AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT

Exhibit 2.2

AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT

This Amendment No. 1 to the Share Purchase Agreement dated as of 23 October 2006 (the “SPA”) (hereinafter, the “Amendment”), is made and entered into as of 18 December 2006 by and among:

ATHEROS INTERNATIONAL LTD., a company limited by shares organized and existing under the laws of Bermuda and a wholly-owned indirect subsidiary of the Parent (as defined below) (the “Purchaser”);

ATTANSIC TECHNOLOGY CORPORATION, a company organized and existing under the laws of the Republic of China (“R.O.C.”), having its registered office at 2/F-8, 81 Shuili Road, Xinzhu, Taiwan, R.O.C. (the “Company”);

ASUSPOWER INVESTMENT LTD., a limited company organized and existing under the laws of the R.O.C., having its registered office at 7^th Floor, Office 2, No.167 Kuang-Ming Road, Beitou, Taipei, Taiwan R.O.C. (the “Selling Shareholder”);

ATHEROS COMMUNICATIONS, INC., a Delaware corporation (the “Parent”), solely with respect to Article I, Article V, Article VI, Article VIII and Article X of the SPA, (collectively with the Purchaser, the Company and the Selling Shareholder hereinafter referred to as the “Original Parties”); and

ATHEROS NETWORKS LTD., a company limited by shares organized and existing under the laws of Bermuda and a wholly-owned subsidiary of the Parent (the “New Purchaser”).

Capitalized terms used and not otherwise defined in this Amendment are used herein as defined in the SPA.

W I T N E S S E T H:

WHEREAS, the Original Parties and the New Purchaser have agreed to novate the SPA, whereby the New Purchaser will assume all the rights and obligations of the Purchaser thereunder (the “Novation”); and

WHEREAS, the parties hereto desire to amend certain provisions of the SPA in connection with the Novation.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:

“Officers’ Certificate. Parent and Purchaser shall have furnished the Selling Shareholder with certificates dated the Closing Date (i) signed on behalf of it by the Chief Executive Officer or Chief Financial Officer of Parent or Purchaser, as the case may be, to the effect that the conditions set forth in Sections 7.2(a) and (b) have been satisfied and (ii) signed on behalf of it by the Secretary or Assistant Secretary of Parent or Purchaser, as the case may be, to the effect that all corporate actions required by each of their respective charters and bylaws have been taken with respect to this Agreement and the transactions contemplated hereby.”

“By Purchaser or the Selling Shareholder, if: (i) the First Closing has not occurred by 31 January 2007 (provided however, that the right to terminate this Agreement under this Section 9.1(b)(i) shall not be available to any party whose wilful failure to fulfil any obligation hereunder has been the cause of, or resulted in, the failure of the First Closing to occur on or before such date); (ii) there shall be a final non-appealable order, decree or ruling of a court of competent jurisdiction in effect preventing consummation of the transactions contemplated hereby; or (iii) there shall be any statute, rule, regulation or non-appealable order enacted, promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Entity that would make consummation of such transactions illegal;”

“If to Purchaser:

Atheros Networks Limited

48, Par-La-Ville Road, Suite 1460,

Hamilton HM 11, Bermuda

Attn: General Counsel

Telephone: +1 ###-###-####

Facsimile: +1 ###-###-####

with copies (which shall not constitute notice) to:

Pillsbury Winthrop Shaw Pittman LLP

2475 Hanover Street

Palo Alto, CA ###-###-####

Attn: Allison Leopold Tilley, Esq.

Telephone: +1 ###-###-####

Facsimile: +1 ###-###-####

and

Pamir Law Group

14/F, 116 Nanking East Road, Section 2

Taipei, Taiwan, R.O.C.

Attn: Michael D. Lee, Esq.

Telephone: +886-2-2531-5816

Facsimile: +886-2-2531-5814”

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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date hereinabove first written.