Page 11 of 21 – SEC Filing
SUPPORT AGREEMENT
This Support Agreement (this Agreement) is entered into as of March 28, 2017 by and among MaxLinear, Inc., a Delaware
corporation (Parent), Eagle Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub), and the person listed as a stockholder of Exar Corporation, a Delaware
corporation (the Company), on the signature page hereto (the Stockholder).
RECITALS
WHEREAS, concurrently with the execution and delivery of this Agreement, the Company, Merger Sub and Parent are entering into an Agreement and
Plan of Merger dated as of the date hereof (as the same may be amended or supplemented, the Merger Agreement), which provides, among other things, for Merger Sub to commence a tender offer (the Offer) to acquire
all of the outstanding shares of the Company at a price of Thirteen Dollars and zero cents ($13.00) per share of the Company, net to the holder thereof in cash, without interest (such amount being hereinafter referred to as the Offer
Price), and following the completion of the Offer, the merger of Merger Sub with and into the Company (the Merger), with the Company continuing as the surviving corporation and becoming a wholly-owned subsidiary of
Parent, all on the terms and subject to the conditions set forth in the Merger Agreement. Capitalized terms used herein that are not defined shall have the meanings set forth in the Merger Agreement.
WHEREAS, the Stockholder is the record and beneficial owner of the number of shares of Company Common Stock set forth on Exhibit A hereto
(such shares, as they may be adjusted by stock dividend, stock split, recapitalization, combination or exchange of shares, merger, consolidation, reorganization or other change or transaction of or by the Company, together with securities of the
Company for which Stockholder has beneficial ownership, as that term is defined in Rule 13d-3 under the Exchange Act, and shares that may be acquired after the date hereof, including upon vesting
of any restricted stock units on Company Common Stock held by the Stockholder or upon the exercise of any options to acquire Company Common Stock by the Stockholder, are collectively referred to herein as the Shares).
WHEREAS, as an inducement and a condition to the willingness of Parent and Merger Sub to enter into the Merger Agreement, and in consideration
of the substantial expenses incurred and to be incurred by them in connection therewith, the Stockholder has agreed to enter into, be legally bound by and perform this Agreement pursuant to which the Stockholder agrees to tender its Shares into the
Offer and to take (and refrain from taking) certain other actions in connection with the transactions contemplated by the Merger Agreement.
AGREEMENTS
In
consideration of the recitals and the representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:
1.1 Tender Agreements.
(a) Agreement to Tender Shares in Offer. Unless this Agreement shall have been terminated
pursuant to the terms hereof or the Offer is terminated in accordance with the terms of the Merger Agreement, the Stockholder hereby agrees that such Stockholder shall validly tender (and deliver any certificates evidencing, or an appropriate
affidavit of lost certificate with respect thereto, to
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