Common use of Exclusivity Clause in Contracts

Exclusivity. With the exception of the Potential Transaction, during the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any of its Representatives (as defined below) will, directly or indirectly, (i) agree to, solicit, initiate, or knowingly encourage any expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents.

Exclusivity. With the exception of the Potential Transaction, during the period beginning on The Company agrees that after the date hereof and ending at until the earlier of (x) 11:59pm Pacific Time on June 23the Closing or the termination of this Agreement in accordance with its terms, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any of its Representatives (as defined below) will, directly or indirectly, (i) agree to, solicit, initiate, or knowingly encourage any expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic willit shall not, and will it shall cause its Subsidiaries and Affiliates and shall use its reasonable best efforts to cause all of their respective officers, directors, managers, employees, investment bankers, attorneys, accountants, agents, advisors, representatives and controlled Affiliates of the Company and its Representatives Subsidiaries not to, immediately cease and cause to be terminated all contacts directly or indirectly: (a) solicit, initiate, or knowingly facilitate or encourage the submission of any Acquisition Proposal; (b) initiate, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with parties respect to, or cooperate in any way or take any other than Cavium and its Representatives related action knowingly to facilitate or encourage any inquiries or the making of any proposal that constitutes, or could be expected to lead to, any Acquisition Proposal; (c) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company’s or any Company Subsidiaries’ securities; or (d) enter into any agreement with respect to any Acquisition Proposal; provided, however, that prior to delivery of the Written Consent, if the board of directors of the Company determines in good faith that it is required by its fiduciary duties to do so, the board of directors may respond to any Person making an Acquisition Proposal after the date of this Agreement that was not solicited after the execution of this Agreement and will not be bound by the restrictions set forth above, in which case, Parent will be entitled to receive any information provided to such party simultaneously with delivery to any such party. The Company and its Subsidiaries shall promptly, but in any case within 48 hours after receiving any Acquisition Proposal from a third party, advise Parent orally and in writing thereof, including the identity of such party and the material terms of any such offer, and if QLogic the Company shall keep Parent fully informed with respect thereto. For purposes of this Section 7.10, “Acquisition Proposal” means any inquiry, offer or proposal for, or indication of interest in, a merger, consolidation, asset purchase, stock purchase, stock exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other transaction that is similar in any respect to the Transactions or that otherwise involves any purchase of the business, at least 51% of the assets of the Company and its Subsidiaries, taken as a whole, or the majority of the capital stock of the Company or any of its Representatives receives an expression of interestSubsidiaries, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsTransactions.

Exclusivity. With Between the exception date of this Agreement and the earlier to occur of the Potential Transaction, during the period beginning on the date hereof and ending at the earlier termination of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic this Agreement pursuant to Section 4 of Article 8 and the NDA that Cavium has determined not to proceed with the Potential TransactionClosing Date, QLogic nor any of its Representatives (as defined below) willSeller shall not, directly or indirectlyindirectly (including indirectly through its Representatives), (ia) solicit, initiate, knowingly encourage or induce or take any other action to in any way knowingly facilitate any inquiries or the making of any proposal that constitutes or would reasonably be expected to lead to (including by way of furnishing information or assistance) a Competing Transaction, (b) engage in or otherwise participate in any negotiations or discussions with any Person (other than any Governmental Authority) concerning, provide any information to, or cooperate in any way with, any Person relating to, any Competing Transaction or (c) agree to, solicitapprove or recommend any contract (written or oral), initiateagreement in principle, letter of intent, term sheet or knowingly encourage any expression of interest, offer, proposal or inquiry from any party other similar instrument relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition ProposalCompeting Transaction. QLogic will, and will use its reasonable best efforts to cause its Representatives to, Seller shall immediately cease and cause to be terminated all contacts any existing activities, discussions or negotiations with any parties other than Cavium and its Representatives related conducted heretofore with respect to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond the foregoing (other than any such discussions with any Governmental Authority) and shall use its Commercially Reasonable Efforts to acknowledge receipt and indicate cause any such party in possession of confidential information about Seller that QLogic may not further respond), and QLogic shall promptly provide Cavium was furnished by or on behalf of Seller in connection with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except the sale process conducted by Seller prior to the extent restricted by an agreement existing on the date hereof with respect to the Purchased Assets to return or destroy all such person, include the identity information. Seller acknowledges and agrees that any remedy at law for breach of the third party making such expression foregoing covenant may be inadequate and, in addition to any other relief which may be available, Purchaser shall be entitled to seek temporary and permanent injunctive relief without the necessity of interestproving actual damages, offerposting bond or providing surety, proposal or inquiryand without regard to the adequacy of any remedy at Law. Seller represents and warrants that, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary as of the material terms and conditions of such expression of interestdate hereof, offer, proposal (x) it is not engaged in discussions or inquiry, if not in writing. The term “Representatives” shall mean, negotiations with any party other than Purchaser or any Governmental Authority with respect to any entityof the foregoing, any affiliates (y) there is no stand-by or back-up contract (written or oral), agreement or other understanding with respect to the sale of such entity, including, without limitation, the direct and indirect subsidiaries of such entityPurchased Assets, and (z) it has terminated all discussions with third parties (other than any Governmental Authorities) with respect to such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsproposed matters.

Exclusivity. With the exception (a) In consideration of the Potential Transactionsubstantial expenditures of time, during effort and money to be undertaken by Acquirer in connection with the preparation and execution of this Agreement and its due diligence investigations, each Contributor hereby agrees that for the period beginning commencing on the date hereof of this Agreement and ending at terminating upon the earlier of (x) 11:59pm Pacific Time on June 23the Closing or the termination of this Agreement in accordance with its terms, 2016no Contributor shall, and shall not authorize or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor permit any of its Representatives affiliates (as defined belowincluding Holdings) willor any of its or their representatives to, directly or indirectly, (i) agree toencourage, solicit, initiate, facilitate or knowingly encourage any expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (continue inquiries regarding an “Acquisition Proposal”), ; (ii) participate in any enter into discussions or negotiations regardingwith, or furnish provide any information to, any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an concerning a possible Acquisition Proposal, ; or (iii) release enter into any third party from, agreements or waive any provision of, any confidentiality, non-solicitation other instruments (whether or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any not binding) regarding an Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, Each Contributor shall immediately cease and cause to be terminated terminated, and shall cause its affiliates and all contacts of its and their representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with parties any persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. (b) In addition to the other than Cavium obligations under this Section 6.3, each Contributor shall promptly (and in any event within three days after receipt thereof by such Contributor or its Representatives related representatives) advise Acquirer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal inquiry with respect to or inquiry relating which could reasonably be expected to result in an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interestrequest, offer, proposal Acquisition Proposal or inquiry, if and the identity of the person making the same. (c) Each Contributor agrees that the rights and remedies for noncompliance with this Section 6.3 shall include having such provision specifically enforced by any court having equity jurisdiction (subject to the limitations set forth in Section 9.2), it being acknowledged and agreed that any such breach or threatened breach may cause irreparable injury to Acquirer and that money damages would not in writing. The term “Representatives” shall mean, with respect provide an adequate remedy to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsAcquirer.

Exclusivity. With the exception of the Potential Transaction, during the period beginning on (a) Between the date hereof of this Agreement and ending at the earlier of (x) 11:59pm Pacific Time on June 23the Closing and the termination of this Agreement in accordance with Article VII, 2016Parent shall not, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined and shall cause its Subsidiaries and Representatives not to proceed with the Potential Transaction, QLogic nor any of its Representatives (as defined below) willto, directly or indirectly, take any action to (i) agree to, solicit, initiate, knowingly facilitate or knowingly encourage any expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate enter into, continue or otherwise engage in discussions or negotiations with any negotiations regarding, or furnish third party with respect to any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release provide information to any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with an Acquisition Proposal or (iv) enter into any agreement in principle, letter of intent, memorandum of understanding, merger agreement or any other business combination agreement with respect to any Acquisition Proposal. QLogic will. (b) Parent shall promptly, and will use its reasonable best efforts in any event within one (1) Business Day of the date of this Agreement: (i) terminate access of any third party to cause its Representatives to, immediately any data room (virtual or actual) containing any confidential information with respect to the Business; (ii) cease and cause to be terminated terminated, and shall cause its Subsidiaries and Representatives to cease and cause to be terminated, all contacts existing activities, discussions, negotiations and communications, if any, with any third party with respect to, or negotiations with parties other than Cavium and its Representatives related which would reasonably be expected to lead to, any Acquisition Proposal, and if QLogic ; and (iii) request the return or destruction of any confidential information provided to any third party in connection with an Acquisition Proposal (subject in each case to the terms of its Representatives receives any applicable confidentiality agreement). (c) Promptly upon receipt of an expression of interest, offer, proposal or inquiry relating to an unsolicited Acquisition Proposal, neither QLogic nor its Representatives Parent shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquirynotify Buyer thereof, which notice shall include a written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression proposal and the identity of interest, offer, proposal or inquiry, if not in writingthe party that submitted such proposal. The term “Representatives” shall mean, Parent may respond to any unsolicited Acquisition Proposal only by indicating that Parent has entered into a binding definitive agreement with respect to the Acquisition and is unable to provide any entity, information related to Parent or any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) Subsidiaries or agentsentertain any proposals or offers or engage in any discussions or negotiations with respect to an Acquisition Proposal.

Exclusivity. With the exception of the Potential Transaction(a) Seller shall, during the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23shall cause its Subsidiaries, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined affiliates and Representatives not to proceed with the Potential Transaction, QLogic nor any of its Representatives (as defined below) will, directly or indirectly, (i) agree to, solicit, initiate, initiate or knowingly facilitate or encourage (including by furnishing non-public information concerning the Business or the Purchased Assets) any expression of interest, offerinquiry, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer (a “Competing Proposal”) with respect to, QLogic or that would reasonably be expected to lead to, a Competing Transaction, or enter into discussions or negotiate with any Person in furtherance of such an inquiry, proposal or offer or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction. (b) If Seller, or any of its subsidiariesSubsidiaries, affiliates or Representatives, receives a Competing Proposal, Seller shall, promptly (and in any event within one (1) business day) notify Purchaser of any receipt by any director or officer of Seller or by any of Seller’s other affiliates, or its or their respective Representatives, of any Competing Proposal or any proposals or inquiries that could reasonably be expected to lead to a Competing Proposal, or any acquisition inquiry or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any request for nonpublic information or access relating to the books and records of QLogic Business by any Person who has made or could reasonably be expected to make any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Competing Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives Such notice shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party Person making the Competing Proposal, inquiry or request, and the material terms and conditions of any such expression of interest, offer, proposal or inquiryoffer or the nature of the information requested pursuant to such inquiry or request, a copy including unredacted copies of such expression of interestall written requests, offerproposals or offers, proposal or inquiryincluding proposed agreements received by Seller or, if such Competing Proposal is not in writing, or a summary reasonably detailed written description of the material terms and conditions thereof. Without limiting Seller’s other obligations under this Section 5.15, Seller shall keep Purchaser reasonably informed on a prompt and timely basis of any amendments or proposed amendments to such expression material terms of interestany such Competing Proposal or potential Competing Proposal and shall promptly provide Purchaser with such information as Purchaser may reasonably request regarding the status and material terms of any such Competing Proposal or potential Competing Proposal (including as to the nature of any information requested of Seller with respect thereto). (c) Sellers shall not amend, offerterminate, proposal waive or inquiry, if not in writing. The term “Representatives” shall mean, fail to enforce any provisions of any confidentiality agreement with respect to any entitypotential Competing Transaction, and promptly request, in accordance with the terms of any such confidentiality agreement, the return or destruction of any confidential information previously furnished pursuant thereto. (d) Any breach of any of the covenants in this Section 5.15 by any affiliates or Representatives of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsSeller shall be deemed a breach by Seller.

Exclusivity. With the exception (a) In recognition of the Potential Transactiontime that will be expended and the expense that will be incurred by Buyer in connection with the transactions contemplated hereby, during the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23until such time, 2016if any, or (y) notification by Cavium to QLogic as this Agreement is terminated pursuant to Section 4 of the NDA that Cavium has determined Article 10, Seller will not to proceed with the Potential Transactionand will not cause its officers, QLogic nor any of its Representatives (as defined below) willdirectors, employees, attorneys, financial advisors, agents or other representatives to, directly or indirectly, (ia) agree toencourage, solicit, initiateengage in negotiations or discussions about, or knowingly encourage any expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer provide information with respect to, QLogic any inquiry or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole proposal (an “Acquisition Proposal”) relating to (i) the possible direct or indirect acquisition of all or any portion of the Business, whether through the acquisition of the stock, other ownership interests in Seller, or all or substantially all of the assets of Seller or any business or division of Seller, or (ii) any business combination with or involving Seller or (b) discuss or disclose the existence or terms of this Agreement (except as may be required by Law, or is necessary in connection with the transactions contemplated hereby, and except to the extent that such information becomes public other than as result of a violation hereof) with or to any Person other than Buyer without the prior written consent of Buyer. Nothing contained in this Agreement shall prohibit Seller or its Board of Directors from disclosing to its stockholders any information which, after consultation with its outside legal and financial advisors, is required to be disclosed in order for the Board of Directors to comply with its fiduciary obligations in seeking approval of the stockholders of this Agreement, or is otherwise required, under applicable Law. (b) Notwithstanding anything to the contrary contained in this Section 11.14, if, at any time prior to the shareholder approval contemplated by Section 9.4 of this Agreement, Seller receives an unsolicited Acquisition Proposal that the Board of Directors of Seller determines in good faith, after receiving the advice of its financial advisers and legal counsel, constitutes a Superior Proposal, then Seller shall be permitted to (i) engage in negotiations regarding such Acquisition Proposal with the Person that has submitted it (the “Bidder”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books Bidder confidential information relating to Seller and records the Business, subject to the execution and delivery of QLogic an appropriate nondisclosure agreement with the Bidder at least as restrictive as Section 11.12 of this Agreement, and (iii) if required by fiduciary duties, make a change in or any withdraw the recommendation of its subsidiaries the Board of Directors to the shareholders of Seller (or decline to make such a recommendation, if not previously made) with respect to the approval of the transaction contemplated by this Agreement (a “Change in connection withRecommendation”); provided, an however, that within five (5) business days after receipt of such Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement Seller shall provide to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or Buyer a summary of the material terms and conditions of such expression Acquisition Proposal, including the identity of interestthe Bidder, offerand the same confidential information disclosed to the Bidder if such confidential information has not previously been disclosed to Buyer. Seller shall give written notice to Buyer promptly after any decision by Seller’s Board of Directors to make any Change in Recommendation, proposal and Seller shall not submit such Change in Recommendation to its shareholders for at least ten (10) business days after the date of such notice, during which period Buyer shall have the opportunity to propose revisions to the terms of this Agreement (or inquiryto make an alternative proposal) that it believes would cause the Bidder’s Acquisition Proposal not to constitute a Superior Proposal and, if not Buyer makes such a proposal, Seller’s Board of Directors shall consider such proposal in writinggood faith. The term “Representatives” Seller shall meanbe permitted to disclose to the Bidder a summary of the material terms and conditions of any revised or alternative proposal submitted by Buyer pursuant to this Section 11.14(b), with respect subject to any entity, any affiliates the terms of such entity, including, without limitation, the direct and indirect subsidiaries nondisclosure agreement contemplated by clause (ii) of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsthe first sentence of this Section 11.14(b).

Exclusivity. With 14.1.1 For the exception purposes of this Agreement, the Potential Transaction, during "Exclusivity Period" shall mean the period beginning commencing on the date hereof of this Agreement and ending at on the date of a valid termination of this Agreement in accordance with clause 16.1, unless the Offer has been launched in accordance with this Agreement, in which case the Exclusivity Period shall end on the earlier of (x) 11:59pm Pacific Time on June 23the Settlement Date and the date of a valid termination of this Agreement in accordance with clause 16.1. 14.1.2 During the Exclusivity Period, 2016, or (y) notification by Cavium to QLogic except as expressly permitted pursuant to Section 4 clause 15: (a) the Company shall not and shall not publicly announce an intention to, and shall ensure that none of its Subsidiaries shall, and shall make reasonable best efforts that none of their respective directors, officers, employees, agents, advisers or other Representatives, including the 67 / 107 members of the NDA that Cavium has determined not to proceed with the Potential TransactionBoards, QLogic nor any of its Representatives (as defined below) willshall or shall publicly announce an intention to, directly or indirectly, (i) agree to, solicitapproach, initiate, enter into or continue discussions or negotiations with (other than informing Persons of the provisions contained in this clause 14), or provide any non-public information relating to the Group to, or otherwise approach, solicit or knowingly encourage any expression third-party with respect to a potential offer or proposal that constitutes or would reasonably be expected to lead to a potential offer for the acquisition of interest, offer, proposal more than 20% of the Company Shares or inquiry from assets (including for this purpose the outstanding equity securities of Subsidiaries of the Company and any party relating to entity surviving any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or combination including any of its subsidiaries, or any acquisition or other transfer of any material portion them) of the businessCompany or its Subsidiaries representing more than 20% of the revenues, net income or assets or equity interests (in each case, on a consolidated basis) of QLogic the Company and its subsidiariesSubsidiaries, taken as a whole (each an “Acquisition "Alternative Proposal”"), ; (iib) participate in any negotiations regardingthe Company shall not approve or recommend, or furnish authorize, execute or enter into any person any information letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or access other contract with respect to an Alternative Proposal; and (c) the books Company shall, and records of QLogic or any shall cause each of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic willSubsidiaries to, and will use its shall make reasonable best efforts to cause each of its and their respective directors, officers and other Representatives to, immediately cease and cause to be terminated any and all contacts existing discussions or negotiations with parties other than Cavium and its Representatives related any Person conducted prior to the date of this Agreement with respect to any Acquisition Alternative Proposal, and if QLogic shall not modify, amend or terminate, or waive, release or assign, any provisions of any confidentiality or standstill agreement (or any similar agreement) to which the Company or any of its Representatives receives an expression of interest, offer, proposal or inquiry Subsidiaries is a party relating to an Acquisition Proposalany such Alternative Proposal and shall enforce the provisions of any such agreement; provided, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice the Company shall, except subject to and in accordance with clause 15 be permitted to release or waive any such standstill obligations prior to the End of the Acceptance Period solely to the extent restricted by necessary to permit the party referenced therein to submit an agreement existing unsolicited bona fide written Alternative Proposal to the Boards on a confidential basis conditioned upon such Person agreeing that the Company shall not be prohibited from providing any information to the Buyer regarding any such Alternative Proposal in accordance with the terms of this clause 14 and clause 15. The Company shall promptly (and in any event within five (5) Business Days of the date hereof of this Agreement) request each Person that has, prior to the date of this Agreement, executed a confidentiality agreement in connection with its consideration of any Alternative Proposal to, in accordance with the terms of such person68 / 107 agreement, include return or destroy all confidential information furnished prior to the identity execution of this Agreement to or for the benefit of such Person by or on behalf of the third party making such expression Company or any of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary its Subsidiaries. The Company agrees that it shall promptly inform its Representatives of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not obligations undertaken in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsthis clause 14.

Exclusivity. With (a) Prior to the exception of Closing, without Purchaser’s prior written consent, neither the Potential Transaction, during the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic Company nor any of its Representatives (as defined below) willCompany Subsidiary shall, directly or indirectly, take (and the Company shall not authorize or permit any directors, officers or employees of the Company or, to the extent within the Company’s control, other Affiliates or representatives of the Company or any Company Subsidiary to take) any action to (i) agree toencourage (including by way of furnishing non-public information), solicit, initiate, initiate or knowingly encourage facilitate any expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the issuance of at least 400,000 Purchased Shares or any other transaction contemplated by this Agreement or the Transaction Documents or (iii) participate in any way in discussions or negotiations regardingwith, or furnish any person information to, any information or access to the books and records of QLogic or any of its subsidiaries Person in connection with, an Acquisition Proposalor take any other action to facilitate any inquiries or the making of any proposal that constitutes, or (iii) release any third party fromwould reasonably be expected to lead to, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic willPrior to the Closing, and will the Company shall use its reasonable best efforts to cause its Representatives totake all actions reasonably necessary to ensure that the directors, officers and employees of the Company or any Company Subsidiary and, to the extent within the Company’s control, other Affiliates or representatives of the Company or any Company Subsidiary, do not take or do any of the actions referenced in the immediately foregoing sentence. Upon execution of this Agreement and prior to the Closing, unless Purchaser otherwise consents in writing, the Company shall, if applicable, cease immediately and cause to be terminated any and all contacts existing discussions or negotiations with any parties other conducted heretofore with respect to an Acquisition Proposal and promptly request that all confidential information with respect thereto furnished on behalf of the Company be returned. (b) Prior to the Closing, the Company shall, as promptly as practicable (and in no event later than Cavium and its Representatives related to one business day after receipt thereof), advise the Purchaser of any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an potential Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than or any inquiry received by it relating to acknowledge receipt any potential Acquisition Proposal and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression the material terms of interest, offer, any proposal or inquiry, which written notice shallincluding, except to the extent restricted by an agreement existing on the date hereof with such personbut not limited to, include the identity of the third party Person and its Affiliates making the same, that it may receive in respect of any such expression of interestAcquisition Proposal, offerpotential Acquisition Proposal, proposal or inquiry, or of any information requested from it or of any negotiations or discussions being sought to be initiated with it, shall furnish to the Purchaser a copy of any such expression of interest, offer, proposal or inquiry, if it is in writing, or a reasonably accurate written summary of the material terms and conditions of any such expression of interest, offer, proposal or inquiry, if it is not in writing. The term “Representatives” , and shall mean, keep the Purchaser informed on a reasonably prompt basis with respect to any entity, any affiliates of such entity, including, without limitation, developments with respect to the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsforegoing.

Exclusivity. With Except as expressly permitted by the exception following provisions of this Section 5(g), the Potential TransactionCompany shall not, during and the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23Company shall not authorize or permit any officer, 2016director or employee of, or (y) notification by Cavium to QLogic pursuant to Section 4 of any financial advisor, attorney, accountant or other advisor or representative retained by, the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any of its Representatives (as defined below) will, directly or indirectly, (i) agree Company to, solicit, initiate, or knowingly encourage any expression of interestencourage, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidationendorse, or tender offer or exchange offer enter into any agreement with respect to, QLogic or take any other action to knowingly facilitate, any inquiries or the making of its subsidiariesany proposal that constitutes, or may reasonably be expected to lead to, any acquisition or other transfer Acquisition Proposal (as defined below). Notwithstanding the foregoing, nothing contained in this Letter shall prevent the Board of any material portion Directors of the businessCompany from (i) furnishing information to, entering into discussions or negotiations with, or consummating the sale of assets or equity interests of QLogic and WellCare-NY relating to its subsidiaries, taken as a whole (an “Acquisition Proposal”)commercial HMO products, (ii) participate in furnishing information or entering into discussions or negotiations with or consummating any negotiations regarding, or furnish Acquisition Proposal with any person any information or access entity if and only to the books and records extent (A) the Board of QLogic or any Directors of the Company shall have determined in good faith that such action is required in the exercise of its subsidiaries in connection withfiduciary duties, an Acquisition Proposalbased upon the advice of counsel, or (B) directed to so act by New York of Connecticut HMO regulatory authorities, (iii) release any third party fromcomplying with Rules 14d-9 and 14e-2 promulgated under the Securities Exchange Act, or waive (iv) making any provision ofdisclosures to the Company's shareholders if the Board of Directors of the Company shall have determined, any confidentialityafter consultation with outside counsel, non-solicitation or standstill agreement that failure to which QLogic or any of its direct or indirect subsidiaries is a party make such disclosures would be inconsistent with applicable law. As used in connection with any this Agreement, "Acquisition Proposal. QLogic will" shall mean any tender or exchange offer, and will use its reasonable best efforts to cause its Representatives toor proposal, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and a proposal by Purchaser or its Representatives related Affiliates, or offer to acquire in any Acquisition Proposal, and if QLogic manner an equity interest in the Company or any of its Representatives receives an expression of interest, offer, proposal subsidiaries or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity assets of the third party making such expression of interest, offer, proposal Company or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentssubsidiaries.

Exclusivity. With Executive shall in good faith and consistent with his ability, experience and talent perform his duties, and shall devote all of his business time and efforts to the exception performance of the Potential Transactionsuch duties; provided, during the period beginning however, that Executive may, so long as such activities do not interfere or conflict with Executive’s duties hereunder, (a) devote time to his personal investments; (b) serve on the date hereof boards of, and ending at otherwise render services to, non-profit, civic, charitable or political businesses or organizations; (c) serve on the earlier boards of (x) 11:59pm Pacific Time on June 23for-profit businesses or organizations, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any of its Representatives (so long as defined below) will, directly or indirectly, (i) agree to, solicit, initiate, any such business or knowingly encourage any expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer organization is not engaged in activities competitive with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the Company’s business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate Executive notifies Company in any negotiations regarding, or furnish any person any information or access to the books writing of each such board on which Executive is serving and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party fromsuch business or organization fully indemnifies Executive for his acts and omissions committed while serving as a director thereof; and (iv) continue to provide services to those entities set forth on Exhibit B, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond attached hereto (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except the “Approved Entities”) to the extent restricted and limit that Executive previously provided such services, but only to the extent the provision of such services is not in conflict with, in derogation of or in interference with, in any way, Executive’s duties and responsibility to the Company, as shall be determined by an agreement existing on the date hereof with such person, include the identity Company (all of the third party making such expression foregoing clauses (i) through (iv) being, the “Approved Activities”). Exhibit C attached to this Agreement shall also contain: (v) holdings of interestat least 5% or more that Executive beneficially owns or controls directly or indirectly in any company whose shares are eligible to trade in any domestic or foreign securities market; (vi) any holding that Executive beneficially owns or controls directly or indirectly in any other company or enterprise; and shall also set forth (vii) all activities, offer, proposal work or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary consulting not set forth on Exhibit B that Executive performs for others. Executive will promptly notify the Board of the material terms Company and conditions the Board of such expression Company of interestany changes or modifications to the foregoing as they occur, offer, proposal or inquiry, if but in any event not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitationlater than fifteen (15) days thereafter (the foregoing clauses (v) through (vii) being, the direct “Noticed Holdings and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents.Payments”). Initials: ________ _______

Exclusivity. With the exception of the Potential Transaction, during the period beginning on the date hereof and ending at the earlier of (xa) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic Neither i3 nor any of its Representatives Subsidiaries or affiliates shall (as defined below) willand i3 shall cause the officers, directors, employees, representatives and agents of i3, each of its Subsidiaries and each affiliate of i3, including investment bankers, attorneys and accountants, not to), directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with, or provide any information to, any Person (other than ACE*COMM and its affiliates and representatives) concerning any Acquisition Proposal (as defined below); except that nothing contained in this Section shall prohibit i3 from making such disclosure to i3’s stockholders as, in the good faith judgment of the Board of Directors of i3, after consultation with its outside counsel, is required under applicable Laws. Upon execution of this Agreement, i3 will immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing, prior to the Closing, i3 may furnish information concerning its business, properties or assets to any other Person pursuant to appropriate confidentiality agreements, and may negotiate and participate in discussions and negotiations with such Person concerning an Acquisition Proposal if such Person has on an unsolicited basis submitted a bona fide written proposal to the Board of Directors of i3 relating to any such transaction which the Board of Directors determines in good faith is reasonably likely to lead to a Superior Proposal (as defined below); provided, that a Person whom submits an unsolicited bona fide written proposal after the date of this Agreement and who was previously contacted by i3 or ▇▇▇▇▇▇▇ Bros. or who previously contacted i3, in each case prior to the date of this Agreement, shall be deemed to have been made on an unsolicited basis if there is or was further solicitation of such Person after August 4, 2003. i3 shall promptly, but in any event within two trading days, notify ACE*COMM of the existence of any proposal, discussion, negotiation or inquiry received by i3 or its agents, and i3 shall promptly, but in any event within two trading days, communicate to ACE*COMM the terms of any proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to ACE*COMM copies of any written materials received by i3 or its agents in connection with such proposal, discussion, negotiation or inquiry) and the identity of the party making such proposal or inquiry or engaging in such discussion or negotiation. i3 shall promptly provide to ACE*COMM any non-public information concerning i3 provided to any other party which was not previously provided to ACE*COMM. (b) Except as set forth below in this Section, the Board of Directors of i3 shall not (i) agree to, solicit, initiatewithdraw or modify, or knowingly encourage any expression propose to withdraw or modify, in a manner adverse to ACE*COMM, the Recommendation or the approval by the Board of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any Directors of its subsidiaries, or any acquisition or other transfer of any material portion of this Agreement and the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”)transactions contemplated herein, (ii) participate in approve or recommend or propose to approve or recommend any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release enter into any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related respect to any Acquisition Proposal other than a confidentiality agreement required by Section 6.5(a). Notwithstanding the foregoing, the Board of Directors of i3 may withdraw or modify its Recommendation or approval of this Agreement and the transaction contemplated herein, approve or recommend a Superior Proposal (as defined below), or enter into an agreement with respect to a Superior Proposal, and if QLogic or in each case at any time after the fifth trading day following ACE*COMM’s receipt of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice from i3 advising ACE*COMM that the Board of such expression of interestDirectors has received a Superior Proposal which it intends to accept, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of specifying the material terms and conditions of such expression of interestSuperior Proposal, offerand identifying the Person making such Superior Proposal. (c) As used herein, the term “Acquisition Proposal” shall mean any proposal or inquiryoffer to acquire at least 50% of the i3 Common Stock then outstanding (or of the surviving entity in a merger) or substantially all of the assets, if not in writingbusiness or properties of i3 (whether by way of merger, purchase of capital stock, purchase of assets or otherwise). The term “RepresentativesSuperior Proposal” shall mean, mean an Acquisition Proposal which the Board of Directors of i3 determines in good faith (after consulting with respect its outside counsel and its financial adviser(s)) to any entity, any affiliates be (A) more favorable to i3’s stockholders from a financial point of such entity, including, without limitation, view than the direct and indirect subsidiaries of such entitytransactions contemplated by this Agreement, and (B) required to be pursued in order to fulfill the Board of Directors’ fiduciary duties under applicable Laws, in both cases, taking into account the likelihood that such entity’s Acquisition Proposal will be consummated and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsother factors the Board of Directors deems to be relevant.

Exclusivity. With (a) During the exception of Interim Period, the Potential TransactionCompany shall not, during the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any of shall cause its Representatives (as defined below) willand Subsidiaries not to, directly or indirectly, (i) agree to, solicit, initiate, solicit or knowingly encourage (including by way of providing confidential or non-public information) any expression of interestinquiries, offer, proposal proposals or inquiry from any party relating offers that constitute or may reasonably be expected to lead to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any purchase of its subsidiaries, or any acquisition shares or other transfer Equity Securities of any the Company or material portion of the business, assets or equity interests of QLogic the Company and its subsidiariesSubsidiaries (on a consolidated basis) or any merger, taken as a whole business combination or other similar transaction of the Company or its Subsidiaries (an “Acquisition Alternative Transaction Proposal”), (ii) engage or participate in any discussions, negotiations regarding, or furnish transactions with any person third party regarding any information Alternative Transaction Proposal or access that may reasonably be expected to the books and records of QLogic or lead to any of its subsidiaries in connection with, an Acquisition such Alternative Transaction Proposal, or (iii) release enter into any third party fromagreement or deliver any agreement or instrument (including a confidentiality agreement, letter of intent, term sheet, indication of interest, indicative proposal or waive other agreement or instrument) related to any provision ofAlternative Transaction Proposal; provided that (x) the execution, any confidentiality, non-solicitation or standstill agreement delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a) and (y) nothing in this Section 8.03(a) shall be construed to which QLogic permit the Company (or any of its direct Subsidiaries) to take any action that is otherwise prohibited or indirect subsidiaries is a party in connection with any Acquisition Proposalrestricted by the terms of this Agreement (including Section 6.01). QLogic will, and will use its reasonable best efforts The Company agrees to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and promptly notify SPAC if QLogic the Company or any of its Representatives or Subsidiaries receive any offer or communication in respect of an Alternative Transaction Proposal, and will promptly communicate to SPAC in reasonable detail the terms and substance thereof, and the Company shall, and shall cause its Representatives and Subsidiaries to, cease any and all existing negotiations or discussions with any person or group of persons (other than SPAC and its Representatives) regarding an Alternative Transaction Proposal. During the Interim Period, the Company will not confidentially submit to or file with the SEC any Registration Statement on Form S-1 or F-1. Notwithstanding anything set forth in this Section 8.03(a) to the contrary, the Company shall be permitted to undertake the Permitted Equity Financing if (and only if), (1) none of the Company, its Subsidiaries, or its Representatives, prior to November 1, 2021, (x) initiate, solicit or encourage (including by way of providing confidential or non-public information) any inquiries, proposals or offers that are intended to lead to the Permitted Equity Financing or (y) engage or participate in any discussions, negotiations or transactions with any third party regarding the Permitted Equity Financing or that are intended to lead to the Permitted Equity Financing, (2) the Company (x) notifies SPAC promptly (and in any event within twenty-four (24) hours) after the Company has determined to pursue the Permitted Equity Financing or potential Permitted Equity Financing, (y) keeps SPAC reasonably informed on a prompt and timely basis of the status, discussions, negotiations and terms (including any developments, amendments or proposed amendments to such terms) of the Permitted Equity Financing or potential Permitted Equity Financing, and (z) consults with SPAC in respect of the Permitted Equity Financing or potential Permitted Equity Financing, and (3) each Person that receives Equity Securities in connection with the Permitted Financing shall enter into an expression agreement substantially in the form of the Company Shareholder Lock-Up and Support Agreement (excluding Article VI therein), which shall also contain a customary voting provision in which such Person agrees to vote (whether at a meeting or by written consent) all of the Equity Securities owned by such Person in favor and support of the Transactions, including the Company Transaction Proposals. (b) During the Interim Period, SPAC shall not, and shall cause its Representatives and the Sponsor not to, directly or indirectly, (i) initiate, solicit or encourage (including by way of providing confidential or non-public information) any inquiries, proposals or offers that constitute or may reasonably be expected to lead to any business combination transaction between SPAC and any other Person (other than the Company) (a “SPAC Alternative Transaction Proposal”), (ii) engage or participate in any discussions, negotiations or transactions with any third party regarding any SPAC Alternative Transaction Proposal or that may reasonably be expected to lead to any such SPAC Alternative Transaction Proposal, or (iii) enter into any agreement or deliver any agreement or instrument (including a confidentiality agreement, letter of intent, term sheet, indication of interest, offer, indicative proposal or inquiry relating other agreement or instrument) related to an Acquisition any SPAC Alternative Transaction Proposal; provided that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). SPAC agrees to promptly notify the Company if SPAC or any of its Representatives or the Sponsor receive any offer or communication in respect of a SPAC Alternative Transaction Proposal, neither QLogic nor and will promptly communicate to the Company in reasonable detail the terms and substance thereof, and SPAC shall, and shall cause its Representatives shall respond and the Sponsor to, cease any and all existing negotiations or discussions with any person or group of persons (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s Company and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountantsRepresentatives) or agentsregarding a SPAC Alternative Transaction Proposal.

Exclusivity. With the exception of the Potential The Company shall, and shall use its reasonable best efforts to cause its Affiliates and its and their respective Representatives to immediately cease (a) any and all discussions or negotiations with any Person (other than Parent and its Affiliates and its and their respective Representatives) regarding a Competing Transaction, during the period beginning on the date hereof (b) furnishing to any Person (other than Parent and ending at the earlier of its Affiliates and its and their respective Representatives) any information with respect to a Competing Transaction and (xc) 11:59pm Pacific Time on June 23cooperating with, 2016assisting in, participating in, facilitating or (y) notification by Cavium to QLogic encouraging a Competing Transaction. Until such time, if any, as this Agreement is terminated pursuant to Section 4 of the NDA terms hereof, the Company agrees that Cavium has determined it shall not, and shall use its reasonable best efforts to cause its Affiliates and use its reasonable best efforts to cause its and their respective Representatives not to proceed with the Potential Transaction, QLogic nor any of its Representatives (as defined below) willto, directly or indirectly, (i) agree toinitiate, solicit, initiateknowingly encourage or otherwise facilitate any inquiries or the making of an offer or proposal regarding any Competing Transaction, (ii) engage in any negotiations concerning, or enter into any agreement (other than an agreement with its Subsidiaries or its or their respective Representatives) regarding a Competing Transaction or otherwise knowingly encourage facilitate a Competing Transaction or (iii) except as described in the immediately following sentence, file any expression of interestamendments to or make any other filing with the Commission with respect to the Registration Statement, offer, proposal including any public or inquiry from any party relating to any potential acquisition, sale, merger or consolidationpublicly available correspondence with respect thereto, or tender offer request that the Registration Statement (or exchange offer the prospectus contained therein) be declared effective by the Commission or make any public announcements with respect to, QLogic to an initial public offering of the Company or any of its subsidiariesSubsidiaries, or notwithstanding the fact that any acquisition such failure to file or other transfer of any material portion of inaction may result in the business, assets Registration Statement (or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (iithe prospectus contained therein) participate in any negotiations regarding, or furnish any person any information or access to being deemed stale by the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition ProposalCommission. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on Promptly after the date hereof of this Agreement, the Company shall file a Registration Withdrawal Request on Form RW with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, Commission with respect to any entitythe Registration Statement and, any affiliates of such entityif deemed advisable by the Company, including, without limitation, make a filing with the direct Commission on Form 8-K and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsother appropriate filings with the Commission in connection therewith.

Exclusivity. With the exception of the Potential Transaction, during (a) During the period beginning commencing on the Effective Date and ending on the date hereof of termination of this Agreement (and ending at not extending into any Franchise Wind-Down Period), Holdings and Licensor shall not, and shall cause the earlier of Licensor Affiliates (xfor so long as they remain Licensor Affiliates) 11:59pm Pacific Time on June 23not to, 2016use, or (y) notification by Cavium grant to QLogic pursuant any other Person, the right or license to Section 4 of use, anywhere in the NDA that Cavium has determined not to proceed with Territory or in the Potential Transaction, QLogic nor any of its Representatives (as defined below) will, directly or indirectlyOption Territory, (i) agree the Sotheby’s ▇▇▇▇ or the name “Sotheby’s” or any derivative thereof or any confusingly similar ▇▇▇▇ (other than any Licensed ▇▇▇▇), for any Authorized Brokerage Services, Authorized Ancillary Services or any service described in the definition of Excluded Services, other than Timeshare Brokerage Services and sales of Artistically Significant Residences in auction format, which shall not be prohibited by this Section 11.1 or (ii) any Licensed ▇▇▇▇. (b) During the period commencing on the Effective Date and ending on the date of termination of this Agreement, Holdings and Licensor shall not, and Holdings shall cause the Licensor Affiliates (for so long as they remain Licensor Affiliates) not to, solicitsell, initiate, dispose or knowingly encourage any expression of interest, offer, proposal or inquiry from any party relating otherwise transfer to any potential acquisitionPerson any Licensed ▇▇▇▇; provided, salehowever, merger or consolidationthat the Licensed Marks may, or tender offer or exchange offer with respect toat any time and from time to time, QLogic or any of its subsidiariesbe transferred to an Eligible SPV, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic provided that (i) Licensor’s rights and its subsidiaries, taken as a whole (an “Acquisition Proposal”)obligations under this Agreement are assigned to such Eligible SPV, (ii) participate in any negotiations regarding, or furnish any person any information or access to the books such Eligible SPV shall execute an instrument acknowledging its assumption of Licensor’s rights and records of QLogic or any of obligations under this Agreement and its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to bound by the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of this Agreement as Licensor and (iii) such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect Eligible SPV executes and delivers to any entity, any affiliates of such entity, including, without limitation, Licensee a pledge agreement substantially similar to the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentspledge agreement executed by Licensor pursuant to Section 10.9(b).

Exclusivity. With the exception of the Potential Transaction, during the period beginning on the date hereof and ending at the earlier of (xa) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic Neither i3 nor any of its Representatives Subsidiaries or affiliates shall (as defined below) willand i3 shall cause the officers, directors, employees, representatives and agents of i3, each of its Subsidiaries and each affiliate of i3, including investment bankers, attorneys and accountants, not to), directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with, or provide any information to, any Person (other than ACE*COMM and its affiliates and representatives) concerning any Acquisition Proposal (as defined below); except that nothing contained in this Section shall prohibit i3 from making such disclosure to i3’s stockholders as, in the good faith judgment of the Board of Directors of i3, after consultation with its outside counsel, is required under applicable Laws. Upon execution of this Agreement, i3 will immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing, prior to the Closing, i3 may furnish information concerning its business, properties or assets to any other Person pursuant to appropriate confidentiality agreements, and may negotiate and participate in discussions and negotiations with such Person concerning an Acquisition Proposal if such Person has on an unsolicited basis submitted a bona fide written proposal to the Board of Directors of i3 relating to any such transaction which the Board of Directors determines in good faith is reasonably likely to lead to a Superior Proposal (as defined below); provided, that a Person whom submits an unsolicited bona fide written proposal after the date of this Agreement and who was previously contacted by i3 or K▇▇▇▇▇▇ Bros. or who previously contacted i3, in each case prior to the date of this Agreement, shall be deemed to have been made on an unsolicited basis if there is or was further solicitation of such Person after August 4, 2003. i3 shall promptly, but in any event within two trading days, notify ACE*COMM of the existence of any proposal, discussion, negotiation or inquiry received by i3 or its agents, and i3 shall promptly, but in any event within two trading days, communicate to ACE*COMM the terms of any proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to ACE*COMM copies of any written materials received by i3 or its agents in connection with such proposal, discussion, negotiation or inquiry) and the identity of the party making such proposal or inquiry or engaging in such discussion or negotiation. i3 shall promptly provide to ACE*COMM any non-public information concerning i3 provided to any other party which was not previously provided to ACE*COMM. (b) Except as set forth below in this Section, the Board of Directors of i3 shall not (i) agree to, solicit, initiatewithdraw or modify, or knowingly encourage any expression propose to withdraw or modify, in a manner adverse to ACE*COMM, the Recommendation or the approval by the Board of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any Directors of its subsidiaries, or any acquisition or other transfer of any material portion of this Agreement and the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”)transactions contemplated herein, (ii) participate in approve or recommend or propose to approve or recommend any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release enter into any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related respect to any Acquisition Proposal other than a confidentiality agreement required by Section 6.5(a). Notwithstanding the foregoing, the Board of Directors of i3 may withdraw or modify its Recommendation or approval of this Agreement and the transaction contemplated herein, approve or recommend a Superior Proposal (as defined below), or enter into an agreement with respect to a Superior Proposal, and if QLogic or in each case at any time after the fifth trading day following ACE*COMM’s receipt of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice from i3 advising ACE*COMM that the Board of such expression of interestDirectors has received a Superior Proposal which it intends to accept, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of specifying the material terms and conditions of such expression of interestSuperior Proposal, offerand identifying the Person making such Superior Proposal. (c) As used herein, the term “Acquisition Proposal” shall mean any proposal or inquiryoffer to acquire at least 50% of the i3 Common Stock then outstanding (or of the surviving entity in a merger) or substantially all of the assets, if not in writingbusiness or properties of i3 (whether by way of merger, purchase of capital stock, purchase of assets or otherwise). The term “RepresentativesSuperior Proposal” shall mean, mean an Acquisition Proposal which the Board of Directors of i3 determines in good faith (after consulting with respect its outside counsel and its financial adviser(s)) to any entity, any affiliates be (A) more favorable to i3’s stockholders from a financial point of such entity, including, without limitation, view than the direct and indirect subsidiaries of such entitytransactions contemplated by this Agreement, and (B) required to be pursued in order to fulfill the Board of Directors’ fiduciary duties under applicable Laws, in both cases, taking into account the likelihood that such entity’s Acquisition Proposal will be consummated and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsother factors the Board of Directors deems to be relevant.

Exclusivity. With (a) none of Acucela or any of its Affiliates, or Otsuka, or any of its Affiliates, shall undertake itself, or grant a license to a Third Party or otherwise enable or assist any Third Party, to develop, make, use, offer for sale, sell, import or export any Acucela Core Compound or any pharmaceutical product containing any Acucela Core Compound in the exception Field, or outside of the Potential TransactionField for indications that may result in off-label use of such Acucela Core Compound or pharmaceutical product, during in any country of the period Territory, except as otherwise expressly permitted under this Agreement. The forgoing notwithstanding, in the case of a Change of Control with respect to either Party beginning on the date hereof that is * after the effective date of the Change of Control, the restrictions set forth in this Section 2.1.2(a) shall not apply to any product owned or controlled by such Acquirer or its Affiliates prior to the effective date of the Change of Control (a “Preexisting Product”), provided that, after the effective date of the Change of Control, (i) such Acquirer and ending at its Affiliates shall not use the earlier Confidential Information of either Party pertaining to Potential Collaboration Compounds or Potential Collaboration Products or their Manufacture or use in making, using, offering for sale, selling, importing or exporting such Preexisting Product and (xii) 11:59pm Pacific Time on June 23no person who had been an officer, 2016director, employee, consultant, agent or representative of Acucela within * prior to the effective date of the Change of Control shall be permitted to assist the Acquirer in making, using, offering for sale, selling, importing or exporting the Preexisting Product. (yb) notification by Cavium to QLogic From the Effective Date until *, except pursuant to Section 4 of the NDA that Cavium has determined not to proceed with Collaboration between the Potential TransactionParties under this Agreement, QLogic neither Party nor any of its Representatives (as defined below) willAffiliates shall, directly alone or indirectlyin collaboration with a Third Party, (i) agree to, solicit, initiateconduct any clinical development of any VCM Product in the Field in any country of the Territory, or knowingly encourage any expression of interest, offer, proposal or inquiry from any party relating grant a license to any potential acquisition, sale, merger or consolidationa Third Party to conduct, or tender offer otherwise assist or exchange offer with respect toauthorize a Third Party in conducting, QLogic or any of its subsidiaries, or any acquisition or other transfer clinical development of any material portion such VCM Product in the Field in any country of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsTerritory.

Exclusivity. With (a) Between the exception date of this Agreement and the earlier to occur of the Potential TransactionClosing or the termination of this Agreement in accordance with Section 7.1, during the period beginning neither Base Ten nor any person acting on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23its behalf shall hold discussions with, 2016negotiate with, provide any information to, or (y) notification by Cavium initiate, encourage, solicit, or agree to QLogic pursuant any offer from, any person other than the Company, regarding any merger, sale of securities, sale of assets, sale of liabilities, or similar transaction involving Base Ten or any transaction that could be expected to Section 4 impede, delay, interfere with, prevent, or dilute the benefits to the Company of the NDA that Cavium has determined not to proceed with the Potential Transactiontransactions contemplated hereby, QLogic nor any of its Representatives (as defined below) will, directly or indirectly, unless: (i) agree to, solicit, initiate, or knowingly encourage any expression the board of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any directors of Base Ten determines in good faith based on written advice of its subsidiaries, or any acquisition or other transfer outside legal counsel that the action is necessary for the board of any material portion directors of Base Ten to comply with its fiduciary duties to the business, assets or equity interests shareholders of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), Base Ten under applicable law; and (ii) participate prior to entering into negotiations, the board of directors of Base Ten receives from the other party an executed confidentiality agreement and proposal with terms no less favorable to Base Ten than those contained in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or this Agreement; and (iii) release prior to entering into any third party fromsuch negotiations, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and Base Ten provides written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on Company that includes the date hereof with such personterms of the proposal, include the identity of the third party person making such expression the proposal, and the fact that clauses (a) and (b) of interestthis Section 5.20(a) have been satisfied. (b) Between the date of this Agreement and the earlier to occur of the Closing or the termination of this Agreement in accordance with Section 7.1, offerneither the Company nor any person acting on its behalf shall hold discussions, proposal or inquirynegotiate with, a copy of such expression of interest, offer, proposal or inquiry, if in writingprovide any information to, or a summary initiate, encourage, solicit, or agree to any offer from, any person other than Base Ten regarding any merger, sale of securities, sale of assets, sale of liabilities, or similar transaction involving the Company or any transaction that could be expected to impede, delay, interfere with, prevent, or dilute the benefits to Base Ten of the material terms and conditions transactions contemplated hereby, unless: (i) the board of such expression directors of interest, offer, proposal or inquiry, if not the Company determines in writing. The term “Representatives” shall mean, good faith based on written advice of its outside legal counsel that the action is necessary for the board of directors of the Company to comply with respect its fiduciary duties to any entity, any affiliates the stockholders of such entity, including, without limitationthe Company under applicable law; and (ii) prior to entering into negotiations, the direct board of directors of the Company receives from the other party an executed confidentiality agreement and indirect subsidiaries proposal with terms no less favorable to the Company than those contained in this Agreement; and (iii) prior to entering into any such negotiations, the Company provides written notice to Base Ten that includes the terms of such entitythe proposal, the identity of the person making the proposal, and such entity’s the fact that clauses (i) and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountantsii) or agentsof this Section 5.20(b) have been satisfied.

Exclusivity. With the exception of the Potential Transaction, during the period beginning on From the date hereof and ending at of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Closing, Seller shall not, and shall not permit or cause any of their respective Affiliates, officers, managers, members, directors, employees, investment bankers, consultants, advisors, other agents and Representatives (xcollectively, “Seller Representatives”), to directly or indirectly, (a) 11:59pm Pacific Time on June 23sell or otherwise transfer any equity interests in the Company, 2016all or a material portion of the assets or the properties (including the Property) of the Company (other than inventory in the Ordinary Course of Business), or enter into any agreement to sell or otherwise transfer such an equity interest or all or a material portion of such assets or properties, (yb) notification by Cavium take any action to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transactionsolicit, QLogic nor any of its Representatives (as defined below) willinitiate, entertain, negotiate, accept or discuss, directly or indirectly, (i) agree to, solicit, initiate, or knowingly encourage any expression of interest, offer, proposal or inquiry from offer to acquire all or any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic significant part of the Company or any of its subsidiariesassets, or any acquisition or other transfer whether by merger, sale of any material portion equity interests, joint venture, business combination, sale of the business, assets or equity interests of QLogic and its subsidiariesreal estate or a sale-leaseback, taken as a whole reorganization, recapitalization, share exchange, liquidation, dissolution or otherwise (each, an “Acquisition Proposal”), (iic) participate disclose or provide any nonpublic information relating to the Company (including this Agreement) in any negotiations regardingconnection with an Acquisition Proposal, or furnish any person any information or (d) afford access to a transaction data room, the properties, books and or records of QLogic the Company to any third party that has made or is reasonably believed by Seller to be contemplating any of its subsidiaries in connection with, an Acquisition Proposal, or (iiie) release any third party fromotherwise cooperate with, or waive knowingly assist or participate in, or knowingly facilitate or encourage any provision ofeffort or attempt by any Person (other than Acquirors or its respective Representatives) with respect to, any confidentialityor which would reasonably be likely to lead to, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any an Acquisition Proposal. QLogic will, Seller shall and will use its reasonable best efforts shall cause Seller Representatives to cause its Representatives to, immediately promptly cease and cause to be terminated all contacts or negotiations discussions and negotiations, if any, which have taken place prior to the date hereof with parties other than Cavium and its Representatives related respect to any Acquisition Proposal. Notwithstanding anything herein to the contrary, and if QLogic Seller, any of its Subsidiaries or any of their respective representatives receives an inquiry, proposal or offer from any Person or group relating to any transaction other than an Acquisition Proposal, including a sale, purchase, merger, consolidation, combination or other transaction involving Seller or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond Subsidiaries (other than to acknowledge receipt and indicate that QLogic may not further respondthe Company) (a “Separate Proposal”), then Seller, any of its Subsidiaries (including the Company) and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity any of the third party representatives of any of the foregoing, as applicable, may (i) furnish any information and other access to any Person making such expression Separate Proposal and any of interestits representatives, offer, proposal (ii) engage in discussions or inquiry, a copy negotiations with any Person making such Separate Proposal and any of its representatives or (iii) enter into any transaction relating to such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsSeparate Proposal.

Exclusivity. With the exception of the Potential TransactionExcept for such Clearing, Settlement and Sponsorship Services that Bank declines or is unable to perform hereunder, during the period beginning on Term of this Agreement, Bank shall be the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 exclusive provider of the NDA Clearing, Settlement and Sponsorship Services to Company; provided, however, that Cavium has determined Company shall be permitted to establish additional BINs and to use such additional BINs to process the minimum amount of volume necessary to establish and maintain such additional BINs. Except as described on Exhibit 8.4 to this Agreement, during the Term of this Agreement, Bank shall provide the Clearing, Settlement and Sponsorship Services exclusively to Company and to no other person or entity. This section is not intended to limit the Bank from processing for its own account as long as it is otherwise consistent with its obligation not to proceed compete with the Potential TransactionCompany. In the event Bank or its affiliates acquire or merge with banks, QLogic nor any of its Representatives other entities, branches or businesses that provide Clearing, Settlement and Sponsorship Services (as defined below) will, directly or indirectly, (i) agree to, solicit, initiate, or knowingly encourage any expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any such acquisition or other transfer of any material portion of the businessmerger, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition ProposalBank Transaction”), then those merged or acquired banks, other entities, branches or businesses may continue to perform those Clearing, Settlement and Sponsorship Services under their existing contracts or agreements (iithe “Existing Agreements”) participate in any negotiations regarding, for the duration of those contracts or furnish any person any information or access agreements without regard to the books requirements of this Agreement; provided, however, that: (a) if directed to do so by Company and records permitted by such contracts or agreements, Bank will terminate such contract and Company will pay any and all termination, conversion or other fees, expenses and penalties and assume any and all liabilities, costs and expenses (including reasonable attorney’s fees and court costs) associated with such termination, and (b) Bank shall terminate or not renew all such contracts or arrangements as soon as reasonably possible if such termination may be accomplished without the payment of QLogic fees or the occurrence of any other penalty or liability; provided that Company shall remain liable for any conversion or transition costs and expenses owed by Bank resulting from such termination as set forth above. In the case of its subsidiaries in connection with, an Acquisition Proposal, (a) or (iiib) release any third party fromin the preceding sentence, upon termination of the applicable contract or waive any provision ofarrangement, any confidentiality, non-solicitation or standstill agreement Bank shall use commercially reasonable efforts to which QLogic or any of assist Company and its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease the counterparty to such contracts and cause arrangements to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any become a customer of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsCompany.

Exclusivity. With (a) During the exception of Pre-Closing Period, the Potential TransactionCompany shall not, during and the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any Company shall require each of its Representatives (as defined below) willofficers, directors, employees, representatives and agents not to, directly or indirectly, (i) agree toinitiate, solicit, initiateencourage or otherwise facilitate any inquiry, proposal, offer or knowingly encourage any expression of interest, offer, proposal or inquiry from discussion with any party relating (other than the Buyer) concerning any Acquisition Proposal, (ii) furnish any information concerning the business, properties or assets of the Company or any Subsidiary or the Company Shares to any potential acquisitionparty (other than the Buyer) or (iii) engage in negotiations or enter into any agreement with any party (other than the Buyer) concerning any such transaction. (b) Notwithstanding the foregoing, saleprior to the adoption of this Agreement either at a special meeting of stockholders or pursuant to a written stockholder consent, merger the Company may, to the extent required by the fiduciary obligations of the Company's Board of Directors, as determined in good faith by the Company's Board of Directors after consultation with outside counsel, in response to a bona fide, unsolicited written Acquisition Proposal from an unaffiliated third party made or consolidationreceived after the date of this Agreement that the Company's Board of Directors determines in good faith after consultation with outside counsel and a nationally recognized independent financial advisor is reasonably likely to lead to a Superior Proposal, or tender offer or exchange offer in each case that did not result from a breach by the Company of this Section 4.9, and subject to compliance with Section 4.9(c), (x) furnish information with respect toto the Company to the person making such Acquisition Proposal and its Advisors pursuant to a customary confidentiality agreement not less restrictive of the other party than the NDA and (y) participate in discussions or negotiations (including solicitation of a revised Acquisition Proposal) with such person and its Advisors regarding any Acquisition Proposal. Without limiting the foregoing, QLogic it is agreed that any violation of the restrictions set forth in this Section 4.9 by any Advisor of the Company or any of its subsidiariesSubsidiaries, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a material breach of this Section 4.9 by the Company. (c) The Company shall promptly, and in any event within one business day, notify any party with which discussions or negotiations of the nature described in paragraph (a) above were pending that the Company is terminating such discussions or negotiations. If the Company receives any Acquisition Proposal or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any request for information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives or of any inquiry with respect to, immediately cease and cause or that could reasonably be expected to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to lead to, any Acquisition Proposal, and if QLogic or any the Company shall, within two business days after such receipt, notify the Buyer of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an such Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal request or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include including the identity of the third other party making and the terms of such expression of interestAcquisition Proposal, offer, proposal request or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents.

Exclusivity. With the exception of the Potential Transaction, during During the period beginning on from the date hereof and ending at through the Closing or the earlier termination of (x) 11:59pm Pacific Time on June 23this Agreement in accordance with Article VIII, 2016the Company shall not, or (y) notification by Cavium to QLogic pursuant to Section 4 and shall cause each of the NDA that Cavium has determined not to proceed with the Potential Transactiontheir respective Subsidiaries, QLogic nor any of its Affiliates and Representatives (as defined belowcollectively, the “Subject Parties” and each, a “Subject Party”) willnot to, directly or indirectly, (ia) agree to, solicit, initiate, induce, encourage, knowingly facilitate the making, submission or knowingly encourage announcement of any expression of interestproposals, offer, proposal offers or inquiry inquiries from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer Person with respect to, QLogic or enter into negotiations or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole agreement relating to an Acquisition Transaction (an “Acquisition Proposal”)) or take any action that would reasonably be expected to lead to an Acquisition Proposal, (ii) participate with any Person, in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic case other than Purchaser or any of its subsidiaries Affiliates, (b) furnish any information to any Person in connection withwith or relating to an Acquisition Proposal, (c) engage in any discussions or negotiations with any Person with respect to an Acquisition Proposal, (d) approve, endorse or recommend any Acquisition Proposal, or (iiie) release enter into any third party fromcommitment, understanding, term sheet, letter of intent or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic similar document or any of its direct Contract contemplating or indirect subsidiaries is a party in connection with otherwise relating to any Acquisition Proposal. QLogic willWithout limiting the generality of the foregoing, any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Subject Party shall be deemed to constitute a breach of this Section 6.14 by the Company. Promptly following the execution and will use its reasonable best efforts to delivery of this Agreement, the Company shall cause its Representatives the other Subject Parties and their respective directors, managers, officers, employees, agents, consultants, advisors and other representatives to, immediately cease and cause to be terminated all contacts or negotiations any existing discussions with parties any Person (other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic Purchaser or any of its Representatives receives an expression of interest, offer, proposal Affiliates) that relate to any Acquisition Proposal or inquiry relating to an potential Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents.

Exclusivity. With Until the exception of the Potential TransactionClosing occurs or this Agreement is terminated in accordance with its terms, during the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed except in connection with the Potential Transactiontransactions contemplated by the Target Merger Agreement and the Transactions contemplated hereby, QLogic nor any of Seller will not (and Seller shall cause its Subsidiaries and controlled Affiliates and their respective Representatives (as defined below) will, directly or indirectly, (i) agree toto not), solicit, initiate, negotiate, agree to, engage in or knowingly encourage renew any expression of interest, contact concerning any proposal or offer, or any contact that would reasonably be expected to result in a proposal or inquiry offer, from any party Person (other than the Acquirors and their respective Affiliates) relating to any potential acquisitionof the following involving the Acquired Companies: (a) a liquidation, saledissolution or recapitalization, (b) a merger or consolidation, (c) an acquisition or tender offer or exchange offer with respect to, QLogic or purchase of any of its subsidiaries, the material assets (or any acquisition or other transfer of any material portion of its assets) of, or any equity interest in, the Acquired Companies, except for the sale of assets in the ordinary course of business consistent with past practice, (d) any similar transaction or business combination outside the ordinary course of business, assets or equity interests of QLogic and its subsidiaries(e) any financing, taken as a whole investment, acquisition, purchase, merger, sale or any other similar transaction that would restrict, prohibit or inhibit the Seller’s ability to consummate the Transactions contemplated by this Agreement or the Target Merger Agreement (each, an “Acquisition Proposal”), . Seller represents and warrants that all discussions and negotiations relating to any Acquisition Proposal (iiother than the transactions with the Acquirors contemplated by this Agreement) participate in have been terminated. In the event Seller or the ▇▇▇▇▇▇ receives any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an unsolicited Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic willSeller shall promptly, and will use its reasonable best efforts to cause its Representatives toin any event, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposalwithin forty-eight (48) hours, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, and a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of Acquisition Proposal to the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsAcquirors.

Exclusivity. With the exception of the Potential Transaction, during During the period beginning on from the date hereof and ending at of this Agreement through the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause its officers, directors, employees, agents, representatives and Affiliates (xincluding for this purpose commonly Controlled Affiliates) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any of its Representatives (as defined below) willto, directly or indirectly, (ia) agree to, solicit, initiate, seek, encourage or knowingly encourage support any expression of interest, offerinquiry, proposal or inquiry from offer from, furnish any party relating to any potential acquisition, sale, merger or consolidationinformation to, or tender offer participate in any discussions or exchange offer negotiations with, any corporation, partnership, person or other entity or group (other than Parent and its Subsidiaries and Representatives) regarding any Acquisition Proposal, (b) enter into, continue with respect or participate in any discussions or negotiations with, or provide any information to, QLogic any Person (other than Parent and its Subsidiaries and Representatives) concerning a possible Acquisition Proposal or (c) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. During the period from the date of this Agreement through the earlier of the Closing or the termination of this Agreement in accordance with its terms, upon receipt by the Company or any of its subsidiaries, or any acquisition or other transfer commonly Controlled Affiliates of any material portion of the businessoffer, assets or equity interests of QLogic and its subsidiariesproposal, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression indication of interest, offer, proposal request or inquiry relating that could reasonably be expected to lead to an Acquisition Proposal, neither QLogic nor the Company shall within one (1) Business Day (i) notify Parent of its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression Acquisition Proposal and (ii) communicate to Parent in reasonable detail the terms of interest, offer, proposal or inquiry, which any such Acquisition Proposal (including providing Parent with a written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, statement with respect to any entitynon-written Acquisition Proposal received, which statement must include the terms thereof). In addition, the Company will within one (1) Business Day advise Parent of any affiliates material modification or proposed modification to such Acquisition Proposal and any other information necessary to keep Parent informed in all material respects regarding the status and details of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsAcquisition Proposal.

Exclusivity. With the exception of the Potential Transaction, during the period beginning on From the date hereof and ending at of this Agreement until the Closing Date or the earlier termination of (x) 11:59pm Pacific Time on June 23this Agreement, 2016the Company and each Seller shall not, nor shall the Company or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any of its Representatives (as defined below) will, Seller directly or indirectly, through any officer, director, employee, representative or agent thereof, (ia) agree tosolicit or encourage the initiation or submission of any inquiries, solicitproposals or offers regarding any acquisition, initiatemerger, take-over bid, sale of all or substantially all of the assets of, or knowingly encourage any expression sales of interestcapital stock or other securities of the Company or its Subsidiaries, whether or not in writing and whether or not delivered to the shareholders of the Company generally (including by way of a tender offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation), or tender offer similar transactions involving the Company or exchange offer with respect to, QLogic or its Subsidiaries (any of its subsidiaries, the foregoing inquiries or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken proposals being referred to herein as a whole (an “Acquisition Proposal”), ) or (iib) participate negotiate with respect to or effect any transaction contemplated by an Acquisition Proposal. The Company shall promptly notify the Buyer after receipt of any Acquisition Proposal or any request for nonpublic information relating to the Company or any Seller in any negotiations regarding, connection with an Acquisition Proposal or furnish any person any information or for access to the properties, books and or records of QLogic the Company or any that informs the board of its subsidiaries in connection with, directors of the Company that the Person making the request is considering making or has made an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written Such notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include Buyer shall be made promptly orally and in writing and shall indicate in reasonable detail the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of offeror and the material terms and conditions of such expression proposal, inquiry or contact. Subject to their fiduciary duties, so long as this Agreement remains in effect and has not been terminated, the board of interestdirectors of the Company shall not (i) withdraw or modify, offeror propose to withdraw or modify, proposal in a manner adverse to the Buyer the approval or inquiryrecommendation by such board of this Agreement, if not the agreements contemplated herein or the transactions contemplated hereby, (ii) approve or recommend, or propose to approve or recommend, any Acquisition Proposal (other than as contemplated in writing. The term “Representatives” shall mean, this Agreement) or (iii) approve or authorize the entering into any agreement with respect to any entityAcquisition Proposal (other than as contemplated in this Agreement). From the date of this Agreement until the Closing Date or earlier termination of this Agreement, no Seller will sell or otherwise transfer, or grant any option to purchase, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entitySeller’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsShares to a third party.

Exclusivity. With the exception of the Potential Transaction, during the period beginning on From the date hereof and ending at of this Agreement until the earlier of the Closing and the termination of this Agreement in accordance with its terms, Parent and Merger Sub shall not, and shall use their reasonable best efforts to cause their Representatives not to, directly or indirectly: (xi) 11:59pm Pacific Time on June 23solicit, 2016initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss (ywith a third party) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any of its Representatives (as defined below) willor negotiate, directly or indirectly, any inquiry, proposal or offer (iwritten or oral) agree with respect to a Parent Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that would reasonably be expected to lead to, solicita Parent Acquisition Proposal; (iii) enter into any Contract regarding a Parent Acquisition Proposal; (iv) prepare or take any steps in connection with an offering of any securities of either Parent of the Merger Sub (or any Affiliate or successor of either Parent of the Merger Sub), initiate, other than the Private Placements and the issuance of shares of Parent Common Stock as Merger Consideration; or (v) knowingly facilitate or knowingly encourage any expression effort or attempt by any Person to do or seek to do any of interestthe foregoing. Parent shall (A) notify the Company promptly upon receipt of any Parent Acquisition Proposal by Parent or Merger Sub, offer, proposal or inquiry from and to describe the terms and conditions of any party relating such Parent Acquisition Proposal in reasonable detail (including the identity of any Person making such Parent Acquisition Proposal) and (B) keep the Company reasonably informed on a reasonably current basis of any modifications to any potential acquisition, sale, merger or consolidation, or tender such offer or exchange offer with respect information. Parent shall, and shall cause its Affiliates to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books shall authorize and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause instruct its Representatives to, immediately cease any and cause to be terminated all contacts existing discussions or negotiations with parties other than Cavium and its Representatives related any Person conducted prior to any the Execution Date with respect to, or which is reasonably likely to give rise to or result in, a Parent Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents.

Exclusivity. With The Company shall not, and the exception of the Potential Transaction, during the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any Company shall require each of its Representatives (as defined below) willofficers, directors, employees, representatives and agents not to, directly or indirectly, (i) agree toinitiate, solicit, initiateencourage or otherwise facilitate any inquiry, proposal, offer or knowingly encourage discussion with any expression party (other than the Buyer) concerning any merger, reorganization, consolidation, recapitalization, business combination, liquidation, dissolution, share exchange, sale of intereststock, offersale of material assets or similar business transaction involving the Company, any Subsidiary or any division of the Company, (ii) furnish any non-public information concerning the business, properties or assets of the Company, any Subsidiary or any division of the Company to any party (other than the Buyer) or (iii) engage in discussions or negotiations with any party (other than the Buyer) concerning any such transaction. The Company shall immediately notify any party with which discussions or negotiations of the nature described in clause (i) above were pending that the Company is terminating such discussions or negotiations. If the Company receives any inquiry, proposal or inquiry from any party relating to any potential acquisitionoffer of the nature described in clause (i) above, salethe Company shall, merger or consolidationwithin one (1) business day after such receipt, or tender offer or exchange offer with respect to, QLogic or any notify the Buyer of its subsidiariesreceipt of such inquiry, proposal or any acquisition or other transfer of any material portion offer, including the identity of the businessother party. Notwithstanding anything to the contrary in this Section 4.5 or elsewhere in this Agreement, assets the Company’s Board of Directors or equity interests officers shall not be prohibited from furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide written proposal to acquire the Company if (x) the Company’s Board of QLogic Directors determines in good faith (based upon advice from legal counsel) that such action is required for the Company’s Board of Directors to comply with its fiduciary duties to the Company Stockholders under applicable law, and (y) the Company has obtained from such person a confidentiality agreement on terms the Company determines in good faith to be no less favorable to the Company than those contained in the confidentiality provisions of the letter of intent dated February 11, 2008 between the Buyer and the Company. If the Board of Directors of the Company receives a proposal of the nature described in the preceding sentence which it determines in good faith to be superior to the Merger (after consultation with its subsidiariesfinancial advisors and legal counsel), taken as taking into account the person making such proposal and the likelihood and timing of consummation (including financial, legal, regulatory and other aspects of such proposal deemed relevant by the Company’s Board of Directors in good faith) and which is not conditioned upon obtaining additional financing (such other proposal, a whole (an “Acquisition Superior Proposal”), (i) the Company shall promptly so notify the Buyer, including the terms of such Superior Proposal and (ii) participate the Company’s Board of Directors may withdraw or modify the Company Recommendation, approve or recommend the Superior Proposal or (only after terminating the Agreement pursuant to Section 7.1(f)) enter into an agreement with respect to such Superior Proposal (either of which shall be deemed, for purposes of Section 7.1(g) hereof, a withdrawal of the Company Recommendation) or terminate this Agreement in accordance with Section 7.1(f); provided, that, at least two (2) business days prior to taking any negotiations regardingsuch action, or furnish any person any information or access the Company gives written notice thereof to the books and records of QLogic or any of its subsidiaries Buyer, setting forth in connection withreasonable detail, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression Superior Proposal and the Buyer shall not have, within such two (2) business day period, proposed an improved transaction to the Company’s Board of interest, offer, Directors unless the Company’s Board of Directors determines in good faith (after consultation with its financial advisors and legal counsel) that such improved transaction proposed by the Buyer is not at least as favorable to the Company Stockholders as the Superior Proposal. The foregoing notice requirements and opportunity for the Buyer to respond to such other proposal or inquiry, if not in writing. The term “Representatives” offer shall mean, with respect similarly apply to any entity, any affiliates modification of such entity, including, without limitation, other proposal or offer received by the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsCompany.

Exclusivity. With (a) Prior to the exception of Initial Closing, without the Potential TransactionInvestor’s prior written consent, during neither the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic Company nor any of its Representatives (as defined below) willSubsidiaries shall, directly or indirectly, take (i) agree toand the Company shall not authorize or permit any directors, solicitofficers or employees of the Company or, initiateto the extent within the Company’s control, other Affiliates or knowingly encourage any expression representatives of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic the Company or any of its subsidiariesSubsidiaries to take) any action to (i) encourage (including by way of furnishing non-public information), solicit, initiate or facilitate any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) enter into any agreement with respect to any Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate any of the Transactions or (iii) participate in any way in discussions or negotiations regardingwith, or furnish any person information to, any information Person in connection with, or access take any other action to facilitate any inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal. Prior to the books Initial Closing, the Company shall use reasonable best efforts to take all actions reasonably necessary to ensure that the directors, officers and records employees of QLogic the Company or any of its subsidiaries in connection withSubsidiaries and, an Acquisition Proposalto the extent within the Company’s control, other Affiliates or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic representatives of the Company or any of its direct Subsidiaries, do not take or indirect subsidiaries is a party do any of the actions referenced in connection with any Acquisition Proposalthe immediately foregoing sentence. QLogic willUpon execution of this Agreement and prior to the Second Closing, and will use its reasonable best efforts to cause its Representatives tounless the Investor otherwise consents in writing, the Company shall, if applicable, cease immediately cease and cause to be terminated any and all contacts existing discussions or negotiations with any parties other conducted heretofore with respect to an Acquisition Proposal and promptly request that all confidential information with respect thereto furnished on behalf of the Company be returned. (b) Prior to the Initial Closing, the Company shall, as promptly as practicable (and in no event later than Cavium and its Representatives related to one business day after receipt thereof), advise the Investor of any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an potential Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than or any inquiry received by it relating to acknowledge receipt any potential Acquisition Proposal and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression the material terms of interest, offer, any proposal or inquiry, which written notice shallincluding, except to the extent restricted by an agreement existing on the date hereof with such personbut not limited to, include the identity of the third party Person and its Affiliates making the same, the consideration that it may receive in respect of any such expression of interestAcquisition Proposal, offerpotential Acquisition Proposal, proposal or inquiry, or of any information requested from it or of any negotiations or discussions being sought to be initiated with it, shall furnish to the Investor a copy of any such expression of interest, offer, proposal or inquiry, if it is in writing, or a reasonably accurate written summary of the material terms and conditions of any such expression of interest, offer, proposal or inquiry, if it is not in writing. The term “Representatives” , and shall mean, keep the Investor informed on a reasonably prompt basis with respect to any entity, any affiliates of such entity, including, without limitation, developments with respect to the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsforegoing.

Exclusivity. With the exception of the Potential Transaction, during the period beginning on (a) From and after the date hereof and ending at until the earlier Closing or termination of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic this Agreement pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential TransactionArticle IX (Termination), QLogic Seller will not, nor will it authorize or permit any of its Subsidiaries, or its or their respective Representatives (as defined below) willto, directly or indirectly, (i) agree to, solicit, initiate, seek, entertain, encourage, facilitate, support or knowingly encourage induce the making, submission or announcement of any inquiry, expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition concerning the sale or other transfer conveyance of any the Business or, of all or a material portion of the businessPurchased Assets or Seller Licensed Intellectual Property (whether by way of merger, purchase of capital stock, purchase of assets or equity interests of QLogic and its subsidiaries, taken as a whole otherwise) (an “Acquisition Proposal”), ; (ii) hold or participate in any negotiations regardingor discussions or enter into any agreements with any Person concerning, or furnish any person any information or access that would reasonably be expected to the books and records of QLogic or any of its subsidiaries in connection withlead to, an Acquisition Proposal, ; or (iii) release deliver or make available to any third party fromPerson any non-public information with respect to, or waive take any provision ofother action regarding, any confidentialityinquiry, non-solicitation expression of interest, proposal or standstill agreement offer that constitutes, or would reasonably be expected to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any lead to, an Acquisition Proposal. QLogic willSeller shall immediately (x) cease, and will use its reasonable best efforts to shall cause its Representatives toSubsidiaries to immediately cease, immediately cease and cause to be terminated any and all contacts existing activities, discussions or negotiations with parties other than Cavium and its Representatives related any Persons conducted prior to or on the date hereof with respect to any Acquisition Proposal, (y) not amend, terminate, waive or fail to enforce any provisions of any confidentiality agreement with respect to any potential Acquisition Proposal and if QLogic (z) promptly request, in accordance with the terms of any such confidentiality agreement, the return or destruction of any confidential information previously furnished pursuant thereto. If any Representative of Seller or its Subsidiaries takes any action that Seller is obligated pursuant to this Section to cause such Representative not to take, then Seller shall be deemed for all purposes of this Agreement to have breached this Section. (b) Seller shall promptly notify Purchaser in writing after receipt by Seller or any of its Representatives receives an Subsidiaries (or, to the Knowledge of Seller, by any of its or their respective Representatives), of (i) any Acquisition Proposal, (ii) any inquiry, expression of interest, offer, proposal or inquiry relating offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or (iii) any request for non-public information primarily related to the Business or the Purchased Assets or for access to any of the properties, books or records of Seller by any Person other than Purchaser not in the ordinary course of business consistent with past practice or that Seller reasonably believes would be expected to lead to an Acquisition Proposal, neither QLogic nor its Representatives . Such notice shall respond describe (other than to acknowledge receipt 1) the terms and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice conditions of such Acquisition Proposal, inquiry, expression of interest, proposal or offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include and (2) the identity of the third party Person or Group making any such Acquisition Proposal, inquiry, expression of interest, offer, proposal or offer. Seller shall keep Purchaser promptly and fully informed of the status and details of, and any modification to, any such inquiry, a copy of such expression of interest, offerproposal or offer and any correspondence or communications related thereto and shall provide to Purchaser a complete and correct copy of each such inquiry, expression of interest, proposal or inquiryoffer and any amendments, correspondence and communications related thereto, if it is in writing, or a reasonable written summary of the material terms and conditions of such expression of interest, offer, proposal or inquirythereof, if it is not in writing. The term “Representatives” Seller shall mean, provide Purchaser with respect forty-eight (48) hours’ prior notice (or such lesser prior notice as is provided to the members of Seller’s board of directors) of any entity, meeting of Seller’s board of directors at which Seller’s board of directors is reasonably expected to discuss any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsAcquisition Proposal.

Exclusivity. With the exception of the Potential Transaction, during the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any of its Representatives (as defined below) will, directly or indirectly, (i) agree to, solicit, initiate, or knowingly encourage any expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic willThe Company shall immediately cease, and will shall cause its Subsidiaries and shall use its reasonable best efforts to cause its Representatives toto immediately cease, immediately cease and cause to be terminated all contacts any discussions or negotiations with parties any Person (other than Cavium and Parent or its Representatives related Affiliates) that may be ongoing with respect to a SpinCo Proposal, or any Acquisition inquiry, proposal or offer that would reasonably be expected to lead to a SpinCo Proposal, and shall promptly request that each Person that has been provided with any confidential information in connection with any SpinCo Proposal prior to the date of this Agreement promptly return or destroy such information (if QLogic as of the execution of this Agreement not already so requested), including promptly terminating any access by any Person to any physical or electronic data room relating to any SpinCo Proposal. From the date hereof until the earlier to occur of (a) the termination of this Agreement pursuant to Article IX and (b) the Effective Time, the Company shall not, and shall cause its Subsidiaries and shall use reasonable best efforts to cause its Representatives not to: (i) solicit, initiate, knowingly encourage or knowingly facilitate (including by way of furnishing information which has not been previously publicly disseminated) any proposal from or on behalf of a third party relating to any acquisition (whether by merger, purchase of Interests, purchase of assets or otherwise), exclusive license, joint venture, partnership, recapitalization, liquidation, dissolution or other transaction involving any portion of the business or assets of the Company and its Subsidiaries that, individually or in the aggregate, constitutes 10% or more of the net revenues, net income or assets of the SpinCo Business (taken as a whole) (any of the foregoing, a “SpinCo Proposal”), or any inquiry, proposal or offer which would reasonably be expected to lead to a SpinCo Proposal, (ii) engage in any discussions or negotiations regarding, or furnish to any Person any nonpublic information relating to the SpinCo Business, SpinCo Business Assets or SpinCo Entities in connection with, any SpinCo Proposal or any inquiry, proposal, effort or attempt related to or that would reasonably be expected to lead to, a SpinCo Proposal, (iii) adopt, approve or recommend, or publicly propose to adopt, approve or recommend, any SpinCo Proposal or (iv) approve or authorize, or cause or permit the Company or any of its Representatives receives an expression Subsidiaries to enter into, any merger agreement, acquisition agreement, reorganization agreement, letter of interestintent, offermemorandum of understanding, proposal agreement in principle, option agreement, joint venture agreement, partnership agreement or inquiry similar agreement or document relating to, or providing for, any SpinCo Proposal; provided that nothing in this Section 7.10 shall limit the Company’s ability to pursue or engage in any transaction relating to an Acquisition Proposalsubstantially all of the business of the Company and its Subsidiaries, neither QLogic nor its Representatives shall respond taken as a whole (other than as opposed to acknowledge receipt and indicate that QLogic may not further respondsolely the SpinCo Business), so long as such transaction would not prevent or materially impair or materially delay the Company’s ability to comply with its obligations hereunder and QLogic shall promptly provide Cavium with oral under the Separation and written notice of such expression of interest, offer, proposal Distribution Agreement or inquiry, which written notice shall, except to consummate the extent restricted transactions contemplated hereby or by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms Separation and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsDistribution Agreement.

Exclusivity. With PXP may acquire additional Deepwater GOM Assets (including equity interests of a company engaged in a Permitted Business), provided that, within thirty (30) days after the exception closing of such acquisition, PXP offers, by written notice, to sell such assets to the Company for an amount equal to the purchase price of such assets plus PXP’s reasonable transaction costs. The Company shall notify PXP as to whether it will acquire such additional Deepwater GOM Assets within thirty (30) days after receipt of a written offer from PXP. The Company shall take all action necessary or appropriate to seek the vote or consent to approve such offer by the holders of Preferred Stock and, prior to an Initial Public Offering, the holders of Common Shares, each voting separately as a class (except that the holders of Common Shares shall vote together as a single class), and in connection therewith shall provide all such holders with all material information relating to such offer and such assets. PXP agrees, and agrees to cause its Affiliates, to vote or consent all of their respective Common Shares (if such vote or consent is sought prior to an Initial Public Offering and determined by the Company to be necessary) and Preferred Stock entitled to vote or consent to approve such offer in the same proportion as the holders of the Potential TransactionPreferred Stock other than PXP or its Affiliates, during voting separately as a class, not later than three (3) days after the period beginning vote or consent thereon by the holders of the Preferred Stock other than PXP or its Affiliates. The Company shall accept such offer if (and only if) it has obtained: (i) prior to an Initial Public Offering, the Majority Preferred Approval (without any further requirement of approval by the Board of Directors); and (ii) after an Initial Public Offering, the approval of the Board of Directors. If the Company agrees to acquire additional Deepwater GOM Assets prior to an Initial Public Offering under this Section 2.02(c), then each of the holders of Common Stock, Class A Common Stock and Class B Common Stock (the “Common Stockholders”) and Preferred Stockholders shall contribute their proportionate share (determined on an as-converted basis) of any capital necessary to fund such acquisition through the purchase from the Company of additional shares of Class A Common Stock at a price of $20.00 per share; provided, however, that if any holder of Common Stock, Class A Common Stock or Class B Common Stock fails to purchase such additional shares of Class A Common Stock, then PXP shall acquire such additional shares of Class A Common Stock. If the foregoing applicable approval is obtained, then the Company shall (and PXP shall cause the Company to) take all action necessary or appropriate to accept such offer within thirty (30) days after receipt of the written offer from PXP. Notwithstanding the foregoing, the restrictions and requirements in this section shall not apply (1) from and after the tenth anniversary of the Closing Date, (2) to opportunities not accepted by the Company in writing within thirty (30) days after receipt of a written offer from PXP, (3) from and after the time that PXP owns less than 50% of all the outstanding Common Stock on a Fully Diluted Basis, (4) to PXP’s investment in McMoRan Exploration Company or to any passive investments of PXP in which it holds not more than 10% of any outstanding class of capital stock (not involving board of directors representation) of a publicly held company that owns Deepwater GOM Assets, (5) to PXP’s acquisition of all of the stock or all the assets of any person that owns, among other things, Deepwater GOM Assets, as long as the fair market value of such person’s Deepwater GOM Assets constitute less than 25% of the aggregate fair market value of the total assets being acquired by PXP pursuant to this clause (5) or (6) to additional Deepwater GOM Assets acquired by PXP after the date hereof and ending at which are subject to any area of mutual interest, buy-back, preferential or similar pre-emptive right to purchase in favor of third parties under the earlier terms of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium Applicable Contracts; provided that PXP shall offer to QLogic the Company pursuant to this Section 4 2.02(c) any additional Deepwater GOM Assets for which such third parties have failed to exercise their area of mutual interest, buy-back, preferential or similar pre-emptive rights to purchase and the time periods under this Section 2.02(c) shall be extended by the number of days such rights of third parties remain open. Within three days after any acquisition of Deepwater GOM Assets by PXP pursuant to clause (6) of the NDA that Cavium has determined not to proceed with preceding sentence, PXP shall notify the Potential Transaction, QLogic nor any Company (including the Preferred Nominee) and the Investors of its Representatives (as defined below) will, directly or indirectly, (i) agree to, solicit, initiate, or knowingly encourage any expression such acquisition and the time periods for the exercise of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any such third party fromrights; provided, or waive any provision ofhowever, any confidentiality, non-solicitation or standstill agreement that PXP shall not be required to which QLogic or any of its direct or indirect subsidiaries notify the Investors if it is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond contractually prohibited from providing such notification (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except but only to the extent restricted by of such prohibition). Notwithstanding the foregoing, in the event PXP acquires leases that constitute Deepwater GOM Assets (“Deepwater Lease Assets”) and offers such Deepwater Lease Assets to the Company in accordance with the first sentence of this Section 2.02(c), then to the extent the Company has available funds available under the Approved Budget for the purchase of Deepwater Lease Assets (up to an agreement existing on aggregate of $40 million), the date hereof with Company shall be required to purchase such personassets from PXP (and shall not be required to obtain Majority Preferred Approval for such purchase). The Company shall purchase such assets from PXP for an amount equal to the purchase price of such assets plus PXP’s reasonable transaction costs (without the requirement for the Common Stockholders, include PXP or the identity Preferred Stockholders to contribute their proportionate share of the third party making such expression of interest, offer, proposal or inquiry, a copy purchase price of such expression of interestDeepwater Lease Assets). If the Company accepts an offer from PXP to purchase certain assets pursuant to this Section 2.02(c) (including Deepwater Lease Assets), offerthen PXP and the Company will enter into an asset purchase agreement with customary terms that are reasonably acceptable to each party; provided, proposal however, it shall not be reasonable for the Company to refuse to execute an asset purchase agreement that contains identical or inquiry, if in writing, or a summary of less burdensome terms than the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, by which PXP acquired the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsapplicable assets.

Exclusivity. With the exception In consideration of the Potential Transactiontime, during effort, expense, and other resources the period beginning on Purchasers have expended and anticipate expending to consummate the date hereof transactions contemplated hereby, the Purchasers and ending at the Company agree as follows: (i) Until the earlier of (x) 11:59pm Pacific Time on June 23the Closing Date or the termination of this Agreement in accordance with its terms, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of neither the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic Company nor any of its Representatives Affiliates, nor any of their respective officers, directors, employees, representatives, or agents (as defined belowcollectively, the "Company Parties") will, directly without the prior written consent of the Purchasers, solicit, initiate or indirectlyencourage any other proposal or offer from, or otherwise enter into any other agreements or arrangements (other than this Agreement) with, any other Person (other than the Purchasers), relating to any Alternative Transaction Proposal; provided, however, that nothing contained in this paragraph 4G(i) shall prohibit the Board, prior to stockholder approval of the transactions contemplated hereby to the extent required ("Stockholder Approval"), from furnishing information to, or engaging in discussions or negotiations with, any Person that makes an unsolicited bona fide written Alternative Transaction Proposal (which did not otherwise result from a breach of this paragraph 4G) if (A) the Board determines in good faith, after consultation with and advice from independent outside legal counsel, that such action is necessary for the Board to comply with its fiduciary duties under applicable law, (B) the Alternative Transaction Proposal would reasonably be expected to constitute a Superior Proposal and (C) prior to furnishing such information to, or engaging in discussions or negotiations with, such Person, the Company receives from such Person an executed confidentiality agreement (which agreement shall be provided to the Purchasers for information purposes) in form and substance reasonably satisfactory to the Special Committee (which shall be no less favorable to the Company than the confidentiality agreement executed by prospective investors in the Company in connection with the transactions contemplated hereby. (ii) As long as the agreements in this paragraph 4G are in effect, the Company will notify the Purchasers as promptly as practicable after any Company Party learns that any Person has made any proposal, offer, inquiry or contact with respect to an Alternative Transaction Proposal (including the identity of such Person and the terms of such proposal). The Company represents and warrants to the Purchasers that no Company Party has entered into any executory agreement which has not yet terminated or accepted any commitment with respect to an Alternative Transaction Proposal and the Company will keep the Purchasers fully informed of the status and details (including amendments and proposed amendments) of any such request, Alternative Transaction Proposal or inquiry. The Company further represents and warrants that no Company Party has entered into any executory agreement which has not yet terminated or accepted any commitment with respect to an Alternative Transaction. Prior to taking any of the actions referred to in paragraph 4G(i), the Board shall promptly (but in any event within twelve hours) notify the Purchasers orally and in writing of any action it proposes to take with respect to such Alternative Transaction Proposal. After taking any such action, the Board shall promptly advise the Purchasers orally and in writing of the status of such action as developments arise or as requested by the Purchasers. Without limiting the foregoing, at least two business days (the "Two Day Period") prior to taking any of the actions referred to in paragraph 4G(i), the Board shall notify the Purchasers of any such action it proposes to take and, during the Two Day Period, the Board shall negotiate in good faith with the Purchasers with respect to any revised proposal to acquire the Company's securities that the Purchasers may make prior to or during the Two Day Period. (iii) Until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, if the Board is entitled to furnish information to, or engage in discussions or negotiations with, any Person on the terms contemplated in paragraph 4G(i), the Board may, prior to Stockholder Approval, (i) agree towithdraw, solicit, initiatemodify or change, or knowingly encourage propose to withdraw, modify or change, in a manner adverse to the Purchasers, its approval and favorable recommendation of this transactions subject to Stockholder Approval, (ii) approve or recommend, or propose to approve or recommend, any expression Alternative Transaction Proposal or (iii) cause the Company to enter into any letter of interestintent, offeragreement in principle, proposal acquisition agreement or inquiry other agreement with respect to an Alternative Transaction Proposal; provided however, that the Board may only take the actions described in clauses (i)-(iii) if (A) such Alternative Transaction Proposal constitutes a Superior Proposal, (B) the Board shall have determined in good faith, after consultation with and advice from independent outside legal counsel, that such action is necessary for the Board to comply with its fiduciary duties under applicable law, (C) the Company has fully complied with paragraph 4G(i) above, and (D) neither the Company nor any party relating of its representatives is in violation of its obligations pursuant to paragraph 4G(i). (iv) Nothing contained in this Agreement shall prevent the Board from taking, and disclosing to the Company's stockholders, a position contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act with regard to any potential acquisitiontender offer; provided, salehowever, merger that neither the Company nor the Board shall, except as permitted by paragraph 4G(iii) propose to approve or consolidationrecommend any Alternative Transaction Proposal. Without limiting the foregoing, it is understood and agreed that any violation of the restrictions set forth in the preceding sentence by any representative of the Company, whether or tender offer or exchange offer with respect to, QLogic not acting on behalf of the Company or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic Subsidiaries or any of its subsidiaries in connection withtheir Affiliates, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause shall be deemed to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any a breach of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respondparagraph 4G(iv), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents.

Exclusivity. With (a) During the exception of Pre-Closing Period, the Potential TransactionCompany shall not, during and the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any Company shall require each of its Representatives (as defined below) willofficers, directors, employees, representatives and agents not to, directly or indirectly, through any officer, director, employee, Affiliate, agent or representative or otherwise, (i) agree toinitiate, solicit, initiate, or knowingly encourage or otherwise knowingly facilitate any expression of interestinquiry, offerproposal, proposal offer or inquiry from discussion with any party relating to (other than the Buyer or its representatives) concerning any potential acquisition, saleequity or debt financing, merger or joint venture, merger, reorganization, consolidation, recapitalization, business combination, liquidation, dissolution, share exchange, sale of stock (other than in connection with the conversion of Preferred Stock or tender offer the exercise of Options), sale or exchange offer with respect to, QLogic license of material assets or similar business transaction involving the Company or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole Subsidiary (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information concerning the business, properties or access to assets of the books and records of QLogic Company or any of its subsidiaries Subsidiary or the Company Shares to any party in connection with, or to facilitate or induce the making of, an Acquisition Proposal, Proposal (other than the Buyer or its representatives) or (iii) release engage in negotiations or enter into any third agreement with any party from, (other than the Buyer or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with representatives) concerning any Acquisition Proposal. QLogic willNotwithstanding anything to the contrary in this Section 5.7, if, prior to the date the Company obtains the Requisite Stockholder Approval, the Company receives an unsolicited, bona fide written Acquisition Proposal from a third party that its Board of Directors, after consultation with the Company’s financial advisor and will use its reasonable best efforts outside counsel, has in good faith concluded is, or is reasonably likely to cause its Representatives lead to, immediately cease and cause a Superior Offer, the Company may (A) furnish nonpublic information to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression Acquisition Proposal and (B) engage in negotiations with the third party with respect to the Acquisition Proposal to the extent the Company’s Board of interest, offerDirectors determines in good faith that the failure to do so would be inconsistent with its obligations under applicable Law. (b) The Company shall immediately notify any party with which discussions or negotiations of the nature described in Section 5.7(a) were pending that the Company is terminating such discussions or negotiations. If the Company receives any inquiry, proposal or inquiryoffer of the nature described in paragraph (a) above, a copy the Company shall, within one (1) Business Day after such receipt, notify the Buyer of such expression of interest, offerinquiry, proposal or inquiryoffer, if in writing, or a summary including the identity of the material other party and the terms and conditions of such expression of interest, offerinquiry, proposal or inquiryoffer; provided, that if such disclosure would be prohibited by the terms of any non-disclosure agreement in effect before the date hereof, the Company shall give the Buyer the choice of whether or not to receive such disclosure and, if not in writing. The term “Representatives” shall meanthe Buyer elects to receive such disclosure, with respect to any entity, any affiliates the resulting breach of such entity, including, without limitation, the direct and indirect subsidiaries non- disclosure agreement shall not constitute a breach of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) this Agreement or agentsan indemnifiable claim under Article VII.

Exclusivity. With Probity, on behalf of itself and each of its officers, directors and employees, and the exception Stockholders, covenant and agree that, until such time as this Agreement has been terminated in accordance with Section 6.1, it and each of them shall forebear directly or indirectly negotiating, soliciting or accepting any offer with any other Person to purchase, acquire, option, or merge or combine with, as applicable, Probity, any of the Potential TransactionProbity Stock, during or the period beginning on Probity Business, or any interest in any of the foregoing. Without limiting the generality of the foregoing: (a) From and after the date hereof and ending at until the earlier Effective Time or termination of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic this Agreement pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction6.1, QLogic Probity shall not, nor will it authorize or permit any of its Representatives (as defined below) willofficers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them to, directly or indirectly, (i) agree to, solicit, initiate, encourage or knowingly encourage any expression of interestinduce the making, offer, proposal submission or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer announcement of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken Acquisition Proposal (as a whole (an “Acquisition Proposal”hereinafter defined), (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, or access take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, (iii) engage in discussions with any person with respect to any Acquisition Proposal, except as to the books existence of these provisions, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Acquisition Transaction. Probity shall immediately cease any and records all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of QLogic the restrictions set forth in the preceding two sentences by any officer, director or employee of Probity or any of its subsidiaries in connection withor any investment banker, an Acquisition Proposal, attorney or (iii) release any third party from, other advisor or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic representative of Probity or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause shall be deemed to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any a breach of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents.this Section 7.10

Exclusivity. With During the exception Pre-Closing Period, none of the Potential TransactionSeller Parties shall (and Seller Parties shall cause their respective Affiliates, during the period beginning on the date hereof officers, directors, managers, employees, attorneys, accountants, consultants, financial advisors, and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined other agents not to proceed with the Potential Transaction, QLogic nor any of its Representatives (as defined below) willto), directly or indirectly, : (ia) agree to, solicit, initiateinitiate or encourage (including by way of furnishing any information relating to Seller or the Business), or knowingly encourage induce or take any expression of interestother action which could reasonably be expected to lead to the making, offersubmission or announcement of, any proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidationthat constitutes, or tender offer or exchange offer with respect could reasonably be likely to lead to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal; (b) other than informing Persons of the provisions contained in this Section 6.4, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or otherwise take any action to facilitate or induce any effort or attempt to make or implement an Acquisition Proposal; (c) approve, endorse, recommend or enter into any Acquisition Proposal or any letter of intent, memorandum of understanding or Contract contemplating an Acquisition Proposal or requiring any Seller Party to abandon or terminate its obligations under this Agreement; or (iiid) agree, resolve or commit to do any of the foregoing. Seller Parties agree to notify Buyer immediately if any Person makes any proposal, offer, inquiry or contact with respect to an Acquisition Proposal and, to the extent permitted by non-disclosure agreements entered into prior to the date hereof, provide Buyer with a description of the material terms and conditions thereof, including the identity of such Person. Seller Parties shall immediately cease and cause to be terminated any discussions with any Person (other than Buyer) concerning any proposal relating to an Acquisition Proposal. With respect to the Persons with whom discussions or negotiations have been terminated, Seller Parties shall use their respective commercially reasonable efforts to obtain the return or destruction of, in accordance with the terms of any applicable confidentiality agreement, any confidential information previously furnished to any such Person by any Seller Party or any of their respective officers, directors, managers, employees, attorneys, accountants, consultants, financial advisors or other agents. Seller Parties release any third party Person from, or waive any provision of, any confidentiality, non-solicitation confidentiality or standstill agreement to which QLogic or any of its direct or indirect subsidiaries Seller Party is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, includingparty, without limitation, the direct and indirect subsidiaries prior written consent of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsBuyer.

Exclusivity. With the exception of the Potential TransactionGA Inc., during the period beginning on GBOS Inc. and each Seller agree that between the date hereof of this Agreement and ending at the earlier of (x) 11:59pm Pacific Time on June 23the Closing and the termination of this Agreement in accordance with Article VII, 2016GA Inc., GBOS Inc., and each Seller shall not, and shall take all action necessary to ensure that none of Group Companies or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any of its their respective Affiliates and Representatives (as defined below) willshall, directly or indirectly, indirectly (ia) agree to, solicit, initiate, consider, encourage or knowingly encourage accept any expression of interest, offer, proposal or inquiry from offer than constitutes an Acquisition Proposal or (b) participate in any party relating discussions, conversations, negotiations or other communications regarding, or furnish to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer other Person any information with respect to, QLogic or otherwise cooperate in any of its subsidiariesway, assist or participate in, facilitate or encourage the submission of, any proposal that constitutes, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access could reasonably be expected to the books and records of QLogic or any of its subsidiaries in connection withlead to, an Acquisition Proposal. Each of GA Inc., GBOS Inc. and each Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. GA Inc., GBOS Inc., and each Seller shall notify Parent promptly, but in any event within 24 hours, in writing if any such Acquisition Proposal, or (iii) any inquiry or other contact with any Person with respect thereto, is made. Any such notice to Parent shall indicate in reasonable detail the identity of the Person making such Acquisition Proposal, inquiry or other contact and the material terms and conditions of such Acquisition Proposal, inquiry or other contact. None of GA Inc., GBOS Inc., or any Seller shall, and each such Person shall cause its Subsidiaries not to, release any third party Person from, or waive any provision of, any confidentiality, non-solicitation confidentiality or standstill agreement to which QLogic any Group Company is a party, without the prior written consent of Parent. For purposes of this Agreement, “Acquisition Proposal” means any offer or proposal for, or any indication of its interest in, any of the following (other than the transactions contemplated by this Agreement): (i) any direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated acquisition or purchase of all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any portion of its Representatives receives an expression the capital stock or other equity or ownership interest of interest, offer, proposal any Group Company or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond material assets of any Group Company (other than assets to acknowledge receipt and indicate that QLogic may not further respondbe sold in the ordinary course of business consistent with past practice), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest(ii) any merger, offer, proposal consolidation or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect other business combination relating to any entityGroup Company or (iii) any recapitalization, reorganization or any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) other extraordinary business transaction involving or agentsotherwise relating to any Group Company.

Exclusivity. With the exception of the Potential TransactionMercury shall immediately cease, during the period beginning on and shall cause its Subsidiaries to immediately cease, and shall direct and use reasonable best efforts to cause its Representatives, to immediately cease, any discussions or negotiations with any Person (other than Gold or its Affiliates) that may be ongoing with respect to a SpinCo Proposal and shall request to have returned or destroyed reasonably promptly any confidential information that has been provided in any such discussions or negotiations. From the date hereof and ending at until the earlier to occur of (xa) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic termination of this Agreement pursuant to Section 4 of Article IX and (b) the NDA that Cavium has determined not to proceed with the Potential TransactionClosing, QLogic nor any of its Representatives (as defined below) will, directly or indirectly, (i) agree to, solicit, initiate, or knowingly encourage any expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic willMercury shall not, and will shall cause its Subsidiaries and shall direct and use its reasonable best efforts to cause its Representatives not to, immediately cease and cause directly or indirectly: (i) solicit, initiate, knowingly encourage or knowingly facilitate (including by way of furnishing information which has not been previously publicly disseminated) any proposal from a third party relating to be terminated all contacts the acquisition (whether by merger, purchase of stock, purchase of assets or negotiations with parties otherwise), exclusive license, recapitalization, liquidation, dissolution or other than Cavium transaction involving any portion of the business or assets of Mercury and its Representatives related Subsidiaries that, individually or in the aggregate, constitutes 20% or more of the net revenues, net income or assets of the SpinCo Business (taken as a whole) (any of the foregoing, a “SpinCo Proposal”) or any inquiry, offer or proposal that would reasonably be expected to lead to a SpinCo Proposal, (ii) engage in any discussions or negotiations, or furnish to any Acquisition Person any non-public information relating to the SpinCo Business, SpinCo Assets or the SpinCo Group in connection with any SpinCo Proposal or any inquiry, offer or proposal related to, or that would reasonably expected to lead to, a SpinCo Proposal, and if QLogic (iii) adopt, approve or recommend, or publicly propose to adopt, approve or recommend, any SpinCo Proposal or (iv) approve or authorize, or cause or permit Mercury or any of its Representatives receives an expression Subsidiaries to enter into, any merger agreement, acquisition agreement, reorganization agreement, joint venture agreement, partnership agreement, letter of interestintent, offermemorandum of understanding, proposal agreement in principle or inquiry similar agreement or document relating to, or providing for, any SpinCo Proposal; provided, that nothing in this Section 7.10 shall limit Mercury’s ability to pursue or engage in any transaction relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond substantially all of the business of Mercury (other than as opposed to acknowledge receipt and indicate that QLogic may not further respondsolely the SpinCo Business), so long as such transaction would not prevent or materially impair or materially delay ▇▇▇▇▇▇▇’s ability to comply with its obligations hereunder and QLogic shall promptly provide Cavium with oral under the Separation Agreement and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writingother Transaction Documents, or a summary of to consummate the material terms and conditions of such expression of interest, offer, proposal transactions contemplated hereby or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsthereby.

Exclusivity. With From and after the exception execution date of the Potential Transaction, during the period beginning on the date hereof this Agreement and ending at until the earlier of the Closing Date or the termination of this Agreement: (xa) 11:59pm Pacific Time on June 23the Company, 2016each of its Subsidiaries, and each of their respective Affiliates, employees, directors, officers, investment bankers and other representatives and agents (the “Agents”) shall immediately cease and cause to be terminated any discussions or negotiations with any Persons initiated prior to the execution of this Agreement with respect to any Acquisition Proposal and shall, within seven (y7) notification by Cavium to QLogic pursuant to Section 4 days from the execution date of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor this Agreement request (or if any of them has contractual rights to do so, demand) the return of all documents, analyses, financial statements, projections and other data and information previously furnished to others in connection with any potential Acquisition Proposal; and (b) the Company, and its Representatives (as defined below) willAgents shall not, directly or indirectly, (i) agree totake any action to facilitate the making of, solicit, initiateencourage, induce, or knowingly encourage initiate any expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iiiii) enter into any agreement with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal or any agreement relating to an Acquisition Proposal; or release any third party Person from, or waive any provision provisions of, or fail to enforce any confidentiality, non-solicitation confidentiality agreement or standstill agreement to which QLogic the Company is a party. For purposes of this Section, “Acquisition Proposal” shall mean any inquiry, offer or proposal (other than an inquiry, offer or proposal from Parent or Transitory Subsidiary) that could reasonably be expected to lead to an Acquisition Transaction, and “Acquisition Transaction” shall mean any merger, consolidation or other business combination involving the Company or any of its direct Subsidiaries or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic willsale, and will use its reasonable best efforts to cause its Representatives tolease, immediately cease and cause to be terminated all contacts exchange, transfer or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposaldisposition of the capital stock (or other equity securities), and if QLogic assets or business of the Company, or any of its Representatives receives an expression of interestSubsidiaries, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted as contemplated by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsthis Agreement.

Exclusivity. With the exception of the Potential Transaction, during (a) During the period beginning on from the date hereof and ending at of this Agreement to the earlier of (x) 11:59pm Pacific Time on June 23the Closing Date and the termination of this Agreement in accordance with Article 10, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 none of the NDA that Cavium has determined not to proceed with the Potential TransactionBuyer, QLogic Merger Sub I or Merger Sub II LLC shall take, nor shall they permit any of its their respective Affiliates or Representatives (as defined below) willto take, whether directly or indirectly, (i) agree to, any action to solicit, initiate, continue or knowingly encourage any expression of interest, offer, proposal engage in discussions or inquiry from any party relating to any potential acquisition, sale, merger or consolidationnegotiations with, or tender offer enter into any agreement with, or exchange offer encourage, respond, provide information to or commence or continue due diligence with respect to, QLogic any Person concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of its subsidiariesinterest, written or oral relating to any acquisition or Business Combination (a “Business Combination Proposal”) other transfer of any material portion than with the Company, the Seller and their respective Affiliates and Representatives. Each of the businessBuyer, assets or equity interests of QLogic Merger Sub I and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic willMerger Sub II LLC shall, and will use its reasonable best efforts to each shall cause its respective Affiliates and Representatives to, immediately cease any and cause to be terminated all contacts existing discussions or negotiations with parties other than Cavium and its Representatives related any Person conducted prior to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal. During the period from the date of this Agreement to the earlier of the Closing Date and the termination of this Agreement in accordance with Article 10, if the Buyer, Merger Sub I, Merger Sub II LLC or any of their respective Affiliates or any of their respective Representatives receives any inquiry or proposal with respect to a Business Combination Proposal, then the Buyer, Merger Sub I and Merger Sub II LLC shall promptly (and in no event later than 24 hours after the Buyer, Merger Sub I or Merger Sub II LLC becomes aware of such person, include inquiry or proposal) advise the Seller’s Representative orally and in writing of such inquiry or proposal (including the identity of the third party Person making such expression inquiry or submitting such proposal, and the terms thereof) and shall not respond to any such inquiry or proposal. (b) During the period from the date of this Agreement to the earlier of the Closing Date and the termination of this Agreement in accordance with Article 10, neither the Seller nor the Company shall take, nor shall they permit any of their respective Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to, any Person concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, offerwritten or oral relating to the sale of the equity interests of the Company or all or substantially all the assets of the Company and the Company Subsidiaries (a “Company Acquisition Proposal”) other than with the Buyer and its Affiliates and Representatives. Each of the Seller and the Company shall, proposal and each shall cause its respective Affiliates and Representatives to, immediately cease any and all existing discussions or inquirynegotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a copy Company Acquisition Proposal. During the period from the date of such expression this Agreement to the earlier of interest, offer, proposal or inquirythe Closing Date and the termination of this Agreement in accordance with Article 10, if in writingthe Seller, the Company or a summary any of the material terms and conditions their respective Affiliates or any of such expression of interest, offer, their respective Representatives receives any inquiry or proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entitya Company Acquisition Proposal, any affiliates then the Company shall promptly (and in no event later than 24 hours after the Seller or the Company becomes aware of such entityinquiry or proposal) advise the Buyer orally and in writing of such inquiry or proposal (including the identity of the Person making such inquiry or submitting such proposal, includingand the terms thereof) and shall not respond to any such inquiry or proposal (except to advise such Person that a prospective purchaser has been granted an exclusive right to negotiate concerning an acquisition of the Company, without limitationidentifying the Buyer or its Affiliates). The Company represents and warrants to Buyer that the Company, the direct Company Subsidiaries and indirect subsidiaries their respective Affiliates are not party to or bound by any agreement relating to the sale of such entity, the equity interests of the Company or all or substantially all the assets of the Company and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsthe Company Subsidiaries other than non-disclosure agreements entered into prior to the date of this Agreement with other prospective third parties.

Exclusivity. With the exception of the Potential Transaction(a) Except as provided in Section 4.7(b), during the period beginning on 4.7(c) or 6.1(f), from the date hereof and ending at of this Agreement until the earlier of (x) 11:59pm Pacific Time on June 23termination of this Agreement or the Effective Time, 2016the Company shall not and shall not authorize or permit its officers, directors, employees, investment bankers, attorneys, accountants or (y) notification by Cavium other agents to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any of its Representatives (as defined below) will, directly or indirectly, indirectly (i) agree toinitiate, solicit, initiatesolicit or knowingly encourage, or knowingly encourage take any expression of interestaction to facilitate the making of, offer, any offer or proposal which constitutes or inquiry from any party relating is reasonably likely to lead to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Company Acquisition Proposal”), (ii) participate in enter into any negotiations regarding, or furnish agreement with respect to any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Company Acquisition Proposal, or (iii) release engage in negotiations or discussions with, or provide any third party information or data to, any person (other than Buyer) relating to any Company Acquisition Proposal. (b) Notwithstanding the foregoing, prior to obtaining the Requisite Stockholder Approval, Company may (i) furnish information concerning its business, properties or assets to any person pursuant to a confidentiality agreement with terms no less favorable to Company than those contained in the Confidentiality Agreement and (ii) negotiate and participate in discussions and negotiations with such person concerning a Company Acquisition Proposal if the Company Board of Directors determines in good faith by resolution duly adopted, after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, that such Company Acquisition Proposal constitutes or would reasonably be expected to lead to a Company Superior Proposal, but only if such Company Acquisition Proposal did not result from a breach of Section 4.7(a). (c) The Company shall promptly (and in any case within 48 hours) (i) notify Buyer of any Company Superior Proposal, which notice shall include a copy of such Company Superior Proposal, (ii) notify Buyer upon receipt of any inquiries, proposals or offers received by, any request for information from, or waive any provision of, any confidentiality, non-solicitation discussions or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause negotiations sought to be terminated all contacts initiated or negotiations with parties continued with, Company or its representatives concerning a Company Acquisition Proposal or that could reasonably be expected to lead to a Company Acquisition Proposal and disclose the identity of the other than Cavium party and its Representatives related to any Acquisition Proposal, and if QLogic or any the material terms of its Representatives receives an expression of interestsuch inquiry, offer, proposal or inquiry relating to an Acquisition Proposalrequest and, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond)in the case of written materials, and QLogic shall promptly provide Cavium with oral and written notice copies of such expression materials and (iii) provide Buyer with copies of interestall written materials provided by Company to such party. Company will keep Buyer informed on a reasonably prompt basis (and, in any case, within 48 hours of any significant development) of the status and details (including amendments and proposed amendments) of any such Company Superior Proposal or other inquiry, offer, proposal or inquiryrequest. Company shall promptly, which written notice shallfollowing a determination by the Company Board of Directors that a Company Acquisition Proposal is a Company Superior Proposal, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy notify Buyer of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsdetermination.

Exclusivity. With the exception of the Potential Transaction, during the period beginning on (a) Between the date hereof of this Agreement and ending at the earlier of (x) 11:59pm Pacific Time on June 23the Closing and the termination of this Agreement in accordance with Article VII, 2016Parent shall not, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined and shall cause its Subsidiaries and Representatives not to proceed with the Potential Transaction, QLogic nor any of its Representatives (as defined below) willto, directly or indirectly, indirectly take any action to (i) agree to, solicit, initiate, knowingly facilitate or knowingly encourage any expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate enter into, continue or otherwise engage in discussions or negotiations with any negotiations regarding, or furnish third party with respect to any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release provide information to any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with an Acquisition Proposal or (iv) enter into any agreement in principle, letter of intent, memorandum of understanding, merger agreement or any other business combination agreement with respect to any Acquisition Proposal. QLogic will. (b) Parent shall promptly, and will use its reasonable best efforts in any event within one (1) Business Day of the date of this Agreement: (i) terminate access of any third party to cause its Representatives to, immediately any data room (virtual or actual) containing any confidential information with respect to the Business; (ii) cease and cause to be terminated terminated, and shall cause its Subsidiaries and Representatives to cease and cause to be terminated, all contacts existing activities, discussions, negotiations and communications, if any, (x) with any third party with respect to, or negotiations which would reasonably be expected to lead to, any Acquisition Proposal or (y) in connection with parties other than Cavium and its Representatives related a potential initial public offering of the Business; and (iii) request the return or destruction of any confidential information provided to any third party in connection with an Acquisition Proposal (subject in each case to the terms of any applicable confidentiality agreement). (c) Promptly upon receipt of an unsolicited Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives Parent shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquirynotify Buyer, which notice shall include a written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression proposal and the identity of interest, offer, proposal or inquiry, if not in writingthe party that submitted such proposal. The term “Representatives” shall mean, Parent may respond to any unsolicited Acquisition Proposal only by indicating that Parent has entered into a binding definitive agreement with respect to the Acquisition and is unable to provide any entity, information related to Parent or any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) Subsidiaries or agentsentertain any proposals or offers or engage in any discussions or negotiations with respect to an Acquisition Proposal.

Exclusivity. With As an inducement to First Reserve to continue to pursue the exception Transaction and the signing of a definitive merger agreement, the Potential Transaction, during Company agrees to work in good faith to negotiate the Transaction with First Reserve on an exclusive basis for the period beginning commencing on the date hereof and ending at 11:59 p.m. (New York City time) on November 18, 2020 (or such later date as the earlier of (x) 11:59pm Pacific Time on June 23, 2016parties hereto may mutually agree in writing, or (y) notification by Cavium to QLogic pursuant to Section 4 as may be extended in accordance with this Section, the “Exclusivity Period”). In the event that at the end of the NDA that Cavium has determined not Exclusivity Period the parties continue to proceed with the Potential negotiate in good faith towards a Transaction, QLogic nor any the Exclusivity Period shall be automatically extended to 11:59 p.m. (New York City time) on November 25, 2020. Upon the execution of this letter agreement, the Company shall, and shall cause its Representatives (as defined below) will, directly or indirectly, (i) agree subsidiaries to, solicit, initiate, or knowingly encourage any expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole shall instruct (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause cause) its Representatives and its subsidiaries’ officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representative”) to, immediately cease and cause to be terminated all contacts any discussions or negotiations with parties any person that may be ongoing with respect to an Acquisition Proposal and shall immediately terminate all physical and electronic dataroom access previously granted to any such person, its subsidiaries or Representatives. During the Exclusivity Period, the Company agrees that neither it nor any of its subsidiaries, nor any of the officers or directors of it or any of its subsidiaries, shall, and shall not authorize their other than Cavium Representatives to, and shall direct and use reasonable best efforts to cause them not to (i) solicit, initiate, knowingly encourage or knowingly facilitate (including by providing any information) any inquiries or the submission of any proposal or offer that constitutes or could reasonably be expected to lead to, an Acquisition Proposal, (ii) engage in, continue or otherwise participate in discussions or negotiations regarding, or furnish to any person any non-public information concerning the Company or any of its Representatives related subsidiaries to any person relating to or that could reasonably be expected to lead to any Acquisition Proposal except to notify such person that the Company is not permitted to respond to any Acquisition Proposal during the Exclusivity Period or (iii) recommend, enter into or execute any contract, letter of intent, acquisition agreement, agreement in principle, memorandum of understanding or similar agreement with respect to any Acquisition Proposal. For the avoidance of doubt, First Reserve and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating the Company hereby agree that they will have no obligation to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (continue negotiations with each other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates the Transaction following expiration of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsExclusivity Period.

Exclusivity. With the exception of the Potential Transaction, during the period beginning on (a) From the date hereof of this Agreement through the Closing Date (or earlier if this Agreement is terminated by its terms prior to such date), Ronson will not, and ending at will cause its officers, directors, employees, representatives and Affiliates not to: (a) solicit, initiate or encourage the earlier submission of (x) 11:59pm Pacific Time on June 23, 2016any Acquisition Proposal from any Person, or (yb) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed participate in any discussions or negotiations regarding, furnish any information with the Potential Transaction, QLogic nor any of its Representatives (as defined below) will, directly or indirectly, (i) agree respect to, solicit, initiate, encourage, assist or participate in, or knowingly encourage facilitate in any expression of interest, offer, proposal other manner any effort or inquiry from any party relating attempt by and Person to any potential acquisition, sale, merger do or consolidation, or tender offer or exchange offer with respect to, QLogic or seek any of its subsidiariesthe foregoing. (b) Notwithstanding anything to the contrary contained in this Agreement, or if at any acquisition or other transfer time following the date of any material portion of the business, assets or equity interests of QLogic this Agreement and its subsidiaries, taken as prior to Closing: (i) Ronson has received a whole (an “Acquisition Proposal”), bona fide written proposal from a third party; (ii) participate the Board determines in any negotiations regardinggood faith, or furnish any person any information or access to the books after consultation with its financial advisors and records of QLogic or any of its subsidiaries in connection withcounsel, an Acquisition that such proposal constitutes a Superior Proposal, or ; and (iii) release any third party fromsuch action is necessary to comply with its fiduciary duties to the shareholders of Ronson under applicable Legal Requirements, or waive any provision of, any confidentiality, non-solicitation or standstill agreement then Ronson may (x) furnish information with respect to which QLogic or any of its direct or indirect subsidiaries is a party the Selling Companies to the Person making such proposal; and (y) participate in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts discussions or negotiations with parties other than Cavium and its Representatives related such Person regarding such proposal; provided that Ronson shall have notified the Purchasers in writing (which may be by electronic mail) at least twenty-four (24) hours prior to any Acquisition determination concerning a proposal pursuant to this Section 7.10(b). (c) Notwithstanding anything to the contrary in this Agreement, if Ronson receives a proposal which constitutes a Superior Proposal, and if QLogic or the Board may, at any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except time prior to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiryClosing, if the Board determines in writinggood faith, or after consultation with counsel, that such action is necessary to comply with its fiduciary duties to the shareholders of Ronson under applicable Legal Requirements, terminate this Agreement to pursue a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, definitive agreement with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsSuperior Proposal.

Exclusivity. With Between the exception of the Potential Transaction, during the period beginning on the date hereof Effective Date and ending at the earlier of Closing or termination of this Agreement, the Chex Entities and their respective Affiliates will not (xand shall cause their respective agents, employees and Affiliates not to), directly or indirectly: (i) 11:59pm Pacific Time on June 23, 2016sell or agree to sell, or (y) notification by Cavium solicit any proposal from, or initiate or engage in discussions or negotiations with, any Person or group of Persons other than Game Financial and its Affiliates and representatives, concerning any proposal to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any of its Representatives (as defined below) willacquire, directly or indirectly, (i) agree to, solicit, initiate, and through an asset or knowingly encourage any expression of interest, offer, proposal or inquiry from any party relating to any potential stock acquisition, sale, merger or consolidationother structure, or tender offer or exchange offer with respect tothe Business, QLogic or any of its subsidiariesthe Assets, or any portion thereof; (ii) provide confidential information concerning the Business or the Assets to any such person or group for use in the evaluation of a potential acquisition of all or other transfer of any a material portion of the business, assets Assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, Business; or (iii) release otherwise cooperate in any third party fromway with, assist, participate in, facilitate or waive any provision ofencourage, any confidentiality, non-solicitation effort or standstill agreement attempt by any other Person to which QLogic do or seek any of the foregoing; provided, however, that the board of directors of FastFunds may, to the extent it determines in good faith (after consultation with outside legal counsel) that the failure to take any of the foregoing prohibited actions could create a reasonable possibility of a breach of its direct fiduciary duties to the stockholders of FastFunds under applicable Law, take any of the following actions to the extent such board of directors determines reasonably necessary to satisfy such fiduciary duties: (A) furnish information with respect to the Chex Entities to any Person pursuant to a customary confidentiality agreement; or indirect subsidiaries is a party (B) participate in connection with any negotiations regarding an Acquisition Proposal. QLogic will, and The Chex Entities will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and Game Financial written notice of such expression their receipt of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of any Acquisition Proposal setting forth the material terms and conditions of such expression proposal, shall provide copies of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect all information provided to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entitya Person pursuant to this subsection, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsshall keep Game Financial fully informed of all negotiations regarding an Acquisition Proposal entered into in accordance with this subsection.

Exclusivity. With (a) The Company shall not, and the exception of the Potential Transaction, during the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium Company shall use reasonable best efforts to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any cause each of its Representatives (as defined below) willofficers, directors, employees, representatives and agents not to, directly or indirectly, (i) agree toencourage, solicit, initiate, engage or knowingly encourage participate in negotiations with any expression person or entity (other than the Parent) concerning any merger, consolidation, sale of interestmaterial assets, tender offer, proposal recapitalization, material accumulation of Company Shares, proxy solicitation or inquiry from other business combination involving the Company, or any party division of the Company (an "Acquisition Transaction") or (ii) or take any other action intended or designed to facilitate the efforts of any person or entity (other than Parent) relating to a possible Acquisition Transaction. (b) Notwithstanding anything herein to the contrary, in the event that there is an unsolicited proposal for or an unsolicited indication of a serious interest in entering into, an Acquisition Transaction from a bona fide financially capable third party that contains no financing contingency, the Company, at its discretion, shall be permitted to furnish to and communicate with any potential acquisitionsuch party all publicly available information requested by such party. In the event that such party requests information in addition to that which is publicly available, salethe Company may furnish to and communicate with such third party non-public information and otherwise negotiate with such party, merger or consolidationonly if (i) two (2) business days prior written notice shall have been given to the Parent and (ii)(A) the Company's Board of Directors shall have been advised in writing by its investment banker that it believes such third party is financially capable, or without any financing contingency, of consummating an Acquisition Transaction, (B) the Company's Board of Directors shall have been advised, by the written opinion of outside counsel to the Company, that any failure to provide such non-public information to such party would constitute a breach of the fiduciary responsibilities of the Board of Directors to the Company Stockholders and (C) the Company's Board of Directors, after weighing such advice, determines that failing to furnish such information would constitute a breach of the Board's fiduciary duties. Notwithstanding anything herein to the contrary, nothing shall prohibit the Board of Directors of the Company from responding to a tender offer or exchange offer complying with respect to, QLogic its obligations under Sections 14d-9 or any of its subsidiaries, or any acquisition or other transfer of any material portion 14e-2 of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsExchange Act.

Exclusivity. With From the exception of the Potential Transaction, during the period beginning on the date hereof Signing Date and ending at on the earlier of (xa) 11:59pm Pacific Time on June 23the Closing and (b) the termination of this Agreement, 2016the parties hereto shall not, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined and shall cause their respective subsidiaries and its and their respective Representatives not to proceed with the Potential Transaction, QLogic nor any of its Representatives (as defined below) willto, directly or indirectly, (i) agree toenter into, solicit, initiateinitiate or continue any discussions or negotiations with, or knowingly encourage any expression of interest, offer, proposal or inquiry from any party relating respond to any potential acquisition, sale, merger inquiries or consolidationproposals by, or tender offer participate in any negotiations with, or exchange offer with respect provide any information to, QLogic or otherwise cooperate in any way with, any person or other entity or “group” (within the meaning of Section 13(d) of the Exchange Act), concerning any sale of any material assets of such party or any of its subsidiaries, outstanding capital stock or any acquisition conversion, merger, consolidation, liquidation, recapitalization, dissolution or similar transaction involving such party or any of such party’s subsidiaries other transfer of any material portion of than with the business, assets or equity interests of QLogic other parties to this Agreement and its subsidiaries, taken as a whole their respective Representatives (an “Acquisition ProposalAlternative Transaction”), (ii) enter into any agreement regarding, continue or otherwise participate in any negotiations discussions regarding, or furnish to any person any information with respect to, or access cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (iii) commence, continue or renew any due diligence investigation regarding any Alternative Transaction. Each party shall, and shall cause its subsidiaries and its and their respective Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. Each party will promptly request each person (other than the parties hereto and their respective Representatives) that has prior to the books and records Signing Date been provided with Confidential Information in connection with its consideration of QLogic an Alternative Transaction to return or destroy all such Confidential Information furnished to such person by or on behalf of it. If a party or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries their respective Representatives receives any inquiry or proposal with respect to an Alternative Transaction at any time prior to the Closing, then such party shall promptly (and in no event later than twenty-four (24) hours after such party becomes aware of such inquiry or proposal) notify such person in writing that such party is subject to an exclusivity agreement with respect to the Transaction that prohibits such party from considering such inquiry or proposal. Without limiting the foregoing, the parties hereto agree that any violation of the restrictions set forth in this Section 7.05 by a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal subsidiaries or inquiry relating to an Acquisition Proposal, neither QLogic nor its or their respective Affiliates or Representatives shall respond (other than be deemed to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice be a breach of this Section 7.05 by such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsparty.

Exclusivity. With A. From the exception effective date of this Agreement, Cragar and its officer will not engage any other person or entity to serve as its agent or representative to provide services similar to those to be provided by MCC through the Potential Transactionterm of this Agreement without the prior written consent of MCC. B. If for a period of one (1) year after the expiration of this Agreement, during the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium ▇▇▇▇▇▇ desires to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor commence any of its Representatives Transaction (as defined below) will, directly or indirectly, (i) agree to, solicit, initiate, or knowingly encourage any expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”hereinafter defined), (ii) participate in any negotiations regardingMCC shall have the right of first refusal to act as ▇▇▇▇▇▇’s financial advisors to arrange for placement agents or underwriters, or furnish any person any information or access to as the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic case may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall meanbe, with respect to any entitysuch Transaction or Transactions. This first right of refusal must be exercised by MCC, in writing, within ten (10) business days following written notice of the Transaction from Cragar and, if not so elected, shall be deemed waived by MCC. For purposes of this Agreement, the term “Transaction” shall include each of the following; the purchase, sale, merger, consolidation or any affiliates other business combination, in one or a series of transactions, involving Cragar, or any sale of securities of Cragar or a New Entity, as described below, effected pursuant to a private sale or an underwritten public offering. ▇. ▇▇ ▇▇▇▇▇▇ decides to actively pursue any such Transaction, and MCC exercises its right of first refusal provided hereunder, MCC and ▇▇▇▇▇▇ will enter into an agreement within ten (10) business days following MCC’s written exercise of its first right of refusal appropriate to the circumstances, containing provisions for, among other things, compensation, indemnification, contribution, and representations and warranties, which are usual and customary for similar agreements. ▇▇▇▇▇▇ agrees that it will not enter into any such Transaction unless, MCC has waived its right of first refusal with respect thereto or prior to or simultaneously with the consummation of such entityTransaction, includingadequate provision is made with respect to the payment of compensation to MCC, without limitationas contemplated hereby. CRAGAR INDUSTRIES, the direct and indirect subsidiaries of such entityINC. November 9, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents.2001

Exclusivity. With 5.1 During the exception prosecution of the Potential TransactionServices, TVAE and Panattoni agree to use all commercially reasonable efforts and negotiate in good faith in order to reach an EPC Agreement on or before October 1, 2007 which includes general terms and conditions approved by Panattoni, and under which Panattoni would become the EPC contractor for the Project and enter into a Delta T Subcontract with Delta T, for a fixed price and under arrangements to be agreed to by the Parties. TVAE shall timely provide and cause Delta T to provide all approvals, decisions and other information which Panattoni requires to perform such Services, in order to expedite such negotiations. Accordingly, during the period beginning on term of this Agreement TVAE shall not, and shall not permit Delta T any other party associated with the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23Project, 2016to enter into, negotiate toward, or (y) notification by Cavium take any other action in furtherance of entering into any agreement for any engineering, and/or procurement and/or construction agreement for the Project. 5.2 In order to QLogic pursuant to Section 4 promote the successful commercial operation of the NDA that Cavium has determined not to proceed with Project, the Potential TransactionParties agree that, QLogic nor during the continuance in force of this Agreement or any EPC Agreement entered into by the Parties, and, in the event the Parties enter into an EPC Agreement, for a period of its Representatives two (as defined below2) willyear(s) following completion of the Project, neither Party shall, directly or indirectly, (i) agree tocollaborate or make any other agreements or arrangements with third parties relating to the engineering, solicit, initiateprocurement, or knowingly encourage any expression construction of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond ethanol manufacturing facility (other than the Project), within a sixty (60) mile radius of the Site. For the avoidance of doubt, the foregoing restriction shall not apply following 180 days after completion of the Services hereunder, in the event the Parties do not enter into an EPC Agreement prior to acknowledge receipt the expiration of such 180 day period. 5.3 Notwithstanding the foregoing obligation to act in good faith and indicate use all commercially reasonable efforts to enter into a definitive EPC Agreement, and notwithstanding any past, present or future approvals by the management or the board of directors of either Party to the proposed EPC Agreement or any other past, present or future indications of assent, it is agreed that QLogic may not further respondneither TVAE nor Panattoni, nor any person related to either such Party, will be under any legally binding obligation with respect to the terms of the EPC Agreement or the Project (other than the scope of this Agreement), and QLogic no offer or binding commitment of any nature whatever shall promptly provide Cavium with oral be implied, unless and written notice of such expression of interestuntil a formal, offerdefinitive EPC Agreement has been negotiated, proposal or inquiryprepared, executed and delivered by the Parties, which written notice shallprovides for the supply by Panattoni of engineering, except to the extent restricted by an agreement existing on the date hereof with such personprocurement and construction, include the identity of the third party making such expression of interestpersonnel training, offercommissioning, proposal or inquirystart-up and testing services, a copy of such expression of interestcontaining and other detailed terms, offercovenants, proposal or inquiryconditions, if in writingrepresentations, or a summary of the material terms warranties and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsindemnities.

Exclusivity. With the exception of the Potential Transaction, during the period beginning on (a) From and after the date hereof and ending at of this Agreement until the earlier Effective Time or termination of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic this Agreement pursuant to Section 4 of Article 8, the NDA that Cavium has determined not to proceed with the Potential TransactionCompany will not, QLogic nor will it authorize or permit any of its Representatives (as defined below) willofficers, directors, Affiliates or employees or any investment banker, attorney or other advisor or representative retained by it to, directly or indirectly, (i) agree to, solicit, initiateinitiate or induce the making, submission or knowingly encourage any expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer announcement of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, or access take any other action to facilitate any inquiries or the books and records making of QLogic any proposal that constitutes or may reasonably be expected to lead to, any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party engage in connection discussions with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations person with parties other than Cavium and its Representatives related respect to any Acquisition Proposal, and if QLogic except as to disclose the existence of these provisions, (iv) endorse or recommend any Acquisition Proposal, provided that, notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prevent the Company Board from recommending a Superior Proposal or (v) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Superior Proposal; provided, however, that prior to the adoption of this Agreement by the required Company Stockholder vote, this Section 6.5(a) shall not prohibit the Company from furnishing non-public information regarding the Company to, entering into a confidentiality agreement with or entering into discussions with, any person or group in response to a Superior Proposal or any offer or proposal that the Company Board reasonably determines in good faith is reasonably likely to lead to a Superior Proposal submitted by such person or group (and not withdrawn) or the Company Board from recommending that the Company Stockholders approve a Superior Proposal if (1) neither the Company nor any representative of the Company shall have violated any of the restrictions set forth in this Section 6.5, including obligations under clause (i) above, (2) the Company Board concludes in good faith, after consultation with its Representatives outside legal counsel, that such action is required in order for the Company Board to comply with its fiduciary obligations to the Company Stockholders under Delaware Law, (3) prior to furnishing any such non-public information to, or entering into discussions with, such person or group, the Company gives Parent written notice of the identity of such person or group and of the Company’s intention to furnish non-public information to, or enter into discussions with, such person or group and the Company receives from such person or group an expression executed confidentiality agreement containing customary limitations on the use and disclosure of interestall non-public written and oral information furnished to such person or group by or on behalf of the Company and (4) contemporaneously with furnishing any such non-public information to such person or group, offerthe Company furnishes such non-public information to Parent (to the extent such non-public information has not been previously furnished by the Company to Parent); provided, proposal further, that the Company shall not consummate any transaction(s) contemplated by any Superior Proposal unless and until the Company has first terminated this Agreement pursuant to Section 8.1(g) hereof. The Company will, and will cause its officers, directors, affiliates, employees, investment bankers, attorneys and other advisors and representatives to, immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding two sentences by any officer, director or employee of the Company or any investment banker, attorney or other advisor or representative of the Company shall be deemed to be a breach of this Section 6.5 by the Company. (b) In addition to the obligations of the Company set forth in Section 6.5(a), the Company as promptly as practicable shall advise Parent in writing of any Acquisition Proposal or of any request for non-public information or other inquiry relating which the Company reasonably believes could lead to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression Acquisition Proposal (to the extent known) and the identity of interestthe person or group making any such request, offer, proposal inquiry or inquiry, if not in writingAcquisition Proposal. The term “Representatives” shall meanCompany agrees to keep Parent informed on a current basis of the status and details (including any material amendments or proposed amendments) of any such request, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) inquiry or agentsAcquisition Proposal.

Exclusivity. With (a) During the exception of Pre-Closing Period, the Potential TransactionCompany shall not, during and the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any Company shall require each of its Representatives (as defined below) willofficers, directors, employees, representatives and agents not to, directly or indirectly, through any officer, director, employee, Affiliate, agent or representative or otherwise, (i) agree toinitiate, solicit, initiate, or knowingly encourage or otherwise knowingly facilitate any expression of interestinquiry, offerproposal, proposal offer or inquiry from discussion with any party relating to (other than the Buyer or its representatives) concerning any potential acquisition, saleequity or debt financing, merger or joint venture, merger, reorganization, consolidation, recapitalization, business combination, liquidation, dissolution, share exchange, sale of stock, sale or tender offer license (other than a Japan Agreement) of material assets or exchange offer with respect to, QLogic similar business transaction involving the Company or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole Subsidiary (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information concerning the business, properties or access to assets of the books and records of QLogic Company or any of its subsidiaries Subsidiary or the Company Shares to any party in connection with, or to facilitate or induce the making of, an Acquisition Proposal, Proposal (other than the Buyer or its representatives) or (iii) release engage in negotiations or enter into any third agreement with any party from, (other than the Buyer or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with representatives) concerning any Acquisition Proposal. QLogic willNotwithstanding anything to the contrary in this Section 5.7, if, prior to the date the Company obtains the Requisite Stockholder Approval, the Company receives an unsolicited, bona fide written Acquisition Proposal from a third party that its Board of Directors, after consultation with the Company’s financial advisor and will use its reasonable best efforts outside counsel, has in good faith concluded is, or is reasonably likely to cause its Representatives lead to, immediately cease and cause a Superior Offer, the Company may (A) furnish nonpublic information to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression Acquisition Proposal and (B) engage in negotiations with the third party with respect to the Acquisition Proposal to the extent the Company’s Board of interest, offerDirectors determines in good faith that the failure to do so would be inconsistent with its obligations under applicable Law. (b) The Company shall immediately notify any party with which discussions or negotiations of the nature described in Section 5.7(a) were pending that the Company is terminating such discussions or negotiations. If the Company receives any inquiry, proposal or inquiryoffer of the nature described in paragraph (a) above, a copy the Company shall, within one (1) Business Day after such receipt, notify the Buyer of such expression of interest, offerinquiry, proposal or inquiryoffer, if in writing, or a summary including the identity of the material other party and the terms and conditions of such expression of interest, offerinquiry, proposal or inquiryoffer; provided, that if such disclosure would be prohibited by the terms of any non-disclosure agreement in effect before the date hereof, the Company shall give the Buyer the choice of whether or not to receive such disclosure and, if not in writing. The term “Representatives” shall meanthe Buyer elects to receive such disclosure, with respect to any entity, any affiliates the resulting breach of such entity, including, without limitation, the direct and indirect subsidiaries non-disclosure agreement shall not constitute a breach of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) this Agreement or agentsan indemnifiable claim under Article VII.

Exclusivity. With the exception of the Potential Transaction, during the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any of its Representatives (as defined below) will, directly or indirectly, (i) agree to, solicit, initiate, or knowingly encourage any expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, Company shall immediately cease and cause to be terminated all contacts any existing discussions or negotiations with parties any persons conducted heretofore with respect to any merger, financing (other than Cavium any financing in the ordinary course of business consistent with previous practices not to exceed $100,000 in the aggregate and not involving the issuance of securities convertible into or exchangeable or exercisable for Company securities), consolidation, sale of substantial assets, sale of shares of capital stock (including without limitation by way of a tender offer) or similar transaction involving the company or any of its Representatives related subsidiaries, as the case may be (any of the foregoing inquiries or proposals other than the Purchase and the Bridge Loan contemplated hereby arising prior to July 15, 1997 (whether initiated before or after the date of this letter of intent) being referred to as an "Acquisition Proposal"). From the date of this letter of intent until the earlier of the date Buyer advises Company of its intention to terminate negotiations as provided in Section 4 above, and July 15, 1997 (the "Exclusivity Period"), the Company shall not, directly or indirectly, through any of its officers, directors, employees, representatives or agents, initiate, solicit or encourage the initiation of, any inquiries or proposals regarding any Acquisition Proposal. Nothing contained in this Section 9 shall prevent the Board of Directors of the Company from considering, negotiating, approving and recommending to the stockholders of the Company a bona fide Acquisition Proposal, provided that the Board of Directors determines in good faith (upon advice of independent counsel) that it is required to do so in order to discharge properly its fiduciary duties, and provided further that any such action by the Board of Directors will give rise to the obligation of the Company to pay the Break Fee described below in the event the Company completes a transaction with a party other than Buyer as a result of such Acquisition Proposal. In the event Buyer advises Company of its intention to continue negotiations after its completion of due diligence review in accordance with Section 4 above, and Buyer and Company enter into a definitive agreement, such definitive agreement shall provide for a Break Fee on substantially the same terms as are set forth in this letter of intent. Company shall immediately notify Buyer after receipt of any Acquisition Proposal, or any modification of or amendment to any Acquisition Proposal, and if QLogic or any request for nonpublic information relating to Company in connection with an Acquisition Proposal or CinemaStar Luxury Theaters, Inc. June 20, 1997 Page 6 for access to the properties, books or records of Company by any person or entity that informs the Board of Directors that it is considering making, or has made, an Acquisition Proposal. Company will ensure that its Representatives receives an expression officers, directors and employees and any investment banker or other representative or adviser retained by it are aware of interestthe restrictions imposed by this Section 9. Company shall pay to Buyer a fee (the "Break Fee") of $600,000 within ten days of the first to occur of any of the following: (a) if Company breaches any of the provisions set forth in the first paragraph of Section 9; (b) if Company fails during the Exclusivity Period to enter into a definitive agreement with Buyer for a transaction on substantially the terms set forth in this letter of intent, offerprovided that ▇▇▇▇▇ has negotiated in good faith, proposal that ▇▇▇▇▇ has waived its due diligence condition, and provided further that Buyer has presented to the Company for its execution a definitive agreement on substantially the terms set forth in this letter of intent and otherwise containing only customary representations, warranties and covenants of, and indemnities for, a stock purchase of the kind contemplated herein (provided that, to the extent that, during the negotiation of the definitive agreement, ▇▇▇▇▇ has proposed and Company has agreed to the inclusion in the definitive agreement of any provision, such provision shall be deemed to be customary); (c) if Buyer and Company enter into a definitive agreement and the approval of Company shareholders to such agreement and any required amendments to the Company's Articles of Incorporation is not received on or inquiry relating before August 28, 1997 (or, if extended as provided above, September 12, 1997); or (d) if on or before June 30, 1998, the Company consummates a transaction pursuant to an Acquisition Proposal, neither QLogic nor its Representatives shall respond Proposal arising prior to (including any such Acquisition Proposal arising prior to the execution of this letter agreement) or during the Exclusivity Period with a party other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsBuyer.

Exclusivity. With the exception of the Potential Transaction(a) Except as provided in Section 1(b) below, during the period beginning on for sixty (60) days after the date hereof of this Agreement (the "Termination Date"), the Company, its subsidiaries and ending at affiliates and their respective directors, officers, advisors, representatives and other agents shall not directly or indirectly (i) solicit, initiate, encourage, facilitate the earlier submission of or entertain any proposals or offers relating to, (xii) 11:59pm Pacific Time on June 23provide any information to any third party in response to any submissions, 2016proposals or offers relating to, (iii) engage in any negotiations or discussions with any person or entity relating to, or (yiv) notification by Cavium otherwise cooperate in any way with any person in connection with (such actions being individually and collectively referred to QLogic pursuant to Section 4 herein as "Marketing") any acquisition, merger, recapitalization, liquidation, dissolution or any similar transaction involving all or any material portion of the NDA Company, its business or assets or all or any material portion of the Company's capital stock or other equity interests, other than the Transaction. The Company shall promptly notify Edgecliff of any such proposals or offers made on or prior to the Termination Date. From and after the date of this letter until the Termination Date, the Company, its subsidiaries and affiliates and their respective directors, officers, advisors, representatives and other agents shall not directly or indirectly take any other action (or fail to take any required action) or permit any person on its behalf to take any other action (or fail to take any required action) that Cavium has determined not to proceed with would be inconsistent with, delay or adversely affect the Potential consummation of the Transaction. Nothing contained in this paragraph, QLogic nor any however, shall prevent the Company's Board of its Representatives Directors (the "Board"), if they determine in good faith that their fiduciary duty so requires, from (A) considering a Superior Offer (as defined below) will, which had not been directly or indirectlyindirectly solicited, (i) agree toinitiated or encouraged by the Company, solicit, initiateits subsidiaries or affiliates, or knowingly encourage any expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ their respective directors, officers, employeesadvisors, representatives and other agents on or after the date of this Agreement; provided, however that the Company shall promptly notify Edgecliff (includingand continuously update such notification upon Edgecliff's request) of the receipt of any such offer, without limitationof the status of the Board's consideration thereof and of any actions taken in connection therewith; provided, further, that the Purchaser does not make, within five (5) days of receipt of the Company's written notification of the intention of the Board to consider such a Superior Offer, an offer that the Board determines, in good faith after consultation with its financial advisors, attorneys is at least as favorable to the stockholders of the Company as the Superior Offer or (B) providing information to a third party in response to a Superior Offer or an indication of interest from a third party (but not taking any other action proscribed by this Section 1); provided, however that (x) the Board determines that such third party is capable of providing a Superior Offer following receipt of such information, (y) such third party executes a confidentiality agreement in favor of the Company containing substantially the same terms, including the "standstill" provisions, as the confidentiality agreement previously executed by Edgecliff in favor of the Company and accountants(z) the Company shall promptly notify Edgecliff of the request to receive such information and of any action taken in connection with such request including confirmation that the confidentiality agreement has been executed by such third party pursuant to clause (y) of this sentence. For purposes of this Agreement, the term "Superior Offer" shall mean an offer (xx) to purchase the Company or agentsits business or assets or all or substantially all of the Company's capital stock or other equity that the Board determines in good faith to be more favorable to the Company and its stockholders than that provided in the Transaction and (yy) that the Board determines is likely to result in a transaction that will actually be consummated.

Exclusivity. With From the exception date of the Potential Transaction, during the period beginning on the date hereof execution of this Agreement and ending at until the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic the Closing and the termination of this Agreement pursuant to Section 4 of 10.13, the NDA that Cavium has determined Warrantors shall not, and they shall not to proceed with the Potential Transaction, QLogic nor permit any of its Representatives (as defined below) willtheir representatives to, directly or indirectly, (i) agree toinitiate, solicit, initiateencourage, respond to, or knowingly encourage take any expression of interestother action to facilitate or participate in any negotiations, offerovertures, or discussions concerning any offer or proposal or inquiry from enter into any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer agreement with respect to, QLogic any purchase, sale or transfer (whether in the form of merger, consolidation or otherwise) of any of its subsidiariesEquity Securities in any Group Company, or any acquisition of all or other transfer substantially all of the assets of any material portion of Group Company (the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition ProposalNew Financing”), (ii) participate in any negotiations regarding, or furnish any person any information or access transaction similar to the books transactions contemplated herein with any party other than the Series D Investors without the affirmative prior written approval of the Series D Investors, except for the purchase and records sale of QLogic or any of its subsidiaries up to 22,666,666 Class B Ordinary Shares to be issued to the Series D Investors and other new investors (the “Co-Investors”) set forth in connection withSchedule A-2 attached hereto, an Acquisition Proposalprovided that, or such issuance shall be based on a purchase price per share that is the same with the Purchase Price per share for the transactions contemplated herein (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party as adjusted in connection with any Acquisition Proposal. QLogic willshare splits or share consolidation, reclassification or other similar event) and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material same terms and conditions of for such expression of interest, offer, proposal or inquiry, if not in writingtransactions contemplated herein (the “Exempted Transactions”). The term “Representatives” shall meanWarrantors represent, jointly and severally, that none of them is a signatory to or bound by any agreement with respect to any entitytransactions or combinations as described in the preceding sentence other than the Exempted Transaction or as contemplated by this Agreement. Except for those related to the Exempted Transaction, any affiliates the Company shall notify each Series D Investor of such entity, including, without limitation, offer or proposal received by the direct and indirect subsidiaries Warrantors after the execution of such entitythis Agreement, and shall provide to each Series D Investor (unless prohibited under applicable law or the terms of a binding non-disclosure agreement) copies of any written materials received in connection with such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) offer or agentsproposal.

Exclusivity. With Prior to the exception Closing or the termination of this Agreement and without the Potential TransactionInvestor’s prior written consent, during the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic neither Parent nor any of its Representatives (as defined below) willSubsidiaries shall, directly or indirectly, take (i) agree toand Parent shall not authorize or permit any directors, solicitofficers or employees of Parent or, initiateto the extent within Parent control, other Affiliates or knowingly encourage any expression representatives of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic Parent or any of its subsidiariesSubsidiaries to take) any action to (i) encourage (including by way of furnishing non-public information), solicit, initiate or facilitate any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”)Competing Securities Issuance, (ii) enter into any agreement with respect to any Competing Securities Issuance or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate any of the Transactions or (iii) participate in any way in discussions or negotiations regardingwith, or furnish any person information to, any information Person in connection with, or access take any other action to facilitate any inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, any Competing Securities Issuance. Prior to the books Closing, Parent shall use reasonable best efforts to take all actions reasonably necessary to ensure that the directors, officers and records employees of QLogic Parent and any of its Subsidiaries and, to the extent within Parent’s control, other Affiliates or representatives of Parent or any of its subsidiaries in connection withSubsidiaries, an Acquisition Proposal, do not take or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or do any of its direct or indirect subsidiaries is a party the actions referenced in connection with any Acquisition Proposalthe immediately foregoing sentence. QLogic willUpon execution of this Agreement and prior to the Closing, and will use its reasonable best efforts to cause its Representatives tounless the Investor otherwise consents in writing, Parent shall, if applicable, cease immediately cease and cause to be terminated any and all contacts existing discussions or negotiations with any parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, conducted heretofore with respect to any entity, any affiliates a Competing Securities Issuance and promptly request that all confidential information with respect thereto furnished on behalf of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsParent be returned.

Exclusivity. With (a) From the exception date of this Agreement until the Closing or the termination of the Potential TransactionAgreement, during the period beginning on Company and the date hereof Sellers shall not, and ending at the earlier of (x) 11:59pm Pacific Time on June 23shall not cause, 2016, authorize or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor permit any of its or their respective Affiliates (including any Subsidiary of the Company) or any of its or their respective investment bankers or Representatives (as defined below) willto, directly or indirectly, (i) agree toencourage, solicit, initiate, facilitate or knowingly encourage any expression of interest, offer, proposal continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or inquiry from any party relating to any potential acquisition, sale, merger or consolidationnegotiations with, or tender offer provide any information to, any Person concerning a possible Acquisition Proposal; or exchange offer (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company and the Sellers shall immediately cease, and shall cause their respective Affiliates (including any Subsidiary of the Company) investment bankers and Representatives to immediately cease, all existing discussions or negotiations with any Persons with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection withthat could lead to, an Acquisition Proposal. (b) To the extent not prohibited by existing contractual restrictions, in addition to the other obligations under this Section 5.15, the Company or one of the Sellers shall promptly (iiiand in any event within two (2) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any Business Days after receipt thereof) advise Buyer orally and in writing of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations any request for information with parties other than Cavium and its Representatives related respect to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal inquiry with respect to or inquiry relating which could reasonably be expected to result in an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interestrequest, offer, proposal Acquisition Proposal or inquiry, if and the identity of the Person making the same. (c) The Company and each of the Sellers agree that the rights and remedies for noncompliance with this Section 5.15 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to ▇▇▇▇▇ and that money damages would not in writing. The term “Representatives” shall mean, with respect provide an adequate remedy to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsBuyer.

Exclusivity. With (a) The Vendor and the exception of the Potential Transaction, during the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA Shareholder each agree that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any of its Representatives (as defined below) willthey will not, directly or indirectly, through any officer, director, employee, partner, agent, representative or otherwise, make, solicit, initiate or encourage a proposal or offer from any person or entity relating to any Acquisition Proposal for a period commencing on the date this Agreement is executed, continuing up to and including the later of December 31, 2016 (or such other date as the parties may mutually agree in writing), the termination of this Agreement pursuant to the terms of this Agreement or the Closing Date (the "Exclusivity Period"). (b) Notwithstanding Section 8.9(a), if, at any time following the date of this Agreement and prior to obtaining the Shareholder Approval, the Shareholder or the Vendor receives an unsolicited Acquisition Proposal, which, as concluded in good faith by the Vendor's or Shareholder's board of directors, constitutes or, if consummated in accordance with its terms, could reasonably be expected to be, a Superior Proposal, then the Vendor or the Shareholder may: (i) agree to, solicit, initiate, or knowingly encourage any expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer furnish information with respect to, QLogic to the Vendor or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic Shareholder and its subsidiaries, taken as a whole (an “subsidiaries to the person making such Acquisition Proposal”), ; and/or (ii) participate in any enter into, participate, facilitate and maintain discussions or negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, and otherwise cooperate with or assist, the person making such Acquisition Proposal. In the event it receives an Acquisition Proposal, the Vendor or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any the Shareholder shall promptly notify the Purchaser in writing within 24 hours of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to receipt of any Acquisition Proposal, including a copy thereof or an accurate description of all terms and if QLogic conditions thereof. (c) Notwithstanding Section 8.9(a), if, at any time following the date of this Agreement and prior to obtaining the Shareholder Approval, the Shareholder or any of its Representatives the Vendor receives an expression of interest, offer, proposal or inquiry relating to an unsolicited Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than which, as concluded in good faith by Vendor's or Shareholder's board of directors, constitutes a Superior Proposal, the Vendor may terminate this Agreement so as to acknowledge receipt and indicate enter into a definitive agreement with respect to such Superior Proposal, provided that QLogic may not further respond)the Vendor or Shareholder shall, and QLogic shall promptly provide Cavium with oral and written upon providing notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except termination to the extent restricted by an agreement existing on Purchaser, pay to the date hereof with such personPurchaser a termination fee in the amount of $750,000.00 (the "Break Fee") and, include the identity for greater certainty, a refund of the third party making Deposit to the Purchaser. The Break Fee and the Deposit shall be paid to the Purchaser, by way of certified cheque, bank draft, certified solicitor's trust cheque, or wire transfer, at the time that notice of termination of this Agreement is delivered to the Purchaser. Each of the Vendor, the Shareholder and the Purchaser acknowledge that such expression sum will be the sole and exclusive remedy in lieu of interestany other damages or remedies available to the Purchaser at law or in equity for such termination of this Agreement by the Vendor and Shareholder. (d) Each of the Vendor and the Shareholder covenants that it will not accept, offerapprove, proposal endorse, recommend or inquiryenter into any agreement, understanding or arrangement in respect of a Superior Proposal unless: (i) the Vendor and Shareholder has complied with their obligations under Section 8.9(b) and has provided the Purchaser with a copy of such expression the Superior Proposal; and (ii) a period (the "Response Period") of interest, offer, proposal ten (10) business days has elapsed from the date that is the later of (x) the date on which the Purchaser receives written notice from the Vendor or inquiry, if in writing, or a summary the Shareholder that the board of directors of the material terms Vendor or the Shareholder has determined, subject only to compliance with Section 8.9(c) and conditions of such expression of interestthis Section 8.9(d), offerto accept, proposal approve, endorse, recommend or inquiry, if not in writing. The term “Representatives” shall mean, enter into a definitive agreement with respect to any entitysuch Superior Proposal, any affiliates and (y) the date the Purchaser receives a copy of such entity, including, without limitationthe Superior Proposal. During the Response Period, the direct Purchaser will have the right, but not the obligation, to offer to amend this Agreement, including an increase in, or modification of, the Purchase Price. The board of directors of the Vendor or the Shareholder shall review any such written offer by the Purchaser to amend this Agreement to determine whether the Acquisition Proposal to which Purchaser is responding would continue to be a Superior Proposal when assessed against such proposed amendment. If the board of directors of Vendor and indirect subsidiaries Shareholder determine that the Acquisition Proposal no longer constitutes a Superior Proposal, the Vendor and Shareholder will enter into an amendment to this Agreement with the Purchaser incorporating the amendments to the Agreement as set out in the written offer to amend. If the board of such entitydirectors of the Vendor and the Shareholder determine that the Acquisition Proposal continues to be a Superior Proposal, the Vendor and such entity’s and its affiliates’ directorsthe Shareholder may, officerssubject to the requirements of Section 8.9(c), employeesterminate this Agreement pursuant to Section 8.9(b) in order to accept or enter into an agreement, representatives (including, without limitation, financial advisors, attorneys and accountants) understanding or agentsarrangement to proceed with the Superior Proposal.

Exclusivity. With the exception of the Potential Transaction, during the period beginning on (a) From and after the date hereof and ending at of this Agreement until the earlier of (x) 11:59pm Pacific Time on June 23, 2016, the Closing Date or (y) notification by Cavium to QLogic termination of this Agreement pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential TransactionArticle X, QLogic nor any of its Representatives (as defined below) willSeller shall not, directly or indirectly, (i) agree to, solicit, initiatesolicit offers from, or knowingly in any manner initiate or encourage the submission of any expression of interestproposal of, offer, proposal or inquiry from any third party relating to the Purchased Equity or all or substantially all of the Purchased Assets, including any potential acquisitionacquisition structured as a tender offer, saleexchange offer, merger or merger, consolidation, or tender offer share exchange (such proposals, announcements or exchange offer transactions being called herein “Acquisition Proposals”). (b) Notwithstanding the foregoing, if the members of the Board of Directors of Seller reasonably believe that the following is necessary for the purpose of fulfilling their fiduciary duties, Seller, the Companies and their respective directors, officers and managers may participate in any discussions or negotiations regarding, furnish any information with respect to, QLogic assist or participate in, or facilitate in any other manner any Acquisition Proposal initiated by any other Person that has (i) made a bona fide proposal that the Seller reasonably believes constitutes a Superior Proposal, and (ii) entered into a confidentiality agreement on terms substantially similar to the agreement executed by Seller and Buyer, but allows Seller to comply with this Agreement. Seller shall be permitted to direct its officers and other employees, agents, advisors and counsel to cooperate with and be reasonably available to consult with any such third party under the circumstances described in this Section 8.10. Notwithstanding anything to the contrary in this Agreement, Seller’s rights under this Section 8.10(b) and under Section 8.10(d) shall terminate and be of no further force or effect at 11:59 p.m. Eastern time on April 3, 2007 (the “End Time”), and any and all activities, if any, of Seller, the Companies and their respective directors, officers and managers that were previously occurring pursuant to and in accordance with this Section 8.10(b) shall immediately cease at the End Time. (c) Seller will notify Buyer as promptly as practicable (but in any event within 48 hours) after receipt of any Acquisition Proposal, or any material modification of or material amendment to any Acquisition Proposal, or if Seller or any of its subsidiaries, Affiliates conduct any discussions or negotiations concerning any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”. (d) Seller may enter into a letter of intent, memorandum of understanding, acquisition agreement or similar agreement in connection with any Superior Proposal and terminate this Agreement if and only if (i) Seller exercises these rights prior to the End Time specified in Section 8.10(b), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records Board of QLogic or any of its subsidiaries in connection with, an Acquisition Directors approves the Superior Proposal, or (iii) release any third party fromSeller has complied with this Section 8.10, or waive any provision of(iv) at least five business days have passed from the date Buyer received the notice set forth in Section 8.10(c), any confidentiality, non-solicitation or standstill agreement to which QLogic or any (v) Seller provides Buyer written notice of its direct or indirect subsidiaries is a party decision to accept the Superior Proposal, and (vi) with the notice identified in connection with any Acquisition Proposal. QLogic the preceding clause Seller delivers to Buyer the Termination Fee. (e) Seller will, and will use its reasonable best efforts to cause its Representatives Subsidiaries and their respective officers, directors, agents and representatives to, immediately cease and cause to be terminated all contacts any existing discussions or negotiations with parties any Persons (other than Cavium Buyer and its Representatives related representatives) conducted heretofore with respect to any Acquisition Proposal. Seller agrees not to, and if QLogic to cause its Subsidiaries not to, release any third party from the confidentiality and stand still provisions of any agreement to which Seller or any of its Representatives receives an expression of interestSubsidiaries is a party or becomes a party. Seller will use reasonable efforts to ensure that the officers, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt directors and indicate that QLogic may not further respond), all employees agents and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity representatives of the third party making such expression Seller or its Subsidiaries are aware of interestthe restrictions in this Section 8.10 as reasonably necessary to avoid violations thereof. Any violation of the restrictions set forth in this Section 8.10 by any officer, offerdirector, proposal employee, agent or inquiryrepresentative (including any investment banker, a copy of such expression of interestfinancial advisor, offerattorney, proposal or inquiry, if in writingaccountant, or a summary other retained representative) of the material terms and conditions Seller will be deemed to be a breach of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, this Section 8.10 by the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsSeller.

Exclusivity. With (a) During the exception Interim Period, but only to the extent not inconsistent with the fiduciary duties of the Potential TransactionAcquiror Board (as determined by the Acquiror Board in good faith), during the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23Acquiror shall not take, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor shall it permit any of its Affiliates or Representatives to (as defined belowi) willtake, whether directly or indirectly, (i) agree to, any action to solicit, initiate, continue, encourage, knowingly facilitate, continue inquiries regarding or knowingly encourage any expression of interest, offer, proposal engage in discussions or inquiry from any party relating to any potential acquisition, sale, merger or consolidationnegotiations with, or tender offer enter into any agreement, letter of intent, memorandum of understanding or exchange offer agreement in principle with, or encourage, respond, provide information to or commence due diligence with respect to, QLogic any Person (other than the Company, its stockholders or any of its subsidiariestheir Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any acquisition offer, inquiry, proposal or other transfer indication of interest, written or oral relating to any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as Business Combination (a whole (an “Acquisition Business Combination Proposal”)) other than with the Company, its stockholders and their respective Affiliates and Representatives, (ii) participate in any enter into discussions or negotiations regardingwith, or furnish provide any non-public information to any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, concerning a possible Business Combination Proposal or (iii) release enter into any third party from, agreements or waive any provision of, any confidentiality, non-solicitation other instruments (whether or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is not binding) regarding a party in connection with any Acquisition Business Combination Proposal. QLogic willAcquiror shall, and will use its reasonable best efforts to shall cause its Affiliates and Representatives to, immediately cease any and cause to be terminated all contacts existing discussions or negotiations with parties other than Cavium and its Representatives related any Person conducted prior to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such personrespect to, include the identity of the third party making such expression of interest, offer, proposal or inquirywhich is reasonably likely to give rise to or result in, a copy Business Combination Proposal. (b) In addition to the other obligations under Section 7.11, the Acquiror shall promptly (and in any event within 48 hours after receipt thereof by the Acquiror or its representatives) advise the Company orally and in writing of such expression receipt of interestany Business Combination Proposal by the Acquiror, offer, proposal or inquiry, if in writingany request for information with respect to any Business Combination Proposal, or a summary of any inquiry with respect to or which could reasonably be expected to result in an Business Combination Proposal, the material terms and conditions of such expression of interestrequest, offer, proposal Business Combination Proposal or inquiry, if and the identity of the person making the same. (c) The Acquiror agrees that the rights and remedies for non-compliance with this Section 7.11 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. (d) For the avoidance of doubt, it is understood and agreed that the covenants and agreements contained in this Section 7.11 shall not prohibit Acquiror, any of its Affiliates or any of its Representatives from taking any actions in the ordinary course of business that are not in writing. The term “Representatives” shall mean, with respect to violation of any entity, any affiliates provision of this Section 7.11 (such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountantsas answering phone calls) or agentsinforming any Person inquiring about a possible Business Combination Proposal, as applicable, of the existence of the covenants and agreements contained in this Section 7.11.

Exclusivity. With the exception of the Potential Transaction, during the period beginning on the date hereof and ending at Until the earlier of (x) 11:59pm Pacific Time on June 23the Closing and such time as this Agreement is terminated in accordance with Article 10, 2016except for the transactions contemplated by this Agreement, or (y) notification by Cavium to QLogic pursuant to Section 4 of Seller and the NDA that Cavium has determined Company will not, and the Company will cause the Company Group, and direct their respective Representatives not to proceed with the Potential Transaction, QLogic nor any of its Representatives (as defined below) willto, directly or indirectly, (i) agree to, solicit, initiateinitiate or engage in discussions with, or knowingly encourage enter into any agreement with, any Person concerning any Acquisition Proposal or (ii) furnish to any Person any confidential information relating to any member of the Company Group or its business or take any other action regarding any inquiry, expression of interest, offer, proposal or inquiry from any party relating offer in each case that would reasonably be expected to any potential acquisition, sale, merger facilitate or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection withencourage, an Acquisition Proposal. Upon execution of this Agreement, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, the Company and will use its reasonable best efforts to cause its Representatives to, Seller shall immediately cease and cause to be terminated all contacts any existing direct or negotiations indirect discussions with parties any Person (other than Cavium Buyer) that are in respect of an Acquisition Proposal and its Representatives related to any of which the Company or Seller is aware. The Company shall promptly notify Buyer in writing that it has received an Acquisition Proposal, and if QLogic Proposal or any of its Representatives receives an expression of interest, offer, proposal request for nonpublic information or any other inquiry relating in connection with or that would reasonably be expected to lead to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than or for access to acknowledge receipt the properties, books, or records of the Company Group or Seller by any person or entity that informs the Company Group or Seller that it may consider making an Acquisition Proposal together with a copy of any written Acquisition Proposal or such request or inquiry made by a third party and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party Person making such expression of interestthe Acquisition Proposal, offer, proposal request or inquiry, a copy of and if any such expression of interestAcquisition Proposal, offer, proposal request or inquiry, if inquiry is not in writing, or detail the consideration to be paid and provide a written summary of the all material terms and conditions of such expression Acquisition Proposal, request or inquiry in reasonable detail. If requested by ▇▇▇▇▇, the Company shall inform ▇▇▇▇▇ of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect the then current status and details of any material modifications to any entitysuch proposal, offer or request. If the Company Group or Seller receives notice of any affiliates material modifications to such Acquisition Proposal, such modified Acquisition Proposal shall be a new Acquisition Proposal and the provisions of such entitythe preceding sentence shall apply mutatis mutandis. For the avoidance of doubt, including, without limitation, until the direct and indirect subsidiaries earlier of such entity, the Closing and such entity’s and its affiliates’ directorstime as this Agreement is terminated in accordance with Article 10, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) Seller may not directly or agentsindirectly transfer any Shares or commit to or obligate itself to transfer any Shares.

Exclusivity. With the exception of the Potential Transaction, during the period beginning on (a) From and after the date hereof and ending at until the earlier Closing or termination of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic this Agreement pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential TransactionArticle IX (Termination), QLogic Seller will not, nor will it authorize or permit any of its Subsidiaries, or its or their respective Representatives (as defined below) willto, directly or indirectly, (i) agree to, solicit, initiate, seek, entertain, intentionally encourage, intentionally facilitate, support or knowingly encourage induce the making, submission or announcement of any inquiry, expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition concerning the sale or other transfer of any material portion conveyance of the businessPurchased Assets or Seller Licensed Intellectual Property (whether by way of merger, purchase of capital stock, purchase of assets or equity interests of QLogic and its subsidiaries, taken as a whole otherwise) (an “Acquisition Proposal”), ; (ii) hold or participate in any negotiations regardingor discussions or enter into any agreements with any Person concerning, or furnish any person any information or access that would reasonably be expected to the books and records of QLogic or any of its subsidiaries in connection withlead to, an Acquisition Proposal, ; or (iii) release deliver or make available to any third party fromPerson any non-public information with respect to, or waive take any provision ofother action regarding, any confidentialityinquiry, non-solicitation expression of interest, proposal or standstill agreement offer that constitutes, or would reasonably be expected to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any lead to, an Acquisition Proposal. QLogic willSeller shall (x) immediately cease, and will use its reasonable best efforts to shall cause its Representatives toSubsidiaries to immediately cease, immediately cease and cause to be terminated any and all contacts existing activities, discussions or negotiations with parties other than Cavium and its Representatives related any Persons conducted prior to or on the date hereof with respect to any Acquisition Proposal, (y) not amend, terminate, waive or fail to enforce any provisions of any confidentiality agreement with respect to any potential Acquisition Proposal and if QLogic (z) promptly request, in accordance with the terms of any such confidentiality agreement, the return or destruction of any confidential information previously furnished pursuant thereto. If any Representative of Seller or its Subsidiaries takes any action that Seller is obligated pursuant to this Section to cause such Representative not to take, then Seller shall be deemed for all purposes of this Agreement to have breached this Section. (b) Seller shall promptly notify Purchaser in writing after receipt by Seller or any of its Representatives receives an Subsidiaries (or, to the Knowledge of Seller, by any of its or their respective Representatives), of (i) any Acquisition Proposal, (ii) any inquiry, expression of interest, offer, proposal or inquiry relating offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or (iii) any request for non-public information directly and primarily related to the Purchased Assets or for access to any of the properties, books or records of the Seller Parties by any Person other than Purchaser not in the ordinary course of business consistent with past practice or that the Seller Parties reasonably believe would be expected to lead to an Acquisition Proposal, neither QLogic nor its Representatives . Such notice shall respond describe (other than to acknowledge receipt 1) the terms and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice conditions of such Acquisition Proposal, inquiry, expression of interest, proposal or offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include and (2) the identity of the third party Person or Group making any such Acquisition Proposal, inquiry, expression of interest, offer, proposal or offer. Seller shall keep Purchaser promptly and fully informed of the status and details of, and any modification to, any such inquiry, a copy of such expression of interest, offerproposal or offer and any correspondence or communications related thereto and shall provide to Purchaser a complete and correct copy of each such inquiry, expression of interest, proposal or inquiryoffer and any amendments, correspondence and communications related thereto, if it is in writing, or a reasonable written summary of the material terms and conditions of such expression of interest, offer, proposal or inquirythereof, if it is not in writing. The term “Representatives” Seller shall mean, provide Purchaser with respect forty-eight (48) hours’ prior notice (or such lesser prior notice as is provided to the members of Seller’s board of directors) of any entity, meeting of Seller’s board of directors at which Seller’s board of directors is reasonably expected to discuss any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsAcquisition Proposal.

Exclusivity. With SPAC and the exception of Company intend to conduct their respective due diligence on an exclusive basis for sixty (60) days thereafter (“Exclusive Period”). Neither SPAC nor the Potential TransactionCompany shall, during and SPAC and the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined Company shall not to proceed with the Potential Transaction, QLogic nor permit any of its Representatives (as defined below) willtheir respective representatives to, directly or indirectly, (ia) agree to, solicit, initiate, facilitate or knowingly encourage any expression of interestinquiries that constitute, offeror that would reasonably be expected to lead to, proposal or inquiry a Proposed Transaction Proposal (as defined below) from any third-party, (b) engage in, continue or otherwise participate in any discussions or negotiations with any third-party relating regarding an Proposed Transaction proposal, or furnish to any potential acquisitionthird-party any non-public information or afford to any third-party access to the businesses, saleproperties, merger assets or consolidationpersonnel or any of its subsidiaries, in each case for the purpose of encouraging or tender offer facilitating a Proposed Transaction Proposal or exchange offer (c) enter into any agreement with any third-party with respect toto a Proposed Transaction Proposal; provided that, QLogic as long as the parties hereof are still discussing the Proposed Transaction in good faith, the Exclusive Period shall be automatically extended for one additional 45-day period upon the expiration of the initial 45-day period, unless either party has given prior written notice to the other that it does not wish to extend the Exclusive Period. “Proposed Transaction Proposal” shall, (a) with respect to the Company, mean (i) any acquisition or purchase by any third-party, directly or indirectly, of any shares of any class of outstanding voting or equity securities of the Company or any of its subsidiaries, or any acquisition tender offer (including a self-tender) or other transfer exchange offer that, if consummated, would result in any third-party beneficially owning any shares of any material portion class of outstanding voting or equity securities of the business, assets Company or equity interests any of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regardingmerger, acquisition, amalgamation, consolidation, business combination, joint venture or furnish any person any information or access to other similar transaction involving the books and records of QLogic Company or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party fromliquidation, dissolution, recapitalization, extraordinary dividend or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic other significant corporate reorganization of the Company or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic willsubsidiaries, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, b) with respect to SPAC, means any entity“Business Combination”, any affiliates as defined in SPAC’s amended and restated articles of such entityassociation, includingdated February 14, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents2025.

Exclusivity. With the exception of the Potential TransactionSellers shall not, during the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23shall cause their Subsidiaries and their respective Affiliates, 2016representatives, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined officers, employees, directors and agents not to proceed with the Potential Transaction, QLogic nor any of its Representatives (as defined below) willto, directly or indirectly, (ia) agree to, solicit, initiate, consider, entertain, encourage or knowingly encourage accept the submission of any expression of interest, offer, proposal or inquiry offer from any party Person (other than Buyers and their Affiliates in connection with the Transactions) relating to the acquisition of the AirCard Business as a separate and stand-alone acquisition or any potential acquisitionportion of the Acquired Assets as separate and distinct from the other assets of the Sellers (other than Inventory in the ordinary course of business consistent with past practice), sale(b) participate in any discussions or negotiations (and as of the date hereof, merger Sellers shall immediately cease any discussions or consolidationnegotiations that are ongoing) regarding, or tender offer or exchange offer furnish any information with respect to, QLogic assist or participate in, or facilitate in any other manner any effort or attempt by any third party to do or seek any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposalforegoing, or (iiic) release furnish any confidential information regarding the AirCard Business or the Acquired Assets to any third party fromthat is seeking to make, or waive any provision ofhas made, any confidentiality, non-solicitation such proposal or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposaloffer. QLogic willSellers will notify Buyers promptly, and will use its reasonable best efforts to cause its Representatives toin any event within twenty-four (24) hours, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to if any Acquisition Proposal, and if QLogic or third party makes any of its Representatives receives an expression of interestproposal, offer, proposal inquiry or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, contact with respect to any entityacquisition of the AirCard Business as a separate and stand-alone acquisition or any portion of the Acquired Assets as separate and distinct from the other assets of the Sellers (other than Inventory in the ordinary course of business consistent with past practice). Sellers shall be deemed to have breached the terms of this Section 8.6 if any of their Subsidiaries or any of their respective Affiliates, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directorsrepresentatives, officers, employees, representatives (includingdirectors or agents takes any action, without limitationwhether in his or her capacity as such or in any other capacity, financial advisors, attorneys and accountants) or agents.that is prohibited by this Section 8.6. - 61 -

Exclusivity. With During each Pre-Closing Period, Seller shall not, and shall cause its Affiliates (including the exception of the Potential Transaction, during the period beginning on the date hereof Companies) and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any of its or their respective Representatives (as defined below) willnot to, directly or indirectly, (ia) agree to, take any action to solicit, initiate, facilitate, encourage or knowingly encourage any expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, continue inquiries regarding an Acquisition Proposal; (b) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iiic) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Companies) and all their respective Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to a possible Acquisition Proposal. Seller shall promptly (and in any event within one (1) Business Day after receipt thereof by Seller, its Affiliates (including the Companies) or their respective Representatives) advise Purchaser orally and in writing of any Acquisition Proposal or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal and the material terms and conditions thereof and the identity of the party making such Acquisition Proposal or inquiry. Seller agrees that the rights and remedies for noncompliance with this Section 6.9 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Purchaser and that money damages would not provide an adequate remedy to Purchaser. Seller shall not, and shall cause its Affiliates (including the Companies) not to, release any third party from, or waive any provision of, any confidentiality, non-solicitation confidentiality or standstill agreement to which QLogic it is a party and Seller also agrees to promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring (whether by merger, acquisition of stock or assets or otherwise) any Company, if any, to return (or if permitted by the applicable confidentiality agreement, destroy) all confidential information heretofore furnished to such Person by or on behalf of Seller or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic Affiliates (including the Companies) or any of its their respective Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiryand, if in writingrequested by Purchaser, or a summary of the material terms and conditions of to enforce such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect Person’s obligation to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsdo so.

Exclusivity. With the exception of the Potential Transaction, during the period beginning on the date hereof and ending at Until the earlier of (x) 11:59pm Pacific Time on June 23the Closing or the termination of this Agreement, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 without the prior written consent of the NDA that Cavium has determined not to proceed with Investor, neither the Potential Transaction, QLogic Company nor any of its Representatives (as defined below) willSubsidiaries shall, directly or indirectly, take (and the Company shall not authorize or permit any directors, officers or employees of the Company to take and shall not permit any of its Affiliates or representatives to take) any action to (i) agree toencourage (including by way of furnishing non-public information), solicit, initiateinitiate or facilitate any Competing Securities Issuance, (ii) enter into any agreement with respect to any Competing Securities Issuance or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate any of the Transactions or (iii) participate in any way in discussions or negotiations with, or knowingly encourage furnish any expression of interestinformation to, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidationPerson in connection with, or tender offer take any other action to facilitate any inquiries or exchange offer with respect the making of any proposal that constitutes, or would reasonably be expected to lead to, QLogic any Competing Securities Issuance. Prior to the Closing, the Company shall use reasonable best efforts to take all actions reasonably necessary to ensure that the directors, officers and employees of the Company or any of its subsidiariesSubsidiaries, do not, and to the extent within the Company’s control, other Affiliates or representatives do not take or do any acquisition or other transfer of any material portion of the business, assets or equity interests actions referenced in the immediately foregoing sentence. Upon execution of QLogic this Agreement and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access prior to the books and records of QLogic or any of its subsidiaries Closing, unless the Investor otherwise consents in connection withwriting, an Acquisition Proposalthe Company shall, or (iii) release any third party fromif applicable, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, cease immediately cease and cause to be terminated any and all contacts existing discussions or negotiations with any parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, conducted heretofore with respect to any entity, any affiliates Competing Securities Issuance. In the event that a Change of such entity, including, without limitationControl (as defined in the Certificate of Designations) is consummated prior to the Closing, the direct and indirect subsidiaries Company will pay to each Investor Party their Pro Rata Share of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives an amount equal to the Make-Whole Amount (including, without limitation, financial advisors, attorneys and accountantsas defined in the Certificate of Designations) or agents(assuming for these purposes all shares of Series A Preferred Stock had been issued to the Investor Parties immediately prior to the Change of Control).

Exclusivity. With the exception (a) SHB shall not, nor shall it permit any Affiliate of the Potential TransactionSHB or any officer, during the period beginning on the date hereof and ending at the earlier director or employee of (x) 11:59pm Pacific Time on June 23, 2016any of them, or (y) notification any investment banker, attorney, accountant or other representative retained by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor SHB or any of its Representatives (as defined below) willSHB Affiliate to, directly or indirectly, solicit, encourage, initiate or engage in discussions or negotiations with, or respond to requests for information, inquiries, or other communications from, any person other than TFC concerning the fact of, or the terms and conditions of, this Agreement, or concerning any acquisition of SHB, any SHB Subsidiary, or any assets or business thereof (except that SHB officers may respond to inquiries from analysts, Regulatory Authorities and holders of SHB Capital Stock in the ordinary course of business); and SHB shall notify TFC immediately if any such discussions or negotiations are sought to be initiated with SHB by any person other than TFC or if any such requests for information, inquiries, proposals or communications are received from any person other than TFC. If, and only to the extent that, (i) agree the SHB Board reasonably determines in good faith, after consultation with its outside legal counsel, that such action would be required in order for the directors of SHB to comply with their respective fiduciary duties under applicable law in response to a bona fide, written Acquisition Proposal not solicited in violation of this Section 4.7 that the SHB Board believes is a Superior Proposal, provided, however, that no Acquisition Proposal shall be considered a Superior Proposal unless, during the three (3) day period following TFC's notification of the Superior Proposal, SHB and its advisors shall have negotiated in good faith with TFC to make adjustments in the terms and conditions of this Agreement such that the Acquisition Proposal would no longer constitute a Superior Proposal, and such negotiations fail to result in the necessary adjustments to this Agreement; and (ii) SHB provides notice to TFC of its decision to take such action in accordance with the requirements of Section 4.7(b), SHB may (1) furnish information with respect to SHB to any person making such Acquisition Proposal pursuant to a customary confidentiality agreement (as determined by SHB after consultation with its outside legal counsel) on terms substantially similar to, solicitand no less favorable to TFC than, initiatethe terms contained in any such agreement between SHB and TFC, (2) participate in discussions or knowingly encourage negotiations regarding an Acquisition Proposal and (3) authorize any expression statement or recommendation in support of interestsuch an Acquisition Proposal and withhold, offerwithdraw, proposal amend or inquiry from modify the recommendation for SHB shareholder approval of this transaction. (b) SHB shall notify TFC promptly (but in no event later than 24 hours) after receipt of any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiariesAcquisition Proposal, or any acquisition material modification of or other transfer material amendment to any Acquisition Proposal, or any request for nonpublic information relating to SHB or for access to the properties, books, or records of SHB by any material portion Person that informs the SHB Board or a member of senior management of SHB that it is considering making, or has made, an Acquisition Proposal. Such notice to TFC shall be made orally and in writing, and shall indicate the identity of the business, assets Person making the Acquisition Proposal or equity interests of QLogic and its subsidiaries, taken as a whole (intending to make or considering making an “Acquisition Proposal”), (ii) participate in any negotiations regarding, Proposal or furnish any person any requested non-public information or access to the books and records of QLogic SHB, and the material terms of any such Acquisition Proposal and any modification or amendment to such Acquisition Proposal. SHB shall keep TFC fully informed, on a current basis, of any material changes in the status and any material changes or modifications in the terms of its subsidiaries in connection with, an any such Acquisition Proposal, indication or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposalrequest. QLogic willSHB also shall promptly, and will use its reasonable best efforts to cause its Representatives toin the any event within twenty-four (24) hours, immediately cease notify TFC, orally and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, if it enters into discussions or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not negotiations concerting any Acquisition Proposal in writing. The term “Representatives” shall mean, accordance with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsSection 4.7(a).

Exclusivity. With the exception of the Potential Transaction, during the period beginning on (a) From and after the date hereof and ending at of this Agreement until the earlier Effective Time or termination of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic this Agreement pursuant to Section 4 of Article 8, the NDA that Cavium has determined not to proceed with the Potential TransactionCompany will not, QLogic nor will it authorize or permit any of its Representatives (as defined below) willofficers, directors, Affiliates or employees or any investment banker, attorney or other advisor or representative retained by it to, directly or indirectly, (i) agree to, solicit, initiateinitiate or induce the making, submission or knowingly encourage any expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer announcement of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, or access take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, (iii) engage in discussions with any person with respect to any Acquisition Proposal, except as to disclose the existence of these provisions, (iv) endorse or recommend any Acquisition Proposal, or (v) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal; provided, however, that prior to the books adoption of this Agreement by the required Company Stockholder vote, this Section 6.10(a) shall not prohibit the Company from furnishing nonpublic information regarding the Company and records its subsidiaries to, entering into a confidentiality agreement with or entering into discussions with, any person or group in response to a Superior Proposal or any offer or proposal that the Company Board reasonably determines in good faith is reasonably likely to lead to a Superior Proposal submitted by such person or group (and not withdrawn), or the Company Board from recommending that the Company Stockholders approve a Superior Proposal if (A) neither the Company nor any representative of QLogic the Company or its subsidiaries shall have violated any of the restrictions set forth in this Section 6.10, including, but not limited to, obligations under clause (i) above, (B) the Company Board concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the Company Board to comply with its fiduciary obligations to the Company Stockholders under California Law, (C) prior to furnishing any such nonpublic information to, or entering into discussions with, such person or group, the Company gives Parent written notice of the identity of such person or group and of the Company’s intention to furnish nonpublic information to, or enter into discussions with, such person or group and the Company receives from such person or group an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such person or group by or on behalf of the Company, and (D) contemporaneously with furnishing any such nonpublic information to such person or group, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent); provided, further, however, that the Company shall not consummate any transaction(s) contemplated by any Superior Proposal unless and until the Company has first terminated this Agreement pursuant to Section 8.1(i) hereof. The Company and its subsidiaries will, and will cause their respective officers, directors, Affiliates, employees, investment bankers, attorneys and other advisors and representatives to, immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding two sentences by any officer, director or employee of the Company or any of its subsidiaries in connection withor any investment banker, an Acquisition Proposal, attorney or (iii) release any third party from, other advisor or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic representative of the Company or any of its direct or indirect subsidiaries is shall be deemed to be a party breach of this Section 6.10 by the Company. (b) In addition to the obligations of the Company set forth in connection with Section 6.10(a), the Company as promptly as practicable shall advise Parent in writing of any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts Proposal or negotiations with parties of any request for nonpublic information or other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating which the Company reasonably believes could lead to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression Acquisition Proposal (to the extent known), and the identity of interestthe person or group making any such request, offer, proposal inquiry or inquiry, if not in writingAcquisition Proposal. The term “Representatives” shall meanCompany agrees to keep Parent informed on a current basis of the status and details (including any material amendments or proposed amendments) of any such request, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) inquiry or agentsAcquisition Proposal.

Exclusivity. With the exception of the Potential Transaction, during the period beginning on From the date hereof of this Agreement and ending at until the earlier of (x) 11:59pm Pacific Time the Closing Date and the date on June 23, 2016, or (y) notification by Cavium to QLogic which this Agreement is terminated pursuant to Section 4 of the NDA that Cavium has determined 8.1, Seller shall not, and shall not to proceed with the Potential Transaction, QLogic nor authorize or permit any of its Affiliates or any of its or their Representatives (as defined below) willto, directly or indirectly, (i) agree to, solicit, initiate, knowingly facilitate or knowingly encourage any expression of interestAcquisition Proposal, offer, proposal (ii) enter into discussions or inquiry from any party relating to any potential acquisition, sale, merger or consolidationnegotiations with, or tender offer provide any information to, any Person concerning a possible Acquisition Proposal or exchange offer (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Seller shall immediately cease and cause to be terminated, and shall use reasonable best efforts to cause its Affiliates and its and their respective Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection withthat could lead to, an Acquisition Proposal, Proposal and shall promptly (and in any event within two (2) Business Days after the date hereof) demand that all such Persons return or (iii) release destroy any third party from, Confidential Information provided by or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any on behalf of its direct or indirect subsidiaries is a party Seller in connection with any Acquisition Proposal. QLogic willUntil the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 8.1, Seller shall promptly (and will use in any event within two (2) Business Days after receipt thereof by Seller or its reasonable best efforts to cause its Representatives toAffiliates or Representatives) advise Purchaser orally and in writing of any Acquisition Proposal, immediately cease and cause to be terminated all contacts or negotiations any request for information with parties other than Cavium and its Representatives related respect to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal inquiry with respect to or inquiry relating which could reasonably be expected to result in an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interestrequest, offer, proposal Acquisition Proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates and the identity of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsPerson making the same.

Exclusivity. With the exception 8.1 In consideration of the Potential Transactionactions to be taken and expenses to be incurred by Adherex and the Company in furtherance of this agreement without the prior written consent of the other party (which written consent shall not be unreasonably withheld or delayed), during each of Adherex and the period beginning on Company agrees that until the Effective Time or termination of this Agreement by either party, each shall not solicit or negotiate any offer to buy, or offer to agree to sell, or sell, any of its assets or its shares (except as permitted in Article VI and other than shares issued in financing transaction approved by the Adherex Board or pursuant to the exercise of options, warrants or other rights to purchase securities outstanding as of the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 incentive stock options granted after the date hereof pursuant to Adherex’s incentive stock option plan) or any interest therein and shall not merge or enter into a business combination with or solicit or negotiate any offer to merge or enter into a business combination with or into any corporation or entity other than the other party (each such transaction being referred to as a “Proposed Acquisition Transaction”); provided, that nothing in this clause will in any way limit Adherex or the Company from responding to any proposal of any other person or dealing with (said “dealing with” shall exclude solicitation) any other person in respect of the NDA foregoing that Cavium has determined is not solicited by Adherex or the Company if in the good faith opinion of the Adherex or the Company Board and in the written opinion of such parties’ outside counsel, a failure to proceed with do so would represent a breach of fiduciary obligations of the Potential Transactiondirectors of Adherex or the Company. Each of Adherex and Company will immediately notify the other if any discussions or negotiations are sought to be initiated, QLogic nor any of its Representatives (as defined below) will, directly inquiry or indirectly, (i) agree to, solicit, initiate, or knowingly encourage any expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiariesis made, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, requested with respect to any entity, Proposed Acquisition Transaction and notify the other of the terms of any affiliates proposal which it may receive in respect of such entityProposed Acquisition Transaction, including, without limitation, the direct identity of the prospective purchaser or acquiring party. Each of Adherex and indirect subsidiaries Company shall provide the other a copy of such entityany written offer received in respect of a Proposed Acquisition Transaction. 8.2 Nothing contained in this Article VIII shall prohibit Adherex from taking and disclosing to Shareholders a position contemplated by Rule 14d-9 or 14e-2 promulgated under the Exchange Act or from making any disclosure to the Shareholders if, and such entity’s and in the good faith judgment of the Adherex Board, after consultation with outside counsel, failure to so disclose would be inconsistent with its affiliates’ directorsobligations under applicable law; provided, officershowever, employeesthat, representatives (includingsubject to the preceding paragraph, neither Adherex nor the Adherex Board nor any committee thereof shall withdraw, or propose publicly to withdraw, its position with respect to this Agreement or the Merger or approve or recommend, or propose publicly to approve or recommend, a competing proposal, without limitation, financial advisors, attorneys and accountants) or agentsproviding written notice to the other parties as soon as reasonably practicable.

Exclusivity. With Following the exception date hereof, each of the Potential TransactionSelling Shareholders agrees that it shall not, during the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor shall it permit any of its Representatives affiliates to, nor shall it authorize any equityholder, officer, director, employee, accountant, counsel, investment banker, financial advisor or other representative of such Selling Shareholder or any of their respective affiliates to, directly or indirectly, solicit, initiate or encourage (including by way of furnishing information) or take any other action to facilitate any inquiries or the making of any proposal which constitutes or may reasonably be expected to lead to, a Purchase Proposal (as defined below) will, directly from any person or indirectly, (i) agree to, solicit, initiateentity, or knowingly encourage any expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate engage in any discussions or negotiations regarding, relating thereto or furnish accept any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Purchase Proposal. QLogic willThe Selling Shareholder shall, and will use its reasonable best efforts to shall cause its Representatives affiliates and representatives to, immediately cease and cause to be terminated all contacts suspend any existing solicitation, initiation, encouragement, activity, discussion or negotiations negotiation with any parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic conducted heretofore by it or any of its Representatives receives an expression of interest, offer, proposal affiliates or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, representatives with respect to any entityPurchase Proposal or which could reasonably be expected to lead to a Purchase Proposal. For purposes of this Agreement, “Purchase Proposal” means any inquiry, proposal or offer from any person or entity (other than the Founders and their respective affiliates or representative) concerning any sale, assignment, pledge, transfer or other disposition of such entityany ownership interest, includingvoting power, without limitationor investment power in any Sale Shares. In case the Company does not make full payments to the Selling Shareholders as set forth in Schedule 2 before May 20, 2012, the direct and indirect subsidiaries exclusivity stated under Section 5 shall expire upon the choice of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsthe Selling Shareholders.

Exclusivity. With the exception of the Potential Transaction(a) Prior to January 31, during the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 232001, 2016EMI will not, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor will it permit any of its Representatives officers, directors, employees, advisors or representatives to (i) solicit, initiate or knowingly encourage the submission of or (ii) take any other action to knowingly encourage, any inquiries or the making of any proposal regarding the acquisition by a third party of any equity securities of EMI (other than options issued in the ordinary course of business) or greater than 30% of the consolidated total assets of EMI; provided, however, that this paragraph shall not prohibit EMI from (i) responding to any unsolicited requests, inquiries or proposals that it may receive from any third party, providing confidential information to such third parties, negotiating, entering into or performing definitive agreements with such third parties or recommending a transaction with such third party to its shareholders, (ii) carrying out its obligations under applicable law or rules, the English Takeover Code and the rules of any applicable securities exchange or (iii) ordinary course discussions with the investment community. EMI will notify TWI immediately upon the receipt of a Competing EMI Proposal (as defined below) will(including the material terms thereof and the identity of the Person making such Competing EMI Proposal), directly upon any determination by EMI to engage in discussions with such Person and of any change to the material terms of such Competing EMI Proposal and will keep TWI generally informed of the status of such Competing EMI Proposal; provided, however, that any such notification by EMI will be kept in strict confidence by TWI. (b) Prior to January 31, 2001, TWI will not, nor will it permit any of its officers, directors, employees, advisors or indirectly, representatives to (i) agree to, solicit, initiate, initiate or knowingly encourage the submission of or (ii) take any expression other action to knowingly encourage, any inquiries or the making of interestany proposal regarding the acquisition by a third party of greater than 30% of the consolidated total assets of the Warner Music Business; provided, offerhowever, proposal that this paragraph shall not prohibit TWI from (i) responding to any unsolicited requests, inquiries or inquiry proposals that it may receive from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”)third party, (ii) participate in carrying out its obligations under applicable law or rules, and the rules of any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, applicable securities exchange or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any ordinary course discussions with the investment community. TWI will notify EMI immediately upon the receipt of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, Competing Warner Proposal (as defined below) (including the material terms thereof and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party Person making such expression Competing Warner Proposal), upon any determination by TWI to engage in discussions with such Person and of interest, offer, proposal or inquiry, a copy any change to the initial terms of such expression of interestCompeting Warner Proposal; provided, offerhowever, proposal or inquiry, if that any such notification by TWI shall be kept in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives strict confidence by EMI. (including, without limitation, financial advisors, attorneys and accountantsc) or agents.In this letter agreement:

Exclusivity. With the exception of the Potential Transaction, during the period beginning on The Company agrees that between the date hereof of this Agreement and ending at the earlier of (x) 11:59pm Pacific Time on June 23the Closing and the termination of this Agreement, 2016the Company shall not, and shall take all action necessary to ensure that none of its Subsidiaries or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any of its their respective Affiliates and Representatives (as defined below) willshall, directly or indirectly, indirectly (ia) agree to, solicit, initiate, consider, encourage or knowingly encourage accept any expression of interest, offer, proposal or inquiry from offer than constitutes, or could reasonably be expected to lead to, a Company Acquisition Proposal or (b) participate in any party relating discussions, conversations, negotiations or other communications regarding, or furnish to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer other Person any information with respect to, QLogic or otherwise cooperate in any way, assist or participate in, facilitate or encourage the submission of, any proposal that constitutes, or could reasonably be expected to lead to, an Company Acquisition Proposal. The Company immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of its subsidiariesthe foregoing. The Company shall notify Acquiror promptly, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regardingevent within twenty-four (24) hours, or furnish orally and in writing if any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an such Company Acquisition Proposal, or (iii) any inquiry or other contact with any Person that could reasonably be expected to lead to a Company Acquisition Proposal, is made. Any such notice to Acquiror shall indicate in reasonable detail the identity of the Person making such Company Acquisition Proposal, inquiry or other contact and the terms and conditions of such Company Acquisition Proposal, inquiry or other contact. The Company shall not, and shall cause its Subsidiaries not to, release any third party Person from, or waive any provision of, any confidentiality, non-solicitation confidentiality or standstill agreement to which QLogic the Company or any of its direct or indirect subsidiaries Subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, includingparty, without limitationthe prior written consent of Acquiror. For purposes of this Agreement, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents.“

Exclusivity. With the exception of the Potential Transaction, during the period beginning on (a) From and after the date hereof of this Agreement, Company shall not, and ending at the earlier shall cause each Subsidiary and each of (x) 11:59pm Pacific Time on June 23their respective directors, 2016officers, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined employees, financial advisors, representatives and agents not to proceed with the Potential Transaction, QLogic nor any of its Representatives (as defined below) willto, directly or indirectly, (i) agree to, solicit, initiate, engage or knowingly participate in or encourage discussion or negotiations with any expression of interestPerson or entity (other than Purchaser) concerning any merger, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or sale of material assets, tender offer for, recapitalization of or exchange offer with respect to, QLogic accumulation or acquisition of securities issued by Company or any Subsidiary, proxy solicitation, other business combination involving Company or any Subsidiary or any other plan of its subsidiariesreorganization of Company or any Subsidiary (including, without limitation, any Employee Stock Ownership Plan structure) (collectively, "Alterative Transaction"), or (ii) provide any acquisition or other transfer of any material portion of non-public information concerning the business, properties or assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic Company or any Subsidiary to any Person or entity (other than to Purchaser). Company shall, and shall cause each of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives Subsidiaries to, immediately cease any and all existing activities, discussions and negotiations with any Person other than Purchaser with respect to any Alternative Transaction and the Company shall, and shall cause its Subsidiaries to, continue indefinitely the confirmation hearing for their pending reorganization and liquidation plans involving an Employee Stock Ownership Plan. Company shall immediately notify Purchaser of, and shall disclose to be terminated Purchaser all contacts details of, any inquiries, discussions or negotiations with parties other than Cavium and its Representatives related described in the first sentence of this Section 6.10. The provisions of this Section 6.10 are referred to any Acquisition Proposalin this Agreement as the "Exclusivity Provisions." (b) Notwithstanding the provisions of subsection (a) above, and if QLogic or any prior to entry of its Representatives receives an expression of interestthe Confirmation Orders, offerthe Debtors may, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted required by the Bankruptcy Code, the Bankruptcy Rules, the operation and information requirements of the Office of the United States Trustee, or any orders entered or approvals or authorizations granted by the Bankruptcy Court in the Case during the period prior to Closing (collectively, the "Bankruptcy Related Requirements"), or to the extent that the board of directors of Company determines, in good faith after consultation with outside legal counsel, that such board's fiduciary duties under applicable Governmental Rule require it to do so, participate in discussions or negotiations with, and, subject to the requirements of subsection (c) below, furnish information to any Person, entity or group after such Person, entity or group has delivered to the Debtors, in writing, an agreement existing on unsolicited bona fide offer to effect an Alternative Transaction that the date hereof board of directors of Company in its good faith judgment determines, after consultation with its independent financial advisors, would result in a transaction more favorable to the stakeholders of the Debtors from a financial point of view than the transactions contemplated hereby and for which financing, to the extent required, is then committed (or which, in the good faith judgment of the board of directors, is reasonably capable of being obtained) and which (in the good faith judgment of the board of directors) is likely to be consummated (a "Superior Proposal"). In the event the Debtors receive a Superior Proposal, nothing contained in this Agreement (but subject to the terms hereof) will prevent the board of directors of Company from approving such personSuperior Proposal or requesting authorization of such Superior Proposal from the Bankruptcy Court, include if such board determines, in good faith, after consultation with outside legal counsel, that such action is required by its fiduciary duties under applicable Governmental Rule; and in such case, the board of directors of Company may terminate this Agreement pursuant to Section 11.1(f) hereof; provided, however, that Company shall not terminate this Agreement until at least five (5) Business Days after Purchaser's receipt of a copy of such Superior Proposal. (c) Debtors shall, within one (1) Business Day of the occurrence thereof, notify Purchaser orally and in writing of the receipt of a Superior Proposal. Such notice to Purchaser shall indicate in reasonable detail the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of potential acquirer and the material terms and conditions of such expression of interestSuperior Proposal, offerto the extent known. (d) Notwithstanding anything to the contrary in this Section 6.10, proposal or inquiry, if not in writing. The term “Representatives” Company shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entitynot, and such entity’s shall cause each of its Subsidiaries not to, provide any non-public information to a third party unless: (i) Company and its affiliates’ directorsSubsidiaries provide such non-public information pursuant to a non-disclosure agreement entered into subsequent to the date hereof with terms regarding the protection of confidential information at least as restrictive as such terms in the Confidentiality Agreement or pursuant to confidentiality agreements existing on the date hereof; and (ii) such non-public information has been delivered previously or made available to Purchaser. (e) Notwithstanding anything to the contrary in this Section 6.10, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsCompany shall be permitted to continue the solicitation of expressions of interest in its international operations.

Exclusivity. With (a) Integrated Media agrees that it, prior to the exception of the Potential TransactionEffective Time, during the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any of its Representatives (as defined below) willshall not, directly or indirectly, nor shall it permit any of its subsidiaries to, nor shall it authorize or permit any director, officer, employee or agent of, or any investment banker, attorney, accountant or other advisor or representative of, Integrated Media or any of its subsidiaries (icollectively, the “Integrated Media Representatives”) agree to, directly or indirectly through another Person, solicit, initiate, encourage, induce or knowingly encourage facilitate the making, submission or announcement of any expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidationAcquisition Proposal, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any discussions or negotiations regarding, or furnish to any person Person any information with respect to, or access take any other action to facilitate any inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, or approve, endorse or recommend any Acquisition Proposal, or enter into any letter of intent, agreement in principle, acquisition agreement or other document or contract contemplating or otherwise relating to an Acquisition Proposal, provided, however, that, the foregoing shall not prohibit Integrated Media from furnishing information to or entering into discussions or negotiations with, any Person that makes an unsolicited bona fide proposal to enter into a business combination with Integrated Media pursuant to an Acquisition Proposal which the board of directors of Integrated Media (or any committee thereof considering such proposal) in good faith determines is reasonably likely to be more favorable to the books stockholders of Integrated Media than the transactions contemplated by this Agreement (a “Superior Proposal”), so long as: (i) prior to furnishing any information to, or entering into discussions or negotiations with such a Person, Integrated Media provides twenty- four (24) hours’ advance written notice to TeleChem to the effect that it is furnishing information to, or entering into substantive discussions or negotiations with, a Person from whom Integrated Media shall have received an executed confidentiality agreement in form and records substance satisfactory to TeleChem prior to furnishing such information; (ii) such notice shall include the terms and conditions of QLogic such Acquisition Proposal or any agreement proposed by, or any information supplied to, any such Person; (iii) prior to furnishing any nonpublic information to any such Person, Integrated Media furnishes such nonpublic information to TeleChem (to the extent that such nonpublic information has not been previously furnished by Integrated Media to TeleChem); (iv) neither Integrated Media nor any of its subsidiaries nor any of the Integrated Media Representatives shall have violated any of the restrictions set forth in connection withthis Section 5.07; (v) such unsolicited bona fide proposal relating to a Superior Proposal is made by a third party that the board of directors of Integrated Media (or any committee thereof considering such proposal) determines in good faith has the good faith intent to proceed with negotiations to consider such Superior Proposal; (vi) the board of directors of Integrated Media (or any committee thereof considering such proposal), after duly considering the written advice of outside legal counsel to Integrated Media, determines in good faith that such action is required for the Board of Directors of Integrated Media to comply with its fiduciary duties to stockholders imposed by applicable law; and (vii) Integrated Media keeps TeleChem informed in all material respects of the status and terms of any such negotiations or discussions (including without limitation the identity of the Person with whom such negotiations or discussions are being held) and provides TeleChem copies of such written proposals and any amendments or revisions thereto or correspondence related thereto. (b) Integrated Media shall notify TeleChem orally and in writing of the fact that it has received inquiries, offers or proposals that it reasonably believes to be bona fide with respect to an Acquisition Proposal within twenty-four (24) hours after the receipt thereof. Integrated Media will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any other Person that have been conducted heretofore with respect to a potential Acquisition Proposal. Integrated Media agrees to inform the Integrated Media Representatives of the obligations undertaken in this Section 5.07; provided, however, that nothing contained in this Agreement shall prevent the board of directors of Integrated Media from referring any third-party to this Section 5.07. (c) Integrated Media agrees not to release or (iii) permit the release of any third party Person from, or to waive or permit the waiver of any provision of, any confidentiality, non-solicitation “standstill” or standstill similar agreement to which QLogic Integrated Media or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic willparty, and will use its reasonable best efforts to cause its Representatives to, immediately cease and enforce or cause to be terminated all contacts enforced each such agreement at the request of TeleChem. (d) Except as expressly permitted by this Section 5.07, neither the board of directors of Integrated Media nor any committee thereof shall (A) withdraw, modify or negotiations change, or propose publicly to withdraw, modify or change, in a manner adverse to TeleChem, the approval by such board of directors or such committee of the board of directors, approving or taking such action with parties respect to the Merger or this Agreement, (B) approve or recommend, or propose publicly to approve or recommend, any Superior Proposal or (C) cause Integrated Media to enter into any letter of intent, agreement in principle, acquisition agreement or other than Cavium and its Representatives similar agreement (each, an “Acquisition Agreement”) related to any Acquisition Proposal. Notwithstanding the foregoing, and if QLogic in the event that the Board of Directors of Integrated Media (or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to committee thereof considering an Acquisition Proposal) determines in good faith, neither QLogic nor after consultation with outside counsel, that in light of a Superior Proposal it is necessary to do so in order to act in a manner consistent with its Representatives shall respond fiduciary duties to the stockholders of Integrated Media under applicable law, the board of directors of Integrated Media may (other than subject to acknowledge this and the following sentences) withdraw, modify or change its recommendation of the Merger, but only after twenty-four (24) hours following TeleChem’s receipt and indicate of written notice advising TeleChem that QLogic may not further respond)the board of directors of Integrated Media is prepared to do so, and QLogic only if, during such twenty-four (24) hour period, Integrated Media and its advisors shall promptly provide Cavium have negotiated in good faith with oral and written notice of TeleChem to make such expression of interest, offer, proposal or inquiry, which written notice shall, except to adjustments in the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of this Agreement as would enable TeleChem to proceed with the transactions contemplated herein on such expression adjusted terms. (e) Nothing contained in this Section 5.07 shall prohibit Integrated Media from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and/or 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the stockholders of interestIntegrated Media if, offerin the good faith judgment of the board of directors of Integrated Media, proposal or inquiryafter consultation with outside counsel, if not in writing. The term “Representatives” shall mean, failure so to disclose would be inconsistent with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsobligations under applicable law.

Exclusivity. With the exception of the Potential Transaction, during the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any of its Representatives (as defined below) will, directly or indirectly, (i) agree to, solicit, initiate, or knowingly encourage any expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will7.11.1 The Acquiror Company shall, and will use its reasonable best efforts to shall cause its Representatives toAffiliates, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives agents and advisors to, deal exclusively with the Company and its Affiliates, directors, officers, employees, agents and advisors (includingcollectively, without limitationthe “Company Representatives”) regarding the transactions contemplated hereunder, financial advisorsexcept as otherwise contemplated under this Agreement or is required under Law; and the Acquiror Company shall not (a) solicit, attorneys initiate, facilitate or knowingly encourage any Takeover Proposal or any inquiry that constitutes or would reasonably be likely to lead to a Takeover Proposal; (b) provide information or documentation to any Person other than the Company and accountantsthe Company Representatives with respect to the Acquiror Company relating to any such Takeover Proposal; (c) enter into any letter of intent, memorandum of understanding, merger agreement or agentsother agreement or understanding (whether oral or written, binding or nonbinding) relating to, or that would reasonably be expected to lead to, any Takeover Proposal except this Agreement and the other agreements contemplated by this Agreement; or (d) participate in any negotiations with, assist or facilitate in any other manner, except as otherwise required by Law, any Person other than the Company regarding a Takeover Proposal or any inquiry that constitutes or would reasonably be likely to lead to a Takeover Proposal, furnish to any Person any information or data with respect to, or otherwise cooperate with or take any action to knowingly facilitate any proposal that constitutes or would reasonably be expected to lead to any Takeover Proposal, or requires the Acquiror Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement. If the Acquiror Company receives an unsolicited inquiry, offer or proposal relating to a Takeover Proposal, the Acquiror Company shall promptly notify the Company thereof within 48 hours, including information as to the contents and terms of such inquiry, offer or proposal. 7.11.2 For the purpose of this Section 7.11, “Takeover Proposal” means, other than a transaction between or among the Company, any of its Affiliates, the Shareholders and the Acquiror Company, any proposal or offer, whether or not conditional, whether or not binding, and whether or not written, from any Person (other than the Company and its Affiliates) relating to any direct or indirect: (a) acquisition of substantially all of the assets of the Acquiror Company; (b) acquisition of, or acquisition of rights to acquire, more than 50% of the outstanding shares of Acquiror Company Common Stock; (c) acquisition of any new class of Equity Securities of the Acquiror Company which would provide, or upon conversion would provide, the holders with more than 50% of the voting power of the Acquiror Company, including the Acquiror Company Preferred Shares; (d) tender offer or exchange offer that if consummated would result in any Person beneficially owning more than 50% of the outstanding shares of the Acquiror Company Common Stock; or (e) merger, consolidation, business combination or similar transaction involving the Acquiror Company.

Exclusivity. With (a) During the exception of Interim Period, the Potential TransactionCompany shall not take, during the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor shall it permit any of its Affiliates or Representatives (as defined below) willto take, whether directly or indirectly, (i) agree any action to solicit, initiate or engage in discussions or negotiations with, or enter into any agreement with, or encourage, or provide information to, solicit, initiate, or knowingly encourage any expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic Person (other than Buyer or any of its subsidiariesAffiliates or Representatives or the party described on Schedule 9.03 (the “Specified Third Party”) or its Representatives concerning a potential transaction involving the Company and the Specified Third Party (a “Specified Third Party Transaction”)) concerning any purchase of any of the Company’s equity securities or the issuance and sale of any securities of, or membership interests in, the Company or its Subsidiaries (other than any acquisition or other transfer purchases of any material portion equity securities by the Company from employees of the businessCompany or its Subsidiaries) or any merger or sale of substantial assets involving the Company or its Subsidiaries, other than immaterial assets or equity interests assets sold in the ordinary course of QLogic business (each such acquisition transaction, but excluding the Transactions and its subsidiariesany Specified Third Party Transaction, taken as a whole (an “Acquisition ProposalTransaction”); provided, that, the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any Specified Third Party Transaction) shall not be deemed a violation of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposalthis Section 9.03(a). QLogic willThe Company shall, and will use its reasonable best efforts to shall cause its Affiliates and Representatives to, immediately cease any and cause to be terminated all contacts existing discussions or negotiations with parties other than Cavium and its Representatives related any Person conducted prior to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writingrespect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction. (b) The Company shall use commercially reasonable efforts to keep Buyer reasonably informed in a summary reasonably timely manner of any material discussions and/or developments in connection with any Specified Third Party Transaction, including the material terms and conditions of any proposed Specified Third Party Transaction and any material amendments or modifications to the terms of such expression Specified Third Party Transaction (it being understood and agreed that any changes to the purchase price of such Specified Third Party Transaction shall be deemed to be material amendments or modifications). Buyer shall keep such information confidential pursuant to the terms of the Confidentiality Agreement. (c) Notwithstanding anything to the contrary set forth in this Section 9.03, at any time prior to the Closing Date, the Company may elect to terminate this Agreement pursuant to and subject to the terms of Section 11.01(g) and Section 11.03 in order to enter into a Specified Third Party Definitive Agreement; provided, that, prior to entering into any such Specified Third Party Definitive Agreement, the Company must have delivered notice to Buyer of its intention to enter into such definitive agreement at least three (3) Business Days prior to the taking of such action by the Company. (d) During the Interim Period, Buyer shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than the Company, its shareholders or any of their Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, offerwritten or oral relating to any Business Combination (a “Business Combination Proposal”) other than with the Company, proposal its shareholders and their respective Affiliates and Representatives; provided, that, the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 9.03(d). Buyer shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or inquiry, if not in writing. The term “Representatives” shall mean, negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to any entitygive rise to or result in, any affiliates a Business Combination Proposal. (e) Each of Buyer and the Company acknowledges and agrees that, for purposes of determining whether a breach of this Section 9.03 has occurred, the actions of such entity, including, without limitation, party’s Affiliates and Representatives shall be deemed to be the direct and indirect subsidiaries actions of such entityparty, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsparty shall be responsible for any breach of this Section 9.03 by such Persons.

Exclusivity. With (a) While this Agreement remains in effect, the exception of Seller shall not, and the Potential Transaction, during the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any Seller shall require each of its Representatives (as defined below) willofficers, directors, employees, representatives and agents not to, directly or indirectly, (i) agree toinitiate, solicit, initiateencourage or otherwise facilitate any inquiry, proposal, offer or knowingly encourage discussion with any expression party (other than the Buyer) concerning any merger, reorganization, consolidation, recapitalization, business combination, liquidation, dissolution, share exchange, sale of intereststock, offersale of material assets or similar business transaction involving the Seller, (ii) furnish any non-public information concerning the business, properties or assets of the Seller to any party (other than the Buyer) or (iii) engage in discussions or negotiations with any party (other than the Buyer) concerning any such transaction. (b) The Seller shall immediately notify any party with which discussions or negotiations of the nature described in paragraph (a) above were pending that the Seller is terminating such discussions or negotiations. If the Seller receives any inquiry, proposal or inquiry offer of the nature described in paragraph (a) above, the Seller shall, within one business day after such receipt, notify the Buyer of such inquiry, proposal or offer, including the identity of the other party and the terms of such inquiry, proposal or offer. (c) Notwithstanding the foregoing, prior to obtaining the Requisite Stockholder Approval, the Seller may, to the extent required by the fiduciary obligations of its Board of Directors, as determined in good faith by the Board of Directors after consultation with outside counsel, in response to a Superior Proposal that did not result from any party relating a breach by the Seller of this Section 4.7, and subject to any potential acquisitioncompliance with Section 4.3(b), sale, merger or consolidation, or tender offer or exchange offer (i) furnish information with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of to the business, assets or equity interests of QLogic Seller to the person making such Superior Proposal and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts discussions or negotiations with parties other than Cavium and its Representatives related to such person regarding such Superior Proposal. Without limiting the foregoing, it is agreed that any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity violation of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if restrictions set forth in writing, or a summary this Section 4.7 by any representative of the material terms and conditions Seller, whether or not such person is purporting to act on behalf of such expression the Seller or otherwise, shall be deemed to be a breach of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents.this Section 4.7

Exclusivity. With the exception of the Potential Transaction(a) The Company hereby agrees that it will not, during the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor will it permit any of its Representatives (as defined below) will, directly or indirectly, (i) agree Subsidiaries to, solicitnor will it authorize or permit any officer, initiatedirector or employee of, or knowingly encourage any expression investment banker, attorney or other advisor or representative of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic it or any of its subsidiariesSubsidiaries to, solicit or initiate, or encourage the submission of, any proposal or transaction for a financing of the Company (other than draws under the Foothill Facility or project financing in the ordinary course of business consistent with past practice) or for the acquisition by a Person other than the Investor or an Affiliate of the Investor of stock or a substantial part of the assets of the Company through a merger or other business combination, stock or assets acquisition or otherwise (in any such case, an "ALTERNATIVE TRANSACTION") (or to furnish to any Person any nonpublic information concerning the business, properties or assets of the Company (other than in connection with the sale by the Company of properties designated for sale in an Approved Business Plan, as required by the Foothill Loan Documents or in connection with project financing (debt or equity) in the ordinary course of business consistent with past practice), or to otherwise facilitate any inquiries or the making of any pro- posal) prior to the Closing. In addition, the Company hereby agrees that it will, and will cause its Subsidiaries, officers, directors, employees, investment bankers, attorneys and other advisors or representatives to, terminate any other discussions or negotiations with any third party regarding any Alternative Transaction, and that the Company will not, nor will it permit any of its Subsidiaries to, nor will it authorize or permit any officer, director or employee of, or any acquisition investment banker, attorney or other transfer of any material portion advisor or representative of the businessCompany, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, Subsidiaries to have any additional discussions or (iii) release negotiations with any third party fromregarding such an Alternative Transaction prior to the Closing. (b) Notwithstanding the provisions of Section 6.6(a), prior to the Closing, to the extent required by the fiduciary obligations of the Board, as determined in good faith by the Board after receipt of the written advice of its outside counsel and financial advisor, the Company may (i) in response to an unsolicited request therefor, furnish information with respect to the Company to the requestor pursuant to a customary confidentiality agreement and discuss such information and the terms of this Section 6.6 (but not the terms of any possible Alternative Proposal) with such Person and (ii) upon receipt by the Company of an unsolicited Alternative Proposal, following delivery to the Investor of the notice required pursuant to the last two sentences of this Section 6.6(b), participate in negotiations regarding such Alternative Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any director or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic executive officer of the Company or any of its direct Subsidiaries or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic willinvestment banker, and will use its reasonable best efforts financial advisor, attorney or other advisor to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic representative of the Company or any of its Representatives receives an expression of interestSub- sidiaries, offer, proposal whether or inquiry relating not such person is purporting to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing act on the date hereof with such person, include the identity behalf of the third party making such expression Company or any of interestits Subsidiaries or otherwise, offer, proposal or inquiry, shall be deemed to be a copy breach of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents.Section 6.6

Exclusivity. With the exception of the Potential Transaction, during During the period beginning on from the date hereof and ending at of this Agreement through the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause its officers, directors, employees, agents, representatives and Affiliates (xincluding for this purpose commonly Controlled Affiliates and Subsidiaries) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any of its Representatives (as defined below) willto, directly or indirectly, (ia) agree to, solicit, initiate, seek, encourage or knowingly encourage support any expression of interest, offerinquiry, proposal or inquiry from offer from, furnish any party relating to any potential acquisition, sale, merger or consolidationinformation to, or tender offer participate in any discussions or exchange offer negotiations with, any corporation, partnership, person or other entity or group (other than Parent and its Subsidiaries and Representatives) regarding any Acquisition Proposal, (b) enter into, continue with respect or participate in any discussions or negotiations with, or provide any information to, QLogic any Person (other than Parent and its Subsidiaries and Representatives) concerning a possible Acquisition Proposal or (c) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. During the period from the date of this Agreement through the earlier of the Closing or the termination of this Agreement in accordance with its terms, upon receipt by the Company or any of its subsidiaries, or any acquisition or other transfer commonly Controlled Affiliates of any material portion of the businessoffer, assets or equity interests of QLogic and its subsidiariesproposal, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression indication of interest, offer, proposal request or inquiry relating that could reasonably be expected to lead to an Acquisition Proposal, neither QLogic nor the Company shall within one (1) Business Day (i) notify Parent of its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression Acquisition Proposal and (ii) communicate to Parent in reasonable detail the terms of interest, offer, proposal or inquiry, which any such Acquisition Proposal (including providing Parent with a written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, statement with respect to any entitynon-written Acquisition Proposal received, which statement must include the terms thereof). In addition, the Company will within one (1) Business Day advise Parent of any affiliates material modification or proposed modification to such Acquisition Proposal and any other information necessary to keep Parent informed in all material respects regarding the status and details of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsAcquisition Proposal.

Exclusivity. With the exception of the Potential Transaction, Seller agrees that during the period beginning on between the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic the Closing and the valid termination of this Agreement pursuant to Section 4 of the NDA that Cavium has determined its terms, it shall not, and shall cause its Subsidiaries, Affiliates, officers, directors, employees and other representatives not to proceed with the Potential Transaction, QLogic nor any of its Representatives (as defined below) willto, directly or indirectly, (i) agree to, solicit, initiate, or propose, knowingly encourage (including by way of furnishing information for the purposes of an Acquisition Proposal) or accept any expression of interest, offerinquiry, proposal or inquiry from any party relating offer that constitutes or would reasonably be expected to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (be an “Acquisition Proposal”), (ii) participate in any discussions, negotiations regardingor other communications with any potential acquiror or its officers, directors, employees or furnish other representatives regarding any person inquiry, proposal or offer that constitutes or would reasonably be expected to be an Acquisition Proposal (except to notify a Person that makes any inquiry, offer or proposal of the existence of the provisions of this Section 6.25), (iii) provide any material non-public information to any Person in connection with any Acquisition Proposal or access any proposal or offer that would reasonably be expected to the books and records be an Acquisition Proposal or (iv) authorize, recommend, propose or enter into any confidentiality agreement, term sheet, letter of QLogic intent, purchase agreement or other agreement regarding an Acquisition Proposal, in each case other than involving only Purchaser or any of its subsidiaries Affiliates. Seller agrees that it shall be responsible for any action or omission by any of its Subsidiaries, Affiliates, officers, directors, employees, or other representatives acting on its behalf in connection withviolation of this Section 6.25. Seller shall notify Purchaser reasonably promptly, an in writing, of any Acquisition Proposal. Any such notice to Purchaser shall indicate in reasonable detail the identity of the Person making such Acquisition Proposal and the key terms and conditions thereof. Without the prior written consent of Purchaser, Seller shall not, and shall not permit their Subsidiaries or (iii) Affiliates to, release any third party Person from, or waive any provision of, any confidentiality, non-solicitation confidentiality or standstill agreement in respect of the Business to which QLogic Seller or any of its direct Subsidiaries or indirect subsidiaries Affiliates is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsparty.

Exclusivity. With (a) During the exception of Interim Period, the Potential TransactionCompany shall not, during the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any of shall cause its Representatives (as defined below) willand Subsidiaries not to, directly or indirectly, (i) agree to, solicit, initiate, solicit or knowingly encourage (including by way of providing confidential or non-public information) any expression of interestinquiries, offer, proposal proposals or inquiry from any party relating offers that constitute or may reasonably be expected to lead to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any purchase of its subsidiaries, or any acquisition shares or other transfer Equity Securities of any the Company or material portion of the business, assets or equity interests of QLogic the Company and its subsidiariesSubsidiaries (on a consolidated basis) or any merger, taken as a whole business combination or other similar transaction of the Company or its Subsidiaries (an “Acquisition Alternative Transaction Proposal”), (ii) engage or participate in any discussions, negotiations regarding, or furnish transactions with any person third party regarding any information Alternative Transaction Proposal or access that may reasonably be expected to the books and records of QLogic or lead to any of its subsidiaries in connection with, an Acquisition such Alternative Transaction Proposal, or (iii) release enter into any third party fromagreement or deliver any agreement or instrument (including a confidentiality agreement, letter of intent, term sheet, indication of interest, indicative proposal or waive other agreement or instrument) related to any provision ofAlternative Transaction Proposal; provided that (x) the execution, any confidentiality, non-solicitation or standstill agreement delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a) and (y) nothing in this Section 8.03(a) shall be construed to which QLogic permit the Company (or any of its direct Subsidiaries) to take any action that is otherwise prohibited or indirect subsidiaries is a party in connection with any Acquisition Proposalrestricted by the terms of this Agreement (including Section 6.01). QLogic will, and will use its reasonable best efforts The Company agrees to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and promptly notify SPAC if QLogic the Company or any of its Representatives receives or Subsidiaries receive any offer or communication in respect of an expression Alternative Transaction Proposal, and will promptly communicate to SPAC in reasonable detail the terms and substance thereof, and the Company shall, and shall cause its Representatives and Subsidiaries to, cease any and all existing negotiations or discussions with any person or group of persons (other than SPAC and its Representatives) regarding an Alternative Transaction Proposal. During the Interim Period, the Company will not confidentially submit to or file with the SEC any Registration Statement on Form S-1 or F-1. (b) During the Interim Period, SPAC shall not, and shall cause its Representatives and the Sponsor not to, directly or indirectly, (i) initiate, solicit or encourage (including by way of providing confidential or non-public information) any inquiries, proposals or offers that constitute or may reasonably be expected to lead to any business combination transaction between SPAC and any other Person (other than the Company) (a “SPAC Alternative Transaction Proposal”), (ii) engage or participate in any discussions, negotiations or transactions with any third party regarding any SPAC Alternative Transaction Proposal or that may reasonably be expected to lead to any such SPAC Alternative Transaction Proposal, or (iii) enter into any agreement or deliver any agreement or instrument (including a confidentiality agreement, letter of intent, term sheet, indication of interest, offer, indicative proposal or inquiry relating other agreement or instrument) related to an Acquisition any SPAC Alternative Transaction Proposal; provided that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). SPAC agrees to promptly notify the Company if SPAC or any of its Representatives or the Sponsor receive any offer or communication in respect of a SPAC Alternative Transaction Proposal, neither QLogic nor and will promptly communicate to the Company in reasonable detail the terms and substance thereof, and SPAC shall, and shall cause its Representatives shall respond and the Sponsor to, cease any and all existing negotiations or discussions with any person or group of persons (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s Company and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountantsRepresentatives) or agentsregarding a SPAC Alternative Transaction Proposal.

Exclusivity. With From the exception of the Potential Transaction, during the period beginning on the date hereof and ending at Execution Date until the earlier of the Closing and the termination of this Agreement in accordance with its terms, Parent and Merger Sub shall not, and shall use their reasonable best efforts to cause their Representatives not to, directly or indirectly: (xi) 11:59pm Pacific Time on June 23solicit, 2016initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss (ywith a third party) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any of its Representatives (as defined below) willor negotiate, directly or indirectly, any inquiry, proposal or offer (iwritten or oral) agree with respect to a Parent Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that would reasonably be expected to lead to, solicita Parent Acquisition Proposal; (iii) enter into any Contract regarding a Parent Acquisition Proposal; (iv) prepare or take any steps in connection with an offering of any securities of either Parent of the Merger Sub (or any Affiliate or successor of either Parent of the Merger Sub), initiate, other than the issuance of shares of Parent Common Stock as Merger Consideration; or (v) knowingly facilitate or knowingly encourage any expression effort or attempt by any Person to do or seek to do any of interestthe foregoing. Parent shall (A) notify the Company promptly upon receipt of any Parent Acquisition Proposal by Parent or Merger Sub, offer, proposal or inquiry from and to describe the terms and conditions of any party relating such Parent Acquisition Proposal in reasonable detail (including the identity of any Person making such Parent Acquisition Proposal) and (B) keep the Company reasonably informed on a reasonably current basis of any modifications to any potential acquisition, sale, merger or consolidation, or tender such offer or exchange offer with respect information. Parent shall, and shall cause its Affiliates to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books shall authorize and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts to cause instruct its Representatives to, immediately cease any and cause to be terminated all contacts existing discussions or negotiations with parties other than Cavium and its Representatives related any Person conducted prior to any the Execution Date with respect to, or which is reasonably likely to give rise to or result in, a Parent Acquisition Proposal, and if QLogic or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents.

Exclusivity. With the exception of the Potential Transaction, during the period beginning on From and after the date hereof and ending at of this Agreement until the earlier of the Effective Time and termination of this Agreement in accordance with Article 9 hereof (x) 11:59pm Pacific Time on June 23the “Exclusivity Period”), 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any of its Representatives (as defined below) willCompany will not, directly or indirectly, (i) agree tothrough any of its Subsidiaries, director, officer, employee, Affiliate or agent of the Company or any of its Subsidiaries, or otherwise, take any action to solicit, initiate, seek, entertain, encourage or knowingly encourage support any expression of interest, offerinquiry, proposal or inquiry from offer from, furnish any party relating to any potential acquisition, sale, merger or consolidationinformation to, or tender offer or exchange offer with respect toparticipate in any negotiations with, QLogic any third party regarding any acquisition of the Company or any of its subsidiariesSubsidiaries, any merger or consolidation with or involving the Company or any of its Subsidiaries, or any acquisition or other transfer of any material portion of the business, stock or assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic Company or any of its subsidiaries Subsidiaries. The Company agrees that, in connection withno event, will the Company accept or enter into an Acquisition Proposalagreement concerning any such third party acquisition transaction during the Exclusivity Period. The Company will notify Parent immediately after receipt by any director or officer of the Company, or (iii) release by any Affiliate, employee or agent to which the Company has Knowledge, at any time during the Exclusivity Period of any unsolicited proposal for, or inquiry respecting, any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic acquisition transaction involving the Company or any of its direct Subsidiaries or indirect subsidiaries is a party any request for nonpublic information in connection with any Acquisition Proposal. QLogic willsuch a proposal or inquiry, and will use its reasonable best efforts or for access to cause its Representatives tothe properties, immediately cease and cause to be terminated all contacts books or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic records of the Company or any of its Representatives receives an expression Subsidiaries by any person, or entity that informs the Company or any of interestits Subsidiaries that it is considering making, offeror has made, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, a proposal or inquiry, which written . Such notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include Parent will indicate the identity of the third party person making such expression of interest, offer, the proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of inquiry but need not specify the material terms and conditions of such expression of interest, offer, proposal or inquiry. Without limiting the foregoing, if not it is understood that any violation of the restrictions set forth in writing. The term “Representatives” this Section 6.1 by any Subsidiary, director, officer, employee, Affiliate or agent of the Company or any of its Subsidiaries shall mean, with respect be deemed to any entity, any affiliates be a breach of such entity, including, without limitation, this Section 6.1 by the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsCompany.

Exclusivity. With (a) During the exception of Pre-Closing Period, the Potential TransactionCompany shall not, during the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined shall cause its Subsidiaries and its and their respective Affiliates and Representatives not to proceed with the Potential Transaction, QLogic nor any of its Representatives (as defined below) willto, directly or indirectly, (i) agree to, solicit, initiate, encourage, induce or knowingly encourage facilitate the making, submission or announcement of any expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole an Acquisition Transaction (an “Acquisition Proposal”)) or take any action that would reasonably be expected to lead to an Acquisition Proposal, (ii) participate in any negotiations regarding, or furnish any person any information or access to regarding the books and records of QLogic Company or any of its subsidiaries Subsidiaries to any Person in connection withwith or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in any discussions or negotiations with any Person with respect to a potential Acquisition Transaction or an Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal, or (iiiv) release enter into any third party fromletter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of or waive the taking of any provision of, action inconsistent with any confidentiality, non-solicitation or standstill agreement to which QLogic of the restrictions set forth in the preceding sentence by any of its Subsidiaries or any of its direct or indirect subsidiaries their respective Affiliates or Representatives, whether or not such Affiliate or Representative is purporting to act on its behalf, shall be deemed to constitute a party breach of this Section 4.4 by the Company. (b) The Company shall promptly (and in connection with no event later than forty-eight (48) hours after receipt of any Acquisition Proposal. QLogic will, any inquiry or indication of interest that could lead to an Acquisition Proposal or any request for nonpublic information) advise Parent in writing of any Acquisition Proposal, any inquiry or indication of interest that could lead to an Acquisition Proposal (including the identity of the Person making or submitting such Acquisition Proposal, inquiry or indication of interest, and will use its reasonable best efforts the material terms thereof) that is made or submitted by any Person during the Pre-Closing Period. The Company shall keep Parent reasonably informed with respect to the status of any such Acquisition Proposal, inquiry or indication of interest and any modification or proposed modification thereto. Promptly following the execution and delivery of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective Affiliates and Representatives to, immediately cease and cause to be terminated all contacts or negotiations any existing discussions with parties any Person (other than Cavium Parent and its Representatives related Affiliates and Representatives) that relate to any Acquisition Proposal, and if QLogic Proposal or any of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an potential Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents.

Exclusivity. With (a) During the exception of Interim Period, the Potential TransactionCompany shall not, during the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any of shall cause its Representatives (as defined below) willand Subsidiaries not to, directly or indirectly, (i) agree to, solicit, initiate, solicit or knowingly encourage (including by way of providing confidential or non-public information) any expression of interestinquiries, offer, proposal proposals or inquiry from any party relating offers that constitute or may reasonably be expected to lead to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any purchase of its subsidiaries, or any acquisition shares or other transfer Equity Securities of any the Company or material portion of the business, assets or equity interests of QLogic the Company and its subsidiariesSubsidiaries (on a consolidated basis) or any merger, taken as a whole business combination or other similar transaction of the Company or its Subsidiaries (an “Acquisition Alternative Transaction Proposal”), (ii) engage or participate in any discussions, negotiations regarding, or furnish transactions with any person third party regarding any information Alternative Transaction Proposal or access that may reasonably be expected to the books and records of QLogic or lead to any of its subsidiaries in connection with, an Acquisition such Alternative Transaction Proposal, or (iii) release enter into any third party fromagreement or deliver any agreement or instrument (including a confidentiality agreement, letter of intent, term sheet, indication of interest, indicative proposal or waive other agreement or instrument) related to any provision ofAlternative Transaction Proposal; provided that (x) the execution, any confidentiality, non-solicitation or standstill agreement delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a) and (y) nothing in this Section 8.03(a) shall be construed to which QLogic permit the Company (or any of its direct Subsidiaries) to take any action that is otherwise prohibited or indirect subsidiaries is a party in connection with any Acquisition Proposalrestricted by the terms of this Agreement (including Section 6.01). QLogic will, and will use its reasonable best efforts The Company agrees to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and promptly notify SPAC if QLogic the Company or any of its Representatives receives or Subsidiaries receive any offer or communication in respect of an expression Alternative Transaction Proposal, and will promptly communicate to SPAC in reasonable detail the terms and substance thereof, and the Company shall, and shall cause its Representatives and Subsidiaries to, cease any and all existing negotiations or discussions with any person or group of persons (other than SPAC and its Representatives) regarding an Alternative Transaction Proposal. During the Interim Period, the Company will not confidentially submit to or file with the SEC any Registration Statement on Form S-1 or F-1. (b) During the Interim Period, SPAC shall not, and shall cause its Representatives and the Sponsor not to, directly or indirectly, (i) initiate, solicit or encourage (including by way of providing confidential or non-public information) any inquiries, proposals or offers that constitute or may reasonably be expected to lead to any business combination transaction between SPAC and any other Person (other than the Company) (a “SPAC Alternative Transaction Proposal”), (ii) engage or participate in any discussions, negotiations or transactions with any third party regarding any SPAC Alternative Transaction Proposal or that may reasonably be expected to lead to any such SPAC Alternative Transaction Proposal, or (iii) enter into any agreement or deliver any agreement or instrument (including a confidentiality agreement, letter of intent, term sheet, indication of interest, offer, indicative proposal or inquiry relating other agreement or instrument) related to an Acquisition any SPAC Alternative Transaction Proposal; provided that the execution, neither QLogic nor its Representatives shall respond (delivery and performance of this Agreement and the other than to acknowledge receipt Transaction Agreements and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity consummation of the third party making such expression Transactions shall not be deemed a violation of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsthis Section 8.03(b).

Exclusivity. With the exception of the Potential Transaction, during the period beginning on the date hereof The Company shall (and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any shall cause each of its Representatives to) negotiate exclusively with ▇▇▇▇ with respect to the Transaction and shall not (as defined below) willand shall cause each of its Representatives not to), directly directly, indirectly or indirectlyotherwise, from the date this letter is fully executed until March 2, 2011 (the “Exclusivity Period”): (i) agree todisclose that discussions or negotiations may take or are taking place concerning a possible Transaction or any of the terms, conditions or other facts with respect to any possible Transaction, including, without limitation, the status thereof, the fact that confidential information has been made available to Ares, or the fact that this letter agreement has been executed or the contents hereof; provided, that nothing in this letter agreement shall prevent the Company from making any disclosure required by law, legal process, regulation, or regulatory or self-regulatory authority as advised by outside counsel; and, to the extent practicable, the Company will make reasonable efforts to consult with ▇▇▇▇ as to the nature of such disclosure Ares Management · 2000 Avenue of the Stars · Suite 1200 · Los Angeles, CA 90067 · (▇▇▇) ▇▇▇-▇▇▇▇ prior to making any such disclosure; (ii) solicit, initiateinitiate or encourage the submission of any proposal, or knowingly encourage any expression indication of interest, offer, proposal offer or inquiry from regarding any party relating to any (a) potential acquisitionbusiness combination or merger with, salesale of capital stock or securities of or by, merger or consolidationinvestment in, or tender offer or exchange offer with respect toany similar transaction with, QLogic the Company or any of its subsidiaries, ; (b) sale of all or any acquisition or other transfer of any material portion substantial part of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic Company or any of its subsidiaries other than in the ordinary course of business, consistent with past practice; (c) refinancing, restructuring or recapitalization of the Company or any of its subsidiaries or (d) other transaction inconsistent with the Transaction (collectively, a “Business Combination Proposal”); (iii) recommend, propose, or enter into any commitment, agreement, agreement in principle or other understanding (whether or not legally binding) relating to or with respect to, a Business Combination Proposal; (iv) participate in any discussions or negotiations with any person regarding, or furnish or make available to any other person any information with respect to, or provide any person with access to the Company or its Representatives in connection with, an Acquisition Proposalor otherwise cooperate in any way with, or (iii) release any third party fromassist or participate in, facilitate or waive any provision ofencourage, any confidentialityeffort or attempt by any person to pursue, non-solicitation propose or standstill agreement effect any Business Combination Proposal; or (v) otherwise take any action reasonably expected to which QLogic or any frustrate the consummation of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic willthe Transaction, The Company shall, and will use its reasonable best efforts to shall cause its Representatives to, (a) immediately cease and cause to be terminated terminate all contacts existing discussions or negotiations with parties other than Cavium and its Representatives related respect to any Acquisition Proposal, Business Combination Proposal and if QLogic or (b) promptly (but in any event within 24 hours) notify Ares orally and in writing of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium any contacts regarding any Business Combination Proposal with oral and written notice of such expression of interest, offer, proposal or inquirya third party during the Exclusivity Period, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, shall include the identity of the third party making and the material terms of any such expression Business Combination Proposal (including type and amount of interestconsideration), offer, proposal or inquiry, and provide ▇▇▇▇ with a copy of such expression of interestall written documents received from a third party relating to a Business Combination Proposal; provided, offer, proposal or inquiry, if in writing, or a summary of that the material terms and conditions of such expression of interest, offer, proposal or inquiry, if Company shall not in writing. The term “Representatives” shall mean, with respect be obligated to violate any entity, any affiliates of such entity, including, without limitation, confidentiality agreement executed prior to the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsdate hereof.

Exclusivity. With the exception of the Potential Transaction, during the period beginning on (a) From and after the date hereof through and ending at including the Closing Date or the earlier termination of (x) 11:59pm Pacific Time on June 23this Agreement, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined Companies will not to proceed with the Potential Transaction, QLogic nor any of its Representatives (as defined below) will, directly or indirectly, (i) agree to, solicit, initiate, or knowingly encourage the submission of any expression of interest, offer, proposal or inquiry offer from any party Person relating to the acquisition of all or substantially all of the capital stock or assets of either Company, including any potential acquisitionacquisition structured as a merger, sale, merger or consolidation, or tender offer share exchange (an "Acquisition Proposal"), and will cease negotiations with respect to any Acquisition Proposals. Notwithstanding the foregoing, Barrier and its directors and officers will remain free to participate in any discussions or exchange offer negotiations regarding, furnish any information with respect to, QLogic assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing to the extent Barrier's Board of Directors concludes in good faith, after having taken into account the advice of its subsidiariesoutside legal counsel, or any acquisition or other transfer of any material portion that the fiduciary duties of the businessdirectors or officers, assets or equity interests of QLogic and its subsidiariesas applicable, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books shareholders of Barrier require them to do so; provided, that, the directors and records of QLogic or officers shall not take any of its subsidiaries in connection withthe foregoing actions without having given at least three (3) Business Days' advance written notice to Parent. In addition, if any director or officer receives an Acquisition Proposal, Barrier shall promptly inform Parent in writing of the material terms of such proposal and the identity of the Person (or group) making it. (iiib) release It is understood that any third party fromviolation of the restrictions set forth in this Section 5.7 by any director or officer of the Companies or by any investment banker, financial adviser, attorney, accountant, or waive any provision of, any confidentiality, non-solicitation other representative of the Companies shall be deemed to be a breach of this Section 5.7 by the Companies. (c) In the event that an Acquisition Proposal shall have been made known to Barrier or standstill agreement shall have been made directly to which QLogic its shareholders generally or any of its direct Person shall have announced an intention (whether or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic will, and will use its reasonable best efforts not conditional) to cause its Representatives to, immediately cease and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any make an Acquisition Proposal, and if QLogic or thereafter this Agreement is terminated by Barrier for any reason and an Acquisition Proposal is consummated within eighteen (18) months of its Representatives receives an expression such termination, then Barrier shall pay to Parent, upon the consummation of interest, offer, proposal or inquiry relating to an such Acquisition Proposal, neither QLogic nor its Representatives a termination fee equal to $1,000,000 in cash; provided that this Section 5.7(c) shall respond (other than not apply if this Agreement is terminated pursuant to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity Section 7.1(d) following a vote of the third party making Shareholders to approve this Agreement and the Merger in which each director of Barrier who is a Shareholder votes his or her Barrier Shares (and any Barrier Shares owned by entities controlled by such expression director) in favor of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of this Agreement and the material terms and conditions of such expression of interest, offer, proposal or inquiry, if Merger but the Requisite Shareholder Approval is not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agentsobtained.

Exclusivity. With the exception of the Potential Transaction, during the period beginning on the date hereof and ending at the earlier of (x) 11:59pm Pacific Time on June 23, 2016, or (y) notification by Cavium to QLogic pursuant to Section 4 of the NDA that Cavium has determined not to proceed with the Potential Transaction, QLogic nor any of its Representatives (as defined below) will, directly or indirectly, (i) agree to, solicit, initiate, or knowingly encourage any expression of interest, offer, proposal or inquiry from any party relating to any potential acquisition, sale, merger or consolidation, or tender offer or exchange offer with respect to, QLogic or any of its subsidiaries, or any acquisition or other transfer of any material portion of the business, assets or equity interests of QLogic and its subsidiaries, taken as a whole (an “Acquisition Proposal”), (ii) participate in any negotiations regarding, or furnish any person any information or access to the books and records of QLogic or any of its subsidiaries in connection with, an Acquisition Proposal, or (iii) release any third party from, or waive any provision of, any confidentiality, non-solicitation or standstill agreement to which QLogic or any of its direct or indirect subsidiaries is a party in connection with any Acquisition Proposal. QLogic willEach Seller shall not, and will shall use its commercially reasonable best efforts to cause its Representatives to, immediately cease Subsidiaries and cause to be terminated all contacts or negotiations with parties other than Cavium and its Representatives related to any Acquisition Proposal, and if QLogic or any each of its Representatives receives an expression of interest, offer, proposal or inquiry relating to an Acquisition Proposal, neither QLogic nor its Representatives shall respond (other than to acknowledge receipt and indicate that QLogic may not further respond), and QLogic shall promptly provide Cavium with oral and written notice of such expression of interest, offer, proposal or inquiry, which written notice shall, except to the extent restricted by an agreement existing on the date hereof with such person, include the identity of the third party making such expression of interest, offer, proposal or inquiry, a copy of such expression of interest, offer, proposal or inquiry, if in writing, or a summary of the material terms and conditions of such expression of interest, offer, proposal or inquiry, if not in writing. The term “Representatives” shall mean, with respect to any entity, any affiliates of such entity, including, without limitation, the direct and indirect subsidiaries of such entity, and such entity’s and its affiliates’ directors, officers, employees, representatives and agents not to, directly or indirectly, encourage, solicit or initiate any proposal or offer from any person or entity (other than the Buyer or an affiliate, associate, representative or agent of the Buyer) concerning any merger, consolidation, sale of material assets, tender offer, recapitalization, accumulation of shares of stock of any Seller, proxy solicitation or other business combination involving Seller or any Subsidiary or any division of any Seller or any Subsidiary or any of their respective businesses relating to the Acquired Assets and the Assigned Contracts and Leases (an "Alternative Proposal"), or (a) agree to, endorse or take any other action to facilitate an Alternative Proposal unless such Alternative Proposal has been approved by the Bankruptcy Court pursuant to the Section 363 sale process contemplated by this Agreement or (b) provide any non-public information concerning the business, properties or assets of any Seller to any person or entity (other than the Buyer); PROVIDED, HOWEVER, that the Sellers shall not be prohibited from giving notice or providing information, including non-public information, to any persons who may seek to make a proposal as part of the Section 363 sale process contemplated by this Agreement (the "Exclusivity Provision"); PROVIDED, HOWEVER, that notwithstanding the foregoing, the Sellers shall be entitled to give such notice of whatever buyer protections and/or bidding procedures order as the Bankruptcy Court requires to respond to and discuss any Alternative Proposal, to provide information, including due diligence materials and negotiate and discuss any Alternative Proposal. The Sellers shall immediately notify the Buyer of, and shall disclose to the Buyer a reasonably detailed description of any inquiries received by any Seller or any of its agents or representatives (including, without limitation, financial advisorsthe date of such inquiry, attorneys the identity of the inquirer and accountantsthe status of such inquiry) with respect to the acquisition of any of the Acquired Assets and the Sellers shall provide the Buyer with copies of any written proposals and a description of any verbal proposals which are received by Sellers or agentsany of its agents or representatives. Nothing in this Section 4.7 shall require the divulgence of the identity of any third party making an Alternative Proposal in violation of any Confidential Agreement with such third party.