AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger And • 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.
