Cavium Networks, Inc. Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • February 13th, 2007 • Cavium Networks • Delaware

This Indemnity Agreement (this “Agreement”) dated as of ______________ _____, 2007, is made by and between Cavium Networks, Inc., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).

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AMENDMENT No. 1, dated as of March 20, 2017 (this “Amendment”), to the Credit Agreement dated as of August 16, 2016, among CAVIUM, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time...
Credit Agreement • March 22nd, 2017 • Cavium, Inc. • Semiconductors & related devices • New York

CREDIT AGREEMENT (this “Agreement”) dated as of August 16, 2016,2016 (as amended by Amendment No. 1 on March 20, 2017), among Cavium, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.

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6,250,000 Shares CAVIUM NETWORKS, INC. COMMON STOCK (PAR VALUE $0.001) UNDERWRITING AGREEMENT
Underwriting Agreement • April 30th, 2007 • Cavium Networks, Inc. • Semiconductors & related devices • New York

any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) publicly announce the intent to do any of the foregoing. Any Shares received upon exercise of options or other convertible securities granted to the undersigned will also be subject to this agreement. The first sentence in this paragraph shall not apply to transactions relating to (a) the exercise of any options to acquire Common Stock or conversion of any convertible s

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Merger Agreement • August 1st, 2014 • Cavium, Inc. • Semiconductors & related devices • California

The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.

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CREDIT AGREEMENT dated as of August 16, 2016 among CAVIUM, INC., The Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent JPMORGAN CHASE BANK, N.A., as Sole Lead Arranger and Sole Bookrunner
Credit Agreement • August 16th, 2016 • Cavium, Inc. • Semiconductors & related devices • New York

CREDIT AGREEMENT (this “Agreement”) dated as of August 16, 2016, among Cavium, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.

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VOTING AGREEMENT
Voting Agreement • November 22nd, 2017 • Cavium, Inc. • Semiconductors & related devices • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is entered into as of November 19, 2017, by and between MARVELL TECHNOLOGY GROUP LTD., a Bermuda exempted company (“Parent”), and Syed B. Ali (“Stockholder”), a stockholder of CAVIUM, INC., a Delaware corporation (the “Company”).

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AGREEMENT AND PLAN OF MERGER
Merger Agreement • November 22nd, 2017 • Cavium, Inc. • Semiconductors & related devices • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 19, 2017, by and among: MARVELL TECHNOLOGY GROUP LTD., a Bermuda exempted company (“Parent”); KAUAI ACQUISITION CORP., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”); and CAVIUM, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

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VOTING AGREEMENT
Voting Agreement • November 22nd, 2017 • Cavium, Inc. • Semiconductors & related devices • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is entered into as of November 19, 2017, by and between CAVIUM, INC., a Delaware corporation (the “Company”), and the shareholders of MARVELL TECHNOLOGY GROUP LTD., a Bermuda exempted company (“Parent”), listed on Exhibit A (each, a “Specified Shareholder”).

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MUTUAL CONFIDENTIALITY AGREEMENT
Mutual Confidentiality Agreement • July 13th, 2016 • Cavium, Inc. • Semiconductors & related devices • California

In connection with your possible interest in a merger, acquisition, or other strategic combination (the “Transaction”) involving QLogic Corporation (“QLogic”), Cavium, Inc. (“Cavium”) has requested that we or our representatives furnish you or your representatives with certain information relating to QLogic or the Transaction, each of which is a “party” or collectively “parties.” In addition, we have requested that you or your representatives furnish us with information relating to Cavium or the Transaction. All such information (whether oral or contained on written or other tangible medium) furnished (after April 19, 2016, the “Effective Date” hereof) by any of us, Cavium or our respective directors, officers, employees, affiliates, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents (collectively, “Representatives”) to the other party or their respective Representatives and all analyses, compilations, forecasts, studies or other do

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AGREEMENT AND PLAN OF MERGER by and among CAVIUM, INC., QUASAR ACQUISITION CORP., and QLOGIC CORPORATION June 15, 2016
Merger Agreement • June 15th, 2016 • Cavium, Inc. • Semiconductors & related devices • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of June 15, 2016 (this “Agreement”), by and among QLogic Corporation, a Delaware corporation (the “Company”), Cavium, Inc., a Delaware corporation (“Parent”), and Quasar Acquisition Corp., a Delaware corporation and wholly-owned Subsidiary of Parent (“Sub”).

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EXCLUSIVITY AGREEMENT
Exclusivity Agreement • July 13th, 2016 • Cavium, Inc. • Semiconductors & related devices • Delaware

This Exclusivity Agreement (this “Agreement”) is entered into as of May 27, 2016, by and between Cavium, Inc., a Delaware corporation (“Cavium”) and QLogic Corporation, a Delaware corporation (“QLogic”). Cavium and QLogic are currently in preliminary negotiations related to a possible business combination transaction (the “Potential Transaction”). In recognition of the time and effort that Cavium may expend and the expenses that Cavium may incur in pursuing these negotiations and investigating QLogic’s business, each of Cavium and QLogic, intending to be legally bound, agrees as follows:

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December 14, 2012 Rajiv Khemani Re: Separation Agreement Dear Rajiv:
Separation Agreement • February 28th, 2013 • Cavium, Inc. • Semiconductors & related devices • California

This letter sets forth the terms of the consulting and separation agreement (the “Agreement”) that Cavium, Inc. (“Cavium” or the “Company”) is offering to you to aid in your employment transition.

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AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Agreement and Plan of Merger and Reorganization • April 3rd, 2015 • Cavium, Inc. • Semiconductors & related devices • California

THIS AMENDMENT No. 2 TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (the “Amendment”) is entered into as of the 31st day of March, 2015 (the “Amendment Effective Date”), by and among Cavium, Inc., a Delaware corporation (“Parent”), Cavium Semiconductor Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub I”); Cavium Networks LLC, a Delaware limited liability corporation and wholly owned subsidiary of Parent (“Merger Sub II”, and together, with Merger Sub I, the “Merger Subs”); Xpliant, Inc., a Delaware corporation (the “Company”); the parties identified as “Designated Stockholders” on Exhibit A of the Merger Agreement (the “Designated Stockholders”) solely for Sections 1.5, 3 and 10 of the Merger Agreement and Guy Hutchison as Securityholders’ Agent solely for Section 10 of the Merger Agreement (the “Securityholders’ Agent”). Terms used herein but not otherwise defined shall have the meanings as set forth in the Merger Agreement.

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WARRANT TO PURCHASE STOCK
Warrant to Purchase Stock • February 13th, 2007 • Cavium Networks • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

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APPENDIX TO OFFER LETTER DATED DECEMBER 27, 2004, BETWEEN CAVIUM NETWORKS AND ARTHUR CHADWICK
Employment Agreement • February 13th, 2007 • Cavium Networks
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ASSET PURCHASE AGREEMENT among: STAR SEMICONDUCTOR CORPORATION, a Taiwanese corporation; Cavium International, an exempted Cayman Islands company; Cavium Networks, Inc., a Delaware corporation; and Cavium (Taiwan) Ltd., a Taiwanese limited company...
Asset Purchase Agreement • July 16th, 2008 • Cavium Networks, Inc. • Semiconductors & related devices • California

This Asset Purchase Agreement is entered into as of July 15, 2008, by and among: Star Semiconductor Corporation, a Taiwanese corporation (the “Seller”), Cavium International, an exempted Cayman Islands company (“Cavium International”), Cavium Networks, Inc., a Delaware corporation (“Cavium US”) and Cavium (Taiwan), Ltd., a Taiwanese limited company (“Cavium Taiwan” and together with Cavium International and Cavium US, the “Purchasers”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

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Contract
Warrant Agreement • February 13th, 2007 • Cavium Networks • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

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FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 13th, 2007 • Cavium Networks

THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 24 day of October, 2006, by and among Silicon Valley Bank (“SVB”), as Lender and as Agent, Gold Hill Venture Lending 03, LP (“Gold Hill”) and Cavium Networks, a California corporation (“Borrower”) whose address is 805 E. Middlefield Road, Mountain View, California 94043.

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SUPPLEMENTAL AGREEMENT relating to ASSET PURCHASE AGREEMENT dated January 31, 2011
Asset Purchase Agreement • March 9th, 2011 • Cavium Networks, Inc. • Semiconductors & related devices

This SUPPLEMENTAL AGREEMENT (this “Supplemental Agreement”) is entered into as of March 4, 2011, by and among: CELESTIAL SEMICONDUCTOR, LTD., a Cayman Islands exempted company (the “Seller”), Cavium Networks, Inc., a Delaware corporation (“IP Purchaser”), and Cavium Networks Singapore Pte. Ltd., a company organized under the laws of Singapore (“Inventory Purchaser,” and with IP Purchaser, the “Purchasers” and each a “Purchaser”). Certain capitalized terms used in this Agreement are defined in EXHIBIT A to the Asset Purchase Agreement

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AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 2nd, 2009 • Cavium Networks, Inc. • Semiconductors & related devices

This Amendment to Executive Employment Agreement (the “Amendment”) is made and entered into as of December 24, 2008 (the “Effective Date”), by and between Cavium Networks, Inc., a Delaware corporation (the “Company”) and Syed Ali (“Executive”).

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Lease between SI 37, LLC and Cavium, Inc. (2345 N. First)
Lease Agreement • November 4th, 2013 • Cavium, Inc. • Semiconductors & related devices • California
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CAVIUM NETWORKS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT December 8, 2004
Investors’ Rights Agreement • February 13th, 2007 • Cavium Networks • California

This Third Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of December 8, 2004, by and among Cavium Networks, a California corporation (the “Company”), and the investors listed on Schedule A hereto (each an “Investor” and, collectively, the “Investors”) and Syed Ali, Muhammad Hussain and Appleseed Partners, LLC (each a “Founder” and, collectively, the “Founders”).

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AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Agreement and Plan of Merger and Reorganization • October 31st, 2014 • Cavium, Inc. • Semiconductors & related devices • California

THIS AMENDMENT No. 1 TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (the “Amendment”) is entered into as of the 8thth day of October, 2014 (the “Amendment Effective Date”), by and among Cavium, Inc., a Delaware corporation (“Parent”), Cavium Semiconductor Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub I”); Cavium Networks LLC, a Delaware limited liability corporation and wholly owned subsidiary of Parent (“Merger Sub II”, and together, with Merger Sub I, the “Merger Subs”); Xpliant, Inc., a Delaware corporation (the “Company”); the parties identified as “Designated Stockholders” on Exhibit A of the Merger Agreement (the “Designated Stockholders”) solely for Sections 1.5, 3 and 10 of the Merger Agreement and Guy Hutchison as Securityholders’ Agent solely for Section 10 of the Merger Agreement (the “Securityholders’ Agent”). Terms used herein but not otherwise defined shall have the meanings as set forth in the Merger Agreement.

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LOAN MODIFICATION AGREEMENT
Loan Modification Agreement • February 13th, 2007 • Cavium Networks

This Loan Modification Agreement (this “Loan Modification Agreement”) is entered into on January 3, 2007 by and between Silicon Valley Bank, a California corporation with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (“Bank”) and Cavium Networks, California corporation with offices at 805 E. Middlefield Road, Mountain View, California 94043 (“Borrower”).

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July 22, 2016 Muhammad Raghib Hussain RE: Amended and Restated Offer Letter Dear Raghib:
Executive Employment Agreement • July 26th, 2016 • Cavium, Inc. • Semiconductors & related devices

As you know, you are currently employed by Cavium, Inc. (“Cavium” or the “Company”) pursuant to the terms of the Executive Employment Agreement you entered into with the Company on January 2, 2001 (the “Employment Agreement”). As discussed, you and the Company hereby agree to amend and restate the Employment Agreement. The terms and conditions set forth in this offer letter (the “Offer Letter”) shall become effective as of July 22, 2016 (the “Effective Date”), and shall supersede and replace the terms and conditions set forth in the Employment Agreement.

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ASSET PURCHASE AGREEMENT among: CELESTIAL SEMICONDUCTOR, LTD. a Cayman Islands company; CAVIUM NETWORKS, INC. a Delaware corporation CAVIUM NETWORKS SINGAPORE PTE. LTD. a Singapore company Dated as of January 31, 2011
Asset Purchase Agreement • February 3rd, 2011 • Cavium Networks, Inc. • Semiconductors & related devices • California

THIS ASSET PURCHASE AGREEMENT is entered into as of January 31, 2011(the “Signing Date”), by and among: CELESTIAL SEMICONDUCTOR, LTD., a Cayman Islands company (the “Seller”), Cavium Networks, Inc., a Delaware corporation (“IP Purchaser”), and Cavium Networks Singapore Pte. Ltd., a company organized under the laws of Singapore (“Inventory Purchaser,” and with IP Purchaser, the “Purchasers” and each a “Purchaser”). Certain capitalized terms used in this Agreement are defined in EXHIBIT A.

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INDEMNITY AGREEMENT
Indemnification Agreement • April 29th, 2016 • Cavium, Inc. • Semiconductors & related devices • Delaware

This Indemnity Agreement (this “Agreement”) dated as of ______, 20__, is made by and between Cavium, Inc., a Delaware corporation (the “Company”), and ________________ (“Indemnitee”).

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Cavium Networks, Inc. 2007 Equity Incentive Plan Option Agreement (Incentive Stock Option or Nonstatutory Stock Option)
Option Agreement • February 13th, 2007 • Cavium Networks

Pursuant to your Option Grant Notice (“Grant Notice”) and this Option Agreement, Cavium Networks, Inc. (the “Company”) has granted you an option under its 2007 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

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CONSENT, ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Consent, Assignment, Assumption and Amendment Agreement • March 16th, 2007 • Cavium Networks, Inc. • Semiconductors & related devices • California

This Consent, Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of February 5, 2007, by and among Cavium Networks, a California corporation (“Cavium California”), Cavium Networks, Inc., a Delaware corporation (“Cavium Delaware”), Gold Hill Venture Lending 03, L.P. (“Gold Hill”), and Silicon Valley Bank (“Bank”).

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TERM LOAN AND SECURITY AGREEMENT
Term Loan and Security Agreement • February 13th, 2007 • Cavium Networks • California

This TERM LOAN AND SECURITY AGREEMENT (the “Agreement”) dated October 6, 2005 by and among SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (“SVB”), as agent (the “Agent”), and the Lenders listed on Schedule 1.1 and otherwise party hereto, including without limitation, SVB and GOLD HILL VENTURE LENDING 03, L.P. (“Gold Hill”) and CAVIUM NETWORKS, a California corporation, whose address is 805 E. Middlefield Road, Mountain View, California 94043 (“Borrower”) provides the terms on which Lenders shall extend credit to Borrower and Borrower shall repay Lenders. The parties agree as follows:

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AMENDMENT TO OFFER LETTER
Offer Letter Amendment • March 2nd, 2009 • Cavium Networks, Inc. • Semiconductors & related devices

This Amendment to Offer Letter (the “Amendment”) is made and entered into as of December 23, 2008 (the “Effective Date”), by and between Cavium Networks, Inc., a Delaware corporation (the “Company”) and Sandeep Vij (“Executive”).

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FIRST AMENDMENT TO LEASE (2315 N. First)
Lease • November 4th, 2013 • Cavium, Inc. • Semiconductors & related devices

THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is dated for reference purposes as of November 1, 2013 by and between SI 37, LLC, a California limited liability company (“Landlord”) and Cavium, Inc., a Delaware corporation (“Tenant”). Landlord and Tenant may each be referred to in this Amendment individually as a “Party”, and collectively as the “Parties.”

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Amendment No. 1 to Agreement and Plan of Merger and Reorganization
Agreement and Plan of Merger and Reorganization • December 18th, 2009 • Cavium Networks, Inc. • Semiconductors & related devices • Delaware

This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Amendment”) is made as of December 14, 2009, by and among Cavium Networks, Inc., a Delaware corporation (“Cavium”), MV Acquisition Corporation (“Merger Sub”), Mantra, LLC (“Merger LLC”), MontaVista Software, Inc., a Delaware corporation (“MontaVista”) and Thomas Kelly, as stockholders’ agent. Capitalized terms not defined herein shall have the same meaning as defined in the Agreement and Plan of Merger and Reorganization, among the parties hereto, dated as of November 6, 2009 (the “Merger Agreement”).

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SHAREHOLDERS AGREEMENT BY AND BETWEEN CAVIUM NETWORKS, INC. AND CELESTIAL SEMICONDUCTOR, LTD. Dated as of March 4, 2011
Shareholder Agreement • March 9th, 2011 • Cavium Networks, Inc. • Semiconductors & related devices • Delaware

This SHAREHOLDERS AGREEMENT (this “Agreement”) is made as of March 4, 2011, by and between CAVIUM NETWORKS, INC. (“Acquiror” or the “Company”), and CELESTIAL SEMICONDUCTOR, LTD. (“Target”), who is receiving shares of common stock (“Common Stock”) of Acquiror pursuant to the Purchase Agreement, as defined below ( the “Shareholder” and, collectively with any shareholders of the Target listed on Schedule A hereto that become a party to this Agreement in accordance with Section 2.1(c), the “Shareholders”).

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: Cavium Networks, Inc., a Delaware corporation; MV Acquisition Corporation, a Delaware corporation; Mantra LLC, a Delaware limited liability company; MontaVista Software, Inc., a Delaware...
Merger Agreement • November 10th, 2009 • Cavium Networks, Inc. • Semiconductors & related devices • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of November ___, 2009, by and between CAVIUM NETWORKS, INC (“Cavium” or the “Company”), and certain STOCKHOLDERS, an EMPLOYEE and a DIRECTOR of MONTAVISTA SOFTWARE, INC. (“MVS”) listed on Schedule A hereto who receive shares of common stock (“Common Stock”) of Cavium pursuant to the Merger Agreement and the MVS 2006 Retention Plan, as defined below (each a “Stockholder” and collectively the “Stockholders”).

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