From: MaxLinear, Inc. Carlsbad, California 92008 Tel: 760-692-0711; Fax: 760-444-8598 February 19, 2017 CONFIDENTIAL To: Exar Corporation 48720 Kato Road Fremont, California 94538 Attention: Ryan A. Benton, CEO and Director Dear Ryan:Letter Agreement • April 13th, 2017 • Maxlinear Inc • Semiconductors & related devices • Delaware
This letter agreement sets forth the terms upon which MaxLinear, Inc., a Delaware corporation (“MaxLinear”), agrees to continue discussions regarding a potential acquisition transaction (a “Transaction”) with Exar Corporation, a Delaware corporation (the “Company”). In consideration of the substantial amount of resources MaxLinear expects to expend in connection with evaluating and negotiating the terms of a Transaction, and of the mutual covenants set forth below, MaxLinear and the Company hereby agree as follows:
November 21, 2016Maxlinear Inc • April 13th, 2017 • Semiconductors & related devices • Delaware
In connection with the possible transaction (“Proposed Transaction”) involving Exar Corporation (the “Company”) and MaxLinear, Inc. ( “MaxLinear”), and in order to allow the Company and MaxLinear to evaluate the Proposed Transaction, each of the Company and MaxLinear will deliver to the other party hereto certain confidential or proprietary information about its properties, employees, finances, businesses and operations (such party when disclosing such information is referred to herein as the “Disclosing Party” and when receiving such information is referred to herein as the “Receiving Party”).
