MINDSPEED TECHNOLOGIES, INC. and MELLON INVESTOR SERVICES LLC as Rights Agent SECTION 382 RIGHTS AGREEMENT Dated as of August 9, 2009Section 382 Rights Agreement • August 10th, 2009 • Mindspeed Technologies, Inc • Semiconductors & related devices • New York
WHEREAS, the Company has generated NOLs (as defined below) for United States federal income tax purposes, and such NOLs may potentially provide valuable tax benefits to the Company that could be curtailed or lost if the Company were to undergo an “ownership change” within the meaning of Section 382 of the United States Internal Revenue Code of 1986, as amended from time to time (the “Code”), and the Treasury Regulations (as defined below), and accordingly the Company desires to help preserve the ability to utilize fully such NOLs and certain other tax benefits and, in furtherance of such objective, the Company desires to enter into this Agreement; and
