SIMTEK Corp. ▼

                           ACCOUNT PURCHASE AGREEMENT

This Agreement is dated as of May 22, 2006 between Wells Fargo Bank, National
Association, acting through its Wells Fargo Business Credit operating division
("WFBC"), and Simtek Corporation ("Customer"). The Customer and WFBC agree as
follows: ARTICLE I Purpose of Agreement

1.01 Purpose of Agreement. The Customer desires to sell and assign to WFBC
acceptable accounts receivable and WFBC desires to purchase such accounts on the
terms and conditions set forth herein. The purpose of this Agreement is
commercial  . . .

<DESCRIPTION>EXH 10.1 - AGMT & PLAN OF MERGER
<TEXT>

                          AGREEMENT AND PLAN OF MERGER

     This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered
into as of this 17th day of February, 2001 by and among SIMTEK CORPORATION, a
Colorado corporation ("Simtek"), Q-DOT GROUP, INC., a Delaware corporation
("Group") and Q-DOT, INC., an Illinois corporation ("QI").

                                     . . .

                            ASSET PURCHASE AGREEMENT


                                    between:


                       Zentrum Mikroelektronik Dresden AG
             a stock corporation organized under the laws of Germany


                                       and


                               Simtek Corporation
                             a Colorado corporation

                          ----------------------------

                          Dated as of December 7, 2005

                          ---------------------------- . . .

                            ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement (this "Agreement"), made this 30th day of
August, 2005, by and among (i) Hittite Microwave Corporation, a Delaware
corporation having its principal place of business at 20 Alpha Road, Chelmsford,
Massachusetts ("Hittite"), (ii) HMC Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of Hittite, with its principal place
of business at 20 Alpha Road, Chelmsford, Massachusetts ("Buyer" and, together
with Hittite, the "Buyer Parties"), ( . . .

<TEXT>

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                            ASSET PURCHASE AGREEMENT

                                     between

                               SIMTEK CORPORATION

                                       and

                                  WEBGEAR, INC.

                               September 29, 2000












------------------------------------------------------------------- . . .

CHANGE OF CONTROL AGREEMENT

THIS CHANGE OF CONTROL AGREEMENT (this �Agreement�), dated April 3, 2008 (the �Effective Date�), is by and between AgigA Tech, Inc., a Delaware corporation (the �Company�), and Ronald Sartore (the �Employee�).

RECITALS

The Board of Directors of the Company (the �Board�), has determined that it is in the best interests of the Company to assure that the Company will have the continued dedication of the Employee while the Employee is employed by the Company, notwithstanding the possibility, threat or occurrence of a Change of Control of the Company. The  . . .

                               SIMTEK CORPORATION
                       CODE OF BUSINESS CONDUCT AND ETHICS
                           (Adopted February 20, 2004)

PREAMBLE: Nothing in this Code of Business Conduct and Ethics, in any company
policies and procedures, or in other related communications (verbal or written)
creates or implies an employment contract or term of employment.

I.   INTRODUCTION

     This Code of Business Conduct and Ethics is intended to help ensure
compliance with legal requirements and our standards of business conduct. All
Company officers and  . . .

                               SIMTEK CORPORATION
                       CODE OF BUSINESS CONDUCT AND ETHICS
                           (Adopted February 20, 2004)

PREAMBLE: Nothing in this Code of Business Conduct and Ethics, in any company
policies and procedures, or in other related communications (verbal or written)
creates or implies an employment contract or term of employment.

I.   INTRODUCTION

     This Code of Business Conduct and Ethics is intended to help ensure
compliance with legal requirements and our standards of business conduct. All
Company officers and  . . .

                               SIMTEK CORPORATION

                       CODE OF BUSINESS CONDUCT AND ETHICS

                           (Adopted November 6, 2006)


PREAMBLE: Nothing in this Code of Business Conduct and Ethics, in any company
policies and procedures, or in other related communications (verbal or written)
creates or implies an employment contract or term of employment.

I. INTRODUCTION


     This Code of Business Conduct and Ethics is intended to help ensure
compliance with legal requirements and our standards of business conduct. All
Company officers and  . . .

                              EMPLOYMENT AGREEMENT


     THIS AGREEMENT is entered into effective the 9th day of May, 2000,  between
Simtek Corporation ("Simtek") and Hugh N. Chapman ("Employee").

     Simtek desires to retain the services of Employee,  and Employee desires to
perform  services  for  Simtek,  and in  consideration  of the mutual  covenants
contained herein, the parties agree as follows:

                                    AGREEMENT

1.  EMPLOYMENT.  Simtek hereby  retains  Employee in the position of Director of
Logic Products. Employee  . . .

                                ESCROW AGREEMENT


     This ESCROW AGREEMENT (the "Agreement") is entered into as of this 30th day
of August, 2005 (the "Closing Date"), among SIMTEK CORPORATION, a Colorado
corporation ("Simtek"), Q-DOT, INC., an Illinois corporation and wholly-owned
subsidiary of Simtek (the "Company" and, together with Simtek, the "Seller
Parties"), HITTITE MICROWAVE CORPORATION, a Delaware corporation ("Hittite"),
HMC ACQUISITION CORPORATION, a Delaware corporation and a wholly-owned
subsidiary of Hittite ( . . .

                                ESCROW AGREEMENT


     This ESCROW AGREEMENT (the "Agreement") is entered into as of this 4th day
of May, 2005 (the "Closing Date"), among SIMTEK CORPORATION, a Colorado
corporation ("Simtek"), CYPRESS SEMICONDUCTOR CORPORATION, a Delaware
corporation ("Cypress"), and U.S. Bank, National Association ("Escrow Agent").
Capitalized terms used herein without definition shall have their respective
meanings as provided in the Share Purchase Agreement, dated as of the Closing
Date, by and between Simtek and  . . .

                        LICENSE AND DEVELOPMENT AGREEMENT
                        ---------------------------------

     This License and Development Agreement ("Agreement") is made and entered
into effective as of March 24, 2006 (the "Effective Date") by and between Simtek
Corporation, a Colorado corporation, located at 4250 Buckingham Drive, Suite 100
Colorado Springs, CO 80907 ("Simtek") and Cypress Semiconductor Corporation, a
Delaware corporation, located at 3901 North 1st Street, San Jose, CA 95134
("Cypress"), either of which may  . . .

                              PARTICIPANT AGREEMENT


                        FIRST TRUST EXCHANGE-TRADED FUND,
                     FIRST TRUST EXCHANGE-TRADED FUND II AND
                 FIRST TRUST EXCHANGE-TRADED ALPHADEX (TM) FUND


        This Participant Agreement (this "Agreement") is entered into between
First Trust Portfolios, L.P. (the "Distributor"), ______________________________
(the "Participant") and The Bank of New York (the "Transfer Agent"). The
Transfer Agent serves as the Transfer Agent of the First Trust Exchange-Traded
Fund, First Trust Exchange- . . .

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this �Agreement�) is made and entered into as of December 30, 2005, among Simtek Corporation, a Colorado corporation (the �Company�), and the purchasers signatory hereto (each such purchaser is a �Purchaser� and collectively, the �Purchasers�).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchasers (the �Purchase Agreement�).

The Company and the Purchasers hereby agree as follows:

1. Definitions.  . . .

                          REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of the 4th
day of May, 2005, by and between SIMTEK CORPORATION, a Colorado (the "Simtek"),
and CYPRESS SEMICONDUCTOR CORPORATION, a Delaware corporation ("Cypress").

                                    RECITALS

     WHEREAS, Simtek and Cypress are parties to that certain Share Purchase
Agreement, of even date herewith (the "Purchase Agreement"). Pursuant to the
Purchase Agreement, Simtek has issued to Cypress 6,740,816  . . .

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this "Agreement") is made and entered into as of October 12, 2004, by and among Simtek Corporation, a Colorado corporation (the "Company"), and the investors signatory hereto (each a "Investor" and collectively, the "Investors").

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company and the Investors (the "Purchase Agreement").

The Company and the Investors hereby agree as follows:

1. Definitions. Capitalized terms used and not otherwise defined herein that are  . . .