FORM OF SECOND AMENDED AND RESTATED SHAREHOLDER AGREEMENT among Avago Technologies Limited, Silver Lake Partners II Cayman, L.P., Silver Lake Technology Investors II Cayman, L.P. Integral Capital Partners VII, L.P. KKR Millennium Fund (Overseas),...Shareholder Agreement • July 21st, 2009 • Avago Technologies LTD • Semiconductors & related devices
Parties not executing this Agreement but which are parties to the Amended Agreement and therefore bound by the provisions hereof are the following:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 21st, 2009 • Avago Technologies LTD • Semiconductors & related devices • California
This Amended and Restated Employment Agreement (this “Agreement”) is entered into as of July 17, 2009 (the “Effective Date”) by and between Fariba Danesh (the “Executive”) and Avago Technologies U.S. Inc. (the “Employer”), a wholly-owned subsidiary of Avago Technologies Limited (“Parent”, and together with the Employer, the “Company”). This Agreement amends and restates in its entirety that certain Employment Agreement entered into effective as of November 1, 2007 by and between the Executive and the Company (the “Prior Agreement”). This Agreement supersedes the Prior Agreement and any other agreement or policy to which the Company is a party with respect to Executive’s employment with the Company. Notwithstanding the foregoing, Executive’s Confidentiality Agreement remains in full effect.
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 21st, 2009 • Avago Technologies LTD • Semiconductors & related devices
This Amendment No. 2 to Asset Purchase Agreement (this “Amendment”), is dated as of January 21, 2009 (the “Amendment Effective Date”) by and among Avago Technologies Limited, a company organized under the laws of Singapore (“Seller Parent”), Avago Technologies General IP (Singapore) Pte. Ltd., a company organized under the laws of Singapore (“Seller”), and Lite-On Technology Corporation, a Taiwan corporation (“Purchaser”) (each, a “Party” and collectively, the “Parties”).
ASSET PURCHASE AGREEMENT regarding the Bulk Acoustic Wave Filter Business of INFINEON TECHNOLOGIES AG dated as of June 25, 2008Asset Purchase Agreement • July 21st, 2009 • Avago Technologies LTD • Semiconductors & related devices
WHEREAS, Seller, among other activities, is engaged in the development, production, marketing and sale of bulk acoustic wave filters or bulk acoustic wave resonators using wafer level packaging (hereinafter the “Business”).
Re: Employment OfferAvago Technologies LTD • July 21st, 2009 • Semiconductors & related devices • California
You and Avago Technologies Limited (the “Company”) are parties to that certain offer letter agreement dated as of March 28, 2006 (the “Prior Agreement”), which sets forth, among other things, the terms of your employment with the Company. This letter agreement (this “Agreement”) amends and restates the Prior Agreement in its entirety. This Agreement supersedes the Prior Agreement and any other agreement or policy to which the Company is a party with respect to your employment with the Company. Notwithstanding the foregoing, your Agreement Regarding Confidential Information and Proprietary Developments (the “Confidentiality Agreement”) remains in full effect. You may accept this Agreement by signing and returning a copy of this Agreement to the Company as provided below.
ASSET PURCHASE AGREEMENT by and among AVAGO TECHNOLOGIES LIMITED, AVAGO TECHNOLOGIES GENERAL IP (SINGAPORE) PTE. LTD., OTHER SELLERS and LITE-ON TECHNOLOGY CORPORATION Dated as of October 31, 2007Asset Purchase Agreement • July 21st, 2009 • Avago Technologies LTD • Semiconductors & related devices
This Asset Purchase Agreement is dated as of October 31, 2007 (the “Agreement”), by and among Avago Technologies Limited, a company organized under the laws of Singapore (“Seller Parent”), Avago Technologies General IP (Singapore) Pte. Ltd., a company organized under the laws of Singapore (“Seller”), each Subsidiary of Seller Parent that executes a joinder to this Agreement pursuant to Section 6.7 hereof (together with Seller and Seller Parent, the “Seller Parties”), and Lite-On Technology Corporation, a Taiwan corporation (“Purchaser”) (each, a “Party” and collectively, the “Parties”).
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 21st, 2009 • Avago Technologies LTD • Semiconductors & related devices • California
This Manufacturing Trademark License Agreement (“License”) is effective as of the Closing Date (as defined in the APA), between Agilent Technologies, Inc., a Delaware corporation (“Seller”), and Avago Technologies General IP (Singapore) Pte. Ltd. (Company Registration No. 200512340D), a Singapore private limited company (“Purchaser”). Purchaser is a Subsidiary of Avago Technologies Limited, a Singapore public limited company (f/k/a Argos Acquisition Pte. Ltd., a Singapore corporation) (“Avago”).
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT AND NON-COMPETITION AGREEMENTAsset Purchase Agreement And • July 21st, 2009 • Avago Technologies LTD • Semiconductors & related devices
This Amendment No. 1 to Asset Purchase Agreement and Non-Competition Agreement (this “Amendment”), is dated as of January 8, 2008 (the “Amendment Effective Date”) by and among Avago Technologies Limited, a company organized under the laws of Singapore (“Seller Parent”), Avago Technologies General IP (Singapore) Pte. Ltd., a company organized under the laws of Singapore (“Seller”), and Lite-On Technology Corporation, a Taiwan corporation (“Purchaser”) (each, a “Party” and collectively, the “Parties”).
PURCHASE AND SALE AGREEMENT by and among AVAGO TECHNOLOGIES LIMITED, AVAGO TECHNOLOGIES IMAGING HOLDING (LABUAN) CORPORATION, AVAGO TECHNOLOGIES SENSOR (U.S.A.) INC., OTHER SELLERS and MICRON TECHNOLOGY, INC. Dated as of November 17, 2006Purchase and Sale Agreement • July 21st, 2009 • Avago Technologies LTD • Semiconductors & related devices • Delaware
This Purchase and Sale Agreement is dated as of November 17, 2006 (the “Agreement”), by and among Avago Technologies Limited, a company organized under the laws of Singapore (“Seller Parent”), Avago Technologies Imaging Holding (Labuan) Corporation, a company organized under the laws of Labuan (“Seller”), Avago Technologies Sensor (U.S.A.) Inc., a Delaware corporation (“U.S. R&D”), each Subsidiary of Seller Parent that executes a joinder to this Agreement pursuant to Section 6.8(b) hereof (together with Seller, Seller Parent and U.S. R&D, the “Seller Parties”), and Micron Technology, Inc., a Delaware corporation (“Purchaser”) (each, a “Party” and collectively, the “Parties”).
