INDEMNITY AGREEMENTIndemnity Agreement • August 28th, 2003 • Sigmatel Inc • Semiconductors & related devices • Delaware
This Indemnity Agreement, dated as of , 2003, is made by and between SigmaTel, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
SIGMATEL, INC. (Delaware corporation) 10,000,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • September 10th, 2003 • Sigmatel Inc • Semiconductors & related devices • New York
Notwithstanding the foregoing, the undersigned may transfer the Lock-Up Securities without the prior written consent of Merrill Lynch, (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restriction set forth herein, or (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value. For purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions.
SIGMATEL, INC. (Delaware corporation) [ ] Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • February 5th, 2004 • Sigmatel Inc • Semiconductors & related devices • New York
LEASE AGREEMENT BY AND BETWEEN DESTA TWO PARTNERSHIP, LTD. AS LANDLORD, AND SigmaTel, Inc. AS TENANTLease Agreement • July 3rd, 2003 • Sigmatel Inc
This Lease Agreement (“Lease”) is entered into as of the Effective Date specified in the Basic Lease Provisions by and between Landlord and Tenant. The Basic Lease Provisions attached hereto and the defined terms set out therein are hereby incorporated herein by reference.
EMPLOYMENT AGREEMENTEmployment Agreement • January 28th, 2004 • Sigmatel Inc • Semiconductors & related devices • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of May 20, 2003, is entered into by and between SigmaTel, Inc., a Texas corporation (the “Company” or the “Employer”), and Ross A. Goolsby (the “Employee”) (either party individually, a “Party”; collectively, the “Parties”).
INDEPENDENT CONTRACTING AGREEMENTIndependent Contracting Agreement • October 19th, 2004 • Sigmatel Inc • Semiconductors & related devices
This Independent Contracting Agreement is entered into effective October 19, 2004 (“Effective Date”), by and between SigmaTel, Inc., having a principal place of business at 3815 S. Capital of Texas Highway, Suite 300, Austin, Texas 78704 (“SigmaTel”), and Robert Derby, having a principal place of business at 208 S. Park St., San Angelo, TX 76901 (“Derby”).
ASSET PURCHASE AGREEMENT BY AND BETWEEN INTEGRATED DEVICE TECHNOLOGY, INC. AND SIGMATEL, INC. DATED AS OF JULY 25, 2006Asset Purchase Agreement • July 28th, 2006 • Sigmatel Inc • Semiconductors & related devices • California
This Asset Purchase Agreement (this “Agreement”) is made and entered into this 25th day of July, 2006, by and between Integrated Device Technology, Inc., a Delaware corporation (“Buyer”), and SigmaTel, Inc., a Delaware corporation (“Seller”).
SIGMATEL, INC. FIRST AMENDMENT TO SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTRights Agreement • July 3rd, 2003 • Sigmatel Inc
The First Amendment to Second Amended and Restated Investors’ Rights Agreement (the “Agreement”) is entered into as of November 17, 2000 by and between SigmaTel, Inc., a Texas corporation having its principal place of business at 2700 Via Fortuna, Suite 500, Austin, Texas 78746 (the “Company”) and Cirrus Logic, Inc., a Delaware corporation having its principal place of business at 4210 South Industrial Drive, Austin, Texas 78744 (“Cirrus”).
AMENDMENT NO. 1 TO LEASE AGREEMENTLease Agreement • July 3rd, 2003 • Sigmatel Inc
WHEREAS, DESTA TWO PARTNERSHIP, LTD., as Landlord, and SIGMATEL, INC., as Tenant, entered into a Lease Agreement (the “Lease Agreement”) dated August 6, 1999 for certain premises located in the Terrace Building II as described on Exhibit A attached to the Lease Agreement.
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG SIGMATEL, INC. PPR ACQUISITION CORPORATION, OASIS SEMICONDUCTOR, INC., CERTAIN PRINCIPAL STOCKHOLDERS OF OASIS SEMICONDUCTOR, INC. AND WILLIAM H. WREAN, JR., AS STOCKHOLDERS’ AGENT September 6, 2005Agreement and Plan of Reorganization • September 12th, 2005 • Sigmatel Inc • Semiconductors & related devices • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of September 6, 2005 by and among SigmaTel, Inc., a Delaware corporation (“Acquiror”); PPR Acquisition Corporation, a Delaware corporation (“Merger Sub”) and wholly owned subsidiary of Acquiror; Oasis Semiconductor, Inc., a Delaware corporation (“Target”); solely with respect to Section 6 hereof, the stockholders of Target whose names are set forth on the signature pages hereto (the “Principal Stockholders”); and, solely with respect to Section 2.6, Section 2.8 and Section 6 hereof, William H. Wrean, Jr., in his capacity as stockholders’ agent (“Stockholders’ Agent”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and between SILICON VALLEY BANK 3003 Tasman Drive Santa Clara, CA 95054 Attn: Loan Services and SIGMATEL, INC. 3815 South Capital of Texas Highway, Suite 300 Austin, Texas 78704 Attn: Chief Financial...Loan and Security Agreement • July 3rd, 2003 • Sigmatel Inc • Texas
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated March 4, 2003, between SILICON VALLEY BANK, a California chartered bank (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054, and with a loan production office located at 9020 Capital of Texas Highway, North, Building 1, Suite 350, Austin, Texas, 78759 and SIGMATEL, INC., a Texas corporation (“Borrower”), with its principal place of business at the location set forth on the Cover Page of this Agreement, provides the terms on which Bank will lend to Borrower and Borrower will repay Bank.
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG SIGMATEL, INC. AMOEBA ACQUISITION CORPORATION, AMOEBA II ACQUISITION CORPORATION, PROTOCOM CORPORATION, CERTAIN SHAREHOLDERS OF PROTOCOM CORPORATION AND REN-YUH WANG, AS SHAREHOLDERS’ AGENT July 26, 2005Agreement and Plan of Reorganization • August 1st, 2005 • Sigmatel Inc • Semiconductors & related devices • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of July 26, 2005 by and among SigmaTel, Inc., a Delaware corporation (“Acquiror”), Amoeba Acquisition Corporation, a California corporation and wholly owned subsidiary of Acquiror (“Merger Sub I”), Amoeba II Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Acquiror (“Merger Sub II”), Protocom Corporation, a California corporation (“Target”), Ren-Yuh Wang and Yi-Yung Jeng, certain shareholders of Target agreeing to provide certain representations and warranties under Section 3.10(u) and indemnification obligations under Section 9 hereunder (“Principal Shareholders”), and, solely with respect to Sections 6.2, 6.10 and 9 hereof, Ren-Yuh Wang, a shareholder of Target (“Shareholders’ Agent”).
SIGMATEL, INC. SECOND AMENDMENT TO SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTRights Agreement • August 4th, 2003 • Sigmatel Inc • Semiconductors & related devices • California
This Second Amendment to Second Amended and Restated Investors’ Rights Agreement (this “Amendment”), is dated as of July 1, 2003. This Amendment amends that certain Second Amended and Restated Investors’ Rights Agreement dated as of August 15, 2000, by and among SigmaTel, Inc., a Texas corporation (the “Company”), and the signatories thereto and certain other Investors named therein, as previously amended by that certain First Amendment to Second Amended and Restated Investors’ Rights Agreement, dated November 17, 2000, by and among the Company and the signatories thereto (collectively, as amended, the “OriginalAgreement’). The Company and each of the signatories hereto may sign a separate signature page to this Amendment, all of which together shall constitute one instrument. All capitalized terms not otherwise herein defined shall have the meanings ascribed to them in the Original Agreement.
OFFICE BUILDING LEASE AGREEMENT SIGMATEL, INC. AND BC PLAZA II/III LTD. AT BARTON CREEK PLAZALease Agreement • July 3rd, 2003 • Sigmatel Inc • Texas
THIS LEASE AGREEMENT is entered into as of the Lease Date set forth in the Basic Lease Information by and between BC Plaza II/III, Ltd. (hereinafter called “Landlord”) and Sigma Tel, Inc. (hereinafter called “Tenant”).
FIRST AMENDMENT TO LEASELease • February 24th, 2006 • Sigmatel Inc • Semiconductors & related devices • Texas
This First Amendment to Lease (the “Amendment”) is entered into this 2nd day of November, 2005, by and between Prentiss Properties Acquisition Partners, L.P., a Delaware limited partnership (“Landlord”), and SigmaTel, Inc., a Delaware corporation (“Tenant”).
SUBLEASESigmatel Inc • July 3rd, 2003 • Texas
This SUBLEASE is dated as of the Execution Date (as defined in Schedule 1) between SigmaTel, Inc. (“Sublessor”) and Texas Networking, Inc. (“Sublessee”).
AGREEMENT AND PLAN OF MERGER AMONG FREESCALE SEMICONDUCTOR, INC., PHX ACQUISITION, INC., AND SIGMATEL, INC. DATED AS OF FEBRUARY 3, 2008Agreement and Plan of Merger • February 4th, 2008 • Sigmatel Inc • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 3, 2008 (the “Execution Date”), is among SigmaTel, Inc., a Delaware corporation (the “Company”), Freescale Semiconductor, Inc., a Delaware corporation (“Parent”), and PHX Acquisition, Inc., a Delaware corporation and an affiliate of Parent (“Merger Sub”). An index of the defined terms used in this Agreement can be found in Appendix I hereto.
SIGMATEL, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 3rd, 2003 • Sigmatel Inc • California
This Second Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of the 15th day of August, 2000, by and among SigmaTel, Inc., a Texas corporation (the “Company”), each of the persons listed on Exhibit “A” hereto (each as “Investor” and collectively the “Investors”), (each as “Investor” and collectively the “Investors”). Each Investor may sign a separate signature page to this Agreement, all of which together shall constitute one instrument. This Agreement amends, supercedes and replaces that certain “Amended and Restated Investors’ Rights Agreement,” dated August 6, 1999, among the Company, Battery Ventures V, L.P., Battery Ventures Convergence Fund, L.P., Battery Investment Partners V, L.L.C., (the three preceding entities are sometimes hereinafter collectively referred to as “Battery”), CTI Limited (“CTI”), VLSI Technology, Inc. (“VLSI”), Telesoft Partners IA, L.P. (“Telesoft “), and Hikari Tsushin, Inc. (“Hikari”) (the “First Amended and Restated Agreement”
LEASE AGREEMENT BETWEEN Prentiss Properties Acquisition Partners, L.P., a Delaware limited partnership (Landlord) AND SigmaTel, Inc., a Delaware corporation (Tenant) Barton Skyway Building II Austin, Texas Dated: July 29, 2004Lease Agreement • October 19th, 2004 • Sigmatel Inc • Semiconductors & related devices • Texas
THIS LEASE AGREEMENT (“this Lease”) is made and entered into by and between Prentiss Properties Acquisition Partners, L.P., a Delaware limited partnership (“Landlord”) and SigmaTel, Inc., a Delaware corporation (“Tenant”), upon all the terms set forth in this Lease and in all Exhibits and Riders hereto, to each and all of which terms Landlord and Tenant hereby mutually agree, and in consideration of One Dollar ($1.00) and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and of the rents, agreements and benefits flowing between the parties hereto, as follows:
SIGMATEL, INC. STOCK OPTION AGREEMENT (Executive Officer; Single Trigger)Stock Option Agreement • March 6th, 2007 • Sigmatel Inc • Semiconductors & related devices • Texas
SigmaTel, Inc. has granted to the individual (the “Optionee”) named in the Notice of Grant of Stock Option (the “Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the SigmaTel, Inc. 2003 Equity Incentive Plan (the “Plan”), as amended to the Date of Option Grant, the provisions of which are incorporated herein by reference. By accepting the Notice, the Optionee: (a) represents that the Optionee has read and is familiar with the terms and conditions of the Notice, the Plan and this Option Agreement, including the Effect of Termination of Service set forth in Section 7, (b) accepts the Option subject to all of the terms and conditions of the Notice, the Plan and this Option Agreement, (c) agrees to accept as bi
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 3rd, 2003 • Sigmatel Inc • Texas
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated as of March 26, 2001, is entered into by and between SigmaTel, Inc., a Texas corporation (the “Company” or the “Employer”), and Ronald Edgerton (the “Employee”) (either party individually, a “Party”; collectively, the “Parties”).
