SUPPLEMENTAL AGREEMENT relating to ASSET PURCHASE AGREEMENT dated January 31, 2011Asset 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
SHAREHOLDERS AGREEMENT BY AND BETWEEN CAVIUM NETWORKS, INC. AND CELESTIAL SEMICONDUCTOR, LTD. Dated as of March 4, 2011Shareholder 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”).
