ASSET PURCHASE AGREEMENT

Exhibit 10.1

ASSET PURCHASE AGREEMENT

dated as of

FEBRUARY 18, 2009

by and among

ZILOG, INC.,

ZILOG INDIA ELECTRONICS PVT LTD,

MAXIM INTEGRATED PRODUCTS, INC.,

UEI CAYMAN INC.,

UNIVERSAL ELECTRONICS INC.

and

UEI ELECTRONICS PRIVATE LIMITED

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS

ARTICLE II

CLOSING AND PURCHASE PRICE

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PURCHASERS

ARTICLE V

COVENANTS OF SELLER AND PURCHASERS

ARTICLE VI

EMPLOYEE COVENANTS

ARTICLE VII

COVENANTS OF PURCHASERs AND SELLER

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ARTICLE VIII

INDEMNIFICATION

ARTICLE IX

MISCELLANEOUS

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Exhibit A	Escrow Agreement
Exhibit B	Purchaser 1 License Agreement
Exhibit C	Purchaser 2 License Agreement
Exhibit D	Transition Services Agreement
Exhibit E	Mutual Release
Exhibit F	Key Employee Offer Letters
Exhibit G	Skadden Opinion

 

Schedules

Schedule 1.1(a)	Seller Officers
Schedule 1.1(b)	Seller Products
Schedule 1.1(c)	Specified Parties
Schedule 2.1(a)(ii)	P1 Assigned Contracts
Schedule 2.1(a)(iii)	P1 Sale Business Intellectual Property and Sale Business Technology
Schedule 2.1(a)(iv)	Transferred Licenses
Schedule 2.1(a)(x)	Additional P1 Transferred Assets
Schedule 2.1(b)	P2 Sale Business Intellectual Property and Sale Business Technology
Schedule 2.1(b)(ii)	P2 Assigned Contracts
Schedule 2.1(b)(vii	Indian Subsidiary Assets
Schedule 2.1(b)(viii)	Additional P2 Transferred Assets
Schedule 2.2(l)	Seller Excluded Assets
Schedule 2.6(c)	Preliminary Report
Schedule 2.7(g)	Key Employees
Schedule 2.7(k)	Third Party Consents
Schedule 5.1(b)	Restricted Employees
Schedule 6.1(a)(i)	P1 Employee Offers
Schedule 6.1(a)(ii)	P2 Employee Offers

Seller Disclosure Schedules

Schedule 3.3	Governmental Filings and Notices
Schedule 3.4	Non-Contravention
Schedule 3.7	Absence of Certain Changes
Schedule 3.8	Undisclosed Liabilities
Schedule 3.9	Litigation
Schedule 3.10(a)	Compliance with Applicable Law
Schedule 3.10(b)	Governmental Authorizations (Permits)
Schedule 3.11	Material Contracts
Schedule 3.13(a)	Employee Benefit Plans
Schedule 3.13(d)	Payments and Taxes Under Employee Benefit Plans
Schedule 3.14	Labor and Employment Matters
Schedule 3.15(a)	Registered IP and Unregistered Marks
Schedule 3.15(b)	Sufficiency of Intellectual Property

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Schedule 3.15(d)	Claims of Infringement
Schedule 3.15(h)	Software
Schedule 3.15(i)	Source Code
Schedule 3.15(j)	Open Source
Schedule 3.15(l)	Registered IP Payments
Schedule 3.15(m)	Intellectual Property Indemnification
Schedule 3.15(o)	Encumbrance on Intellectual Property
Schedule 3.15(p)	Agreement's Right/Protection Grants, Restrictions re Sale Business
Schedule 3.16	Related Party Transactions
Schedule 3.19(a)	Personal Property Leases
Schedule 3.19(c)	Sufficiency Rep Exclusions
Schedule 3.21	Product Warranty
Schedule 3.22(a)	Customers and Suppliers
Schedule 3.22(b)	Customer and Supplier Changes
Schedule 3.24	Import and Export Controls
Schedule 3.25	Insurance Policies
Schedule 3.26	Real Property Interests

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ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this " Agreement "), dated as of February 18, 2009, by and among Maxim Integrated Products, Inc., a Delaware corporation (" Purchaser 1 "), Universal Electronics Inc., a Delaware corporation (" Purchaser 2 Parent "), UEI Cayman Inc., a company organized under the Laws of the Cayman Islands (" Cayman Islands Entity "), UEI Electronics Private Limited, a company organized under the Laws of the India (" India Entity " and together with the Cayman Islands Entity, " Purchaser 2 " and together with Purchaser 1 and Cayman Islands Entity, " Purchasers " and each of Purchaser 1, the Cayman Islands Entity and the India Entity, a " Purchaser "), ZiLOG, Inc., a Delaware corporation (" Seller ") and ZiLOG India Electronics Pvt Ltd a company organized under the laws of India (the " Indian Subsidiary ").

WHEREAS, Seller and its Subsidiaries are engaged in the Sale Business;

WHEREAS, Seller and its Subsidiaries desire to sell, transfer and assign to Purchasers or their designated Affiliate or Affiliates, and Purchasers desire, together, (or to cause their designated Affiliate or Affiliates) to acquire from Seller and its Subsidiaries, all of the Transferred Assets and assume from Seller and its Subsidiaries the Assumed Liabilities (in each case as applicable), all as more specifically provided herein; and

WHEREAS, certain terms used in this Agreement are defined in Section 1.1 .

NOW THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements hereinafter set forth, the parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1    Definitions .

1. As used herein, the following terms have the following meanings:

" Affiliate " means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person (including without limitation, with respect to Seller, the Indian Subsidiary). As used in this definition, the term "control" (including the terms "controlling," "controlled by" and "under common control with") means possession, directly or indirectly, of the power to direct or cause the direction of

the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

" Atlas Product Line " means Seller's Zatara® products with all of the security features disabled.

" Applicable Law " means, with respect to any Person, any international, national, foreign, federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, statute, code, Order, rule or regulation enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon such Person.

" ARM License " means Foundry Design License Agreement, dated as of December 18, 2003, by and between ARM Limited and Seller, including all annexes thereto.

" Assigned Contracts " means the P1 Assigned Contracts and the P2 Assigned Contracts.

" Assumed Liabilities " means the P1 Assumed Liabilities and P2 Assumed Liabilities.

" Assumed Returns " means the return of unsold product from a distributor on or after the six (6) month anniversary of the Closing Date of inventory shipped or delivered on or before the Closing Date, provided that such return is not related to any warranty claim.

" Balance Sheet Date " means September 27, 2008.

" Bill of Sale " means the bill of sale in a form reasonably satisfactory to Seller and the applicable Purchaser pursuant to which title to the applicable Transferred Assets will be conveyed by Seller and its Subsidiaries to such Purchaser.

" Business Day " means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Applicable Law to close.

" Business Employees " means all employees or officers of Seller and its Affiliates who are employed in and/or primarily provide services to the Sale Business, including without limitation all Indian Subsidiary Employees.

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" Code " means the Internal Revenue Code of 1986, as amended.

" Contract " means any contract, agreement, note, bond, indenture, mortgage, loan guarantee, option, lease, license, sales or purchase order, warranty, commitment or other instrument, obligation or binding arrangement or understanding of any kind, whether written or oral.

" Delaware Law " means the General Corporation Law of the State of Delaware.

" Documents " means all files, documents, instruments, papers, books, reports, records, tapes, microfilms, photographs, letters, budgets, forecasts, ledgers, journals, title policies, lists of past, present and/or prospective customers, supplier lists, regulatory filings, operating data and plans, technical documentation (design specifications, functional requirements, operating instructions, logic manuals, flow charts, etc), user documentation (installation guides, user manuals, training materials, release notes, working papers, etc.), marketing documentation (sales brochures, flyers, pamphlets, web pages, etc.), and other similar materials related to the Sale Business and the Transferred Assets, in each case whether or not in electronic form.

" ERISA " means the Employee Retirement Income Security Act of 1974, as amended.

" ERISA Affiliate " of any entity means any other entity that, together with such entity, would be treated as a single employer under Section 414 of the Code.

" Excluded Leases " means all leasehold interests and obligations for real property.

" Excluded Returns and Warranties " means (i) the return of unsold product from a distributor prior to the six (6) month anniversary of the Closing Date of inventory shipped or delivered on or before the Closing Date or (ii) any warranty or similar claims related to any Seller Products shipped or delivered on or before the Closing Date, which in each case is a return or warranty claim that is approved or required to be approved by Seller pursuant to Section 5.3 hereof.

" GAAP " means generally accepted accounting principles in the United States.

" Governmental Authority " means (i) any government or any state, department, local authority or other political subdivision thereof or (ii) any governmental body, agency, authority (including any central bank, Taxing Authority or transgovernmental or supranational entity or authority), ministry or instrumentality (including any court or tribunal) exercising

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executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

" Governmental Authorizations " means, with respect to any Person, all material licenses, permits (including construction permits), certificates, waivers, consents, franchises, exemptions, variances, expirations and terminations of any waiting period requirements and other authorizations and approvals issued to such Person by or obtained by such Person from any Governmental Authority, or of which such Person has the benefit under any Applicable Law.

" Gratuity Act " means the Payment of Gratuity Act, 1972, of India, including any schemes and rules framed thereunder.

" Indebtedness " of any Person means, without duplication, (i) the principal, accreted value, accrued and unpaid interest, prepayment and redemption premiums or penalties (if any), unpaid fees or expenses and other monetary obligations in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; (ii) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement; (iii) all obligations of such Person under leases required to be capitalized in accordance with GAAP; (iv) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker's acceptance or similar credit transaction; (v) all obligations of such Person under interest rate or currency swap transactions (valued at the termination value thereof); (vi) the liquidation value, accrued and unpaid dividends and prepayment or redemption premiums and penalties (if any), unpaid fees or expense and other monetary obligations in respect of any and all redeemable preferred stock of such Person; (vii) all obligations of the type referred to in clauses (i) through (vi) of any Persons for the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including guarantees of such obligations; and (viii) all obligations of the type referred to in clauses (i) through (vii) of other Persons secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person).

" Indian Subsidiary Employees " means all employees or officers of the Indian Subsidiary.

" Indian Subsidiary Financial Statements " means (i) the unaudited balance sheet and statement of income of Indian Subsidiary and the footnotes thereto for the six months ended September 27, 2008, and (ii) the audited statutory balance sheet and statement of income of Indian Subsidiary and the footnotes thereto for the fiscal year ended March 31, 2008.

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" Intellectual Property Licenses " means (i) any grant by Seller or any of its IP Affiliates to another Person of any right, permission, consent or non-assertion relating to or under any Intellectual Property Rights or Technology used in or held for use in the conduct of the Sale Business as currently conducted (" Outbound Intellectual Property Licenses "), and (ii) any grant by another Person to Seller or any of its IP Affiliates of any right, permission, consent or non-assertion relating to or under any Intellectual Property Rights or Technology used in or held for use in the conduct of the Sale Business as currently conducted (" Inbound Intellectual Property Licenses ").

" Intellectual Property Rights " means all intellectual property rights and related priority rights, whether protected, created or arising under the laws of the United States or any other jurisdiction or under any international convention, including all (i) patents and patent applications, including all continuations, divisionals, continuations-in-part, and provisionals and patents issuing on any of the foregoing, and all reissues, reexaminations, substitutions, renewals and extensions of any of the foregoing (collectively, " Patents "), (ii) trademarks, service marks, trade names, trade dress, logos, corporate names and other source or business identifiers, together with the goodwill associated with any of the foregoing, and all applications, registrations, renewals and extensions of any of the foregoing (collectively, " Marks "), (iii) Internet domain names, (iv) copyrights, works of authorship, including rights in databases, data collections and moral rights, and all registrations, applications, renewals, extensions and reversions of any of the foregoing (collectively, " Copyrights "), (v) mask works and mask sets, and all applications and registrations of any of the foregoing (collectively, " Mask Works ") and (vi) confidential and proprietary information, trade secrets and non-public discoveries, concepts, ideas, research and development, technology, know-how, formulae, inventions, compositions, processes, techniques, technical data and information, procedures, semiconductor device structures (including gate structures, transistor structures, memory cells or circuitry, vias and interconnects, isolation structures and protection devices), circuit block libraries, designs (including circuit designs and layouts), drawings, specifications, databases, data collections and other information, including customer lists, supplier lists, pricing and cost information, and business and marketing plans and proposals, in each case excluding any rights in respect of any of the foregoing that comprise or are protected by Patents (collectively, " Trade Secrets ").

" Inventory " means all inventory used, held for use or intended to be used, in each case, by Seller or any of its Subsidiaries in the Sale Business.

" IP Affiliate " means all Affiliates of Seller, excluding (i) Seller's directors, (ii) Riley Investment Management, LLC and any of its portfolio companies and (iii) UBS AG and any of its portfolio companies.

" IT Systems " means all communications systems, computer systems, servers, network equipment and other hardware used by Seller or any of its Subsidiaries.

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" Knowledge " means, as applied to any Person, the knowledge of the officers of such Person, after due inquiry of the direct reports of such officers who are senior manager(s) in charge of the area covered by the relevant subject matter to which the statement applies. For the purposes of this definition as applied to Seller, the "officers" of Seller shall be those individuals listed on Schedule 1.1(a) hereto.

" Liability " means any Indebtedness, Tax, loss, damage, fines, penalties, liability or obligation (whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, matured or unmatured, determined or determinable, disputed or undisputed, liquidated or unliquidated, or due or to become due, and whether in contract, tort, strict liability or otherwise), and including all costs and expenses relating thereto (including all fees, disbursements and expenses of legal counsel, experts, engineers and consultants and costs of investigation).

" Lien " means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, encumbrance, claim, infringement, interference, right of first refusal, preemptive right, community property right or other adverse claim of any kind in respect of such property or asset (but excluding licenses with respect to Intellectual Property Rights that do not secure any obligation). For purposes of this Agreement, a Person shall be deemed to own subject to a Lien, any property or asset that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such property or asset.

" Non-U.S. Employee Benefit Plan " means any employee benefit plan, program or arrangement (whether written or oral, funded or unfunded) that is maintained outside of the United States by Seller or any Subsidiary on behalf of any non-U.S. employees.

" Order " means, with respect to any Person, any order, injunction, judgment, decree, writ, doctrine, assessment, or arbitration award or ruling enacted, adopted, promulgated or applied by a Governmental Authority or arbitrator that is binding upon or applicable to such Person or its property.

" Ordinary Course of Business " means the ordinary and usual course of normal day-to-day operations of the Sale Business, as conducted by Seller and its Subsidiaries, through the date hereof consistent with past practice during the last two (2) years.

" P1 Assigned Contracts " means those Contracts listed on Schedule 2.1(a)(ii) .

" P2 Assigned Contracts " means those Contracts listed on Schedule 2.1(b)(ii) .

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" Permitted Liens " means such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced: (a) Liens for Taxes, assessments, and governmental charges or levies not yet due and payable and (b) materialmen's, mechanics', carriers', workmen's and repairmen's liens and other similar Liens arising in the Ordinary Course of Business securing obligations that are (i) not overdue for a period of more than thirty (30) days, (ii) not in excess of $10,000 in the case of a single property or $50,000 in the aggregate at any time and (iii) not the result of a breach, default or violation of Seller or its Subsidiaries of any Contract or Applicable Law.

" Person " means any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including any Governmental Authority.

" Point of Sale Functionality " means containing (a) one (1) or more hardware cryptographic engines (such as DES, AES, SHA-1, SHA-2, RSA, ECC, DSA, or ECDSA) and (b) hardware specifically designed to be capable of detecting and responding to tamper events (examples of which include, without limitation, temperature fluctuations, voltage manipulation or external triggers such as switches) without execution by the main processor.

" Proceeding " means any suit, claim, action, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, audit, examination or investigation commenced, brought, conducted or heard by or before, any court or other Governmental Authority or any arbitrator or arbitration panel.

" Provident Funds Act " means Employees Provident Funds and Miscellaneous Provisions Act, 1952, of India, including any schemes and rules framed thereunder.

" Purchaser 1 License Agreement " means the License Agreement to be entered into by Seller and Purchaser 1 in the form of Exhibit B hereto.

" Purchaser 2 License Agreement " means the License Agreement to be entered into by Seller and Purchaser 2 in the form of Exhibit C hereto.

" Qualifying Assets " means any group of assets with a value in excess of $10 million, any business unit or division or any assets, other than in the ordinary course of business of the Seller and its Subsidiaries consistent with past practice, sold to an entity listed in Schedule 1.1(c) .

" Registered IP " means all issued Patents, pending Patent applications, registered Marks, pending applications for registration of Marks, registered Copyrights, pending applications for registration of Copyrights, registered Mask Works, pending applications for

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registration of Mask Works and Internet domain names owned, filed or applied for by Seller or any of its IP Affiliates and included in the Sale Business Intellectual Property.

" Remote Control Functionality " means functionality enabling wireless control of an electronic appliance using a database of code-sets residing on an integrated circuit.

" Representatives " means, with respect to any Person, the directors, officers, employees, financial advisors, attorneys, accountants, consultants, agents and other authorized representatives of such Person, acting in such capacity.

" Restricted Business " means, (i) with respect to Seller and its Subsidiaries owning, managing, operating, controlling or participating in the ownership, management, operation or control of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in, or otherwise competes with, the Sale Business or (ii) with respect to any purchaser or assignee of the assets of the Atlas Product Line using (including by way of a license or joint venture), modifying or altering the Atlas Product Line to engage in, or otherwise compete with, the Sale Business.

" Sale Business " means the product lines and businesses of Seller and its Subsidiaries containing Remote Control Functionality or Point-Of-Sale Functionality (including without limitation the business and operations of the Indian Subsidiary), but excluding (i) devices that may be adapted for use with multiple applications and embedded in any products, and (ii) Seller's proprietary Crimzon Connects home control products and technology; provided , however , that none of the foregoing products, devices or technology in (i) or (ii) above are Seller Products, part of the Atlas Product Line or shall have been designed or enabled for use primarily in remote control or point-of-sale applications.

" Sale Business Intellectual Property " means the Intellectual Property Rights owned by Seller or any of its IP Affiliates that are primarily used in or held for use in the conduct of the Sale Business set forth or described on Schedule 2.1(a)(iii) and Schedule 2.1(b) .

" Sale Business Technology " means the Technology owned by Seller or any of its IP Affiliates that is primarily used or held for use in the Sale Business set forth or described on Schedule 2.1(a)(iii) and Schedule 2.1(b) .

" Sarbanes-Oxley Act " means the Sarbanes-Oxley Act of 2002, as amended.

" SEC " means the Securities and Exchange Commission.

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" Seller Balance Sheet " means the pro forma unaudited consolidated balance sheet of Sale Business as of December 27, 2008.

" Seller Board " means the Board of Directors of Seller.

" Seller Bylaws " means the bylaws of Seller.

" Seller Certificate of Incorporation " means the certificate of incorporation of Seller.

" Seller Common Stock " means the common stock, par value $0.01 per share, of Seller.

" Seller Disclosure Schedule " means the disclosure schedule dated as of the date hereof regarding this Agreement that has been provided by Seller to each Purchaser.

" Seller Financial Statements " means (i) the unaudited consolidated balance sheet and statement of income of Seller and its Subsidiaries and the footnotes thereto set forth in Seller's quarterly report on Form 10-Q for the fiscal quarter ended September 27, 2008, and (ii) the audited consolidated balance sheet and statement of income of Seller and its Subsidiaries and the footnotes thereto set forth in Seller's annual report on Form 10-K for the fiscal year ended March 31, 2008.

" Seller Income Statement " means the pro forma consolidated statement of income for the Sale Business for the nine (9) month period ended December 27, 2008.

" Seller Licensed Intellectual Property " means (i) the Intellectual Property Rights and Technology to be licensed by Seller to Purchaser 1 pursuant to the Purchaser 1 License Agreement and (ii) the Intellectual Property Rights and Technology to be licensed by Seller to Purchaser 2 pursuant to the Purchaser 2 License Agreement.

" Seller Material Adverse Effect " means a material adverse effect on (i) the business, assets, properties, condition (financial or otherwise), results of operations or prospects of the Sale Business, taken as a whole or (ii) the ability of Seller or its Subsidiaries to consummate the transactions contemplated by this Agreement or perform their obligations under this Agreement or the Seller Documents; provided that in each case, excluding any such effect that is a direct result of (A) any adverse effect (including any loss of or adverse change in the relationship of Seller and its Subsidiaries with their respective employees, customers, distributors, licensors, partners, suppliers or similar relationship) directly related to or caused by the announcement, pendency or consummation of the transactions contemplated hereby, (B) general

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economic, market or political conditions (including acts of terrorism or war) that do not disproportionately affect the Sale Business, taken as a whole, (C) general conditions in the industry in which the Sale Business operates that do not disproportionately affect the Sale Business, taken as a whole, (D) any changes (after the date hereof) in GAAP or Applicable Law, (E) any failure of Seller or any of its Subsidiaries to take any action as a result of restrictions or other prohibitions pursuant to this Agreement, (F) any failure of Seller to meet internal or analysts' expectations or projections; provided , however , that the exception in this clause (F) shall not apply to the facts and circumstances underlying any such failure, (G) any change in the market price or trading volume of Seller Common Stock; provided , however , that the exception in this clause (G) shall not apply to the facts and circumstances underlying any such change or (H) the taking of any action, or failure to take action, to which each Purchaser has consented or approved in writing.

" Seller Products " means all products sold, offered for sale, licensed, under development, distributed or otherwise provided by or for Seller or any of its Subsidiaries to any Third Party in the conduct of the Sale Business as currently conducted, including but not limited to such products listed on Schedule 1.1(b) .

" Seller Shares " shall mean the outstanding shares of Seller Common Stock.

" Software " means all (i) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code, (ii) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (iii) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons and (iv) documentation, including user manuals and other training documentation, related to any of the foregoing.

" Standard Outbound Intellectual Property Licenses " means non-exclusive Outbound Intellectual Property Licenses substantially in the form of the standard outbound forms or terms and conditions used by Seller or any of its IP Affiliates in the Ordinary Course of Business in connection with the distribution, sale or licensing of Seller Products or Seller Software, true and complete copies of which have been provided to each Purchaser prior to the date hereof.

" STPI " means Software Technology Park of India.

" Subsidiary " means, with respect to any Person, any entity of which (i) a majority of the outstanding share capital, voting securities or other equity interests are owned, directly or indirectly by such Person (including without limitation, with respect to Seller, the Indian Subsidiary) or (ii) such Person is entitled, directly or indirectly, to appoint a majority of the board of directors or managers or comparable supervisory body of such entity.

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" Technology " means all Software, information, designs (including circuit designs and layouts), semiconductor device structures (including gate structures, transistor structures, memory cells or circuitry, vias and interconnects, isolation structures and protection devices), circuit block libraries, formulae, algorithms, procedures, methods, techniques, ideas, know-how, research and development, technical data, programs, subroutines, tools, materials, specifications, processes, inventions (whether patentable or unpatentable and whether or not reduced to practice), apparatus, creations, improvements and other similar materials, and all recordings, graphs, drawings, reports, analyses and other writings, and other tangible embodiments of any of the foregoing, in any form whether or not specifically listed herein.

" Third Party " means any Person or "group" as defined in Section 13(d) of the 1934 Act, other than Purchasers or any of their Affiliates or Representatives.

" Third Party Intellectual Property and Technology " means the Intellectual Property Rights and Technology not owned by Seller or any of its Subsidiaries that are primarily used or held for use by Seller or any of its Subsidiaries in the conduct of the Sale Business.

" Transferred Assets " means the P1 Transferred Assets and P2 Transferred Assets.

" U.S. Employee Benefit Plan " means each material "employee benefit plan" (as defined in Section 3(3) of ERISA) as of the date hereof, each material employment, severance or similar contract, plan, practice or policy providing for compensation, bonuses, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, loans, employee assistance program, disability or sick leave benefits, workers' compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, sponsored, administered or contributed to (on a contingent basis or otherwise) by Seller or any ERISA Affiliate of Seller and covers any U.S. employees or former U.S. employees of Seller or any of its Subsidiaries, and with respect to which Seller or any of its Subsidiaries has any liability.

" 1933 Act " means the Securities Act of 1933, as amended.

" 1934 Act " means the Securities Exchange Act of 1934, as amended.

2. Each of the following terms is defined in the Section set forth opposite such term:

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Section 1.2    Other Definitional and Interpretative Provisions . The words "hereof," "herein" and "hereunder" and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation," whether or not they are in fact followed by those words or words of like import. "Writing," "written" and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. Except as otherwise indicated herein, references to any statute are to that statute, as amended from time to time, and to the rules and regulations promulgated thereunder. References to "$" and "dollars" are to the currency of the United States. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

ARTICLE II

CLOSING AND PURCHASE PRICE

Section 2.1    Sale and Transfer of the Assets . On the terms and subject to the conditions set forth in this Agreement, at the Closing:

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1. Purchaser 1 shall (or shall cause its designated Affiliate or Affiliates to) purchase, acquire and accept from Seller and its Subsidiaries, and Seller shall (and shall cause its Subsidiaries to) sell, transfer, assign, convey and deliver to Purchaser 1(or its designated Affiliate or Affiliates) all of Seller's and its Subsidiaries' right, title and interest in and to all assets, properties, contractual rights, goodwill, going concern value rights and claims necessary for the operation of the Sale Business together with the services to be provided under the Transition Services Agreement (other than (A) the Excluded Assets and (B) those assets transferred to Purchaser 2 pursuant to Sections 2.1(b) and (c) ), free and clear of all Liens, except for Permitted Liens, (collectively the " P1 Transferred Assets ") including without limitation:
2. 1. all Inventory;
   2. all rights of Seller and its Subsidiaries under the P1 Assigned Contracts, including all claims or causes of action of Seller or its Subsidiaries with respect to the P1 Assigned Contracts;
   3. the Sale Business Intellectual Property and the Sale Business Technology listed on Schedule 2.1(a)(iii) ;
   4. all transferable licenses, permits, orders, approvals and other authorizations by, and any applications for any of the foregoing filed with, any Governmental Authority necessary for the conduct of the Sale Business, including those set forth on Schedule 2.1(a)(iv) ;
   5. except as provided in Section 2.2(h) , all books and records (other than Tax records, copies of which shall be provided to Purchaser 1 as reasonably requested), relating to the Sale Business or any P1 Transferred Asset, including all Documents and, to the extent permitted by Applicable Law, employment records relating to the applicable Transferred Employees and files and other information and/or data necessary for the conduct of the Sale Business;
   6. all prepaid expenses, credits, deferred charges, prepaid items, advances and deposits (including customer deposits), or portions thereof, arising out of or related to any P1 Transferred Asset or the Sale Business;
   7. all causes of action, claims and rights against third parties that relate to any P1 Transferred Asset or the Sale Business, including the right to sue and recover for past infringements of any rights under the Sale Business Intellectual Property and all warranties and guaranties received from vendors, suppliers or manufacturers with respect to any P1 Transferred Asset or the Sale Business;

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2. 8. all rights of Seller and its Subsidiaries under non-disclosure or confidentiality, non-compete, or non-solicitation agreements with current or former Business Employees to the extent they relate to the Sale Business;
   9. all goodwill and other intangible assets appurtenant to the P1 Transferred Assets or the Sale Business (excluding the goodwill associated with any Marks owned by Seller or any of its Subsidiaries and not included in the Sale Business Intellectual Property, but including the goodwill associated with the Sale Business Intellectual Property and Sale Business Technology on Schedule 2.1(a)(iii) ) and the right to represent to third parties that Purchaser 1 is the successor to the Sale Business (except in respect of the business and operation of the P2 Transferred Assets); and
   10. the assets listed on Schedule 2.1(a)(x) .
3. The India Entity shall (or shall cause its designated Affiliate or Affiliates to) purchase, acquire and accept from Seller and its Subsidiaries, and Seller shall (and shall cause its Subsidiaries to) sell, transfer, assign, convey and deliver to the India Entity (or its designated Affiliate or Affiliates) all of Seller's and its Subsidiaries' right, title and interest in and to the ZBASE database and all Sale Business Intellectual Property and Sale Business Technology (other than the Excluded Assets) set forth on Schedule 2.1(b) , free and clear of all Liens except for Permitted Liens (" P2 Transferred Assets ") including without limitation:

viii.                         all transferable licenses, permits, orders, approvals and other authorizations by, and any applications for any of the foregoing filed with, any Governmental Authority used, held for use or intended to be used primarily with the P2 Transferred Assets; `

ix.                         all rights of Seller and its Subsidiaries under the P2 Assigned Contracts, including all claims or causes of action of Seller or its Subsidiaries with respect to the P2 Assigned Contracts;

x.                         except as provided in Section 2.2(h) , all books and records (other than Tax records, copies of which shall be provided to Purchaser 2 as reasonably requested), primarily relating to the P2 Transferred Assets, including all Documents and, to the extent permitted by Applicable Law, employment records relating to the applicable Transferred Employees and files and other information and/or data used by Seller or its Subsidiaries primarily in, or that primarily relates to the P2 Transferred Assets;

xi.                         all causes of action, claims and rights against third parties that primarily relate to the P2 Transferred Assets, including the right to sue and recover for past infringements of any rights under the Sale Business Intellectual Property and Sale Business Technology included in the P2 Transferred Assets and all warranties and

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guaranties received from vendors, suppliers or manufacturers with respect primarily to the P2 Transferred Assets; provided , however , that to the extent any such action, claim or right is also applicable to the P1 Transferred Assets, Purchaser 1 shall retain such applicable portion of such action, claim or right;

3. 5. all rights of Seller and its Subsidiaries under non-disclosure or confidentiality, non-compete, or non-solicitation agreements with current or former Business Employees to the extent they relate primarily to the P2 Transferred Assets; provided , however , that to the extent any such agreement is also applicable to both the P1 Transferred Assets and the P2 Transferred Assets, Purchaser 1 and Purchaser 2 shall each retain the applicable rights;
   6. all goodwill and other intangible assets appurtenant exclusively to the P2 Transferred Assets and the operations and conduct of the business related thereto (including the goodwill associated with the Sale Business Intellectual Property and Sale Business Technology included in the P2 Transferred Assets) and the right to represent to third parties that Purchaser 2 is the successor to the P2 Transferred Assets;
   7. all assets owned by the Indian Subsidiary, whether tangible or intangible, real or personal, including without limitation the assets listed on Schedule 2.1(b)(vii) ; and
   8. the assets listed on Schedule 2.1(b)(viii) ;

provided , however , that the Cayman Islands Entity shall purchase, acquire and accept from Seller and its Subsidiaries the ZBASE Database, any and all Sale Business Intellectual Property or Sale Business Technology included in the P2 Transferred Assets and those assets set forth in Section 2.1(b)(vi) above.

4. In furtherance of Sections 2.1(a) and (b) , Seller shall take all actions necessary to transfer and assign all of Seller's and its Subsidiaries' right, title and interest in and to any of the Transferred Assets to the applicable Purchaser at the Closing, including the execution of instruments pursuant to Section 2.7(b) .

Section 2.2    Assets Not Transferred.

Notwithstanding anything herein to the contrary, the following assets are not included in the Transferred Assets and shall be retained by Seller and its Subsidiaries (the " Excluded Assets "):

1. except as otherwise provided in Section 2.1(a)(vi) , all of Seller's and its Subsidiaries' (including the Indian Subsidiary) cash and cash equivalent items, including checking accounts, bank accounts, lock box numbers, certificates of deposit, time deposits, securities and the proceeds of accounts receivable, including uncashed checks in payment thereof,

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received or accrued by Seller prior to the Closing Date, and all equity securities of any Person owned by Seller or any of its Affiliates;

2. all rights of Seller under the Mutual Release;
3. all rights of Seller under the Excluded Leases;
4. proprietary or confidential business information, records and policies that in each case relate generally to Seller and are not used, held for use, intended to be used in or otherwise necessary to conduct the Sale Business, including organization manuals, Tax records and related information;
5. all other assets used exclusively in connection with Seller's corporate, and not operational, functions (including the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books and stock transfer records and other documents relating to the organization, maintenance and existence of Seller as a corporation);
6. all assets, trusts or other funding mechanisms in respect of any U.S. Employee Benefit Plans and Non-U.S. Employee Benefits Plans;
7. all rights under the U.S. Employee Benefit Plans and Non-U.S. Employee Benefits Plans;
8. all of Seller's books and records, including without limitation, Tax Returns or records, and other documents primarily related to the negotiation of the sale of the Sale Business with other parties;
9. all insurance policies and proceeds;
10. all accounts receivable, or portions thereof, attributable to Seller Products shipped to distributors or customers prior to the Closing;
11. the ARM License;
12. the assets listed on Schedule 2.2(l) ; and
13. all Intellectual Property Rights and Technology owned by, or used or held for use by, Seller or any of its Subsidiaries other than the Sale Business Intellectual Property and Sale Business Technology, including without limitation the Intellectual Property Rights and Technology to be licensed to Purchaser 1 or Purchaser 2 under the Purchaser 1 License Agreement and Purchaser 2 License Agreement and Intellectual Property Licenses (other than the P1 Assigned Contracts and P2 Assigned Contracts).

Section 2.3    Assumed and Excluded Liabilities.

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1. On the terms and subject to the conditions set forth in this Agreement, at the Closing, and subject to consummation of the Closing, Purchaser 1 shall (or shall cause its designated Affiliate or Affiliates to) assume, effective as of the Closing, the following liabilities of Seller and its Subsidiaries (collectively, the " P1 Assumed Liabilities "):
2. 1. all Liabilities arising out of, under or in connection with any Assumed Returns in connection with the P1 Transferred Assets; and
   2. accounts payable (other than intercompany accounts payable) associated with Inventory on order by or in transit to Seller or its Subsidiaries as of the Closing (in amounts and on terms in the Ordinary Course of Business) which is received after the Closing; provided , however , that such accounts payable shall exclude any accounts payable associated with any Inventory included in the Inventory Amount in accordance with Section 2.6 .
3. On the terms and subject to the conditions set forth in this Agreement, at the Closing, and subject to consummation of the Closing, Purchaser 2 shall (or shall cause its designated Affiliate or Affiliates to) assume, effective as of the Closing, all Liabilities of Seller and the Subsidiaries arising out of, under or in connection with Assumed Returns in connection with the P2 Transferred Assets ( the " P2 Assumed Liabilities ").
4. Notwithstanding anything herein to the contrary, and regardless of any disclosure to any Purchaser, no Purchaser will assume or be liable for any Excluded Liabilities. Seller shall, and shall cause its Subsidiaries to, timely perform, satisfy and discharge in accordance with their respective terms all Excluded Liabilities. " Excluded Liabilities " shall mean all Liabilities of Seller and its Subsidiaries arising out of, relating to or otherwise in respect of the Sale Business or the Transferred Assets on or before the Closing and all other Liabilities of Seller and its Subsidiaries, other than the Assumed Liabilities, including the following Liabilities:
5. 1. all Liabilities in respect of any products sold and/or services performed by Seller or its Subsidiaries and the operation of the Sale Business on or before the Closing Date;
   2. all Liabilities arising out of, under or in connection with Excluded Returns and Warranties;
   3. all Liabilities arising out of, under or in connection with Contracts that are not Assigned Contracts and, with respect to Assigned Contracts, Liabilities in respect of a breach by or default of Seller or its Subsidiary accruing under such Assigned Contracts with respect to any period on or before the Closing;

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4. 4. all Liabilities arising out of, under or in connection with any Indebtedness of Seller or any of its Subsidiaries;
   5. all Liabilities in respect of (A) any pending or threatened Proceeding against Seller or its Subsidiaries, or (B) any claim arising out of, relating to or otherwise in respect of (1) the operation of the Sale Business to the extent such Proceeding or claim relates to such operation on or prior to the Closing or (2) any Excluded Asset;
   6. all Liabilities arising out of, under or in connection with the Excluded Leases and Excluded Assets;
   7. all Liabilities arising out of, relating to or with respect to (A) the employment or performance of services, or termination of employment or services by Seller or any of its Subsidiaries or Affiliates of any individual on or before the Closing, (B) workers' compensation claims against Seller or any of its Subsidiaries that relate to the period on or before the Closing, irrespective of whether such claims are made prior to or after the Closing or (C) any U.S. Employee Benefit Plan;
   8. except as expressly provided in Section 2.10 , (A) all Liabilities of Seller, its Subsidiaries or its Affiliates for Taxes or (B) any Liability for Taxes attributable to the ownership, conduct, operation or disposition of the Sale Business or Transferred Assets for any period (including a portion thereof) ending on or prior to the Closing;
   9. all Liabilities relating to the conduct or operation of the Sale Business prior to the effective time of the Closing on the Closing Date other than as set forth in Sections 2.3(a)(i) , 2.3(a)(ii) and 2.3(b) ; and
   10. all Liabilities relating to the conduct or operation of any business of Seller, its Subsidiaries or its Affiliates, other than the Sale Business.

Section 2.4    Closing . The closing (the " Closing ") of the purchase and sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be held at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 525 University Ave., Palo Alto, California on the date hereof (the " Closing Date "). The Closing shall be deemed to occur as of the close of business on the Closing Date.

Section 2.5    Consideration .

1. The aggregate consideration for the Transferred Assets shall be (i) an amount in cash equal to $31,234,873.29, subject to adjustment as provided in Sections 2.6, 2.9

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and 2.12 (the " Cash Consideration "), and (ii) the assumption of the Assumed Liabilities (together with the Cash Consideration, the " Total Consideration ").

2. At the Closing, Purchaser 1 shall pay $21,688,984.84 (as adjusted pursuant to Sections 2.6, 2.9 and 2.12 , the " P1 Cash Consideration ") to Seller, which shall be paid by wire transfer of immediately available funds into an account designated by Seller in writing not fewer than three (3) Business Days prior to the Closing Date.
3. At the Closing, the Cayman Islands Entity shall pay $9,501,888.45 and, within ten (10) Business Days following delivery by Seller to the India Entity of Seller's invoice for physical assets located in India, the India Entity shall pay by check an amount in India Rupees equal to $44,000.00 exchanged into Rupees based on the spot rate as of the date of such invoice (the " India Cash Consideration ") (each as adjusted pursuant to Sections 2.9 and 2.12 , and together the " P2 Cash Consideration ") to Seller, which shall be paid by wire transfer of immediately available funds into an account designated by Seller in writing (except for payment of the India Cash Consideration, which shall be paid by check to Seller).

Section 2.6    Cash Consideration Adjustments .

1. The P1 Cash Consideration (and as a result the Cash Consideration) shall be decreased by an amount equal to (i) any customer payments and deposits received by Seller prior to the Closing but attributable to products or services to be provided by Purchaser 1 after the Closing (including any interest owing thereon) and (ii) any other advance payments or deposits, to the extent any of the foregoing payments or deposits are attributable to products or services to be provided after the Closing.
2. Seller shall be obligated to deliver to Purchaser 1 an Inventory Amount equivalent to $1,704,499.00 (the " Target Inventory Amount ") at Closing. In the event that the actual Inventory Amount at Closing exceeds the Target Inventory Amount, the P1 Cash Consideration (and as a result the Cash Consideration) shall be increased by the amount of such excess; provided , however , that in no event shall such increase be greater than $170,449.90. In the event that the Target Inventory Amount exceeds the Inventory Amount actually delivered at the Closing, the P1 Cash Consideration (and as a result the Cash Consideration) shall be decreased by the amount of such excess. For purposes of this Agreement, the term " Inventory Amount " means the amount of Inventory at the Closing calculated in accordance with GAAP in a manner consistent with the Seller Balance Sheet as calculated by Seller and delivered to Purchaser in the Preliminary Report pursuant to Section 2.6(c) below.
3. Attached hereto as Schedule 2.6(c) is a report with respect to the Sale Business (the " Preliminary Report "), prepared in good faith and certified to the best knowledge of such certifying officer as to completeness and accuracy by Seller, showing in detail the preliminary determination of the adjustments referred to in Sections 2.6(a) , 2.6(b) (with respect to Purchaser 1) and 2.9 (with respect to Purchaser 1 and Purchaser 2), which are calculated in accordance with such Section as of the Closing, together with any documents substantiating the determination of the adjustments to the P1 Cash Consideration or the P2 Cash Consideration (and as a result the Cash Consideration) proposed in the Preliminary Report. The

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adjustments shown in the Preliminary Report have been accounted for in calculating the P1 Cash Consideration (and as a result the Cash Consideration) shown in Sections 2.5(a) and 2.6(b) above.

4. Within ninety (90) days after the Closing Date, Purchaser 1 shall deliver to Seller a report with respect to the Sale Business (the " P1 Final Report "), showing in detail the final determination of any adjustments which were not calculated as of the Closing and containing any corrections to the Preliminary Report, together with documents substantiating the final calculation of the adjustments proposed in the Final Report. If Seller shall conclude that the Final Report does not accurately reflect the adjustments and prorations to be made to the P1 Cash Consideration (and as a result the Cash Consideration) in accordance with this Section 2.6 , Seller shall, within thirty (30) days after its receipt of the Final Report, provide to Purchaser 1 its written statement of any discrepancies believed to exist. Purchaser 1 and Seller shall use good faith efforts to jointly resolve the discrepancies within thirty (30) days of such Purchaser's receipt of Seller's written statement of discrepancies, which resolution, if achieved, shall be binding upon all parties to this Agreement and not subject to dispute or judicial review. If Purchaser 1 and Seller cannot resolve the discrepancies to their mutual satisfaction within such 30-day period, such Purchaser and Seller shall, within the following ten (10) days, jointly designate a national independent public accounting firm to be retained to review the Final Report together with Seller's discrepancy statement and any other relevant documents. The parties agree that the foregoing independent public accounting firm shall not be one that is regularly engaged by Purchaser 1 or Seller. Such firm shall report its conclusions as to adjustments pursuant to this Section 2.6 , which shall be conclusive on all parties to this Agreement and not subject to dispute or judicial review. The conclusion of such firm with respect to each discrepancy shall be within the range established for such item by the Final Report and Seller's discrepancy statement. If Purchaser 1 or Seller is determined to owe an amount to the other pursuant to this Section 2.6(d) , the appropriate party shall pay such amount thereof to the other within three (3) Business Days after receipt of such determination and such payment shall be treated as an adjustment to the purchase price of the Transferred Assets. The cost of retaining such independent public accounting firm shall be borne equally by Seller and Purchaser 1.
5. Within ninety (90) days after the Closing Date, Purchaser 2 shall deliver to Seller a report with respect to the Sale Business (the " P2 Final Report "), showing in detail the final determination of any adjustments which were not calculated as of the Closing and containing any corrections to the Preliminary Report, together with documents substantiating the final calculation of the adjustments proposed in the Final Report. If Seller shall conclude that the Final Report does not accurately reflect the adjustments and prorations to be made to the P2 Cash Consideration (and as a result the Cash Consideration) in accordance with this Section 2.6 , Seller shall, within thirty (30) days after its receipt of the Final Report, provide to Purchaser 2 its written statement of any discrepancies believed to exist. Purchaser 2 and Seller shall use good faith efforts to jointly resolve the discrepancies within thirty (30) days of such Purchaser's receipt of Seller's written statement of discrepancies, which resolution, if achieved, shall be binding upon all parties to this Agreement and not subject to dispute or judicial review. If Purchaser 2 and Seller cannot resolve the discrepancies to their mutual satisfaction within such 30-day period, such Purchaser and Seller shall, within the following ten (10) days, jointly designate a national independent public accounting firm to be retained to review the Final Report together with Seller's discrepancy statement and any other relevant documents. The parties agree that the foregoing independent public accounting firm shall not be one that is regularly

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engaged by Purchaser 2 or Seller. Such firm shall report its conclusions as to adjustments pursuant to this Section 2.6 , which shall be conclusive on all parties to this Agreement and not subject to dispute or judicial review. The conclusion of such firm with respect to each discrepancy shall be within the range established for such item by the Final Report and Seller's discrepancy statement. If Purchaser 2 or Seller is determined to owe an amount to the other pursuant to this Section 2.6(d) , the appropriate party shall pay such amount thereof to the other within three (3) Business Days after receipt of such determination and such payment shall be treated as an adjustment to the purchase price of the Transferred Assets. The cost of retaining such independent public accounting firm shall be borne equally by Seller and Purchaser 2.

Section 2.7    Seller's Deliveries at the Closing . At the Closing, Seller shall deliver or cause to be delivered to each Purchaser, as applicable, the following:

1. Bills of Sale executed by Seller ( i.e. , one for the benefit of Purchaser 1, one for the benefit of the India Entity and one for the benefit of the Cayman Islands Entity);
2. such further Bills of Sale (or a Delivery Note, as applicable), endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary under Applicable Law to vest in each Purchaser all right, title and interest in, to and under the applicable Transferred Assets;
3. an affidavit of Seller stating, under penalties of perjury, Seller's taxpayer identification number and that Seller is not a foreign person in accordance with Section 1445(b)(2) of the Code and the Treasury Regulations promulgated thereunder;
4. assignment agreements, in a form reasonably acceptable to the applicable Purchaser and suitable for recordation with applicable Governmental Authorities, executed by an authorized representative of Seller that assigns or transfers, as the case may be, the relevant Sale Business Intellectual Property and Sale Business Technology to the applicable Purchaser;
5. a list of all due dates in Seller's and its Subsidiaries' Ordinary Course of Business for filing with any Governmental Authority any documents necessary to secure, maintain and enforce each Purchaser's respective rights in and to the Sale Business Intellectual Property, which due dates occur within ninety (90) days after the Closing Date;
6. to (i) each Purchaser an executed signature page to the Escrow Agreement in the form attached hereto as Exhibit A ; (ii) Purchaser 1 an executed signature page to (A) the Purchaser 1 License Agreement in the form attached hereto as Exhibit B and (B) the Transition Services Agreement in the form attached hereto as Exhibit D (the " Transition Services Agreement ") and (iii) the India Entity an executed signature page to (A) the Purchaser 2 License Agreement in the form attached hereto as Exhibit C and (B) the mutual release in the form attached hereto as Exhibit E (the " Mutual Release ");

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7. each Key Employee, as set forth on Schedule 2.7(g) (the " Key Employees ") executed offer letters from the relevant Purchaser listed thereon, in the forms attached hereto as Exhibit F (as applicable);
8. a legal opinion from Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to Seller, a copy of which is attached as Exhibit G ;
9. a certificate from the Corporate Secretary of Seller having attached thereto a true and complete copy of the resolutions adopted by the Seller Board authorizing the transactions contemplated and a certificate from the corporate secretary of the Indian Subsidiary having attached thereto a true and complete copy of the resolutions adopted by the Indian Subsidiary Board of Directors authorizing the transactions contemplated;
10. all instruments and documents necessary to release any and all (if any) Liens (except Permitted Liens) on the Transferred Assets, including appropriate UCC financing statement amendments (termination statements); and
11. those consents to assignment executed by Third Parties under certain Assigned Contracts as set forth on Schedule 2.7(k) .

Section 2.8    Purchasers' Deliveries at the Closing . At the Closing

1. each Purchaser shall deliver to Seller the following:
2. 1. The applicable Cash Consideration as adjusted in accordance with Section 2.6 ; and
   2. an executed undertaking and instrument of assumption, in a form reasonably satisfactory to such Purchaser and Seller, evidencing such Purchaser's assumption of the applicable Assumed Liabilities; and
3. Purchaser 1 shall deliver to Seller an executed signature page to (i) the Escrow Agreement in the form attached hereto as Exhibit A ; (ii) the Purchaser 1 License Agreement in the form attached hereto as Exhibit B and (iii) the Transition Services Agreement in the form attached hereto as Exhibit D .
4. Purchaser 2 shall deliver to Seller an executed signature page to (i) the Escrow Agreement in the form attached hereto as Exhibit A ; (ii) the Purchaser 2 License Agreement in the form attached hereto as Exhibit C and (iii) the mutual release in the form attached hereto as Exhibit E .

Section 2.9    Tax Apportionment .

1. With respect to Purchaser 1, any ad valorem, property or similar Taxes associated with the P1 Transferred Assets shall be prorated on a per diem basis through the close of business on the Closing Date. Such ad valorem, property or similar Taxes

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apportioned to the period (or portion thereof) ending on or prior to the close of business on the Closing Date shall be borne by Seller and such Taxes apportioned to the period (or portion thereof) beginning on or after the close of business on the Closing Date shall be borne by Purchaser 1. The Cash Consideration shall be increased or decreased as required to effectuate the resulting amount required to be borne by Seller or Purchaser 1. With respect to Taxes described in this Section 2.9(a) , Seller shall timely file all Tax Returns due before the Closing Date with respect to such Taxes and Purchaser 1 shall prepare and file all Tax Returns due after the Closing Date with respect to such Taxes. If one party remits to the appropriate Taxing Authority payment for Taxes, which are subject to pro ration under this Section 2.9(a) , and such payment includes the other party's share of such Taxes, such other party shall promptly reimburse the remitting party for its share of such Taxes to the extent that such Taxes are not reflected in the Cash Consideration calculation.

2. With respect to Purchaser 2, any ad valorem, property or similar Taxes associated with the P2 Transferred Assets shall be prorated on a per diem basis through the close of business on the Closing Date. Such ad valorem, property or similar Taxes apportioned to the period (or portion thereof) ending on or prior to the close of business on the Closing Date shall be borne by Seller and such Taxes apportioned to the period (or portion thereof) beginning on or after the close of business on the Closing Date shall be borne by Purchaser 2. The Cash Consideration shall be increased or decreased as required to effectuate the resulting amount required to be borne by Seller or Purchaser 2. With respect to Taxes described in this Section 2.9(b) , Seller shall timely file all Tax Returns due before the Closing Date with respect to such Taxes and Purchaser 2 shall prepare and file all Tax Returns due after the Closing Date with respect to such Taxes. If one party remits to the appropriate Taxing Authority payment for Taxes, which are subject to pro ration under this Section 2.9(b) , and such payment includes the other party's share of such Taxes, such other party shall promptly reimburse the remitting party for its share of such Taxes to the extent that such Taxes are not reflected in the Cash Consideration calculation.

Section 2.10    Transfer Taxes . Seller and the relevant Purchaser shall each pay, or otherwise bear the burden of, fifty percent (50%) of all sales, use, excise, transfer, value added and similar Taxes (and, for the avoidance of doubt, excluding any Taxes of or relating to the Seller imposed upon or determined by reference to net income) associated with the sale of the respective Transferred Assets or the assumption of the respective Assumed Liabilities; provided , however , Seller shall pay and solely bear the burden of one hundred percent (100%) of all sales, use, excise, transfer, value added and similar Taxes and all costs of and related to "de-bonding" (including in connection with STPI) associated with the sale of Transferred Assets by the Indian Subsidiary..

Section 2.11    Allocation of Purchase Price . Seller and each respective Purchaser shall cooperate in good faith to reach an agreement as to the allocation of the purchase price, for U.S. federal income tax purposes of the P1 Transferred Assets and the P2 Transferred Assets, respectively, among such assets. If such agreement is achieved by Seller, on the one hand and a Purchaser, on the other hand, then Seller and such Purchaser shall prepare and file Internal Revenue Service Form 8594 on a basis consistent with such agreement and shall take no contrary position except to the extent required by Applicable Law. If such agreement is not achieved by

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Seller, on the one hand and a Purchaser, on the other hand, then Seller and such Purchaser shall allocate the purchase price attributable to the applicable Transferred Assets in accordance with their separate determinations.

Section 2.12    Escrow . At Closing, cash in the amount of $3,100,000 (consisting of $2,150,000 of the P1 Cash Consideration and $950,000 of the P2 Cash Consideration, together the " Escrow Amount ") receivable by Seller as part of the Cash Consideration will not be paid at Closing but rather will be deposited with, and held by JPMorgan Chase Bank N.A., (the " Escrow Agent "), in an escrow fund in accordance with the escrow agreement in the form attached hereto as Exhibit A (the " Escrow Agreement ") to secure claims by Indemnified Parties for indemnification in accordance with ARTICLE VIII . The release of the Escrow Amount will occur as follows: (i) one-half of the Escrow Amount will be released to Seller on the six (6) month anniversary of the Closing and (ii) the remaining Escrow Amount will be released to Seller on the twelve (12) month anniversary of the Closing, in each case, reduced first by any amounts that have already been paid in connection with resolved claims or are being reserved for in connection with pending claims, subject to the terms hereof and of the Escrow Agreement; provided , that in the event of any conflict between this Agreement and the Escrow Agreement, the terms of the Escrow Agreement will control.

Section 2.13    Non-Assignable Assets .

1. Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Transferred Asset, including any Contract, Governmental Authorizations, certificate, approval, authorization or other right, which by its terms or by Applicable Law is nonassignable without the consent of a third party or a Governmental Authority or is cancelable by a third party in the event of an assignment (" Nonassignable Assets ") unless and until such consent shall have been obtained. Seller shall, and shall cause its IP Affiliates to, (i) use its or their commercially reasonable efforts to obtain at the earliest practicable date all consents, waivers, approvals and notices that are required to effectuate the transactions contemplated by this Agreement (including without limitation in connection with the ROM Code related mask works and ROM code related to the Seller Products, as requested by Purchaser 2) and (ii) use its or their commercially reasonable efforts to take, or cause to be taken, all actions to enable and facilitate Purchaser 2's efforts to effect the transfer and/or assignment of the ROM Code related mask works to Purchaser 1 and ROM code related to the Seller Products to Purchaser 2, including without limitation Purchaser 2's efforts to obtain consents in connection therewith. Notwithstanding anything to the contrary in this Agreement, none of the Purchasers or their respective Affiliates shall be required to pay any amounts in connection with obtaining any consent, waiver or approval. To the extent permitted by Applicable Law, in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by Seller or the applicable IP Affiliate of Seller in trust for the applicable Purchaser and the covenants and obligations thereunder shall be performed by the applicable Purchaser in Seller's or such IP Affiliate's name and all benefits and obligations existing thereunder shall be for such Purchaser's account. Seller shall take or cause to be taken at Seller's expense such actions in its name or otherwise as such Purchaser may reasonably request so as to provide such Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other

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consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable IP Affiliate of Seller shall promptly pay over to such Purchaser all money or other consideration received by it in respect of all Nonassignable Assets. As of and from the Closing Date, Seller on behalf of itself and its IP Affiliates authorizes each Purchaser, to the extent permitted by Applicable Law and the terms of the Nonassignable Assets, at such Purchaser's expense, to perform all the obligations and receive all the benefits of Seller or its IP Affiliates under the Nonassignable Assets and appoints each Purchaser its attorney-in-fact to act in its name on its behalf or in the name of the applicable IP Affiliate of Seller and on such IP Affiliate's behalf with respect thereto.

2. The Parties acknowledge that the assets of the Indian Subsidiary will not be transferred until debonding takes place in connection with STPI and three (3) new leases in replacement of the Indian Subsidiary Leases are fully executed and delivered by and between the landlord(s) under the Indian Subsidiary Leases and the India Entity (in respect of the Indian Subsidiary's current premises) (such period being known as the " Transition Period "). During the Transition Period, the Indian Subsidiary shall continue to operate such assets for the benefit of the India Entity as described in clause (a) above and use its commercially reasonable efforts (at its sole cost) to obtain at the earliest practicable date satisfaction of such conditions. During the Transition Period the Indian Subsidiary shall (i) operate its business in the ordinary course of business consistent with past practice, (ii) provide reasonable access and inspection rights to the employees, assets and premises of the Indian Subsidiary, (iii) maintain existing insurance policies in full force and effect and for the benefit of the India Entity, (iv) refrain from placing liens on any assets of the Indian Subsidiary, (v) not terminate any of its employees, (vi) continue to provide the same level of salary and benefits to its existing employees, and (vii) take instructions on the operations of the assets from the India Entity. The India Entity agrees to pay the reasonable costs of operating such assets on behalf of the India Entity, including employee and lease costs, during the Transition Period based on actual costs incurred by the Indian Subsidiary with no added mark-up. The Indian Subsidiary and the India Entity shall use commercially reasonable efforts to make the Transition Period as brief as reasonably practicable. After the Transition Period, the India Entity shall provide reasonable access to its management employees and books and records in order to facilitate the winding down of the affairs of the Indian Subsidiary.

Section 2.14    Seller Defense of Claims . To the extent related to third party claims for indemnification or in defense of claims made by third parties with respect to an Excluded Liability, from the Closing Date until the applicable statute of limitations, Seller shall have the right to assert in its defense (a) any rights it held under the Transferred Assets or the Sale Business prior to the close of business on the Closing Date for alleged infringements of third parties (other than the Purchasers or their Affiliates) and (b) all warranties and guaranties received from vendors, suppliers or manufacturers prior to the close of business on the Closing Date with respect to the Sale Business.

Section 2.15    Purchaser Post Closing Liabilities

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1. Subject to consummation of the Closing, Purchaser 1 shall bear the burden of and be responsible for all Liabilities, including without limitation T