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On behalf of Cypress Semiconductor Corporation ("Cypress"), I am writing to formally convey our proposal to acquire 100% of the outstanding shares of common stock of Integrated Silicon Solution, Inc. ("ISSI") for $20.25 per share in cash. The board of directors of Cypress has approved this proposal. Our proposal is superior to the $20.00 per share sale price ISSI announced earlier today.

Also attached herewith are clean and marked versions of the draft Agreement and Plan of Merger between Cypress and ISSI (the "Merger Agreement"). The marked version highlights the changes we made to the draft Merger Agreement that you delivered on May 21, 2015. We have also enclosed a side letter (the "Side Letter") that outlines certain commitments that Cypress is prepared to make in connection with obtaining regulatory approvals.

Given that our proposal is financially superior, has significantly less closing risk than the consortium's proposal (e.g., CFIUS, Taiwan divestitures), and has no financing risk or conditions, Cypress asks that your board of directors immediately determine that the terms of the attached Merger Agreement constitute a "Superior Proposal" under the terms of the Agreement and Plan of Merger, dated March 12, 2015, by and between ISSI and Uphill Investment Co. (as amended, the "Uphill Merger Agreement").

While we have invested significant time and effort in due diligence over the past 10 days, we must express frustration as to the slow pace at which we were given access to the data room as well as the slow pace at which documents were posted. As we have now been shut out of the data room, we request that our access to the data room be restored as quickly as possible in order to finalize our due diligence, which we expect to complete within five days, assuming full cooperation.

Cypress's revised proposal is a "Superior Proposal" for several reasons:

The per share merger consideration being offered by Cypress is $0.25 higher than the merger consideration proposed by the consortium, leading to far greater value for the stockholders of ISSI.The attached Merger Agreement does not contain any financing conditions and includes a representation and warranty by Cypress that it will have all the funds available as and when needed to consummate the merger.

As the merger positions Cypress to innovate and compete with full service global memory chip manufacturers, this is a pro-competitive merger between complementary companies. Notwithstanding the pro-competitive nature of the merger, we have taken additional steps to address any concerns as to our ability to consummate the transaction. In an effort to put any potential regulatory concerns to rest (even though we believe none should exist), Cypress is willing to execute the Side Letter concurrently with the execution of the Merger Agreement. The Side Letter commits Cypress to license ISSI's SRAM intellectual property for up to three years on a royalty-free basis and to offer related assistance to any replacement supplier(s) identified by an ISSI SRAM customer or distributor. Thus, unlike the provisions relating to the far more daunting CFIUS and Taiwan regulatory issues in the Uphill Merger Agreement, Cypress is not limiting its commitment to a maximum dollar amount. Therefore, this proposal addresses any and all regulatory concerns.

You should also note that we have deleted from the attached Merger Agreement your suggested provision that, concurrently with the execution of the Merger Agreement, Cypress pays to ISSI an amount equal to $19,168,150, which amount represents the fee payable by ISSI to Uphill Investment Co. in connection with ISSI's termination of the Uphill Merger Agreement. Cypress is under no obligation to pay ISSI's termination fee and the deletion of this provision is not relevant to the determination of whether Cypress's proposal is a "Superior Proposal." Your payment of the termination fee will have no effect whatsoever on the amount being paid to ISSI's stockholders under the terms of the Merger Agreement (i.e., ISSI's stockholders will receive the same consideration -- $20.25 per share -- regardless of whether ISSI or Cypress pays ISSI's termination fee). Cypress accepts that it will acquire ISSI with less cash at closing, but Cypress need not pre-fund your obligations. As this has no impact on the value received by your stockholders, it should have no relevance to your evaluation of our proposal.

In light of the fact that the attached version of the Merger Agreement clearly constitutes a "Superior Proposal" as defined in the Uphill Merger Agreement, we believe that the ISSI board of directors has no choice but to conclude as such, thereby triggering ISSI's obligation to notify Uphill Investment Co. that it has come to the determination that Cypress's proposal is a "Superior Proposal" and to provide Uphill Investment Co. with a copy of the attached Merger Agreement as required under Section 6.5(c)(i)(C) of the Uphill Merger Agreement. We look forward to hearing from you no later than 5:00 p.m. Pacific Time on Sunday, May 31, 2015 that ISSI's board of directors concurs with this assessment.