Voting Agreement



 Exhibit 10.2 
 VOTING AGREEMENT 
 THIS VOTING AGREEMENT (this
“Agreement”) is made and entered into as of January 5, 2012, by and among Mindspeed Technologies, Inc., a Delaware corporation (“Parent”), picoChip Inc., a Delaware corporation (the “Company”),
and the stockholders of the Company named on the signature pages hereto (collectively, “Stockholders” and each, a “Stockholder”). 
 RECITALS 
 A. Concurrently with the execution of this Agreement, Parent,
Platinum Acquisition (UK) Limited, a private company limited by shares registered in England and Wales and a wholly-owned subsidiary of Parent (“UK Acquiror”), Platinum Acquisition Corporation, a Delaware corporation and a
wholly-owned subsidiary of UK Acquiror (“Sub”), the Company and certain other parties have entered into an Agreement and Plan of Merger, dated as of January 5, 2012 (as may be modified or amended from time to time, the
“Merger Agreement”), which provides for the merger of Sub with and into the Company (the “Merger”). 
 B. Pursuant to the Merger, all of the issued and outstanding shares of Company Capital Stock (as defined in the Merger Agreement) shall be converted into the right to receive the consideration set forth
in the Merger Agreement, all upon the terms and subject to the conditions set forth in the Merger Agreement. 
 C. Each
Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the number of outstanding shares of Company Capital Stock and other securities
convertible into, or exercisable or exchangeable for, shares of Company Capital Stock, if any, all as set forth on the signature page of this Agreement for such Stockholder. 
 D. In order to induce Parent to enter into the Merger Agreement, each Stockholder desires to restrict the transfer or disposition of any of his, her or its Shares (as defined below), or any other shares
of Company Capital Stock over which such Stockholder has voting power, and desires to vote his, her or its Shares and any other such shares of Company Capital Stock over which such Stockholder has voting power so as to facilitate the consummation of
the Merger. The execution and delivery of this Agreement and of the attached form of proxy is a material condition to Parent’s willingness to enter into the Merger Agreement. 

NOW, THEREFORE, the parties hereto hereby agree as follows: 

1. Certain Definitions. Capitalized terms not defined herein shall have the meanings ascribed to them in the Merger
Agreement. For purposes of this Agreement: 
 (a) A Person shall be deemed to “Beneficially Own” a
security if such Person, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, such security; and/or
(ii) investment power, which includes the power to dispose, or to direct the disposition of, such security. 
 (b)
“Expiration Date” shall mean the earlier to occur of (i) such date and time as the Merger Agreement shall have been validly terminated pursuant to Article IX thereof and (ii) the Effective Time. 







 (c) “Intel Stockholders” shall mean each of Intel Corporation, Intel
Capital Corporation, Intel Capital (Cayman) Corporation and Middlefield Ventures, Inc. 
 (d) “Shares”
shall mean, with respect to each Stockholder: (i) all equity securities of the Company (including all shares of Company Capital Stock and any rights to acquire shares of Company Capital Stock) Beneficially Owned by such Stockholder as of the
date of this Agreement; and (ii) all additional equity securities of the Company (including all additional shares of Company Capital Stock and any other rights to acquire shares of Company Capital Stock) of which such Stockholder acquires
Beneficial Ownership during the period from the date of this Agreement through the Expiration Date or other valid termination of this Agreement by such Stockholder pursuant to Section 13 hereof. 

(e) A Person shall be deemed to have effected a “Transfer” of a security if such Person directly or indirectly:
(i) sells, pledges, encumbers, grants an option with respect to, transfers or disposes of such security or any interest in such security; or (ii) enters into an agreement or commitment providing for the sale of, pledge of, encumbrance of,
grant of an option with respect to, transfer of or disposition of such security or any interest therein. 
 2. No Transfer
of Shares to be Bound by this Agreement. Each Stockholder agrees that, during the period from the date of this Agreement through the Expiration Date or other valid termination of this Agreement by such Stockholder pursuant to Section 13
hereof, such Stockholder shall not Transfer, or cause or permit any Transfer, of any of his, her or its Shares bound by this Agreement. Notwithstanding the foregoing, the Stockholder may (a) if the Stockholder is a private equity or venture
capital fund, distribute Shares to its partners, members, equity holders or affiliated entities, if and only if all of the Shares held by such private equity or venture capital fund are distributed, (b) if the Stockholder is an individual,
Transfer Shares to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family for estate planning purposes, (c) Transfer Shares upon the death of
Stockholder to such Stockholder’s heirs by will, trust or intestacy, (d) if the Stockholder is a corporate entity, Transfer Shares to any parent entity or subsidiary of the Stockholder, and (e) Transfer Shares as Parent may otherwise
agree in writing in its sole and absolute discretion, provided, further, that any such Transfer shall be permitted only if, as a precondition to such Transfer, the transferee agrees in writing to be bound by all of the terms of this Agreement.

 3. Transfer of Voting Rights. Each Stockholder agrees that, during the period from the date of this Agreement
through the Expiration Date or other valid termination of this Agreement by such Stockholder pursuant to Section 13 hereof, such Stockholder shall not deposit (or permit the deposit of) any of his, her or its Shares in a voting trust or grant
any proxy or enter into any voting agreement or similar agreement in contravention of the obligations of such Stockholder under this Agreement with respect to any of his, her or its Shares. 

4. Agreement to Vote Shares. Until the Expiration Date or other valid termination of this Agreement by such Stockholder
pursuant to Section 13 hereof, at every meeting of stockholders of the Company called with respect to any of the following, and at every adjournment or 

  
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postponement thereof, and on every action or approval by written consent of stockholders of the Company with respect to any of the following, each Stockholder shall vote, to the extent not voted
by the Person(s) appointed under the Proxy (as defined below), his, her or its Shares or cause his, her or its Shares to be voted: 
 (a) in favor of the adoption of the Merger Agreement and approval of the Merger and each of the other actions expressly contemplated by the Merger Agreement, which approval shall constitute the adoption
and approval of (i) the escrow and indemnification obligations of the stockholders of the Company set forth in Article VIII of the Merger Agreement and the deposit of the Escrow Amount into the Escrow Fund, (ii) the deposit of the
Stockholder Representative Escrow Amount into an account designated in writing by the Stockholder Representative and (iii) the appointment of Shareholder Representative Services LLC as Stockholder Representative under, and as defined in, the
Merger Agreement, provided that the Board of Directors of the Company has approved the Merger; 
 (b) against any proposal made
in opposition to, or in competition with, consummation of the Merger and the Merger Agreement; 
 (c) against any of the
following actions (other than those actions that relate to the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of the
Company with any party, (ii) any sale, lease or transfer of any significant part of the assets of the Company, (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company, or (iv) any material
change in the capitalization of the Company or the Company’s corporate structure (other than in connection with the Approved Debt Financing (as defined below) or (v) any other action that is intended, or would reasonably be expected to,
impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement; and 
 (d) in favor of waiving any notice that may have been or may be required as a result of or relating to the Merger Agreement, the Merger and the transactions contemplated by the Merger Agreement.

 Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict Stockholder from (i) acting in
Stockholder’s capacity as a director of the Company, (ii) voting in Stockholder’s sole discretion on any matter other than matters referred to in Section 4(a) through (d) hereof (including, without limitation, any proposal
to amend, modify or waive any provisions of the Merger Agreement or any other document relating to the Merger), (iii) taking any action (including, without limitation, granting any approval as a stockholder of the Company) with respect to the
approval of a debt financing in principal amount of not greater than $5,000,000 to occur after the date of this Agreement (including, without limitation, a convertible debt financing in which the debt instruments issued therein are convertible into
shares of the Company’s capital stock, and the conversion of such debt instruments into shares of the Company’s capital stock pursuant to the terms thereof) provided that such debt financing does not and would not result in the breach of
any representation, warrant, covenant or agreement of the Company or UK Subsidiary set forth in the Merger Agreement (such financing referenced in this clause (iii), the “Approved Debt Financing”); or (iv) taking any
action in any other capacity other than as a Stockholder, including without limitation as a party to any agreement with the Company or Parent. 

  
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 Prior to the Expiration Date or other valid termination of this Agreement by such
Stockholder pursuant to Section 13 hereof, each Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with this Section 4. 

5. Non-Solicitation Agreement. Each Stockholder other than the Intel Stockholders covenants and agrees, prior to the
Expiration Date or other valid termination of this Agreement by such Stockholder pursuant to Section 13 hereof, not to, directly or indirectly, (a) solicit or encourage submission of any Acquisition Proposal by any Person (other than
Parent and its affiliates, agents, and representatives) or (b) participate in any discussions or negotiations with, or disclose any information concerning the Company or any of the Company Subsidiaries to, or afford access to the properties,
books, or records of the Company or any of the Company Subsidiaries, or otherwise assist or facilitate, or enter into any Contract with, any Person (other than Parent and its affiliates, agents, and representatives) in connection with any
Acquisition Proposal with respect to the Company, UK Subsidiary, or any of the Additional Subsidiaries. The provisions of this Section 5 shall not apply to the Intel Stockholders, provided that each of the Intel Stockholders shall procure that
Abdul Guefor (being the Intel Capital investment manager dealing with the Company) shall individually comply with such covenants. The parties hereto agree that irreparable damage would occur in the event that the provisions of this
Section 5 were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed by the parties hereto that Parent shall be entitled to an immediate injunction or injunctions, without the
necessity of proving the inadequacy of money damages as a remedy and without the necessity of posting any bond or other security, to prevent breaches of the provisions of this Section 5 and to enforce specifically the terms and
provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which Parent may be entitled at law or in equity. 

6. Confidentiality. Each Stockholder (other than the Intel Stockholders) shall hold any and all information
(a) regarding this Agreement, the Merger, the Merger Agreement and the transactions contemplated by the Merger Agreement, including, but not limited to, information in connection with indemnification claims, Earnout Payments and the Escrow
Funds under the Merger Agreement, and (b) related to business or financial affairs of Parent or its subsidiaries that such Stockholder has been or shall become privy to by reason of this Agreement, the Merger, the Merger Agreement, and the
transactions contemplated by the Merger Agreement, in either case with respect to clause (a) or (b) whether furnished to such Stockholder directly or indirectly, and whether furnished prior to or following the Expiration Date, by Parent,
Company or Shareholder Representative Services LLC in its capacity as Stockholder Representative (the “Stockholder Representative”) to the Stockholder in connection with the Merger Agreement, in strict confidence and shall not divulge any
such information to any third person other than (i) its professional advisers, or (ii) its employees, officers or directors of such Stockholder, who are bound by confidentiality restrictions and have a reasonable need to know such
information. 
 The disclosure and exchange of Confidential Information (as defined in the CNDA) between Parent and the Intel
Stockholders, directly or through the Stockholder Representative, shall be governed solely by the terms of the Corporate Non-Disclosure Agreement No. 65176433 dated 30 August 2010 (the “CNDA”) executed between Parent and Intel
Corporation. 

  
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 Neither the Stockholders nor any of their respective affiliates (other than the Company,
whose actions shall be governed by the Merger Agreement and the Nondisclosure Agreement effective as of September 14, 2011 between the Company and Parent) shall issue or cause the publication of any press release or other public announcement
with respect to this Agreement, the Merger, the Merger Agreement or the other transactions contemplated hereby or thereby without the prior written consent of the Parent, except as may be required by applicable law or by any listing agreement with,
or the policies of, the New York Stock Exchange and/or NASDAQ Global Market in which circumstance such announcing party shall make reasonable efforts to consult with the Parent to the extent practicable, and except that each Stockholder shall have
the right, at any time following the public announcement of the completion of the Merger by press release by the Company and Parent, to promote, via press release or other public or industry marketing and advertising channels, the news of its prior
investment in the Company and the completion of the Merger. 
 The foregoing provisions shall not preclude communications or
disclosures regarding the performance of a Stockholder’s investments in the Company to either (i) employees, officers, directors or advisors of such Stockholder (or, in the case of the Intel Stockholders, of any wholly owned, direct or
indirect subsidiary of Intel Corporation) in each case subject to customary confidentiality obligations; or (ii) to current or prospective limited partners in such Stockholder or current or future affiliated funds, to the extent such
information is (A) customarily provided to such current or prospective limited partners and (B) subject to customary confidentiality restrictions on such current or prospective limited partners and provided, further, that such Stockholder
shall be held responsible for any breach by any such current or prospective limited partner. 
 7. [Reserved] 

8. Proxy. Concurrently with the execution of this Agreement, each Stockholder agrees to deliver to Parent a proxy in the
form attached hereto as Exhibit A (the “Proxy”), which shall be revocable if this Voting Agreement is validly terminated by such Stockholder in accordance with Section 13 below, and otherwise shall be
irrevocable to the fullest extent permitted by applicable law, with respect to his, her or its Shares. 
 9.
Representations, Warranties and Covenants of Stockholder. Each Stockholder represents, warrants and covenants as to himself, herself or itself to Parent as follows: 

(a) Such Stockholder is the record owner and Beneficial Owner of the shares of Company Capital Stock indicated on the signature page of
this Agreement for such Stockholder. 
 (b) Such Stockholder does not Beneficially Own any shares or rights to acquire shares of
capital stock of the Company other than the shares of Company Capital Stock indicated on the signature page of this Agreement for such Stockholder (it being acknowledged by Parent that each Intel Stockholder may be deemed to Beneficially Own the
shares or rights to acquire shares that are Beneficially Owned by the other Intel Stockholders). 
 (c) Such Stockholder has the
full power to vote or direct the voting of his, her or its Shares for and on behalf of all Beneficial Owners of his, her or its Shares. 
 (d) As of the date hereof, his, her or its Shares are, and at all times up until the 

  
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Expiration Date or other valid termination of this Agreement by such Stockholder pursuant to Section 13 hereof will be, free and clear (by waiver or otherwise) of any rights of first
refusal, co-sale rights, security interests, liens, pledges, claims, options, charges or other encumbrances. 
 (e) Such
Stockholder has full power and authority to make, enter into and carry out the terms of this Agreement, the Proxy and any other agreement with Parent to which such Stockholder is a party. 

(f) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the
part of such Stockholder is required in connection with the valid execution and delivery of this Agreement. No consent of such Stockholder’s spouse is necessary under any “community property” or other laws in order for such
Stockholder to enter into and perform such Stockholder’s obligations under this Agreement. 
 (g) Such Stockholder either
has been fully involved with the negotiations among the Company, Parent, UK Acquiror and Sub with respect to the Merger Agreement as a member of the Company’s Board of Directors or as an executive officer of the Company or is an accredited
investor (as defined in Regulation D promulgated by the U.S. Securities and Exchange Commission) and a sophisticated investor aware of and familiar with the Company’s business affairs and financial condition, and has acquired sufficient
information with respect to the Merger and the Merger Agreement to reach a knowledgeable and informed decision to enter into this Agreement. Such Stockholder has independently concluded in such Stockholder’s capacity as an individual
stockholder of the Company that it is in Stockholder’s best interest to execute, deliver and perform Stockholder’s obligations under this Agreement. 
 11. Additional Documents. Each Stockholder and the Company hereby covenants and agrees to execute and deliver any additional documents necessary to carry out this Agreement and the Merger
Agreement, provided that such documents are in customary form and do not impose any additional liability or restrictions on such Stockholder. 
 12. Consents and Waivers. Each Stockholder, solely in such Stockholder’s capacity as an owner of his, her or its Shares, hereby covenants and agrees to give any consents or waivers
(including waivers of preemptive rights, rights of first refusal, co-sale rights and stock option or restricted stock vesting rights) that are reasonably required for the consummation of the Merger under the terms of any agreement to which such
Stockholder is a party in such Stockholder’s capacity as an owner of his, her or its Shares or pursuant to any rights such Stockholder may have in such Stockholder’s capacity as an owner of his, her or its Shares. 

13. Termination. This Agreement and the Proxy delivered in connection herewith shall terminate and shall have no further
force or effect as of the Expiration Date. At the option of a Stockholder, this Agreement and the Proxy delivered in connection herewith shall terminate and be of no further force and effect with respect to such Stockholder, upon written notice to
Parent, if the Merger Agreement is amended or modified (a) to decrease the aggregate amount payable to any Stockholder pursuant to the Merger Agreement, (b) to cause the amounts payable by Parent, UK Acquiror or Sub as consideration for
such Stockholder’s issued and outstanding shares of Company Capital Stock to be distributed in any manner other than as set forth in the Merger Agreement, (c) to increase such Stockholder’s indemnity or other obligations or
liabilities under the Merger 

  
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Agreement, or (d) to provide for any increase in the amount of the Escrow Funds to be provided by such Stockholder, or any decrease in the amount of consideration to be received by such
Stockholder, or any extension of the time period for when any monies receivable by such Stockholder will actually be received by such Stockholder. Notwithstanding anything to the contrary in this Agreement, the obligations of each Stockholder set
forth in Section 6 of this Agreement (and Section 16 of this Agreement solely as it relates to Section 6 of this Agreement) shall survive and remain in full force in effect after the Expiration Date and for a period of five
(5) years from the date of this Agreement. 
 14. Legending of Shares. If so requested by Parent, each
Stockholder agrees that his, her or its Shares shall bear a legend stating that they are subject to this Agreement and to an irrevocable proxy. Subject to the terms of Section 2 hereof, each Stockholder agrees that such Stockholder will
not Transfer his, her or its Shares without first having the aforementioned legend affixed to the certificates representing the Shares. 
 15. Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder’s capacity as an owner of his, her or its Shares, and nothing herein shall prohibit, prevent
or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement, or in any other capacity including without limitation as a party to
any agreement with the Company or Parent. 
 16. Miscellaneous. 

(a) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, then the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 

(b) Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned
by any of the parties without the prior written consent of the other parties. Notwithstanding the foregoing, Parent shall have the right to freely assign this Agreement or any of its rights, interests or obligations hereunder to any of its
affiliates. 
 (c) Amendments and Modification. This Agreement may not be modified, amended, altered or
supplemented except by the execution and delivery of a written agreement executed by the Company, Parent and each of the Stockholders. 
 (d) Waiver. No failure on the part of Parent to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of Parent in exercising any power, right,
privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of
any other power, right, privilege or remedy. Parent shall not be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power,


  
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right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of Parent; and any such waiver shall not be applicable or have any effect except in
the specific instance in which it is given. 
 (e) Specific Performance; Injunctive Relief. The parties
acknowledge that Parent will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder set forth herein. Therefore, it is agreed that, in addition to any other
remedies that may be available to Parent upon any such violation, Parent shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to Parent at law or in equity.

 (f) Notices. All notices and other communications hereunder shall be in writing and shall be deemed given
if delivered personally or by commercial messenger or courier service, or mailed by registered or certified mail (return receipt requested) or sent via facsimile (with acknowledgment of complete transmission) to the parties at the following
addresses (or at such other address for a party as shall be specified by like notice); provided, however, that notices sent by mail will not be deemed given until received: 

 

			
	 If to Parent or to the Company
	  	 Mindspeed Technologies, Inc.

4000 MacArthur Blvd., East Tower
 Newport Beach,
California, 92660
 Attn: General Counsel

Facsimile: (949) 579 3010

		
	With a copy to:	  	 Wilson Sonsini Goodrich & Rosati
 Professional Corporation
 650 Page Mill Road

Palo Alto, California 94304
 Attention:
Robert F. Kornegay
 Facsimile No.: (650) 493-6811

		
	 If to Stockholder:
	  	 To the address for notice set forth on the signature page hereof.


 (g) Governing Law. This Agreement shall be governed by, construed and enforced in
accordance with the 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 the laws of any jurisdiction
other than the State of Delaware. 
 (h) Submission to Jurisdiction. Each of the parties to this Agreement
(i) consents to submit itself to the personal jurisdiction of any state or federal court sitting in the State of Delaware in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this
Agreement, (ii) agrees that all claims in respect of such action or proceeding may be heard and determined in any such court, (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for
leave from any such court and (iv) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court. Each of the parties hereto waives any
defense of inconvenient forum to the maintenance of any action or proceeding so 

  
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brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Any party hereto may make service on another party by sending or delivering a
copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 16(f). Nothing in this Section, however, shall affect the right of any party to serve legal process in any other manner
permitted by law. 
 (i) WAIVER OF JURY TRIAL. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL
RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY TO THIS AGREEMENT IN
THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT. 
 (j) Attorneys’ Fees and
Expenses. If any action or other proceeding relating to the enforcement of any provision of this Agreement is brought by either party, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs and disbursements
(in addition to any other relief to which the prevailing party may be entitled). 
 (k) Entire Agreement. This
Agreement and the Proxy contain the entire understanding of the parties in respect of the subject matter hereof, and supersede all prior negotiations and understandings between the parties with respect to such subject matter. 

(l) Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original, but all of
which together shall constitute one and the same agreement. 
 (m) Effect of Headings. The section headings herein
are for convenience only and shall not affect the construction or interpretation of this Agreement. 
 [Remainder of page
intentionally left blank.] 

  
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 IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date first above
written. 
  

									
	MINDSPEED TECHNOLOGIES, INC.	 		 	STOCKHOLDER:	 	
				
		 		 		 	If an individual:
				
	By:	 	 /s/ Raouf Y. Halim
	 		 	  

	Name:	 	Raouf Y. Halim	 		 	Signature	 	
	Title:	 	CEO	 		 	  

		 		 		 	Print Name
				
		 		 		 	If an entity:
					
		 		 		 	Print Name:	 	  

					
		 		 		 	By:	 	  

		 		 		 	Name:	 	  

		 		 		 	Title:	 	  

			
	PICOCHIP INC.	 		 	Address:
				
	By:	 	 /s/ Nigel Toon
	 		 	  

	Name:	 	Nigel Toon	 		 	  

	Title:	 	CEO	 		 	  

				
		 		 		 	Company Capital Stock
				
		 		 		 	 Series F Preferred Stock:
                                        


		 		 		 	 Series F-1 Preferred Stock:
                                    

		 		 		 	 Series E Preferred Stock:
                                        


		 		 		 	 Series E-1 Preferred Stock:
                                    

		 		 		 	 Series D Preferred Stock:
                                        


		 		 		 	 Series D-1 Preferred Stock:
                                    

		 		 		 	 Series C Preferred Stock:
                                        


		 		 		 	 Series B Preferred Stock:
                                        


		 		 		 	 Common Stock:
                                         
               


 [SIGNATURE PAGE TO VOTING AGREEMENT] 







 IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date first above
written. 
  

									
	MINDSPEED TECHNOLOGIES, INC.	 		 	 ATLAS VENTURE FUND V, L.P.
 ATLAS VENTURE ENTREPRENEURS’ FUND V, L.P.

					
	By:	 	  
	 		 	By:	 	Atlas Venture Associates V, L.P. their general partner
	Name:	 	  
	 		 		 	
	Title:	 	  
	 		 	By:	 	Atlas Venture Associates V, Inc Its general partner
				
		 		 		 	 /s/ [Illegible]

		 		 		 	Vice President
			
	 PICOCHIP INC.
	 		 	Stockholder Address for Notices:
				
	By:	 	  
	 		 	25 First Street, Suites 303
	Name:	 	  
	 		 	Cambridge, MA 02411
	Title:	 	  
	 		 	
				
		 		 		 	Company Capital Stock
				
		 		 		 	 Series F Preferred Stock: 3,790,208

		 		 		 	 Series F-1 Preferred Stock: 155,035

		 		 		 	 Series E Preferred Stock: 1,834,864

		 		 		 	 Series E-1 Preferred Stock: 1,304,386

		 		 		 	 Series D Preferred Stock: 523,846

		 		 		 	 Series D-1 Preferred Stock: 0

		 		 		 	 Series C Preferred Stock: 883,236

		 		 		 	 Series B Preferred Stock: 353,470

		 		 		 	 Common Stock: 0


 [SIGNATURE PAGE TO VOTING AGREEMENT] 







 IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date first above
written. 
  

									
	MINDSPEED TECHNOLOGIES, INC.	 		 	 SEP II

SEP II B

					
		 		 		 	By:	 	 SEP II GP, Limited,
 their
general partner

	By:	 	  
	 		 	
	Name:	 	  
	 		 		 	
	Title:	 	  
	 		 	
		 		 		 	By:	 	 /s/ [Illegible]

		 		 		 		 	Authorized Signatory
			
	 PICOCHIP INC.
	 		 	Stockholder Address for Notices:
		 		 	17 Blythswood Square
	By:	 	  
	 		 	Glasgow, UK
	Name:	 	  
	 		 	G2 4AD
	Title:	 	  
	 		 	Tel. +44 (0) 141 273 4000
		 		 		 	Fax +44 (0) 141 273 4001
		 		 		 	richard.sparrow@sep.co.uk
		 		 		 	stuart.paterson@sep.co.uk
				
		 		 		 	Company Capital Stock
				
		 		 		 	 Series F Preferred Stock: 323,134
                                    

		 		 		 	 Series F-1 Preferred Stock: 78,121

		 		 		 	 Series E Preferred Stock: 882,443

		 		 		 	 Series E-1 Preferred Stock: 505,565

		 		 		 	 Series D Preferred Stock: 278,899

		 		 		 	 Series D-1 Preferred Stock: 0

		 		 		 	 Series C Preferred Stock: 658,430

		 		 		 	 Series B Preferred Stock: 0

		 		 		 	 Common Stock: 0


 [SIGNATURE PAGE TO VOTING AGREEMENT] 







 IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date first above
written. 
  

									
	MINDSPEED TECHNOLOGIES, INC.	 		 	 HIGHLAND CAPITAL PARTNERS VII
 LIMITED PARTNERSHIP

					
		 		 		 	By:	 	Highland Management Partners VII Limited Partnership, its General Partner
	By:	 	  
	 		 	
	Name:	 	  
	 		 		 	
	Title:	 	  
	 		 	By:	 	Highland Management Partners VII, LLC, its General Partner
					
		 		 		 	By:	 	 /s/ [Illegible]

		 		 		 		 	Authorized Manager
			
	 PICOCHIP INC.
	 		 	Stockholder Address for Notices:
		 		 	92 Hayden Avenue
	By:	 	  
	 		 	Lexington, MA 02421
	Name:	 	  
	 		 	Tel. +1 781 861 5500
	Title:	 	  
	 		 	Fax +1 781 861 5499
				
		 		 		 	Company Capital Stock
				
		 		 		 	 Series F Preferred Stock: 1,297,628

		 		 		 	 Series F-1 Preferred Stock: 87,496

		 		 		 	 Series E Preferred Stock: 987,432

		 		 		 	 Series E-1 Preferred Stock: 698,456

		 		 		 	 Series D Preferred Stock: 947,447

		 		 		 	 Series D-1 Preferred Stock: 0

		 		 		 	 Series C Preferred Stock: 0

		 		 		 	 Series B Preferred Stock: 0

		 		 		 	 Common Stock: 0


 [SIGNATURE PAGE TO VOTING AGREEMENT] 







 IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date first above
written. 
  

									
	MINDSPEED TECHNOLOGIES, INC.	 		 	HIGHLAND CAPITAL PARTNERS VII-B LIMITED PARTNERSHIP
					
		 		 		 	By:	 	Highland Management Partners VII Limited Partnership, its General Partner
	By:	 	  
	 		 	
	Name:	 	  
	 		 		 	
	Title:	 	  
	 		 	By:	 	Highland Management Partners VII, LLC, its General Partner
					
		 		 		 	By:	 	 /s/ [Illegible]

		 		 		 		 	Authorized Manager
			
	 PICOCHIP INC.
	 		 	Stockholder Address for Notices:
		 		 	92 Hayden Avenue
	By:	 	  
	 		 	Lexington, MA 02421
	Name:	 	  
	 		 	Tel. +1 781 861 5500
	Title:	 	  
	 		 	Fax +1 781 861 5499
				
		 		 		 	Company Capital Stock
				
		 		 		 	 Series F Preferred Stock: 314,441

		 		 		 	 Series F-1 Preferred Stock: 21,202

		 		 		 	 Series E Preferred Stock: 239,294

		 		 		 	 Series E-1 Preferred Stock: 169,249

		 		 		 	 Series D Preferred Stock: 229,585

		 		 		 	 Series D-1 Preferred Stock: 0

		 		 		 	 Series C Preferred Stock: 0

		 		 		 	 Series B Preferred Stock: 0

		 		 		 	 Common Stock: 0


 [SIGNATURE PAGE TO VOTING AGREEMENT] 







 IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date first above
written. 
  

									
	MINDSPEED TECHNOLOGIES, INC.	 		 	HIGHLAND CAPITAL PARTNERS VII-C LIMITED PARTNERSHIP
					
		 		 		 	By:	 	Highland Management Partners VII Limited Partnership, its General Partner
	By:	 	  
	 		 	
	Name:	 	  
	 		 		 	
	Title:	 	  
	 		 	By:	 	Highland Management Partners VII, LLC, its General Partner
					
		 		 		 	By:	 	 /s/ [Illegible]

		 		 		 		 	Authorized Manager
			
	 PICOCHIP INC.
	 		 	Stockholder Address for Notices:
		 		 	92 Hayden Avenue
	By:	 	  
	 		 	Lexington, MA 02421
	Name:	 	  
	 		 	Tel. +1 781 861 5500
	Title:	 	  
	 		 	Fax +1 781 861 5499
				
		 		 		 	Company Capital Stock
				
		 		 		 	 Series F Preferred Stock: 457,925

		 		 		 	 Series F-1 Preferred Stock: 30,877

		 		 		 	 Series E Preferred Stock: 348,458

		 		 		 	 Series E-1 Preferred Stock: 246,480

		 		 		 	 Series D Preferred Stock: 334,345

		 		 		 	 Series D-1 Preferred Stock: 0

		 		 		 	 Series C Preferred Stock: 0

		 		 		 	 Series B Preferred Stock: 0

		 		 		 	 Common Stock: 0


 [SIGNATURE PAGE TO VOTING AGREEMENT] 







 IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date first above
written. 
  

									
	MINDSPEED TECHNOLOGIES, INC.	 		 	HIGHLAND ENTREPRENEURS’ FUND VII LIMITED PARTNERSHIP
					
		 		 		 	By:	 	Highland Management Partners VII Limited Partnership, its General Partner
	By:	 	  
	 		 	 
	Name:	 	  
	 		 		 	
	Title:	 	  
	 		 	By:	 	Highland Management Partners VII, LLC, its General Partner
					
		 		 		 	By:	 	 /s/ [Illegible]

		 		 		 		 	Authorized Manager
			
	 PICOCHIP INC.
	 		 	Stockholder Address for Notices:
		 		 	92 Hayden Avenue
	By:	 	  
	 		 	Lexington, MA 02421
	Name:	 	  
	 		 	Tel. +1 781 861 5500
	Title:	 	  
	 		 	Fax +1 781 861 5499
				
		 		 		 	Company Capital Stock
				
		 		 		 	 Series F Preferred Stock: 40,660

		 		 		 	 Series F-1 Preferred Stock: 2,742

		 		 		 	 Series E Preferred Stock: 30,940

		 		 		 	 Series E-1 Preferred Stock: 21,885

		 		 		 	 Series D Preferred Stock: 28,879

		 		 		 	 Series D-1 Preferred Stock: 0

		 		 		 	 Series C Preferred Stock: 0

		 		 		 	 Series B Preferred Stock: 0

		 		 		 	 Common Stock: 0


 [SIGNATURE PAGE TO VOTING AGREEMENT] 







 IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date first above
written. 
  

									
	MINDSPEED TECHNOLOGIES, INC.	 		 	JAMES URQUHART
					
		 		 		 	By:	 	 /s/ James Urquhart

	By:	 	  
	 		 		 	James Urquhart
	Name:	 	  
	 		 		 	
	Title:	 	  
	 		 		 	
			
	 PICOCHIP INC.
	 		 	Stockholder Address for Notices:
		 		 	Beaulieu House
	By:	 	  
	 		 	Tunbridge Lane
	Name:	 	  
	 		 	Bottisham, Cambridge, CB5 9DU
	Title:	 	  
	 		 	England
		 		 		 	jurquhart@btinternet.com
				
		 		 		 	Company Capital Stock
				
		 		 		 	 Series F Preferred Stock: 69,908

		 		 		 	 Series F-1 Preferred Stock: 3,810

		 		 		 	 Series E Preferred Stock: 47,406

		 		 		 	 Series E-1 Preferred Stock: 32,042

		 		 		 	 Series D Preferred Stock: 9,806

		 		 		 	 Series D-1 Preferred Stock: 0

		 		 		 	 Series C Preferred Stock: 17,346

		 		 		 	 Series B Preferred Stock: 2,604

		 		 		 	 Common Stock: 16,020


 [SIGNATURE PAGE TO VOTING AGREEMENT] 







 IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date first above
written. 
  

									
	MINDSPEED TECHNOLOGIES, INC.	 		 	INTEL CORPORATION
					
		 		 		 	By:	 	 /s/ James W. McCall

	By:	 	  
	 		 	Name:	 	James W. McCall
	Name:	 	  
	 		 	Title:	 	Assistant Treasurer
	Title:	 	  
	 		 		 	
			
	 PICOCHIP INC.
	 		 	Stockholder Address for Notices:
		 		 	Intel Capital Corporation
	By:	 	  
	 		 	c/o Intel Corporation
	Name:	 	  
	 		 	2200 Mission College Boulevard
	Title:	 	  
	 		 	M/S SC4-203
		 		 		 	Santa Clara, CA 95052
		 		 		 	USA
		 		 		 	With a copy to:
		 		 		 	EMEAportfolio@intel.com
				
		 		 		 	Company Capital Stock
				
		 		 		 	 Series F Preferred Stock: 0

		 		 		 	 Series F-1 Preferred Stock: 0

		 		 		 	 Series E Preferred Stock: 0

		 		 		 	 Series E-1 Preferred Stock: 0

		 		 		 	 Series D Preferred Stock: 65,300

		 		 		 	 Series D-1 Preferred Stock: 0

		 		 		 	 Series C Preferred Stock: 0

		 		 		 	 Series B Preferred Stock: 0

		 		 		 	 Common Stock: 0


 [SIGNATURE PAGE TO VOTING AGREEMENT] 







 IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date first above
written. 
  

									
	MINDSPEED TECHNOLOGIES, INC.	 		 	INTEL CAPITAL (CAYMAN) CORPORATION
					
		 		 		 	By:	 	 /s/ James W. McCall

	By:	 	  
	 		 	Name:	 	James W. McCall
	Name:	 	  
	 		 	Title:	 	Assistant Treasurer
	Title:	 	  
	 		 		 	
			
	 PICOCHIP INC.
	 		 	Stockholder Address for Notices:
		 		 	Intel Capital Corporation
	By:	 	  
	 		 	c/o Intel Corporation
	Name:	 	  
	 		 	2200 Mission College Boulevard
	Title:	 	  
	 		 	M/S SC4-203
		 		 		 	Santa Clara, CA 95052
		 		 		 	USA
		 		 		 	With a copy to:
		 		 		 	EMEAportfolio@intel.com
				
		 		 		 	Company Capital Stock
				
		 		 		 	 Series F Preferred Stock: 0

		 		 		 	 Series F-1 Preferred Stock: 0

		 		 		 	 Series E Preferred Stock: 0

		 		 		 	 Series E-1 Preferred Stock: 0

		 		 		 	 Series D Preferred Stock: 0

		 		 		 	 Series D-1 Preferred Stock: 0

		 		 		 	 Series C Preferred Stock: 302,878

		 		 		 	 Series B Preferred Stock: 0

		 		 		 	 Common Stock: 0


 [SIGNATURE PAGE TO VOTING AGREEMENT] 







 IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date first above
written. 
  

									
	MINDSPEED TECHNOLOGIES, INC.	 		 	INTEL CAPITAL CORPORATION
					
		 		 		 	By:	 	 /s/ James W. McCall

	By:	 	  
	 		 	Name:	 	James W. McCall
	Name:	 	  
	 		 	Title:	 	Assistant Treasurer
	Title:	 	  
	 		 		 	
			
	 PICOCHIP INC.
	 		 	Stockholder Address for Notices:
		 		 	Intel Capital Corporation
	By:	 	  
	 		 	c/o Intel Corporation
	Name:	 	  
	 		 	2200 Mission College Boulevard
	Title:	 	  
	 		 	M/S SC4-203
		 		 		 	Santa Clara, CA 95052
		 		 		 	USA
		 		 		 	With a copy to:
		 		 		 	EMEAportfolio@intel.com
				
		 		 		 	Company Capital Stock
				
		 		 		 	 Series F Preferred Stock: 1,896,182

		 		 		 	 Series F-1 Preferred Stock: 0

		 		 		 	 Series E Preferred Stock: 308,834

		 		 		 	 Series E-1 Preferred Stock: 294,964

		 		 		 	 Series D Preferred Stock: 62,883

		 		 		 	 Series D-1 Preferred Stock: 0

		 		 		 	 Series C Preferred Stock: 0

		 		 		 	 Series B Preferred Stock: 0

		 		 		 	 Common Stock: 0


 [SIGNATURE PAGE TO VOTING AGREEMENT] 







 IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date first above
written. 
  

									
	MINDSPEED TECHNOLOGIES, INC.	 		 	MIDDLEFIELD VENTURES, INC.
					
		 		 		 	By:	 	 /s/ James W. McCall

	By:	 	  
	 		 	Name:	 	James W. McCall
	Name:	 	  
	 		 	Title:	 	Assistant Treasurer
	Title:	 	  
	 		 		 	
			
	 PICOCHIP INC.
	 		 	Stockholder Address for Notices:
		 		 	Intel Capital Corporation
	By:	 	  
	 		 	c/o Intel Corporation
	Name:	 	  
	 		 	2200 Mission College Boulevard
	Title:	 	  
	 		 	M/S SC4-203
		 		 		 	Santa Clara, CA 95052
		 		 		 	USA
		 		 		 	With a copy to:
		 		 		 	EMEAportfolio@intel.com
				
		 		 		 	Company Capital Stock
				
		 		 		 	 Series F Preferred Stock: 163,556

		 		 		 	 Series F-1 Preferred Stock: 39,541

		 		 		 	 Series E Preferred Stock: 142,137

		 		 		 	 Series E-1 Preferred Stock: 27,841

		 		 		 	 Series D Preferred Stock: 0

		 		 		 	 Series D-1 Preferred Stock: 0

		 		 		 	 Series C Preferred Stock: 0

		 		 		 	 Series B Preferred Stock: 0

		 		 		 	 Common Stock: 0


 [SIGNATURE PAGE TO VOTING AGREEMENT] 







 EXHIBIT A 
 IRREVOCABLE PROXY 
 Each of the undersigned stockholders (collectively,
“Stockholders” and each, a “Stockholder”) of picoChip Inc., a Delaware corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by law) appoints each of Raouf Halim and
Stephen Ananias of Mindspeed Technologies, Inc., a Delaware corporation (“Parent”), as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all
voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of the Company that now are or hereafter may be beneficially owned by such Stockholder, and any and all other
shares or securities of the Company issued or issuable in respect thereof on or after the date hereof (collectively, the “Shares”), in accordance with the terms of this Proxy. The Shares beneficially owned by each Stockholder as of
the date of this Proxy are listed on the final page of this Proxy, along with the number(s) of the stock certificate(s) which represent such Shares. Upon each Stockholder’s execution of this Proxy, any and all prior proxies given by the
undersigned with respect to any of his, her or its Shares are hereby revoked and such Stockholder agrees not to grant any subsequent proxies with respect to his, her or its Shares until after the Expiration Date (as defined below). 

This Proxy is irrevocable (to the fullest extent permitted by law), is coupled with an interest and is granted pursuant to that certain
Voting Agreement dated as of January 5, 2012 by and among Parent, the Company and the Stockholders (the “Voting Agreement”), and is granted in consideration of Parent entering into that certain Agreement and Plan of Merger
dated as of January 5, 2012 (the “Merger Agreement”), by and among Parent, Platinum Acquisition (UK) Limited, a private company limited by shares registered in England and Wales and a wholly-owned subsidiary of Parent, Platinum
Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of UK Acquiror (“Sub”), the Company and certain other parties. The Merger Agreement provides for the merger of Sub with and into the Company in accordance
with its terms (the “Merger”), and each Stockholder is receiving a portion of the proceeds of the Merger. As used in this Proxy, the term “Expiration Date” shall mean the earlier to occur of (i) such date and
time as the Merger Agreement shall have been validly terminated pursuant to Article IX thereof, (ii) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement and (iii) a
valid termination of the Voting Agreement by such Stockholder pursuant to Section 13 thereof. 

  
 - 1 -









 The attorneys and proxies named above, and each of them, are hereby authorized and empowered
by each Stockholder, at any time prior to the Expiration Date, to act as such Stockholder’s attorney and proxy to vote his, her or its Shares, and to exercise all voting, consent and similar rights of the undersigned with respect to his, her or
its Shares (including, without limitation, the power to execute and deliver written consents) at every annual, special, adjourned or postponed meeting of stockholders of the Company and in every written consent in lieu of such meeting (provided that
the Board of Directors of the Company has approved the Merger) solely: 
 (i) in favor of the adoption of the Merger Agreement
and approval of the Merger and each of the other actions expressly contemplated by the Merger Agreement, which approval shall constitute the adoption and approval of (i) the escrow and indemnification obligations of the stockholders of the
Company set forth in Article VIII of the Merger Agreement and the deposit of the Escrow Amount into the Escrow Fund, (ii) the deposit of the Stockholder Representative Escrow Amount into an account designated in writing by the Stockholder
Representative and (iii) the appointment of Shareholder Representative Services LLC as Stockholder Representative, under, and as defined in, the Merger Agreement; 
 (ii) against any proposal made in opposition to, or in competition with, consummation of the Merger and the Merger Agreement; 
 (iii) against any of the following actions (other than those actions that relate to the Merger and the transactions contemplated by the Merger Agreement): (i) any merger, consolidation, business
combination, sale of assets, reorganization or recapitalization of the Company with any party, (ii) any sale, lease or transfer of any significant part of the assets of the Company, (iii) any reorganization, recapitalization, dissolution,
liquidation or winding up of the Company, or (iv) any material change in the capitalization of the Company or the Company’s corporate structure (other than in connection with the Approved Debt Financing (as defined in the Voting Agreement)
or (v) any other action that is intended, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement; and

 (iv) in favor of waiving any notice that may have been or may be required as a result of or relating to the Merger Agreement
and/or the Merger. 
 The attorneys and proxies named above may not exercise this Proxy on any other matter except as provided
in clauses (i), (ii), (iii) or (iv) above. Notwithstanding any provision to the contrary in this Proxy, the attorneys and proxies named above may not vote on or consent to any proposal to amend the Merger Agreement or any other document
relating to the Merger. Each Stockholder may vote his, her or its Shares on all other matters. 
 Any obligation of a
Stockholder hereunder shall be binding upon the successors and assigns of such Stockholder. 
 [Remainder of page
intentionally left blank.] 

  
 - 2 -









 This Proxy shall terminate, and be of no further force and effect, automatically upon the
Expiration Date. 
  

							
	Dated: January 5, 2012	 		 	 ATLAS VENTURE FUND V, L.P.
 ATLAS VENTURE ENTREPRENEURS’ FUND V, L.P.

				
		 		 	By:	 	Atlas Venture Associates V, L.P. their general partner
		 		 	By:	 	Atlas Venture Associates V, Inc Its general partner
			
		 		 	 /s/ [Illegible]

		 		 	Vice President
		
		 	 Company Capital Stock

			
		 		 	 Series F Preferred Stock: 3,790,208

		 		 	 Series F-1 Preferred Stock: 155,035

		 		 	 Series E Preferred Stock: 1,834,864

		 		 	 Series E-1 Preferred Stock: 1,304,386

		 		 	 Series D Preferred Stock: 523,846

		 		 	 Series D-1 Preferred Stock: 0

		 		 	 Series C Preferred Stock: 883,236

		 		 	 Series B Preferred Stock: 353,470

		 		 	 Common Stock: 0


 [SIGNATURE PAGE TO IRREVOCABLE PROXY] 







 This Proxy shall terminate, and be of no further force and effect, automatically upon the
Expiration Date. 
  

							
	Dated: January 5, 2012	 		 	 SEP II

SEP II B

				
		 		 	By:	 	SEP II GP, Limited,
		 		 		 	their general partner
				
		 		 	By:	 	 /s/ [Illegible]

		 		 		 	Authorized Signatory
		
		 	 Company Capital Stock

			
		 		 	 Series F Preferred Stock: 323,134

		 		 	 Series F-1 Preferred Stock: 78,121

		 		 	 Series E Preferred Stock: 882,443

		 		 	 Series E-1 Preferred Stock: 505,565

		 		 	 Series D Preferred Stock: 278,899

		 		 	 Series D-1 Preferred Stock: 0

		 		 	 Series C Preferred Stock: 658,430

		 		 	 Series B Preferred Stock: 0

		 		 	 Common Stock: 0


 [SIGNATURE PAGE TO IRREVOCABLE PROXY] 







 This Proxy shall terminate, and be of no further force and effect, automatically upon the
Expiration Date. 
  

							
	Dated: January 5, 2012	 		 	HIGHLAND CAPITAL PARTNERS VII LIMITED PARTNERSHIP
				
		 		 	By:	 	Highland Management Partners VII Limited Partnership, its General Partner
				
		 		 	By:	 	Highland Management Partners VII, LLC, its General Partner
				
		 		 	By:	 	 /s/ [Illegible]

		 		 		 	Authorized Manager
		
		 	 Company Capital Stock

			
		 		 	 Series F Preferred Stock: 1,297,628

		 		 	 Series F-1 Preferred Stock: 87,496

		 		 	 Series E Preferred Stock: 987,432

		 		 	 Series E-1 Preferred Stock: 698,456

		 		 	 Series D Preferred Stock: 947,447

		 		 	 Series D-1 Preferred Stock: 0

		 		 	 Series C Preferred Stock: 0

		 		 	 Series B Preferred Stock: 0

		 		 	 Common Stock: 0


 [SIGNATURE PAGE TO IRREVOCABLE PROXY] 







 This Proxy shall terminate, and be of no further force and effect, automatically upon the
Expiration Date. 
  

							
	Dated: January 5, 2012	 		 	HIGHLAND CAPITAL PARTNERS VII-B LIMITED PARTNERSHIP
				
		 		 	By:	 	Highland Management Partners VII Limited Partnership, its General Partner
				
		 		 	By:	 	Highland Management Partners VII, LLC, its General Partner
				
		 		 	By:	 	 /s/ [Illegible]

		 		 		 	Authorized Manager
		
		 	 Company Capital Stock

			
		 		 	Series F Preferred Stock: 314,441
		 		 	Series F-1 Preferred Stock: 21,202
		 		 	 Series E Preferred Stock: 239,274

		 		 	 Series E-1 Preferred Stock: 169,249

		 		 	 Series D Preferred Stock: 229,585

		 		 	 Series D-1 Preferred Stock: 0

		 		 	 Series C Preferred Stock: 0

		 		 	 Series B Preferred Stock: 0

		 		 	 Common Stock: 0


 [SIGNATURE PAGE TO IRREVOCABLE PROXY] 







 This Proxy shall terminate, and be of no further force and effect, automatically upon the
Expiration Date. 
  

							
	Dated: January 5, 2012	 		 	HIGHLAND CAPITAL PARTNERS VII-C LIMITED PARTNERSHIP
				
		 		 	By:	 	Highland Management Partners VII Limited Partnership, its General Partner
				
		 		 	By:	 	Highland Management Partners VII, LLC, its General Partner
				
		 		 	By:	 	 /s/ [Illegible]

		 		 		 	Authorized Manager
		
		 	 Company Capital Stock

			
		 		 	 Series F Preferred Stock: 457,925

		 		 	 Series F-1 Preferred Stock: 30,877

		 		 	 Series E Preferred Stock: 348,458

		 		 	 Series E-1 Preferred Stock: 246,480

		 		 	 Series D Preferred Stock: 334,345

		 		 	 Series D-1 Preferred Stock: 0

		 		 	 Series C Preferred Stock: 0

		 		 	 Series B Preferred Stock: 0

		 		 	 Common Stock: 0


 [SIGNATURE PAGE TO IRREVOCABLE PROXY] 







 This Proxy shall terminate, and be of no further force and effect, automatically upon the
Expiration Date. 
  

							
	Dated: January 5, 2012	 		 	HIGHLAND ENTREPRENEURS’ FUND VII LIMITED PARTNERSHIP
				
		 		 	By:	 	Highland Management Partners VII Limited Partnership, its General Partner
				
		 		 	By:	 	Highland Management Partners VII, LLC, its General Partner
				
		 		 	By:	 	 /s/ [Illegible]

		 		 		 	Authorized Manager
		
		 	 Company Capital Stock

			
		 		 	 Series F Preferred Stock: 40,660

		 		 	 Series F-1 Preferred Stock: 2,742

		 		 	 Series E Preferred Stock: 30,940

		 		 	 Series E-1 Preferred Stock: 21,885

		 		 	 Series D Preferred Stock: 28,879

		 		 	 Series D-1 Preferred Stock: 0

		 		 	 Series C Preferred Stock: 0

		 		 	 Series B Preferred Stock: 0

		 		 	 Common Stock: 0


 [SIGNATURE PAGE TO IRREVOCABLE PROXY] 







 This Proxy shall terminate, and be of no further force and effect, automatically upon the
Expiration Date. 
  

							
	Dated: January 5, 2012	 		 	JAMES URQUHART
				
		 		 	By:	 	 /s/ James Urquhart

		 		 		 	James Urquhart
		
		 	 Company Capital Stock

			
		 		 	 Series F Preferred Stock: 69,908

		 		 	 Series F-1 Preferred Stock: 3,810

		 		 	 Series E Preferred Stock: 47,406

		 		 	 Series E-1 Preferred Stock: 32,042

		 		 	 Series D Preferred Stock: 9,806

		 		 	 Series D-1 Preferred Stock: 0

		 		 	 Series C Preferred Stock: 17,346

		 		 	 Series B Preferred Stock: 2,604

		 		 	 Common Stock: 16,020


 [SIGNATURE PAGE TO IRREVOCABLE PROXY] 







 This Proxy shall terminate, and be of no further force and effect, automatically upon the
Expiration Date. 
  

							
	Dated: January 5, 2012	 		 	INTEL CORPORATION
				
		 		 	By:	 	 /s/ James W. McCall

		 		 	Name:	 	James W. McCall
		 		 	Title:	 	Assistant Treasurer
		
		 	 Company Capital Stock

			
		 		 	 Series F Preferred Stock: 0

		 		 	 Series F-1 Preferred Stock: 0

		 		 	 Series E Preferred Stock: 0

		 		 	 Series E-1 Preferred Stock: 0

		 		 	 Series D Preferred Stock: 65,300

		 		 	 Series D-1 Preferred Stock: 0

		 		 	 Series C Preferred Stock: 0

		 		 	 Series B Preferred Stock: 0

		 		 	 Common Stock: 0


 [SIGNATURE PAGE TO IRREVOCABLE PROXY] 







 This Proxy shall terminate, and be of no further force and effect, automatically upon the
Expiration Date. 
  

							
	Dated: January 5, 2012	 		 	INTEL CAPITAL CORPORATION
				
		 		 	By:	 	 /s/ James W. McCall

		 		 	Name:	 	James W. McCall
		 		 	Title:	 	Assistant Treasurer
		
		 	 Company Capital Stock

			
		 		 	 Series F Preferred Stock: 1,896,182

		 		 	 Series F-1 Preferred Stock: 0

		 		 	 Series E Preferred Stock: 308,834

		 		 	 Series E-1 Preferred Stock: 294,964

		 		 	 Series D Preferred Stock: 62,883

		 		 	 Series D-1 Preferred Stock: 0

		 		 	 Series C Preferred Stock: 0

		 		 	 Series B Preferred Stock: 0

		 		 	 Common Stock: 0


 [SIGNATURE PAGE TO IRREVOCABLE PROXY] 







 This Proxy shall terminate, and be of no further force and effect, automatically upon the
Expiration Date. 
  

							
	Dated: January 5, 2012	 		 	INTEL CAPITAL (CAYMAN) CORPORATION
				
		 		 	By:	 	 /s/ James W. McCall

		 		 	Name:	 	James W. McCall
		 		 	Title:	 	Assistant Treasurer
		
		 	 Company Capital Stock

			
		 		 	Series F Preferred Stock: 0
		 		 	 Series F-1 Preferred Stock: 0

		 		 	 Series E Preferred Stock: 0

		 		 	 Series E-1 Preferred Stock: 0

		 		 	 Series D Preferred Stock: 0

		 		 	 Series D-1 Preferred Stock: 0

		 		 	 Series C Preferred Stock: 302,878

		 		 	 Series B Preferred Stock: 0

		 		 	 Common Stock: 0


 [SIGNATURE PAGE TO IRREVOCABLE PROXY] 







 This Proxy shall terminate, and be of no further force and effect, automatically upon the
Expiration Date. 
  

							
	Dated: January 5, 2012	 		 	MIDDLEFIELD VENTURES, INC.
				
		 		 	By:	 	 /s/ James W. McCall

		 		 	Name:	 	James W. McCall
		 		 	Title:	 	Assistant Treasurer
		
		 	 Company Capital Stock

			
		 		 	 Series F Preferred Stock: 163,556

		 		 	 Series F-1 Preferred Stock: 39,541

		 		 	 Series E Preferred Stock: 142,137

		 		 	 Series E-1 Preferred Stock: 27,841

		 		 	 Series D Preferred Stock: 0

		 		 	 Series D-1 Preferred Stock: 0

		 		 	 Series C Preferred Stock: 0

		 		 	 Series B Preferred Stock: 0

		 		 	 Common Stock: 0


 [SIGNATURE PAGE TO IRREVOCABLE PROXY]