AGREEMENT FOR PUBLIC SALE OF ASSETS OF FYRESTORM, INC. BY HORIZON TECHNOLOGY FUNDING COMPANY LLC AND SAND HILL VENTURE DEBT III, LLC TO EXAR CORPORATION

Exhibit 10.1

AGREEMENT FOR PUBLIC SALE OF ASSETS OF FYRESTORM, INC.

BY

HORIZON TECHNOLOGY FUNDING COMPANY LLC

AND

SAND HILL VENTURE DEBT III, LLC

TO

EXAR CORPORATION

JANUARY 31, 2008

Schedules and Exhibits

AGREEMENT FOR PUBLIC SALE OF ASSETS

This Agreement for Public Sale of Assets (the “Agreement”) is made by and between Horizon Technology Funding Company LLC, a Delaware limited liability company (“Horizon”), and Sand Hill Venture Debt III, LLC, a Delaware limited liability company (“Sand Hill” and, together with Horizon, the “Lenders”) as the sellers, and Exar Corporation, a Delaware corporation (the “Buyer”) as the buyer, is entered into as of January 31, 2008.

RECITALS

WHEREAS, FyreStorm, Inc. (a/k/a Fyre Storm, Inc.), a Delaware corporation (the “Debtor”), with its principal place of business located at 255 San Geronimo Way, Sunnyvale, CA, 95085, is indebted to the Lenders pursuant to the terms of a Venture Loan and Security Agreement between the Lenders and the Debtor dated as of August 18, 2006 (as amended, modified, or supplemented from time to time to the date hereof, including those associated or incorporated documents such as security agreements or notes attached collectively as Exhibit A hereto, the “Loan Agreement”);

WHEREAS, the Lenders hold security interests in substantially all of the Debtor’s property and assets (as defined in the Loan Agreement, the “Collateral”), which security interests have been duly and properly perfected by the filing of UCC financing statements with the office of the Delaware Secretary of State;

WHEREAS, an Event of Default has occurred under the Loan Agreement and the Lenders have accelerated the maturity of the indebtedness of the Debtor to the Lenders under the Loan Agreement (the “Indebtedness”), and based on the foregoing the Lenders are entitled to exercise their remedies under the Loan Agreement and applicable law, including the Uniform Commercial Code as presently enacted in the State of California (including, to the extent applicable to the transactions contemplated herein, the Uniform Commercial Code as enacted in any other state, the “Code”; terms used herein and defined in Section 9101 of the Code shall have the meanings ascribed to such terms therein);

WHEREAS, the Lenders have determined to conduct a public disposition of all or part of the Collateral by and through a public sale, with the proceeds of such sale to be applied as required by this Agreement and the Code, and the Buyer wishes to bid at such sale to purchase such assets from the Lenders, all pursuant to the terms of this Agreement, the Code and any other applicable law;

NOW THEREFORE, in consideration of the foregoing and of the following covenants, the sufficiency of which are hereby acknowledged, the Lenders and the Buyer hereby agree as follows:

1. Public Sale of Purchased Assets

1.1. Public Sale of Purchased Assets. Pursuant to the Lenders’ rights and remedies under the Loan Agreement and other applicable law, including Sections 9601 through 9629 of the Code, but subject to the Buyer being the highest qualified bidder at the Public Sale (as defined below) the Lenders hereby agree to transfer and sell to Buyer all right, title and interest of the Debtor and the Lenders in and to all Collateral (the “Purchased Assets”), including without limitation the following assets of every kind and description, wherever located, tangible or intangible:

(a) (i) All patents and patent applications, including without limitation those listed on Schedule 1.1(a)(i) hereto, any continuation, divisional, continuations-in-part, reissues, extensions, re-examinations or substitutions relating thereto, and any foreign applications based in whole thereon or claiming the benefit thereof; and any United States or foreign patents issued on any of the foregoing, all file histories and physical and electronic documentation, including, without limitation, all invention disclosures, prosecution papers, notes, drawings, reports, flow charts, instructions, manuals, notebooks, and memoranda, that directly relate to such patents or patent applications; (ii) all trademarks and trademark applications, including without limitation those listed on Schedule 1.1(a)(ii) hereto, and all file histories and documentation, including, without limitation, all trademark search results, clearance studies and watch notices that relate to such trademarks and trademark applications, and all goodwill associated with any of the foregoing; (iii) all copyrights and copyrightable materials, whether registered or unregistered, including without limitation those registered copyrights listed on Schedule 1.1(a)(iii) hereto; (iv) computer software programs, including, without limitation, all source codes, object codes and material documentation related thereto; (v) all know-how, processes, trade secrets, inventions, proprietary data, designs, research, processes, procedures, techniques, methods, recipes, research and development data and records, and product prototypes, samples and works in progress relating to data, mask works, inventions, and other proprietary rights (whether or not patentable or subject to copyright, mask work, or trade secret protection) related to products and services, in each case whether previously or currently offered or under development by the Debtor; (vi) to the extent assignable, licenses, sublicenses, and other agreements or permissions under which the Debtor is a licensee or otherwise is authorized to use or practice any rights relating to any of the foregoing types of property, including without limitation those licenses, agreements and other agreements or permissions listed on Schedule 1.1(a)(vi) hereto; and (vii) all books and records, in whatever form, of or relating to any of the foregoing (all of the foregoing (i) through (vii) shall be referred to collectively herein as the “Intellectual Property”);

(b) All of the Debtor’s rights, credits, judgments, choses in action, rights of set-off and any and all other claims of every type and nature of, for or arising from or relating to past, present or future infringement or claims for royalties, and any and all other rights to enforce or protect any rights constituting or relating to any Intellectual Property or to any injury to the goodwill associated with any trademark constituting Intellectual Property;

(c) All tangible assets of the Debtor (the “Fixed Assets”), including those listed on Schedule 1.1(c) hereto;

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(d) To the extent assignable, all contracts and leases to which the Debtor is a party, including without limitation those contracts listed on Schedule 1.1(d) hereto (the “Assigned Contracts”) and any and all rights to enforce or benefit from any contract to which the Debtor is not a party;

(e) All rights and benefits, including royalty streams, under license agreements and other contracts arising from or related to any Intellectual Property;

(f) To the extent transferable by applicable law, (i) all rights under any contract under which the counterparty or counterparties agree or have agreed not to compete with the operations or property of the Debtor, agree or have agreed to keep confidential information regarding the Debtor, any assets (including Intellectual Property) of the Debtor, or agree or have agreed to cooperate in the prosecution or protection of any Intellectual Property, without regard to whether any such contract would otherwise be an Excluded Asset, and (ii) all similar rights arising other than under contract, including in each case and without limitation those contracts and rights described on Schedule 1.1(f) hereto;

(g) Copies of all general, non-personnel and non-accounting books, records and files, including distribution and mailing lists, product reports, plans and advertising materials, catalogues, billing records, sales and promotional literature and manuals (“Books and Records”), provided that the Debtor shall be permitted to keep originals or copies of all Books and Records as are reasonably necessary for the Debtor to fulfill its fiduciary and administrative duties, including, without limitation, tax preparation, claims reconciliation, and the winding up of its affairs (the “Excluded Books and Records”), provided further that, notwithstanding any retention of any Excluded Books and Records, the Debtor shall not have or retain any proprietary interest in any Intellectual Property nor any Excluded Books and Records of or pertaining to any Intellectual Property; and

(h) To the extent not described above or listed as Excluded Assets (as defined below), all other Collateral.

1.2. Excluded Assets. The following assets of the Debtor shall be excluded from the Purchased Assets to be sold to the Buyer hereunder (the “Excluded Assets”):

(a) Any Collateral that would otherwise constitute a Purchased Asset that is listed on Schedule 1.2(a) by the Buyer on or prior to the Closing. The Lenders acknowledge and agree that the Buyer shall have the right, in its absolute discretion and at any point prior to the Closing, to list on and add to Schedule 1.2(a) any Collateral that would otherwise be a Purchased Asset;

(b) The accounts receivable listed on Schedule 1.2(b);

(c) Any equipment or other property leased to the Debtor by a third party, including the equipment subject to the equipment leases listed on Schedule 1.2(c) hereto; and

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(d) One laptop computer, three servers, and related equipment as are reasonably necessary to properly preserve the Excluded Books and Records.

1.3. Public Sale; Deposit.

(a) In accordance with their rights and duties under the Code, the Lenders shall commence a disposition of the Purchased Assets, as a single indivisible lot, pursuant to a public sale to be conducted in accordance with Section 9610 and other applicable Sections of the Code (the “Public Sale”). Any third party or professional implementing the Public Sale shall be retained and compensated solely by the Lenders.

(b) Provided the Public Sale occurs on or after February 4, 2008 and on or before February 15, 2008, and upon the satisfaction of the conditions set forth herein, the Buyer agrees that it shall place an opening bid at the Public Sale in the amount of Three Million Two Hundred Thousand Dollars ($3,200,000) (the “Minimum Bid”).

(c) The Lenders shall also require a minimum overbid of $100,000 for any competing bidder to be qualified to participate in the Public Sale.

1.4. Closing; Purchase Price. Subject in each case to the Buyer being the highest qualified bidder at the Public Sale, and to the satisfaction or waiver of all other conditions to the closing or effectiveness of this Agreement set forth herein or imposed by the Code, then:

(a) The closing (the “Closing”) of the sale and transfer of the Purchased Assets to the Buyer shall occur immediately following the conclusion of the Public Sale, at the offices of Ropes & Gray LLP, 525 University Avenue, Suite 300, Palo Alto, CA 94301-1917, or at such time and place as may be agreed upon between the Buyer and the Lenders. The time and date on which the Closing is actually held are sometimes referred to herein as the “Closing Date.”

(b) The “Purchase Price” to be paid for the Purchased Assets shall be the amount of the highest qualified bid placed by the Buyer at the Public Sale. The Purchase Price shall be paid to the Lenders by wire transfer of immediately available funds in accordance with the wire instructions set forth on Schedule 1.4, provided that, at the request of Buyer or Lenders, a portion of the Purchase Price in an amount set forth in a pay off letter from Silicon Valley Bank may be sent by wire transfer directly to Silicon Valley Bank in satisfaction of the Superior Interest (as defined below).

1.5. Lenders’ Deliveries at Closing. On the Closing Date in consideration for payment to the Lenders of the Purchase Price, the Lenders shall deliver to or arrange for the delivery to the Buyer or its designee at such location as the Buyer reasonably directs (i) a Secured Party Bill of Sale executed by the Lenders in the form set forth in Exhibit 1.5(i) hereto (“Bill of Sale”); (ii) an Assignment of Patents in the form set forth in Exhibit 1.5(ii) hereto, executed by the Lenders and duly notarized; (iii) an Assignment of

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Trademarks in the form set forth in Exhibit 1.5(iii) hereto, executed by the Lenders and duly notarized; and (iv) such other instruments of conveyance and assignment as the parties shall deem reasonably necessary to vest in the Buyer all right, title and interest in and to the Purchased Assets.

1.6. Buyer’s Deliveries at Closing. On the Closing Date, the Buyer shall deliver to the Lenders the Purchase Price (as adjusted for the Deposit), and the Buyer or its designee shall execute and deliver the Bill of Sale.

1.7. Further Assurances. Each of the Lenders, for itself and its respective successors and assigns, hereby covenants and agrees that, at any time and from time to time after the date hereof, without further consideration but at no additional cost or liability to such Lender, it will execute and deliver to the Buyer such further instruments of sale, conveyance, assignment, and transfer, and take such other commercially reasonable action, all upon the reasonable request of the Buyer, in order to more effectively sell, convey, grant, assign, transfer and deliver all or any portion of the Purchased Assets to the Buyer, and to assure and confirm to any other person the ownership of the Purchased Assets by the Buyer, and to permit the Buyer to exercise any of the franchises, rights, licenses, or privileges intended to be sold, conveyed, assigned, transferred, and delivered by the Lenders to the Buyer. The Lenders shall request that the Debtor execute the acknowledgements and consents attached to the Assignment of Patents and the Assignment of Trademarks. Each of the Lenders and the Buyer acknowledge and agree that neither the Debtor’s consent hereto nor the execution of such documents is required to consummate the transactions contemplated by this Agreement.

1.8. Foreclosure Sale Under Article 9 of the Code. The sale and transfer of the Purchased Assets to the Buyer at Closing are and shall be made pursuant to Section 9610 of the Code; the sale provided herein shall constitute a “disposition” under the Code pursuant to a public sale; and the Buyer will constitute and have the rights of a “transferee” under the Code, including, without limitation, the provisions of Section 9617 of the Code. The Bill of Sale is intended to and shall constitute a “transfer statement” pursuant to Section 9619 of the Code.

1.9. No Successor Liability. For the avoidance of doubt, the Buyer shall not assume, and shall have no responsibility for, any liabilities of the Debtor or the Lenders, as a successor in interest or otherwise, nor any liabilities of or relating to the Purchased Assets arising from or relating to periods of time prior to the Closing Date, including, without limitation:

1.9.1. Any obligation of the Debtor to any employee or consultant of the Debtor; any liability with respect to or arising from any “employee benefit plan” of the Debtor (as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or other arrangement providing compensation or benefits to employees or consultants;

1.9.2. Liabilities under any warranty or guaranty obligation of the Debtor arising from or relating to any acts or transactions prior to the Closing;

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1.9.3. Liabilities arising at any time under any contract other than the Assigned Contracts;

1.9.4. Liabilities in respect of notes payable of the Debtor, indebtedness of the Debtor under credit facilities, or accounts payable of the Debtor;

1.9.5. Liabilities of the Debtor for customer rebates or other promotional allowances; and/or

1.9.6. Liabilities of the Debtor relating to taxes of any nature.

1.10. Tangible Assets. The Buyer or its designee shall be responsible for arranging for the removal of any Fixed Assets and any required consents of landlords or others. The Lenders shall have no responsibility to provide access to any Fixed Assets not in the Lenders’ possession.

2. Conditions Precedent

2.1. Lenders’ Conditions Precedent. The Lenders’ obligations to close the sale of the Purchased Assets under this Agreement are conditioned upon the following:

2.1.1. Indebtedness Outstanding. The Indebtedness owed by the Debtor to the Lenders shall be unpaid immediately prior to the date of Closing.

2.1.2. No Litigation. No action or proceeding before a court or any other governmental agency or body (including, without limitation, any voluntary or involuntary bankruptcy action or proceeding by or against the Debtor) shall have been instituted or threatened to stay, restrain or prohibit the consummation of the transactions contemplated hereby or to impose any remedy, condition or restriction unacceptable to the Lenders in their sole discretion.

2.1.3. Representations and Warranties; Performance of Obligations. All representations and warranties of the Buyer contained in this Agreement shall be true and correct in all material respects as of the Closing with the same force and effect as though made at and as of the Closing and all of the terms, covenants and conditions of this Agreement to be complied with, performed and satisfied by the Buyer at or before the Closing shall have been complied with, performed and satisfied in all material respects.

2.1.4. Compliance with Uniform Commercial Code. All requirements of Sections 9601 through 9629 of the Code shall have been complied with or waived to the reasonable satisfaction of the Lenders.

2.1.5. Highest Bid. The Buyer has submitted a bid at the Public Sale at least equal to the Minimum Bid and at the conclusion of the Public Sale is the highest qualified bidder for the Purchased Assets.

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2.2. Buyer’s Conditions Precedent. The Buyer’s obligation to close the sale of the Purchased Assets under this Agreement is conditioned upon the following:

2.2.1. Silicon Valley Bank. The Buyer shall be satisfied that the liens of Silicon Valley Bank on the Purchased Assets, and the claims supporting such liens, shall have been released and satisfied prior to or contemporaneously with the Closing, by the Lenders, from the proceeds of the Public Sale.

2.2.2. No Litigation. No action or proceeding before a court or any other governmental agency or body (including without limitation any voluntary or involuntary bankruptcy action or proceeding by or against the Debtor) shall have been instituted or threatened to stay, restrain or prohibit the consummation of the transactions contemplated hereby or to impose any remedy, condition or restriction unacceptable to the Buyer in its sole discretion.

2.2.3. Representations and Warranties; Performance of Obligations. All representations and warranties of the Lenders contained in this Agreement shall be true and correct in all material respects as of the Closing Date with the same force and effect as though made at and as of the Closing Date and all of the terms, covenants and conditions of this Agreement to be complied with, performed and satisfied by the Lenders at or before the Closing Date shall have been complied with, performed and satisfied in all material respects.

2.2.4. Compliance with Uniform Commercial Code. All requirements of Sections 9601 through 9629 of the Code shall have been complied with or waived to the reasonable satisfaction of the Buyer.

3. Representations and Warranties.

3.1. Representation and Warranties of the Lenders. Each of the Lenders hereby represents and warrants to the Buyer as follows:

3.1.1. Organization and Authorization. (i) Such Lender is duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization, with all requisite corporate power and authority to enter into this Agreement and the transaction contemplated hereby, (ii) the execution, delivery and performance of this Agreement has been authorized by all necessary corporate action of such Lender, and (iii) this Agreement is a valid, binding obligation of such Lender, enforceable in accordance with its terms except as may be limited by applicable federal or state bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally.

3.1.2. Security Interest. Each Lender has a valid and enforceable, fully perfected security interest in the Purchased Assets, (ii) such security interest is fully and validly perfected to the extent that a security interest in the Purchased Assets can be perfected by filing a financing statement under the Code (other than with respect to commercial tort claims), and (iii) except as noted specifically on Schedule 3.1.2(iii), such security interest is first priority and not subordinate to any other liens, claims or interests in the Purchased Assets (each interest listed on Schedule 3.1.2(iii), a “Superior Interest”).

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3.1.3. Default under Loan Agreement. The Debtor is in default under the Loan Agreement and as a result such Lender has the present right to foreclose on and dispose of the Purchased Assets pursuant to the Loan Agreement and Section 9610 and other applicable provisions of the Code.

3.1.4. Title. (a) To the Lenders’ knowledge, between January 9, 2008 and the date of Closing, neither the Lenders, the Debtor nor any of their respective affiliates, agents or representatives has sold, transferred or assigned, or agreed to sell, transfer or assign, all or any material portion of the Purchased Assets (including for clarity any interest in any Intellectual Property, including a license) to any person or entity other than the Buyer; and (b) as of the Closing Date, the Buyer shall acquire title and ownership in all the Debtor’s right, title and interest in and to the Purchased Assets, to the extent a security interest in the Purchased Assets can be perfected by filing a financing statement under the Code (other than with respect to commercial tort claims and non-assignable contracts), free and clear of (i) any interests of the Debtor, (ii) any interest of the Lenders, (iii) any subordinate security interest or other subordinate lien, and (iv) the Superior Interests, which Superior Interests shall be paid in full from the proceeds of the Public Sale prior to application to the Indebtedness.

3.1.5. Notices Given. The Lenders have provided all appropriate notices which are required in connection with a disposition of the Purchased Assets by public sale under Section 9610, and have otherwise complied with all applicable provisions of the Code.

3.1.6. Litigation. To the knowledge of the Lenders, there are no pending lawsuits or actions filed against the Debtor alleging that any Intellectual Property infringes the intellectual property rights of any third party.

3.1.7. Brokers and Finders. The Lenders have not engaged any broker or finder in connection with the transactions contemplated by this Agreement. The Lenders intend to engage Paul Saperstein & Co. (the “Auctioneer”) to conduct the Public Sale and shall pay the Auctioneer’s fees and costs.

3.2. Representations and Warranties of Buyer. The Buyer hereby represents and warrants to the Lenders as follows:

3.2.1. Organization and Authorization. (i) the Buyer is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with all requisite corporate power and authority to enter into this Agreement and the transaction contemplated hereby; (ii) the execution, delivery and performance of this Agreement has been authorized by all necessary corporate action of the Buyer; and (iii) this Agreement is a valid, binding obligation of the Buyer, enforceable in accordance with its terms except as may be limited by applicable federal or state bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally.

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3.2.2. Brokers and Finders. The Buyer has not engaged any broker or finder in connection with the transactions contemplated by this Agreement.

3.3. Disclaimer. Except as expressly set forth in Section 3.1, the (a) Purchased Assets are being sold “as is and where is” and the Lenders make no, and hereby disclaim any, representation or warranty to the Buyer with respect to the Purchased Assets or the transactions contemplated hereby, including without limitation any warranty of merchantability or fitness for a particular purpose, and (b) there is no warranty relating to title, possession, quiet enjoyment, or the like in this disposition. Without limiting the generality of the foregoing, the Lenders make no representation or warranty, express or implied, as to the validity or utility of the Purchased Assets, the status of any issued patents or registered trademarks or any applications for patents or trademarks, whether transfer documentation executed by the Lenders is sufficient to transfer title to Intellectual Property registered in foreign jurisdictions, whether the Intellectual Property or any use thereof infringes on the rights of others, whether any intent-to-use trademark applications are assignable, or whether any license agreements and other contracts are assignable. Further, there is no warranty as to the existence, location or condition of any tangible assets listed on Schedule 1.1(d).

3.4. Survival of Representations and Warranties; Limitation of Liability. All representations and warranties contained in this Agreement shall expire on the one year anniversary of the Public Sale. In respect of any breach of this Agreement by the Lenders, or either of them, the Lenders’ liability shall be limited to the Purchase Price.

3.5. In respect of any breach of this Agreement by the Buyer, the Buyer’s liability shall be limited to Seventy Five Thousand Dollars ($75,000).

4. Notices. Any notice or communication required or permitted to be delivered to any party under this Agreement shall be in writing and shall be deemed properly delivered, given and received when delivered (by hand, by registered mail, by courier or express delivery service or by fax) to the address or fax number set forth beneath the name of such party below (or to such other address or fax number as such party shall have specified in a written notice given to the other parties hereto):

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		Sand Hill Ven