EXHIBIT 2.4




ESCROW
AGREEMENT
  THIS
ESCROW AGREEMENT (the “Agreement”) is made
as of January 2, 2009, by and among PLX Technology, Inc. (the “Purchaser”),
VantagePoint Venture Partners IV (Q), L.P., as the representative (the “Stockholder
Representative”) of the holders of the outstanding securities of Oxford
Semiconductor, Inc., a Delaware corporation (the “Company”), and
Computershare Trust Company, N.A., a national banking association, as escrow
agent (the “Escrow
Agent”).
  WHEREAS,
pursuant to that certain Agreement and Plan of Merger dated as of
December 15, 2008 (the “Merger Agreement”),
by and among the Purchaser, a wholly-owned subsidiary of the Purchaser (the
“Merger Sub”),
the Company, and the Stockholder Representative, the Purchaser has agreed to
acquire all of the outstanding shares of capital stock of the Company, and
outstanding rights to acquire shares of capital stock, through the merger of the
Merger Sub with and into the Company;
  WHEREAS,
the Merger Agreement provides that two escrow accounts will be established to
secure the indemnification obligations and to provide for certain expenses of
the Stockholder Representative pursuant to Article 9 and Section 10.1 of the
Merger Agreement, on the terms and conditions set forth therein;
and
  WHEREAS,
the parties desire to establish the terms and conditions pursuant to which such
escrow accounts will be established and maintained.
  NOW,
THEREFORE, intending to be legally bound and in consideration of the mutual
provisions set forth in this Agreement and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
 Section
1.  Preliminary
Matters.
 1.1  Defined
Terms.  Capitalized terms used in this Agreement and not
otherwise defined have the meanings given them in the Merger
Agreement.  The Purchaser and the Stockholder Representative have
provided the Escrow Agent with a true and correct copy of the Merger
Agreement.  The parties acknowledge and agree as follows:
(a) references to the Merger Agreement and the incorporation by reference
herein of defined terms used in the Merger Agreement are solely for the
convenience of the Purchaser and the Stockholder Representative; and
(b) the Escrow Agent is not a party to the Merger Agreement and has no duty
to read or interpret use of any such defined term by the Purchaser or the
Stockholder Representative in any communication received by the Escrow Agent and
delivered pursuant to the Merger Agreement, in connection with its duties
hereunder.
  1.2  Consent of
Stockholders.  The Stockholders have, by virtue of their
approval of the Merger Agreement, consented to the
following:  (a) the establishment of the Escrow Fund to secure
certain Stockholders’ indemnification obligations under Article 9, and to
the establishment of the Stockholder Representative Fund to provide for certain
expenses of the Stockholder Representative pursuant to Section 10.1 of the
Merger Agreement in the manner set forth herein; (b) the appointment of the
Stockholder Representative as their representative for purposes of this
Agreement and as attorney-in-fact and agent for and on behalf of each
Stockholder, and the taking by the Stockholder Representative of any and all
actions and the making of any decisions required or permitted to be taken or
made by the Stockholder Representative under this Agreement; and (c) all of
the other terms, conditions and limitations in this Agreement.
  Section
2.  Appointment of Escrow
Agent.  The Purchaser and the Stockholder Representative each
hereby appoints and designates the Escrow Agent as escrow agent for the purposes
and upon the terms and conditions set forth in this Agreement.  The
Escrow Agent hereby accepts such appointment and agrees to hold and disburse any
Shares (as defined herein) received by it under this Agreement in accordance
with the provisions of this Agreement.  All references to the “Escrow
Agent,” as that term is used in this Agreement, refer to the Escrow Agent solely
in its capacity as such, and not in any other capacity whatsoever, whether as
individual, agent, fiduciary, trustee or otherwise.
 Section
3.  The
Funds.
  3.1  Escrow
Fund.  Pursuant to the Merger Agreement, the Purchaser will
deposit with the Escrow Agent immediately
prior to the Closing certificates representing 954,945 shares of Purchaser
Common Stock (the “Escrow Shares”),
registered in the name of Computershare Trust Company, N.A. as escrow agent for
the PLX Technology, Inc. / VantagePoint Venture Partners IV(Q), L.P. escrow
dated January 2, 2009.  The Escrow Agent hereby acknowledges receipt
of the Escrow Shares.  The Escrow Shares, as reduced by any
disbursements, is referred to in this Agreement as the “Escrow
Fund.”
 
 3.2  Stockholder Representative
Fund.  Pursuant to the Merger Agreement, the Company and the
Stockholder Representative will, within five Business Days of the Closing Date,
direct by joint written notice(s) to the Escrow Agent, that the Stockholder
Representative Fund Shares will be withheld and deposited into the Stockholder
Representative Fund.
  Section
4.  Income Earned on Stockholder
Representative Fund; Tax Treatment of Escrow Fund and Stockholder Representative
Fund.
  (a)  The
Escrow Agent will report to the Stockholder Representative the aggregate amount
of interest, dividends, capital gains and other income earned on (A) the
Stockholder Representative Fund  and (B) the Escrow Fund, if any,
(i) during any calendar year within 30 days of the close of such calendar
year, (ii) during the portion of the calendar year ending on the
termination of this Agreement within 10 days of such termination date, and
(iii) for any period within 10 days of receiving a written request for such
information from the Stockholder Representative.
  (b)  The
parties agree that, for federal and state income tax purposes, all taxable
income and deductions of the Stockholder Representative Fund will be allocated
to the Stockholders in accordance with their respective interests in the
Stockholder Representative Fund, and any payments of Stockholder Representative
fees and expenses from the Stockholder Representative Fund will be treated as a
reduction in the sales proceeds of the Merger to the Stockholders.
  (c)  The
parties further agree to treat the Escrow Fund in accordance with Section
1.468B-8 of the Proposed Treasury Regulations promulgated under the Internal
Revenue Code of 1986, as amended (the “Proposed Treasury
Regulations”), for federal and state income tax
purposes.  Thus, the Purchaser will be treated as the owner for tax
purposes of the assets held in the Escrow Fund (and taxable on the income of the
Escrow Fund) prior to any “determination date” within the meaning of the
Proposed Treasury Regulations.  After any determination date, the
Purchaser and the Stockholders shall be treated as the owners for tax purposes
of their respective shares of the Escrow Fund in accordance with their
respective interests in the Escrow Fund.   Said ownership
treatment applies solely for tax purposes and does not affect the parties’
rights to distributions from the Escrow Fund.
  (d)  The
Escrow Agent will file any applicable IRS Form 1099 consistent with the
foregoing treatment of the Stockholder Representative Fund and the Escrow Fund
to the extent required by applicable law.
  4.3Certification of Tax
Identification Number.  Each Stockholder will promptly provide
the Escrow Agent with  a properly completed Form W-9 (or with a
properly completed Form W-8 in the case of a non-U.S. person).  The
Escrow Agent may withhold any amounts required to be withheld from amounts
earned by, and payments to, the Stockholders under federal and state income tax
laws.  Neither the Purchaser nor the Stockholder Representative will
have any obligation to take any action to collect properly completed W-8s (or
W-9s) from the Stockholders.
 Section
5.  Escrow
Agent.
  5.1  Rights, Obligations and
Indemnification of Escrow Agent.
  (a)  This
Agreement expressly sets forth all the duties of the Escrow Agent with respect
to any and all matters pertinent to this Agreement.  No implied duties
or obligations will be read into this Agreement against the Escrow
Agent.  The Escrow Agent may perform its duties through its agents and
or affiliates.  The Escrow Agent will not be bound by the provisions
of any agreement between the Purchaser and the Stockholder Representative except
this Agreement.  Without limiting the generality of this
Section 5.1, the Escrow Agent has no obligation to assure or participate in
the enforcement or performance of the Merger Agreement whether or not the Escrow
Agent has knowledge or notice of the terms thereof, or any acts or omissions
relating thereto.
  (b)  The
Escrow Agent and its agents and affiliates will not be liable, except for its
own gross negligence or willful misconduct and, except with respect to claims
based upon such gross negligence or willful misconduct that are successfully
asserted against the Escrow Agent, the Purchaser and the Stockholders will
jointly and severally indemnify and hold harmless the Escrow Agent (and any
successor Escrow Agent) and its agents and affiliates from and against any and
all losses, liabilities, claims, actions, damages and expenses, including
reasonable attorneys’ fees and disbursements, arising out of and in connection
with this Agreement.  Escrow Agent shall not be liable for any
incidental, indirect, special or consequential damages of any nature whatsoever,
including, but not limited to, loss of anticipated profits, occasioned by a
breach of any provision of this Agreement even if apprised of the possibility of
such damages.
  (c)  The
Escrow Agent is entitled to rely upon any order, judgment, certification,
demand, notice, instrument or other writing delivered to it under this Agreement
without being required to determine the authenticity or the correctness of any
fact stated therein or the propriety or validity of the service
thereof.  The Escrow Agent may act in reliance upon any instrument or
signature believed by it to be genuine and may assume that the person purporting
to give a receipt or advice or make any statement or execute any document in
connection with the provisions of this Agreement has been duly authorized to do
so.  The Escrow Agent may conclusively presume that the undersigned
representative of any party to this Agreement which is an entity other than a
natural person has full power and authority to instruct the Escrow Agent on
behalf of that party unless written notice to the contrary is delivered to the
Escrow Agent.  The Escrow Agent may act pursuant to the advice of
counsel with respect to any matter relating to this Agreement and will not be
liable for any action taken or omitted by it in good faith in accordance with
such advice.
  (d)  The
Escrow Agent does not have any interest in the Escrow Fund or the Stockholder
Representative Fund but is serving as escrow holder only and has only possession
of the Escrow Fund and the Stockholder Representative Fund.
  (e)  The
Escrow Agent (and any successor Escrow Agent) may at any time resign as Escrow
Agent by delivering the Escrow Fund and the Stockholder Representative Fund to
any successor Escrow Agent jointly designated by the Purchaser and the
Stockholder Representative in writing as to the Escrow Fund and by the
Stockholder Representative in writing as to the Stockholder Representative Fund,
whereupon the Escrow Agent will be discharged of and from any and all further
obligations arising in connection with this Agreement.  The
resignation of the Escrow Agent will take effect on the earlier of (i) the
appointment of a successor or (ii) the day that is 30 days after the date
of delivery of its written notice of resignation to the Purchaser and the
Stockholder Representative.  If at that time the Escrow Agent has not
received a designation of a successor Escrow Agent, the Escrow Agent shall have
the right to petition a court of competent jurisdiction for the appointment of a
successor escrow agent.
  (f)  In the
event of any disagreement or controversy arising under this Agreement as to the
Escrow Fund or in the event that the Escrow Agent is in doubt as to what action
it should take under this Agreement with respect to the Escrow Fund, the Escrow
Agent will be entitled to retain the Escrow Fund until the Escrow Agent has
received (i) a final written resolution of a confidential binding
arbitration reached in accordance with Section 10.11 of the Merger Agreement
directing delivery of the Escrow Fund, or (ii) a written agreement executed
by the Purchaser and the Stockholder Representative directing delivery of the
Escrow Fund in which event the Escrow Agent will disburse the Escrow Fund, in
accordance with such order or agreement to the Escrow Agent to the effect that
the order is final.
  5.2 Escrow Agent’s Fees and
Expenses.  The Purchaser agrees to pay 100% of the fees and
expenses of the Escrow Agent as described in Schedule A-1 and the
Stockholder Representative agrees to pay 100% of the fees and expenses of the
Escrow Agent as described in Schedule A-2, each
appended to this Agreement for so long as any portion of the Escrow Fund or the
Stockholder Representative Fund is held by the Escrow Agent.  The fees
and expenses of the Escrow Agent to be paid by the Stockholder Representative
will be paid out of the Stockholder Representative Fund.
  Section
6.  Indemnification
Claims.
  6.1  The
Purchaser (on behalf of any Purchaser Indemnified Party) may, in accordance with
the provisions of Article 9 of the Merger Agreement, from time to time on
or before the expiration of the Indemnification Period, deliver to the
Stockholder Representative with contemporaneous delivery to the Escrow Agent a
Claim Notice pursuant to Section 9.3(a) of the Merger Agreement
containing (i) a description and, if known, the estimated amount of any
Losses incurred or reasonably expected to be incurred by the Purchaser
Indemnified Party, (ii) a reasonable explanation of the basis for the Claim
Notice to the extent of the facts then known by the Purchaser, and (iii) a
demand for payment of those Losses.
  6.2  Within 30
days after delivery of a Claim Notice, pursuant to Section 9.3(b) of the Merger
Agreement, the Stockholder Representative will deliver to the Purchaser with
contemporaneous delivery to the Escrow Agent a written response in which the
Stockholder Representative will either:
  (a)  agree
that the Purchaser Indemnified Party is entitled to receive all or a portion of
the Losses at issue in the Claim Notice, in which event the Escrow Agent will
promptly disburse the amount of such Losses to the Purchaser from and to the
extent of the Escrow Fund pursuant to Section 6.5 hereof; or
  (b)  dispute
the Purchaser Indemnified Party’s entitlement to indemnification by delivering
an Objection Notice pursuant to Section 9.3(b)(ii) of the Merger
Agreement setting forth in reasonable detail each disputed item, the basis for
each such disputed item and certifying that all such disputed items are being
disputed in good faith.
  6.3  If the
Stockholder Representative fails to take either of the foregoing actions within
30 days after delivery of the Claim Notice, then the Stockholder Representative
will be deemed to have irrevocably accepted the Claim Notice and the Stockholder
Representative will be deemed to have irrevocably agreed to pay the Losses at
issue in the Claim Notice.  In such event, the Purchaser will send
written notice of such failure to the Escrow Agent, who will promptly disburse
to the Purchaser from and to the extent of the Escrow Fund the amount of such
Losses pursuant to Section 6.5 hereof.  If, in an Objection Notice
given in accordance with Section 9.3(b)(ii) of the Merger Agreement and
Section 6.2(b) hereof, the Stockholder Representative agrees that the
Purchaser Indemnified Party is entitled to receive a portion of the Losses at
issue in the Claim Notice from the Escrow Fund, the Escrow Agent will disburse
to the Purchaser from Escrow Fund the amount so agreed by the Stockholder
Representative.
  6.4  If an
Objection Notice is delivered by the Stockholder Representative in accordance
with Section 9.3(b)(ii) of the Merger Agreement and Section 6.2(b)
hereof, then the amount of the Losses at issue in the Claim Notice (less the
amount, if any, acknowledged in the Objection Notice by the Stockholder
Representative as due the Purchaser Indemnified Party and disbursed to the
Purchaser), will be treated as a disputed claim and the amount of such disputed
claim will be held by the Escrow Agent as an undivided portion of the Escrow
Fund (which amount will continue to be available to satisfy other Claim
Notices), and the Escrow Agent will make disbursements with respect thereto only
in accordance with:
  (a)           the
Escrow Agent’s receipt of joint written instructions executed by the Purchaser
and the Stockholder Representative with respect to such amount; or
  (b)           the
Escrow Agent’s receipt of a copy of a notice from the Purchaser to the
Stockholder Representative, accompanied by a final written resolution of a
confidential binding arbitration reached in accordance with Section 10.11 of the
Merger Agreement.
  6.5  Any
indemnification of the Purchaser Indemnified Parties pursuant to Article 9 of
the Merger Agreement will be effected, at the binding election of the
Stockholder Representative to be made no later than two Business Days following
a final determination of the indemnifiable Losses under the Merger Agreement, by
either (i) wire transfer of immediately available funds to an account designated
by the Purchaser (in which case the number of Shares equal to such cash amount,
with a deemed per share value equal to the Purchaser Closing Stock Price, will
be released to the Stockholder Representative), or (ii) the disbursement of all
or a portion of the Escrow Shares, with each Share having a deemed value equal
to the Purchaser Closing Stock Price.  This election will be
communicated to the Escrow Agent by the instruction of the Stockholder
Representative, consistent with any such election by the Stockholder
Representative, specifying the timing and amount of the appropriate disbursement
of Escrow Shares. In the event that the Stockholder Representative elects to
satisfy any indemnifiable Losses by wire transfer, the Escrow Agent will not
effect any disbursement of Escrow Shares until the Purchaser confirms receipt of
such wire transfer.
  Section
7.  Disbursements from the
Stockholder Representative Fund. The Stockholder Representative shall
have full authority to direct the Escrow Agent to liquidate all or a portion of
the Stockholder Representative Fund Shares at any time and to direct the Escrow
Agent to pay from the Stockholder Representative Fund amounts for the
reimbursement of professional fees and expenses of any attorney, accountant or
other advisors retained by the Stockholder Representative and other reasonable
out-of-pocket expenses incurred by the Stockholder Representative in connection
with the performance of the Stockholder Representative’s duties under the Merger
Agreement. The Stockholder Representative Fund will not be available to any
Purchaser Indemnified Party in satisfaction of any indemnification obligations
of the Stockholders under the Merger Agreement.
  Section
8.  Distribution of Remaining
Escrow Fund and Stockholder Representative Fund.  If not
earlier distributed pursuant to Section 6 hereof, the Escrow Agent will
distribute to the Stockholders on January 2, 2010 (the “Release Date”) the
remaining Escrow Fund on a pro rata basis in accordance with the Final Merger
Consideration Allocation Schedule, a copy of which is appended hereto as Schedule B, unless on
or prior to such date the Escrow Agent has received one or more Claim Notices
which have not been fully resolved or satisfied in accordance with
Section 6; in which case only the portion of the Escrow Fund in excess of
the aggregate amounts claimed in any such unresolved or unsatisfied Claim
Notices will be released to the Stockholders on the Release Date, with the
remainder to be retained by the Escrow Agent in accordance with this Agreement
until such unresolved or unsatisfied Claim Notices are settled in accordance
with Section 6. If there are any remaining Escrow Shares in the Escrow Fund
to be distributed to the Stockholders immediately prior to the final
distribution from the Escrow Fund and following the expiration of the
Indemnification Period, and if the Stockholder Representative Fund is then
insufficient to satisfy the expenses of the Stockholder Representative, the
Stockholder Representative will be entitled to recover any such expenses from
the Escrow Fund to the extent of such Escrow Shares so remaining. At the
direction of the Stockholder Representative, the Escrow Agent will distribute to
the Stockholders any funds or Stockholder Representative Fund
Shares  in the Stockholder Representative Fund on a pro rata basis in
accordance with the Final Merger Consideration Allocation Schedule.
  Section
9.  Termination.  This
Agreement will terminate upon the distribution of the entire Escrow Fund and the
Stockholder Representative Fund pursuant to Section 8 hereof.
  Section
10.  Miscellaneous.
  10.1  Notices.  All
notices and other communications under this Agreement must be in writing and are
deemed duly delivered when (a) delivered if delivered personally or by
nationally recognized overnight courier service (costs prepaid), (b) sent
by facsimile with confirmation of transmission by the transmitting equipment
(or, the first Business Day following such transmission if the date of
transmission is not a Business Day) or (c) received or rejected by the
addressee within five Business Days of dispatch, if sent by certified mail,
return receipt requested; in each case to the following addresses or facsimile
numbers and marked to the attention of the individual (by name or title)
designated below (or to such other address, facsimile number or individual as a
party may designate by notice to the other parties):
  (a)
              If
      to the Purchaser or the Merger Sub:
  PLX
      Technology, Inc.
 870
      W. Maude Avenue
 Sunnyvale,
      CA  94085
 Attention: Chief
      Financial Officer
 Facsimile:
      (408) 774-2169
  With
      copy to:
  Baker
      & McKenzie LLP
 Two
      Embarcadero Center, Ste. 1100
 San
      Francisco, CA 94111
 Attention:
      Stephen J. Schrader
 Facsimile:
      (415) 576-3099
  (b)
              If
      to the Stockholder Representative:
  VantagePoint
      Venture Partners IV (Q), L.P.
 1001
      Bayhill Drive, Suite 300
 San
      Bruno, CA 94066
 Attention:
      General Counsel
 Facsimile:
      (650) 869-6078
 
 With a
copy to:
  Orrick,
      Herrington & Sutcliffe LLP
 The
      Orrick Building
 405
      Howard Street
 San
      Francisco,
California  94105
 Attention:
      Richard V. Smith
 Lawrence
      Low
 Facsimile:
      (415) 773-5759
  (c)
              If
      to the Escrow Agent:
  Computershare
      Trust Company, N.A.
 350
      Indiana St., Suite 750
 Golden,
      CO  80401
 Attention:
      John Wahl / Rose Stroud
 Facsimile:
      (303) 262- 0608
 
 10.2  Amendment.  This
Agreement may not be amended, supplemented or otherwise modified except in a
written document signed by each party to be bound by the amendment and that
identifies itself as an amendment to this Agreement.  Any amendment of
this Agreement signed by the Stockholder Representative is binding upon and
effective against each Stockholder regardless of whether or not such Stockholder
has in fact signed such amendment.
  10.3  Waiver and
Remedies.  The parties may (a) extend the time for
performance of any of the obligations or other acts of any other party to this
Agreement, (b) waive any inaccuracies in the representations and warranties
of any other party to this Agreement contained in this Agreement or in any
certificate, instrument or document delivered pursuant to this Agreement or
(c) waive compliance with any of the covenants, agreements or conditions
for the benefit of such party contained in this Agreement.  Any such
extension or waiver by any party to this Agreement will be valid only if set
forth in a written document signed on behalf of the party or parties against
whom the waiver or extension is to be effective.  Any such extension
or waiver signed by the Stockholder Representative is binding upon and effective
against each Stockholder regardless of whether or not such Stockholder has in
fact signed the extension or waiver.  No extension or waiver will
apply to any time for performance, inaccuracy in any representation or warranty,
or noncompliance with any covenant, agreement or condition, as the case may be,
other than that which is specified in the written extension or
waiver.  No failure or delay by any party in exercising any right or
remedy under this Agreement or any of the documents delivered pursuant to this
Agreement, and no course of dealing between the parties, operates as a waiver of
such right or remedy, and no single or partial exercise of any such right or
remedy precludes any other or further exercise of such right or remedy or the
exercise of any other right or remedy.  Any enumeration of a party’s
rights and remedies in this Agreement is not intended to be exclusive, and a
party’s rights and remedies are intended to be cumulative to the extent
permitted by law and include any rights and remedies authorized in law or in
equity.
  10.4  Entire
Agreement.  This Agreement and the Merger Agreement (including
the schedules and exhibits hereto and thereto) constitute the entire agreement
among the parties and supersedes any prior understandings, agreements or
representations by or among the parties, or any of them, written or oral, with
respect to the subject matter of this Agreement.  The basis for claims
regarding indemnification, and any limitations thereon, is governed by the
Merger Agreement, which, as between the Purchaser and the Stockholder
Representative is controlling for all purposes of this Agreement to the extent
inconsistent with this Agreement.
  10.5  Assignment.  This
Agreement binds and benefits the parties and their respective heirs, executors,
administrators, successors and assigns, except that neither the Purchaser nor
the Stockholder Representative may assign any rights under this Agreement
without the prior written consent of the other party.  Except as
provided in Section 10.1 of the Merger Agreement, no party may delegate any
performance of its obligations under this Agreement.  Nothing
expressed or referred to in this Agreement will be construed to give any Person,
other than the parties to this Agreement (including the Stockholders), any legal
or equitable right, remedy or claim under or with respect to this Agreement or
any provision of this Agreement except such rights as may inure to a successor
or permitted assignee under this Section.
  10.6  Successor Escrow Agent by
Merger.  Any entity into which the Escrow Agent may be merged
or with which it may be consolidated, or any entity resulting from any merger or
consolidation to which the Escrow Agent is a party, or any entity into which the
Escrow Agent may sell or otherwise transfer all or substantially all of its
corporate trust business, will be the successor Escrow Agent under this
Agreement without the execution or filing of any paper or any further act on the
part of the parties to this Agreement.
  10.7  Severability.  If
any provision of this Agreement is held invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions of this
Agreement are not affected or impaired in any way and the parties agree to
negotiate in good faith to replace such invalid, illegal and unenforceable
provision with a valid, legal and enforceable provision that achieves, to the
greatest lawful extent under this Agreement, the economic, business and other
purposes of such invalid, illegal or unenforceable provision.
  10.8  Construction.  The
headings in this Agreement are provided for convenience only and will not affect
its construction or interpretation.  Any reference in this Agreement
to a “Section,” “Exhibit” or “Schedule” refers to the corresponding Section,
Exhibit or Schedule of or to this Agreement, unless the context indicates
otherwise.  All words used in this Agreement should be construed to be
of such gender or number as the circumstances require.  The term
“including” means “including without limitation” and is intended by way of
example and not limitation.  The language used in this Agreement is
the language chosen by the parties to express their mutual intent, and no
provision of this Agreement will be interpreted for or against any party because
that party or its attorney drafted the provision.
  10.9  Governing
Law.  The internal laws of the State of Delaware (without
giving effect to any choice or conflict of law provision or rule (whether of the
State of Delaware or any other jurisdiction) that would cause the application of
laws of any other jurisdiction)govern all matters
arising out of or relating to this Agreement and its exhibits and schedules and
all of the transactions it contemplates, including its validity, interpretation,
construction, performance and enforcement and any disputes or controversies
arising therefrom.
  10.10  Disputes; Waiver of Jury
Trial.  In the event of a dispute, Section 10.11 of the Merger
Agreement will govern.  EACH OF THE PARTIES HERETO EXPRESSLY WAIVES
AND FOREGOES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR
PROCEEDING SEEKING ENFORCEMENT OF SUCH PARTY’S RIGHTS UNDER THIS AGREEMENT, ANY
ANCILLARY AGREEMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR
THEREBY OR ENTERED INTO IN CONNECTION HEREWITH OR THEREWITH OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
  10.11  Counterparts.  The
parties may execute this Agreement in multiple counterparts, each of which
constitutes an original as against the party that signed it, and all of which
together constitute one agreement.  This Agreement is effective upon
delivery of one executed counterpart from each party to the other
parties.  The signatures of all parties need not appear on the same
counterpart.  The delivery of signed counterparts by facsimile or
email transmission that includes a copy of the sending party’s signature is as
effective as signing and delivering the counterpart in person.
 The
parties have executed and delivered this Agreement as of the date indicated in
the first sentence of this Agreement.
  “Purchaser”
                  
                  PLX
      Technology, Inc. a Delaware corporation
                  
                  By:          /s/
      Arthur O. Whipple
                  Name:     Arthur
      O. Whipple
                  Title:       Chief
      Financial Officer, Vice President and Secretary
                “Escrow
      Agent”
                  
                  Computershare
      Trust Company, N.A.
                  
                  By:          /s/
      John M. Wahl
                  Name:     John
      M. Wahl
                  Title:       Corporate
      Trust Officer“Stockholder
      Representative”
                  
                  VantagePoint
      Venture Partners IV (Q), L.P.
                  
                  /s/ Alan E.
      Salzman
                  VantagePoint
      Venture Partners IV (Q), L.P., in its capacity as Stockholder
      Representative
                  Name:    
      Alan E. Salzman
                  Title:      
      Managing Member