Common use of REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE PURCHASER Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE PURCHASER. 22 4.1 Representations and Warranties of the Parent and the Purchaser 22 4.2 Survival of Representations and Warranties of the Parent and the Purchaser 22 ARTICLE V COVENANTS OF COMPANY, THE PARENT AND THE PURCHASER 22 Table of Contents (continued) Page 5.1 Interim Covenants of the Company 22 5.2 Pre-Acquisition Reorganization 26 5.3 Covenants Regarding the Performance of Obligations 28 5.4 Mutual Covenants 29 5.5 Securityholder Communications 31 5.6 Privacy 31 ARTICLE VI CONDITIONS 32 6.1 Mutual Conditions Precedent 32 6.2 Additional Conditions Precedent to the Obligations of the Parent and the Purchaser 32 6.3 Additional Conditions Precedent to the Obligations of the Company 33 6.4 Satisfaction of Conditions 34 ARTICLE VII ADDITIONAL AGREEMENTS 34 7.1 Notice and Cure Provisions 34 7.2 Non-Solicitation, Superior Proposal, Right to Match 35 7.3 Expense Reimbursement and Termination Payment 39 7.4 Information Rights 41 7.5 Shareholder Claims 41 7.6 Benefit Plans 41 7.7 Materials Transfer Agreement 42 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER 42 8.1 Termination 42 8.2 Effect of Termination 43 8.3 Waiver 44 ARTICLE IX GENERAL PROVISIONS 44

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE PURCHASER. 22 18 4.1 Representations and Warranties of the Parent and the Purchaser 22 18 4.2 Survival of Representations and Warranties of the Parent and the Purchaser 22 ARTICLE 19 Article V COVENANTS OF COMPANY, THE PARENT AND THE PURCHASER 22 Table of Contents (continued) Page 19 5.1 Interim Covenants of the Company Regarding the Conduct of Business 19 5.2 Reorganization 22 5.2 Pre-Acquisition Reorganization 26 5.3 Covenants of the Company Regarding the Performance of Obligations 28 23 5.4 Covenants of the Parent regarding the Performance of Obligations 24 5.5 Mutual Covenants 29 5.5 Securityholder 26 5.6 Public Communications 31 5.6 Privacy 31 ARTICLE 27 Article VI CONDITIONS 32 28 6.1 Mutual Conditions Precedent 32 28 6.2 Additional Conditions Precedent to the Obligations of the Parent and the Purchaser 32 28 6.3 Additional Conditions Precedent to the Obligations of the Company 33 29 6.4 Satisfaction of Conditions 34 ARTICLE 30 TABLE OF CONTENTS (continued) Page Article VII ADDITIONAL AGREEMENTS 34 30 7.1 Notice and Cure Provisions 34 30 7.2 Non-Solicitation, Superior Proposal, Right Solicitation 30 7.3 Termination Fee 33 7.4 Access to Match Information; Confidentiality Agreement 34 7.5 Interim Period Consents 35 7.3 Expense Reimbursement 7.6 Employee Matters 35 7.7 Indemnification and Termination Payment 39 7.4 Information Rights 41 7.5 Shareholder Claims 41 7.6 Benefit Plans 41 7.7 Materials Transfer Agreement 42 ARTICLE Insurance 35 7.8 Assistance with Purchaser Financing 37 Article VIII TERMINATION, AMENDMENT AND WAIVER 42 39 8.1 Termination 42 39 8.2 Effect of Termination 43 40 8.3 Waiver 44 ARTICLE 40 Article IX GENERAL PROVISIONS 4441 9.1 Notices 41 9.2 Governing Law; Jurisdiction; Service of Process 42 9.3 Injunctive Relief and Specific Performance 42 9.4 Time of Essence 43 9.5 Entire Agreement, Binding Effect and Assignment 43 9.6 Severability 43 9.7 No Third Party Beneficiaries 43 9.8 Rules of Construction 44 9.9 No Liability 44 9.10 Counterparts, Execution 44 9.11 Amendments 44 ARRANGEMENT AGREEMENT THIS ARRANGEMENT AGREEMENT (this "Agreement") dated as of January 23, 2012, BETWEEN: SEMTECH CORPORATION, a corporation existing under the laws of the State of Delaware (the "Parent") SEMTECH CANADA INC., a corporation existing under the laws of the Province of Ontario (the "Purchaser") GENNUM CORPORATION, a corporation existing under the laws of the Province of Ontario (the "Company")