Mandatory Exchange Amendment executed March 23, 2018

Exhibit 2.1

AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

BROADCOM CAYMAN L.P.

This Amendment (this “Amendment”) to the Amended and Restated Limited Partnership Agreement dated February 1, 2016 (the “Agreement”) of Broadcom Cayman L.P., an exempted limited partnership registered in the Cayman Islands (the “Partnership”), is made on March 23, 2018, by Broadcom Limited (the “General Partner” or “Holdings”) and the applicable Limited Partners. Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

WHEREAS, in accordance with Section 3.1 of Schedule A to the Agreement, the rights, privileges, restrictions or conditions attaching the Exchangeable Units may be amended by the General Partner together with the approval of the holders of at least 85% of the outstanding Exchangeable Units (excluding any Exchangeable Units held by Holdings or any of its Subsidiaries) if any such amendment would adversely affect the rights, privileges, restrictions or conditions attaching to the Exchangeable Units relative to the Holding Shares; and

WHEREAS, the General Partner and the holders of at least 85% of the outstanding Exchangeable Units (excluding any Exchangeable Units held by Holdings or any of its Subsidiaries) have approved this Amendment.

NOW, THEREFORE, the Agreement is hereby amended by the inclusion of new Section 2.9 of Schedule A of the Agreement:

In the event that (i) Holdings implements the Scheme of Arrangement in substantially the form attached hereto as Exhibit A on or before December 31, 2018 or such later date as is approved by the General Partner and the holders of at least 85% of the outstanding Exchangeable Units (excluding any Exchangeable Units held by Holdings or any of its Subsidiaries) (the “Scheme”) contemplated by that certain Implementation Agreement, in substantially the form attached hereto as Exhibit B, between Holdings and Broadcom Inc., a Delaware corporation (“Broadcom-Delaware”), and (ii) the Tax Condition (as defined below) is satisfied, then all outstanding Exchangeable Units (excluding any Exchangeable Units held by Holdings or any of its Subsidiaries) shall be mandatorily exchanged, without any action on the part of Holdings, Broadcom-Delaware, the Partnership or any holder of such Exchangeable Units, on a unit-for-share basis, for shares of common stock of Broadcom-Delaware, whereupon each Limited Partner shall receive from Broadcom-Delaware one share of common stock of Broadcom-Delaware in exchange for each Exchangeable Unit held by such Limited Partner (the “Mandatory Exchange”). The Mandatory Exchange contemplated by this Section 2.9 shall be effective as of immediately prior to the effectiveness of the Scheme.

For purposes of the foregoing paragraph:

Upon the effectiveness of such mandatory exchange:

Such mandatory exchange shall have the following effects:

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Except as specifically amended by this Amendment, the Agreement is, and shall remain, in full force and effect.

This Amendment shall be governed by and construed in accordance with the laws of the Cayman Islands, and the Partners hereby submit to the jurisdiction of the courts of the Cayman Islands.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the undersigned have executed this Amendment as a Deed on the day and year first above written.

EXECUTED as a DEED by:

GENERAL PARTNER:

Broadcom Limited

In the presence of:

Witness

EXECUTED as a DEED for and on behalf of the Limited Partners by:

Broadcom Limited as General Partner

In the presence of:

Witness

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Exhibit A

Form of Scheme of Arrangement

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IN THE HIGH COURT OF THE REPUBLIC OF SINGAPORE

Originating Summons    )

No. [●] of [●]                   )

In the Matter of

Broadcom Limited

(RC No. 201505572G)

…Applicant

and

In the Matter of Section 210 of the Companies Act, Chapter 50

SCHEME OF ARRANGEMENT

under Section 210 of the Companies Act, Chapter 50

Between

Broadcom Limited,

a public company limited by shares incorporated under the laws of the Republic of Singapore,

And

the Scheme Shareholders (as defined herein)

And

Broadcom Limited, a Delaware corporation

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PRELIMINARY

In this Scheme of Arrangement, except to the extent that the context requires otherwise, the following expressions shall bear the following respective meanings:

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The term “Shareholder”, in relation to any Broadcom-Singapore Share, includes a person entitled to that Broadcom-Singapore Share by transmission.

Words importing the singular shall, where applicable, include the plural and vice versa and words indicating a specific gender shall, where applicable, include the other genders (male, female or neuter). References to persons shall, where applicable, include corporations.

A reference to an enactment or statutory provision shall include a reference to any subordinate legislation and any regulation made under the relevant enactment or statutory provision and is a reference to that enactment, statutory provision, subordinate legislation or regulation as from time to time amended, consolidated, modified, re-enacted or replaced, whether before or after the date of this Scheme.

Any reference to a time of day and date shall be a reference to Singapore time and date respectively, unless otherwise specified.

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RECITALS

PART I

CONDITIONS PRECEDENT

PART II

TRANSFER OF THE SHARES

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PART III

SATISFACTION OF SCHEME CONSIDERATION

PART IV

EFFECTIVE DATE

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Dated [●]

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Exhibit B

Form of Implementation Agreement

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FORM OF IMPLEMENTATION AGREEMENT

THIS AGREEMENT is made on [●], 2018

BETWEEN:

WHEREAS:

The Company proposes to cause the transfer of all the issued ordinary shares in the capital of the Company (the “Broadcom Limited Ordinary Shares”) to New US Topco by way of a scheme of arrangement (the “Redomiciliation”) in accordance with Section 210 of the Companies Act (Chapter 50 of Singapore) (the “Companies Act”), and New US Topco and the Company have agreed in good faith to implement the Redomiciliation upon and subject to the terms and conditions of this Agreement.

NOW IT IS HEREBY AGREED as follows:

“ACRA” means the Accounting and Corporate Regulatory Authority of Singapore;

“Broadcom Consideration Fund” shall have the meaning ascribed to it in Clause 4.6.1;

“Broadcom Limited Certificate” shall have the meaning ascribed to it in Clause 4.3;

“Broadcom Limited Equity Plans” means (i) the Avago Technologies Limited 2009 Equity Incentive Award Plan, (ii) the LSI Corporation 2003 Equity Incentive Plan, (iii) the Avago Technologies Limited Employee Share Purchase Plan, (iv) the Emulex Corporation 2005 Equity Incentive Plan, (v) the Broadcom Corporation 2012 Stock Incentive Plan, (vi) the Broadcom Corporation 1998 Stock Incentive Plan, (vii) the Brocade Communication Systems, Inc. 2009 Stock Plan, and (viii) the Brocade Communications Systems, Inc. Amended and Restated Inducement Award Plan, each as amended to date;

“Broadcom Limited ESPP” means the Broadcom Limited Second Amended and Restated Employee Share Purchase Plan;

“Broadcom Limited ESPP Award” shall have the meaning ascribed to it in Clause 5.4;

“Broadcom Limited Ordinary Shares” shall have the meaning ascribed to it in the Recital;

“Broadcom Limited Preference Shares” means the redeemable preference shares in the capital of the Company bearing the rights, privileges and restrictions set forth in the constitution of the Company;

“Broadcom Limited PSU Award” means a performance share unit denominated in Broadcom Limited Ordinary Shares granted pursuant to one of the Broadcom Limited Equity Plans;

“Broadcom Limited RSU Award” means a restricted share unit award denominated in Broadcom Limited Ordinary Shares granted pursuant to one of the Broadcom Limited Equity Plans;

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“Broadcom Limited Share Option” means an option to purchase Broadcom Limited Ordinary Shares granted pursuant to one of the Broadcom Limited Equity Plans;

“Broadcom Limited Shares” means the Broadcom Limited Ordinary Shares and the Broadcom Limited Preference Shares;

“Business Day” means a day (excluding Saturdays, Sundays and gazetted public holidays) on which commercial banks are open for business in the State of California and the Republic of Singapore;

“CEDE” shall have the meaning ascribed to it in Clause 7.1.2;

“Companies Act” shall the meaning ascribed to it in the Recital;

“Consideration” shall have the meaning ascribed to it in Clause 4.2;

“Converted Topco Option” shall have the meaning ascribed to it in Clause 5.1;

“Converted Topco RSUs” shall have the meaning ascribed to it in Clause 5.2;

“Court” means the High Court of the Republic of Singapore, or where applicable on appeal, the Court of Appeal of the Republic of Singapore;

“Court Meeting” means the meeting of the Shareholders to be convened pursuant to the order of the Court, to approve the Redomiciliation and any adjournment thereof;

“Court Order” means the order of the Court sanctioning the Redomiciliation under Section 210 of the Companies Act;

“Effective Date” means the date on which the Redomiciliation becomes effective in accordance with Clause 4.4 of this Agreement and Section 210(5) of the Companies Act, and which date shall, in any event, be no later than the Long-Stop Date;

“Effective Time” means the time on the Effective Date at which the Court Order is lodged with ACRA;

“Encumbrances” means any liens, equities, mortgages, charges, encumbrances, security interests, hypothecations, easements, pledges, title retention, trust arrangement, hire purchase, judgment, preferential right, rights of pre-emption and other rights or interests conferring security or similar rights in favour of a third party;

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

“Exchange Agent” shall have the meaning ascribed to it in Clause 4.6.1;

“Governmental Agency” means any international, national, federal, state, provincial or local government or governmental, semi-governmental, administrative, regulatory, fiscal or judicial agency, authority, body, commission, department, exchange, tribunal or entity;

“Law” means any federal, state, local or foreign law (including common law), statute, ordinance, regulation, judgment, order, decree, injunction, arbitration award, franchise, license, agency requirement or permit of any Governmental Agency;

“Long-Stop Date” means [date], 2018;

“NASDAQ” means The NASDAQ Global Select Market;

“NASDAQ Shares” shall have the meaning ascribed to it in Clause 7.1.2;

“New US Topco Shares” means the shares of common stock, par value $0.001 per share, of New US Topco;

“Ordinary Shareholders” means the holders of Broadcom Limited Ordinary Shares as at the Effective Time;

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“Proxy Statement” means the definitive proxy statement (including any amendment or supplement thereto) relating to the Redomiciliation and this Agreement to be sent by Broadcom to the Shareholders relating to the Court Meeting;

“Redomiciliation” shall have the meaning ascribed to it in the Recital;

“Right” shall have the meaning ascribed to it in Clause 9.6;

“SEC” means the United States Securities and Exchange Commission;

“Shareholders” means the holders of Broadcom Limited Shares;

“Taxes” or “Taxation” means all forms of taxation and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions and levies, including income, withholding, stamp, goods and services tax and any other form of value-added tax, in each case whether of Singapore, the United States or elsewhere in the world, and all penalties, charges, costs and interest relating thereto;

“Warranties” means the representations, warranties, covenants and undertakings made by New US Topco in Schedule 1 or the representations, warranties, covenants and undertakings made by the Company in Schedule 2 (as the case may be) and “Warranty” means any one of them; and

“%” or “per cent.” means per centum or percentage.

The words “company”, “corporation”, and “subsidiary” shall have the same meanings in this Agreement as their respective definitions in the Companies Act.

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The Parties hereby agree to effect the Redomiciliation upon the terms and subject to the conditions of this Agreement.

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A demand, notice, or other communication made or given by one Party to another Party in accordance with this Clause 9.10 shall be effected and deemed to be duly served:

In proving such service it shall be sufficient to prove that delivery by hand was made, the envelope containing such notice or document was properly addressed and posted as a prepaid mail letter, and the facsimile confirmation note indicates the transmission was successful, as the case may be.

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Schedule 1

New US Topco’s Warranties

New US Topco represents and warrants to the Company that:

New US Topco is a company duly incorporated and validly existing under the laws of the State of Delaware.

New US Topco has the corporate power to enter into and perform its obligations under this Agreement and to carry out the transactions contemplated by this Agreement.

New US Topco has taken all necessary corporate action and obtained all necessary corporate approval to authorise entry into this Agreement and the performance of this Agreement and to carry out the transactions contemplated by this Agreement.

New US Topco’s obligations under this Agreement are valid, legally binding and enforceable in accordance with its terms.

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Schedule 2

The Company’s Warranties

The Company represents and warrants to New US Topco that:

The Company is a company duly incorporated under the laws of Singapore, with company registration number 201505572G and validly existing under its law of incorporation.

The Company has the corporate power to enter into and perform its obligations under this Agreement and to carry out the transactions contemplated by this Agreement.

The Company has taken all necessary corporate action and obtained all necessary corporate approval to authorise entry into this Agreement and the performance of this Agreement and to carry out the transactions contemplated by this Agreement.

The Company’s obligations under this Agreement are valid, legally binding and enforceable in accordance with its terms.

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In witness whereof this Agreement has been entered into on the date stated at the beginning.

NEW US TOPCO

COMPANY

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