August 19, 2013M/a-Com Technology Solutions Holdings, Inc. • November 19th, 2013 • Semiconductors & related devices • Delaware
CONFIDENTIAL Mindspeed Technologies, Inc. East Tower Newport Beach, California 92660 Attention: Mr. Dwight W. Decker, Chairman Ladies and Gentlemen:Letter Agreement • November 19th, 2013 • M/a-Com Technology Solutions Holdings, Inc. • Semiconductors & related devices • Delaware
This letter agreement (this “Agreement”) sets forth the terms upon which M/A-COM Technology Solutions Holdings, Inc., a Delaware corporation (“MACOM”), agrees to continue discussions and other activities regarding a potential acquisition of Mindspeed Technologies, Inc., a Delaware corporation (the “Company”) (such acquisition, the “Transaction”) and certain related matters.
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • November 19th, 2013 • M/a-Com Technology Solutions Holdings, Inc. • Semiconductors & related devices • California
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is entered into as of November 5, 2013, by and between M/A-COM Technology Solutions Holdings, Inc., a Delaware corporation and/or or its assigns (“Purchaser”), Mindspeed Technologies, Inc. (“Mindspeed”) and Najabat Hasnain Bajwa, (“Bajwa”) a current employee, executive officer and shareholder of Mindspeed Technologies, Inc.. The parties agree that this Agreement is contingent upon the closing of the Transaction (defined below) and that the terms herein shall be null and void in the event that the Transaction fails to close.
