Prepared by MERRILL CORPORATION www.edgaradvantage.com QuickLinks AMENDED AND RESTATED SEPARATION AGREEMENT

Prepared by ▇▇▇▇▇▇▇ CORPORATION ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

QuickLinks

AMENDED AND RESTATED SEPARATION AGREEMENT

made to be effective as of June 1, 1998

between

Silicon Graphics, Inc.

and

MIPS Technologies, Inc.

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS

Section 1.1.

Definitions

ARTICLE II

TRANSFER OF ASSETS AND ASSUMPTION OF LIABILITIES

Section 2.1.

Transfer of Assets

Section 2.2.

Assignment and Assumption of Liabilities. (a)

Section 2.3.

Transfers Not Effected On or Prior to the Closing Date

Section 2.4.

No Representations or Warranties; Consents

Section 2.5.

Documents Relating to Transfer of Assets and Assignment and Assumption of Liabilities

Section 2.6.

Termination of Agreements

ARTICLE III

THE SEPARATION AND THE INITIAL PUBLIC OFFERING

Section 3.1.

Cooperation Prior to the Separation

Section 3.2.

Conduct of Company Business Pending Separation

Section 3.3.

Silicon Graphics Board Action; Conditions Precedent to the Separation

ARTICLE IV

INDEMNIFICATION

Section 4.1.

Release of Claims

Section 4.2.

Indemnification by the Company

Section 4.3.

Indemnification by Silicon Graphics

Section 4.4.

Notice and Payment of Claims

Section 4.5.

Notice and Defense of Third-Party Claims

Section 4.6.

Insurance Proceeds

Section 4.7.

Contribution

Section 4.8.

Subrogation

Section 4.9.

No Third-Party Beneficiaries

Section 4.10.

Remedies Cumulative

Section 4.11.

Survival of Indemnities

Section 4.12.

After-Tax Indemnification Payments

ARTICLE V

CERTAIN ADDITIONAL MATTERS

Section 5.1.

Ancillary Agreements

Section 5.2.

Company Officers and Board of Directors

Section 5.3.

The Company Certificate of Incorporation and Bylaws

Section 5.4

Insurance Policies and Claims Administration

ARTICLE VI

ACCESS TO INFORMATION

Section 6.1.

Provision of Corporate Records

Section 6.2.

Access to Information

Section 6.3.

Litigation Cooperation

Section 6.4.

Reimbursement

Section 6.5.

Retention of Records

Section 6.6.

Confidentiality

Section 6.7.

Protective Arrangements

Section 6.8.

Mail

ARTICLE VII

DISPUTE RESOLUTION

Section 7.1.

Agreement to Mediate

Section 7.2.

Escalation

Section 7.3.

Demand for Mediation

Section 7.4.

Certain Additional Matters

Section 7.5.

Continuity of Service and Performance

ARTICLE VIII

MISCELLANEOUS

Section 8.1.

Termination

Section 8.2.

Expenses

Section 8.3.

Notices

Section 8.4.

Amendment and Waiver

Section 8.5.

Counterparts

Section 8.6.

Governing Law; Jurisdiction; Forum

Section 8.7.

Entire Agreement

Section 8.8.

Parties in Interest

Section 8.9.

Tax Sharing Agreement

Section 8.10.

Further Assurances and Consents

Section 8.11.

Exhibits and Schedules

Section 8.12.

Legal Enforceability

Section 8.13.

Titles and Headings

Schedules:

1.1(a)

Company Contracts

1.1(b)

Company Contracts to SGI

2.1(a)(i)

Tangible Personal Property

2.1(a)(ii)

Inventory

2.1(a)(iii)

Receivables

2.1(a)(ix)

Sales and Promotional Material

2.1(a)(x)

Governmental Permits and Approvals

2.1(a)(xii)

Royalties

2.1(b)(i)

Excluded Assets

2.2(a)(iv)

Liabilities

2.2(b)(i)

Excluded Liabilities

2.3(b)

Joint Contracts

2.6(b)

Agreements that will not Terminate

AMENDED AND RESTATED SEPARATION AGREEMENT This AMENDED AND RESTATED SEPARATION AGREEMENT ("Agreement") is made to be effective as of June 1, 1998 by and between Silicon Graphics, Inc., a Delaware corporation ("Silicon Graphics"), and MIPS Technologies, Inc., a Delaware corporation (the "Company").

RECITALS WHEREAS, the Board of Directors of Silicon Graphics has determined that it is in the best interests of Silicon Graphics and its shareholders to separate the Company Business from Silicon Graphics' other operations; WHEREAS, in furtherance of the foregoing, it is appropriate and desirable to transfer the Company Assets to the Company and to cause the Company to assume the Company Liabilities, all as more fully described in this Agreement and the Ancillary Agreements (such transfer of assets and assumption of liabilities are herein after referred to as the "Separation."); WHEREAS, the Board of Directors of Silicon Graphics has further determined that it is appropriate and desirable, on the terms and conditions contemplated hereby, to cause the Company and Silicon Graphics to sell, in an initial public offering (the "Initial Public Offering"), up to such number of shares of the Common Stock which shall not exceed 20% of the Company's outstanding capital stock on a fully-diluted basis; WHEREAS, it is appropriate and desirable to set forth the principal corporate transactions required to effect the Separation and the Initial Public Offering and certain other agreements that will govern certain matters relating to the Separation and the Initial Public Offering and the relationship of Silicon Graphics and the Company and their respective subsidiaries following the Initial Public Offering; and WHEREAS, Silicon Graphics and Company entered into that certain Separation Agreement, as set forth in Amendment No. 2 to the Company's S-1 Registration Statement (the "Prior Separation Agreement"). Silicon Graphics and Company desire to amend the Prior Separation Agreement and to restate such agreement in its entirety and the parties agree that this Amended and Restated Separation Agreement shall supersede the Prior Separation Agreement. NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements, provisions and covenants contained in this Agreement, the parties hereby agree as follows:

ARTICLE I DEFINITIONS Section 1.1. Definitions. As used herein, the following terms have the following meanings: "Action" means any claim, suit, arbitration, inquiry, proceeding or investigation by or before any court, any governmental, regulatory or administrative authority, agency or commission, or any other tribunal or arbitral body; or any other Governmental Authority. "Affiliate" of any specified Person means any other Person that, directly or indirectly, controls, is controlled by or is under direct or indirect common control with such specified Person. "Agreement" has the meaning specified in the Recitals. "Ancillary Agreements" means the Corporate Agreement, the Management Services Agreement, the Tax Sharing Agreement, the Technology Agreement, the Trademark Agreement, the Interim Sublease Agreement and the Sublease Agreement. "Assigned Company Intellectual Property" means any Intellectual Property owned by Silicon Graphics as of the Separation Date that is to be assigned by Silicon Graphics to the Company pursuant to the Technology Agreement and the Trademark Agreement, as such agreements may be amended from time to time. "Closing Date" means the first time at which any shares of Common Stock are sold to the Underwriters pursuant to the Initial Public Offering in accordance with the terms of the Underwriting Agreement, which occurred on July 6, 1998. "Code" means the Internal Revenue Code of 1986, as amended. "Commission" means the Securities and Exchange Commission. "Common Stock" means the common stock, par value $0.001 per share, of the Company. "Company Assets" has the meaning set forth in Section 2.1(a). "Company Balance Sheet" means the audited balance sheet of the Company, including the notes thereto, as of March 31, 1998. "Company Business" means the business and operations of the various divisions and subsidiaries of Silicon Graphics engaged in the development and licensing of processor designs for the embedded market based on reduced-instruction-set-computing (RISC) architecture, consisting principally of Silicon Graphics' MIPS Group. Company Business excludes, without limitation, RISC/OS, compilers, tools and other commercial software products even if developed by or for Silicon Graphics' MIPS Group unless expressly transferred or licensed to Company pursuant to the Technology Agreement. "Company Bylaws" means the bylaws of the Company in the form filed as an exhibit to the Registration Statement. "Company Certificate" means the restated certificate of incorporation of the Company in the form filed as an exhibit to the Registration Statement. "Company Contracts" means the following contracts and agreements to which Silicon Graphics or any of its Affiliates is a party or by which it or any of its Affiliates or and of their respective assets is bound, whether or not in writing, except for any such contract or agreement or portion thereof that is contemplated to be retained by Silicon Graphics or any of its Affiliates (other than the Company) pursuant to any provision of this Agreement or any Ancillary Agreement: (a) all contracts or agreements or portion thereof listed or described on Schedule 1.1(a) (as such Schedule may be amended by mutual agreement of the parties heretofrom time to time; (b) any contracts or agreements entered into in the name of, or expressly on behalf of, the Company, except for such agreements set forth on Schedule 1.1(b); (c) any contract or agreement that relates primarily to the Company Business; (d) any guarantee, indemnity, representation, warranty or other Liability of the Company or Silicon Graphics in respect of any other Company Contract, any Company Liability or the Company Business; and (e) any contract or agreement that is otherwise expressly contemplated pursuant to this Agreement or any of the Ancillary Agreements to be assigned to the Company. "Company Liabilities" has the meaning set forth in Section 2.2. "Consents" means any consents, waivers or approvals from, or notification requirements to, any third parties. "Effective Initial Public Offering Date" means the date on which the Registration Statement is declared effective by the Commission. "Escalation Notice" has the meaning set forth in Section 7.2. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Excluded Assets" has the meaning set forth in Section 2.1(b). "Excluded Liabilities" has the meaning set forth in Section 2.2(b). "Governmental Approvals" means any notices, reports or other filings to be made, or any consents, registrations, approvals, permits or authorizations to be obtained from, any Governmental Authority. "Governmental Authority" means any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority. "Intellectual Property" means (a) inventions, whether or not patentable, whether or not reduced to practice or whether or not yet made the subject of a pending patent application or applications, (b) ideas and conceptions of potentially patentable subject matter, including, without limitation, any patent disclosures, whether or not reduced to practice and whether or not yet made the subject of a pending patent application or applications, (c) national (including the United States) and multinational statutory invention registrations, patents, patent registrations and patent applications (including all reissues, divisions, continuations, continuations-in-part, extensions and reexaminations) and all rights therein provided by multinational treaties or conventions and all improvements to the inventions disclosed in each such registration, patent or application, (d) trademarks, service marks, trade dress, logos, trade names and corporate names, whether or not registered, including all common law rights, and registrations and applications for registration thereof, including, but not limited to, all marks registered in the United States Patent and Trademark Office, the Trademark Offices of the States and Territories of the United States of America, and the Trademark offices of other nations throughout the world, and all rights therein provided by multinational treaties or conventions, (e) copyrights (registered or otherwise) and registrations and applications for registration thereof, and all rights therein provided by multinational treaties or conventions, (f) moral rights (including, without limitation, rights of paternity and integrity), and waivers of such rights by others, (g) computer software, including, without limitation, source code, operating systems and specifications, data, data bases, files, documentation and other materials related thereto, data and documentation, (h) trade secrets and confidential, technical or business information (including ideas, formulas, compositions, inventions, and conceptions of inventions whether patentable or unpatentable and whether or not reduced to practice), (i) whether or not confidential, technology (including know-how and show-how), manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information, (j) copies and tangible embodiments of all the foregoing, in whatever form or medium, (k) all rights to obtain and rights to apply for patents, and to register trademarks and copyrights, and (l) all rights to ▇▇▇ and recover and retain damages and costs and attorneys' fees for present and past infringement of any of the Intellectual Property rights hereinabove set out. "Interim Sublease Agreement" means the sublease agreement to be executed by Silicon Graphics and the Company on the Separation Date for the sublease by the Company from Silicon Graphics of certain premises located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, consisting of approximately 20,000 square feet of space. "Inventory" means all inventory owned, used or held by Silicon Graphics as of the Separation Date and related exclusively to the Company Business. "Liabilities" means any and all losses, claims, charges, debts, demands, Actions, causes of Action, suits, damages, obligations, payments, costs and expenses, accounts, bonds, indemnities and similar obligations, covenants, contracts, agreements, promises, guarantees and other liabilities, including all contractual obligations, whether absolute or contingent, matured or not matured, liquidated or unliquidated, accrued or not accrued, known or unknown, whenever arising, and including those arising under any law, rule, regulation, Action, threatened or contemplated Action (including the costs and expenses of demands, assessments, judgments, settlements and compromises relating thereto and attorneys' fees and any and all costs and expenses (including allocated costs of in-house counsel and other personnel), whatsoever reasonably incurred in investigating, preparing or defending against any such Actions or threatened or contemplated Actions), order or consent decree of any Governmental Authority or any award of any arbitrator or mediator of any kind, and those arising under any contract, commitment or undertaking, including those arising under this Agreement or any Ancillary Agreement, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person. "Licensed Company Intellectual Property" means all Intellectual Property which is licensed or sublicensed from a third party by Silicon Graphics as of the Separation Date that is to be licensed or sublicensed by Silicon Graphics to the Company pursuant to the Technology Agreement. "Management Services Agreement" means the Management Services Agreement dated the date hereof between the Company and Silicon Graphics regarding the provision of certain services by the Company from Silicon Graphics, as such agreement may be amended from time to time. "Mediation Demand Date" has the meaning set forth in Section 7.3. "Mediation Demand Notice" has the meaning set forth in Section 7.3. "Owned Intellectual Property" means all Intellectual Property in and to which Silicon Graphics or the Company holds, or has a right to hold, right, title and interest. "Person" means an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Authority. "Policy" has the meaning specified in Section 5.4(a). "Prospectus" means each preliminary, final or supplemental prospectus forming a part of the Registration Statement. "Receivables" means any and all accounts receivable, notes and other amounts receivable from third parties, including, without limitation, customers and employees, arising exclusively from the conduct of the Company Business before the Separation Date, whether or not in the ordinary course, together with any unpaid financing charges accrued thereon. "Registration Statement" means the registration statement on Form S-1 filed by the Company with the Commission to effect the registration of the Common Stock pursuant to the Securities Act, as such registration statement may be amended from time to time. "Securities Act" means the Securities Act of 1933, as amended. "Separation" has the meaning specified in the second recital of this Agreement. "Separation Date" means the date determined by the Board of Directors of Silicon Graphics as the date on which the Separation shall be effected, which is contemplated to occur on or about June 1, 1998. "SGI Group" means Silicon Graphics and each Person (other than the Company and its subsidiaries) that is an Affiliate of Silicon Graphics immediately after the Separation Date. "Sublease Agreement" means the sublease agreement to be executed by Silicon Graphics and the Company on the Separation Date for the sublease by the Company from Silicon Graphics of certain premises located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, consisting of approximately 30,000 square feet of space. "Tangible Personal Property" means all machinery, equipment, tools, supplies, furniture, fixtures, personalty, vehicles and other tangible personal property used or held for use by Silicon Graphics or any member of the SGI Group in the conduct of the Company Business. "Tax" or "Taxes" shall have the meaning given to such term in the Tax Sharing Agreement. "Tax Sharing Agreement" means the Tax Sharing Agreement dated as of the date hereof between Silicon Graphics and the Company providing for certain tax related matters, as such agreement may be amended from time to time. "Technology Agreement" means the Technology Agreement dated as of the Separation Date between Silicon Graphics and the Company providing for certain intellectual property matters, as such agreement may be amended from time to time. "Trademark Agreement" means the Trademark Agreement dated as of the date hereof between Silicon Graphics and the Company providing for certain trademark matters, as such agreement may be amended from time to time. Unless otherwise specified, any reference to any "subsidiary" or "subsidiaries" of Silicon Graphics shall not include the Company.

ARTICLE IV INDEMNIFICATION Section 4.1. Release of Claims. (a) Except as provided in Section 4.1(c), effective as of the Closing Date, the Company does hereby, for itself and its Affiliates (other than any member of the SGI Group), successors and assigns, and all Persons who at any time prior to the Closing Date have been shareholders, directors, officers, agents or employees of the Company and its Affiliates (other than any member of the SGI Group) (in each case, in their respective capacities as such), remise, release and forever discharge Silicon Graphics and each member of the SGI Group, their respective successors and assigns, and all Persons who at any time prior to the Closing Date have been shareholders, directors, officers, agents or employees of Silicon Graphics or any member of the SGI Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from any facts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Closing Date, including in connection with the transactions and all other activities to implement the Separation and the Initial Public Offering. (b) Except as provided in Section 4.1(c), effective as of the Closing Date, Silicon Graphics does hereby, for itself and each member of the SGI Group, successors and assigns, and all Persons who at any time prior to the Closing Date have been shareholders, directors, officers, agents or employees of Silicon Graphics or any member of the SGI Group (in each case, in their respective capacities as such), remise, release and forever discharge the Company and its subsidiaries, their respective successors and assigns, and all Persons who at any time prior to the Closing Date have been shareholders, directors, officers, agents or employees of the Company or any of its subsidiaries (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from any facts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Closing Date, including in connection with the transactions and all other activities to implement the Separation and the Initial Public Offering. (c) Nothing contained in Section 4.1(a) or (b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings that are specified in Section 2.6(b) or the applicable Schedules thereto not to terminate as of the Closing Date, in each case in accordance with its terms. Nothing contained in Section 4.1(a) and (b) shall release any Person from: (i) any Liability provided in or resulting from the Agreement, any Ancillary Agreement and any other agreement between the Company and any member of the SGI Group that is specified in Section 2.6(b) or the applicable Schedules thereto as not to terminate as of the Closing Date, or any other Liability specified in Schedule 2.6(b) as not to terminate as of the Closing Date; (ii) any Liability, contingent or otherwise, assumed, transferred or assigned to such Person in accordance with, or any other Liability of any Person under, this Agreement or any Ancillary Agreement; (iii) any Liability for the sale, lease or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by the Company from any member of the SGI Group or by any member of the SGI Group from the Company; (iv) any Liability that the parties may have with respect to indemnification or contribution pursuant to this Agreement or any Ancillary Agreement for claims brought against the parties by third Persons, which Liability shall be governed by the provisions of this Article IV and, if applicable, the appropriate provisions of the Ancillary Agreements; or (v) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 4.1; provided that the parties agree not to bring suit or permit any of their subsidiaries to bring suit against any Person with respect to any Liability to the extent that such Person would be released with respect to such Liability by this Section 4.1 but for the provision of this clause (v). (d) The Company shall not make, and shall not permit any of its subsidiaries to make, any claim or demand or commence any Action asserting any claim or demand, including any claim of contribution or indemnification, against Silicon Graphics or any member of the SGI Group or any other Person released pursuant to Section 4.1(a), with respect to any Liabilities released pursuant to Section 4.1(a). Silicon Graphics shall not make, and shall not permit any member of the SGI Group to make, any claim or demand or commence any Action asserting any claim or demand, including any claim of contribution or indemnification, against the Company or any of its subsidiaries or any other Person released pursuant to Section 4.1(b), with respect to any Liabilities released pursuant to Section 4.1(b). (e) It is the intention of each of Silicon Graphics and the Company by virtue of the provisions of this Section 4.1 to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or failed to occur and all conditions existing or alleged to have existed on or before the Closing Date, between or among the Company or any of its subsidiaries, on the one hand, and Silicon Graphics or any member of the SGI Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among such Persons on or before the Closing Date), except as expressly set forth in Section 4.1(c). At any time, at the request of any other party, each party shall execute and deliver, or shall cause such other appropriate Persons to execute and deliver, releases reflecting the provisions hereof. The foregoing release is intended as a general release of all such Liabilities, and each party hereby waive the provisions of California Civil Code section 1542, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected the settlement with the debtor." Section 4.2. Indemnification by the Company. Except as provided in Section 4.5 and except as otherwise expressly provided in any of the Ancillary Agreements, from and after the Closing Date, the Company shall indemnify, defend and hold harmless Silicon Graphics, each member of the SGI Group and each of their respective directors, officers and employees and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "SGI Indemnitees") from and against any and all Liabilities of the SGI Indemnitees relating to, arising out of or resulting from any of the following items (without duplication): (a) The failure of the Company or any other Person to pay, perform or otherwise promptly discharge any Company Liability or Company Contract in accordance with their respective terms, whether prior to or after the Closing Date or the date hereof; (b) The Company Business, any Company Asset or Company Liability or any Company Contract; (c) Any breach by the Company or any of its subsidiaries of this Agreement or any of the Ancillary Agreements; and (d) Any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in the Registration Statement or Prospectus. Section 4.3. Indemnification by Silicon Graphics. Except as provided in Section 4.5 and except as otherwise expressly provided in any of the Ancillary Agreements, from and after the Closing Date, Silicon Graphics shall indemnify, defend and hold harmless the Company and each of its subsidiaries and each of their respective directors, officers and employees and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Company Indemnitees") from and against any and all Liabilities of the Company Indemnitees relating to, arising out of or resulting from any of the following items (without duplication): (a) The failure of Silicon Graphics or any other member of the SGI Group or any other Person to pay, perform or otherwise promptly discharge any Liability of the SGI Group other than the Company Liabilities in accordance with its terms, whether prior to or after the Closing Date or the date hereof; (b) Any Liability of any member of the SGI Group other than the Company Liabilities; and (c) Any breach by Silicon Graphics or any member of the SGI Group of this Agreement or any of the Ancillary Agreements. Section 4.4. Notice and Payment of Claims. If any SGI Indemnitee or Company Indemnitee (the "Indemnified Party") determines that it is or may be entitled to indemnification under this Article IV (other than in connection with any Action subject to Section 4.5), the Indemnified Party shall deliver to the person from whom such indemnification is sought (the "Indemnifying Party"), a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within 30 days after receipt of such notice, either (i) pay the Indemnified Party such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) or (ii) object to the claim for indemnification or the amount thereof by giving the Indemnified Party written notice setting forth the grounds therefor. Any objection shall be resolved in accordance with Article VII. If the Indemnifying Party does not give such notice within such 30 day period, the Indemnifying Party shall be deemed to have acknowledged its liability for such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect such amount. Section 4.5. Notice and Defense of Third-Party Claims. Promptly following the earlier of (A) receipt of written notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (B) receipt of written information from a third party alleging the existence of a claim against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a "Third-Party Claim"), the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. Failure of the Indemnified Party to give notice as provided in this Section 4.5 shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is prejudiced by such failure to give notice. Such notice shall describe the Third-Party Claim in reasonable detail. (a) Within 30 days after receipt of such notice, the Indemnifying Party may by giving written notice thereof to the Indemnified Party, (i) elect to assume the defense of such Third-Party Claim at its sole cost and expense or (ii) object to the claim of indemnification for such Third-Party Claim setting forth the grounds therefor. Any objection shall be resolved in accordance with Article VII. If the Indemnifying Party does not within such 30 day period give the Indemnified Party such notice, the Indemnifying Party shall be deemed to have acknowledged its liability for such Third-Party Claim. (b) Any defense of a Third-Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by counsel employed by the Indemnifying Party and reasonably satisfactory to Silicon Graphics in the case of SGI Indemnitees and the Company in the case of Company Indemnitees. The Indemnified Party shall have the right to participate in such proceedings and to be represented by counsel of its own choosing at the Indemnified Party's sole cost and expense; provided that if the defendants or parties against which relief is sought in any such claim include both the Indemnifying Party and one or more Indemnified Parties and, in the reasonable judgment of Silicon Graphics in the case of SGI Indemnitees and the Company in the case of Company Indemnitees, a conflict of interest between such Indemnified Parties and such Indemnifying Party exists in respect of such claim, such Indemnified Parties shall have the right to employ one firm of counsel selected by Silicon Graphics for SGI Indemnitees or the Company for Company Indemnitees and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel reasonably satisfactory to the Indemnifying Party) shall be paid by such Indemnifying Party. (c) If the Indemnifying Party assumes the defense of a Third-Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided that without the prior written consent of Silicon Graphics in the case of SGI Indemnitees and the Company in the case of Company Indemnitees, the Indemnifying Party may not agree to any such settlement unless as a condition to such settlement the Indemnified Party receives a written release from any and all liability relating to such Third-Party Claim and such settlement or compromise does not include any remedy or relief to be applied to or against the Indemnified Party, other than monetary damages for which the Indemnifying Party shall be responsible hereunder. (d) If the Indemnifying Party does not assume the defense of a Third-Party Claim for which it has acknowledged liability for indemnification under this Article IV, Silicon Graphics in the case of SGI Indemnitees and the Company in the case of Company Indemnitees may pursue the defense of such Third-Party Claim and choose one firm of counsel in connection therewith. The Indemnifying Party is required to reimburse Silicon Graphics or the Company, as the case may be, on a current basis for its reasonable expenses of investigation, reasonable attorney's fees and reasonable out-of-pocket expenses incurred by Silicon Graphics in the case of SGI Indemnitees and the Company in the case of Company Indemnitees in defending against such Third-Party Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto, provided that the Indemnifying Party shall not be liable for any settlement effected without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. (e) The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) no later than the later of (i) the date on which the Indemnified Party makes any payment in satisfaction (partial or otherwise) of the Third-Party Claim or (ii) the date on which such Indemnifying Party's objection, if any, to its responsibility for indemnification under this Article IV has been resolved pursuant to Article VII or by settlement or compromise or the final nonappealable judgment of a court of competent jurisdiction. Section 4.6. Insurance Proceeds. The amount that any Indemnifying Party is or may be required to pay to any Indemnified Party pursuant to this Article IV shall be reduced (including, without limitation, retroactively) by any insurance proceeds or other amounts actually recovered by or on behalf of such Indemnified Parties in reduction of the related Liability. If an Indemnified Party shall have received the payment required by this Agreement from an Indemnifying Party in respect of a Liability and shall subsequently actually receive insurance proceeds, or other amounts in respect of such Liability as specified above, then such Indemnified Party shall pay to such Indemnifying Party a sum equal to the amount of such insurance proceeds or other amounts actually received after deducting therefrom all of the Indemnifying Party's costs and expenses associated with such Liability. Section 4.7. Contribution. If the indemnification provided for in this Article IV is unavailable to an Indemnified Party in respect of any Liability arising out of or related to information contained in or omitted from the Registration Statement, then the Company Indemnitees, or SGI Indemnitees, as the case may be, in lieu of indemnifying the SGI Indemnitees or Company Indemnitees, as the case may be, shall contribute to the amount paid or payable by the SGI Indemnitees or the Company Indemnitees, as the case may be, as a result of such Liability in such proportion as is appropriate to reflect the relative fault of the Company, on the one hand, and Silicon Graphics, on the other hand, in connection with the statements or omissions which resulted in such Liability. The relative fault of the Company Indemnitees on the one hand and of the SGI Indemnitees on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information concerning the Company on the one hand or Silicon Graphics on the other hand. Section 4.8. Subrogation. In the event of payment by an Indemnifying Party to any Indemnified Party in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the first place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right or claim relating to such Third-Party Claim. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim. Section 4.9. No Third-Party Beneficiaries. This Article IV shall inure to the benefit of, and be enforceable by Silicon Graphics, the SGI Indemnitees, the Company and the Company Indemnitees and their respective successors and permitted assigns. The indemnification provided for by this Article IV shall not inure to the benefit of any other third party or parties and shall not relieve any insurer who would otherwise be obligated to pay any claim of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, provide any subrogation rights with respect thereto and each party agrees to waive such rights against the other to the fullest extent permitted. Section 4.10. Remedies Cumulative. The remedies provided in this Article IV shall be cumulative and shall not preclude assertion by any Indemnified Party of any other rights or the seeking of any and all other remedies against an Indemnifying Party. The procedures set forth in this Article IV, however, shall be the exclusive procedures governing any indemnity action brought under this Article IV or otherwise relating to Liabilities. Section 4.11. Survival of Indemnities. The rights and obligations of each of Silicon Graphics and the Company and their respective Indemnitees under this Article IV shall survive the sale or other transfer by it of any assets or businesses or the assignment by it of any Liabilities. Section 4.12. After-Tax Indemnification Payments. Except as otherwise expressly provided herein or in an Ancillary Agreement, indemnification payments made by either party under this Article shall give effect to, and be reduced by the value of, any and all applicable deductions, losses, credits, offsets or other items for Federal, state or other tax purposes attributable to the payment of the indemnified liability by the Indemnified Party.

ARTICLE V CERTAIN ADDITIONAL MATTERS Section 5.1. Ancillary Agreements. On or prior to the Closing Date, Silicon Graphics and the Company shall execute and deliver the Ancillary Agreements. Section 5.2. Company Officers and Board of Directors. On or prior to the Closing Date, Silicon Graphics shall take and shall cause the Company to take all actions necessary to appoint as officers and directors of the Company those persons named in the Registration Statement to constitute the officers and directors of the Company on the Closing Date. Section 5.3. The Company Certificate of Incorporation and Bylaws. Prior to the Closing Date, Silicon Graphics shall take all action necessary to cause the Company Certificate and Company Bylaws to be amended and restated substantially in the form attached to the Registration Statement as exhibits thereto. Section 5.4. Insurance Policies and Claims Administration. (a) Maintenance of Insurance Coverage Following the Closing Date. Silicon Graphics shall use reasonable efforts to maintain in full force and effect at all times during the period in which Silicon Graphics owns in excess of fifty percent (50%) of the outstanding voting stock of the Company, for the benefit of the Company, (i) as "excess" coverage, general liability, workers' compensation, property, and electronic errors and omissions policies of insurance, and (ii) as "primary" coverage, directors and officer's liability policies of insurance (collectively, the "Policies" and individually, a "Policy"); provided, however, Silicon Graphics shall have the right, in its sole discretion, to modify any such Policy or Policies (including, without limitation, with respect to coverage limits, covered locations, co-insurance, deductibles and exclusions), cancel or replace any such Policy or Policies at any time and from time to time; and provided, further, however, that nothing contained herein shall be construed to require Silicon Graphics to pay any additional premium or other charges in respect to, or waive or otherwise limit any of its rights, benefits or privileges under, any such Policy or Policies. (b) Company Responsible for Establishing Insurance Coverage. (i) If, as a result of any modification, cancellation or replacement of any Policy or Policies the Company's insurance coverage is insufficient in any respect, and (ii) from and after such time as Silicon Graphics ceases to own in excess of fifty percent (50%) of the outstanding voting stock of the Company, the Company shall be responsible for establishing and maintaining its own separate insurance policies (including, without limitation, primary and excess general liability, automobile, workers' compensation, property, director and officer liability, fire, crime, surety, electronics errors and omissions and other similar insurance policies). Notwithstanding any other agreement or understanding to the contrary, neither Silicon Graphics nor any of its subsidiaries shall have any liability or obligation to the Company or its subsidiaries with regard to matters now or hereafter covered under any Policy or Policies for any period, whether arising prior to, on or after the Closing Date. For so long as Silicon Graphics owns greater than fifty percent (50%) of the Company, the Company shall name Silicon Graphics as an additional insured on all primary and excess general liability and automobile liability insurance policies and provide Silicon Graphics with a certificate of insurance evidencing such coverages and additional insured status. (c) Administration and Procedure. Silicon Graphics shall have the right to administer any claims made under any Policy. The Company shall notify Silicon Graphics of any claim relating to the Company or a subsidiary thereof under one or more of the Policies, and the Company agrees to cooperate and coordinate with Silicon Graphics concerning any strategy Silicon Graphics may elect to pursue to secure coverage and payment for such claim by the appropriate insurance carrier. Notwithstanding anything contained herein, in any other agreement or applicable Policy or any understanding to the contrary, the Company assumes responsibility for, and shall pay to the appropriate insurance carriers or otherwise, any premiums, retrospectively-rated premiums, defense costs, indemnity payments, deductibles, retentions or other charges, as appropriate (collectively, "Insurance Charges"), whenever arising, which shall become due and payable under the terms and conditions of any applicable Policy in respect of any liabilities, losses, claims, actions or occurrences, whenever arising or becoming known, involving or relating to any of the assets, businesses, operations or liabilities of the Company or any of its subsidiaries. To the extent that the terms of any applicable Policy provide that Silicon Graphics or a subsidiary thereof, as appropriate, shall have an obligation to pay or guarantee the payment of any Insurance Charges, Silicon Graphics or such subsidiary shall be entitled to demand that the Company or a subsidiary thereof make such payment directly to the person or entity entitled thereto. In connection with any such demand, Silicon Graphics shall submit to the Company or a subsidiary thereof a copy of any invoice received by Silicon Graphics or a subsidiary pertaining to such Insurance Charges, together with appropriate supporting documentation, if available. In the event that the Company or its subsidiary fails to pay any Insurance Charges when due and payable, whether at the request of the party entitled to payment or upon demand by Silicon Graphics or a subsidiary of Silicon Graphics, Silicon Graphics or a subsidiary of Silicon Graphics may (but shall not be required to) pay such Insurance Charges for and on behalf of the Company or its subsidiary and, thereafter, the Company or its subsidiary shall forthwith reimburse Silicon Graphics or such subsidiary of Silicon Graphics for such payment.

ARTICLE VI ACCESS TO INFORMATION Section 6.1. Provision of Corporate Records. Each of Silicon Graphics and the Company shall arrange as soon as practicable following the Closing Date for the provision to the other of existing corporate governance documents (e.g. minute books, stock registers, stock certificates, documents of title, etc.) in its possession relating to the other or to its business and affairs. Section 6.2. Access to Information. From and after the Closing Date, each of Silicon Graphics and the Company shall afford the other, including its accountants, counsel and other designated representatives, reasonable access (including using reasonable efforts to give access to persons or firms possessing information) and duplicating rights during normal business hours to all records, books, contracts, instruments, computer data and other data and information in such party's possession relating to the business and affairs of the other (other than data and information subject to an attorney/client or other privilege), insofar as such access is reasonably required by the other party including, without limitation, for audit, accounting and litigation purposes, as well as for purposes of fulfilling disclosure and reporting obligations. Section 6.3. Litigation Cooperation. Each of Silicon Graphics and the Company shall use reasonable efforts to make available to the other, upon written request, its officers, directors, employees and agents as witnesses to the extent that such persons may reasonably be required in connection with any legal, administrative or other proceedings arising out of the business of the other prior to the Closing Date in which the requesting party may from time to time be involved. Section 6.4. Reimbursement. Each party providing witnesses under Section 6.3 to the other shall be entitled to receive from the party for whom the witness is provided, upon the presentation of invoices therefor, payment for all out-of-pocket costs and expenses as may be reasonably incurred in providing such witnesses. Section 6.5. Retention of Records. Except as otherwise required by law or agreed to in writing, each party shall, and shall cause each of its respective subsidiaries to, retain all information relating to the other party's business in accordance with such party's written record retention policy or, if no such policy exists, the past practice of such party. Notwithstanding the foregoing and except as provided in any Ancillary Agreement, any party may destroy or otherwise dispose of any such information at any time upon not less than ten (10) days prior written notice to the other party, specifying the information proposed to be destroyed or disposed of; provided, however, that if the recipient of such notice shall request in writing prior to the scheduled date for such destruction or disposal that any of the information proposed to be destroyed or disposed of be delivered to such requesting party, the party proposing the destruction or disposal shall promptly arrange for the delivery of such of the information as was requested at the expense of the requesting party. Except as provided in the Tax Sharing Agreement or otherwise required by law or agreed to in writing, either party shall have the right to destroy or otherwise dispose of any such information at any time after the second anniversary of this Agreement. Section 6.6. Confidentiality. Subject to Section 6.7, each party and each of its subsidiaries shall hold and shall cause its respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law, all confidential, trade secret or proprietary information concerning the other party, except to the extent that such information can be shown to have been (i) in the public domain through no fault of such party, (ii) later lawfully acquired on a non-confidential basis from other sources by the party to which it was furnished, (iii) independently generated without reference to any proprietary or confidential information of the other party, or (iv) information that may be disclosed pursuant to any Ancillary Agreement. Neither party shall release or disclose any such information to any other person, except its auditors, attorneys, financial advisors, bankers and other consultants and advisors who shall be advised of and agree to comply with the provisions of this Section 6.6. Section 6.7. Protective Arrangements. In the event that any party hereto (or any of its subsidiaries) either determines on the advice of its counsel that it is required to disclose any information pursuant to applicable law or receives any demand under lawful process or from any Governmental Authority to disclose or provide information of any other party hereto (or any of its subsidiaries) that is subject to the confidentiality provisions hereof, such party shall notify the other party prior to disclosing or providing such information and shall cooperate at the expense of the requesting party in seeking any reasonable protective arrangements requested by such other party. Subject to the foregoing, the Person that received such request may thereafter disclose or provide information to the extent required by such law (as so advised by counsel) or by lawful process or such Governmental Authority. Section 6.8. Mail. After the Closing Date, each of Silicon Graphics and the Company may receive mail, telegrams, packages and other communications property belonging to the other. Accordingly, at all times after the Closing Date, each of Silicon Graphics and the Company authorizes the other to receive and open all mail, telegrams, packages and other communications received by it and not unambiguously intended for the other party or any of the other party's officers or directors specifically in their capacities as such, and to retain the same to the extent that they relate to the business of the receiving party or, to the extent that they do not relate to the business of the receiving party and do relate to the business of the other party, or to the extent that they relate to both businesses, the receiving party shall promptly contact the other party by telephone for delivery instructions and such mail, telegrams, packages or other communications (or, in case the same relate to both businesses, copies thereof) shall promptly be forwarded to the other party in accordance with its delivery instructions. The foregoing provisions of this Section 6.8 shall constitute full authorization to the postal authorities, all telegraph and courier companies and all other persons to make deliveries to Silicon Graphics or the Company, as the case may be, addressed to either of them or to any of their officers or directors specifically in their capacities as such. The provisions of this Section 6.8 are not intended to and shall not be deemed to constitute an authorization by either Silicon Graphics or the Company to permit the other to accept service of process on its behalf, and neither party is or shall be deemed to be the agent of the other for service of process purposes or for any other purpose.

ARTICLE VII DISPUTE RESOLUTION Section 7.1. Agreement to Mediate. Except as otherwise specifically provided in any Ancillary Agreement, the procedures for discussion, negotiation and mediation set forth in this Article VII shall apply to all disputes, controversies or claims (whether sounding in contract, tort or otherwise) that may arise out of or relate to, or arise under or in connection with this Agreement or any Ancillary Agreement, or the transactions contemplated hereby or thereby (including all actions taken in furtherance of the transactions contemplated hereby or thereby on or prior to the date hereof), or the commercial or economic relationship of the parties relating hereto or thereto, between Silicon Graphics and its subsidiaries and the Company and its subsidiaries. Section 7.2. Escalation. It is the intent of the parties to use their respective reasonable best efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, any party involved in a dispute, controversy or claim may deliver a notice (an "Escalation Notice") demanding an in person meeting involving representatives of the parties at a senior level of management of the parties (or if the parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of each party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the parties may be established by the parties from time to time; provided, however, that the parties shall use their reasonable best efforts to meet within 30 days of the Escalation Notice. Section 7.3. Demand for Mediation. At any time after the first to occur of (i) the date of the meeting actually held pursuant to the applicable Escalation Notice or (ii) 90 days after the delivery of an Escalation Notice (as applicable, the "Mediation Demand Date"), any party involved in the dispute, controversy or claim (regardless of whether such party delivered the Escalation Notice) may make a written demand (the "Mediation Demand Notice") that the dispute be submitted to mediation. Any opinion expressed by the mediator shall not be binding on the parties, nor shall any opinion expressed by the mediator be admissible in any subsequent proceedings. The mediator may be chosen from a list of mediators previously selected by the parties or by other agreement of the parties. Costs of the mediation shall be borne equally by the parties involved in the matter, except that each party shall be responsible for its own attorney's fees and other costs and expenses. The site of the mediation shall be Mountain View, California, unless otherwise agreed by the parties. No party may assert that the failure to resolve any matter during any discussions or negotiations, the course of conduct during the discussions or negotiations or the failure to agree on a mutually acceptable time, agenda, location or procedures for the meeting, in each case, as contemplated by Section 7.2, is a prerequisite to a demand for meditation under Section this 7.3. Section 7.4. Certain Additional Matters. (a) Either party may apply to any court having jurisdiction and seek injunctive relief so as to maintain the status quo until such time as the mediation is concluded or the controversy is otherwise resolved. (b) Except as required by law, the parties shall hold, and shall cause their respective officers, directors, employees, agents and other representatives to hold, the existence, content and result of mediation in confidence in accordance with the provisions of Article VI. Each of the parties shall request that any mediator comply with such confidentiality requirement. (c) Notwithstanding anything herein to the contrary, in the event that any party determines in good faith that the amount in controversy in any dispute, controversy or claim (or any series of related disputes, controversies or claims) under this Agreement or any Ancillary Agreement is, or is reasonably likely to be, in excess of $30 million, the provisions of Section 7.3 shall not apply and any party may elect, in lieu of mediation, to commence an Action with respect to such dispute, controversy or claim (or such series of related disputes, controversies or claims) in any court of competent jurisdiction. Section 7.5. Continuity of Service and Performance. Unless otherwise agreed in writing, the parties will continue to provide service and honor all other commitments under this Agreement and each Ancillary Agreement during the course of dispute resolution pursuant to the provisions of this Article VII with respect to all matters not subject to such dispute, controversy or claim.

ARTICLE VIII MISCELLANEOUS Section 8.1. Termination. This Agreement may be terminated and the Separation and/or the Initial Public Offering may be deferred, modified or abandoned at any time prior to the Closing Date by and in the sole discretion of the Board of Directors of Silicon Graphics without the approval of the Company. In the event of such termination, no party hereto (or any of its respective directors or officers) shall have any liability to any other party pursuant to this Agreement. Section 8.2. Expenses. (a) Except as specifically provided in this Agreement or in an Ancillary Agreement, all costs and expenses incurred in connection with the interpretation, execution, delivery and implementation of this Agreement and with the consummation of the transactions contemplated by this Agreement shall be paid by the party incurring the expense. The determination of who has incurred an expense shall be made by the Chief Financial Officer of Silicon Graphics, which determination shall be binding and final upon each of the parties hereto and not subject to further review. (b) Underwriting commissions and discounts attributable to the shares of Common Stock sold by each of the parties hereto in the Initial Public Offering shall be paid by the party selling such shares. (c) It is understood and agreed that the Company and Silicon Graphics shall pay the legal, filing, accounting, printing and other out-of-pocket expenditures in connection with (i) the preparation, printing and filing of the Registration Statement and (ii) sale of the shares of Common Stock in the Initial Public Offering, including, without limitation, third-party costs, fees and expenses relating to the Initial Public Offering, all of the reimbursable expenses of the Underwriters pursuant to the Underwriting Agreement, and all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, in the same proportion as the number of shares of Common Stock sold by each of them in the Initial Public Offering bears to the total number of shares sold in the Initial Public Offering (in each case exclusive of any over-allotment option of the Underwriters under the Underwriting Agreement). Section 8.3. Notices. All notices and communications under this Agreement shall be in writing and any communication or delivery hereunder shall be deemed to have been duly given when received addressed as follows: If to Silicon Graphics, to: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: General Counsel Facsimile Number: (▇▇▇) ▇▇▇-▇▇▇▇ If to the Company, to: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: General Counsel Facsimile Number: (▇▇▇) ▇▇▇-▇▇▇▇ Any party may, by written notice so delivered to the other party, change the address to which delivery of any notice shall thereafter be made. Section 8.4. Amendment and Waiver. This Agreement may not be altered or amended, nor may rights hereunder be waived, except by an instrument in writing executed by the party or parties to be charged with such amendment or waiver. No waiver of any terms, provision or condition of or failure to exercise or delay in exercising any rights or remedies under this Agreement, in any one or more instances shall be deemed to be, or construed as, a further or continuing waiver of any such term, provision, condition, right or remedy or as a waiver of any other term, provision or condition of this Agreement. Section 8.5. Counterparts. This Agreement may be executed in one or more counterparts each of which shall be deemed an original instrument, but all of which together shall constitute but one and the same Agreement. Section 8.6. Governing Law; Jurisdiction; Forum. This Agreement shall be construed in accordance with, and governed by, the laws of the State of California, without regard to the conflicts of law rules of such state. Each party hereto expressly submits and consents in advance to the non-exclusive jurisdiction of the State and Federal courts sitting in the City of San Francisco, State of California, in any Action between the parties arising under this Agreement or under any Ancillary Agreement, and hereby waives any claim that any such state or federal court is an inconvenient or improper forum. Section 8.7. Entire Agreement. This Agreement including the schedules hereto, together with the Ancillary Agreements, constitute the entire understanding of the parties hereto with respect to the subject matter hereof, superseding all negotiations, prior discussions and prior agreements (including without limitation, the Prior Separation Agreement) and understandings relating to such subject matter. To the extent that the provisions of this Agreement are inconsistent with the provisions of any Ancillary Agreement, the provisions of such Ancillary Agreement shall prevail. Section 8.8. Parties in Interest. Neither of the parties hereto may assign its rights or delegate any of its duties under this Agreement without the prior written consent of each other party. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns. Nothing contained in this Agreement, express or implied, is intended to confer any benefits, rights or remedies upon any person or entity other than Silicon Graphics and the Company, and Silicon Graphics Indemnitees and Company Indemnitees under Article IV hereof. Section 8.9. Tax Sharing Agreement. Notwithstanding any other provision of this Agreement to the contrary, any and all matters relating to Taxes shall be exclusively governed by the Tax Sharing Agreement. Section 8.10. Further Assurances and Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the parties hereto will use its reasonable efforts to (i) execute and deliver such further instruments and documents and take such other actions as any other party may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof and (ii) take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable laws, regulations and agreements or otherwise to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, using its reasonable efforts to obtain any Consents and to make any filings and applications necessary or desirable in order to consummate the transactions contemplated by this Agreement; provided that no party hereto shall be obligated to pay any consideration therefor (except for filing fees and other similar charges) to any third party from whom such Consents and amendments are requested or to take any action or omit to take any action if the taking of or the omission to take such action would be unreasonably burdensome to the party or its business. Section 8.11. Exhibits and Schedules. The Exhibits and Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Section 8.12. Legal Enforceability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without prejudice to any rights or remedies otherwise available to any party hereto, each party hereto acknowledges that damages would be an inadequate remedy for any breach of the provisions of this Agreement and agrees that the obligations of the parties hereunder shall be specifically enforceable. Section 8.13. Titles and Headings. Titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement on the day and year first above written.

		SILICON GRAPHICS, INC.
		By:	Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Sr. V.P., Corporate Operations & Secretary
		MIPS TECHNOLOGIES, INC.
		By:	Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Executive Officer and President Schedule 1.1(a) Company Contracts The detailed list of Company Contracts, including the appropriate contracts with NEC Corporation, Toshiba Corporation, LSI Logic Corporation, Philips Electronics N.V., Integrated Device Technology, NKK Corporation and Quantum Effect Design, Inc., is included in this Schedule and is effective as of the Closing Date. Schedule 1.1(b) Company Contracts to SGI The detailed list of Company Contracts to SGI is included in this Schedule and is effective as of the Closing Date. Schedule 2.1(a)(i) Tangible Personal Property The detailed list of Tangible Personal Property is included in this Schedule and is effective as of the Closing Date. Schedule 2.1(a)(ii) Inventory The detailed list of Inventory is included in this Schedule and is effective as of the Closing Date. Schedule 2.1(a)(iii) Receivables The detailed list of Receivables is included in this Schedule and is effective as of the Closing Date. Schedule 2.1(a)(ix) Sales and Promotional Material The detailed list of Sales and Promotional Material is included in this Schedule and is effective as of the Closing Date. Schedule 2.1(a)(x) Governmental Permits and Approvals The detailed list of Governmental Permits and Approvals is included in this Schedule and is effective as of the Closing Date. Schedule 2.1(a)(xii) Royalties The detailed list of Royalties is included in this Schedule and is effective as of the Closing Date. Schedule 2.1(b)(i) Excluded Assets The detailed list of Excluded Assets is included in this Schedule and is effective as of the Closing Date. Schedule 2.2(a)(iv) Liabilities The detailed list of Liabilities is included in this Schedule and is effective as of the Closing Date. [That certain Action described as MIPS TECHNOLOGIES, INC. v. LEXRA, INC.] Schedule 2.2(b)(i) Excluded Liabilities The detailed list of Excluded Liabilities is included in this Schedule and is effective as of the Closing Date. Schedule 2.6(b) Agreements not to Terminate The detailed list of Agreements not to Terminate is included in this Schedule and is effective as of the Closing Date. Schedule 2.3(b) Joint Contracts The detailed list of Joint Contracts is included in this Schedule and is effective as of the Closing Date. QuickLinks AMENDED AND RESTATED SEPARATION AGREEMENT TABLE OF CONTENTS AMENDED AND RESTATED SEPARATION AGREEMENT RECITALS ARTICLE I DEFINITIONS ARTICLE II TRANSFER OF ASSETS AND ASSUMPTION OF LIABILITIES ARTICLE III THE SEPARATION AND THE INITIAL PUBLIC OFFERING ARTICLE IV INDEMNIFICATION ARTICLE V CERTAIN ADDITIONAL MATTERS ARTICLE VI ACCESS TO INFORMATION ARTICLE VII DISPUTE RESOLUTION ARTICLE VIII MISCELLANEOUS Schedule 1.1(a) Company Contracts Schedule 1.1(b) Company Contracts to SGI Schedule 2.1(a)(i) Tangible Personal Property Schedule 2.1(a)(ii) Inventory Schedule 2.1(a)(iii) Receivables Schedule 2.1(a)(ix) Sales and Promotional Material Schedule 2.1(a)(x) Governmental Permits and Approvals Schedule 2.1(a)(xii) Royalties Schedule 2.1(b)(i) Excluded Assets Schedule 2.2(a)(iv) Liabilities Schedule 2.2(b)(i) Excluded Liabilities Schedule 2.6(b) Agreements not to Terminate Schedule 2.3(b) Joint Contracts

Prepared by MERRILL CORPORATION www.edgaradvantage.com QuickLinks AMENDED AND RESTATED SEPARATION AGREEMENT

QuickLinks

Document Metadata

Document Metadata

Table of Contents