UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA SOUTHERN DIVISION

Transcription

1 MA Case :-cv-00-jvs-pjw Document - Filed 0// Page of Page ID #:0 0 UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA SOUTHERN DIVISION IN RE BROADCOM CORPORATION STOCKHOLDER LITIGATION THIS DOCUMENT RELATES TO: ALL ACTIONS Lead Case No. SA CV 00 JVS (PJWx) CLASS ACTION MASTER FILE STIPULATION AND AGREEMENT OF COMPROMISE AND SETTLEMENT Hon. James V. Selna Lead Case No. SA CV 00 JVS (PJWx)

2 Case :-cv-00-jvs-pjw Document - Filed 0// Page of Page ID #:0 0 This Stipulation and Agreement of Compromise and Settlement (the Settlement Agreement or the Stipulation ), which is made and entered into among the Parties, as defined herein, by and through their counsel of record in the above-captioned action and in related state court proceedings (collectively, the Litigation ), states all of the terms of the settlement and resolution of this matter. The Stipulation is intended by the Parties to fully and finally compromise, resolve, discharge and settle the Released Claims, as defined herein, subject to the approval of the United States District Court for the Central District of California (the Court ). WHEREAS, on May,, Broadcom Corporation, a California corporation ( Broadcom, or the Company ) and Avago Technologies Limited, a public limited company formed under the laws of Singapore ( Avago ) announced entry into an Agreement and Plan of Merger, pursuant to which Avago would acquire Broadcom in a cash and stock transaction (the Transaction ) in which the Company s stockholders would have the ability to elect to receive, for each Broadcom share held: (i) $.0 in cash; (ii) 0. ordinary shares in a newly formed Singapore holding company ( HoldCo ); or (iii) a restricted equity security that was designed to be the economic equivalent of 0. ordinary shares of HoldCo that will not be transferable or saleable for a period of one year or two years after closing ( Restricted Exchangeable Units ). WHEREAS, the shareholder election was subject to a proration mechanism, whereby the aggregate consideration paid in the Transaction would be 0% cash and 0% equity. WHEREAS, beginning on June,, eight substantially similar lawsuits relating to the Transaction were filed in Orange County Superior Court and one action was filed in Santa Clara County Superior Court (collectively, the State Actions ). The State Actions include the following: Lead Case No. SA CV 00 JVS (PJWx)

3 Case :-cv-00-jvs-pjw Document - Filed 0// Page of Page ID #:0 0 a. Xu v. Broadcom Corp. et al., No CU-SL-CXC (filed June, in Orange County Superior Court); b. Freed v. Broadcom Corp. et al., No CU-SL-CXC (filed June, in Orange County Superior Court); c. New Jersey Building Laborers Statewide Pension Fund v. Samueli et al., No CU-SL-CXC (filed June, in Orange County Superior Court); d. Yiu v. Broadcom Corp. et al., No CU-SL-CXC (filed June, in Orange County Superior Court); e. Jew v. Broadcom Corp. et al., No. --CV- (filed June, in Santa Clara County Superior Court); f. Yassian v. McGregor et al., No CU-SL-CXC (filed June, in Orange County Superior Court, voluntary dismissal filed on August, and granted on September, ); g. Seafarers Pension Plan v. Samueli et al., No CU-SL-CXC (filed June, in Orange County Superior Court); h. Engel v. Broadcom Corp. et al., No CU-SL-CXC (filed July, in Orange County Superior Court); and i. William Yiu and Dean Crombie, et al., v. Broadcom Corp. et al., Case No CU-BT-CXC (filed in the Superior Court of Orange County on June,, voluntarily dismissed on June, ). Lead Case No. SA CV 00 JVS (PJWx)

4 Case :-cv-00-jvs-pjw Document - Filed 0// Page of Page ID #:0 0 WHEREAS, on June,, Broadcom filed a Petition for Coordination of the State Actions with the Judicial Council of California. Plaintiffs in five of the State Actions led by Cohen Milstein Sellers & Toll PLLC and Wolf Haldenstein Adler Freeman & Herz LLP submitted a response in support of Broadcom s Petition on August,, recommending that the cases be coordinated in Orange County. WHEREAS, on June,, Plaintiffs Robert Wytas and Dean Crombie filed a Complaint for Breach of Fiduciary Duty in this Court at Case No. -CV-00 JVS (PJWx) (the Wytas Action ). On September,, Wytas and Crombie filed an Amended Complaint for Violation of Federal Securities Laws and Breach of Fiduciary Duty. WHEREAS, on June 0,, certain plaintiffs in the State Actions, the New Jersey Building Laborers Statewide Pension Fund and Seafarers Pension Plan (the State Plaintiffs ) moved to consolidate the State Actions. WHEREAS, on July,, the Orange County Superior Court issued an order staying the State Actions. On July 0, the Orange County Superior Court issued a supplemental order staying the State Actions. WHEREAS, on August,, the Orange County Superior Court issued an order coordinating and consolidating the State Actions, which became the Broadcom Shareholder Cases, Judicial Council Coordination Proceeding No.. WHEREAS, on August,, Plaintiff Farshid Yassian and Farshid Yassian, as custodian for Remy Yassian and Ryan Yassian, filed a Complaint for Breach of Fiduciary Duties and Violation of the Federal Securities Laws in this Court at Case No. -CV-00 JVS (PJWx) (the Yassian Action ). WHEREAS, the State Actions, the Wytas Action and the Yassian Action named as defendants, among other parties, Broadcom, members of Broadcom s Board of Directors and Avago, and alleged breaches of fiduciary duties and aiding and abetting those alleged breaches. The complaints sought, among other things, injunctive relief to prevent the Transaction from closing. Additionally, the Wytas Lead Case No. SA CV 00 JVS (PJWx)

5 Case :-cv-00-jvs-pjw Document - Filed 0// Page of Page ID #:0 0 Action and the Yassian Action alleged violations of Sections (a) and (a) of the Securities Exchange Act of (the Exchange Act ) and Securities and Exchange Commission ( SEC ) Rule a-. WHEREAS, on August,, the Orange County Superior Court appointed the law firms Cohen Milstein Sellers & Toll PLLC and Wolf Haldenstein Adler Freeman & Herz LLP as Co-Lead Counsel for the State Actions, and ordered that the discovery stay remain in effect. WHEREAS, on September,, State Plaintiffs filed an Ex Parte Application for an Order Lifting the Stay to Permit Expedited Discovery in order to obtain discovery that State Plaintiffs had previously propounded. WHEREAS, on September,, Defendants filed a motion in Orange County Superior Court to stay the State Actions for the duration of the Wytas Action and the Yassian Action. The State Plaintiffs filed their Opposition to Defendants Motion to Stay on September,. Defendants filed their reply on September,. WHEREAS, on September,, the Orange County Superior Court granted Plaintiffs Ex Parte order and directed Broadcom and Avago to produce to the State Plaintiffs certain documents concerning the Transaction. Broadcom produced documents responsive to certain of the State Plaintiffs requests on September,, and October,, including minutes of Board meetings, Board presentation materials, and confidentiality and non-disclosure agreements. Avago produced documents responsive to the State Plaintiffs requests on October,. WHEREAS, on September,, this Court ordered the Wytas Action and Yassian Action consolidated into In re Broadcom Corporation Stockholder Litigation under Lead Case No. -CV-00 JVS (PJWx) (the Federal Action ) and appointed Farshid Yassian as Interim Lead Plaintiff and WeissLaw LLP as Interim Lead Counsel. Lead Case No. SA CV 00 JVS (PJWx)

6 Case :-cv-00-jvs-pjw Document - Filed 0// Page of Page ID #:0 0 WHEREAS, Interim Lead Counsel and counsel for Defendants subsequently commenced negotiations for expedited discovery, including for production of the due diligence materials in the online data room that had been established for potential bidders in connection with the Transaction (which contained information concerning Broadcom s business and financial performance), the same core documents that had been produced to Plaintiffs in the State Actions, and the depositions of a member of the Broadcom Special Committee of the Board of Directors and a representative of Evercore Group L.L.C., the financial advisor to the Special Committee of the Board of Directors of Broadcom which evaluated the Transaction. WHEREAS, on September,, the Orange County Superior Court stayed the State Actions pending the resolution of the Federal Action. WHEREAS, on September,, Broadcom filed with the SEC a Definitive Proxy Statement / Prospectus on Schedule A relating to, and seeking shareholder approval of, the Transaction. The September, Definitive Proxy Statement / Prospectus included certain disclosures concerning the Transaction. WHEREAS, on October,, Interim Lead Counsel took the deposition of Nancy Handel, a member of Broadcom s Board of Directors. On October,, Interim Lead Counsel took the deposition of Naveen Nataraj, a senior managing director of Evercore Group L.L.C. WHEREAS, on October,, after deposition and document discovery, including the review of more than 0,000 pages of non-public documents produced by Broadcom and additional non-public documents produced by Avago concerning the Transaction, the review and analysis of the Definitive Proxy Statement / Prospectus and other public documents, and consultations with a retained financial expert, Interim Lead Counsel identified what they alleged to be material deficiencies in Definitive Proxy Statement / Prospectus, and subsequently advised Defendants of Lead Case No. SA CV 00 JVS (PJWx)

7 Case :-cv-00-jvs-pjw Document - Filed 0// Page of Page ID #:0 0 their intention to enjoin the Transaction until such deficiencies were cured ( October Letter ). WHEREAS, on October,, Plaintiffs Iron Workers Mid-America Pension Plan and Oklahoma Firefighters Pension and Retirement System filed a Motion for Appointment as Lead Plaintiffs and Approval of Selection of Counsel, seeking appointment as Lead Plaintiffs in the Federal Action and appointment of Cohen Milstein Sellers & Toll PLLC as Lead Counsel and Westerman Law Corp. as Liaison Counsel pursuant to the Private Securities Litigation Reform Act of ( PSLRA ). On the same day, Interim Lead Counsel and Interim Lead Plaintiffs also filed a motion to be appointed as lead counsel and lead plaintiff pursuant to the PSLRA. WHEREAS, on October,, as a result of arm s length discussions and negotiations between Interim Lead Counsel and Defendants regarding a potential resolution of certain disclosure claims asserted in the Federal Action and set forth in the October Letter, Broadcom and Interim Lead Counsel agreed that (i) Broadcom would file certain supplemental disclosures concerning the Transaction with the SEC no later than days before the shareholder vote ( Supplemental Disclosures, further defined below), and (ii) that the Supplemental Disclosures would cure any disclosure defects that plaintiffs have identified in the proxy statement, and that [Interim Lead Plaintiff] would not seek any preliminary relief to interfere with or postpone the shareholder vote. WHEREAS, on October,, Broadcom filed Definitive Additional Materials on Schedule A with the SEC, attaching a Supplement to the Definitive Proxy Statement / Prospectus issued on September, (the Supplemental Disclosures, attached hereto as Exhibit C). The Supplemental Disclosures contained additional information concerning the background of the merger, the summary of financial analysis and opinion of the financial advisor to Broadcom, the summary of financial analysis and opinion of the financial advisor to Broadcom s Lead Case No. SA CV 00 JVS (PJWx)

8 Case :-cv-00-jvs-pjw Document - Filed 0// Page of Page ID #:0 0 Special Committee, certain financial forecasts utilized by Broadcom in connection with the Transaction, and questions and answers about the Transaction. Defendants vigorously denied, and continue to vigorously deny, that the disclosures in the Definitive Proxy Statement / Prospectus were insufficient in any way, or that they committed or aided and abetted in the commission of any violation of law or engaged in any of the wrongful acts that were or could have been alleged in the Litigation, and expressly maintained that, to the extent applicable, they diligently and scrupulously complied with applicable fiduciary and other legal duties. WHEREAS, on November 0,, Avago and Broadcom shareholders voted to approve the Transaction, with over % of the votes cast in favor of the Transaction. WHEREAS, on November,, the Court granted Iron Workers Mid-America Pension Plan and Oklahoma Firefighters Pension and Retirement System s Motion for Appointment as Lead Plaintiffs in the Federal Action, and denied Interim Lead Plaintiff and Interim Lead Counsel s application. The Court further appointed Richard A. Speirs, Kenneth M. Rehns, Carol V. Gilden, and Joshua S. Devore of Cohen Milstein Sellers & Toll PLLC as Lead Counsel, and Jeff S. Westerman and Anna Faircloth of Westerman Law Corp. as Liaison Counsel. Following this hearing, Defendants provided Lead Counsel all of the documents that had previously been produced to Interim Lead Counsel. WHEREAS, on January,, Lead Counsel filed a Second Amended Consolidated Class Action Complaint for Violations of Federal Securities Laws (the Complaint ), asserting claims against all Defendants under Sections (a) and/or (a) of the Exchange Act, and for breach of fiduciary duty or aiding and abetting breach of fiduciary duty, on behalf of all holders of Broadcom Class A common stock that have been or will be allegedly damaged by the Transaction. WHEREAS, on January,, Broadcom announced the results of the elections made by Broadcom shareholders as to the form of merger consideration Lead Case No. SA CV 00 JVS (PJWx)

9 Case :-cv-00-jvs-pjw Document - Filed 0// Page of Page ID #:0 0 they wish to receive in connection with the Transaction. Holders of.% of the outstanding shares of Broadcom common stock made an election to receive ordinary shares of Pavonia Limited (renamed Broadcom Limited upon closing). WHEREAS, on February,, the Transaction closed, and Avago and Broadcom each became subsidiaries of the new HoldCo, Broadcom Limited. WHEREAS, on February,, Defendants Scott A. McGregor, Henry Samueli, Robert E. Switz, John E. Major, Eddy W. Hartenstein, Maria Klawe, Nancy H. Handel, William T. Morrow, Robert J. Finocchio, and Eric K. Brandt filed a Motion to Dismiss, which Defendants Avago Technologies Limited, Pavonia Limited, Safari Cayman L.P., Avago Technologies Cayman Holdings Limited, Avago Technologies Cayman Finance Limited, Buffalo CS Merger Sub, Inc., and Buffalo UT Merger Sub, Inc. joined. Defendants Motion to Dismiss was pending before the Court at the time of this Settlement. WHEREAS, Lead Plaintiffs, through Lead Counsel, state that they conducted a thorough investigation relating to the claims, underlying events and the transactions at issue in this Litigation which included consulting with financial experts regarding the Transaction and disclosures. This process included reviewing and analyzing all of the minutes, presentations, testimony and other documents produced by Defendants, including: documents concerning Broadcom s business operations and financial performance; Broadcom s filings with the SEC; securities analysts reports; public statements by Defendants; media reports about Defendants; and other information available on Broadcom s website, WHEREAS, based upon this investigation, Lead Plaintiffs and Lead Counsel have concluded that the terms and conditions of this Settlement are fair, reasonable and adequate to Plaintiffs and the Class. Lead Plaintiffs believe that the claims asserted in this Litigation have merit. However, Lead Plaintiffs and Lead Counsel recognize and acknowledge the length and expense of the proceedings necessary to prosecute this Litigation against the Defendants through trial and appeal. Lead Lead Case No. SA CV 00 JVS (PJWx)

10 Case :-cv-00-jvs-pjw Document - Filed 0// Page 0 of Page ID #: 0 Plaintiffs and Lead Counsel also have taken into account the uncertain outcome and the risk of litigation, especially in complex actions such as this Litigation, and the possibility that the Court could dismiss the Litigation with prejudice in a ruling on the Defendants motion to dismiss or at summary judgment. Lead Counsel are mindful of the inherent challenges of proof and the possible defenses to the claims alleged in the Litigation. Based upon their evaluation, Lead Plaintiffs and Lead Counsel believe that the Settlement set forth in this Stipulation is in the best interests of Plaintiffs and the Class. Plaintiffs entry into this Stipulation is not an admission as to the lack of merit of any of the claims asserted in the Litigation. WHEREAS, any proceedings relating to any settlement, or any of the terms of any settlement, whether or not consummated, shall in no event be construed as, or deemed to be evidence of, an admission or concession on the part of the Defendants with respect to any claim of any liability or damage whatsoever, or any infirmity in any defense that the Defendants have or could have asserted. Defendants, solely to avoid the costs, disruption, distraction, and risk of further litigation, and without admitting the validity of any allegations made in the Litigation, or any liability with respect thereto, have concluded that it is desirable that the claims against them be settled on the terms reflected in this Stipulation. Defendants deny all allegations of wrongdoing, fault, liability or damage to any of the Plaintiffs or the other members of the Settlement Class; deny that they engaged in any wrongdoing; deny that they committed any violation of law; deny that any public disclosures were in any way deficient; deny that the process by which the Transaction was negotiated or was executed was insufficient in any way; deny that the consideration paid by Avago in connection with the Transaction is insufficient in any way; deny that they acted improperly in any way; believe that they acted properly at all times; and believe the Litigation has no merit, but wish to settle the Litigation to avoid the burden, expense, and risk of further litigation. Lead Case No. SA CV 00 JVS (PJWx)

11 Case :-cv-00-jvs-pjw Document - Filed 0// Page of Page ID #: 0 NOW, THEREFORE, IT IS HEREBY STIPULATED, CONSENTED TO, AND AGREED, by Plaintiffs for themselves and on behalf of the Class, and the Defendants that, subject to the approval of this Court under Rule (e) of the Federal Rules of Civil Procedure and all other conditions set forth herein, for the good and valuable consideration set forth herein and conferred on Plaintiffs and the Class, the Litigation shall be finally and fully settled, compromised, and dismissed, on the merits and with prejudice, and that the Released Claims shall be finally and fully compromised, settled, released, and dismissed with prejudice as to the Released Defendant Parties, in the manner and upon the terms and conditions hereafter set forth. DEFINITIONS. As used in this Stipulation, the following terms shall have the meanings set forth below: (a) State Actions means Xu v. Broadcom Corp. et al., No CU-SL-CXC (filed June, in Orange County Superior Court); Freed v. Broadcom Corp. et al., No CU-SL-CXC (filed June, in Orange County Superior Court); New Jersey Building Laborers Statewide Pension Fund v. Samueli et al., No CU-SL-CXC (filed June, in Orange County Superior Court); Yiu v. Broadcom Corp. et al., No CU-SL-CXC (filed June, in Orange County Superior Court); Jew v. Broadcom Corp. et al., No. --CV- (filed June, in Santa Clara County Superior Court); Yassian v. McGregor, et al., No CU-SL-CXC (filed June, in Orange County Superior Court); Seafarers Pension Plan v. Samueli et al., No CU-SL-CXC (filed June, in Orange County Superior Court); and Engel v. Broadcom Corp. et al., No CU-SL-CXC (filed July, in Orange County Superior Court) (consolidated as Broadcom Shareholder Cases, Judicial Council Coordination Proceeding No. ). 0 Lead Case No. SA CV 00 JVS (PJWx)

12 Case :-cv-00-jvs-pjw Document - Filed 0// Page of Page ID #: 0 (b) Litigation means In Re Broadcom Corporation Stockholder Litig., Lead Case No. SA CV 00 JVS (PJWx) in the United States District Court for the Central District of California, before the Honorable James V. Selna, as well as the State Actions. (c) Class means a non-opt out class for settlement purposes of all record and beneficial owners of Broadcom Class A common stock who owned or held Broadcom Class A common stock at any time during the Class Period, including any and all of their respective successors in interest, predecessors, representatives, trustees, executors, administrators, heirs, assigns, or transferees, immediate and remote, and any person or entity acting for or on behalf of, or claiming under, any of them, and each of them (the Class, to be composed of Class Members ). Excluded from the Class are Defendants, members of the immediate family of any Defendant, any entity in which a Defendant has or had a controlling interest, and the legal representatives, heirs, successors, or assigns of any such excluded person. (d) Class Period means the period from May, through and including the date of the consummation of the Transaction. (e) Company means Broadcom Corporation, also referred to herein as Broadcom. (f) Court means the United States District Court for the Central District of California. (g) Defendants means Avago Technologies Limited, Broadcom Limited (formerly known as Pavonia Limited), Broadcom Cayman L.P. (formerly known as Safari Cayman L.P.), Avago Technologies Cayman Holdings Limited, Avago Technologies Cayman Finance Limited, Buffalo CS Merger Sub, Inc., Buffalo UT Merger Sub, Inc., Broadcom Corporation, Scott A. McGregor, Henry Samueli, Henry T. Nicholas III, Robert E. Switz, John E. Major, Eddy W. Lead Case No. SA CV 00 JVS (PJWx)

13 Case :-cv-00-jvs-pjw Document - Filed 0// Page of Page ID #: 0 Hartenstein, Maria Klawe, Nancy H. Handel, William T. Morrow, Robert J. Finocchio, and Eric K. Brandt. (h) Effective Date means the first date by which all of the events and conditions specified in paragraph of this Stipulation have occurred and been met (or have been waived in a writing signed by the Party that is waiving the event and condition). (i) Fee Application means Lead Counsel s application for an award of attorneys fees and expenses. (j) Final Approval of the Settlement means the Court s entry of Judgment, substantially in the form attached hereto as Exhibit B, and such Judgment has become Final. (k) Individual Defendants means Scott A. McGregor, Henry Samueli, Robert E. Switz, John E. Major, Eddy W. Hartenstein, Maria Klawe, Nancy H. Handel, William T. Morrow, Robert J. Finocchio, Henry T. Nicholas III, and Eric K. Brandt. (l) (m) Interim Lead Counsel means the law firm WeissLaw LLP. Judgment means the proposed Final Order and Judgment to be entered approving the Settlement substantially in the form attached hereto as Exhibit B. (n) Lead Counsel means the law firms of Cohen Milstein Sellers & Toll PLLC, and Liaison Counsel Westerman Law Corp. (o) Lead Plaintiffs means Iron Workers Mid-America Pension Plan and Oklahoma Firefighters Pension and Retirement System, and additional Named Plaintiff New Jersey Laborers Statewide Pension Fund. (p) Notice means the Notice of Pendency of Class Action and Proposed Settlement, which is to be published on a website dedicated to the Settlement by the Settlement Administrator, subject to approval of the Court, shall be substantially in the form attached hereto as Annex A- to Exhibit A hereto. Lead Case No. SA CV 00 JVS (PJWx)

14 Case :-cv-00-jvs-pjw Document - Filed 0// Page of Page ID #: 0 (q) Party or Parties means Defendants and Plaintiffs, on behalf of themselves and the other Class Members. (r) Person means an individual, corporation (including all divisions and subsidiaries), general or limited partnership, association, joint stock company, joint venture, limited liability company, professional corporation, estate, legal representative, trust, unincorporated association, government or any political subdivision or agency thereof, and any other business or legal entity. (s) Plaintiffs in the State Actions. (t) Plaintiffs means Lead Plaintiffs, Interim Lead Plaintiff and Plaintiffs Counsel means Lead Counsel, Interim Lead Counsel, counsel for the Plaintiffs in the State Actions and any other counsel who has appeared for any plaintiff in the Litigation, including all other legal counsel who, at the direction and under the supervision of Plaintiffs Counsel, performed services on behalf of the Settlement Class in the Litigation. (u) Postcard Summary Notice means the Postcard Summary Notice that will be mailed to all Settlement Class Members, which shall be substantially in the form attached as Annex A- to Exhibit A hereto. (v) Preliminary Approval Order means the proposed order preliminarily approving the Settlement and directing Notice to the Class of the pendency of the Litigation and of the Settlement, which, subject to the approval of the Court, shall be substantially in the form attached hereto as Exhibit A. (w) Claims and Released Plaintiff Claims. (x) Released Claims means collectively the Released Defendant Released Defendant Claims means all claims, rights, litigation or causes of action, duties, obligations, demands, actions, debts, judgments, sums of money, suits, fees, expenses, costs, matters, contracts, agreements, promises, damages, and issues or liabilities of every nature and description, whether known or Unknown (as defined below), whether arising under federal, state, foreign, common Lead Case No. SA CV 00 JVS (PJWx)

15 Case :-cv-00-jvs-pjw Document - Filed 0// Page of Page ID #: 0 or administrative law, or any other law, that Plaintiffs, any other Released Plaintiff Parties, or any other Class Member: (i) have asserted in the Litigation, including in the State Actions and the Complaint; or (ii) could have asserted in any forum, that arise out of the Transaction, allegations, facts, events, occurrences, acts, disclosures, statements, representations or omissions or failures to act involved, set forth, or referred to in the Complaint, and that relate to the Transaction. Released Defendant Claims do not include claims: (i) to enforce the Settlement; and (ii) to enforce confidentiality agreements and obligations concerning information provided in connection with the Settlement of the Litigation. (y) Released Defendant Parties means any and all Defendants and/or their respective controlling persons, and/or their respective families, parent entities, associates, affiliates, or subsidiaries, and each and all of their respective past, present, or future officers, directors, trustees, principals, employees, agents, partners, insurers, auditors, heirs, executors, administrators, attorneys, accountants, financial advisors, representatives, consultants, predecessors, successors or assigns, members, parents, divisions, joint ventures, general or limited partners or partnerships, limited liability companies and any trust of which any Individual Defendant is the settlor or which is for the benefit of Defendants immediate family members, whether or not any such person or entity was served or appeared in the Litigation. (z) Released Plaintiff Claims means all claims, rights and causes of action, duties, obligations, demands, actions, debts, sums of money, suits, contracts, agreements, promises, damages, and liabilities of every nature and description, whether known or Unknown (as defined below), whether arising under federal, state, common or administrative law, or any other law, that Defendants or any other Released Defendant Parties: (i) have asserted in the Litigation, including the State Actions; (ii) could have asserted in any forum, that arise out of the allegations, transactions, facts, events, occurrences, acts, disclosures, statements, Lead Case No. SA CV 00 JVS (PJWx)

16 Case :-cv-00-jvs-pjw Document - Filed 0// Page of Page ID #: 0 representations or omissions or failures to act involved, set forth, or referred to in the Complaint, and that relate to the Transaction; or (iii) have asserted or could have asserted in any forum that arise out of the conduct of the Litigation or the State Actions. Released Plaintiff Claims do not include claims: (i) to enforce the Settlement; and (ii) to enforce confidentiality agreements and obligations concerning information provided in connection with the Settlement of the Litigation. (aa) Released Plaintiff Parties means the Lead Plaintiffs, any other named plaintiff in the Litigation or the State Actions, and their present or former trustees, officers, directors, principals, employees, agents, partners, insurers, auditors, heirs, executors, administrators, attorneys, accountants, financial advisors, representatives, predecessors, successors or assigns, parents, subsidiaries, divisions, affiliates, associates, joint ventures, general or limited partners or partnerships, limited liability companies and any trust of which any plaintiff is the settlor or which is for the benefit of such plaintiff s immediate family members. (bb) Released Parties means the Released Defendant Parties and the Released Plaintiff Parties. (cc) Settlement means the resolution of the Litigation as against the Defendants in accordance with the terms and provisions of this Stipulation. (dd) Settlement Hearing means the hearing to be held by the Court to determine whether the proposed Settlement is fair, reasonable and adequate and should be approved. (ee) Summary Notice means the Summary Notice of Pendency of Class Action and Proposed Settlement for publication, which shall be substantially in the form attached as Annex A- to Exhibit A hereto. (ff) Supplemental Disclosures means the supplemental disclosures to investors that were filed by Broadcom with the SEC on Form DEFAA and Form -K on October,, and attached hereto as Exhibit C. Lead Case No. SA CV 00 JVS (PJWx)

17 Case :-cv-00-jvs-pjw Document - Filed 0// Page of Page ID #: 0 (gg) Unknown Claims means any and all Released Claims, which Defendants, Lead Plaintiffs or any other Class Member does not know or suspect to exist in his, her or its favor at the time of the release of the Released Parties, which if known by him, her or it might have affected his, her or its decision(s) with respect to the Settlement. With respect to any and all Released Claims, the Parties stipulate and agree that, upon the Effective Date, Defendants, Lead Plaintiffs and each other Class Member shall be deemed to have, and by operation of the Judgment shall have, expressly waived and relinquished any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to Cal. Civ. Code, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Defendants, Lead Plaintiffs or the other Class Members may hereafter discover facts in addition to or different from those which he, she, or it now knows or believes to be true with respect to the subject matter of the Released Claims, but Defendants and Lead Plaintiffs shall expressly, fully, finally and forever settle and release, and each other Class Member shall be deemed to have settled and released, and upon the Effective Date and by operation of the Judgment shall have settled and released, fully, finally, and forever, any and all Released Claims as applicable, without regard to the subsequent discovery or existence of such different or additional facts. Defendants and Lead Plaintiffs acknowledge, and other Class Members by operation of law shall be deemed to have acknowledged, that the inclusion of Unknown Claims in the definition of Released Claims was separately bargained for and was a key element of the Settlement. Lead Case No. SA CV 00 JVS (PJWx)

18 Case :-cv-00-jvs-pjw Document - Filed 0// Page of Page ID #: 0 SCOPE AND EFFECT OF SETTLEMENT. Pursuant to the Settlement, Defendants make the following written representations (the Representations ) which will be filed by Broadcom Limited with the SEC: (a) There currently is no agreement in place binding Broadcom Limited or any subsidiary of Broadcom Limited to pay any fees, expenses or other consideration to the holders of limited partnership units ( LP Units ) of Broadcom Cayman L.P. in connection with any Holdings Offer (as defined in the Amended and Restated Exempted Limited Partnership Agreement of Broadcom Cayman L.P., dated as of February, (the LPA )) beyond the consideration offered to the holders of ordinary shares of Broadcom Limited in connection with any such transaction, except to the extent, if any, set forth in the LPA. Broadcom Limited, Henry Nicholas and Henry Samueli each agree that in connection with any Holdings Offer, they will not enter into any agreement for the payment by Broadcom or any of its subsidiaries, of any of Dr. Nicholas s or Dr. Samueli s fees or expenses incurred by either of them in their capacity as holders of LP Units (it being understood that, for the avoidance of doubt, the foregoing restriction shall not apply to any obligations in the Support Agreements, dated May,, indemnification and advancement of expense obligations due to directors or officers generally, or otherwise in their capacity as a director or officer of Broadcom Limited or any of its subsidiaries). (b) The holders of LP Units do not have any separate voting or veto rights in connection with any Holdings Offer, except to the extent, if any, set forth in the LPA and the Voting Trust Agreement, dated as of February,, among Broadcom Limited, Broadcom Cayman L.P. and the Computershare Trust Company, N.A. (as trustee thereunder), nor is any change to such provisions of the LPA and the Voting Trust Agreement relating to separate voting or veto rights being Lead Case No. SA CV 00 JVS (PJWx)

19 Case :-cv-00-jvs-pjw Document - Filed 0// Page of Page ID #: 0 discussed between Broadcom Cayman L.P. and Broadcom Limited on one hand, and anyone else on the other hand, as of the date of this Stipulation.. Pursuant to the Settlement, Plaintiffs will have the opportunity to obtain mutually acceptable confirmatory document discovery from Broadcom Limited with respect to employment, consulting or other agreements between Broadcom Limited and Drs. Samueli or Nicholas.. Defendants acknowledge that the filing and prosecution of the Litigation and discussions and negotiations with Lead Counsel and Interim Lead Counsel were the sole cause of their decision to provide the Representations and Supplemental Disclosures. As a condition of this Settlement, neither Plaintiffs nor their counsel will seek additional disclosures, representations or forbearances with respect to the LPA, or contend that any additional disclosures, representations or forbearances with respect to the LPA are required, beyond the Supplemental Disclosures and the Representations.. The Parties stipulate and agree that the Supplemental Disclosures and Representations constitute consideration for the full and final settlement and dismissal with prejudice of the Litigation and the release of any and all Released Claims, and no Released Defendant Party shall have any obligation to pay or bear any amounts, expenses, costs, damages, or fees to or for the benefit of Plaintiffs or any Class Members in connection with this Settlement except as provided for herein, including but not limited to attorneys fees and expenses for any counsel to any Class Member, or otherwise; provided, however, that Broadcom or its successor(s) in interest shall (i) be responsible for providing notice of the Settlement to the members of the Class and shall pay all reasonable, documented costs and expenses incurred in administering and providing notice of the Settlement to the members of the Class and (ii) be obligated to pay any attorneys fees and expenses awarded by the Court to Plaintiffs Counsel, as provided in paragraph hereof. Defendants agree that the pendency of the Litigation and the efforts of Lead Counsel and Interim Lead Case No. SA CV 00 JVS (PJWx)

20 Case :-cv-00-jvs-pjw Document - Filed 0// Page of Page ID #: 0 Lead Counsel were the sole cause for the dissemination of the Supplemental Disclosures and Representations.. The obligations incurred pursuant to this Stipulation are, subject to approval by the Court and such approval becoming final, in full and final disposition of the Litigation with respect to the Released Defendant Parties and any and all Released Claims.. The Parties agree to cooperate in expeditiously seeking preliminary and Final Approval of the Settlement. Class Certification. For purposes of this Settlement only, Lead Plaintiffs and the Defendants agree to: (i) certification of the Litigation as a class action; (ii) the certification of Lead Plaintiffs as Class Representatives for the Class; and (iii) the appointment of Lead Counsel as Class Counsel for the Class.. The certification of the Class shall be binding only with respect to this Stipulation. In the event that this Stipulation is terminated pursuant to its terms or the Effective Date of the Settlement otherwise fails to occur, the certification of the Class shall be deemed vacated (except as provided in paragraph ), the Litigation shall proceed as though the Class had never been certified, and no reference to the certification of the Class, or to the Stipulation or any documents related thereto, shall be made by the Parties for any purpose, except as expressly authorized by the terms of this Stipulation. Submission of the Settlement to the Court for Approval 0. As soon as practicable after this Stipulation has been executed, the Parties shall jointly apply to the Court for entry of the Preliminary Approval Order substantially in the form attached hereto as Exhibit A, providing for, among other things: (a) the mailing to the Class Members of the Postcard Summary Notice, substantially in the form attached as Annex A- to Exhibit A hereto; (b) publication of the Summary Notice, substantially in the form attached as Annex A- to Exhibit Lead Case No. SA CV 00 JVS (PJWx)

21 Case :-cv-00-jvs-pjw Document - Filed 0// Page of Page ID #: 0 A hereto; (c) publication of the Notice on a website dedicated to the Settlement, substantially in the form attached as Annex A- to Exhibit A hereto; (d) the scheduling of the Settlement Hearing to consider: (i) the proposed Settlement, (ii) the joint request of the Parties that the Judgment be entered substantially in the form attached hereto as Exhibit B, (iii) final certification of the Class for settlement purposes only pursuant to Rule (e) of the Federal Rules of Civil Procedure, (iv) Lead Counsel s petition for an award of attorneys fees and expenses in connection with the Settlement; and (e) the injunction against the prosecution of any of the Released Claims pending further order of the Court. At the Settlement Hearing, the Parties shall jointly request that the Judgment be entered substantially in the form attached hereto as Exhibit B.. By operation of the Judgment, as of the Effective Date, Lead Plaintiffs and each and every other member of the Class, on behalf of themselves and each of their respective heirs, executors, trustees, administrators, predecessors, successors and assigns, shall be deemed to have fully, finally and forever waived, released, discharged and dismissed each and every one of the Released Claims against each and every one of the Released Defendant Parties and shall forever be barred and enjoined from commencing, instituting, prosecuting or maintaining any of the Released Claims against any of the Released Defendant Parties.. Within 0 days following the Effective Date, Lead Plaintiffs shall file with the appropriate state court(s) a notice of this Settlement and dismissal with prejudice of the State Actions. CONDITIONS OF SETTLEMENT. The Settlement shall be expressly conditioned on and subject to each of the following conditions and, except as provided in paragraph, shall be cancelled and terminated unless: (a) the form attached hereto as Exhibit A; the Court enters the Preliminary Approval Order substantially in Lead Case No. SA CV 00 JVS (PJWx)

22 Case :-cv-00-jvs-pjw Document - Filed 0// Page of Page ID #: 0 (b) the Court has issued a final certification of the Class on a non-opt out basis for purposes of settlement only; (c) the Court has entered a Judgment substantially in the form attached hereto as Exhibit B, dismissing the Litigation with prejudice and providing for the releases; and (d) Final Approval of the Settlement has occurred. ATTORNEYS FEES AND EXPENSES. Defendants acknowledge that if the Settlement is approved by the Court, Plaintiffs Counsel are entitled to be paid reasonable attorneys fees, and reimbursement of reasonable costs and expenses incurred by Plaintiffs Counsel for their efforts in prosecuting the Litigation and in achieving the Settlement described in this Stipulation. Lead Counsel may submit an application to the Court seeking an award of reasonable attorneys fees and expenses which will represent an award for Lead Counsel and Interim Lead Counsel being the sole cause of Defendants decision to make the Representations and Supplemental Disclosures. Defendants reserve the right to oppose and object to the amount of any such application and make any and all arguments against the amount of the Fee Application as Defendants deem appropriate. Defendants shall pay or cause to be paid the attorneys fees and expenses awarded pursuant to an order by the Court (subject to Defendants right to appeal therefrom).. Any fee and expense award relating to the benefits provided by this Settlement shall be payable only if the Settlement is approved by the Court and then only upon satisfaction of all of the conditions set forth in paragraph.. The amount of attorneys fees and expenses awarded by the Court is within the sole discretion of the Court. Subject to, and in accordance with, Court approval of an award of attorneys fees and expenses, whatever the amount, attorneys fees and costs awarded to Lead Counsel shall be paid to Lead Counsel forty-five () days after entry of any fee and expense award by the Court and entry Lead Case No. SA CV 00 JVS (PJWx)

23 Case :-cv-00-jvs-pjw Document - Filed 0// Page of Page ID #: 0 of the Judgment, notwithstanding the existence of any objections thereto, or potential for appeal therefrom, or collateral attack on the Settlement or request for attorney s fees or expenses, subject to the joint and several obligation of Plaintiffs Counsel to make appropriate refunds or repayments. Plaintiffs Counsel shall make any such refunds or repayments within forty-five () days of entry of such an order. Lead Counsel, jointly and in their sole discretion, shall determine the allocation among Plaintiffs Counsel of any attorneys fees and expenses awarded by the Court. Any signatory hereto may dispute such allocation through a binding mediation before a mediator to be mutually agreed upon by the parties to any such dispute. Defendants shall have no responsibility for, and no liability with respect to, the allocation or distribution of attorneys fees or expenses among Plaintiffs Counsel or any other person who may assert any claim thereto. Except as provided herein, the Released Defendant Parties shall bear no other expenses, costs, damages, or fees alleged or incurred by Plaintiffs in the Litigation or by any of their attorneys, experts, advisors, agents, or representatives.. Final resolution by the Court of Lead Counsel s Fee Application shall not be a precondition to the dismissal of the Litigation and shall not affect the validity of the Settlement in any manner. Neither Plaintiffs nor any member of the Class shall have any right to terminate or withdraw from the Settlement by reason of any order or other proceeding (including, without limitation, any appeals) relating to the application by Lead Counsel for, or any approval by the Court of, attorneys fees and/or expenses. The procedure for and the allowance or disallowance by the Court of any Fee Application are not part of the Settlement set forth in this Stipulation, and are separate from the Court s consideration of the fairness, reasonableness and adequacy of the Settlement set forth in the Stipulation, and any order or proceeding relating to any Fee Application, including an award of attorneys fees in an amount less than the amount requested by Lead Counsel, or any appeal from any order relating thereto or reversal or modification thereof, shall not operate to terminate or Lead Case No. SA CV 00 JVS (PJWx)

24 Case :-cv-00-jvs-pjw Document - Filed 0// Page of Page ID #: 0 cancel the Stipulation, or affect or delay the finality of the Judgment approving the Stipulation and the Settlement set forth herein, including, but not limited to, the release, discharge, and relinquishment of the Released Claims against the Released Defendant Parties, or any other orders entered pursuant to the Stipulation.. No Person shall have any claim of any kind against the Released Defendant Parties or their counsel with respect to the matters set forth in paragraphs -. STAY PENDING COURT APPROVAL. The Parties agree to continue the stays of proceedings in the Litigation and not to initiate any other proceedings other than those incidental to the Settlement itself pending the occurrence of the Effective Date. The Parties also agree to use their best efforts to seek the stay and dismissal of the State Actions, and to oppose entry of any interim or final relief in favor of any Class Member in any other proceeding against any of the Released Defendant Parties that challenge the Settlement, or the Transaction in any way, or that otherwise involves, directly or indirectly, a Released Claim. EFFECT OF DISAPPROVAL, CANCELLATION OR TERMINATION. If (a) the Court does not enter the Judgment in substantially the form of Exhibit B, (b) the Court enters the Judgment but on or following appellate review the Judgment is modified or reversed in any material respect, or (c) any of the other conditions of paragraph is not satisfied, this Stipulation shall be cancelled and terminated unless counsel for each of the Defendants and Lead Plaintiffs, within ten (0) days from receipt of such ruling or event, agrees in writing with counsel for the other parties hereto to proceed with this Stipulation and Settlement, including only with such modifications, if any, as to which all other parties hereto in their sole judgment and discretion may agree. For purposes of this paragraph, an intent to proceed shall not be valid unless it is expressed in a signed writing. Neither a modification nor a reversal on appeal of the amount of fees, costs, and expenses Lead Case No. SA CV 00 JVS (PJWx)

25 Case :-cv-00-jvs-pjw Document - Filed 0// Page of Page ID #: 0 awarded by the Court to Lead Counsel shall be deemed a material modification of the Judgment or this Stipulation.. If the Effective Date does not occur, or if this Stipulation is disapproved, cancelled, or terminated pursuant to its terms, all of the Parties shall be deemed to have reverted to their respective litigation status immediately prior to the execution of the Stipulation, and they shall proceed in all respects as if this Stipulation had not been executed and the related orders had not been entered, and in that event all of their respective claims and defenses as to any issue in the Litigation shall be preserved without prejudice in any way, including Defendants right to oppose certification of a class in any future proceedings. MISCELLANEOUS PROVISIONS. All of the Exhibits referred to herein shall be incorporated by reference as though fully set forth herein. Notwithstanding the foregoing, in the event that there exists a conflict or inconsistency between the terms of this Stipulation and the terms of any Exhibit attached hereto, the terms of the Stipulation shall prevail.. This Stipulation may be amended, modified, or waived only by a written instrument signed by all the undersigned counsel or their successors.. The Parties represent and agree that the terms of the Settlement were negotiated at arms length and in good faith by the Parties, and reflect a settlement that was reached voluntarily based upon adequate information and sufficient discovery and after consultation with experienced legal counsel.. This Stipulation and all negotiations, discussions, and proceedings in connection with this Stipulation, shall not constitute any evidence, or an admission by any of the Defendants, Plaintiffs, or Released Defendant Parties, that any acts of wrongdoing have been committed or not been committed and shall not be deemed to create any inference that there is any liability or lack of liability on the part of any of the Defendants or Released Defendant Parties. This Stipulation and all negotiations, discussions, and proceedings in connection with this Stipulation, shall not be offered Lead Case No. SA CV 00 JVS (PJWx)

26 Case :-cv-00-jvs-pjw Document - Filed 0// Page of Page ID #: 0 or received in evidence or used for any other purpose in this or any other proceeding in any court, administrative agency, arbitration forum, or other tribunal other than as may be necessary to enforce the terms of the Stipulation; provided, however, that the Stipulation and/or Judgment may be introduced in any proceeding, whether in the Court or otherwise, as may be necessary to argue that the Stipulation and/or Judgment has res judicata, collateral estoppel, or other issue or claim preclusion effect or to otherwise consummate or enforce the Settlement or Judgment.. To the extent permitted by law, all agreements made and orders entered during the course of the Litigation relating to the confidentiality of documents or information shall survive this Stipulation.. The waiver by any Party of any breach of this Stipulation by any other Party shall not be deemed a waiver of that or any other prior or subsequent breach of any provision of this Stipulation by any other Party.. This Stipulation and the Exhibits constitute the entire agreement among the Parties and supersede any prior agreements among the Parties or any Plaintiffs Counsel with respect to the subject matter hereof. No representations, warranties, or inducements have been made to or relied upon by any Party concerning this Stipulation or its Exhibits, other than the representations, warranties, and covenants expressly set forth in such documents.. This Stipulation may be executed in one or more counterparts, including by facsimile and electronic mail, and, as executed, shall constitute one agreement. 0. The Parties and their respective counsel of record agree that they will use their best efforts to obtain all necessary approvals of the Court required by this Stipulation including, but not limited to, using their best efforts to resolve any objections raised to the Settlement.. Plaintiffs and Plaintiffs Counsel represent and warrant that Plaintiffs are members of the Class and that none of the Plaintiffs claims or causes of action Lead Case No. SA CV 00 JVS (PJWx)