GUARANTY Dated as of December 15, 2007

Exhibit 10.34

GUARANTY
Dated as of December 15, 2007

         1.      Lease .     Capitalized terms used in this Guaranty (the "Guaranty") which are not otherwise defined herein shall have the meanings ascribed to them in Schedule No. 007 dated as of December 15, 2007 (the "Schedule") between Lessee and Lessor, and, as provided below, counter-signed by Guarantor subject to the terms of this Guaranty, to the Master Equipment Lease Agreement dated as of October 26, 2006 between Lessee and Lessor ("Master Lease"; the Schedule and the Master Lease, as applicable thereto, collectively, the "Lease"). The Lease provides for (a) an Initial Term commencing on Lessee's written acceptance of the Equipment under the Lease and continuing for 36 months following January 1, 2008; and (b) Rental Payments, to be paid by Lessee, quarterly in advance, at the rate of US $1,496,461.00 for each quarter during the Initial Term. Copies of the Lease documents, as executed by Lessee, have been reviewed and accepted by Guarantor. Guarantor has signed a true and correct copy of the Schedule solely for purpose of acknowledging that the copy so signed is the form of the Schedule which is the subject of this Guaranty; and each reference to the Schedule in this Guaranty is substantively limited to the Schedule as so acknowledged by Guarantor, provided further that this Guaranty shall not apply to any changes in the Schedule, the Master Lease or any other agreements between Lessor and Lessee without Guarantor's prior written consent such that Guarantor's liability for the Guaranteed Obligations (as defined below) shall in the absence of such written consent and an amendment to this Guaranty signed by Guarantor and Lessor continue in full force with respect to the Guaranteed Obligations as they existed prior to such change).

         2.      Guaranty .     Guarantor understands and acknowledges that the Equipment is being leased by Lessor to Lessee with the understanding that the Equipment and/or its use will be furnished by the Lessee to Grace Semiconductor Manufacturing Corporation, an exempted company corporation of the Cayman Islands ("Grace Parent"; Grace Parent is the Lessee's parent company and is guarantying the obligations of Lessee under the Lease), and that the Equipment and/or its use will be further furnished by Grace Parent itself to Grace Parent's subsidiary, Shanghai Grace Semiconductor Manufacturing Corporation ("Grace Shanghai"), and the Equipment will be located in Shanghai, China for the benefit of Grace Shanghai and Grace Parent and be used for production by Grace Parent/Grace Shanghai of goods under a contract with Cypress. Guarantor acknowledges that it will derive commercial benefit from Lessor's extension of the Lease to Lessee and the giving of this Guaranty since without the benefit of this Guaranty Lessor would not be entering into the Lease, or acquiring the Equipment for lease thereunder. Accordingly, in order to induce Lessor to enter into the Lease and acquire the Equipment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor unconditionally guarantees to Lessor the full and prompt payment, observance, and performance when due of all obligations of Lessee under the Lease to pay Rental Payments (as provided in the Lease, including, without limitation as referenced in Section 5 of the Master Lease, and pursuant to the Schedule) (collectively, "Guaranteed Obligations"). Guarantor will pay any Guaranteed Obligations to Lessor within 10 days of Lessor's written demand to Guarantor therefor (such demand, the "Demand Notice"; such period, the "Demand Period"), and Guarantor agrees to pay, and the Guaranteed Obligations shall also include, late interest accruing under the Lease

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to the extent, and only to the extent consistent with the following calculation: late interest accruing with respect to such Guaranteed Obligations at the rate of 9% per annum, such late interest to commence accruing after Guarantor has failed to pay any Guaranteed Obligations during the Demand Period. This Guaranty is absolute, continuing (for so long as the Guaranteed Obligations remain unsatisfied), limited only by the amount of Guaranteed Obligations, and independent, and shall not be affected, diminished or released for any reason (other than actual payment thereof), including, but not limited to, the following: (a) any invalidity or lack of enforceability of any of the Guaranteed Obligations; or (b) the absence of any attempt by the Lessor to collect any of the Guaranteed Obligations from the Lessee or Grace Parent or any other guarantor, or the absence of any other action to enforce the same; or (c) the renewal, extension, acceleration or any other change (provided any such change is approved by Guarantor and is the subject of (and referenced in) an amendment to this Guaranty signed by Guarantor and Lessor; provided, however, and in the event such change is not approved by Guarantor, or no such amendment is entered into, Guarantor's liability for the Guaranteed Obligations shall continue as provided above with respect to the Guaranteed Obligations as they existed prior to such change) in the time for payment of, or other terms relating to the Guaranteed Obligations respecting Rental Payments coming due during the Initial Term of the Lease, or any modification, amendment, waiver, or other change of the terms of any instrument evidencing the Guaranteed Obligations, provided , however, that if any one or more events of the kind referred to in this subsection (c) shall occur, and if such event(s) shall have the effect of increasing the total dollar amount of the Guaranteed Obligations, this Guaranty shall continue in full force and effect with respect to the Guaranteed Obligations, but only to the extent of the total dollar amount the Guaranteed Obligations would have had if any such event(s) increasing the total dollar amount of the Guaranteed Obligations had not occurred; or (d) the failure by the Lessor to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral relating to the Guaranteed Obligations (including, without limitation, the Security Funds); or (e) any judicial or governmental action, including, without limitation, judicial or governmental action in the nature of any bankruptcy, receivership, insolvency or similar proceeding, that affects Lessee, the Equipment, or the Guaranteed Obligations, including, but not limited to, Lessee's release from the Guaranteed Obligations or the rejection or disaffirmance of the Lease or any other agreement or any of the terms thereof, provided further that, for the avoidance of doubt, Lessor acknowledges that Guarantor shall not be liable for any costs or other damages associated with Lessor's inability to recover possession of the Equipment; (f) any disability, defense or cessation of the liability of Lessee; or (g) any assignment or transfer by Lessor of any rights relating to the Guaranteed Obligations; or (h) the disallowance of all or any portion of Lessor's claim(s) for repayment of the Guaranteed Obligations under Section 502 of Title 11 of the United States Code.

         3.      Waivers .     Guarantor waives acceptance of this Guaranty (except that Guarantor shall have no obligation to provide the original Credit described below until it has received a counterpart of this Guaranty executed by Lessor) and diligence, presentment, or demand for payment (except for the demand provided for in Section 2 above necessary to begin the Demand Period for any Guaranteed Obligations or other notices required to be provided hereunder as specified in Section 6 as relating to any non-Guaranteed Obligations of Guarantor hereunder), notice of default or nonperformance by Lessee, and all affirmative defenses and offsets and counterclaims against Lessor (but nothing in such waiver of offsets and counterclaims shall diminish or affect such liability as Lessor may have to Guarantor from being asserted by Guarantor against Lessor in a separate action, it being the sole intent of this waiver to waive the right to assert offsets and counterclaims in any enforcement of this Guaranty against the Guarantor, and not a waiver of the underlying substantive rights Guarantor may have against Lessor), any right to the benefit of any security, and any requirement that Lessor proceed first against Lessee, Grace Parent or any other guarantor or the Security Funds or any other collateral security. Guarantor hereby waives any right to require that Lessor apply any payments or proceeds received toward satisfaction of the Guaranteed Obligations in any particular order, including any right

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to require Lessor to apply payments first to rent or principal, provided, however, that Guarantor shall not be liable under this Guaranty for any amounts respecting Guaranteed Obligations which are satisfied by payment from the Lessee or Grace Parent.

         4.      Payments .     The parties agree that all payments made by Lessee, Grace Parent or Guarantor to Lessor on any of the Guaranteed Obligations will, when made, be final. If any such payment is recovered from or repaid by the Lessor, in whole or in part, in any bankruptcy, insolvency or similar proceeding instituted by or against Lessee or Guarantor, this Guaranty shall continue to be fully applicable to the Guaranteed Obligations to the same extent as though the payment so recovered had never been originally made. If any Guaranteed Obligation is paid by Guarantor but recovered by Lessor from or repaid by the Lessee or Grace Parent, and such amounts are not applied by Lessor to any other Guaranteed Obligations arising from the Lease, Lessor agrees to return or reimburse such recovered but unapplied amounts to Guarantor. Notwithstanding anything to the contrary in the foregoing or elsewhere in this Guaranty, Guarantor understands and agrees that the Security Funds are not intended as security for the Guaranteed Obligations (or other obligations of Guarantor under this Guaranty, if any), and, therefore, if as a requirement of law, including, as a result of any action by a bankruptcy or other court Lessor is required to apply, or it otherwise determines that it needs to apply and does so apply, all or any portion of the Security Funds in satisfaction of any Guaranteed Obligations, Guarantor agrees that for purposes of this Guaranty Guarantor will remain fully liable for the Guaranteed Obligations paid out of the Security Funds and that any such payment utilizing the Security Funds shall not be considered a payment of the Guaranteed Obligation in question. For the avoidance of doubt, Guarantor waives any right, title or interest it may have in or to the Security Funds or the proceeds or benefits thereof, whether by way of subrogation, indemnity, reimbursement, contribution or otherwise, provided that no party other than Lessor or its lawful assigns shall be entitled to assert the foregoing provision (or any other provision in this Guaranty) as against Guarantor.

         5.      Lists of Outstanding Amounts .     From time to time, but not more than once in any three month period, Guarantor may request from Lessor, in writing, directed to the Lessor's address stated above, Attention: Lease Operations, and Lessor will promptly provide to Guarantor, a list of all Rental Payments under the Lease which have come due and remain outstanding. Any such list provided by Lessor will be binding upon Lessor, except with respect to payments recovered from or repaid by Lessor, as contemplated under Section 4 above and the collection of instruments received in respect of the Guaranteed Obligations.

         6.      Notices of Default and Other Notices Under the Lease; Notice of Payments Received; Notice of Default Under this Guaranty .     As a courtesy and accommodation to Guarantor, but not as a condition to Guarantor's obligations hereunder, Lessor shall endeavor to (a) provide notice to Guarantor of copies of any written notices of default given under the Lease at the same time as, or promptly following, the time it gives such notices to Lessee, (b) provide notice to Guarantor of a copy of any other notice sent under the Lease at the same time as, or promptly following, the time it gives the notice to the Lessee, (c) any notice of nonrenewal of the Credit (as defined in Section 8 below) received from the issuer thereof; and (d) confirm to Guarantor of Lessor's receipt of any Rental Payments, promptly after such receipt, by fax or telephone, or in such other manner reasonably acceptable to Lessor as Cypress may from time to time request of Lessor, directed to Attn: Brad W. Buss, Chief Financial Officer, Cypress Semiconductor Corp., 198 Champion Ct., San Jose, CA 95134, Telephone: (408) 943-2754, Fax: (408) 943-4730, at such other address as Cypress may from time to time notify Lessee (any such confirmation, however, shall be subject to Section 4 with respect to payments recovered from or repaid by Lessor, as contemplated under Section 4 above, and the collection of instruments received in respect of the Guaranteed Obligations). Except with respect to any obligation of Guarantor to provide a Substitute Credit, as provide