0001437749-14-007492 Sample Contracts

EXAR CORPORATION 48720 Kato Road Fremont, CA 94538

Merger Agreement • April 30th, 2014 • Exar Corp • Semiconductors & related devices • New York

• Contract Type
  Merger Agreement
• Filed
  April 30th, 2014
• Company
  Exar Corp
• Industry
  Semiconductors & related devices
• Jurisdiction
  New York

Reference is made to that certain Merger Agreement, dated as of April 26, 2014 (the “Merger Agreement”), between Image Sub Limited, a Cayman Islands exempted company (“Merger Subsidiary”), and Integrated Memory Logic Limited, a Cayman Islands exempted company (the “Company”), and reference is made to that certain Tender Agreement, dated as of April 26, 2014 (the “Tender Agreement”), between Merger Subsidiary and the persons listed on Exhibit A thereto. Merger Subsidiary is a wholly owned subsidiary of Exar Corporation, a Delaware corporation (“Parent”). Capitalized terms not otherwise defined in this agreement (this “Agreement”) shall have the same meaning as set forth in the Merger Agreement.

MERGER AGREEMENT Dated as of April 26, 2014, By and Between IMAGE SUB LIMITED And INTEGRATED MEMORY LOGIC LIMITED

Merger Agreement • April 30th, 2014 • Exar Corp • Semiconductors & related devices • New York

• Contract Type
  Merger Agreement
• Filed
  April 30th, 2014
• Company
  Exar Corp
• Industry
  Semiconductors & related devices
• Jurisdiction
  New York

MERGER AGREEMENT, dated as of April 26, 2014 (this “Agreement”), by and between Image Sub Limited, a Cayman Islands exempted company (“Merger Subsidiary”), and INTEGRATED MEMORY LOGIC LIMITED, a Cayman Islands exempted company (the “Company”).

Contract

Tender Agreement • April 30th, 2014 • Exar Corp • Semiconductors & related devices • Delaware

• Contract Type
  Tender Agreement
• Filed
  April 30th, 2014
• Company
  Exar Corp
• Industry
  Semiconductors & related devices
• Jurisdiction
  Delaware

TENDER AGREEMENT, dated as of April 26, 2014 (this “Agreement”), among Image Sub Limited, a Cayman Islands exempted company (“Acquisition Sub”), and the persons listed on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”).

EXAR CORPORATION 48720 Kato Road Fremont, CA 94538

Exar Corp • April 30th, 2014 • Semiconductors & related devices • New York

• Company
  Exar Corp
• Filed
  April 30th, 2014
• Industry
  Semiconductors & related devices
• Jurisdiction
  New York

Reference is made to that certain Tender Agreement, dated as of April 26, 2014 (the “Agreement”), between Image Sub Limited, a Cayman Islands exempted company (“Acquisition Sub” or “Merger Subsidiary”), and the persons listed on Exhibit A thereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms not otherwise defined in this guaranty (this “Guaranty”) shall have the same meaning as set forth in the Agreement.