0000912057-01-533227 Sample Contracts

May 21, 2001
Letter Agreement • September 24th, 2001 • National Semiconductor Corp • Semiconductors & related devices

This letter agreement supplements certain provisions of the Agreement and Plan of Merger (the "Merger Agreement") entered into by and among National Semiconductor Corporation ("NSC"), Nesshin Acquisition Sub, Inc., innoCOMM Wireless, Inc., and Bernard Xavier, Daniel Mecham and Ibrahim Yayla (each, a "Founder") dated February 2, 2001 solely as such provisions relate to NSC and each Founder as an employee of NSC. Capitalized terms used in this letter have the meanings assigned to them in the Merger Agreement.

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AGREEMENT AND PLAN OF MERGER by and among NATIONAL SEMICONDUCTOR CORPORATION, NESSHIN ACQUISITION SUB, INC., INNOCOMM WIRELESS, INC., AND BERNARD XAVIER, DANIEL MEACHAM AND IBRAHIM YAYLA Dated as of February 2, 2001
Merger Agreement • September 24th, 2001 • National Semiconductor Corp • Semiconductors & related devices • California

This Agreement and Plan of Merger (this "Agreement") is entered into as of February 2, 2001 by and among (i) National Semiconductor Corporation, a Delaware corporation ("National"), (ii) Nesshin Acquisition Sub, Inc., a California corporation and a wholly-owned subsidiary of National ("Merger Sub"), (iii) innoCOMM Wireless, Inc., a California corporation ("innoCOMM"), and (iv) Bernard Xavier, Daniel Meacham and Ibrahim Yayla, each an individual and a shareholder of innoCOMM (together, "Founders").

May 21, 2001
Merger Agreement • September 24th, 2001 • National Semiconductor Corp • Semiconductors & related devices

This letter agreement supplements certain provisions of the Agreement and Plan of Merger (the "Merger Agreement") entered into by and among National Semiconductor Corporation ("NSC"), Nesshin Acquisition Sub, Inc., innoCOMM Wireless, Inc., and Bernard Xavier, Daniel Mecham and Ibrahim Yayla (each, a "Founder") dated February 2, 2001 solely as such provisions relate to NSC and each Founder as an employee of NSC. Capitalized terms used in this letter have the meanings assigned to them in the Merger Agreement.

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