Amendment No. 1 to Agreement and Plan of Merger and ReorganizationAgreement 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”).
REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN CAVIUM NETWORKS, INC. AND certain STOCKHOLDERS of MONTAVISTA SOFTWARE, INC. Dated as of December 14, 2009Registration Rights Agreement • December 18th, 2009 • Cavium Networks, Inc. • Semiconductors & related devices • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December 14, 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”).
