STIPULATION AND [PROPOSED] ORDER CONCERNING PLAINTIFF'S VOLUNTARY DISMISSAL AND PLAINTIFFS' COUNSEL'S ANTICIPATED APPLICATION FOR AN AWARD OF ATTORNEYS' FEES AND EXPENSES

SUSAN ILLSTON, Senior District Judge.

WHEREAS, on March 29, 2017, Exar Corporation ("Exar" or the "Company") and MaxLinear, Inc. ("MaxLinear") announced that they had entered into an agreement and plan of merger (the "Merger Agreement") pursuant to which MaxLinear would acquire all of the outstanding shares of Exar in exchange for $13.00 in cash per Exar share (the "Transaction");

WHEREAS, on April 13, 2017, Exar filed a Solicitation/Recommendation Statement (the "Solicitation Statement") with the United States Securities and Exchange Commission ("SEC") in connection with the Transaction;

WHEREAS, on April 18, 2017, plaintiff The Vladimir Gusinsky Rev. Trust ("Plaintiff") filed a class action lawsuit in the United States District Court for the Northern District of California challenging the adequacy of the disclosures made in the Solicitation Statement, captioned The Vladimir Gusinsky Rev. Trust v. Exar Corporation, Case No. 3:17-cv-2150 (the "Action"). Plaintiff's complaint alleged, among other things, that defendants Exar, Gary Meyers, Ryan A. Benton, Behrooz Abdi, Izak Bencuya, Pierre G. Guilbault, Brian Hilton, Jeffrey Jacobowitz, MaxLinear, Inc., and Eagle Acquisition Corporation (collectively, "Defendants") violated Sections 14(e), 14(d), and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act") in connection with the Solicitation Statement;

WHEREAS on April 25, 2017, plaintiff Richard E. Marshall (together with Plaintiff, "Plaintiffs") filed the related action Marshall v. Exar Corporation, Case No. 3:17-cv-02334 (the "Related Action" and, together with the Action, the "Actions") against defendants Exar, Gary Meyers, Ryan A. Benton, Behrooz Abdi, Izak Bencuya, Pierre G. Guilbault, Brian Hilton, and Jeffrey Jacobowitz, alleging, inter alia, that these defendants violated Sections 14(e), 14(d), and 20(a) of the Exchange Act in connection with the Solicitation Statement;

WHEREAS, as a result of negotiations between the parties in the Actions, on May 3, 2017, the parties to the Actions agreed on supplemental disclosures related to the Transaction (the "Supplemental Disclosures"), which would address and moot Plaintiffs' claims regarding the disclosures in the Solicitation Statement;

WHEREAS, on May 3, 2017, Exar filed the Supplemental Disclosures with the SEC;

WHEREAS, on May 12, 2017, the Transaction closed;

WHEREAS, Plaintiffs' counsel reserve the right to assert a claim for attorneys' fees and expenses in connection with the prosecution of the Actions and the issuance of the Supplemental Disclosures, and have informed Defendants of their intention to petition the Court for such fees and expenses if their claim cannot be resolved through negotiations between counsel for Plaintiffs and Defendants (the "Fee Application");

WHEREAS, by entering into this Stipulation, Defendants do not admit that the Supplemental Disclosures were material or that Plaintiffs are entitled to attorneys' fees and expenses, and reserve the right to oppose, in whole or in part, any claim by Plaintiffs for attorneys' fees and expenses.;

WHEREAS, no class has been certified in the Action;

WHEREAS, for the avoidance of doubt, no compensation in any form has passed directly or indirectly to Plaintiffs or their attorneys, and no promise, understanding, or agreement to give any such compensation has been made, nor have the parties had any discussions concerning the amount of any mootness fee application or award; and

WHEREAS, Defendants have denied and continue to deny any wrongdoing and contend that no claim asserted in the Action was ever meritorious.

IT IS HEREBY STIPULATED AND AGREED, by and between the undersigned attorneys for the respective parties:

1. Plaintiff hereby voluntarily dismisses the Action with prejudice as to Plaintiff pursuant to Fed. R. Civ. P. 41(a)(1) and without prejudice as to other members of the putative class.

2. This Court retains jurisdiction over the parties in the Action solely for purposes of further proceedings related to the adjudication of Plaintiff's potential Fee Application.

3. If Plaintiff makes a Fee Application, such Fee Application will be made with the cooperation of, and also on behalf of, the plaintiff in the Related Action and his counsel.

4. If the parties are unable to resolve Plaintiff's counsel's claim for attorneys' fees and expenses, Plaintiff shall file any petition and supporting papers seeking such relief by no later than June 28, 2017, with the hearing to be noticed in accordance with Civil Local Rule 7-2.

IT IS SO STIPULATED.

FILER'S ATTESTATION

Pursuant to Civil Local Rule 5-1 regarding signatures, I attest under penalty of perjury that the concurrence in the filing of this document has been obtained from all signatories.

PURSUANT TO STIPULATION, IT IS SO ORDERED.