may be assigned as provided in Section 2.10 hereofother than underwriting discounts and commissions), including (without limitation) all registration, filing, and qualification qualification, printer’s fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof)fees, including (without limitation) all reasonable fees and disbursements of its counsel. (b) If Cypress intends to distribute one legal counsel for the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9Holder, and Simtek fees and disbursements of counsel for the Company, shall include such information in be borne by the written notice referred to in Section 2.9(a)Company.

Form S-3 Registration. (a) In case Simtek shall receive from Cypress If Purchaser, together with any and all of its Affiliates (as defined below), invests $5,000,000 or more to purchase Common Stock pursuant to this Agreement and any Other Agreements, then at any time following six (6) months after the effective date of the registration statement filed by the Company relating to the IPO, the Purchaser (together with its Affiliates) will be entitled to request one (1) registration (in total), whether underwritten or otherwise, under the Securities Act of all or part of its Registrable Securities (on a written request continuous or requests that Simtek use its commercially reasonable efforts delayed basis as permitted pursuant to effect a Rule 415 of the Rules and Regulations, or any successor rule, of the SEC under the Securities Act) on Form S-1 or any similar long-form registration (“Long-Form Registration”) or on Form S-3 and or any related qualification or compliance similar short-form registration (“Short-Form Registration”), if available. Such request shall specify the approximate number of Registrable Securities requested to be registered. The registration requested pursuant to this Section 2(a) is referred to herein as the "Demand Registration". The Demand Registration will be a Short-Form Registration whenever the Company is permitted to use any applicable short form. Notwithstanding anything to the contrary in this Agreement, the Company shall not be obligated to file any such registration statement within such time period: (i) if the Purchaser (together with its Affiliates) proposes to sell Registrable Securities at an estimated aggregate price to the public of less than $2,000,000; or (ii) if the Company has, within such 6-month period following the IPO, already effected a registration under the Securities Act, other than a registration from which the Purchaser’s Registrable Securities have been excluded (with respect to all or a part any portion of the such Registrable Securities owned requested be included in such registration) pursuant to the provisions of Section 7.2. (b) At least 20 days prior to the date that the Company intends to file a registration statement effecting a demand registration requested by Cypressan Other Purchaser pursuant to rights conferred on such Other Purchaser in an Other Agreement identical, Simtek mutatis mutandis, to those conferred in this Section 7.3 on the Purchaser, the Company will as soon as practicable, use give written notice to the Purchaser of its commercially reasonable efforts intention to effect such a registration and will include in such registration all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypress's Registrable Securities as are specified in such request; providedof the Purchaser with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt by the Purchaser of the Company’s notice. Notwithstanding anything to the contrary herein, however, Purchaser acknowledges that Simtek shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.9: (1) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypressthe Purchaser, together with certain Other Purchasers, shall together hold the holders of right to request such a demand registration and, upon notice from the Company that such a demand registration has been requested by any other securities of Simtek entitled Other Purchaser, Purchaser’s right with respect to inclusion the Demand Registration under this Section 7.3 shall be to include its Registrable Securities in such registrationregistration statement on the terms provided above. (c) Notwithstanding the foregoing, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek Company shall furnish to Cypress the Purchaser a certificate signed by the President, Chief Executive Officer or Chief Financial Officer of Simtek the Company stating that in the good faith judgment of the Board of Directors of Simtekthe Company, it would be materially detrimental to Simtek the Company and its stockholders for such Form S-3 Registration registration statement to be effected at such timefiled within the time period specified in Section 7.3(a) hereof, in which event Simtek then the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than sixty (60) 180 days after receipt the expiration of such time period. (d) Subject to the request terms of Cypress under Section 7.5, a Demand Registration shall not be deemed “effected” for purposes of this Section 2.9; provided, however, that Simtek shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during 7.3 until such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information time as would be required to be included in a registration statement covering the sale all of the Registrable Securities, or a registration in which Securities requested by the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested Purchaser to be registered as soon as practicable after receipt of included therein has been declared effective by the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counselSEC. (be) If Cypress intends to distribute The Registration Expenses of the Registrable Securities covered Purchaser will be paid by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9, and Simtek shall include such information the Company in the written notice referred to in Section 2.9(a)a Demand Registration.

Form S-3 Registration. (a) In case Simtek shall receive from Cypress a written If Form S-3, or any successor form thereto, is available for such offering, ValueAct may request or requests in writing that Simtek use its commercially reasonable efforts to the Corporation effect a registration on Form S-3 and any related qualification or compliance with respect (a "Registration Request"), and the Corporation shall use its best efforts to all or a part of the Registrable Securities owned by Cypresseffect, Simtek will as soon as practicable, use its commercially reasonable efforts to effect such registration and all such qualifications and compliances registration, qualification or compliance as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypress's Registrable Securities as are Class A Stock specified in such requestRegistration Request and to maintain the registration on Form S-3 for 180 days following the effectiveness thereof; provided, that such 180-day period may be suspended if, in the good faith judgment of the Board, a corporate event requires such suspension, the Corporation shall use its best efforts to reinstate the effectiveness thereof for the remaining number of days. The Corporation shall not be obligated to effect more than three registrations on Form S-3 for ValueAct pursuant to this Section 3.1(a), or be obligated to effect more than one registration on Form S-3 during any six-month period; provided, however, that Simtek in no event shall the Corporation be obligated to effect a registration statement under this Section 3.1(a) within 120 days of the end of the effective period of any prior registration statement effected by the Corporation pursuant to a Registration Request. The anticipated net offering price of the shares of Class A Stock specified in the Registration Request shall be at least $10,000,000. Any registration statement filed pursuant to this Section 3.1(a) may include other shares of Class A Stock that the Corporation is required to include in such registration statement by virtue of the Stockholders Agreement; provided, that in no event shall the number of shares of Class A Stock to be registered pursuant to the Registration Request be reduced in order to comply with any provision of the Stockholders Agreement (b) The Corporation shall not be obligated to effect any such registration, qualification or compliance, the filing of a registration statement pursuant to this Section 2.9: 3.1(a) hereof (1i) if Form S-3 is not then available for the Corporation has furnished to ValueAct, within 30 days after receipt of a Registration Request an opinion of counsel (in form and substance reasonably satisfactory to ValueAct) to the Corporation to the effect that ValueAct may effect the sale and distribution of shares of Class A Stock held by ValueAct included in the Registration Request in accordance with its intended method of distribution without the registration of such offering by Cypress securities under the 1933 Act; or (or Simtek is not eligible to use such Form S-3 for such offering); (2ii) if Cypress, together with the holders Corporation has furnished to ValueAct within 30 days after receipt of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a Registration Request a certificate signed by an executive officer of the Chief Executive Officer of Simtek Corporation stating that that, in the good faith judgment of the Board such registration would require premature disclosure of Directors material information relating to a pending corporate development or a special audit of Simtek, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such timethe Corporation, in which event Simtek the Corporation shall have the right to defer the filing of the Form S-3 registration statement obligations contained in this Section 3.1 for a period of not more than sixty 165 days (60including the time period used for filing the applicable registration statement) days after receipt of the request of Cypress under Registration Request, and provided that the Corporation has not, in any twelve-month period, utilized the right in this Section 2.9; provided, however, that Simtek shall not utilize this right clause (ii) more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counselonce. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9, and Simtek shall include such information in the written notice referred to in Section 2.9(a).

Form S-3 Registration. On the date that is 120 days following the date of this Agreement, (athe “Target Filing Date”), if the Company is eligible to use Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities, the Company shall register under the Securities Act on Form S-3 (an “S-3 Registration”) In case Simtek the sale of all of the Registrable Securities owned by the Designated Stockholders on the date hereof (which S-3 Registration shall receive from Cypress be a written request or requests that Simtek shelf registration pursuant to Rule 415 promulgated under the Securities Act). Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to effect file a registration on Form Registration Statement relating to the S-3 Registration (taking into account, among other things, accounting and any related qualification or compliance with respect regulatory matters) and to all or a part of the Registrable Securities owned by Cypress, Simtek will as soon as practicable, use its commercially reasonable efforts to effect cause such registration Registration Statement to become effective, in each case, as promptly as practicable but in no event later than one hundred twenty days after the Target Filing Date. Subject to the terms of this Agreement, if the Registration Statement for an S-3 Registration ceases to be effective after the third anniversary of its effectiveness, if the Company is eligible to use Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities, at the written request of the Majority Designated Stockholders, the Company shall use its commercially reasonable efforts to file a new Registration Statement relating to the S-3 Registration (taking into account, among other things, accounting and all regulatory matters) and to use its commercially reasonable efforts to cause such qualifications and compliances Registration Statement to become effective, in each case, as may promptly as practicable but in no event later than one hundred twenty days after the prior Registration Statement ceases to be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypress's Registrable Securities as are specified in such requesteffective; provided, however, that Simtek shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.9: (1) if Form S-3 is not then available the Designated Stockholders request for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in the new Registration Statement relating to such registration, propose to sell S-3 Registration at least $20,000,000 of Registrable Securities and such other securities (if any) at an aggregate price to calculated based upon the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the good faith judgment Market Price of the Board of Directors of SimtekRegistrable Securities on the date which the Majority Designated Stockholders make such request). If the Majority S-3 Participating Stockholders request, it would be materially detrimental to Simtek and its stockholders for if the Company is a Well-Known Seasoned Issuer, the Company shall cause such Form S-3 Registration to be effected at such time, in which event Simtek shall have made pursuant to an Automatic Shelf Registration Statement and may omit the right to defer the filing names of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt Participating Stockholders and the amount of the request of Cypress Registrable Securities to be offered thereunder. Any Registration Statement filed under this Section 2.9; provided, however, that Simtek 5(a) shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than be referred to as a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on “Form S-3 for Cypress pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counselShelf Registration Statement. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9, and Simtek shall include such information in the written notice referred to in Section 2.9(a).”

Form S-3 Registration. (a) In case Simtek the Company shall receive from Cypress one or more Holders of Registrable Securities a written request or requests that Simtek use its commercially reasonable efforts to the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by Cypresssuch Holder or Holders, Simtek will the Company shall: promptly give written notice of the proposed registration to all other Holders; and use its best efforts to effect, as soon as practicable, use its commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypress's such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within 20 days after receipt of such written notice from the Company; provided, however, that Simtek the Company shall not be obligated to effect any such registration, registration or qualification or compliance, pursuant to this Section 2.92.4: (1) if Form S-3 is not then available for such offering by Cypress (the Holder or Simtek is not eligible to use such Form S-3 for such offering)Holders; (2) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an anticipated aggregate offering price to the public (net of any underwriters' ’ discounts or commissions) of is less than $2 million1,000,000; (3) if Simtek shall furnish during the period starting with the date of the filing of, and ending on a date 120 days following the effective date of, a Company-initiated registration subject to Cypress a certificate signed by Section 2.3 above, provided that the Chief Executive Officer of Simtek stating that Company is actively employing in the good faith judgment of the Board of Directors of Simtek, it would be materially detrimental all reasonable efforts to Simtek and its stockholders for cause such Form S-3 Registration to be effected at such time, in which event Simtek shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of to become effective; or if the request of Cypress under this Section 2.9; provided, however, that Simtek shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek Company has, within the twelve (12) -month period preceding the date of such request, already effected two registrations one registration on Form S-3 for Cypress the Holders pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof2.4. Subject to the foregoing, Simtek the Company shall file a registration statement on Form S-3 covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of Cypressthe Holders. Simtek Registrations effected pursuant to this Section 2.4 shall bear not be counted as requests for registration effected pursuant to Section 2.2 or 2.3, respectively. Obligations of the Company. Whenever required under this Article II to effect any registration, the Company shall, as expeditiously as reasonably possible: prepare and pay all expenses incurred by it file with the SEC a registration statement and use its best efforts to cause such registration statement to become effective, and keep such registration statement effective for a period of 120 days or, if earlier, until the distribution contemplated in such registration statement has been completed; prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with any registration, filing or qualification such registration statement as may be necessary to comply with the provisions of Registrable the Securities Act with respect to the registrations pursuant disposition of all securities covered by such registration statement; furnish to Section 2.9 hereof the Selling Stockholders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of securities owned by them; use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Selling Stockholders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions; before filing the registration statement or any amendments or supplements thereto, furnish the Selling Stockholders with copies of all documents proposed to be filed, and afford counsel to the Selling Stockholders a reasonable opportunity to review and comment upon such documents; in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form (which right may be assigned as provided in Section 2.10 hereofincluding representations, warranties and indemnitees of the Company for the benefit of the underwriters and the Selling Stockholders), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant underwriter or underwriters of such offering; cause the securities covered by such registration statement to Section 2.9 hereof (be listed on each securities exchange or over-the-counter market on which right may be assigned the Company’s securities of the same class and series are then listed, or, if no such securities are then listed, the securities exchange or over-the-counter market as provided in Section 2.10 hereof), including (without limitation) all fees the Company and disbursements the Holders of its counsel. (b) If Cypress intends to distribute a majority of the Registrable Securities may mutually agree; notify each Selling Stockholder covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and use its request by means best efforts to furnish to the underwriters, on the date that securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9underwritten public offering, and Simtek (ii) a letter, dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering. Information by Holder. Any Selling Stockholder holding securities included in any registration effected under this Article II shall include promptly furnish to the Company such information in regarding itself, the written notice referred securities to in Section 2.9(a)be sold by it, and the intended method of disposition of such securities as shall be required to effect the registration of such stockholder’s securities.

Form S-3 Registration. (a) In case Simtek Subject to the conditions of this Section 1.12, if the Company shall receive from Cypress the Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding a written request or requests that Simtek use its commercially reasonable efforts to the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by Cypresssuch Holder(s), Simtek will as soon as practicablethen the Company shall (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders and (b) use its commercially reasonable efforts to effect effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypress's the Registrable Securities specified in such request, together with all or such portion of the Registrable Securities of any other Holder joining in such request as are specified in a written request given within fifteen (15) calendar days of the date the Company’s notice referred to in clause (a) of this sentence is given. (b) If the Holders requesting registration pursuant to this Section 1.12 intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their request made pursuant to this Section 1.12 and the Company shall include such requestinformation in the written notice referred to in clause (a) of Section 1.12(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Holders requesting registration. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 1.4(f)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.12, if the underwriter advises the Holders requesting registration in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Holders requesting registration shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Holders requesting registration, in proportion (as nearly as practicable) to the amount of Registrable Securities requested by each such Holder to be included in such underwriting. In no event shall (i) the amount of Registrable Securities of the Holders included in the offering be reduced unless the securities of all other selling stockholders are excluded from the offering and (ii) the amount of Registrable Securities of the Holders included in the offering that constitutes Conversion Stock be reduced unless the Registrable Securities of the Holders included in the offering that do not constitute Conversion Stock are excluded from the offering. (c) Notwithstanding the foregoing, if the Company shall furnish to the Holder(s) requesting a registration pursuant to this Section 1.12, a certificate signed by the Company’s President stating that in the good faith judgment of the Company’s Board of Directors, such registration would be seriously detrimental to the Company and its stockholders and that it is, therefore, essential to defer taking action with respect to such registration, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) calendar days after the date the request of the Holder(s) requesting a registration pursuant to this Section 1.12 is given; provided, however, that Simtek the Company shall not utilize this right more than once in any twelve (12) month period. (d) In addition, the Company shall not be obligated to effect effect, or to take any such registrationaction to effect, qualification or compliance, any registration pursuant to this Section 2.9: 1.12: (1i) if Form S-3 is not then available for such offering by Cypress the Holders; (or Simtek is not eligible to use such Form S-3 for such offering); (2ii) if Cypressthe Holders, together with the holders of any other securities of Simtek the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' underwriting discounts or and commissions) of less than $2 million; 1,000,000; (3iii) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the good faith judgment of the Board of Directors of Simtek, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of Cypress under this Section 2.9; provided, however, that Simtek shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek Company has, within the twelve six (126) month period preceding the date of such request, already effected two registrations one (1) registration on Form S-3 for Cypress the Holders pursuant to this Section 2.91.12; (iv) after the Company has effected two (2) registrations pursuant to this Section 1.12 and such registrations have been declared or ordered effective, provided that a registration shall not count as one of the registrations pursuant to this Section 1.12 unless holders of Registrable Securities are able to sell at least a majority of the shares of Registrable Securities included in such registration; (v) during the period starting with the date sixty (60) calendar days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) calendar days after the effective date of, any registration statement pertaining to a public offering of securities for the Company’s account; or provided that the Company is actively employing its commercially reasonable efforts to cause such registration statement to be effective; or (5vi) in any particular jurisdiction in which Simtek the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during compliance unless the period ending one hundred eighty (180) days after the effective date of a registration statement Company is already subject to Section 2.1 hereof. Subject to service in such jurisdiction and except as may be required by the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all Act. (e) All expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations a registration requested pursuant to this Section 2.9 hereof 1.12 (which right may be assigned as provided in Section 2.10 hereofother than underwriting discounts and commissions), including (without limitation) all registration, filing, and qualification qualification, printer’s fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counsel. counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders (b) If Cypress intends to distribute designated by the holders of at least a majority of the Registrable Securities covered to be included therein), shall be borne by its request by means the Company; provided, however, that the Company shall not be required to pay for any expenses of an underwriting, it shall so advise Simtek as part of its request made any registration proceeding begun pursuant to this Section 2.91.12 if the registration request is subsequently withdrawn at the request of the Holders of at least a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), and Simtek shall include unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to this Section 1.12; provided further, however, that if at the time of such information withdrawal, the Holders have learned of a material adverse change in the written notice referred condition, business, or prospects of the Company from that known to in the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to this Section 2.9(a)1.12. Registrations effected pursuant to this Section 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form S-3 Registration. (a) In case Simtek shall receive from Cypress If the Company receives a written request from a Holder or requests Holders that Simtek use its commercially reasonable efforts the Company file a registration statement on Form S-3 under the Securities Act covering the registration of Registrable Securities having an aggregate offering price to effect a the public in excess of $500,000, then the Company will, within 10 days of the receipt thereof, given written notice of such request to all other Holders and effect, as soon as practicable, the registration on Form S-3 and under the Securities Act of all Registrable Securities that the Holders request to be registered. Each Holder desiring to include in any related qualification or compliance with respect to such registration statement all or a any part of the Registrable Securities owned held by Cypressit will, Simtek will as soon as practicablewithin 15 days after the above-described notice from the Company, use its commercially reasonable efforts so notify the Company in writing. (b) If the Initiating Holders intend to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate distribute the sale and distribution of all or such portion of Cypress's Registrable Securities covered by their request by means of an underwriting, they will so advise the Company as are specified in such request; provided, however, that Simtek shall not be obligated to effect any such registration, qualification or compliance, part of their request made pursuant to this Section 2.9: 2.4 and the Company will include such information in the written notice referred to in Section 2.4(a). In such event, the right of any Holder to include its Registrable Securities in such registration will be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting will enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters will be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company will so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting will be allocated first, to the holders of Common Stock issued or issuable upon conversion of Series J Preferred Stock who have exercised registration rights pursuant to Section 2.3 of the Investors Rights Agreement dated as of September 30, 1997; and, second, to the Holders of Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting will be withdrawn from the registration. Notwithstanding the foregoing, the Company may, if approved by its Board of Directors, unilaterally amend this Section from time to time to provide purchasers of Equity Securities issued after May 31, 1998 with allocation rights prior to those of Holders; provided that such rights may not have priority over the rights of Holders to register Series K Securities hereunder. (c) The Company will not be required to effect a registration pursuant to this Section 2.4: (1) if Form S-3 (or any similar form) is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); the Holders; (2) if Cypress, together with the holders Company has effected two or more registrations pursuant to this Section 2.4 within the 12 months preceding receipt of any other securities of Simtek entitled to inclusion the request described in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 millionSection 2.4(a); or (3) if Simtek shall furnish the Company furnishes to Cypress the Holders a certificate signed by the Chief Executive Officer Board of Simtek Directors stating that in the good faith judgment of the Board of Directors of Simtekthe Company, it would be materially seriously detrimental to Simtek the Company and its stockholders shareholders for such Form S-3 Registration registration to be effected at such time, in which event Simtek shall the Company will have the right to defer the such filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of Cypress under this Section 2.9the Initiating Holders; provided, however, provided that Simtek shall not utilize this such right to delay a request will be exercised by the Company no more than once twice in any twelve month period and provided further that Simtek one-year period. (d) Notwithstanding anything else contained in this Agreement, no Holder shall be permitted to cause the registration of any Registrable Securities at any time when holders of Series J Preferred Stock of the Company would not register any securities for the account be permitted to cause registration of itself Common Stock issued or any other stockholder during such sixty (60) day period (other than a registration relating solely issuable upon conversion thereof pursuant to the sale Investors Rights Agreement dated as of September 30, 1997 among such holders and the Company. (e) the Company covenants that it will, at any time when the Company is otherwise eligible to register securities of participants in a Simtek stock planon Form S-3, a registration relating use its best efforts to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be timely file all reports required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection filed with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements SEC under the Securities Exchange Act of its counsel1934. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9, and Simtek shall include such information in the written notice referred to in Section 2.9(a).

Form S-3 Registration. Within one (a1) In case Simtek day of the date of this Agreement, the Company shall receive from Cypress file with the SEC a written request or requests that Simtek use its commercially reasonable efforts to effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of registration statement covering the Registrable Securities owned by Cypress, Simtek will and as soon as practicablepracticable thereafter, use its commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypress's the Registrable Securities as are specified in such requestSecurities; provided, however, that Simtek the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 2.9: (1) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the good faith judgment of the Board of Directors of Simtek, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of Cypress under this Section 2.9; provided, however, that Simtek shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (5) 2.2 in any particular jurisdiction in which Simtek the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) . Notwithstanding any other provision of this Agreement, the Stockholders understand that there may be periods during which the period ending one hundred eighty (180) days after Company's Board of Directors may determine, in good faith, that it is in the effective date best interest of a the Company and its stockholders to defer disclosure of material non-public information and that during such periods sales of Registrable Securities and the effectiveness of any registration statement subject covering Registrable Securities may be suspended or delayed. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that upon receipt of any notice from the Company of the development of any material non-public information, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to Section 2.1 hereofthe registration statement relating to such Registrable Securities until such holder's receipt of copies of an appropriately supplemented or amended prospectus (the "Blackout Period") and, if so directed by the Company, such holder will use its best efforts to deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such holder's possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. Subject to Notwithstanding the foregoing, Simtek (i) the aggregate duration of all Blackout Periods in any ninety (90) day period shall file a registration statement covering not exceed thirty (30) days, and (ii) no Blackout Period will be imposed during the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt five (5) trading days following the effectiveness of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counselregistration statement. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9, and Simtek shall include such information in the written notice referred to in Section 2.9(a).

Form S-3 Registration. (a) In case Simtek shall receive from Cypress If the Company receives a written request from a Holder or requests Holders that Simtek use its commercially reasonable efforts the Company file a registration statement on Form S-3 under the Securities Act covering the registration of Registrable Securities having an aggregate offering price to effect a the public in excess of $500,000, then the Company will, within 10 days of the receipt thereof, give written notice of such request to all other Holders and effect, as soon as practicable, the registration on Form S-3 and under the Securities Act of all Registrable Securities that the Holders request to be registered. Each Holder desiring to include in any related qualification or compliance with respect to such registration statement all or a any part of the Registrable Securities owned held by Cypressit will, Simtek will as soon as practicablewithin 15 days after the above-described notice from the Company, use its commercially reasonable efforts so notify the Company in writing. (b) If the Initiating Holders intend to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate distribute the sale and distribution of all or such portion of Cypress's Registrable Securities covered by their request by means of an underwriting, they will so advise the Company as are specified in such request; provided, however, that Simtek shall not be obligated to effect any such registration, qualification or compliance, a part of their request made pursuant to this Section 2.9: 2.4 and the Company will include such information in the written notice referred to in Section 2.4(a). In such event, the right of any Holder to include its Registrable Securities in such registration will be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting will enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters will be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company will so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting will be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting will be withdrawn from the registration. (c) The Company will not be required to effect a registration pursuant to this Section 2.4: (1) if Form S-3 (or any similar form) is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); the Holders; (2) if Cypress, together with the holders Company has effected two or more registrations pursuant to this Section 2.4 within the 12 months preceding receipt of any other securities of Simtek entitled to inclusion the request described in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 millionSection 2.4(a); or (3) if Simtek shall furnish the Company furnishes to Cypress the Holders a certificate signed by the Chief Executive Officer Board of Simtek Directors stating that in the good faith judgment of the Board of Directors of Simtekthe Company, it would be materially seriously detrimental to Simtek the Company and its stockholders shareholders for such Form S-3 Registration registration to be effected at such time, in which event Simtek shall the Company will have the right to defer the such filing of the Form S-3 registration statement for a period of not more than sixty (60) 90 days after receipt of the request of Cypress under this Section 2.9the Initiating Holders; provided, however, provided that Simtek shall not utilize this such right to delay a request will be exercised by the Company nor more than once twice in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counselone-year period. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9, and Simtek shall include such information in the written notice referred to in Section 2.9(a).

Form S-3 Registration. Within thirty (a30) In case Simtek days of the Effective Date, the Company shall receive from Cypress a written request or requests that Simtek use its commercially reasonable efforts to effect file with the SEC a registration statement on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by Cypress, Simtek will as soon as practicable, use its commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit then outstanding or facilitate thereafter issued upon conversion of Series A Preferred Stock issued upon exercise of the sale and distribution of all or such portion of Cypress's Registrable Securities as are specified in such requestWarrants; provided, however, that Simtek the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 2.9: (1) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the good faith judgment of the Board of Directors of Simtek, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of Cypress under this Section 2.9; provided, however, that Simtek shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (5) 2.2 in any particular jurisdiction in which Simtek the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during . The Company shall use best efforts to have the period ending S-3 Registration Statement declared effective by the SEC within one hundred eighty twenty (180120) days after of the Effective Date and shall leave such Registration Statement in effect until the second anniversary of the Effective Date, by which time the Company shall use best efforts to have a second S-3 Registration Statement declared effective date by the SEC and shall leave such S-3 Registration Statement in effect until the fourth anniversary of a the Effective Date. The Company's obligations to keep any S-3 Registration Statement effective shall cease as to any shares that become saleable under Rule 144(k) promulgated under the Securities Act. If for any reason either registration statement subject is suspended, the Company shall use best efforts to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a cause such registration statement covering to become effective again at the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of earliest possible date following the request of Cypresseither of the Investors. Simtek In the event the that the S-3 Registration Statement is not declared effective by the SEC within one hundred twenty (120) days of the Effective Date, as relief for the damages to the Holders by reason of any such delay in or reduction of their ability to sell any of their Registrable Securities (which remedy shall bear not be exclusive of any other remedies available at law and in equity), the Company shall pay to the Holders on a pro rata basis relative to the number of Registrable Securities held by each Holder an aggregate amount in cash equal to fifty thousand dollars ($50,000) and an additional fifty thousand dollars ($50,000) for each of the following full months that elapse thereafter during which the S-3 Registration Statement declared is not declared effective by the SEC, provided that in no event shall all such payments pursuant to this paragraph exceed two hundred fifty thousand dollars ($250,000). Such payment shall be paid on the last day of the calendar month after which such payment is incurred. The Company shall pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations required pursuant to this Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof)2.2, including (without limitation) limitation all filing, registration and qualification, printers' and accounting fees and the reasonable fees and disbursements of its counsel. one (b1) If Cypress intends counsel for each Asia Pacific, Vertex and any other selling Holders (not to distribute exceed $15,000), which may be counsel for the Registrable Securities covered by its request by means of an underwritingCompany, it shall so advise Simtek as part of its request made and counsel for the Company (but excluding underwriters' discounts and commissions). Each Holder participating in the registration pursuant to this Section 2.92.2 shall bear such Holder's proportionate share (based on the number of shares sold by such Holder over the total number of shares included in such registration at the time it goes effective) of all discounts, and Simtek shall include commissions or other amounts payable to underwriters or brokers in connection with such information in the written notice referred to in Section 2.9(a)offering.

Form S-3 Registration. (a) In case Simtek On or prior to the 90th calendar day following the Closing Date, the Company shall receive from Cypress a written request or requests that Simtek use its commercially reasonable efforts to effect file with the SEC a registration statement on Form S-3 S–3 (or any successor form to Form S–3) pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) covering the offer and any related qualification or compliance with respect to all or a part sale of the Registrable Securities owned by Cypressthe Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in the Shelf Registration Statement and, Simtek will as soon as practicablethereafter, shall use its commercially reasonable best efforts to effect cause such registration and all such qualifications and compliances Shelf Registration Statement to be declared effective under the Securities Act as may quickly as possible but in any event no later than 180 calendar days after the date of filing of the Shelf Registration Statement. (b) Notwithstanding Section 2.2(a), the Company shall be so requested and as would permit or facilitate entitled to postpone the sale and distribution declaration of all or such portion effectiveness of Cypress's Registrable Securities as are specified the Shelf Registration Statement for a reasonable period of time, but not in such request; provided, however, excess of 45 days after the date the SEC has informed the Company that Simtek shall the Shelf Registration Statement will not be obligated to effect any such registration, qualification reviewed or compliance, pursuant to this Section 2.9: (1) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypress, together that the SEC has no further comments with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price regard to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) Shelf Registration Statement, if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the good faith judgment of the Board of Directors of Simtekthe Company (the “Board”), it acting in good faith and following consultation with legal counsel, determines that there exists material non-public information about the Company which the Board does not wish to disclose in a Prospectus, which information would otherwise be materially detrimental to Simtek and its stockholders for such Form S-3 Registration required to be effected at disclosed in any Prospectus filed with the SEC by the Company. (c) Subject to Sections 2.2(b) and 2.2(e), the Company shall be required to keep such time, Shelf Registration Statement continuously effective under the Securities Act in which event Simtek shall have order to permit the right Prospectus forming a part thereof to defer the filing of the Form S-3 registration statement for a be useable by Holders until such time as there are no outstanding Registrable Securities (such period of not more than sixty effectiveness, the “Shelf Period”). (60d) days after receipt of The Company shall: (i) Notify the request of Cypress under this Section 2.9; providedselling Holders, however, that Simtek shall not utilize this right more than once in at any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than time when a registration prospectus relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating Shelf Registration Statement is required to a corporate reorganization or transaction be delivered under Rule 145 of the Securities Act, of the happening of any event as a registration on any form that does not include substantially result of which the same information as would be required to be prospectus included in or relating to the Shelf Registration Statement contains an untrue statement of a registration statement covering material fact or omits to state a material fact necessary to make the sale statements therein in light of the circumstances under which they were made not misleading; and, thereafter, the Company will promptly (and in any event within 10 business days) prepare (and, when completed, give notice to each selling Holder) a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or a registration omit to state any fact necessary to make the statements therein in light of the circumstances under which they were made not misleading; and (ii) Use reasonable best efforts to register and qualify the only Common Stock being registered is Common Stock issuable upon conversion of debt Registrable Securities covered by the Shelf Registration Statement under such other securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date or blue sky laws of such requestjurisdictions as shall be appropriate in the opinion of the Company, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to execute file a general consent to service of process in effecting any such registrationstates or jurisdictions, qualification or compliance; or and provided further that (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject notwithstanding anything in this Agreement to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities contrary with respect to the registrations pursuant to Section 2.9 hereof (bearing of expenses) if any jurisdiction in which right may any of such Registrable Securities shall be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress qualified shall bear and pay all require that expenses incurred by it in connection with the registrations qualification therein of any such Registrable Securities must be borne by the selling Holders and may not be paid or reimbursed by the Company, then the selling Holders shall, to the extent required by such jurisdiction, pay their pro rata share of such qualification expenses. (e) The Holder agrees that, upon receipt of any notices from the Company of (i) the happening of any event which makes any statements made in the Shelf Registration Statement or related prospectus filed pursuant to this Agreement, or any document incorporated or deemed to be incorporated therein by reference, untrue in any material respect or which requires the making of any changes in such Shelf Registration Statement or prospectus so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstance under which they were made not misleading or (ii) that, in the judgment of the Company’s Board of Directors, it is advisable to suspend use of the prospectus for a discrete period of time due to pending corporate developments which are or may be material to the Company but have not been disclosed in the Shelf Registration Statement or in relevant public filings with the SEC, or (iii) the SEC has issued a stop order suspending the effectiveness of the Shelf Registration Statement, the Holder will forthwith discontinue disposition of the Shares covered by such Shelf Registration Statement or prospectus until it is advised in writing by the Company that use of the applicable prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. The Company shall use reasonable best efforts to insure that the use of the prospectus may be resumed as soon as practicable, and in any event shall not be entitled to require the Holder to suspend use of the prospectus, and shall not permit the Holder’s selling pursuant to the prospectus to be suspended, for more than 30 consecutive days or more than an aggregate of 90 days in any twelve month period. (f) The Company will cause its Common Stock to continue to be registered under Section 12(g) or 12(b) of the Exchange Act, will comply in all respects with its reporting and filing obligations under the Exchange Act, and will not take any action nor file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act. The Company will use its reasonable best efforts to continue the listing and trading of the Common Stock on the New York Stock Exchange or other comparable trading market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the NASD and the relevant exchange. The Company’s obligations under this Section 2.2(f) shall not apply in the case of a Fundamental Change or other similar event in which the Common Stock shall as a result cease to be required to be registered under Section 12(g) or 12(b) of the Exchange Act. (g) Promptly after the Closing Date the Company will issue to the transfer agent for its Common Stock (and to any substitute or replacement transfer agent for its Common Stock coterminous with the Company’s appointment of any such substitute or replacement transfer agent) instructions as set forth below. Such instructions shall be irrevocable by the Company from and after the issuance thereof. The intent and purpose of such instructions shall be to require the transfer agent for the Common Stock from time to time to issue certificates evidencing Registrable Securities free of the Legend during the following periods and under the following circumstances and without consultation by the transfer agent with Company or its counsel and without the need for any further advice or instruction to the transfer agent by or from the Company or its counsel: (i) At any time from and after the effectiveness of the Shelf Registration Statement, and so long as the Shelf Registration Statement continues to be effective and (1) no suspension period pursuant to Section 2.9 hereof 2.2(e) of this Agreement is then in effect, and (2) no stop order, injunction or other order of the SEC or other applicable governmental authority with appropriate jurisdiction is then in effect suspending effectiveness of the Shelf Registration Statement, upon any surrender of one or more certificates evidencing Registrable Securities and which right may bear the Legend, to the extent accompanied by a notice requesting the issuance of new certificates free of the Legend to replace those surrendered; and (ii) At any time from and after the Closing Date, upon any surrender of one or more certificates evidencing Registrable Securities and which bear the Legend, to the extent accompanied by a notice requesting the issuance of new certificates free of the Legend to replace those surrendered and containing or also accompanied by representations, and an opinion of counsel, if such shall be assigned as provided required by the transfer agent, that the intended sale or other disposition of such stock, whether or not pursuant to the Shelf Registration Statement, will not be a sale or disposition subject to the registration requirements of the Securities Act. (h) The Company agrees that upon conversion of the Notes or Shares, or the exercise of the Warrants, into Common Stock in Section 2.10 hereof)accordance with the respective terms of the Notes, including (Certificate of Designations of the Shares and Warrants, the Company will issue to the transfer agent irrevocable instructions requiring the transfer agent for the Common Stock to issue certificates evidencing the Common Stock issuable upon such conversion or such exercise without limitation) all fees and disbursements of the need for any further advice or instruction to the transfer agent by or from the Company or its counsel. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9, and Simtek shall include such information in the written notice referred to in Section 2.9(a).

Form S-3 Registration. (a) In case Simtek If, at any time when Form S-3 is available for such registration and subject to the terms of Section 2 of the Stockholders' Agreement, the Company shall receive from Cypress any Institutional Investor or TPC a written request or requests that Simtek use its commercially reasonable efforts to the Company effect a registration on Form S-3 and of any related qualification or compliance with respect of such holder's Restricted Stock, the Company will promptly give written notice of the proposed registration to all or a part other holders of the Registrable Securities owned by CypressRestricted Stock, Simtek will and, as soon as practicable, use its commercially reasonable efforts to effect such registration and all such related qualifications and compliances as may be so reasonably requested and as would permit or facilitate the sale and distribution of all or such portion of Cypress's Registrable Securities Restricted Stock as are specified in such request; provided, however, that Simtek request and any written requests of other holders given within 20 days after receipt of such notice. The Company shall not be obligated have no obligation to effect any such registration, qualification or compliance, a registration under this Section 5 unless the aggregate offering price of the securities requested to be sold pursuant to this Section 2.9: (1) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypressregistration is, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the good faith judgment of the Board of Directors of SimtekCompany, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration expected to be effected at equal to or greater than $10 million. If such timeregistration shall be an underwritten public offering, in the Company may designate the managing underwriter of such offering which event Simtek shall have be a firm of recognized national standing, subject to the right to defer the filing approval of the Form S-3 registration statement for selling holders of a period of not more than sixty (60) days after receipt majority of the request of Cypress under this Section 2.9; providedRestricted Stock included in the offering, however, that Simtek which approval shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account be unreasonably withheld. The number of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale shares of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required Restricted Stock to be included in a registration statement covering the sale such an underwriting may be reduced (pro rata among all of the Registrable Securities, or a registration in which requesting holders based on the only Common Stock being registered is Common Stock issuable upon conversion number of debt securities that are also being registered); (4shares owned by each requesting holder) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject and to the foregoing, Simtek extent that the managing underwriter shall file a registration statement covering be of the Registrable Securities and other opinion that such inclusion would adversely affect the marketing of the securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counselsold therein. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made Registrations effected pursuant to this Section 2.9, and Simtek 5 shall include such information not be counted as requests for registration pursuant to Section 4. The Company shall not be obligated to effect more than one registration pursuant to this Section 5 in the written notice referred to in Section 2.9(a)any six month period.

Form S-3 Registration. Any Holder (aan “Initiating Form S-3 Holder”) In case Simtek shall receive from Cypress may request at any time following the Company’s IPO that the Company file a written request or requests that Simtek use its commercially reasonable efforts to effect a registration Registration Statement under the Securities Act on Form S-3 and any related qualification (or compliance with respect to similar or successor form) covering the sale or other distribution of all or a part any portion of the Registrable Securities owned held by Cypresssuch Initiating Form S-3 Holder pursuant to Rule 415 under the Securities Act (“Form S-3 Demand”) if (i) the reasonably anticipated aggregate gross proceeds from the sale of such Registrable Securities would equal or exceed $1,000,000, Simtek will as soon as practicable(ii) the Company is a registrant qualified to use Form S-3 (or any similar or successor form) to register such Registrable Securities and (iii) the plan of distribution of the Registrable Securities is other than pursuant to an underwritten public offering. If such conditions are met, the Company shall use its commercially reasonable best efforts to effect register under the Securities Act on Form S-3 (or any similar or successor form) at the earliest practicable date, for sale in accordance with the method of disposition specified in the Form S-3 Demand, the number of Registrable Securities specified in such registration Form S-3 Demand. In connection with a Form S-3 Demand, the Company agrees to include in the prospectus included in any Registration Statement on Form S-3, such material describing the Company and all such qualifications and compliances as may be so requested and as would permit or intended to facilitate the sale and distribution of all or such portion of Cypress's Registrable Securities securities being so registered as are specified in such request; provided, however, that Simtek shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.9: (1) if is reasonably requested for inclusion therein by the Initiating Form S-3 is Holders, whether or not then available for such offering by Cypress (or Simtek is not eligible the rules applicable to use such preparation of Form S-3 for require the inclusion of such offering); (2) information. Notwithstanding the foregoing, the Company may delay making a filing of a Registration Statement or taking action in connection therewith by not more than 60 calendar days after receipt of the Form S-3 Demand Request if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress Company provides a written certificate signed by the Chief Executive Officer and Chief Financial Officer of Simtek the Company to the Initiating Form S-3 Holders, prior to the time it would otherwise have been required to file such Registration Statement or take such action pursuant to this Section 2.4, stating that the Board has determined in the good faith judgment of the Board of Directors of Simtek, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek shall have the right that a Valid Business Reason exists to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of Cypress under this Section 2.9Registration Statement; provided, however, that Simtek such right to delay a Form S-3 Demand Request shall be exercised by the Company not utilize this right more than once in any twelve 12 month period and provided further that Simtek the Company shall not register any securities for only have the account of itself or any other stockholder right to delay a Form S-3 Demand Request so long as such Valid Business Reason exists, and during such sixty (60) day period (time, the Company may not file a Registration Statement for securities to be issued and sold for its own account or for that of anyone other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does Holders. Form S-3 Demands will not include substantially the same information as would be required deemed to be included Demand Requests as described in a registration statement covering Section 2.2 hereof and Holders shall have the sale right to request an unlimited number of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counselDemands. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9, and Simtek shall include such information in the written notice referred to in Section 2.9(a).

Form S-3 Registration. (a) In case Simtek the event Seller shall duly elect to receive from Cypress a written request or requests that Simtek use its commercially reasonable efforts to effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part portion of the Registrable Securities owned by Cypress, Simtek will as soon as practicable, use its commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypress's Registrable Securities as are specified in such request; provided, however, that Simtek shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.9: (1) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that Purchase Price in the good faith judgment form of the Board of Directors of SimtekPurchaser's common stock, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of Cypress under this Section 2.9; provided, however, that Simtek shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt the Closing Date, but in any event, within five Business Days thereafter, Purchaser shall prepare and file with the Securities and Exchange Commission a Registration Statement (the "Registration Statement") on Form S-3 (or any successor or other appropriate form) for resale of the request shares of Cypress. Simtek Purchaser common stock delivered to Seller in accordance with Section 2.3 hereof, and shall bear use its best efforts to have such filing declared effective under the Act as promptly as practicable thereafter and pay all expenses incurred to continue the effectiveness of such registration until the first anniversary of the Effective Time of Closing (plus the amount of time by it which the filing of the Registration Statement is delayed or during which the sales are suspended by Seller, in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned each case as provided below in this Section 2.10 hereof2.12), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counsel. (b) If Cypress intends For purposes of the Registration Statement, Seller agrees to distribute provide Purchaser not later than May 29, 2000, a consolidated balance sheet and income statement for the Registrable Business, audited by Deloitte & Touche, LLP, for the year ended December 31, 1999 (the "Audited Statement for the Business"). The Audited Statement for the Business shall be prepared in compliance with Sections 3-05 and 3-13 of Regulation S-X under the Securities covered by its request by means Exchange Act of an underwriting1934, it shall so advise Simtek as part of its request made pursuant amended. Notwithstanding Purchaser's agreement to this Section 2.9file the aforementioned Registration Statement as quickly as practicable and in any event within five Business Days after the Closing, and Simtek shall include such information filing may be delayed until 10 Business days after Purchaser receives from Seller the Audited Statement for the Business. It is understood that the Audited Statement for the Business may differ in certain respects from the customer income statements included in the written notice Financial Statements due to certain adjustments and allocations associated with the preparation of financial statements of a portion of a business. The representations and warranties in Section 3.7 hereof in respect of the Financial Statements shall not be deemed to be breached solely because of the existence of any such difference. Purchaser shall pay for all costs of auditing the Audited Statement for the Business referred to in this Section 2.9(a)2.12, provided Purchaser is allowed to participate in all fee arrangement discussions with the auditing firm. (c) Purchaser may postpone, for up to sixty (60) days, the filing of the Registration Statement if such registration would give rise to a disclosure obligation that would not be in the best interest of Purchaser's shareholders. If, after the Registration Statement becomes effective, the continuation of the Registration Statement would give rise to a disclosure obligation that would not be in the best interest of Purchaser's shareholders or if Purchaser considers it necessary for the Registration Statement to be amended, Seller shall suspend sales until Purchaser advises Seller that such disclosure has been made or is no longer required, or the Registration Statement has been amended, as the case may be, but in any event, not for more than 60 days. Purchaser shall promptly notify Seller of any event, and use its reasonable best efforts to minimize any such postponement or suspension. As of the date hereof, Purchaser is unaware of any fact, circumstance or event which would be the basis for postponing the filing of the Registration Statement. The certificates for the shares which are sold pursuant to such registration shall be free of any legend relating to transfer restrictions. Seller agrees that no more than 10,000 shares will be sold pursuant to such registration in any one trading day until September 30, 2000, after which time ▇▇▇▇▇▇ ▇▇▇ sell the shares without regard to such volume restriction. (d) Seller shall pay one-half of all out-of-pocket expenses incurred by Purchaser in connection with the preparation and filing of the Registration Statement, but not more than US$12,500.

Form S-3 Registration. As soon as practicable after June 8, 2022 (a) In case Simtek but in no event later than June 22, 2022), the Company shall receive from Cypress a written request or requests that Simtek use its commercially reasonable efforts to effect file a registration statement on Form S-3 and any related qualification or compliance with respect to all or a part the resale of the Registrable Securities owned by Cypressas set forth on Exhibit A on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”), Simtek will and shall use all reasonable efforts to, as soon as practicablepracticable thereafter, use its commercially reasonable efforts cause the Initial Registration Statement to effect such registration and all such qualifications and compliances as may be so requested and as would declared effective to permit or facilitate the offer, sale and distribution of all or such portion of Cypress's Registrable Securities as are specified in such request; provided, however, that Simtek shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.9: (1) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the good faith judgment of the Board of Directors of Simtek, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of Cypress under this Section 2.9; provided, however, that Simtek shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, subject to the conditions and limitation set forth herein. Any Indemnity ADSs (prior to their Release from Indemnity pursuant to the Merger Agreement) and those Acquirer ADSs subject to the Company’s right of repurchase pursuant to any Employment Agreement, Non-Competition Agreement or a Lockup Agreement applicable to any particular Investor, as set forth on Exhibit A, shall continue to bear applicable legends following their registration in which until removed pursuant to Section 4.9 of the only Common Stock being registered is Common Stock issuable upon conversion Merger Agreement. Within 60 days of debt securities that are also being registered); (4) if Simtek hasany Milestone Payment, within the twelve (12) month period preceding the date of such request, already effected two registrations Company shall file an additional registration statement on Form S-3 for Cypress or a prospectus supplement thereto, and any related qualification or compliance with respect to the resale of the Acquirer ADSs included in such Milestone Payment (on a delayed or continuous basis pursuant to this Section 2.9; or Rule 415 under the Securities Act (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute each, a general consent to service of process in effecting such registration“Milestone Registration Statement” and together with the Initial Registration Statement, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing“Registration Statement”), Simtek and shall file a registration statement covering the Registrable Securities and other securities so requested to be registered use all reasonable efforts to, as soon as practicable after thereafter, cause such Milestone Registration Statement to be declared effective to permit or facilitate the offer, sale and distribution of such Acquirer ADSs, subject to the conditions and limitation set forth herein. ​ The Company will notify the Securityholder Agent in writing at least ten (10) days prior to the filing of a Registration Statement (the “Registration Notice”) and will afford the Securityholder Agent an opportunity to review, and comment on, such Registration Statement and provide necessary information on the Investors per Section 2.4(b) within seven (7) days of receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counsel. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9, and Simtek shall include such information in the written notice referred to in Section 2.9(a).Registration ​ ​

Form S-3 Registration. (a) In case Simtek the Borrower shall receive from Cypress any --------------------- Holder or Holders a written request or requests that Simtek use its commercially reasonable efforts to the Borrower effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by Cypresssuch Holder or Holders, Simtek will the Borrower will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) as soon as practicable, use its commercially reasonable efforts to effect and keep effective such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypresssuch Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 days after receipt of such written notice from the Borrower; provided, however, that Simtek the Borrower shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.912: (1) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering)the Holders; (2) if Cypressthe Holders, together with the holders of any other securities of Simtek the Borrower entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million500,000; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the good faith judgment of the Board of Directors of Simtek, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of Cypress under this Section 2.9; provided, however, that Simtek shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek Borrower has, within the twelve (12) six-month period preceding the date of such request, already effected two registrations one registration on Form S-3 for Cypress the Holders pursuant to this Section 2.912; or (54) in any particular jurisdiction in which Simtek the Borrower would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or . (6c) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek the Borrower shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of Cypressthe Holders. Simtek shall bear and pay all All expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations a registration requested pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof)12, including (without limitation) all registration, filing, and qualification feesqualification, printers printer's and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all reasonable fees and disbursements of its counsel. (b) If Cypress intends to distribute counsel for the Borrower, but excluding any underwriters' discounts or commissions associated with Registrable Securities covered and fees and expenses of counsel for any selling Holder (if other than counsel to the Borrower), shall be borne by its request by means of an underwriting, it shall so advise Simtek as part of its request made the Borrower. Registrations effected pursuant to this Section 2.912 shall not be counted as demands for registration or registrations effected pursuant to Sections 2 or 3, and Simtek shall include such information in the written notice referred to in Section 2.9(a)respectively.

Form S-3 Registration. The Company shall (aX) In case Simtek shall receive from Cypress a written request or requests that Simtek use its commercially reasonable efforts to effect file a registration statement on Form S-3 and any related qualification or compliance with respect to all or a part of covering the Registrable Securities owned by Cypresswithin 7 calendar days of the Closing (except that if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, Simtek will then within 20 calendar days of notice of same from the SEC the Company shall file a registration statement on Form S-1 covering the Registrable Securities) (the “Registration Statement”) and (Y) cause the Registration Statement to be declared effective as soon as practicable, use its commercially reasonable efforts to effect possible following the filing (and in any event within 120 calendar days following the date of such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypress's Registrable Securities as are specified in such requestfiling; provided, however, that Simtek shall in the event the SEC determines to review the Registration Statement, then to cause the Registration Statement to be declared effective within 10 business days after receiving notice from the SEC that the Registration Statement will not be obligated subject to effect any such registration, qualification or compliance, further review (the “Effectiveness Deadline”)). All expenses incurred in connection with a registration pursuant to this Section 2.9: (1) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the good faith judgment of the Board of Directors of Simtek, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of Cypress under this Section 2.9; provided, however, that Simtek shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof)1.2, including (without limitation) all registration, filing, and qualification feesqualification, printers printer, legal and accounting fees relating or apportionable theretoshall be borne by the Company. Cypress The Company shall bear and not be required to pay all any selling expenses incurred by it in connection with of the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof)Stockholder, including (without limitation) all fees and disbursements of its counsel. (b) If Cypress intends any underwriters’ or brokers’ fees, discounts or commissions relating to distribute the Registrable Securities covered by its request by means Securities, or the fees or expenses of an underwriting, it shall so advise Simtek as part of its request made pursuant separate counsel to this Section 2.9, and Simtek shall the Stockholder. The Company may include such information in the written notice referred Registration Statement other shares of Common Stock of the Company up to a maximum of 5,000,000 additional shares (for a maximum total of 7,500,000 shares) as it determines in Section 2.9(a)its sole discretion; provided, however, that the inclusion of such other securities shall not in any way limit the number of shares registered under the Registration Statement by the Stockholder or modify the Company’s obligations to the Stockholder hereunder. The Company will use its best effort to respond to all requests or comments by the SEC not later than the earlier of the date due or 10 business days from receipt of the request.

Form S-3 Registration. On or prior to the date that is 120 days following the date of this Agreement, (athe “Target Filing Date”), if the Company is eligible to use Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities, the Company shall register under the Securities Act on Form S-3 (an “S-3 Registration”) In case Simtek the sale of all of the Registrable Securities owned by the Designated Stockholders on the date hereof (which S-3 Registration shall receive from Cypress be a written request or requests that Simtek shelf registration pursuant to Rule 415 promulgated under the Securities Act). Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to effect file a registration on Form Registration Statement relating to the S-3 Registration (taking into account, among other things, accounting and any related qualification or compliance with respect regulatory matters) and to all or a part of the Registrable Securities owned by Cypress, Simtek will as soon as practicable, use its commercially reasonable efforts to effect cause such registration Registration Statement to become effective, in each case, as promptly as practicable but in no event later than one hundred twenty days after the Target Filing Date. Subject to the terms of this Agreement, if the Registration Statement for an S-3 Registration ceases to be effective after the third anniversary of its effectiveness, if the Company is eligible to use Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities, at the written request of the Majority Designated Stockholders, the Company shall use its commercially reasonable efforts to file a new Registration Statement relating to the S-3 Registration (taking into account, among other things, accounting and all regulatory matters) and to use its commercially reasonable efforts to cause such qualifications and compliances Registration Statement to become effective, in each case, as may promptly as practicable but in no event later than one hundred twenty days after the prior Registration Statement ceases to be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypress's Registrable Securities as are specified in such requesteffective; provided, however, that Simtek shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.9: (1) if Form S-3 is not then available the Designated Stockholders request for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in the new Registration Statement relating to such registration, propose to sell S-3 Registration at least $20,000,000 of Registrable Securities and such other securities (if any) at an aggregate price to calculated based upon the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the good faith judgment Market Price of the Board of Directors of SimtekRegistrable Securities on the date which the Majority Designated Stockholders make such request). If the Majority S-3 Participating Stockholders request, it would be materially detrimental to Simtek and its stockholders for if the Company is a Well-Known Seasoned Issuer, the Company shall cause such Form S-3 Registration to be effected at such time, in which event Simtek shall have made pursuant to an Automatic Shelf Registration Statement and may omit the right to defer the filing names of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt Participating Stockholders and the amount of the request of Cypress Registrable Securities to be offered thereunder. Any Registration Statement filed under this Section 2.9; provided, however, that Simtek 5(a) shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than be referred to as a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on “Form S-3 for Cypress pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counselShelf Registration Statement. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9, and Simtek shall include such information in the written notice referred to in Section 2.9(a).”

Form S-3 Registration. (a) In case Simtek Any Requesting Holder (an "INITIATING FORM S-3 HOLDER") may request at any time that the Company file a Registration Statement under the Securities Act on Form S-3 (or similar or successor form) covering the sale or other distribution of all or any portion of the Registrable Securities held by such Initiating Form S-3 Holder pursuant to Rule 415 (or any similar provision then in force) under the Securities Act ("FORM S-3 DEMAND") if (i) the reasonably anticipated aggregate gross proceeds would equal or exceed $1,000,000, (ii) the Company is a registrant qualified to use Form S-3 (or any similar or successor form) to register such Registrable Securities and (iii) the plan of distribution of the Registrable Securities is other than pursuant to an underwritten public offering. If such conditions are met, the Company shall receive from Cypress a written request or requests that Simtek use its commercially reasonable efforts to effect a registration register under the Securities Act on Form S-3 and (or any related qualification similar or compliance successor form) at the earliest practicable date, for sale in accordance with respect to all or a part the method of disposition specified in the Form S-3 Demand, the number of Registrable Securities owned by Cypressspecified in such Form S-3 Demand. In connection with a Form S-3 Demand, Simtek will as soon as practicablethe Company agrees to include in the prospectus included in any Registration Statement on Form S-3, use its commercially reasonable efforts such material describing the Company and intended to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypress's Registrable Securities securities being so registered as are specified in such request; provided, however, that Simtek shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.9: (1) if is reasonably requested for inclusion therein by the Initiating Form S-3 is Holder, whether or not then available for such offering by Cypress (or Simtek is not eligible the rules applicable to use such preparation of Form S-3 for require the inclusion of such offering); (2) information. Notwithstanding the foregoing, if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek Company shall furnish to Cypress the Initiating Form S-3 Holder a certificate signed by the Chief Executive Officer and Chief Financial Officer of Simtek the Company stating that in the good faith judgment opinion of the Board of Directors of Simtekthe Company, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such timea Valid Business Reason exists, in which event Simtek the Company shall have the right to delay or defer the taking action with respect to such filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of Cypress under this Section 2.9Form S-3 Demand; provided, however, that Simtek such right to delay or defer a Form S-3 Demand shall be exercised by the Company not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding period, the date of such request, already effected two registrations on Company shall only have the right to delay a Form S-3 for Cypress pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting Demand so long as such registrationValid Business Reason exists, qualification or compliance; or (6) and during such time the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall Company may not file a registration statement covering the Registrable Securities and other Registration Statement for securities so requested to be registered as soon as practicable after receipt issued and sold for its own account or for that of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counselother Holders. (b) If Cypress intends Form S-3 Demands will not be deemed to distribute be Demand Requests as described in Section 1.2 hereof and Holders shall have the Registrable Securities covered by its right to request by means of an underwritingfive (5) Form S-3 Demands. Notwithstanding the foregoing, it the Company shall so advise Simtek as part of its request made not be obligated to file more than one (1) Registration Statement on Form S-3 pursuant to this Section 2.91.4 in any given three (3) month period; provided, further, that the Company shall not be required to effect a registration pursuant to this Section 1.4 if it is requested within 120 days of the effective date of the most recent registration pursuant to this Article 1 in which securities held by the requesting Holder could have been included for sale or distribution. Kimco Realty Services, Inc., its Affiliates, and Simtek its transferees and assigns shall include such information in have up to three (3) Form S-3 Demands. Third Avenue Trust, on behalf of the written notice referred to in Section 2.9(a)Third Avenue Real Estate Fund Series, its Affiliates and its transferees and assigns shall have one (1) Form S-3 Demand. Cypress Merchant Banking Partners LP, Cypress Garden LTD., their respective Affiliates and their respective transferees and assigns shall collectively have one (1) Form S-3 Demand.

Form S-3 Registration. (a) In After its Initial Public Offering, in case Simtek the Company shall receive from Cypress any Holder or Holders of Preferred Registrable Securities or holder or holders of Preferred Registrable Securities (as defined in the Original Agreement) a written request or requests that Simtek use its commercially reasonable efforts to the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Preferred Registrable Securities owned by Cypresssuch Holder or Holders or holder or holders of Preferred Registrable Securities (as defined in the Original Agreement), Simtek will as the case may be, the Company will: (a) within ten (10) calendar days after receipt of such notice, give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Preferred Registrable Securities; and (b) as soon as reasonably practicable, use its commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypress's such Holders’ Preferred Registrable Securities as are specified in such request, together with all or such portion of the Preferred Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) calendar days after receipt of such written notice from the Company; provided, however, that Simtek the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 2.9: 2.4 in the event of any of the following: (1i) if the Company has previously effected two (2) registrations pursuant to this Section 2.4 and/or Section 2.4 of the Original Agreement in the calendar year in which such request is made, and such registrations have been declared or ordered effective (which, for the avoidance of doubt, shall mean that the registrations shall have been continuously effective for one hundred eighty (180) calendar days, or until all Preferred Registrable Securities covered thereby have been sold, if earlier); (ii) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 the Company for such offering); or (2iii) if Cypress, together with the holders aggregate proceeds from the sale of any other securities of Simtek entitled to inclusion in such registration, propose to sell Preferred Registrable Securities and such other securities Preferred Registrable Securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that as defined in the good faith judgment Original Agreement) pursuant to Section 2.4 of the Board of Directors of Simtek, it would Original Agreement proposed to be materially detrimental sold pursuant to Simtek and its stockholders for such a Form S-3 Registration to be effected at such time, in which event Simtek shall have the right to defer the filing of the Form S-3 registration statement for a period of will not more than sixty (60) days after receipt of the request of Cypress under this Section 2.9; provided, however, that Simtek shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereofexceed US$1,000,000. Subject to the foregoing, Simtek the Company shall file a Form S-3 registration statement covering the Preferred Registrable Securities and other securities so requested to be registered as soon as reasonably practicable after receipt of the request requests of Cypressthe Holders. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counsel. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made Registrations effected pursuant to this Section 2.92.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2(a), and Simtek shall include such information in the written notice referred to in Section 2.9(a)2.2(b) or Section 2.3, respectively.

Form S-3 Registration. (a) In case Simtek Subject to the conditions of this Section 2.2, if the Company shall receive from Cypress a written request or requests that Simtek use its commercially reasonable efforts to effect from the Holders of a registration on Form S-3 and any related qualification or compliance with respect to all or a part majority of the Registrable Securities owned by Cypressthen outstanding (the "Initiating Holders") that the Company file a registration statement under the Securities Act on Form S-3, Simtek will then the Company shall, within fifteen (15) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, use its best efforts to effect, as soon as practicable, use its commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypress's such Holders' Registrable Securities as are specified in such request; provided, however, that Simtek shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.9: (1) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypress, together with all or such portion of the holders Registrable Securities of any other holders of the Company's registrable securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and registration joining in such other securities request as are specified in a written request given within fifteen (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the good faith judgment of the Board of Directors of Simtek, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (6015) days after receipt of such written notice from the request of Cypress under this Section 2.9; provided, however, that Simtek shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counselCompany. (b) If Cypress intends the Initiating Holders intend to distribute the Registrable Securities covered by its their request by means of an underwriting, it they shall so advise Simtek the Company as a part of its their request made pursuant to this Section 2.9, 2.2 and Simtek the Company shall include such information in the written notice referred to in Section 2.9(a2.2(a).. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated first, to the Holders and any other holders of the Company's registrable securities entitled to inclusion in such registration on a PRO RATA basis based on the number of registrable securities held by all such holders (including the Initiating Holders); and second, to any shareholder of the Company (other than to such holders) on a PRO RATA basis. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. If the Holders are unable to register and sell at least seventy-five percent (75%) of the Registrable Securities requested by them to be registered because of such underwriter's cutback, such registration statement shall be withdrawn and the expenses of such withdrawn

Form S-3 Registration. (a) In case Simtek 6.1 Request for a Form S-3 Registration. At any time commencing after the second anniversary of the date hereof, if the Company shall receive from Cypress one or more Designated Holders (the "S-3 Initiating Holders") a written request or requests that Simtek use its commercially reasonable efforts to effect a registration the Company register, under the Securities Act on Form S-3 and (or any related qualification or compliance with respect to successor form then in effect) (an "S-3 Registration"), all or a part portion of the Registrable Securities owned by Cypresssuch S-3 Initiating Holders, Simtek will the Company shall give written notice of such request to all of the Designated Holders (other than the S-3 Initiating Holders) as far in advance as practicable (but not less than ten (10) Business Days) before the anticipated filing date of such Form S-3, and such notice shall describe the proposed registration and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request in writing to the Company, given within ten (10) days after their receipt from the Company of the written notice of such registration. If requested by the S-3 Initiating Holders, such S-3 Registration shall be for an offering on a continuous basis pursuant to Rule 415 under the Securities Act. With respect to each S-3 Registration, the Company shall, subject to Section 6.2, (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and the Designated Holders who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein and (ii) use its reasonable best efforts to cause such registration pursuant to this Section 6.1 to become and remain effective as soon as practicable, use its commercially reasonable efforts . The Company's obligations in this Article VI with respect to effect such registration and all such qualifications and compliances as may be so each requested and as would permit or facilitate S-3 Registration are subject to the sale and distribution of all or such portion of Cypress's Registrable Securities as are specified in such request; provided, however, conditions that Simtek shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.9: (1i) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an reasonably anticipated aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed by the Chief Executive Officer of Simtek stating that in the good faith judgment of the Board of Directors of Simtek, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of Cypress under this Section 2.9; provided, however, that Simtek shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, Securities requested for inclusion in such S-3 Registration shall equal or exceed $5,000,000 and (ii) the Company is a registrant entitled to use Form S-3 or a registration in which successor thereto to register the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counselsecurities. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made pursuant to this Section 2.9, and Simtek shall include such information in the written notice referred to in Section 2.9(a).

Form S-3 Registration. (a) In case Simtek If the Corporation becomes eligible to use Form S-3 under the Securities Act or a comparable successor form, the Corporation shall receive from Cypress a written request or requests that Simtek use its commercially reasonable best efforts to effect a continue to qualify at all times for registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by Cypress, Simtek will as soon as practicable, use its commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Cypress's Registrable Securities as are specified in such request; provided, however, that Simtek shall not be obligated to effect successor form. At any such registration, qualification or compliance, pursuant to this Section 2.9: (1) if Form S-3 is not then available for such offering by Cypress (or Simtek is not time after the Corporation becomes eligible to use such Form S-3 for or such offering); successor form, the Holders of an aggregate of not less than ten percent (210%) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities then outstanding and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a certificate signed held by the Chief Executive Officer of Simtek stating that in the good faith judgment of the Board of Directors of Simtek, it would be materially detrimental to Simtek and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek Holders shall have the right to defer the filing request and have effected a registration of the shares of Registrable Securities on Form S-3 registration statement or such successor form for a period public offering of not more than sixty shares of Registrable Securities so long as at least 20,000 shares of Registrable Securities (60as adjusted for stock splits, stock dividends, recapitalizations or similar events) days after receipt of the request of Cypress under this Section 2.9; provided, however, that Simtek shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required are proposed to be included in such registration (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such Holder or Holders). The Corporation shall not be required to cause a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress requested pursuant to this Section 2.9; or 3.5 to become effective prior to ninety (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (18090) days after following the effective date of a registration statement subject initiated by the Corporation, if the Corporation gives written notice, made in good faith, to the Holders of Registrable Securities to the effect that the Corporation is commencing to prepare a Corporation initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); PROVIDED, HOWEVER, that the Corporation shall use its best efforts to achieve such effectiveness promptly following such ninety (90) day period if the request pursuant to this Section 2.1 hereof3.5 has been made prior to the expiration of such ninety (90) day period. The Corporation may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed sixty (60) days, if the Corporation has been advised by legal counsel that such filing would require the disclosure of a material transaction or other factor and the Corporation determines reasonably and in good faith that such disclosure would have a material adverse effect on the Corporation. The Corporation shall give notice to all Holders of the receipt of a request for registration pursuant to this Section 3.5 and shall provide a reasonable opportunity for such Holders to participate in the registration. Subject to the foregoing, Simtek shall file a the Corporation will use its best efforts to effect promptly the registration statement covering the of all Registrable Securities and other securities on Form S-3 or such successor form to the extent requested by the Holder or Holders thereof for purposes of disposition. If so requested to be registered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it any Holder in connection with any registrationa registration under this Section 3.5, filing or qualification of the Corporation shall take such steps as are required to register such Holder's Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filingfor sale on a delayed or continuous basis under Rule 415, and qualification fees, printers and accounting fees relating or apportionable theretoto keep such registration effective until all of such Holder's Registrable Securities registered thereunder are sold (but not in excess of 365 days). Cypress shall bear and pay all All expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counsel. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made a registration requested pursuant to this Section 2.93.5, including, without limitation, all registration, qualification, printing, and Simtek accounting and counsel fees, shall include be paid by the Holders participating in such information registration on a pro-rata basis in proportion to such participation. Notwithstanding the foregoing, the Corporation shall not be required to effect a registration under this Section 3.5 if, in the written notice referred opinion of counsel for the Corporation, which counsel and opinion shall be reasonably acceptable to the Holders, such Holders may then sell all Registrable Securities proposed to be sold in Section 2.9(a)the manner proposed without registration under the Securities Act.

Form S-3 Registration. (a) In At any time after June 1, 2001, in case Simtek --------------------- the Company shall receive from Cypress Holder a written request or requests that Simtek use its commercially reasonable efforts to the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part an amount of the Registrable Securities owned by CypressHolder or holders under the Existing Rights Agreement for which the anticipated aggregate offering price would be at least $1,000,000, Simtek will the Company shall: (a) promptly give written notice of the proposed registration, and any related qualification or compliance to Holder and all other stockholders of the Company with registration rights; and (b) as soon as practicable, use its commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of CypressHolder's Registrable Securities as are specified in such request, together with all or such portion of the securities of any stockholders of the Company with registration rights joining in such request as are specified in a written request given within 15 days after receipt of such written notice from the Company; provided, however, that Simtek the Company shall not be obligated to effect any such registration, qualification qualification, or compliance, compliance pursuant to this Section 2.92.2: (1) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering)the Holder; (2) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek Company shall furnish to Cypress Holder a certificate signed by the Chief Executive Officer president of Simtek the Company stating that in the good faith judgment of the Board of Directors of SimtekBoard, it would be materially seriously detrimental to Simtek the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event Simtek the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) 120 days after receipt of the initiating request of Cypress Holder or such other holders under this Section 2.92.2; provided, however, that Simtek the Company shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered)period; (43) if Simtek the Company has, within the twelve six (126) month period preceding the date of such request, already effected a registration in which Holder's Registrable Securities were included or in which the securities of holders under the Existing Rights Agreement were included and Holder was afforded the opportunity to have its Registrable Securities included in such registration statement; (4) if the Company has already effected two registrations on Form S-3 for Cypress Holder pursuant to this Section 2.92.2(b); or (5) in any particular jurisdiction in which Simtek the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during compliance unless the period ending one hundred eighty (180) days after the effective date of a registration statement Company is already subject to Section 2.1 hereofservice in such jurisdiction and except as may be required by the Securities Act. Subject to the foregoing, Simtek the Company shall effect such registration, qualification, or compliance (including, without limitation, the execution of an undertaking to file a registration statement post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of CypressHolder. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect If the registration to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counsel. (b) If Cypress intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Simtek as part of its request made effected pursuant to this Section 2.92.2 is to be an underwritten public offering, it shall be managed by an underwriter or underwriters selected by the Company reasonably acceptable Holder. In such event, the right of Holder to registration pursuant to Section 2.2 shall be conditioned upon the participation by Holder in such underwriting and the inclusion of the Registrable Securities of Holder in the underwriting to the extent provided herein. If the managing underwriter so selected determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities held by Holder to be included in such registration. The Company shall so advise Holder, and Simtek shall include such information the number of shares of Registrable Securities that may be included in the written notice referred registration shall be allocated among Holder and other stockholders of the Company with registration rights in proportion to in Section 2.9(a)the respective amounts of Registrable Securities which would be held by each of such stockholders at the time of filing of the registration statement. Any Registrable Securities that are so excluded from the underwriting shall be excluded from the registration.