0001193125-03-016721 Sample Contracts

LEASE AGREEMENT BY AND BETWEEN DESTA TWO PARTNERSHIP, LTD. AS LANDLORD, AND SigmaTel, Inc. AS TENANT
Lease 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.

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EMPLOYMENT AGREEMENT
Employment Agreement • July 3rd, 2003 • Sigmatel Inc • Texas

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 19, 2001, is entered into by and between SigmaTel, Inc., a Texas corporation (the “Company” or the “Employer”), and Alan D. Green (the “Employee”) (either party individually, a “Party”; collectively, the “Parties”).

SIGMATEL, INC. FIRST AMENDMENT TO SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Rights 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 AGREEMENT
Lease 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.

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.

OFFICE BUILDING LEASE AGREEMENT SIGMATEL, INC. AND BC PLAZA II/III LTD. AT BARTON CREEK PLAZA
Lease 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”).

SUBLEASE
Sigmatel 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”).

SIGMATEL, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ 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”

EXECUTIVE EMPLOYMENT AGREEMENT
Executive 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”).

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