ADDENDUM 1 ADDITIONAL TERMS AND CONDITIONS UNITED STATES OF AMERICA

Avago appoints Arrow Electronics, Inc. (“Distributor” or “Arrow”), as Distributor, and Distributor accepts appointment, as the non-exclusive distributor for the Products in the geographies detailed in the attached Exhibit C. A “Product” is an item listed in Exhibit A, “Product Listing” or in the Avago Technologies Products Price Book (“Price Book”) including any amendments after the effective date of this Agreement. This Agreement covers the Products listed in the most current Price Book. In addition, “Product” is any component sold, including both Standard Product and Custom Product, or Software licensed under these Terms. “Standard Product” is a Product based on Avago published Specifications that are routinely offered for sale by Avago to a broad base of Customers and included in the Price Book at time of Avago shipment to Distributor. A “Custom Product” is: (i) a Standard Product modified per Distributor/Customer requirements; (ii) a Standard Product modified based on non-published (limited release) standards; (iii) a Product designed, configured or manufactured to meet Distributor/Customer requirements, or (iv) any Product number, or Product number option, not listed in the current Distributor Price Book at the time it is ordered by Distributor. “Software” is one or more computer programs in object code format, whether stand-alone or bundled with the Product, firmware, and related documentation provided to Distributor under these Terms.

It is Avago’s policy to have a limited distribution program; however, Avago reserves the right to authorize a sufficient number of Distributors to service a particular market or Product segment. The Parties agree that each of Distributor’s worldwide Affiliates listed on Exhibit B, engaged in the business of manufacturing and/or marketing electrical and electronic components, also be bound by the terms of this Agreement. Distributor will guarantee its worldwide Affiliates’ performance under this Agreement. Distributor will Trade with Avago only in those countries in which the Distributor or Distributor Affiliate has a physical location at which it does business as listed on Exhibit C or otherwise agreed in writing between the parties. “Trade” includes receiving quotes, placing orders and making payments. The Affiliates are identified in Exhibit B1. Distributor may add Affiliates with thirty (30) days prior written notice to Avago. Distributor acknowledges that Avago may market other products, including products in competition with those listed in the Price Book, without making them available to the Distributor.

Distributor will use commercially reasonable efforts to promote the sale of Product. Such efforts must be commensurate with its overall business strategy, including but not limited to, the establishment and maintenance of a sales organization adequate to promote the sale of the Product.

Distributor will maintain a reasonable inventory of Product to provide timely delivery of Product to Distributor’s Customers.

Distributor will cooperate with Avago in the development and implementation of inventory management, supply chain programs and information technology advancements designed to improve processes and service levels, and to reduce mutual costs.

Distributor will participate in such training programs as may be offered by Avago at locations and times mutually agreed to by Distributor and Avago.

Distributor agrees to participate in quarterly business meetings to review objectives and agreed to performance metrics and to develop and implement corrective action plans for any regional or global deviations.

Failure to stock and/or to sell Products in quantities consistent with the size of the served market, and in conjunction with mutually agreed upon targets may be the basis for termination of the Agreement.

Distributor will not intentionally sell to unauthorized distributors and exporters. Avago will not support such sales unless previously authorized by Avago.

Distributor will, at all times, maintain and promote the good name and reputation of Avago and Product(s). Distributor will comply with all Avago branding guidelines and policies. Distributor will use reasonable business efforts to protect the image of Avago and Product(s), including but not limited to labels, trademarks and logos, by prohibiting sales to third parties or into markets that are illegal, unauthorized or where the image of Avago and Products(s) is likely to suffer harm. Distributor will not knowingly sell Products into markets that would likely damage the Avago image, such as flea markets, brokers, warehouse sales, garage sales, auctions, or similar types of markets. Distributor is prohibited from purchasing Product from unauthorized sources and agrees that Products sold through these markets are not covered under Avago’s warranty.

Distributor will send to Avago, via weekly   electronic transmission that must comply     with agreed upon specifications and any   additional information required by Avago, a sales activities report including the names, addresses, zip codes and country codes of purchasers, quantities of Products purchased, the average price paid by the Distributor for the Product and amounts invoiced to the said purchasers, and any additional information required by Avago. Distributor will send an inventory report to Avago, via weekly electronic transmission that must comply with agreed upon specifications and any additional information required by Avago sorted by stocking location, which will contain: (i) the adjusted price paid by the Distributor, (ii) all Product numbers held in inventory and (iii) the corresponding quantities of same.

Electronic transmissions will be delivered weekly, in the applicable currency.

Distributor will provide Avago with monthly updates of branch number changes, which will include additions, deletions and or name/address changes.

Distributor will implement industry standard electronic transaction sets designed to track and audit debit activity.

Where applicable, Distributor will, upon reasonable notice by Avago, and not to exceed two (2) times each year: (i) Assist auditor and/or Avago in conducting physical inventory audits in any stocking location or, in automated facilities, observe cycle counts and related methodology; and/or (ii) Audit such business records, located at Distributor’s corporate or regional headquarters, and/or regional warehouse as pertain solely to transactional activity during the prior eighteen (18) month period. In the case of debit transactions falling within the audit period, Avago may also review any other transactions related to debit quote activity. Should Avago’s audit of transactions within the 18-month audit period expose a pattern of conduct that would indicate the existence of improper transactions prior to such 18-month period, Distributor will produce records of relevant transactions dating back 24 months prior to the date of audit.

Avago may utilize its own personnel or the services of a reputable accounting firm to conduct any such audit. The parties agree that Outsource Recovery, Inc. (“ORI”) is a reputable accounting firm and that Avago may use ORI or any similar reputable auditor to conduct such audits with Distributor. The auditor will: (i) Directly communicate with the Distributor; (ii) Clarify various issues that may arise from the audit process; and (iii) Notify Avago of any unresolved dispute between the auditor and Distributor. The auditor may require the assistance of the Distributor in conducting audits as specified in Sections 3.5 and 3.6. Distributor agrees to support, cooperate and directly communicate with the auditor to provide them with information as required under these Sections. In the event of a dispute or required negotiation with the auditor Distributor should contact its Avago representative for resolution.

Avago will keep Distributor informed on a timely basis of changes and innovations in performance, serviceability, uses and applications, and pricing and availability trends of all Products and will use reasonable commercial efforts to maintain its Price Book in a complete and up-to-date fashion.

Avago will provide training for Distributor personnel in the marketing and servicing of Products and in current policy and processes. Such training will be held at the times, locations and via the medium as mutually agreed by the parties. Unless otherwise agreed in writing, each party will be responsible for all out of pocket expenses attributed to the aforementioned training services, for example but not limited to, transportation, lodging and meals.

Avago may periodically provide Distributor with the same advertising and promotional materials, pricing information and technical data related to the Products provided by Avago to all its Distributors, in a quantity reasonably sufficient to support Distributor’s selling efforts.

The prices to be paid by Distributor for any Products ordered under this Agreement are set in either: (i) Price Book, (ii) price lists, or (iii) price change notices issued by Avago from time to time or other prices as may be set forth in Avago quotations. “Price Book” is the published list of Products that Distributor is eligible to purchase from Avago. The Price Book may be in either paper copy or in electronic format.

Prices are exclusive of applicable sales, use, service, value added, Goods and Services Taxes (“GST”) or similar taxes or duties. Unless Distributor has provided Avago with an appropriate exemption certificate for the Delivery jurisdiction, Distributor is responsible for paying such sums. Prices are subject to change by Avago at any time. Avago will provide Distributor with thirty (30) days advance written notice of price increases. In the event of a price increase, Avago will not increase the price of Products currently on Avago backlog for a period of thirty (30) days following the effective date of the price increase. After this period of thirty (30) days, the price of the Products currently on Avago backlog will be increased in accordance with the new price levels. In the event of a price increase where Distributor requests an order to be pulled in but where Avago cannot fulfill the order, on an exception basis only, and with prior written approval from Avago, Avago may approve the use of a SSD for the difference between the old and the new price.

Price decreases will be effective as of the date specified in the price change notice. Avago will issue a Price Book or other notification of Product pricing to Distributor quarterly.

If Avago reduce its price(s), Products will be eligible for a price protection credit equal to the difference between the net price paid by Distributor and the reduced price. Eligible Products include only those Products in transit to Distributor as of the effective date of the price reduction and Products in Distributor’s inventory as of that date. Price protection credits will be given on a quarterly basis for impacted Products in the quarter in which such price reduction occurs.

All Products shipped on or after the effective date of any price decrease will be shipped and invoiced at the price in effect at the time of shipment.

Distributor will sell Products to its Customers at prices, and terms and conditions it deems appropriate. Avago’s suggested resale prices are for guideline purposes only. “Customer” is defined as the third party that the Distributor sells the Product to.

Should Avago determine that the Distributor, alone or in collusion, with the Customer, has deliberately misrepresented the targeted resale price and/or volume requirements of a sale to obtain a non-standard cost, Avago reserves the right to bill back the Distributor in an amount not to exceed the original suggested resale price. Repeated offenses may result in the withdrawal of Avago’s support of special cost quotations. In the case of “under protection” quotes, the bill-back will be to current book cost.

For quotations provided to Distributor based on volume pricing, Avago will have the right to bill Distributor for the difference between quoted price and Distributor Cost for actual volume lower than eighty (80%) percent of quoted volume. 5.9 Distributors may not sell Products into a region that is different from the region where the Products were purchased from Avago without Avago’s prior written consent which will not be unreasonably withheld.

Avago will acknowledge Distributor’s orders in writing or electronically within five (5) business days of receipt, except for Products in allocation. Order acknowledgments will contain Avago’s estimated ship date.

Stocking Orders. The minimum order shippable line item requirement is five hundred United States dollars ($500.00) in the Americas and Asia Pacific or five hundred Euro (€500.00) in Europe.

ALL ORDERS PLACED WITH AVAGO THAT ARE LESS THAN THE MINIMUMS WILL AUTOMATICALLY BE INCREASED TO THE NEXT LOGICAL STANDARD PACKAGING INCREMENT (“SPI”) WHICH MEETS THE MINIMUM SHIPPABLE ORDER LINE ITEM VALUE. Avago will make commercially reasonable efforts to meet Distributor’s Delivery and Shipment requirements. If Avago is unable to meet Distributor’s Delivery and Shipment requirements, the parties may agree to alternate arrangements. In the absence of such agreement, Distributor’s sole remedy is to cancel the remainder of the order.

Title, risk of loss and damage to Products will pass to Distributor, and acceptance upon Delivery. “Delivery” occurs when Avago places the Product(s) at Distributor’s or Distributor’s representative’s disposal at the named place agreed to by Avago in accordance with the quoted Incoterms (Incoterms 2000). If special shipping instructions are agreed, additional charges will be billed separately.

Distributor may cancel an order in whole or in part for Standard Products, at no charge, provided that written or electronic notification is received by Avago thirty (30) or more calendar days prior to the acknowledged ship date. For Standard Product orders cancelled within thirty (30) days from the acknowledged ship date, Distributor may be liable for a percentage of the purchase price as quoted by Avago within four (4) business days of the time of cancellation request for Work In Progress (“WIP”) Products manufactured to meet Distributor’s/Distributor’s Customer’s order(s). Order line items that have been rescheduled within ten (10) days of the acknowledged ship date cannot be cancelled. For Custom Products, Distributor is responsible for full liability at the purchase price for: (1) all Finished Goods Inventory (“FGI”) in transit and at the factory; and (2) for WIP manufactured to meet Distributor/Distributor’s Customer’s order(s). Orders for Custom Products are non-cancelable.

Order line items may initially be scheduled for shipment within six (6) months of the original order date. Requests to reschedule orders for Standard Products must be made at least ten (10) calendar days prior to the acknowledged shipment date. Unless otherwise noted on Avago’s quotation to the Distributor, orders for Custom Products are subject to a minimum ten (10) calendar week window for schedule changes. If the lead-time for Custom Products is greater than ten (10) calendar weeks schedule changes are not permitted within lead-time. Requests for reschedules must have a reschedule date that falls within

the same Avago quarter as the shipment was originally scheduled. Avago quarters are November 1 through February 3, February 4 through May 4, May 5 through August 3 and August 4 through November 2.

Notwithstanding any provisions above, order line items for Custom Products from Solid-State Illumination Division with prefixes ‘A’ and ‘H’ that are not in the Avago Price Book (“SID Products”) may be cancelled or rescheduled providing such cancellation or reschedule is done sixty (60) or more days prior to the scheduled ship date. A current list of SID Products is attached as Exhibit SID. The Exhibit SID may be amended by Avago as new Products are added or when Products are at end of life.

Avago will make commercially reasonable efforts to meet delivery commitments to Distributor. Under no circumstances will Avago be liable for damages of any kind as the result of any delay in meeting a scheduled shipment.

Payment terms for all Products purchased under this Agreement including bill back invoices will be thirty (30) days from date of Avago’s invoice. Avago may change credit terms which could include cash in advance at any time should Distributor’s financial condition or previous payment record so warrant. Avago agrees that it will not change the thirty (30) day payment terms unless agreed by both parties in writing or unless Distributor’s financial condition or previous payment history so warrant.

Avago may discontinue performance if Distributor fails to pay any sum due, or fails to perform under this or any other Avago agreement if, after ten (10) days written notice of breach, the failure has not been cured.

Distributor acknowledges that delinquent account status may result in Avago’s suspension of shipments and/or cooperative programs in support of the Distributor, until the payment performance becomes current.

Distributor guarantees the timely payment of any monetary sum due to Avago, incurred by any of its Affiliate(s) who are authorized to sell or purchase Products by Distributor on Distributor’s behalf. Distributor further agrees that if any of its Affiliate(s) fails to pay any sum due within thirty (30) days of Avago’s written request for payment that Distributor will pay the sum due to Avago.

Avago will give Distributor reasonable written notice of engineering changes or any reclassification of Products that will affect the form, fit, or function as described in the relevant Specifications of any Products in Distributor’s inventory. If these changes or reclassifications adversely affect the sale of Distributor’s inventory of such Products once the changes or reclassifications are implemented, then:

Avago will cooperate with Distributor to sell such affected inventory. Such limited support will last for a period up to one hundred twenty (120) days after the first public announcement of such change or reclassification or the first shipment of the changed or reclassified Product, whichever occurs first.

If any of the affected Product(s) still remain in Distributor’s inventory after these efforts, Avago may elect to: (a) Replace it with upgraded Products; or (b) repurchase any or the entire affected inventory at Distributor’s actual net invoice cost less any prior credits. Avago will pay all freight charges associated with this return provided that Avago approves the carrier and freight method prior to such return.

At its sole election, Avago may allow Distributor to scrap affected Product.

Avago may discontinue the manufacture, sale and/or the support of any Product. Avago will endeavor to give Distributor at least ninety (90) days advance written notice of Product discontinuance, and to include instructions for last time buy and last time shipment.

All End of Life (“EOL”) orders, after Avago’s announcement, are non-cancelable and non-returnable.

If Distributor wishes to return any discontinued Products in its inventory, Distributor must do so within thirty (30) days after the last-time-ship date. Upon Avago’s written approval, Products must be returned to Avago unused and in original factory packaging. Distributor will receive full credit for all such Products so returned.

Any such credit will be in the amount of the actual invoice price paid by Distributor for the discontinued Products less any prior credits. Avago will pay freight charges for such returns provided that Avago approves the carrier and freight method prior to the return.

Distributor will comply with U.S. and other applicable laws and regulations (including without limitations laws and regulations prohibiting transfers, exports, and re-exports, unless written authorization is obtained from the appropriate government).

The supply of Products and Technology to Distributor is subject to Avago receiving any required export authorizations. Distributor will upon Avago’s request furnish all information and documentation concerning the Distributor, its Customers, and/or final end-users necessary for Avago to obtain any required export authorizations.

Notwithstanding the obligations set forth in the FCA trade term as defined in Incoterms 2000, for any order where the FCA address specified is located within the United States and the final end use destination is outside of the United States, Distributor assumes responsibility to determine the U.S. export authorization requirements, to obtain the appropriate U.S. export license if necessary, and to report proper U.S. export statistics, and/or carry out any customs formalities for the export of the items from the United States purchased from Avago Technologies U.S., Inc.

Distributor expressly agrees not to sell or otherwise transfer Products and Technology to companies or persons on the Trade Compliance Export Control Restricted Parties List and Specially Designated Nationals and Blocked Persons List, and to any other prohibited parties set forth on a list published by the U.S. Government (collectively “Lists of Designated Parties”). Distributor will inform any of its subsidiaries, plants, branches or sister companies, sub-Distributors and

subcontractors that are included in this Agreement of these restrictions. Distributor also will obtain updated Lists of Designated Parties from the U.S. Government. When available and upon the Distributor’s request, Avago may provide the Avago Restricted Parties List to Distributor.

Distributor will comply with any U.S. or other appropriate government laws and/or regulations prohibiting transfers and exports to certain persons or countries engaging in weapons of mass destruction (nuclear, chemical, or biological) activities, missile (including space launch and un-manned air vehicle) systems, unless written authorization is obtained from the U.S. Government. Distributor also will comply with any U.S. or other appropriate government laws and/or regulations related to embargoes, sanctions, and/or terrorist activities.

When Distributor sells Products and licenses Technology directly to a Customer, it will notify the Customer that it must comply with the export control laws and regulations of the U.S. Government and other appropriate governments.

Unless otherwise agreed, Products and Technology supplied by Avago are authorized for resale in the defined territory only. To the extent permitted by law, Distributor will not, without Avago’s prior written consent, sell Products outside its territory. If Distributor intends to re-export Products and Technology outside the territory, or sell them to a third party where it knows or has reason to know that the third party will re-export these Products, technology and/or documentation, Distributor agrees to inform Avago immediately, but not later than the time the order is placed, so that any export authorizations required by the U.S. Government and/or other governments may be obtained.

TRADEMARKS; LOGOS; TRADE NAMES

Distributor’s rights and obligations regarding the use of Avago trademarks are in Addendum 7. Distributor and its Affiliates may attach labels to the Products with the Distributor or the Affiliate name and address solely for the purpose of directing end-users to sale and service assistance.

Distributor grants to Avago a non-exclusive, royalty-free right to use the Distributor trademarks (“Distributor Marks”) in advertising and promotional material solely for directing prospective purchasers of the Products to Distributor, in accordance with Distributor’s policies as communicated to Avago. Avago acknowledges Distributor Marks are trademarks of Distributor and that they will remain the sole property of Distributor.

Avago’s right to use the Distributor Marks arises solely by virtue of this Section 18, and Avago will acquire no rights in the Distributor Marks through this use. Avago agrees not to attack or challenge the validity of the Distributor Marks as trademarks, Distributor’s ownership thereof, or Distributor’s right to control the use of the Distributor Marks. Avago agrees that any use it makes of the Distributor Marks will inure to the benefit of Distributor.

CONFIDENTIALITY

In the event that confidential information is exchanged, independently whether the discloser is made to or by a party hereunder or any of its Affiliates, each

party (as “Recipient”) will protect the confidential information of the other (as “Discloser”) in the same manner in which it protects its own like proprietary, confidential and trade secret information. Disclosed information will be regarded, for the purposes of this Agreement, as confidential information if either (i) Discloser furnishes such information in writing and marks such information as “Confidential” or (ii) if such information is provided orally, then Discloser confirms, in writing, to Recipient that it is confidential within thirty (30) days of its communication that it is confidential. Such information will remain confidential for three (3) years after the date of disclosure.

This Section imposes no obligation upon a Recipient with respect to confidential information which: (i) was in the Recipient’s possession before receipt from the Discloser; (ii) is or becomes a matter of public knowledge through no fault of the Recipient; (iii) is rightfully received by the Recipient from a third party without a duty of confidentiality; (iv) is disclosed by the Discloser to a third party without a duty of confidentiality on the third party; (v) is independently developed by the Recipient; (vi) is disclosed under operation of law; or (vii) is disclosed by the Recipient with the Discloser’s prior written approval.

A Recipient may pass confidential information to its Affiliates provided that Recipient warrants that such Affiliates will abide by the provisions of this Section 19. The terms of this Agreement, attached Exhibits, and Addenda will be Confidential Information.

WARRANTY

Avago warrants Product against defects in materials and workmanship for a period of: i) [*] months of shipment to end-Customer or three (3) years from the Product shipment to the Distributor whichever is less for Standard Product; and ii) [*] months from shipment to end-Customer or one (1)year from the Product shipment to Distributor whichever is less or the minimum warranty period specified under legal requirements in the country where the Product is sold for Custom Product (“Warranty Period”). Avago further warrants that, during the Warranty Period, Product will conform to Avago’s relevant published technical or functional specifications in effect on the date Avago ships Customer’s order (“Specifications”). This warranty extends only to Distributor and not to indirect purchasers or users. In the event of Avago confirms the defects or non-conformance to Specifications during the Warranty Period, Avago will, at its option, repair or replace the affected Products, or refund of the net purchase price.

Unless Avago agrees in writing that Distributor and or Customer have configuration control, Avago may make process or materials changes affecting the performance or other characteristics of Product. Product supplied after such a change will continue to meet Avago’s published minimum/maximum Specifications, but may not be identical to Product supplied as samples or under prior orders.

Avago warrants that Software will not fail to execute its programming instructions due to defects in materials and workmanship when properly installed and used on the hardware designated by Avago. Avago further warrants

that Avago standard Software will substantially conform to Specifications. Avago does not warrant that Software will operate in hardware and software combinations selected by Customer, or meet requirements specified by Customer.

Some Products may contain remanufactured parts equivalent to new in performance.

The above warranties do not apply to defects resulting from improper or inadequate maintenance; Distributor, Customer or third party supplied software, interfacing or supplies; unauthorized modification; improper use or operation outside of the Specifications for the Product; abuse, negligence, accident, loss or damage in transit; improper site preparation; or unauthorized maintenance or repair.

THE ABOVE WARRANTIES ARE EXCLUSIVE AND NO OTHER WARRANTY, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. AVAGO SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

The warranty described above may be offered to the Distributor’s Customers on Avago’s behalf. It is the only warranty that the Distributor is authorized to make on Avago’s behalf and shall run from the date of shipment from Avago to Distributor. Distributor is authorized to pass this warranty through to Distributor’s Customers.

Any Product to be returned under the terms of the warranty must be shipped to Avago directly from Distributor. Warranty returns are exempt from Avago date code restrictions, as may be redefined from time to time.

Avago’s liability under this warranty is specifically limited to replacement of defective Products manufactured by Avago and shown to have been procured from Avago directly, or transferred from another Avago Distributor with Avago’s approval. Avago Products acquired from unauthorized sources are not warranted.

All returns of Product deemed defective by the Distributor must be accompanied by a full description and specific reason for rejection, including the Customer or end customer’s rejection paper-work.

Relevant Avago personnel must be notified of all significant quality problems.

The warranty will not extend to Product that has been modified, tested outside the Avago specifications, or remarked in any way, without the express written consent of Avago.

INTELLECTUAL PROPERTY CLAIMS

Avago will defend or settle any claim against Distributor that Products (excluding Custom Products where infringement is the result of Distributor or Customers provided design or specification) delivered under these Terms infringe an intellectual property right in the country where Products are used or sold, provided that Distributor promptly notifies Avago in writing, cooperates with and provides control of the defense or settlement, to the extent legally permissible.

If there is an infringement claim under Section 21.1 Avago will pay infringement claim defense costs, settlement amounts and court awarded damages. If such a claim appears likely, Avago may, at its option, modify Products,

procure any necessary license, or replace it. If Avago determines that none of these alternatives is reasonably available, Avago will refund Distributor’s purchase price minus any credits that may have been applied upon return of the Product.

Avago has no obligation for any claim of infringement arising from: (i) Avago’s compliance with, or use of Distributor’s or any Customer’s designs, specifications or instructions or technical information; (ii) Avago’s use of technical information or technology provided by Distributor or Customer; (iii) Product modification by Distributor, Customer, or by any other party; (iv) Product use prohibited by Specifications or related application notes; or (v) Use of the Product or Software with products not supplied by Avago.

THIS SECTION 21 STATES AVAGO’S ENTIRE LIABILITY TO DISTRIBUTOR AND ITS CUSTOMERS FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT.

LIMITATION OF REMEDIES AND LIABILITY

In no event will Avago, its subcontractors or suppliers or Distributor be liable for special, incidental, indirect or consequential damages, including downtime costs, loss of data, restoration costs, lost profits, or cost of cover, regardless of whether such claims are based on contract, tort, warranty or any other legal theory, even if advised of the possibility of such damages. This exclusion is independent of any remedy set forth in these Terms.

To the extent that limitation of liability is permitted by law Avago’s liability to Distributor is limited to the lesser of (i) the amount actually paid by Distributor to Avago for the Product or Software that is the subject of such damages in the twelve (12) months prior to the accrual of such damages, or (ii) U.S. one million dollars ($1,000,000.00), except that Avago’s obligation to make warranty refunds under Section 20 is limited to the Product purchase price for the affected Products.

The limitations set forth in Sections 22.1 and 22.2 will not apply to infringement claims under Section 21, and confidentiality claims under Section 19, or to damages for bodily injury or death.

THE REMEDIES IN THESE TERMS ARE DISTRIBUTOR’S SOLE AND EXCLUSIVE REMEDIES.

CHANGES AND AMENDMENTS

From time to time, Avago may change Avago policies or programs. This Agreement can only be amended by the written agreement of the parties.

Avago may, from time to time, change (including without limitation make additions to or deletions) Avago’s policies and procedures. Avago will give Distributor written notice of any proposed changes. Distributor will have thirty (30) days from the receipt of the notice to provide Avago with a written objection to a change. Avago and Distributor agree to exercise reasonably commercial efforts to resolve any objection as quickly as practicable. If Avago and Distributor cannot resolve any disagreement within ten (10) days following the date of Distributor’s objection, Avago reserves the right to unilaterally implement the change. If at the end of the negotiation, the Parties have not reached written agreement relative to the objection, and Avago has not agreed to withdraw the change to

which Distributor gave notice of its objection, either party may terminate this Agreement. Upon such termination, Avago will re-purchase Distributor’s inventory of Products as provided, if applicable, under sections 24.4 and 24.5. Each party agrees that the other has made no commitments regarding the duration or renewal of this Agreement beyond those expressly stated in this Agreement.

TERM AND TERMINATION

Unless earlier terminated as provided in this section, this Agreement will expire on January 20, 2010, but will continue to apply to orders previously accepted by Avago prior to such termination. This Agreement will automatically be renewed for two (2) successive one-year terms unless either party provides the other party with thirty (30) days prior written notice to the contrary. Within sixty (60) days of the end of the initial term of this Agreement or expiration of either renewal period, in the event that either party wants to negotiate a new agreement, either party shall provide notice to the other party of such.

Either party may terminate this Agreement at any time without cause, but only with thirty (30) days prior written notification. Such termination will be effective on the date stated in such notice.

Avago may terminate this Agreement     immediately for cause if Distributor: 1)   becomes insolvent; 2) admits in writing its inability to pay its debts as they mature;     3) ceases to function as a going concern or conduct its operations in the normal course of business; 4) assigns or transfers, either voluntarily or by operation of law, any or all of its rights or obligations under this Agreement without having obtained the prior written consent of the other party;     5) effects any material change in its management or ownership (for the purposes of this subparagraph, a change of twenty-five (25%) percent or more in ownership will be deemed a material change in ownership); 6) upon the filing of a petition by or against it under any state or federal bankruptcy or insolvency law, fails to tender to Avago a guaranty of its obligations under this Agreement by a person, firm or other entity having a net worth of at least eighty-five (85%) percent of its own net worth as of the commencement of this Agreement, such guaranty to be in a form satisfactory to Avago; or 7) fails to perform any of its obligations under this Agreement so as to be in default and fails to cure such default within thirty (30) days after written notice.

If Distributor terminates Avago for cause or if Avago terminates Distributor for convenience, Distributor may return to Avago for credit against outstanding balance or for repurchase, any Standard Products purchased under this Agreement in Avago’s then current Price Book subject to a ten percent (10%) restocking charge. The repurchase price for such unsold Products will be the actual net invoice price paid by Distributor less any prior credits.

If Avago terminates Distributor for cause or if Distributor terminates Avago for convenience, Avago may require that Distributor return any Standard Products purchased under this Agreement still remaining in Distributor’s inventory to Avago. If Avago terminates for its

convenience or for any reason other than those listed in Section 24.3 then Avago will pay all freight charges associated with such repurchase of Products.

The parties agree that in the event of termination Distributor and Avago shall work together for a period of ninety (90) days to help ensure that customers will continue to receive appropriate customer support for the Products.

Upon the termination or expiration of this Agreement, the parties intend to cooperate with one another to minimize any negative impact on Arrow customers purchasing Avago Products and provide for an orderly disposition of Arrow’s inventory of such Products as Avago and Arrow wind up the business conducted under this Agreement.

Avago and Arrow will cooperate with one another in allowing the placement of orders and the cancellation or rescheduling of orders for all Avago Products where the purpose of such order placement, cancellation or rescheduling is to insure delivery of Avago Products to customers having a need for such Products.

Notwithstanding the termination or expiration of this Agreement, Avago will continue to provide ordinary pricing debit authorizations and otherwise cooperate with Arrow in accordance with past practices to facilitate the sale of Avago Products to customers.

All Products to be repurchased under this Section must have been shipped by Avago to Distributor within the previous [*] months prior to the termination and must be in unused, factory-shipped condition and must be returned in original smallest unit packaging.

After any termination of this Agreement, Avago agrees to sell to Distributor any Products which Distributor is contractually obligated to furnish to a Customer and which Distributor does not have in its inventory, provided that Distributor orders such Products within ten (10) days after the effective date of termination.

Distributor agrees to maintain and to provide to Avago monthly sales records for a one (1) year period as determined by the notification date.

If either party becomes insolvent to the extent that it is unable to pay its debts when due or has its assets assigned, the other party may cancel any unfulfilled obligations.

GENERAL

Independent Contractors. The parties agree that Avago and Distributor are independent contractors and each is engaged in the operation of its own business and neither will be considered the agent of the other for any purpose whatsoever. Nothing contained in this Agreement will be construed to establish a relationship that would allow either party to make representations or warranties on behalf of the other except as expressly provided by these Terms. Avago and Distributor agree that this Agreement does not establish a franchise, joint venture or partnership.

Assignment. Distributor may not assign this Agreement without Avago’s prior written consent. Without limiting the foregoing, this Agreement will be binding upon and inure to the benefit of the parties, their successors and assigns.

Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject

matter and supersedes all related prior agreements, written or oral, between the parties. Amendments to this Agreement must be in writing and signed by the duly authorized officers of the parties.

No Implied Waivers. Neither party’s failure nor delay to exercise any of its rights under these Terms will be deemed a waiver of forfeiture of those rights.

Severability. To the extent that any provision of these Terms is determined to be illegal or unenforceable, the remainder of these Terms will remain in full force and effect.

Survivorship. All obligations and duties in these Terms which by their nature will extend beyond the expiration or termination of this Agreement will survive and remain in effect.

Force Majeure. Neither party will be liable for failure to fulfill its obligations under this Agreement or any purchase order issued under this Agreement or for delays in delivery due to causes beyond its reasonable control, including, but not limited to, acts of God, acts or omissions of the other party, man-made or natural disasters, material shortages, strikes, delays in transportation or inability to obtain labor or materials through its regular sources. The time for performance of any such obligation will be extended for the time period lost by reason of the delay.

Use of Product in Nuclear Facility. AVAGO’S PRODUCTS AND SOFTWARE ARE NOT SPECIFICALLY DESIGNED, MANUFACTURED OR AUTHORIZED FOR SALE AS PARTS, COMPONENTS OR ASSEMBLIES FOR THE PLANNING, CONSTRUCTION, MAINTENANCE OR DIRECT OPERATION OF A NUCLEAR FACILITY OR FOR USE IN MEDICAL DEVICES OR APPLICATIONS. AVAGO IS NOT LIABLE IF PRODUCTS OR SUPPORT PURCHASED BY DISTRIBUTOR OR DISTRIBUTOR’S CUSTOMERS ARE USED FOR THESE APPLICATIONS.

Conflicting Terms/Laws. The parties agree that the terms and conditions of this Agreement will prevail. Any Avago or Distributor additional or different terms and conditions will not apply. Both parties agree that they will adhere to all applicable laws and regulations for Products ordered and supplied under this Agreement including, but not limited to, export and privacy requirements.

Consents and Approvals. Any consents or approvals required under this Agreement will not be unreasonably withheld.

Headings. The Table of Contents, if any, and headings of paragraphs in this Agreement are inserted for convenience of reference only and will be ignored in the construction or interpretation of these Terms.

Product and Other Communications. Avago will keep Distributor informed on a timely basis about New Products Introductions (“NPI”), Product change and obsolescence notifications, press and technology announcements, demand creation programs rollout, tools and services announcements, management changes and announcements, and any other communication of a general nature. These communications will be in the form of emails, newsletters, direct mail, surveys, seminars or management meetings, etc. These communications will take precedence over any opt-out option selected by Distributor when they register on the Avago website.

Language. The Parties expressly agree that this Agreement and any related documents be drawn in English.

Governing Law. These Terms will be governed according to the laws of California. The Superior Court of the County of Santa Clara or the United States District Court for the Northern District of California will have jurisdiction and venue for all controversies arising out of, or relating, to this Agreement. The parties expressly waive the applicability of the UN Convention on Contracts for the International Sale of Goods and it will not apply to the terms and conditions of this Agreement. The prevailing party shall be awarded its reasonable attorney fees, and costs and expenses incurred in any litigation arising under these Terms.