We fervently hope that the Board's actions to date, including breaking off negotiations with no notice and attempting to manipulate the election by changing the rules for the election, are not a portent for future self-serving actions in the upcoming proxy contest.  Your actions do reinforce the urgent need for the Board to include new directors who believe in and actually practice the Cypress Code of Business Conduct and Ethics, which has been egregiously violated.

We urge you once again to stop the evasive actions, address the two main issues raised in the Delaware lawsuit and reconsider your opposition to adding Dan McCranie and Camillo Martino to the Board. We should not have to remind you of their clear qualifications to contribute highly valuable and much needed semiconductor industry and corporate governance expertise that would benefit all Cypress stockholders:

J. Daniel McCranie is currently Chairman at ON Semiconductor Corp. and previously served as Non-Executive Chairman at Freescale Semiconductor, Inc. He has served on the Board of Directors at Mentor Graphics Corp. since 2012. He served on the Board of Directors of Cypress Semiconductor Corp. from 2005 through 2014. He has served as Chairman of Actel Corporation, Chairman of Virage Logic, Inc, Chairman of Xicor Corporation, and Board Director of California Microdevices, Inc. McCranie was previously employed as Executive Vice President-Sales & Applications by Cypress Semiconductor Corp., President & Chief Executive Officer by Virage Logic Corp., Vice President-Sales & Marketing by Cypress Semiconductor Corp., and Chairman, President & Chief Executive Officer by SEEQ Technology, Inc.

Camillo Martino has served as a member of the Board of Directors of MagnaChip Semiconductor Corp. since August 2016. Martino has served as a member of the Board of Directors of VVDN Technologies, a private company, since March 2016 and as Vice Chairman of the Board of Directors of SAI Technology, Inc., a private company, since April 2015. Previously, he served as director and CEO of Silicon Image, Inc.; COO at SAI Technology Inc.; and President, CEO and Director of Cornice Inc. He also served as Executive Vice President and COO of chipmaker Zoran Corporation. His career began at National Semiconductor Corporation, where he held multiple positions over a nearly 14-year tenure at the Company.

For the benefit of Cypress stockholders, the Company must have a board that can support both good corporate governance and operational excellence. And the best way to accomplish that is the addition of Mr. McCranie and Mr. Martino to the Cypress Board.

Very truly yours,

/Camillo Martino/                            /J. Daniel McCranie/                       /T.J. Rodgers/

Camillo Martino                               J. Daniel McCranie                        T.J. Rodgers

Please send us your comments, thoughts and questions at Email Contact.

Additional Information and Where to Find It

T.J. Rodgers is the founding CEO of the Company. Rodgers, J. Daniel McCranie and Camillo Martino may be deemed to be participants in the solicitation of proxies from stockholders in connection with the 2017 Annual Meeting of Stockholders (the "Annual Meeting") of the Company and in connection with the solicitation of consents by the Company's Board of Directors of the Company's stockholders with respect to certain governance matters (the "Consent Solicitation"). Mr. Rodgers intends to file a proxy statement (the "Proxy Statement") with the Securities and Exchange Commission (the "SEC") in connection with his solicitation of proxies for the Annual Meeting and may file an information statement in connection with the Consent Solicitation (an "Information Statement").

Rodgers owns or controls voting of 8,625,619 shares of the Company's common stock. Neither McCranie nor Martino owns in excess of 1% of the Company's common stock. Additional information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, will be included in the Proxy Statement and other relevant documents to be filed with the SEC in connection with the Annual Meeting or any Information Statement to be filed with the SEC in connection with the Consent Solicitation.

Promptly after filing a definitive Proxy Statement with the SEC, Rodgers intends to mail the definitive Proxy Statement and a proxy card pursuant to applicable SEC rules. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT RODGERS WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

STOCKHOLDERS ARE ALSO URGED TO READ ANY INFORMATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT RODGERS MAY FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Stockholders may obtain, free of charge, copies of the definitive Proxy Statement, any Information Statement and any other documents filed by Mr. Rodgers with respect to the Company with the SEC in connection with the Annual Meeting or the Consent Solicitation at the SEC's website ( http://www.sec.gov). In addition, copies of such materials, when available, may be requested free of charge from Mr. Rodgers's proxy solicitor, MacKenzie Partners, Inc., 105 Madison Avenue, New York, NY 10016 or toll-free at (800) 322-2855.

Media Contacts  
Abernathy MacGregor  
Jeremy Jacobs / Sheila Ennis  
212-371-5999 / 415-926-7961  
Email Contact   
Email Contact

Investor Contacts  
MacKenzie Partners  
Daniel Burch / Larry Dennedy  
212-929-5500  
Email Contact  
Email Contact

About T.J. Rodgers

T.J. Rodgers co-founded Cypress Semiconductor Corporation in 1982 and served as the Company's President and Chief Executive Officer until April 2016 and as a member of its Board of Directors until August 2016. He is a former chairman of the Semiconductor Industry Association (SIA) and SunPower Corp. and currently sits on the boards of directors of high-technology companies, including Bloom Energy (fuel cells), Enphase (solar energy electronics), WaterBit (precision agriculture) and Enovix (silicon lithium-ion batteries). He has been honored for his foundational support over a 20-year period of the Second Harvest Food Bank of Santa Clara and San Mateo Counties and the California Association of African American Educators. Rodgers received his bachelor's degree from Dartmouth College, graduating as salutatorian with majors in chemistry and physics. He received his master's degree and Ph.D. in electrical engineering from Stanford University. While pursuing his Ph.D. degree, Rodgers invented the VMOS process technology, which he later licensed to American Microsystems, Inc.

¹ U.S. Rep. Robert Pittenger's letter to U.S. Congress dated November 30, 2016

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SOURCE T.J. Rodgers