RF Micro Devices, Inc.

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SQk0yhgWjHHzJkdFQSwBue0QrDWEY+fvC5ilKFqr4Ao2E7pu1Umid0Za9/DpTdXw tiu8BBt+6Tf6HLFX4eq5+w== 0000950144-07-008092.txt : 20070822 0000950144-07-008092.hdr.sgml : 20070822 20070822165244 ACCESSION NUMBER: 0000950144-07-008092 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 20070822 DATE AS OF CHANGE: 20070822 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIRENZA MICRODEVICES INC CENTRAL INDEX KEY: 0001103777 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770073042 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-60435 FILM NUMBER: 071073527 BUSINESS ADDRESS: STREET 1: 303 S TECHNOLOGY COURT CITY: BROOMFIELD STATE: CO ZIP: 80021 BUSINESS PHONE: 3033273030 MAIL ADDRESS: STREET 1: 303 S TECHNOLOGY COURT CITY: BROOMFIELD STATE: CO ZIP: 80021 FORMER COMPANY: FORMER CONFORMED NAME: STANFORD MICRODEVICES INC DATE OF NAME CHANGE: 20000119 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RF MICRO DEVICES INC CENTRAL INDEX KEY: 0000911160 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 561733461 STATE OF INCORPORATION: NC FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 7628 THORNDIKE ROAD CITY: GREENSBORO STATE: NC ZIP: 27409-9421 BUSINESS PHONE: 3369317042 SC 13D 1 g09059sc13d.htm RF MICRO DEVICES, INC. RF Micro Devices, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under The Securities Exchange Act of 1934

SIRENZA MICRODEVICES, INC.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

82966T106

(CUSIP Number)

Jeffrey C. Howland
Womble Carlyle Sandridge & Rice, PLLC
One West Fourth Street
Winston-Salem, NC 27101
(336) 721-3516

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 12, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D/A, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D


CUSIP No.		82966T106

NAMES OF REPORTING PERSONS:

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

RF Micro Devices, Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

Not applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

North Carolina

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

12,380,183 /(1),(2)/

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

12,380,183 /(1),(2)/

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

23.3% /(3)/

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

CUSIP No. 82966T106

Footnotes:

(1) The Reporting Person has entered into ten separate voting agreements, each dated as of August 12, 2007, with certain stockholders of Sirenza Microdevices, Inc. (the “Issuer”), which provide that such stockholders will vote all of the shares of Sirenza Microdevices, Inc. common stock, par value $0.001 per share (the “Common Stock”), beneficially owned by them in favor of that certain Agreement and Plan of Merger and Reorganization, dated as of August 12, 2007, by and among the Reporting Person, Iceman Acquisition Sub, Inc. and Sirenza Microdevices, Inc. (the “Merger Agreement”) and the transactions contemplated therein. The Reporting Person does not have any rights as a stockholder of the Issuer pursuant to the voting agreements and neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Person that it is the beneficial owner of any of the Issuer’s Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2) Includes options beneficially owned, as that term is defined in Rule 13d-3 of the Exchange Act, by certain stockholders of the Issuer to purchase up to 724,687 shares of the Issuer’s Common Stock.

(3) Based on 52,368,714 shares of Common Stock outstanding as of August 10, 2007, and 724,687 shares of Common Stock subject to options deemed to be beneficially owned by the Reporting Person pursuant to Exchange Act Rule 13d-3, as of the date hereof.

TABLE OF CONTENTS


	ITEM 1. SECURITY AND ISSUER
	ITEM 2. IDENTITY AND BACKGROUND
	ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
	ITEM 4. PURPOSE OF TRANSACTION
	ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
	ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
	ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
SIGNATURE
EXHIBIT INDEX
Exhibit 2
Exhibit 3
Exhibit 4
Exhibit 5
Exhibit 6
Exhibit 7
Exhibit 8
Exhibit 9
Exhibit 10
Exhibit 11

CUSIP No. 82966T106

ITEM 1. SECURITY AND ISSUER

This statement on Schedule 13D (the “Schedule 13D”) relates to the common stock, par value $0.001 per share (the “Common Stock”), of Sirenza Microdevices, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 303 South Technology Court, Broomfield, Colorado 80021.

ITEM 2. IDENTITY AND BACKGROUND

(a)-(c), (f) This Schedule 13D is being filed by RF Micro Devices, Inc., a North Carolina corporation (the “Reporting Person”). The Reporting Person’s principal business is the design and manufacture of high-performance radio systems and solutions for applications that drive mobile communications.

As a result of entering into the voting agreements with certain stockholders of the Issuer described in Items 3 and 4 below, the Reporting Person may be deemed to have formed a “group” with each of the Stockholders (as defined in Item 3 below) for purposes of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder. The Reporting Person expressly declares that the filing of this Schedule 13D shall not be construed as an admission by it that it has formed any such group.

To the best of the Reporting Person’s knowledge as of the date hereof, the name, residence or business address, present principal occupation or employment and citizenship of each executive officer and director of the Reporting Person, and the name, principal business and address of any corporation or other organization in which such employment is conducted is set forth in Schedule A hereto. The information contained in Schedule A is incorporated herein by reference.

(d) – (e) During the last five years, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any of the executive officers or directors of the Reporting Person, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

On August 12, 2007, the Reporting Person, Iceman Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Reporting Person (“Merger Sub”), and the Issuer entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”). On the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Issuer (the “First Merger”), and then the Issuer, as the surviving corporation and a wholly-owned subsidiary of the Reporting Person, will merge with and into the Reporting Person (such merger together with the First Merger, the “Mergers”), with the Reporting Person being the ultimate surviving entity. Under the terms of the Merger Agreement, each outstanding share of the Issuer’s common stock, par value $0.001 per share (“Common Stock”), will be converted in the First Merger into a combination of 1.7848 shares of Reporting Person’s common stock, no par value per share, and $5.56 in cash, subject to adjustment for stock splits, stock dividends and similar events. Outstanding options to purchase Issuer’s Common Stock will be assumed by the Reporting Person in the First Merger and converted into options to purchase the Reporting Person’s common stock, based on a formula as set forth in the Merger Agreement.

As an inducement for the Reporting Person to enter into the Merger Agreement, certain stockholders of the Issuer identified in Item 7 herein (collectively, the “Stockholders”) entered into voting agreements and irrevocable proxies with and in favor of the Reporting Person dated as of August 12, 2007 (the “Voting Agreements”). Pursuant to the

CUSIP No. 82966T106

Voting Agreements, the Stockholders, who collectively beneficially own 12,380,183 shares of the Issuer’s Common Stock (including 724,687 shares subject to options), representing approximately 23.3% of the Issuer’s outstanding Common Stock as of August 10, 2007, have agreed, in their respective capacities as stockholders of the Issuer, to vote (or cause to be voted) their shares of Common Stock of the Issuer: (a) in favor of: (i) the adoption of the Merger Agreement; and (ii) the other transactions contemplated by the Merger Agreement; and (b) against the following actions: (i) any extraordinary merger, consolidation or other business combination involving the Issuer or any of its subsidiaries; (ii) any sale or other transfer of a material portion of the assets of the Issuer or any of its subsidiaries; (iii) any reorganization, recapitalization, dissolution or liquidation of the Issuer or any of its subsidiaries; (iv) any change in a majority of the board of directors of the Issuer; (v) any amendment to the Issuer’s certificate of incorporation or bylaws; (vi) any material change in the capitalization of the Issuer or its corporate structure; and (vii) any other action which is intended, or would reasonably be expected, to interfere with, delay or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement. In addition, the Stockholders have agreed not to sell or otherwise dispose of the shares subject to the Voting Agreement, except in certain limited circumstances. The purpose of the Voting Agreements is to facilitate the adoption of the Merger Agreement and the consummation of the First Merger and the other transactions contemplated by the Merger Agreement.

Pursuant to the Voting Agreements, the Reporting Person, as well as Robert A. Bruggeworth and Jerry D. Neal, the Reporting Person’s President and Chief Executive Officer and Executive Vice President of Marketing and Strategic Development, respectively, were each appointed as the Stockholders’ attorneys-in-fact and irrevocable proxies for the limited purposes set forth above, with respect to any meeting of the stockholders of Issuer or any consent in lieu of any such meeting or otherwise. The Voting Agreements terminate on the first to occur of (i) the termination of the Merger Agreement in accordance with its terms, or (ii) the date of the First Merger. The name of each Stockholder and the number of outstanding shares of the Common Stock beneficially owned by each Stockholder is set forth on the signature page to each of the Voting Agreements. Each such signature page is incorporated herein by reference.

This Schedule 13D does not report the acquisition of any shares of Common Stock by the Reporting Person and, as such, there is no use of funds or other consideration to report in this Schedule 13D.

References to, and descriptions of, the Merger Agreement and the Voting Agreements are qualified in their entirety by reference to the copies of the Merger Agreement and the Voting Agreements, respectively, included as Exhibits 1 through 11 to this Schedule 13D, which are incorporated into this Item 3 in their entirety.

ITEM 4. PURPOSE OF TRANSACTION

(a)-(j) The information set forth, or incorporated by reference, in Item 3 is hereby incorporated herein by reference.

Subject to the conditions set forth in the Merger Agreement (including but not limited to the adoption of the Merger Agreement by the Issuer’s stockholders, approval of the issuance of the Reporting Person’s common stock in the First Merger by the Reporting Person’s shareholders, clearance under applicable antitrust laws, execution of certain ancillary agreements, and the absence of a material adverse effect on either the Reporting Person or the Issuer), upon the consummation of the First Merger, Merger Sub will be merged with and into the Issuer, and each stockholder of the Issuer prior to such merger will receive a combination of cash and shares of the Reporting Person’s common stock as set forth in Item 3, above. In addition, under the terms of the Merger Agreement, upon the consummation of the First Merger, any stock options to purchase shares of the Issuer will convert into and become options to purchase common stock of the Reporting Person, and the Reporting Person will assume such options in accordance with the terms of the stock option plan or agreement under which such options were issued, subject to an option exchange ratio calculated in accordance with the Merger Agreement. In addition, concurrently with and as

CUSIP No. 82966T106

conditions to the execution and delivery of the Merger Agreement by the Reporting Person, the Reporting Person and the Stockholders entered into the Voting Agreements.

If the First Merger is consummated, the Issuer will become a wholly-owned subsidiary of the Reporting Person, and the Reporting Person will subsequently determine the size and membership of the board of directors of the Issuer and the officers of the Issuer. Upon the consummation of the First Merger, the certificate of incorporation of the Issuer will be amended and restated to conform to Exhibit B of the Merger Agreement and the bylaws of the Issuer will be amended and restated in their entirety to conform to the bylaws of Merger Sub as in effect immediately prior to the Merger.

The Merger Agreement prohibits the Issuer from issuing securities, disposing of securities or changing its capitalization, except under limited circumstances set forth therein. The Merger Agreement further prohibits the Issuer from declaring, accruing, setting aside or paying any dividend or making any other distribution in respect of any shares of capital stock, or repurchasing, redeeming or otherwise reacquiring any shares of capital stock or other securities, except in certain limited circumstances. Finally, the Merger Agreement contains provisions that limit the ability of the Issuer to engage in transactions that would entail a change of control of the Issuer during the pendency of the Merger Agreement.

Upon the consummation of the First Merger, the Issuer’s Common Stock will (i) cease to be authorized for listing on any quotation system or exchange, and (ii) become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act.

Except as set forth herein, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of the instructions to this Item 4 of Schedule 13D.

References to, and descriptions of, the Merger Agreement and the Voting Agreements as set forth above in this Item 4 are qualified in their entirety by reference to the full texts of the Merger Agreement and Voting Agreements, copies of which are included as Exhibits 1 through 11 to this Schedule 13D, and are incorporated into this Item 4 in their entirety.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a)–(b) The number of shares of the Issuer’s Common Stock covered by the Voting Agreements is 12,380,183 (including 724,687 shares subject to options), which constitutes approximately 23.3% of the Issuer’s outstanding Common Stock, based on the number of shares of the Issuer’s Common Stock outstanding as of August 10, 2007, as represented by the Issuer in the Merger Agreement, and the number of shares subject to options beneficially owned for purposes of this Schedule 13D. By virtue of the Voting Agreements, the Reporting Person may be deemed to share with the Stockholders the power to vote shares of the Issuer’s Common Stock with respect to certain matters as identified in and subject to the Voting Agreements. The Reporting Person does not have: (i) sole power to vote or direct the vote; (ii) sole power to dispose or direct
the disposition; or (iii) shared power to dispose or direct the disposition, of any shares of the Issuer’s Common Stock. Further, the Reporting Person (i) is not entitled to any rights as a stockholder of the Issuer as to the shares of the Issuer’s Common Stock covered by the Voting Agreements and (ii) disclaims any beneficial ownership of the shares of the Issuer’s Common Stock that are covered by the Voting Agreements. The information in Items 2 and 3 with respect to the Stockholders and the information in Item 3 with respect to the Voting Agreements is incorporated herein by reference.

(c) Except as set forth on Schedule B hereto, to the best of the Reporting Person’s knowledge as of the date hereof (i) neither the Reporting Person, nor any subsidiary of the Reporting Person nor any of the Reporting Person’s executive officers or directors, beneficially owns any shares of the Issuer’s Common

CUSIP No. 82966T106

Stock, and (ii) there have been no transactions in the shares of the Issuer’s Common Stock effected during the past 60 days by the Reporting Person, nor to the best of the Reporting Person’s knowledge, by any subsidiary of the Reporting Person or any of the Reporting Person’s executive officers or directors. The information contained in Schedule B is incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

Reference to, and descriptions of, the Merger Agreement and the Voting Agreements as set forth in this Item 5 are qualified in their entirety by reference to the copies of the Merger Agreement and the Voting Agreements, respectively, included as Exhibits 1 through 11 to this Schedule 13D, which are incorporated into this Item 5 in their entirety.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

The information set forth, or incorporated by reference, in Items 3 through 5 of this Schedule 13D is hereby incorporated herein by reference. Copies of the Merger Agreement and the Voting Agreements, respectively, are included as Exhibits 1 through 11 to this Schedule 13D. To the best of the Reporting Person’s knowledge, except as described in this Schedule 13D, there are at present no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 above and between such persons and any person with respect to any securities of the Issuer.

CUSIP No. 82966T106

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS


Exhibit No.		Description
1		Agreement and Plan of Merger and Reorganization, dated as of August 12, 2007, by and among RF Micro Devices, Inc., a North Carolina corporation, Iceman Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of RF Micro Devices, Inc., and Sirenza Microdevices, Inc., a Delaware corporation, incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by RF Micro Devices, Inc. with the Securities and Exchange Commission on August 16, 2007.

2		Voting Agreement, dated as of August 12, 2007, between RF Micro Devices, Inc. and Charles R. Bland.

3		Voting Agreement, dated as of August 12, 2007, between RF Micro Devices, Inc. and John Bumgarner.

4		Voting Agreement, dated as of August 12, 2007, between RF Micro Devices, Inc. and Christopher J. Crespi.

5		Voting Agreement, dated as of August 12, 2007, between RF Micro Devices, Inc. and Norman Hilgendorf.

6		Voting Agreement, dated as of August 12, 2007, between RF Micro Devices, Inc. and John Ocampo and Susan Ocampo.

7		Voting Agreement, dated as of August 12, 2007, between RF Micro Devices, Inc. and Gerald L. Quinnell.

8		Voting Agreement, dated as of August 12, 2007, between RF Micro Devices, Inc. and Clay Simpson.

9		Voting Agreement, dated as of August 12, 2007, between RF Micro Devices, Inc. and Casimir Skrzypczak.

10		Voting Agreement, dated as of August 12, 2007, between RF Micro Devices, Inc. and Robert Van Buskirk.

11		Voting Agreement, dated as of August 12, 2007, between RF Micro Devices, Inc. and Gil J. Van Lunsen.

CUSIP No. 82966T106

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 22, 2007


		RF Micro Devices, Inc.

		By:	/s/ Robert A. Bruggeworth

		Robert A. Bruggeworth
		President and Chief Executive Officer

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (See 18 U.S.C. 1001).

CUSIP No. 82966T106

Schedule A

DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSON


			Principal Occupation or
			Employment;
			Employer Address;
	Business or	Position with	Employer’s
Name and Citizenship	Residential Address	Reporting Person	Principal Business
Dr. Albert E. Paladino, USA	c/o RF Micro Devices, Inc. 7628 Thorndike Road Greensboro, NC 27409-9421	Director	Director Paladino and Company 12 Wachusett Road Chestnut Hill, MA 02467 Principal Business: International green building consulting
Daniel A. DiLeo, USA	c/o RF Micro Devices, Inc. 7628 Thorndike Road Greensboro, NC 27409-9421	Director	Principal of consulting firm Dan DiLeo, LLC 1027 Barclay Road Chester Springs, PA 19425 Principal Business: Consulting
Jeffery R. Gardner, USA	c/o RF Micro Devices, Inc. 7628 Thorndike Road Greensboro, NC 27409-9421	Director	President and CEO of Windstream Communications 4001 Rodney Parham Road Little Rock, AR 72212 Principal Business: Provider of voice, broadband and entertainment services
John R. Harding, USA	c/o RF Micro Devices, Inc. 7628 Thorndike Road Greensboro, NC 27409-9421	Director	Chairman, President and CEO of eSilicon Corporation 501 Macara Avenue Sunnyvale, CA 94085 Principal Business: Design and manufacture of complex, custom chips
David A. Norbury, USA	c/o RF Micro Devices, Inc. 7628 Thorndike Road Greensboro, NC 27409-9421	Director	Retired Chief Executive Officer, RF Micro Devices, Inc. Principal Business: Not applicable


			Principal Occupation or
			Employment;
			Employer Address;
	Business or	Position with	Employer’s
Name and Citizenship	Residential Address	Reporting Person	Principal Business
Erik H. van der Kaay, USA	c/o RF Micro Devices, Inc. 7628 Thorndike Road Greensboro, NC 27409-9421	Director	Retired President and Chief Executive Officer of Datum Inc. 150 Bradley Ave. Morro Bay, CA 93442 Principal Business: Not applicable
Walter H. Wilkinson, USA	c/o RF Micro Devices, Inc. 7628 Thorndike Road Greensboro, NC 27409-9421	Director	General Partner of Kitty Hawk Capital 2700 Coltsgate Road, Suite 202 Charlotte, NC 28211 Principal Business: Venture capital
Robert A. Bruggeworth, USA	7628 Thorndike Road Greensboro, NC 27409-9421	President, Chief Executive Officer and Director	7628 Thorndike Road Greensboro, NC 27409-9421 /(1)/
William J. Pratt, USA	7628 Thorndike Road Greensboro, NC 27409-9421	Chief Technical Officer, Corporate Vice President and Director	7628 Thorndike Road Greensboro, NC 27409-9421 /(1)/
Barry D. Church, USA	7628 Thorndike Road Greensboro, NC 27409-9421	Vice President, Corporate Controller and Principal Accounting Officer	7628 Thorndike Road Greensboro, NC 27409-9421 /(1)/
Steven E. Creviston, USA	7628 Thorndike Road Greensboro, NC 27409-9421	Corporate Vice President of Cellular Products Group	7628 Thorndike Road Greensboro, NC 27409-9421 /(1)/
Jerry D. Neal, USA	7628 Thorndike Road Greensboro, NC 27409-9421	Executive Vice President of Marketing and Strategic Development	7628 Thorndike Road Greensboro, NC 27409-9421 /(1)/
William A. Priddy, Jr., USA	7628 Thorndike Road Greensboro, NC 27409-9421	Chief Financial Officer, Corporate Vice President of Administration and Secretary	7628 Thorndike Road Greensboro, NC 27409-9421 /(1)/
Suzanne B. Rudy, USA	7628 Thorndike Road Greensboro, NC 27409-9421	Vice President, Corporate Treasurer, Compliance Officer and Assistant Secretary	7628 Thorndike Road Greensboro, NC 27409-9421 /(1)/
James D. Stilson, USA	7628 Thorndike Road Greensboro, NC 27409-9421	Corporate Vice President of Operations	7628 Thorndike Road Greensboro, NC 27409-9421 /(1)/
Gregory J. Thompson, USA	7628 Thorndike Road Greensboro, NC 27409-9421	Vice President of Sales	7628 Thorndike Road Greensboro, NC 27409-9421 /(1)/

Footnote:


(1)		Person is an employee of the Reporting Person; the Reporting Person’s principal business is the design and manufacture of high-performance radio systems and solutions for applications that drive mobile communications.

CUSIP No. 82966T106

Schedule B

Sirenza Microdevices, Inc. Securities Owned by executive officers or directors of RF Micro Devices, Inc.:

Erik H. van der Kaay 1,000 shares of common stock

David A. Norbury 2,000 shares of common stock

CUSIP No. 82966T106

EXHIBIT INDEX


Exhibit No.		Description
1		Agreement and Plan of Merger and Reorganization, dated as of August 12, 2007, by and among RF Micro Devices, Inc., a North Carolina corporation, Iceman Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of RF Micro Devices, Inc., and Sirenza Microdevices, Inc., a Delaware corporation, incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by RF Micro Devices, Inc. with the Securities and Exchange Commission on August 16, 2007.

2		Voting Agreement, dated as of August 12, 2007, between RF Micro Devices, Inc. and Charles R. Bland.

3		Voting Agreement, dated as of August 12, 2007, between RF Micro Devices, Inc. and John Bumgarner.

4		Voting Agreement, dated as of August 12, 2007, between RF Micro Devices, Inc. and Christopher J. Crespi.

5		Voting Agreement, dated as of August 12, 2007, between RF Micro Devices, Inc. and Norman Hilgendorf.

6		Voting Agreement, dated as of August 12, 2007, between RF Micro Devices, Inc. and John Ocampo and Susan Ocampo.

7		Voting Agreement, dated as of August 12, 2007, between RF Micro Devices, Inc. and Gerald L. Quinnell.

8		Voting Agreement, dated as of August 12, 2007, between RF Micro Devices, Inc. and Clay Simpson.

9		Voting Agreement, dated as of August 12, 2007, between RF Micro Devices, Inc. and Casimir Skrzypczak.

10		Voting Agreement, dated as of August 12, 2007, between RF Micro Devices, Inc. and Robert Van Buskirk.

11		Voting Agreement, dated as of August 12, 2007, between RF Micro Devices, Inc. and Gil J. Van Lunsen.

EX-99.2 2 g09059exv99w2.htm EXHIBIT 2 Exhibit 2

EXHIBIT 2

EXECUTION VERSION

VOTING AGREEMENT

This Voting Agreement (“Voting Agreement”) is entered into as of August 12, 2007, by and between RF Micro Devices, Inc., a North Carolina corporation (“Parent”), and Charles R. Bland (“Stockholder”).

Recitals

A. Stockholder is a holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of certain shares of common stock of Sirenza Microdevices, Inc., a Delaware corporation (the “Company”).

B. Parent, Iceman Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”), and the Company are entering into an Agreement and Plan of Merger and Reorganization of even date herewith (the “Merger Agreement”), which provides (subject to the conditions set forth therein) for the merger of Merger Sub into the Company (the “Merger”). Capitalized terms used but not otherwise defined in this Voting Agreement have the meanings assigned to such terms in the Merger Agreement.

C. In the Merger, each outstanding share of common stock of the Company is to be converted into the right to receive a combination of cash and shares of Parent Common Stock, as provided in the Merger Agreement.

D. Stockholder is entering into this Voting Agreement in order to induce Parent to enter into the Merger Agreement and cause the Merger to be consummated.

Agreement

The parties to this Voting Agreement, intending to be legally bound, agree as follows:

SECTION 1. Certain Definitions

For purposes of this Voting Agreement:

(a) “Expiration Date” shall mean the earlier of: (i) the date on which the Merger Agreement is validly terminated; or (ii) the date upon which the Merger becomes effective.

(b) Stockholder shall be deemed to “Own” or to have acquired “Ownership” of a security if Stockholder: (i) is the record owner of such security; or (ii) is the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of such security.

(c) “Subject Securities” shall mean: (i) all securities of the Company (including all shares of Company Common Stock and all options, warrants and other rights to acquire shares of Company Common Stock) Owned by Stockholder as of the date of this Voting

Agreement; and (ii) all additional securities of the Company (including all additional shares of Company Common Stock and all additional options, warrants and other rights to acquire shares of Company Common Stock) of which Stockholder acquires Ownership during the Voting Period.

(d) A Person shall be deemed to have a effected a “Transfer” of a security if such Person directly or indirectly: (i) sells, pledges, encumbers, grants an option with respect to, transfers or disposes of such security or any interest in such security to any Person other than Parent; (ii) enters into an agreement or commitment contemplating the possible sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such security or any interest therein to any Person other than Parent; or (iii) reduces such Person’s beneficial ownership of, interest in or risk relating to such security.

(e) “Voting Period” shall mean the period commencing on the date of this Voting Agreement and ending on the earlier of: (i) the date on which the Merger Agreement is validly terminated; and (ii) the date on which a final vote is taken by the stockholders of the Company on a proposal to adopt the Merger Agreement.

SECTION 2. Transfer of Subject Securities and Voting Rights

2.1 Restriction on Transfer of Subject Securities. Subject to Section 2.3, during the Voting Period, Stockholder shall not, directly or indirectly, cause or permit any Transfer of any of the Subject Securities to be effected, other than pursuant to a written plan that meets all of the requirements of Rule 10b5-1(c) under the Securities Exchange Act of 1934.

2.2 Restriction on Transfer of Voting Rights. During the Voting Period, Stockholder shall ensure that: (a) none of the Subject Securities is deposited into a voting trust; and (b) no proxy is granted, and no voting agreement or similar agreement is entered into, with respect to any of the Subject Securities.

2.3 Permitted Transfers. Section 2.1 shall not prohibit a transfer of Subject Securities by Stockholder: (a) if Stockholder is an individual: (i) to any member of Stockholder’s immediate family; or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family; (ii) upon the death of Stockholder; (iii) pursuant to the terms of a trading plan adopted pursuant to Rule 10b5-1 under the Exchange Act in effect prior to the date hereof; (iv) upon the vesting of restricted stock awards of Company Common Stock but only to the extent of such Stockholder’s income or other tax liability with respect to such vested restricted stock awards or (v) in a Transfer not for value to one or more persons or organizations in an aggregate amount not exceeding 100,000 shares of Company Common Stock; (b) if Stockholder is a partnership or limited liability company, (i) to one or more partners or members of Stockholder or to an affiliated corporation under common control with Stockholder or (ii) in a Transfer not for value to one or more persons or organizations in an aggregate amount not exceeding 100,000 shares of Company Common Stock; provided, however, that, except for the transfers listed in Section 2.3(a)(iii) and (iv), hereof, a transfer referred to in this sentence shall be permitted only if, as a precondition to such transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Voting Agreement.

SECTION 3. Voting of Shares

3.1 Voting Covenant. Stockholder hereby agrees that, prior to the Expiration Date, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect to such meeting or consent to be voted:

(a) in favor of: (i) the execution and delivery by the Company of the Merger Agreement; (ii) the adoption of the Merger Agreement; and (iii) each of the other actions contemplated by the Merger Agreement; and

(b) against the following actions (other than the Merger and the Contemplated Transactions): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving any Acquired Corporation; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of any Acquired Corporation; (iii) any reorganization, recapitalization, dissolution or liquidation of any Acquired Corporation; (iv) any change in a majority of the board of directors of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws; (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vii) any other action which is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Contemplated Transactions.

Prior to the Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)” or clause “(c)” of the preceding sentence.

3.2 Proxy; Further Assurances.

(a) Contemporaneously with the execution of this Voting Agreement: (i) Stockholder shall deliver to Parent a proxy in the form attached to this Voting Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times during the Voting Period) with respect to the shares referred to therein (the “Proxy”); and (ii) Stockholder shall cause to be delivered to Parent an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Exchange Act), but not of record, by Stockholder. Notwithstanding anything else to the contrary contained in this Section 3.2, the Proxy shall terminate and be revoked (or shall under no circumstances become effective) with respect to the Subject Securities upon the Expiration Date, without any notice or action by Stockholders or any other person.

(b) Stockholder shall, at Stockholder’s own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent the power to carry out and give effect to the provisions of this Voting Agreement.

(c) Stockholder shall not enter into any tender, voting or other agreement, or grant a proxy or power of attorney, with respect to the Subject Securities that is inconsistent with this Voting Agreement or otherwise take any other action with respect to the Subject Securities that would in any way restrict, limit or interfere with the performance of Stockholder’s obligations hereunder or the transactions contemplated hereby.

SECTION 4. Waiver of Appraisal Rights

Stockholder hereby irrevocably and unconditionally waives, and agrees to cause to be waived and to prevent the exercise of, any rights of appraisal, any dissenters’ rights and any similar rights relating to the Merger or any related transaction that Stockholder or any other Person may have by virtue of, or with respect to, any shares of Company Common Stock Owned by Stockholder.

SECTION 5. STOCKHOLDER CAPACITY.

So long as a Stockholder or a representative of such Stockholder is an officer or director of the Company, nothing in this Agreement shall be construed as preventing or otherwise affecting any actions, judgment or decisions taken by such Stockholder in his or her capacity as an officer or director of the Company or any of its Subsidiaries or from fulfilling the obligations and responsibilities of such office (including the performance of obligations required by the fiduciary obligations and responsibilities of such Stockholder acting solely in his or her capacity as an officer or director), it being agreed and understood that this Agreement shall apply to such Stockholder solely in his or its capacity as a stockholder.

SECTION 6. Representations and Warranties of Stockholder

Stockholder hereby represents and warrants to Parent as follows:

6.1 Authorization, etc. Stockholder has the absolute and unrestricted power, authority and capacity to execute and deliver this Voting Agreement and the Proxy and to perform Stockholder’s obligations hereunder and thereunder. This Voting Agreement and the Proxy have been duly executed and delivered by Stockholder and constitute legal, valid and binding obligations of Stockholder, enforceable against Stockholder in accordance with their terms, subject to: (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (b) rules of law governing specific performance, injunctive relief and other equitable remedies. If Stockholder is a corporation, then Stockholder is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was organized. If Stockholder is a general or limited partnership, then Stockholder is a partnership duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was organized. If Stockholder is a limited liability company, then Stockholder is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was organized.

6.2 No Conflicts or Consents.

(a) The execution and delivery of this Voting Agreement and the Proxy by Stockholder do not, and the performance of this Voting Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any Legal Requirement or Order applicable to Stockholder or by which Stockholder or any of Stockholder’s properties is or may be bound or affected; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Encumbrance on any of the Subject Securities pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s affiliates or properties is or may be bound or affected.

(b) The execution and delivery of this Voting Agreement and the Proxy by Stockholder do not, and the performance of this Voting Agreement and the Proxy by Stockholder will not, require any Consent of any Person. The execution and delivery of any additional proxy pursuant to Section 3.2(a)(ii) with respect to any shares of Company Common Stock that are owned beneficially but not of record by Stockholder do not, and the performance of any such additional proxy will not, require any Consent of any Person.

6.3 Title to Securities. As of the date of this Voting Agreement: (a) Stockholder holds of record (free and clear of any Encumbrances) the number of outstanding shares of Company Common Stock set forth under the heading “Shares Held of Record” on the signature page hereof; (b) Stockholder holds (free and clear of any Encumbrances) the options, warrants and other rights to acquire shares of Company Common Stock set forth under the heading “Options and Other Rights” on the signature page hereof; (c) Stockholder Owns the additional securities of the Company set forth under the heading “Additional Securities Beneficially Owned” on the signature page hereof; and (d) Stockholder does not directly or indirectly Own any shares of capital stock or other securities of the Company, or any option, warrant or other right to acquire (by purchase, conversion or otherwise) any shares of capital stock or other securities of the Company, other than the shares and options, warrants and other rights set forth on the signature page hereof.

6.4 Accuracy of Representations. The representations and warranties contained in this Voting Agreement are accurate in all respects as of the date of this Voting Agreement, and will be accurate in all respects at all times prior to the Expiration Date as if made as of any such time or date.

SECTION 7. Miscellaneous

7.1 Stockholder Information. Stockholder hereby agrees to permit Parent and Merger Sub to publish and disclose in the Form S-4 Registration Statement Stockholder’s identity and ownership of shares of Company Common Stock and the nature of Stockholder’s commitments, arrangements and understandings under this Voting Agreement.

7.2 Further Assurances. From time to time and without additional consideration, Stockholder shall execute and deliver, or cause to be executed and delivered, such additional

transfers, assignments, endorsements, proxies, consents and other instruments, and shall take such further actions, as Parent may reasonably request for the purpose of carrying out and furthering the intent of this Voting Agreement.

7.3 Expenses. All costs and expenses incurred in connection with the transactions contemplated by this Voting Agreement shall be paid by the party incurring such costs and expenses.

7.4 Notices. Any notice or other communication under this Voting Agreement shall be in writing and shall be deemed to have been duly given or made as follows: (a) if sent by registered or certified mail in the United States return receipt requested, upon receipt; (b) if sent by nationally recognized overnight air courier (such as DHL or Federal Express), two business days after mailing; (c) if sent by facsimile transmission before 5:00 p.m., when transmitted and receipt is confirmed; (d) if sent by facsimile transmission after 5:00 p.m. and receipt is confirmed, on the following business day; and (e) if otherwise actually personally delivered, when delivered, provided that such notices, requests, demands and other communications are delivered to the address set forth below, or to such other address as any party shall provide by like notice to the other parties to this Voting Agreement:

if to Stockholder:

at the address set forth on the signature page hereof; and

with a copy (which shall not constitute notice) to:

Wilson Sonsini Goodrich & Rosati PC
650 Page Mill Road
Palo Alto, CA 94304
Attn: Steven V. Bernard
Facsimile: (650) 493-6811

Wilson Sonsini Goodrich & Rosati PC
One Market Street
Spear Tower, Suite 3300
San Francisco, CA 94105
Attn: Michael S. Ringler
Facsimile: (415) 947-2099

if to Parent:

RF Micro Devices, Inc.
7628 Thorndike Road
Greensboro, NC 27409
Attn: Suzanne Rudy
Facsimile: (336) 931-7454

with a copy (which shall not constitute notice) to:

Cooley Godward Kronish llp
5 Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306
Attention: Jane Ross, Esq. and David A. Lipkin, Esq.
Facsimile: (650) 849-7400

7.5 Severability. Any term or provision of this Voting Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court making such determination shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Voting Agreement shall be enforceable as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term.

7.6 Entire Agreement. This Voting Agreement, the Proxy, the Merger Agreement and any other documents delivered by the parties in connection herewith constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings between the parties with respect thereto.

7.7 Amendments. This Voting Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of Parent and Stockholder.

7.8 Assignment; Binding Effect; No Third Party Rights. Except as provided herein, neither this Voting Agreement nor any of the interests or obligations hereunder may be assigned or delegated by Stockholder, and any attempted or purported assignment or delegation of any of such interests or obligations shall be void. Subject to the preceding sentence, this Voting Agreement shall be binding upon Stockholder and Stockholder’s heirs, estate, executors and personal representatives and Stockholder’s successors and assigns, and shall inure to the benefit of Parent and its successors and assigns. Without limiting any of the restrictions set forth in Section 2, Section 3 or elsewhere in this Voting Agreement, this Voting Agreement shall be binding upon any Person to whom any Subject Securities are transferred. Nothing in this Voting Agreement is intended to confer on any Person (other than Parent and its successors and assigns) any rights or remedies of any nature.

7.9 Specific Performance. The parties agree that irreparable damage would occur in the event that any of the provisions of this Voting Agreement or the Proxy were not performed in accordance with its specific terms or were otherwise breached. Stockholder agrees that, in the event of any breach or threatened breach by Stockholder of any covenant or obligation contained in this Voting Agreement or in the Proxy, Parent shall be entitled (in addition to any other remedy that may be available to it, including monetary damages) to seek and obtain: (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation; and (b) an injunction restraining such breach or threatened breach. Stockholder further agrees that neither Parent nor any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 6.9, and Stockholder irrevocably waives any right he or it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

7.10 Non-Exclusivity. The rights and remedies of Parent under this Voting Agreement are not exclusive of or limited by any other rights or remedies which it may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative).

7.11 Governing Law; Jurisdiction; Waiver of Jury Trial. This Voting Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action between any of the parties arising out of or relating to this Voting Agreement or any of the transactions contemplated by this Voting Agreement, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware; (b) irrevocably waives the right to trial by jury; and (c) irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepared, to the address at which Stockholder or Parent, as the case may be, is to receive notice in accordance with Section 6.4.

7.12 Counterparts; Exchanges by Facsimile. This Voting Agreement may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. The exchange of a fully executed Voting Agreement (in counterparts or otherwise) by facsimile shall be sufficient to bind the parties to the terms and conditions of this Voting Agreement.

7.13 Captions. The captions contained in this Voting Agreement are for convenience of reference only, shall not be deemed to be a part of this Voting Agreement and shall not be referred to in connection with the construction or interpretation of this Voting Agreement.

7.14 Waiver. No failure on the part of Parent to exercise any power, right, privilege or remedy under this Voting Agreement, and no delay on the part of Parent in exercising any power, right, privilege or remedy under this Voting Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Parent shall not be deemed to have waived any claim available to Parent arising out of this Voting Agreement, or any power, right, privilege or remedy of Parent

under this Voting Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of Parent; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

7.15 Independence of Obligations. The covenants and obligations of Stockholder set forth in this Voting Agreement shall be construed as independent of any other Contract between Stockholder, on the one hand, and the Company or Parent, on the other. The existence of any claim or cause of action by Stockholder against the Company or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder. Nothing in this Voting Agreement shall limit any of the rights or remedies of Parent under the Merger Agreement, or any of the rights or remedies of Parent or any of the obligations of Stockholder under any agreement between Stockholder and Parent or any certificate or instrument executed by Stockholder in favor of Parent; and nothing in the Merger Agreement or in any other such agreement, certificate or instrument, shall limit any of the rights or remedies of Parent or any of the obligations of Stockholder under this Voting Agreement.

7.16 Construction.

(a) For purposes of this Voting Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.

(b) The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Voting Agreement.

(c) As used in this Voting Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”

(d) Except as otherwise indicated, all references in this Voting Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Voting Agreement and Exhibits to this Voting Agreement.

[Remainder of page intentionally left blank.]

In Witness Whereof, the parties have caused this Voting Agreement to be executed as of the date first written above.


		RF Micro Devices, Inc.

		/s/ Suzanne B. Rudy By Suzanne B. Rudy

		VP Corporate Treasurer
		Title

		Stockholder

		/s/ Charles R. Bland Signature

		Charles R. Bland
		Printed Name


		Address:		303 S. Technology Ct.
				Broomfield, CO

		Facsimile:


		Additional Securities
Shares Held of Record	Options and Other Rights	Beneficially Owned
12,958	0	0

Signature Page to Voting Agreement

Exhibit A

Form of Irrevocable Proxy

Proxy

Irrevocable Proxy

The undersigned stockholder (the “Stockholder”) of Sirenza Microdevices, Inc., a Delaware corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by law) appoints and constitutes Bob Bruggeworth, Jerry Neal and RF Micro Devices, Inc., a North Carolina corporation (“Parent”), and each of them, the attorneys and proxies of the Stockholder, with full power of substitution and resubstitution, to the full extent of the Stockholder’s rights with respect to (i) the outstanding shares of capital stock of the Company owned of record by the Stockholder as of the date of this proxy, which shares are specified on the final page of this proxy, and (ii) any and all other shares of capital stock of the Company which the Stockholder may acquire on or after the date hereof.. (The shares of the capital stock of the Company referred to in clauses “(i)” and “(ii)” of the immediately preceding sentence are collectively referred to as the “Shares.”) Upon the execution of this proxy, all prior proxies given by the Stockholder with respect to any of the Shares are hereby revoked, and the Stockholder agrees that no subsequent proxies will be given with respect to any of the Shares.

This proxy is irrevocable, is coupled with an interest and is granted in connection with, and as security for, the Voting Agreement, dated as of the date hereof, between Parent and the Stockholder (the “Voting Agreement”), and is granted in consideration of Parent entering into the Agreement and Plan of Merger and Reorganization, dated as of the date hereof, among Parent, Iceman Acquisition Sub, Inc., a wholly-owned subsidiary of Parent, and the Company (the “Merger Agreement”). This proxy will terminate on the Expiration Date (as defined in the Voting Agreement).

Prior to the Expiration Date, the attorneys and proxies named above will be empowered, and may exercise this proxy, to vote any Shares owned by the undersigned, at any meeting of the stockholders of the Company, however called, and in connection with any written action by consent of stockholders of the Company:

(a) in favor of: (i) the execution and delivery by the Company of the Merger Agreement; (ii) the adoption of the Merger Agreement; and (iii) each of the other actions contemplated by the Merger Agreement; and

(b) against the following actions (other than the Contemplated Transactions (as defined in the Merger Agreement)): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving any Acquired Corporation (as defined in the Merger Agreement); (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of any Acquired Corporation; (iii) any reorganization, recapitalization, dissolution or liquidation of any Acquired Corporation; (iv) any change in a majority of the board of directors of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws; (vi) any material change in the capitalization of the Company or the Company’s corporate structure; and (vii) any other action which is intended, or would reasonably be expected to impede, interfere with, delay, postpone, discourage or adversely affect the Contemplated Transactions.

Proxy

The Stockholder may vote the Shares on all other matters not referred to in this proxy, and the attorneys and proxies named above may not exercise this proxy with respect to such other matters.

This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the Stockholder (including any transferee of any of the Shares).

Any term or provision of this proxy that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the Stockholder agrees that the court making such determination shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this proxy shall be enforceable as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term.

Dated: August 12, 2007


		Stockholder

		/s/ Charles R. Bland
		Signature

		Charles R. Bland
		Printed Name

		Number of shares of common stock of the Company owned of record as of the date of this proxy:
		12,958

Proxy

EX-99.3 3 g09059exv99w3.htm EXHIBIT 3 Exhibit 3

EXHIBIT 3

EXECUTION VERSION

VOTING AGREEMENT

Recitals

D. Stockholder is entering into this Voting Agreement in order to induce Parent to enter into the Merger Agreement and cause the Merger to be consummated.

Agreement

The parties to this Voting Agreement, intending to be legally bound, agree as follows:

SECTION 1. Certain Definitions

For purposes of this Voting Agreement:

(a) “Expiration Date” shall mean the earlier of: (i) the date on which the Merger Agreement is validly terminated; or (ii) the date upon which the Merger becomes effective.

SECTION 2. Transfer of Subject Securities and Voting Rights

SECTION 3. Voting of Shares

3.2 Proxy; Further Assurances.

SECTION 4. Waiver of Appraisal Rights

SECTION 5. STOCKHOLDER CAPACITY.

SECTION 6. Representations and Warranties of Stockholder

Stockholder hereby represents and warrants to Parent as follows:

6.2 No Conflicts or Consents.

SECTION 7. Miscellaneous

7.2 Further Assurances. From time to time and without additional consideration, Stockholder shall execute and deliver, or cause to be executed and delivered, such additional

7.3 Expenses. All costs and expenses incurred in connection with the transactions contemplated by this Voting Agreement shall be paid by the party incurring such costs and expenses.

if to Stockholder:

at the address set forth on the signature page hereof; and

with a copy (which shall not constitute notice) to:

Wilson Sonsini Goodrich & Rosati PC
650 Page Mill Road
Palo Alto, CA 94304
Attn: Steven V. Bernard
Facsimile: (650) 493-6811

Wilson Sonsini Goodrich & Rosati PC
One Market Street
Spear Tower, Suite 3300
San Francisco, CA 94105
Attn: Michael S. Ringler
Facsimile: (415) 947-2099

if to Parent:

RF Micro Devices, Inc.
7628 Thorndike Road
Greensboro, NC 27409
Attn: Suzanne Rudy
Facsimile: (336) 931-7454

with a copy (which shall not constitute notice) to:

Cooley Godward Kronish llp
5 Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306
Attention: Jane Ross, Esq. and David A. Lipkin, Esq.
Facsimile: (650) 849-7400

7.16 Construction.

[Remainder of page intentionally left blank.]

In Witness Whereof, the parties have caused this Voting Agreement to be executed as of the date first written above.



		RF Micro Devices, Inc.

		/s/ Suzanne B. Rudy

		By Suzanne B. Rudy

		VP Corporate Treasurer

		Title

		Stockholder

		/s/ John Bumgarner

		Signature

		John Bumgarner

		Printed Name

		Address:
				2145 E. 29th
				Tulsa, Oklahoma
		Facsimile:


		Additional Securities
Shares Held of Record	Options and Other Rights	Beneficially Owned
65,582	15,418	1,000

Signature Page to Voting Agreement

Exhibit A

Form of Irrevocable Proxy

Proxy

Irrevocable Proxy

Proxy

The Stockholder may vote the Shares on all other matters not referred to in this proxy, and the attorneys and proxies named above may not exercise this proxy with respect to such other matters.

This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the Stockholder (including any transferee of any of the Shares).

Dated: August 12, 2007



		Stockholder

		/s/ John Bumgarner

		Signature

		John Bumgarner

		Printed Name

Proxy

EX-99.4 4 g09059exv99w4.htm EXHIBIT 4 Exhibit 4

EXHIBIT 4

EXECUTION VERSION

VOTING AGREEMENT

Recitals

D. Stockholder is entering into this Voting Agreement in order to induce Parent to enter into the Merger Agreement and cause the Merger to be consummated.

Agreement

The parties to this Voting Agreement, intending to be legally bound, agree as follows:

SECTION 1. Certain Definitions

For purposes of this Voting Agreement:

(a) “Expiration Date” shall mean the earlier of: (i) the date on which the Merger Agreement is validly terminated; or (ii) the date upon which the Merger becomes effective.

SECTION 2. Transfer of Subject Securities and Voting Rights

SECTION 3. Voting of Shares

3.2 Proxy; Further Assurances.

SECTION 4. Waiver of Appraisal Rights

SECTION 5. STOCKHOLDER CAPACITY.

SECTION 6. Representations and Warranties of Stockholder

Stockholder hereby represents and warrants to Parent as follows:

6.2 No Conflicts or Consents.

SECTION 7. Miscellaneous

7.2 Further Assurances. From time to time and without additional consideration, Stockholder shall execute and deliver, or cause to be executed and delivered, such additional

7.3 Expenses. All costs and expenses incurred in connection with the transactions contemplated by this Voting Agreement shall be paid by the party incurring such costs and expenses.

if to Stockholder:

at the address set forth on the signature page hereof; and

with a copy (which shall not constitute notice) to:

Wilson Sonsini Goodrich & Rosati PC
650 Page Mill Road
Palo Alto, CA 94304
Attn: Steven V. Bernard
Facsimile: (650) 493-6811

Wilson Sonsini Goodrich & Rosati PC
One Market Street
Spear Tower, Suite 3300
San Francisco, CA 94105
Attn: Michael S. Ringler
Facsimile: (415) 947-2099

if to Parent:

RF Micro Devices, Inc.
7628 Thorndike Road
Greensboro, NC 27409
Attn: Suzanne Rudy
Facsimile: (336) 931-7454

with a copy (which shall not constitute notice) to:

Cooley Godward Kronish LLP
5 Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306
Attention: Jane Ross, Esq. and David A. Lipkin, Esq.
Facsimile: (650) 849-7400

7.16 Construction.

[Remainder of page intentionally left blank.]

In Witness Whereof, the parties have caused this Voting Agreement to be executed as of the date first written above.


		RF Micro Devices, Inc.

		/s/ Suzanne B. Rudy

		By Suzanne B. Rudy

		VP Corporate Treasurer
		Title

		Stockholder

		/s/ Christopher J. Crespi

		Signature

		Christopher J. Crespi
		Printed Name


		Address:		83 Tiger Tail Court
				Orinda, CA 94563

		Facsimile:		925-253-4832


		Additional Securities
Shares Held of Record	Options and Other Rights	Beneficially Owned
16,000	0	0

Signature Page to Voting Agreement

Exhibit A

Form of Irrevocable Proxy

Proxy

Irrevocable Proxy

Proxy

The Stockholder may vote the Shares on all other matters not referred to in this proxy, and the attorneys and proxies named above may not exercise this proxy with respect to such other matters.

This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the Stockholder (including any transferee of any of the Shares).

Dated: August 12, 2007


		Stockholder

		/s/ Christopher J. Crespi

		Signature

		Christopher J. Crespi
		Printed Name

		Number of shares of common stock of the Company owned of record as of the date of this proxy:
		16,000

Proxy

EX-99.5 5 g09059exv99w5.htm EXHIBIT 5 Exhibit 5

EXHIBIT 5

EXECUTION VERSION

VOTING AGREEMENT

Recitals

D. Stockholder is entering into this Voting Agreement in order to induce Parent to enter into the Merger Agreement and cause the Merger to be consummated.

Agreement

The parties to this Voting Agreement, intending to be legally bound, agree as follows:

SECTION 1. Certain Definitions

For purposes of this Voting Agreement:

(a) “Expiration Date” shall mean the earlier of: (i) the date on which the Merger Agreement is validly terminated; or (ii) the date upon which the Merger becomes effective.

SECTION 2. Transfer of Subject Securities and Voting Rights

SECTION 3. Voting of Shares

3.2 Proxy; Further Assurances.

SECTION 4. Waiver of Appraisal Rights

SECTION 5. STOCKHOLDER CAPACITY.

SECTION 6. Representations and Warranties of Stockholder

Stockholder hereby represents and warrants to Parent as follows:

6.2 No Conflicts or Consents.

SECTION 7. Miscellaneous

7.2 Further Assurances. From time to time and without additional consideration, Stockholder shall execute and deliver, or cause to be executed and delivered, such additional

7.3 Expenses. All costs and expenses incurred in connection with the transactions contemplated by this Voting Agreement shall be paid by the party incurring such costs and expenses.

if to Stockholder:

at the address set forth on the signature page hereof; and

with a copy (which shall not constitute notice) to:

Wilson Sonsini Goodrich & Rosati PC
650 Page Mill Road
Palo Alto, CA 94304
Attn: Steven V. Bernard
Facsimile: (650) 493-6811

Wilson Sonsini Goodrich & Rosati PC
One Market Street
Spear Tower, Suite 3300
San Francisco, CA 94105
Attn: Michael S. Ringler
Facsimile: (415) 947-2099

if to Parent:

RF Micro Devices, Inc.
7628 Thorndike Road
Greensboro, NC 27409
Attn: Suzanne Rudy
Facsimile: (336) 931-7454

with a copy (which shall not constitute notice) to:

Cooley Godward Kronish llp
5 Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306
Attention: Jane Ross, Esq. and David A. Lipkin, Esq.
Facsimile: (650) 849-7400

7.16 Construction.

[Remainder of page intentionally left blank.]

In Witness Whereof, the parties have caused this Voting Agreement to be executed as of the date first written above.


		RF Micro Devices, Inc.

		/s/ Suzanne B. Rudy

		By Suzanne B. Rudy

		VP Corporate Treasurer

		Title

		Stockholder

		/s/ Norman Hilgendorf

		Signature

		Norman Hilgendorf

		Printed Name

		Address: 388 Arlington Elmhurst, IL 60126

		Facsimile: 630-586-0856


		Additional Securities
Shares Held of Record	Options and Other Rights	Beneficially Owned
14,520	55,000	0

Signature Page to Voting Agreement

Exhibit A

Form of Irrevocable Proxy

Proxy

Irrevocable Proxy

Proxy

expected to impede, interfere with, delay, postpone, discourage or adversely affect the Contemplated Transactions.

The Stockholder may vote the Shares on all other matters not referred to in this proxy, and the attorneys and proxies named above may not exercise this proxy with respect to such other matters.

This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the Stockholder (including any transferee of any of the Shares).

Dated: August 12, 2007


		Stockholder

		/s/ Norman Hilgendorf

		Signature

		Norman Hilgendorf

		Printed Name

		Number of shares of common stock of the Company owned of record as of the date of this proxy: 14,520

Proxy

EX-99.6 6 g09059exv99w6.htm EXHIBIT 6 Exhibit 6

EXHIBIT 6

EXECUTION VERSION

VOTING AGREEMENT

Recitals

D. Stockholder is entering into this Voting Agreement in order to induce Parent to enter into the Merger Agreement and cause the Merger to be consummated.

Agreement

The parties to this Voting Agreement, intending to be legally bound, agree as follows:

SECTION 1. Certain Definitions

For purposes of this Voting Agreement:

(a) “Expiration Date” shall mean the earlier of: (i) the date on which the Merger Agreement is validly terminated; or (ii) the date upon which the Merger becomes effective.

SECTION 2. Transfer of Subject Securities and Voting Rights

SECTION 3. Voting of Shares

3.2 Proxy; Further Assurances.

SECTION 4. Waiver of Appraisal Rights

SECTION 5. STOCKHOLDER CAPACITY.

SECTION 6. Representations and Warranties of Stockholder

Stockholder hereby represents and warrants to Parent as follows:

6.2 No Conflicts or Consents.

SECTION 7. Miscellaneous

7.2 Further Assurances. From time to time and without additional consideration, Stockholder shall execute and deliver, or cause to be executed and delivered, such additional

7.3 Expenses. All costs and expenses incurred in connection with the transactions contemplated by this Voting Agreement shall be paid by the party incurring such costs and expenses.

if to Stockholder:

at the address set forth on the signature page hereof; and

with a copy (which shall not constitute notice) to:

Wilson Sonsini Goodrich & Rosati PC
650 Page Mill Road
Palo Alto, CA 94304
Attn: Steven V. Bernard
Facsimile: (650) 493-6811

Wilson Sonsini Goodrich & Rosati PC
One Market Street
Spear Tower, Suite 3300
San Francisco, CA 94105
Attn: Michael S. Ringler
Facsimile: (415) 947-2099

if to Parent:

RF Micro Devices, Inc.
7628 Thorndike Road
Greensboro, NC 27409
Attn: Suzanne Rudy
Facsimile: (336) 931-7454

with a copy (which shall not constitute notice) to:

Cooley Godward Kronish llp
5 Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306
Attention: Jane Ross, Esq. and David A. Lipkin, Esq.
Facsimile: (650) 849-7400

7.16 Construction.

[Remainder of page intentionally left blank.]

In Witness Whereof, the parties have caused this Voting Agreement to be executed as of the date first written above.


		RF Micro Devices, Inc.

		/s/ Suzanne B. Rudy By Suzanne B. Rudy

		VP Corporate Treasurer
		Title

		Stockholder

		/s/ John O’Campo and Susan O’Campo Signature

		John O’Campo and Susan O’Campo
		Printed Name

		Address: 3035 Technolgy Ct. Broomfield, CO 80021


		Facsimile:


		Additional Securities
Shares Held of Record	Options and Other Rights	Beneficially Owned
0	0	11, 222, 241

Signature Page to Voting Agreement

Exhibit A

Form of Irrevocable Proxy

Proxy

Irrevocable Proxy

Proxy

The Stockholder may vote the Shares on all other matters not referred to in this proxy, and the attorneys and proxies named above may not exercise this proxy with respect to such other matters.

This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the Stockholder (including any transferee of any of the Shares).

Dated: August 12, 2007


		Stockholder

		/s/ John O’Campo and Susan O’Campo Signature

		John O’Campo and Susan O’Campo
		Printed Name

		Number of shares of common stock of the Company owned of record as of the date of this proxy:
		0

Proxy

EX-99.7 7 g09059exv99w7.htm EXHIBIT 7 Exhibit 7

EXHIBIT 7

EXECUTION VERSION

VOTING AGREEMENT

Recitals

D. Stockholder is entering into this Voting Agreement in order to induce Parent to enter into the Merger Agreement and cause the Merger to be consummated.

Agreement

The parties to this Voting Agreement, intending to be legally bound, agree as follows:

SECTION 1. Certain Definitions

For purposes of this Voting Agreement:

(a) “Expiration Date” shall mean the earlier of: (i) the date on which the Merger Agreement is validly terminated; or (ii) the date upon which the Merger becomes effective.

SECTION 2. Transfer of Subject Securities and Voting Rights

SECTION 3. Voting of Shares

3.2 Proxy; Further Assurances.

SECTION 4. Waiver of Appraisal Rights

SECTION 5. STOCKHOLDER CAPACITY.

SECTION 6. Representations and Warranties of Stockholder

Stockholder hereby represents and warrants to Parent as follows:

6.2 No Conflicts or Consents.

SECTION 7. Miscellaneous

7.2 Further Assurances. From time to time and without additional consideration, Stockholder shall execute and deliver, or cause to be executed and delivered, such additional

7.3 Expenses. All costs and expenses incurred in connection with the transactions contemplated by this Voting Agreement shall be paid by the party incurring such costs and expenses.

if to Stockholder:

at the address set forth on the signature page hereof; and

with a copy (which shall not constitute notice) to:

Wilson Sonsini Goodrich & Rosati PC
650 Page Mill Road
Palo Alto, CA 94304
Attn: Steven V. Bernard
Facsimile: (650) 493-6811

Wilson Sonsini Goodrich & Rosati PC
One Market Street
Spear Tower, Suite 3300
San Francisco, CA 94105
Attn: Michael S. Ringler
Facsimile: (415) 947-2099

if to Parent:

RF Micro Devices, Inc.
7628 Thorndike Road
Greensboro, NC 27409
Attn: Suzanne Rudy
Facsimile: (336) 931-7454

with a copy (which shall not constitute notice) to:

Cooley Godward Kronish llp
5 Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306
Attention: Jane Ross, Esq. and David A. Lipkin, Esq.
Facsimile: (650) 849-7400

7.16 Construction.

[Remainder of page intentionally left blank.]

In Witness Whereof, the parties have caused this Voting Agreement to be executed as of the date first written above.



		RF Micro Devices, Inc.

		/s/ Suzanne B. Rudy

		By Suzanne B. Rudy

		VP Corporate Treasurer

		Title

		Stockholder

		/s/ Gerald L. Quinnell

		Signature

		Gerald L. Quinnell

		Printed Name

		Address:		1293 Hillcrest Drive
				San Jose, CA 95120

		Facsimile:		408-997-9742


		Additional Securities
Shares Held of Record	Options and Other Rights	Beneficially Owned
34,563	0	1,000

Signature Page to Voting Agreement

Exhibit A

Form of Irrevocable Proxy

Proxy

Irrevocable Proxy

Proxy

The Stockholder may vote the Shares on all other matters not referred to in this proxy, and the attorneys and proxies named above may not exercise this proxy with respect to such other matters.

This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the Stockholder (including any transferee of any of the Shares).

Dated: August 12, 2007



		Stockholder

		/s/ Gerald L. Quinnell

		Signature

		Gerald L. Quinnell

		Printed Name



		Number of shares of common stock of the
		Company owned of record as of the date
		of this proxy:
		34,563

Proxy

EX-99.8 8 g09059exv99w8.htm EXHIBIT 8 Exhibit 8

EXHIBIT 8

EXECUTION VERSION

VOTING AGREEMENT

Recitals

D. Stockholder is entering into this Voting Agreement in order to induce Parent to enter into the Merger Agreement and cause the Merger to be consummated.

Agreement

The parties to this Voting Agreement, intending to be legally bound, agree as follows:

SECTION 1. Certain Definitions

For purposes of this Voting Agreement:

(a) “Expiration Date” shall mean the earlier of: (i) the date on which the Merger Agreement is validly terminated; or (ii) the date upon which the Merger becomes effective.

SECTION 2. Transfer of Subject Securities and Voting Rights

SECTION 3. Voting of Shares

3.2 Proxy; Further Assurances.

SECTION 4. Waiver of Appraisal Rights

SECTION 5. STOCKHOLDER CAPACITY.

SECTION 6. Representations and Warranties of Stockholder

Stockholder hereby represents and warrants to Parent as follows:

6.2 No Conflicts or Consents.

SECTION 7. Miscellaneous

7.2 Further Assurances. From time to time and without additional consideration, Stockholder shall execute and deliver, or cause to be executed and delivered, such additional

7.3 Expenses. All costs and expenses incurred in connection with the transactions contemplated by this Voting Agreement shall be paid by the party incurring such costs and expenses.

if to Stockholder:

at the address set forth on the signature page hereof; and

with a copy (which shall not constitute notice) to:

Wilson Sonsini Goodrich & Rosati PC
650 Page Mill Road
Palo Alto, CA 94304
Attn: Steven V. Bernard
Facsimile: (650) 493-6811

Wilson Sonsini Goodrich & Rosati PC
One Market Street
Spear Tower, Suite 3300
San Francisco, CA 94105
Attn: Michael S. Ringler
Facsimile: (415) 947-2099

if to Parent:

RF Micro Devices, Inc.
7628 Thorndike Road
Greensboro, NC 27409
Attn: Suzanne Rudy
Facsimile: (336) 931-7454

with a copy (which shall not constitute notice) to:

Cooley Godward Kronish llp
5 Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306
Attention: Jane Ross, Esq. and David A. Lipkin, Esq.
Facsimile: (650) 849-7400

7.16 Construction.

[Remainder of page intentionally left blank.]

In Witness Whereof, the parties have caused this Voting Agreement to be executed as of the date first written above.


		RF Micro Devices, Inc.

		/s/ Suzanne B. Rudy

		By Suzanne B. Rudy VP Corporate Treasurer

		Title

		Stockholder

		/s/ Clay Simpson

		Signature Clay Simpson

		Printed Name

		Address:		303 S. Technology Ct Broomfield, Co 80021

		Facsimile: 888-818-8023


		Additional Securities
Shares Held of Record	Options and Other Rights	Beneficially Owned
12,500	37,000	0

Signature Page to Voting Agreement

Exhibit A

Form of Irrevocable Proxy

Proxy

Irrevocable Proxy

Proxy

The Stockholder may vote the Shares on all other matters not referred to in this proxy, and the attorneys and proxies named above may not exercise this proxy with respect to such other matters.

This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the Stockholder (including any transferee of any of the Shares).

Dated: August 12, 2007


		Stockholder

		/s/ Clay Simpson Signature Clay Simpson Printed Name

		Number of shares of common stock of the Company owned of record as of the date of this proxy: 12,500

Proxy

EX-99.9 9 g09059exv99w9.htm EXHIBIT 9 Exhibit 9

EXHIBIT 9

EXECUTION VERSION

VOTING AGREEMENT

Recitals

D. Stockholder is entering into this Voting Agreement in order to induce Parent to enter into the Merger Agreement and cause the Merger to be consummated.

Agreement

The parties to this Voting Agreement, intending to be legally bound, agree as follows:

SECTION 1. Certain Definitions

For purposes of this Voting Agreement:

(a) “Expiration Date” shall mean the earlier of: (i) the date on which the Merger Agreement is validly terminated; or (ii) the date upon which the Merger becomes effective.

SECTION 2. Transfer of Subject Securities and Voting Rights

SECTION 3. Voting of Shares

3.2 Proxy; Further Assurances.

SECTION 4. Waiver of Appraisal Rights

SECTION 5. STOCKHOLDER CAPACITY.

SECTION 6. Representations and Warranties of Stockholder

Stockholder hereby represents and warrants to Parent as follows:

6.2 No Conflicts or Consents.

SECTION 7. Miscellaneous

7.2 Further Assurances. From time to time and without additional consideration, Stockholder shall execute and deliver, or cause to be executed and delivered, such additional

7.3 Expenses. All costs and expenses incurred in connection with the transactions contemplated by this Voting Agreement shall be paid by the party incurring such costs and expenses.

if to Stockholder:

at the address set forth on the signature page hereof; and

with a copy (which shall not constitute notice) to:

Wilson Sonsini Goodrich & Rosati PC
650 Page Mill Road
Palo Alto, CA 94304
Attn: Steven V. Bernard
Facsimile: (650) 493-6811

Wilson Sonsini Goodrich & Rosati PC
One Market Street
Spear Tower, Suite 3300
San Francisco, CA 94105
Attn: Michael S. Ringler
Facsimile: (415) 947-2099

if to Parent:

RF Micro Devices, Inc.
7628 Thorndike Road
Greensboro, NC 27409
Attn: Suzanne Rudy
Facsimile: (336) 931-7454

with a copy (which shall not constitute notice) to:

Cooley Godward Kronish llp
5 Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306
Attention: Jane Ross, Esq. and David A. Lipkin, Esq.
Facsimile: (650) 849-7400

7.16 Construction.

[Remainder of page intentionally left blank.]

In Witness Whereof, the parties have caused this Voting Agreement to be executed as of the date first written above.


	RF Micro Devices, Inc.
	/s/ Suzanne B. Rudy
	By Suzanne B. Rudy

	VP Corporate Treasurer
	Title

	Stockholder
	/s/ Casimir Skrzypczak
	Signature

	Casimir Skrzypczak
	Printed Name

	Address: 90 Oxford Road Rockville Center, NY 11570 Facsimile:


		Additional Securities
Shares Held of Record	Options and Other Rights	Beneficially Owned
24,182	42,000	0

Signature Page to voting Agreement

Exhibit A

Form of Irrevocable Proxy

Proxy

Irrevocable Proxy

Proxy

The Stockholder may vote the Shares on all other matters not referred to in this proxy, and the attorneys and proxies named above may not exercise this proxy with respect to such other matters.

This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the Stockholder (including any transferee of any of the Shares).

Dated: August 12, 2007


	Stockholder
	/s/ Casimir Skrzypczak
	Signature

	Casimir Skrzypczak
	Printed Name

	Number of shares of common stock of the Company owned of record as of the date of this proxy: 24,182

Proxy

EX-99.10 10 g09059exv99w10.htm EXHIBIT 10 Exhibit 10

EXHIBIT 10

EXECUTION VERSION

VOTING AGREEMENT

Recitals

D. Stockholder is entering into this Voting Agreement in order to induce Parent to enter into the Merger Agreement and cause the Merger to be consummated.

Agreement

The parties to this Voting Agreement, intending to be legally bound, agree as follows:

SECTION 1. Certain Definitions

For purposes of this Voting Agreement:

(a) “Expiration Date” shall mean the earlier of: (i) the date on which the Merger Agreement is validly terminated; or (ii) the date upon which the Merger becomes effective.

SECTION 2. Transfer of Subject Securities and Voting Rights

SECTION 3. Voting of Shares

3.2 Proxy; Further Assurances.

SECTION 4. Waiver of Appraisal Rights

SECTION 5. STOCKHOLDER CAPACITY.

SECTION 6. Representations and Warranties of Stockholder

Stockholder hereby represents and warrants to Parent as follows:

6.2 No Conflicts or Consents.

SECTION 7. Miscellaneous

7.2 Further Assurances. From time to time and without additional consideration, Stockholder shall execute and deliver, or cause to be executed and delivered, such additional

7.3 Expenses. All costs and expenses incurred in connection with the transactions contemplated by this Voting Agreement shall be paid by the party incurring such costs and expenses.

if to Stockholder:

at the address set forth on the signature page hereof; and

with a copy (which shall not constitute notice) to:

Wilson Sonsini Goodrich & Rosati PC
650 Page Mill Road
Palo Alto, CA 94304
Attn: Steven V. Bernard
Facsimile: (650) 493-6811

Wilson Sonsini Goodrich & Rosati PC
One Market Street
Spear Tower, Suite 3300
San Francisco, CA 94105
Attn: Michael S. Ringler
Facsimile: (415) 947-2099

if to Parent:

RF Micro Devices, Inc.
7628 Thorndike Road
Greensboro, NC 27409
Attn: Suzanne Rudy
Facsimile: (336) 931-7454

with a copy (which shall not constitute notice) to:

Cooley Godward Kronish llp
5 Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306
Attention: Jane Ross, Esq. and David A. Lipkin, Esq.
Facsimile: (650) 849-7400

7.16 Construction.

[Remainder of page intentionally left blank.]

In Witness Whereof, the parties have caused this Voting Agreement to be executed as of the date first written above.


		RF Micro Devices, Inc.

		/s/ Suzanne B. Rudy

		By Suzanne B. Rudy

		VP Corporate Treasurer
		Title

		Stockholder

		/s/ Robert Van Buskirk

		Signature

		Robert Van Buskirk
		Printed Name

		Address:		31414 Blackfeather Tr
				Evergreen, CO 80439

		Facsimile:


Shares Held of Record	Options and Other Rights	Additional Securities Beneficially Owned

244,592	561,833	0

Signature Page to Voting Agreement

Exhibit A

Form of Irrevocable Proxy

Proxy

Irrevocable Proxy

Proxy

The Stockholder may vote the Shares on all other matters not referred to in this proxy, and the attorneys and proxies named above may not exercise this proxy with respect to such other matters.

This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the Stockholder (including any transferee of any of the Shares).

Dated: August 12, 2007


		Stockholder

		/s/ Robert Van Buskirk
		Signature

		Robert Van Buskirk
		Printed Name

		Number of shares of common stock of the Company owned of record as of the date of this proxy: 244,592

Proxy

EX-99.11 11 g09059exv99w11.htm EXHIBIT 11 Exhibit 11

EXHIBIT 11

EXECUTION VERSION

VOTING AGREEMENT

Recitals

D. Stockholder is entering into this Voting Agreement in order to induce Parent to enter into the Merger Agreement and cause the Merger to be consummated.

Agreement

The parties to this Voting Agreement, intending to be legally bound, agree as follows:

SECTION 1. Certain Definitions

For purposes of this Voting Agreement:

(a) “Expiration Date” shall mean the earlier of: (i) the date on which the Merger Agreement is validly terminated; or (ii) the date upon which the Merger becomes effective.

SECTION 2. Transfer of Subject Securities and Voting Rights

SECTION 3. Voting of Shares

3.2 Proxy; Further Assurances.

SECTION 4. Waiver of Appraisal Rights

SECTION 5. STOCKHOLDER CAPACITY.

SECTION 6. Representations and Warranties of Stockholder

Stockholder hereby represents and warrants to Parent as follows:

6.2 No Conflicts or Consents.

SECTION 7. Miscellaneous

7.2 Further Assurances. From time to time and without additional consideration, Stockholder shall execute and deliver, or cause to be executed and delivered, such additional

7.3 Expenses. All costs and expenses incurred in connection with the transactions contemplated by this Voting Agreement shall be paid by the party incurring such costs and expenses.

if to Stockholder:

at the address set forth on the signature page hereof; and

with a copy (which shall not constitute notice) to:

Wilson Sonsini Goodrich & Rosati PC
650 Page Mill Road
Palo Alto, CA 94304
Attn: Steven V. Bernard
Facsimile: (650) 493-6811

Wilson Sonsini Goodrich & Rosati PC
One Market Street
Spear Tower, Suite 3300
San Francisco, CA 94105
Attn: Michael S. Ringler
Facsimile: (415) 947-2099

if to Parent:

RF Micro Devices, Inc.
7628 Thorndike Road
Greensboro, NC 27409
Attn: Suzanne Rudy
Facsimile: (336) 931-7454

with a copy (which shall not constitute notice) to:

Cooley Godward Kronish llp
5 Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306
Attention: Jane Ross, Esq. and David A. Lipkin, Esq.
Facsimile: (650) 849-7400

7.16 Construction.

[Remainder of page intentionally left blank.]

In Witness Whereof, the parties have caused this Voting Agreement to be executed as of the date first written above.


		RF Micro Devices, Inc.

		/s/ Suzanne B. Rudy

		By Suzanne B. Rudy

		VP Corporate Treasurer
		Title

		Stockholder

		/s/ Gil J. Van Lunsen

		Signature

		Gil J. Van Lunsen
		Printed Name

		Address:		171 Crazy Horse Drive
				Durango, CO 81501

		Facsimile: 970-946-5908


		Additional Securities
Shares Held of Record	Options and Other Rights	Beneficially Owned

6,358	60,000	0

Signature Page to Voting Agreement

Exhibit A

Form of Irrevocable Proxy

Proxy

Irrevocable Proxy

Proxy

The Stockholder may vote the Shares on all other matters not referred to in this proxy, and the attorneys and proxies named above may not exercise this proxy with respect to such other matters.

This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the Stockholder (including any transferee of any of the Shares).

Dated: August 12, 2007


		Stockholder

		/s/ Gil J. Van Lunsen Signature

		Gil J. Van Lunsen
		Printed Name

		Number of shares of common stock of the Company owned of record as of the date of this proxy: 6,358

Proxy

-----END PRIVACY-ENHANCED MESSAGE-----

Number of shares of common stock of the Company owned of record as of the date of this proxy: