[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Schedule 1 - Definitions

Schedule 2 - Business Sellers, Business / Business Assets, Business Purchasers

Schedule 3 - Business Employees

Schedule 4 - Retirement Benefit Arrangements

Schedule 5 - Closing

Schedule 6 - Agreed Terms Transitional Services Agreement

Schedule 7 - Seller's Warranties

Schedule 8 - Additional Amount

Schedule 9 - Disclosure Letter

Schedule 10 - Individuals deemed to have knowledge in respect of relevant Seller's Warranties

Schedule 11 - Agreed Terms Intellectual Property Transfer and License Agreement

Schedule 12 - Key Terms Manufacturing & Supply Agreement

Schedule 13 - Purchaser's Warranties

Schedule 14 - Data Room Index

Schedule 15 - Material Contracts

Schedule 16 - Agreed Terms Escrow Agreement

Schedule 17 - Key Employees

Schedule 18 - Allocation

made available to the Purchaser and its Representatives;

In this Agreement, unless the context otherwise requires, the provisions in this Clause 1 (including Schedule 1) apply throughout.

References to:

the Seller's Group on and subject to the terms and conditions set out in this Agreement.

or (iii) arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Closing Date that, with notice or lapse of time, would constitute or result in a breach of any such Contracts.

extent necessary to give effect to the provisions of this Agreement.

Business Seller shall provide a VAT invoice to the relevant Business Purchaser and within five (5) Business Days following receipt of such valid invoice, such Business Purchaser shall pay to such Business Seller the amount of VAT due with respect to the such Business Assets; provided, that any interest or penalties relating thereto shall be borne by the relevant Business Seller.

Closing shall be conditional on satisfaction or waiver of the following Conditions Precedent:

procedures with the Works Councils in accordance with the Laws of the relevant jurisdiction; and

licensors, licensees and others having business dealings with the Business, in each case, consistent with past practice and policies;

Contract with a labour union or collective bargaining agreement;

any annual Tax accounting period; make or change any Tax election; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; file any amended Tax Return; enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, transfer pricing agreement or closing agreement relating to any Tax; surrender any right to claim a Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; in each case unless such action is required by Law or applicable accounting principles and to the extent such action could reasonably be expected to affect the Business Assets or the Business after the Closing or affect any Liability of the Purchaser or its affiliates for any Tax;

provided, that Closing shall not occur before the Target Closing Date.

a trust account of De Brauw Trust, on the Business Day before the Closing Date. Upon receipt, De Brauw Trust will hold the amount for and on behalf of the Purchaser until all Conditions Precedent are satisfied or waived and the Closing obligations referred to in

Schedule 5 for which the Seller is responsible, have been performed, after which De Brauw Trust will hold the Purchase Price for and on behalf of the Seller and shall pay such amount in accordance with the Seller's instructions.

which notice shall not affect the Seller’s right to make the relevant claim under this Agreement except to the extent the Purchaser has been actually and materially prejudiced as a result of such failure.

administrative expenses incurred by the Purchaser in connection with receipt and payment of any such Pre-Closing Receivable, to the Seller or a designated other member of the Seller's Group as soon as reasonably practicable.

The Seller shall hold or procure the holding of such Non-Transferred Activities in trust for the Purchaser or the relevant other member of the Purchaser's Group until title in such Non-Transferred Activities is effectively vested in the Purchaser or the relevant other member of the Purchaser's Group.

The Purchaser shall hold or procure the holding of such Transferred Activities in trust for the Seller or the relevant other member of the Seller's Group until such Transferred Activities are effectively transferred to and assumed by the Seller or the relevant other member of the Seller's Group.

to rebrand Company Products manufactured after Closing to the Purchaser’s name, logo and lettering as soon as reasonably practicable after Closing, but in any event within one (1) year after Closing. The Purchaser shall use good faith effort to sell off all the Inventory transferred to it at Closing as soon as practicable after Closing.

number of days of such Straddle Tax Period, and the Seller shall be liable for the proportionate amount of such Local Taxes that is attributable to the Pre-Closing Tax Period within such Straddle Tax Period, and the Purchaser shall be liable for the proportionate amount of such Local Taxes that is attributable to the Post-Closing Tax Period within such Straddle Tax Period. Any refund, rebate, abatement or other recovery of such Local Taxes attributable to the Pre-Closing Tax Period shall be for the account of the Seller, and any refund, rebate, abatement or other recovery of such Local Taxes attributable to the Post-Closing Tax Period shall be for the account of the Purchaser. Upon receipt of any bill for such Local Taxes or, if applicable, upon payment of such Local Taxes, the Purchaser or the Seller, as applicable, shall present a notice to the other setting forth the amount of reimbursement to which each is entitled under this Clause 7.7.3 together with such supporting evidence as is reasonably necessary to calculate the proration amount.

other than the Seller's Warranties and the other representations and warranties of the Seller in this Agreement.

action, suit, claim or other Proceeding whether involving a third party claim or a claim solely between the Parties hereto or their respective affiliates (with the amount of such Losses determined without regard to any materiality qualification contained in any representation, warranty or covenant giving rise to the claim for indemnity hereunder), suffered by the Purchaser, any affiliate of the Purchaser, or any of their respective successors and assignees and incurred in connection with, arising out of, resulting from or incident to any (A) breach of any of the Seller’s Warranties (each such breach of warranty a “Warranty Breach”) made by the Seller herein, (B) Excluded Liabilities or (C) Fully Indemnified Liabilities.

provided, that, subject to Clause 9.9.1, the aggregate liability of the Seller in respect of all claims under this Agreement shall not exceed the Purchase Price.

Purchaser Indemnified Party claims to have so incurred or suffered or could reasonably be expected to incur or suffer.

No delay in providing such Claim Notice shall affect a Purchaser Indemnified Party’s rights hereunder, unless (and then only to the extent that) the Seller is materially prejudiced thereby.

any such claim or liability; provided, however, that the Purchaser shall control the conduct of any related proceedings, negotiations or appeals; provided, further, that this Clause 10.5.1(b) shall not apply to any audit or other governmental proceeding relating to Taxes of the Purchaser and its affiliates; and

Transaction to leave his or her employment with any member of the Seller’s Group, whether or not such employee would thereby commit a breach of his contract of service; provided, that the placing of an advertisement of a post available to a member of the public generally and the recruitment of a person through an employment agency shall not constitute a breach of this Clause 11.2.1, in each such case, where such action is not directed or focused on employees of the Seller’s Group and no member of the Purchaser’s Group has instructed or encouraged any person or agency to approach any such employee.

abandoned by written notice duly authorized by the terminating party:

or referenced herein constitute the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes any previous written or oral agreement between the Parties in relation to the matters dealt with in this Agreement.

Purchaser for itself and on behalf of the relevant member of the Purchaser's Group.

The Seller nominates the address referred to below as its place of residence at which notices may be served for all matters in connection with this Agreement:

place of arbitration shall be Paris. The proceedings shall be conducted in the English language in accordance with the rules of law (regelen des rechts). The right, if any, to discovery is excluded. The ICC shall not be permitted to have the award published. The Parties undertake to keep confidential all awards in their arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another Party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required of a Party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority.

for and on behalf of the Seller:

for and on behalf of the Purchaser:

(Clause 1.1)

"Affiliate" means, in respect of the Purchaser, any and all Persons with respect to which, now or hereafter, Purchaser; or in respect of the Seller, any and all Persons with respect to which, now or hereafter, Seller, directly or indirectly, holds more than fifty percent (50%) of the nominal value of, or more than fifty percent (50%) of the voting power at general meetings, or has the power to appoint and to dismiss a majority of the directors or otherwise to direct the activities of such Person, or any other Person qualifying as a 'subsidiary' as referred to in Section 2:24a of the Netherlands Civil Code, excluding in the case of Affiliates of the Seller: Trident Microsystems, Inc. and its downstream affiliates;

"Additional Amount" has the meaning set out in Clause 3.1.1(b);

"Agreed Terms" means, in relation to a document, such document in the terms agreed between the Seller and the Purchaser, with such alterations as may be agreed in writing between the Seller and the Purchaser from time to time;

"Agreement" means this business purchase agreement and the Schedules hereto;

"Assumed Business Liabilities" means only (A) the Assumed Warranty Obligations, (B) the obligations of the Seller or the Seller’s Group under the Contracts transferred to the Purchaser at Closing, other than Pre-Closing Payables, (C) any Liability related exclusively to the Business or related exclusively to the Business Assets to the extent that such Liability arises out of or relates to the period after Closing and (D) any Liability related exclusively to the Business or related exclusively to the Business Assets to the extent that such Liability arises out of or relates to the period before Closing, but only to the extent any such Liability may not, due to applicable Law, be excluded from assumption by the Purchaser pursuant to this Agreement (each such Liability, a “Fully Indemnified Liability”). "Assumed Business Liability" means any one of (A) through (D) above or the relevant one, as the context requires;

"Assumed Long-Term Benefits Liability" has the meaning set out in Paragraph 1.4 of Schedule 4;

"Assumed Warranty Obligations" means the warranty obligations of the Seller and the Seller’s Group with respect to the Company Products sold by the Seller or the Seller’s Group (as such warranty obligation was set forth in the Seller’s terms and conditions of sale for such transactions) prior to Closing, and "Assumed Warranty Obligation" means any one of them or the relevant one of them, as the context requires;

“Books and Records” means original or true copies of the following as such are accessible to a Business Employee and exclusively dedicated to the Business or the Business Assets or are necessary for the conduct of the Business as currently conducted by the Seller or the Seller's Group and to the extent in the possession of a Local Business Seller as at Closing: (A) all product, business and marketing plans

and studies, sales and advertising and promotional literature, creative materials and artwork, (B) all books, records (including customer, supplier and purchasing records), invoices, lists (including price, customer, supplier and distributor lists), documents, ledgers, financial data, files, reports, product and design manuals, plans, drawings, technical manuals and operating records of every kind, in each case whether maintained as hard copy or stored in computer memory and whether owned by the Seller or the Seller's Group;

"Business" means the unincorporated business of the design, manufacture, development, sale and support (in the case of sale and support, to the extent provided by any Business Employee) of [***]

high speed digital-to-analog [***] and analog-to-digital [***] converters as carried on by the Seller’s Group and as sold under Clause 2;

"Business Assets" means all the rights and assets sold under Clause 2.1.1(a) through 2.1.1(h), and "Business Asset" means any one of them or the relevant one of them, as the context requires;

"Business Day" means a day which is not a Saturday, a Sunday, or an official holiday in the Netherlands;

"Business Employees" means all those persons who are immediately prior to Closing employed primarily in the Business by the Seller or any member of the Seller’s Group;

"Business Fields" means any and all of the following markets, without any territorial restriction: (i) [***] high speed Analogue to Digital Converters or ADCs [***] and [***] high speed Digital to Analogue Converters or DACs [***] and (ii) the integration of one or more of the products described under (i), DAC/ADC Functionality, or of any Improvements thereto, into integrated circuits that are designed, made, offered for sale and sold by or on behalf of Purchaser and its Affiliates. For purposes of subsection (ii) in the preceding sentence, “Business Fields” specifically excludes the Excluded Fields;

"Business Intellectual Property" means the Transferred Patents, the Transferred Intellectual Property Rights and the Transferred Technology;

"Business Purchaser" means, in relation to each Local Business or each specified Business Asset referred to in Schedule 2, column (2), the relevant person or company identified in Schedule 2, column (3), and "Business Purchasers" means all such persons and companies;

"Business Seller" means, in relation to each Local Business or each specified Business Asset referred to in Schedule 2, column (2), the relevant person or company identified in Schedule 2, column (1), and "Business Sellers" means all such persons and companies;

"Cash" means any cash in hand, cash in transit, cash at bank and any current investments held by or on behalf of any of the Business Sellers at Closing;

"Claim Amount" has the meaning set out in Clause 10.2.1(c);

"Claim Notice" has the meaning set out in Clause 10.2.1;

"Closing" means the performance of the actions set out in Clause 6.1.1 and Schedule 5;

"Closing Date" means the date on which Closing has taken place;

“Company Intellectual Property” means the Business Intellectual Property and the Licensed Intellectual Property;

“Company Product” means any product developed or sold at any time in the conduct of the Business by any member of the Seller’s Group;

"Company Software" has the meaning set out in Paragraph 6.8 of Schedule 7;

"Conditions Precedent" means the conditions set out in Clause 4.1, and "Condition Precedent" means any one of them or the relevant one of them, as the context requires;

"Confidentiality Agreement" means the Mutual Confidentiality Agreement, dated December 1, 2011, between the Seller and the Purchaser;

"Contracts" means all contracts, undertakings, arrangements and agreements entered into at or prior to Closing by or on behalf of any member of the Seller’s Group exclusively in relation to the Business, to the extent that at Closing the same remain to be completed or performed or remain in force, excluding:

and "Contract" means any of them or the relevant one of them, as the context requires;

"DAC/ADC Functionality" means the functions of the DAC/ADC IP Blocks, providing, or used to assist in providing, the functionality of high speed Analogue to Digital Converters or ADCs[***] or high speed Digital to Analogue Converters or DACs [***];

"DAC/ADC IP Blocks" means the specific IP blocks of Products as available at the Closing Date providing the functionality of high speed Analogue to Digital Converters or ADCs [***] and high speed Digital to Analogue Converters or DACs [***];

"Data Room" means the electronic data room, containing documents and information relating to the Business, made available by the Seller to the Purchaser and its Representatives, as at 23:59:59 hours Amsterdam time on February 17, 2012, the contents of which are indexed in Schedule 14 to the Agreement;

"Date of Satisfaction of Conditions Precedent" means the date upon which the last Condition Precedent is satisfied, or waived under Clause 4.3.2;

"De Brauw Trust" means Stichting Beheer Derdengelden De Brauw Blackstone Westbroek;

"Disclosure Letter" means the letter from the Seller to the Purchaser, attached as Schedule 9;

"Employment Costs" and "Employment Liabilities" have the meanings set out in Paragraph 1 of Schedule 3;

"Encumbrance" means any claim, precautionary seizure, executory seizure, charge, pledge, mortgage, lien, option, power of sale, usufruct, retention of title, right of pre-emption, license, right of first refusal or other similar third-party rights or security interest of any kind or an agreement to create any of the foregoing;

"Environment" and "Environmental Law" have the meanings set out in Paragraph 10 of Schedule 7;

"Escrow Account" has the meaning set out in Clause 6.2.2;

“Escrow Agent” means ABN AMRO Bank N.V. or another well-known and recognized Dutch escrow agent reasonably agreed to by the Purchaser and the Seller;

"Escrow Agreement" means the agreement between the Purchaser, the Seller and the Escrow Agent, subject to Dutch Law, to be entered into at Closing in substantially the form as the Agreed Terms Escrow Agreement attached hereto as Schedule 16;

"Event" means any transaction, act, omission or event of whatsoever nature and includes any change in the residence of any person for the purposes of any Taxation, and references to an Event effected prior to Closing, includes references to a transaction completed after Closing in pursuance of a legally binding obligation or an arrangement, in either case whether or not conditional, incurred or entered into prior to Closing;

"Excluded Fields" means any and all of the following markets, without any territorial restriction: [***];

"Excluded Liabilities" has the meaning set out in Clause 2.1.4;

"Fully Indemnified Liability" has the meaning set out in the definition of Assumed Business Liabilities;

"Fundamental Claims" has the meaning set out in Clause 9.2.1(a);

"Goodwill" means the goodwill of the Seller’s Group in the Business, including lists and particulars of customers and suppliers, as at Closing together with the exclusive right (so far as the Seller’s Group can grant the same) for the Business Purchasers to represent themselves as carrying on the Business in succession to the Seller’s Group;

"Governmental Authority" means, to the extent it has jurisdiction in respect of the relevant matter, any judicial, legislative, executive or regulatory authority of or in the Netherlands or any other jurisdiction, including of the European Union and the United States;

"Hazardous Substances" has the meaning set out in Paragraph 10 of Schedule 7;

"ICC" has the meaning set out in Clause 13.16.2;

"IDR" has the meaning set out in Paragraph 2.2.1 of Schedule 4;

"Indemnity Escrow Amount" has the meaning set out in Clause 6.2.1;

“Indemnity Escrow Period” means the period lasting fifteen (15) calendar months, beginning on the Closing Date;

"Insurance Policies" means all insurance policies in effect at Closing in which a member of the Seller’s Group (in relation to the Business) is an insured party;

“Intellectual Property Contracts” means all contracts, undertakings, arrangements and agreements entered into at or prior to Closing by or on behalf of any member of the Seller’s Group exclusively in relation to the Business that pertain to Company Intellectual Property, to the extent that at Closing the same remain to be completed or performed or remain in force;

“Intellectual Property Rights” means all rights of the following types, whether registered or unregistered, which may exist or be created under the laws of any jurisdiction: (A) Patents; (B) rights associated with works of authorship, including exclusive exploitation rights, copyrights (whether registered or unregistered) and moral rights (to the extent owned by the Seller or any of its Affiliates) and any registrations and applications for registration thereof; (C) trademark, service mark, trade dress, logos, slogans, hash tags, 800 numbers and corporate names, social media pages, trade name and service name rights and similar rights, and the Goodwill associated therewith together with any registrations and applications for registration thereof (collectively, the items in (C) are referred to as “Trademarks”); (D) trade secrets and other rights in Know-how and confidential or proprietary information (including any business plans, designs, technical data, invention disclosures, customer data, financial information, pricing and cost information, bills of material, or other similar information); (E) mask work rights or equivalents, and registrations and applications for registration thereof; (F) rights in databases and data collections (including knowledge databases, customer lists and customer databases) under the Laws of the United States or any other jurisdiction, whether registered or unregistered, and any applications for registration therefor; and (G) any other proprietary rights applicable to Technology now known or hereafter recognized in any jurisdiction;

"Intellectual Property Transfer and License Agreement" means the agreement between the Seller and the Purchaser to be entered into at Closing in substantially the form as the Agreed Terms Intellectual Property Transfer and License Agreement attached hereto as Schedule 11;

"Interest Rate" means three and three-quarters percent (3.75%) per annum compounded on an annual basis;

"Inventory" means all raw materials, consumables, work in progress, part-processed stocks, finished

goods, goods for resale and stock in transit, wherever located, physically allocated or separated for use exclusively in any part of the Business at Closing;

"Jubilee Benefits Arrangements" has the meaning set out in Paragraph 1.4 of Schedule 4;

"Key Employee" has the meaning set out in Clause 4.1.7;

"Know-how" means confidential and proprietary industrial and commercial information and techniques in any form including drawings, formulas, test results, reports, project reports and testing procedures, instruction and training manuals, tables of operating conditions and market forecasts;

"Law" means any applicable statute, law, ordinance, decree, judgment, order, rule or regulation of any Governmental Authority;

"Leased Properties" means

"Liabilities" means all liabilities, duties and obligations of every description, whether deriving from contract, common law, statute or otherwise, whether present or future, actual or contingent, ascertained or unascertained or disputed and whether owed or incurred severally or jointly or as principal or surety, and "Liability" means any one of them or the relevant one of them, as the context requires;

"Licensed Intellectual Property" means the Retained Patents, the Retained Intellectual Property Rights and the Retained Technology;

"Local Businesses" means the Businesses carried on by the Seller and the respective Business Sellers; and "Local Business" means any of them or the relevant one of them, as the context requires;

"Local Taxes" means (A) Dutch municipal or provincial taxes due under any ordinance including the taxes mentioned in the Municipalities Act (Gemeentewet) such as real property tax, (B) Dutch district water board tax (waterschapsbelasting), (C) all property taxes levied in France, and (D) any similar ad valorem obligations levied with respect to the Business, ((A) through (D) excluding, for the avoidance of doubt, Dutch and French real estate transfer taxes);

"Long-Term Benefits Arrangements" has the meaning set out in Paragraph 1.4 of Schedule 4;

"Losses" means all damage, losses, liabilities, costs, charges, expenses, Taxes, claims and demands as referred to in Article 6:96 of the Netherlands Civil Code and further of the Netherlands Civil Code, including reasonable legal costs, expenses, claims and demands, but excluding any loss of production, loss of profit, loss of revenue, loss of contract, loss of goodwill or loss of claim and experts' and consultants' fees;

"Malicious Code" has the meaning set out in Paragraph 6.9 of Schedule 7;

“Manufacturing & Supply Agreement” means a manufacturing and supply agreement to be agreed between the Seller and the Purchaser on the basis of and taking into account the key terms of Schedule 12;

"Material Contracts" means all Contracts that are listed in Schedule 15 and "Material Contract" means any one of them or the relevant one of them, as the context requires;

"Moveables" means the machinery, materials, prototypes, tools, supplies, furniture, fixtures, improvements, vehicles, equipment and all other tangible assets owned by any of the Seller’s Group and used exclusively in relation to the Business at Closing;

“Negotiation Period” has the meaning set out in Clause 7.3.3;

"Non-Transferred Activities" has the meaning set out in Clause 7.3.1;

“Non-Transferred Asset Notice” has the meaning set out in Clause 7.3.3;

"Outside Date" has the meaning set out in Clause 4.3.3;

"Parties" means the Seller and the Purchaser and "Party" means any one of them or the relevant one of them, as the context requires;

“Patent Family” means (a) all Patents or applications in the same priority chain (i.e., all Patents and applications that claim priority to the same application or applications, and all Patents and applications from which priority is claimed by the identified patent or application), (b) all corresponding foreign Patents and applications; and (c) all Patents and applications that are subject to a terminal disclaimer that disclaims the term of any such Patent or application beyond the term of any member of the family;

"Patents" means United States and foreign patents and patent applications, registered design and registered design applications, any patents that issue as a result of those patent applications, and any renewals, reissues, re-examinations, extensions, continuations, continuations-in-part (to the extent based on inventions existing as of the Closing Date), subsequent divisions and substitutions relating to any of the patents and patent applications, as well as any inventions described in invention disclosures and any patents that issue as a result of patent applications filed for those invention disclosures;

"Patent Family" means (a) all Patents or applications in the same priority chain (i.e., all Patents and applications that claim priority to the same application or applications, and all Patents and applications from which priority is claimed by the identified patent or application but only to the extent that they validly claim such priority), (b) all corresponding foreign Patents and applications; and (c) all Patents and applications that are subject to a terminal disclaimer that disclaims the term of any such Patent or application beyond the term of any member of the family;

"PBO" has the meaning set out in Paragraph 1.4 of Schedule 4;

"Permitted Encumbrances" means:

"Persons" means any public or private company or corporation under any jurisdiction; and "Person" means one of them;

"[***] " has the meaning set out in Paragraph 7.1(c) of Schedule 7;

"Post-Closing Receivables" means, in relation to each relevant Business, the aggregate of all amounts receivable, accrued or prepaid by or owed to the relevant Business Purchaser in relation to such Business in respect of trading debtors as of any time after Closing;

"Post-Closing Tax Period" means the portion of a Straddle Tax Period beginning after the Closing Date;

"Pre-Closing Payables" means all amounts owed by any member of the Seller’s Group in relation to the Business in respect of trading creditors at Closing;

“Pre-Closing Period” means the period from the Signing Date through the earlier of the termination of this Agreement and the Closing Date;

"Pre-Closing Receivables" means, in relation to each relevant Business, the aggregate of all amounts receivable, accrued or prepaid by or owed to the relevant Business Seller in relation to such Business in respect of trading debtors at Closing;

"Pre-Closing Tax Period" means the period through and including the Closing Date. In the case of a Straddle Tax Period, the portion of such Straddle Tax Period through and including the Closing Date shall be deemed to belong to the Pre-Closing Tax Period;

“Proceeding” means any action, suit, litigation, mediation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding and any informal proceeding), prosecution, contest, hearing, inquiry, inquest, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any governmental entity or any arbitrator or arbitration panel;

“Products” means the [***] high speed Analogue to Digital Converters or ADCs [***] and [***] high speed Digital to Analogue Converters or DACs [***] products listed in Annex A of the Intellectual Property Transfer and License Agreement;

"Purchase Price" has the meaning set out in Clause 3.1.1;

"Purchaser" has the meaning set out in the introduction of this Agreement;

"Purchaser Indemnified Party" has the meaning set out in Clause 9.1.1;

"Purchaser's Group" means the Purchaser and its subsidiaries from time to time;

"Purchaser's Warranties" means the representations made and the warranties given by the Purchaser to the Seller pursuant to Clause 8.3.1 and Schedule 13, and "Purchaser's Warranty" means any one of them or the relevant one of them, as the context requires;

"Relevant Period" means the period commencing two (2) years before the Signing Date and ending on the Signing Date;

"Representative" means any officer, employee, legal advisor, financial advisor, accountant or other agent, of the Party concerned;

"Restricted Activity" means the business of designing, manufacturing and selling high speed data converters as carried on or proposed to be carried on by the Business Sellers;

"Restricted Employee" means any employee of any member of the Purchaser’s Group:

“Retained Intellectual Property Rights” means all Intellectual Property Rights (other than Patents and Trademarks) owned by the Seller or any Affiliate of the Seller immediately prior to the Closing Date, other than the Transferred Intellectual Property Rights, that are necessary for or used in the operation of the Business immediately prior to the Closing Date;

“Retained Patents” means all Patents (including all members of the Patent Family of such Patents) owned by the Seller or any Affiliate of the Seller immediately prior to the Closing Date, other than the Transferred Patents, that are necessary for or used in the operation of the Business immediately prior to the Closing Date. “Retained Patents” are deemed to include, but shall not be limited to, the Patents listed in Annex B of the Intellectual Property Transfer and License Agreement;

“Retained Technology” means all Technology owned by the Seller or any Affiliate of the Seller immediately prior to the Closing Date, other than the Transferred Technology, that is necessary for or used in the operation of the Business immediately prior to the Closing Date. “Retained Technology” includes, but shall not be limited to, the Technology identified on Annex C of the Intellectual Property Transfer and License Agreement, consisting of, for each entry in Annex C, all relevant and available Software (including run time libraries (RTL)), firmware, functional blocks, GDS, netlists, designs, database tapes, algorithms and documentation (including relevant data sheets);

"Retirement Benefit Arrangements" has the meaning set out in Paragraph 1.4 of Schedule 4;

"Seller" has the meaning set out in the introduction of this Agreement;

“Seller Affiliate” means any member of the Seller’s Group other than the Seller, excluding Trident Microsystems, Inc. and its downstream affiliates;

"Seller Benefit Plan" has the meaning set out in Paragraph 8.7 of Schedule 7;

"Seller's Group" means the Seller and its subsidiaries from time to time;

"Seller's Lawyers" means De Brauw Blackstone Westbroek N.V. with offices at Claude Debussylaan 80, 1082 MD Amsterdam, the Netherlands;

"Seller's Parent" means NXP Semiconductors N.V., a limited liability company, with corporate seat in Eindhoven, and address at: 5656 AG Eindhoven, the Netherlands, High Tech Campus 60, number Trade Register 34253298;

"Seller's Warranties" means the representations made and the warranties given by the Seller to the Purchaser pursuant to Clause 8.1.1 and Schedule 7, and "Seller's Warranty" means any one of them or the relevant one of them, as the context requires;

"Shared Assets" means those assets, properties and rights owned by members of the Seller’s Group that are necessary to conduct the Business as currently being conducted and that will not be transferred to the Purchaser or any member of the Purchaser’s Group at Closing;

"Signing" means the signing by the Parties of this Agreement;

"Signing Date" means the date of this Agreement;

“Software” means a code in programming language contained in any format, including human, source code, and machine readable, executable code format, together with associated technical documentation, data files, developers’ notes, build scripts and test scripts;

"Specified Claims" has the meaning set out in Clause 9.2.1(b);

"Straddle Tax Period" means any period of account for Tax purposes which commences before or on the Closing Date and ends after the Closing Date;

"Target Closing Date" has the meaning set out in Clause 3.1.1(b);

"Taxation" or "Tax" means all forms of taxation, whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or any other reference, and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions, rates and levies (including without limitation social security contributions and any other payroll taxes), whenever and wherever imposed (whether imposed by way of a withholding or deduction or otherwise) and in respect of any person as well as all additions, penalties, charges and interest relating thereto, whether disputed or not;

"Tax Authority" means any taxing or other authority competent to impose any liability in respect of Taxation or responsible for the administration and/or collection of Tax or enforcement of any Law in relation to Taxation;

“Tax Returns” means any return, declaration, report, claim for refund, transfer pricing report or information return or statement relating to Taxes or required to be filed with a Governmental Authority

with jurisdiction over Taxes, including any schedule or attachment thereto, and including any amendment thereof;

“Technology” means Know-how, diagrams, methods, protocols, schematics, design information, bills of material, build instructions, tooling requirements, manufacturing process technology, specifications, technical data, Software, algorithms, APIs, subroutines, techniques, user interfaces, IP cores, net lists, GDSII files, photomasks, works of authorship, documentation (including instruction manuals, samples, studies, and summaries), databases and data collections, and any other forms of technology, in each case whether or not embodied in any tangible form;

"Third-Party Consents" means all consents, licences, approvals, permits, authorisations, waivers or co-operation required from third parties in respect of the sale and transfer or assignment to the Purchaser or the relevant Business Purchaser of:

and "Third-Party Consent" means any one of them or the relevant one of them, as the context requires;

"Transaction" means the acquisition of the Business by the Purchaser (and relevant other member(s) of the Purchaser's Group) pursuant to this Agreement;

"Transfer Costs" means all federal, state, local or foreign transfer, sales, use, documentary, registration, real property transfer, mortgage recording, stamp duty, or similar Taxes (excluding, for the avoidance of doubt, VAT), duties, fees, imposts, levies and charges and all notarial fees, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties;

"Transfer Documents" and "Transfer Document" have the meanings set out in Clause 2.4.1;

"Transferred Activities" has the meaning set out in Clause 7.3.2;

“Transferred Intellectual Property Rights” means the Intellectual Property Rights (other than Patents) owned by the Seller or any Affiliate of the Seller in the Transferred Technology and the Intellectual Property Rights (other than Patents) that are listed in Annex D to the Intellectual Property Transfer and License Agreement;

“Transferred Patents” means the Patents (including all active members of the Patent Family of such Patents) that are listed in Annex E to the Intellectual Property Transfer and License Agreement;

“Transferred Technology” means the Technology, including DAC/ADC IP Blocks, owned by the Seller or any Affiliate of the Seller and exclusively used in the operation of the Business immediately prior to the Closing Date, including the Technology identified in Annex F to the Intellectual Property Transfer and License Agreement, consisting of, for each entry in Annex F, all relevant Software (including run time libraries (RTL)), firmware, functional blocks, GDS, netlists, designs, database tapes, algorithms and documentation;

“Transitional Services Agreement” means the transitional services agreement to be entered into by

the Seller and the Purchaser at Closing substantially in the Agreed Terms of Schedule 6, Schedule 2 (Transitional Services to Purchaser) of which is to be further specified in accordance with Clause 5.4.1;

"VAT" means value added tax imposed in any member state of the European Union pursuant to EC Council Directive 2006/112 on the common system of value added tax and national legislation implementing that Directive or any predecessor to it or supplemental to that Directive, and any other sales, goods and services tax or turnover tax of a similar nature wherever imposed;

"Warranty Breach" has the meaning set out in Clause 9.1.1; and

"Works Councils" means the works councils and all other elected or designated employee representatives or representation bodies of the Seller's Group required by applicable Law to be consulted with respect to the Transaction in jurisdictions where the Business is operated.

(Clause 2.1)

(Clause 2.2.1)

In this Schedule 3:

"Employment Costs" means:

"Employment Liabilities" means any and all Losses, excluding Employment Costs, directly arising out of or directly connected with employment or the employment relationship, or the initiation or the termination of employment, or of the employment relationship (including all Losses in connection with any claim, award, judgment or agreement for redundancy pay).

Upon the sale and transfer of a Local Business, the Business Employees employed in such Local Business are to transfer to the relevant Business Purchaser by operation of the relevant national Law or subject to the individual consent of each Business Employee. Consequently, subject to Closing, the following provisions shall apply to the Business Employees:

avoidance of doubt, any and all Employment Costs in connection with the Transaction.

by such employee for the benefit of the Purchaser during the period after Closing until such finding.

Netherlands in the form of an additional tax assessment with respect to any remuneration that is or is deemed to have been earned by the Business Employees in the Netherlands prior to the Closing Date, then the Seller shall, to the extent permitted by applicable Law, have the right to recover such additional wage (withholding) tax from the Business Employees, unless the Purchaser pays to the Seller the amount of the additional tax assessment on the due date for payment.

(Clause 2.2.2)

This Schedule describes how relevant material company pension and jubilee plans will transfer from the Seller to the Purchaser. When a material pension liability will be assumed by the Purchaser’s Group, the Seller will provide a calculation of the liability including the assumptions that have been used for this.

“Long-Term Benefit Arrangements” means Retirement Benefit Arrangements, and Jubilee Benefit Arrangements.

“Retirement Benefit Arrangements” means the arrangements and plans relating to retirement benefits. Those material arrangements and plans concerning the Netherlands are listed in Part 2 of this Schedule.

Part 2     Pension & Jubilee Plans concerning the Netherlands

Part 3     Actuarial Assumptions

A final discount rate will be applied by the Parties on the closing date. The final discount rate for the pension calculations at the Closing Date will be equal to the discount rate in the country of the relevant Business Sellers, and more specifically regarding the Netherlands the plans listed below, plus or minus an adjustment based on the nominal movement in the reference index (as outlined in the discount rate adjustment table below) between the reference date in the discount rate adjustment table (31/12/2011) and the Closing Date. The discount rate will be finally rounded to the nearest 10 basis points (where up to and including 0.05% is rounded off downwards, and above 0.05% is rounded off upwards).

(Clause 6)

At Closing, the Seller shall deliver or make available to the Purchaser evidence that the Seller is authorized to sign this Agreement and, in respect of each Transfer Document, that the Seller and/or the relevant Business Seller, as the case may be, is authorised to sign the Transfer Document.

At Closing, the Purchaser shall deliver or make available to the Seller evidence that the Purchaser is authorized to sign this Agreement and, in respect of each Transfer Document, that the Purchaser and/or the relevant Business Purchaser, as the case may be, is authorised to sign the Transfer Document.

At Closing, the Seller shall procure that the Business Sellers, and the Purchaser shall procure that the Business Purchasers, execute and/or deliver and/or make available the Transfer Documents and take such steps as are required to transfer the Business Assets and the Assumed Business Liabilities.

For the purposes of compliance with Paragraph 1.2(a) above, the Seller shall procure that the Business Sellers, and the Purchaser shall procure that the Business Purchasers, do the following:

Seller, to the said third parties that the third party shall from then on hold the said Business Assets for the relevant Business Purchaser, such notices to be delivered to the third parties within ten (10) Business Days after Closing.

Liabilities (other than under the Contracts) by virtue of, for the Local Business in the Netherlands, this Agreement. To the extent that the relevant third-party creditor has consented prior to Closing to the assumption by the relevant Business Purchaser of the relevant Assumed Business Liabilities, the relevant Business Seller and the relevant Business Purchaser shall, within ten (10) Business Days after Closing, jointly notify the relevant third-party creditor in writing of the assumption of such Assumed Business Liabilities by the relevant Business Purchaser. To the extent that the relevant third-party creditor has not consented prior to Closing to the assumption by the relevant Business Purchaser of the relevant Assumed Business Liabilities, the relevant Business Seller and the relevant Business Purchaser shall, to the extent the relevant Assumed Business Liability is known to the Seller at Closing, within ten (10) Business Days after Closing, by notice to the relevant third-party creditor, jointly request and use reasonable efforts to obtain within ten (10) Business Days thereafter the said third-party creditor's consent to the assumption by the relevant Business Purchaser of the relevant Assumed Business Liabilities.

At Closing the Seller or, as the case may be, the relevant members of the Seller's Group and the Purchaser or, as the case may be, the relevant members of the Purchaser's Group, shall enter into the following ancillary agreements:

(Paragraph 2(c) of Schedule 5)

(Clause 8.1.1)

pursuant to, (i) any provision of the Certificate of Incorporation of the Seller, (ii) any Material Contract or (iii) any Law applicable to the Seller or to any of the Business Assets.

In relation to any Leased Property:

Each of the Business Assets is, other than inventory disposed of or realized in the ordinary course of business and the Business Intellectual Property, is:

The Moveables material to the Business are in satisfactory working order, having regard to their age and use, have been adequately maintained where such maintenance is usually required and are not obsolete.

and grant the licenses under and to the Licensed Intellectual Property, as assigned and licensed respectively under the Intellectual Property Transfer and License Agreement. Each person who is or was an employee or contractor of the Seller or any of the Seller Affiliates and who is or was (i) involved in the creation or development of any Business Intellectual Property and/or (ii) named as an inventor on any of the Transferred Patents has signed an agreement containing an assignment to the Seller or a Seller Affiliate of all its rights in such person’s contribution to such Business Intellectual Property. No such inventor or current or former employee or consultant of or to the Seller or any of the Seller Affiliates has any claim or ownership interest in the Business Intellectual Property. No person who has assigned to the Seller or any of the Seller Affiliates any Business Intellectual Property has ownership rights, license rights, or the rights to receive a license or ownership interest in or to any derivative works or improvements to the Business Intellectual Property to be provided to Purchaser pursuant to the Intellectual Property Transfer and License Agreement. No person has any rights granted by Seller or any of the Seller Affiliates to receive a license or ownership interest in or to any derivative works or improvements to the Retained Technology created by or on behalf of Purchaser pursuant to the rights granted under the Intellectual Property Transfer and License Agreement.

misrepresentations in the filings submitted to the applicable Governmental Authorities with respect to all Transferred Patents.

bomb,” “Trojan horse,” “virus,” “worm,” “spyware” or “adware” (as such terms are commonly understood in the software industry) or any other code designed or intended to have, or capable of performing, any of the following functions: (i) materially disrupting, disabling or harming the operation of, or providing unauthorized access to, a computer system or network or other device on which such code is stored or installed, or (ii) compromising the privacy or data security of a user of the Company Software or damaging or destroying any data or file without the user’s consent (collectively, “Malicious Code”). The Seller implements industry standard measures designed to prevent the introduction of Malicious Code into Company Software, including firewall protections and regular virus scans.

with any person or entity;

(ix) any applicable collective bargaining agreement and/or collective agreement, (x) special leave status, (xi) status as full-time or part-time or old-age part-timer, (xii) home country of residence, (xiii) work schedule as per the collective bargaining agreement, (xiv) the existence of any employment, severance, change in control, termination or similar arrangement or agreement and (xv) the existence of any equity or equity based compensation, awards or agreements (and a description of any such awards).

"Environment" means any or all of the following media (alone or in combination): air; water (including water underground or in the soil); soil and land and any ecological systems and living organisms supported by these media;

"Environmental Law" means all Law of any relevant jurisdiction in force whose purpose is to protect or prevent pollution of the Environment or to regulate emissions, discharges, or releases of Hazardous Substances into the Environment, or to regulate the use, treatment, storage, burial, disposal, transport or handling of Hazardous Substances;

“Environmental Permits” means all permits relating to or required by Environmental Laws and affecting, or relating in any way to, the Business; and

"Hazardous Substances" means, to the extent regulated by the applicable Governmental Authority having jurisdiction to determine any matter arising under Environmental Law or relating to the Environment, any wastes, pollutants, contaminants and any other natural or artificial substance (whether in the form of a solid, liquid, gas or vapour) which is capable of causing harm or damage to the Environment or a nuisance to any person.

Period of any civil, criminal, regulatory or administrative action, claim, investigation or other Proceeding or suit relating to a contravention of Environmental Law.

in either case by virtue of any anti-trust or similar legislation in any jurisdiction in which any Business Seller carries on the Business.

providing substantially similar insurance coverage) are in full force and effect. All premiums payable under all such policies have been timely paid and the Seller and the Seller Affiliates have otherwise in all material respects complied with the terms and conditions of all such policies. To the Seller’s knowledge, there is no threatened termination of, premium increase with respect to, or material alteration of coverage under, any of such policies.

or its affiliates therefor.

(Clause 3.1(b))

The Additional Amount is the United States dollar amount calculated as (X / Y * Z), where:

Should the Closing occur on 19 June 2012

Should the Closing occur on 1 July 2012

Should the Closing occur on 19 July 2012

(Clause 8.2.1)

This Disclosure Letter is deemed to include by reference the information set out below. For convenience, each disclosure refers to the Paragraph number of the Seller's Warranties to which the disclosure relates. Any reference in a particular Paragraph of the Disclosure Letter shall only be deemed to be an exception to or, as applicable, a disclosure for purposes of, (i) the representations and warranties of the Seller that are contained in the corresponding Paragraph number of the Seller’s Warranties and (ii) any other representations and warranties of the Seller that are contained in the Seller’s Warranties, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties would be readily apparent to an individual who has read that reference and such representations and warranties.

(Clause 8.1.3)

(Paragraph 2(a) of Schedule 5)

together also to be referred to as "Parties" and each party individually as a "Party", as the case may be,