Stock Purchase Agreement Form – NeoMagic Corp.

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement“) is dated as
of January 11. 2012, and is entered into by and among each of the investors
whose names are listed on Exhibit A hereto (each individually, an
“Investor” and collectively, the “Investors“)
and NeoMagic Corporation, a Delaware corporation (the
“Company“), with the Company and each of the Investors
hereinafter being referred to collectively as the “Parties” and
individually as a “Party.”).

RECITALS

WHEREAS, subject to the terms and conditions set forth in this Agreement and
pursuant to Section 4(2) of the Securities Act of 1933, as amended (the
“Act“), the Company desires to issue and sell to each Investor,
and each Investor desires to purchase from the Company, common stock to be
issued by the Company as more fully described below in this Agreement, including
the exhibits hereto;

WHEREAS, the Company and each Investor are executing and delivering this
Agreement in reliance upon an exemption from securities registration pursuant to
Section 4(2) and/or Rule 505 of Regulation D (“Regulation D“) as
promulgated by the U.S. Securities and Exchange Commission (the
“SEC“) under the Act;

WHEREAS, the Parties desire that, upon the terms and subject to the
conditions contained herein, including payment by the Investors, in accordance
with Exhibit A, of an aggregate consideration of up to One Hundred Sixty
Thousand Dollars (U.S. $160,000.00), the Company shall issue and sell to
Investors, and the Investors shall purchase up to Sixteen Million (16,000,000)
shares of the Company153s common stock, par value $0.001 (the “Common
Stock);

WHEREAS, the aggregate consideration payable by the Investors shall be based
on a purchase price of One Cents ($.01) (the “Purchase Price“)
for one share of Common Stock (the shares of Common Stock issued to the
Investors pursuant to this Agreement shall be referred to in this Agreement as
the “Stock“); and

WHEREAS, contemporaneously with the execution and delivery of this Agreement
the Parties may be executing and delivering other contemporaneous agreements
executed by the Parties, which together with this Agreement shall be
collectively referred to as the “Transaction Documents“);

NOW, THEREFORE, in consideration of the mutual agreements hereinafter set
forth, and such other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto do hereby
covenant, agree, represent and warrant as follows:

CONFIDENTIAL

ARTICLE 1

PURCHASE AND SALE OF SECURITIES

1.1 Incorporation of Recitals. The recitals to this Agreement set
forth above are hereby incorporated by reference into this Agreement.

1.2 Purchase of Stock. Subject to the satisfaction (or waiver) of the
terms and conditions of this Agreement, each Investor agrees to purchase at the
applicable Closing (as defined below) and the Company agrees to sell and issue
to such Investor at the applicable Closing the Stock set forth opposite its name
in Exhibit A hereto.

1.3 Initial Closing Date. The closing (the “Initial
Closing“) of the purchase and sale of the Common Stock shall take place
at 4:00 p.m., Pacific Time on January 11, 2012, subject to any required
notification of satisfaction of the conditions to the Initial Closing set forth
herein, or on such later date as is mutually agreed to by the Company and the
Investors (the “Initial Closing Date“). The Initial Closing
shall occur on the Initial Closing Date at the offices of the Company at 2372-A
Qume Drive, San Jose, California 95131(or such other place as is mutually agreed
to by the Company and the Investors).

1.3 Subsequent Closings. At the discretion of the Company, the Company
may conduct one or more subsequent closings (each a “Subsequent
Closing” and collectively with the Initial Closing, the
“Closings” and each individually, a “Closing“)
within 150 days of the Initial Closing Date. Subject to the terms and conditions
hereof, on the closing date of each Subsequent Closing (each a
“Subsequent Closing Date“) the Company will issue and sell to
each additional Investor, and each additional Investor will purchase, the Stock
specified opposite the name of each such Investor added to Exhibit A. Any
such Investor shall become a party to this Agreement, and shall have the rights
and obligations hereunder. In the event that there is more than one Closing, the
term Stock shall apply to all Stock sold and issued at each such Subsequent
Closing.

1.4 Closing Deliveries.

(a) At the Initial Closing, and each Subsequent Closing, the Company shall
deliver or cause to be delivered to each Investor the following (the
“Company Deliverable“):

(i) irrevocable instructions addressed to the Company153s transfer agent
instructing it to issue a certificate or to make an appropriate book entry
evidencing the Stock, registered in the name of such Investor;

(b) At the Initial Closing, and each Subsequent Closing, each Investor shall
deliver or cause to be delivered to the Company the consideration set forth
opposite such Investor’s name on Exhibit A, in immediately available
funds, by wire transfer to the following bank account:

NeoMagic Corporation

Checking account No. XXXXXXXXX

XXXXXXXXXXXXXXXX

Routing and Transit #ABA: XXXXXXX

SWIFT: XXXXXXXX

CONFIDENTIAL

ARTICLE 2

REPRESENTATIONS AND WARRANTIES

OF THE INVESTORS

Except for the representations and warranties set forth in Section 2.1(b)
which is being made only by Investors that are not employees of the Company,
each of the Investors represents and warrants to the Company that, as of the
date hereof and as of the applicable Closing:

2.1 Status of Investor.

(a) Investor has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of an investment
in the Stock.

(b) Investor is an “accredited investor” as defined in Rule 501(a) under the
Act. Such Investor is not a registered broker-dealer under Section 15 of the
Securities Exchange Act of 1934, as amended (the “1934
Act”).

(c) Investor is acquiring the Stock as principal for its own account for
investment purposes only and not with a view to or with the intent of
distributing or reselling such Stock or any part thereof, without prejudice,
however, to such Investor153s right at all times to sell or otherwise dispose of
all or any part of such Stock in compliance with the one year holding period set
forth in Rule 144 promulgated under the Act and in compliance with other
applicable federal and state securities laws. Subject to the immediately
preceding sentence, nothing contained herein shall be deemed a representation or
warranty by such Investor to hold the Stock for any period of time. Such
Investor is acquiring the Stock hereunder in the ordinary course of its
business. Such Investor does not have any agreement or understanding, directly
or indirectly, with any person to distribute any of the Securities.

(d) Investor has not directly or indirectly, nor has any person acting on
behalf of or pursuant to any understanding with such Investor, engaged in any
transactions in the securities of the Company (including, without limitation,
any short sales as defined in Rule 200 promulgated under Regulation SHO under
the 1934 Act and all types of direct and indirect stock pledges, forward sale
contracts, options, puts, calls, short sales, swaps and similar arrangements
(including on a total return basis), and sales and other transactions through
non-US broker dealers or foreign regulated brokers (“Short
Sales“) involving the Company153s securities) since the 30th day prior to
the date of this Agreement. Such Investor covenants that neither it nor any
person acting on its behalf or pursuant to any understanding with it will engage
in any transactions in the securities of the Company (including Short Sales)
prior to the time that the transactions contemplated by this Agreement are
publicly disclosed.

2.2 Access to Information. Investor has been furnished with such
materials and has been given access to such information relating to the Company
as it its representative has requested and has been afforded the full
opportunity to ask questions regarding the Company and the Stock, all to the
extent that the Investor has found necessary to make an informed decision
regarding the Investor153s entering into this Agreement. In particular, Investor
specifically confirms that all of the Company’s filings, including its
Form10-K’s, 10-Q and 8-K’s for 2007 through the date of October 31, 2010 hereof
have been made available to the Investor at www.sec.gov. Information for
the period ending January 30, 2011 to the present is not available through the
SEC due to the cessation of the Company153s required filings under the 1934 Act.
Investor also confirms that it has been advised that the proceeds of this
offering are to be utilized as provided in Section 4.1 below.

CONFIDENTIAL

2.3 Understanding of Risks Associated with the Acquisition of the
Stock. Investor understands that an investment in the Stock is speculative
and subject to numerous risks, including but not limited to the risks set forth
in the Company153s filings with the SEC under the heading “Risk Factors.”

2.4 Understanding of Nature of Stock. Investor understands that:

(a) the Stock have not been registered by the Company under the Act or any
State Act (as defined below), and the Company does not intend to register the
Stock for sale under the Act or any State Act in reliance, among other things,
on the exemptions from registration available under Regulation D and under
Section 25102(f) of the California Corporate Securities Law of 1968, as amended.

(b) the shares of Stock are “restricted securities” as that term is defined
in Rule 144 under the Act.

(c) the certificates, if any, evidencing the Stock shall include provisions
substantially in the form of the legend set forth below, which Investor has
read, understands and agrees to be bound by:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT“), OR UNDER
APPLICABLE STATE SECURITIES ACTS (THE “STATE ACTS”). NOR IS SUCH REGISTRATION
CONTEMPLATED. SUCH SECURITIES MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED
OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THE ACT OR THE STATE ACTS,
EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE
BOARD OF DIRECTORS OF THE COMPANY AND TO LEGAL COUNSEL FOR THE COMPANY THAT
REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE BOARD OF
DIRECTORS AND SUCH COUNSEL SATISFACTORY EVIDENCE THAT ANY SUCH TRANSFER WILL NOT
BE IN VIOLATION OF THE ACT OR STATE ACTS OR ANY RULE OR REGULATION PROMULGATED
THEREUNDER.

(d) the Company may, from time to time, make stop transfer notations in the
Company153s records to ensure compliance with the Act and any applicable State
Acts.

(e) Investor agrees, prior to any transfer of the Stock, to give written
notice to the Company expressing its desire to effect such transfer and
describing briefly the proposed transfer. Upon receiving such notice, the
Company shall present copies thereof to counsel for the Company and the
following provisions shall apply:

(i) If, in the opinion of such counsel, the proposed transfer of such Stock
may be effected without registration of such Stock under the Act and the State
Acts, the Company shall promptly thereafter notify the person desiring to
transfer such Stock, whereupon such person shall be entitled to transfer such
Stock, all in accordance with the terms of the notice delivered by such person
to the Company and upon such further terms and conditions as shall be required
by the Company to ensure compliance with the Act and the State Acts.

(ii) If, in the opinion of such counsel, the proposed transfer of such Stock
may not be effected without registration of such Stock under the Act and the
State Acts, a copy of such opinion shall be promptly delivered to the person who
has proposed such transfer, and such proposed transfer shall not be made unless
such registration is then in effect.

2.5 Investment Intent. Investor represents and warrants that:

CONFIDENTIAL

(a) Investor is acquiring the Stock for the Investor153s own account and not on
behalf of any other person.

(b) Investor is the sole party in interest in this investment in the Stock
and is acquiring the Stock for investment and not for distribution or with the
intent of dividing Investor153s participation with others or of selling,
assigning, transferring or otherwise disposing of the Stock.

2.6 Further Assurances. Investor will execute and deliver to the
Company any document, or do any other act or thing, which the Company may
reasonably request in connection with the acquisition or transfer of the Stock.

2.7 Non-disclosure. Except as expressly permitted by its current
non-disclosure agreement with the Company, Investor has not distributed to any
person any written materials furnished to Investor by the Company.

2.8 Ability to Bear Economic Risk. Investor has adequate means of
providing for its current needs and possible future contingencies, and has no
need, and anticipates no need in the foreseeable future, to sell the Stock which
it is acquiring pursuant to this Agreement. Investor is able to bear the
economic risks related to the acquisition of the Stock and, consequently,
without limiting the generality of the foregoing, is able to hold the Stock for
an indefinite period of time and has sufficient net worth to sustain a loss of
its entire interest in the Company in the event such loss should occur. Investor
has no need for liquidity with respect to the Stock being purchased hereunder.

2.9 Tax Matters. Investor has reviewed with Investor153s own tax
advisors the federal, state, local and foreign tax consequences arising in
connection with the acquisition of the Stock (including any tax consequences
that may result under recently enacted tax legislation). Investor is relying
solely on such advisors and not on any statements or representations of the
Company or any of its agents and understands that Investor (and not the Company)
shall be responsible for Investor153s own tax liability that may arise as a result
of this transaction.

2.10 Accuracy of Representations. All of the representations and
information provided herein and any additional information that Investor has
furnished to the Company or its agents with respect to Investor153s financial
position and business experience is accurate and complete as of the date of this
Agreement. If there should be any material adverse change in any such
representation or information prior to the applicable Closing, Investor will
immediately furnish accurate and complete information concerning any such
material change to the Company.

2.11 Piggyback Registration Rights. If at any time following the
Initial Closing Date the Company proposes to register any of the Stock under the
Act (other than an underwritten public offering or a registration on Form S-8 or
S-4, or any successor forms, relating to Common Stock issuable upon exercise of
employee or consultant stock options or otherwise in connection with any
employee benefit or similar plan of the Company or in connection with a direct
or indirect acquisition by the Company of another entity), whether or not for
sale for its own account, the Company shall each such time give prompt notice at
least ten (10) days prior to the anticipated filing date of the registration
statement relating to such registration to Investor, which notice shall offer
Investor the opportunity to include in such registration statement the number of
shares of Stock such Investor may request. Upon the request of Investor made
within five (5) days after the receipt of notice from the Company (which request
shall specify the number of shares of the Stock intended to be registered by
Investor, the Company shall use all reasonable efforts to effect the
registration under the Act of all Stock that the Company has been so requested
to register by the Investors, to the extent requisite to permit the disposition
of the Stock so to be registered, provided that if, at any time after giving
notice of its intention to register any Stock pursuant to this Section 2.11 and
prior to the effective date of the registration statement filed in connection
with such registration, the Company shall determine for any reason not to
register such Stock, the Company shall give notice to Investor and, thereupon,
shall be relieved of its obligation to register any Stock in connection with
such registration. The obligations under this Section 2.11 shall expire when all
of the shares of Stock are saleable by Investors pursuant to Rule 144 without
limitation as to volume.

CONFIDENTIAL

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

OF THE COMPANY

The Company represents and warrants to each of the Investors that, as of the
date hereof and as of the Initial Closing:

3.1 Issuance of Stock. The issuance of the Stock has been duly
authorized by all necessary corporate action and, when paid for and issued in
accordance with the terms of the Transaction Documents, the Stock will be duly
and validly issued, free and clear of all liens and encumbrances of the Company.
Assuming the accuracy of each of the representations and warranties set forth in
Section 2 of this Agreement, the Company’s offer and issuance of the Stock to
the Investors pursuant to this Agreement shall be exempt from registration under
the Act.

3.2 No Conflicts. The execution, delivery and performance of the
Transaction Documents by the Company and the consummation by the Company of the
transactions contemplated thereby will not (i) result in a violation of any
certificate of incorporation, certificate of designation or bylaws or any other
constituent document of the Company, or (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a
default) in any respect under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any material agreement, indenture or
instrument to which the Company is a party, or (iii) result in a violation of
any federal or state law, rule, regulation, order, judgment or decree (including
securities laws applicable to the Company) by which any property or asset of the
Company is bound or affected.

3.3 Consents. The Company is not required to obtain any consent,
authorization or order of, or make any filing or registration with, any court,
governmental agency or any regulatory or self-regulatory agency or any other
person in order for it to execute, deliver or perform any of its obligations
under or contemplated by the Transaction Documents, in each case in accordance
with the terms thereof, except for (a) the filing with the SEC of (i) a Form D
with respect to the transactions contemplated hereby and (ii) any registration
statements in accordance with Section 2.11 and (b) the filing with the
California Department of Corporations of a Notice pursuant to Section 25102(f)
of the California Corporate Securities Act of 1968, as amended.

3.4 No General Solicitation. Neither the Company, nor any of its
Affiliates (as defined below), nor any Person acting on its or their behalf, has
engaged in any form of general solicitation or general advertising (within the
meaning of Regulation D) in connection with the offer or sale of the Stock.

3.5 Delisting from NASDAQ; No Integrated Offering. The Company has
been delisted from NASDAQ. In addition, neither the Company nor any of its
Affiliates, nor any person acting on their behalf has, directly or indirectly,
made any offers or sales of any security or solicited any offers to buy any
security, under circumstances that would require registration of the issuance of
any of the Stock under the Act, whether through integration with prior offerings
or otherwise. Neither the Company, nor its Affiliates, nor any person acting on
their behalf will take any action or steps referred to in the preceding sentence
that would require registration of the issuance of any of the Stock under the
Act or cause the offering of the Stock to be integrated with other offerings.

CONFIDENTIAL

3.6 SEC Documents; Financial Statements. During the two (2) years
prior to the date hereof, the Company has not filed all reports, schedules,
forms, statements and other documents required to be filed by it with the SEC
pursuant to the reporting requirements of the 1934 Act (all of the foregoing
filed prior to the date hereof and all exhibits included therein and financial
statements, notes and documents incorporated by reference therein being
hereinafter referred to as the “SEC Documents“). True, correct
and complete copies of the SEC Documents have been made available to the
Investors through the EDGAR system. As of their respective filing dates, the SEC
Documents complied in all material respects with the requirements of the 1934
Act and the rules and regulations of the SEC promulgated thereunder applicable
to the SEC Documents, and none of the SEC Documents, at the time they were filed
with the SEC, contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading. As of their respective filing dates, the financial
statements of the Company included in the SEC Documents complied as to form in
all material respects with applicable accounting requirements and the published
rules and regulations of the SEC with respect thereto. Such financial statements
have been prepared in accordance with generally accepted accounting principles,
consistently applied, during the periods involved (except (i) as may be
otherwise indicated in such financial statements or the notes thereto, or (ii)
in the case of unaudited interim statements, to the extent they may exclude
footnotes or may be condensed or summary statements) and fairly present in all
material respects the financial position of the Company as of the dates thereof
and the results of its operations and cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal year-end audit
adjustments).

3.7 Foreign Corrupt Practices. Since January 1, 2007, neither the
Company nor any director, officer, agent, employee or other person acting on
behalf of the Company has, in the course of its actions for, or on behalf of,
the Company (i) used any corporate funds for any unlawful contribution, gift,
entertainment or other unlawful expenses relating to political activity; (ii)
made any direct or indirect unlawful payment to any foreign or domestic
government official or employee from corporate funds; (iii) violated any
provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv)
made any unlawful bribe, rebate, payoff, influence payment, kickback or other
unlawful payment to any foreign or domestic government official or employee.

3.8 Sarbanes-Oxley Act. The Company is a “Smaller Reporting Company”
as defined in Rule 12b-2 under the 1934 Act and as such is currently exempt from
many of the requirements of the Sarbanes-Oxley Act of 2002.

3.9 Employee Relations The Company is in compliance with all federal,
state and local laws and regulations respecting labor, employment and employment
practices and benefits, terms and conditions of employment and wages and hours,
except where failures to be in compliance would not, in the aggregate,
reasonably be expected to result in a Material Adverse Effect (as defined in
Section 3.13 below).

3.10 Intellectual Property Rights

(a)The Company owns or possesses adequate rights or licenses to use all
trademarks, trade names, service marks and all applications and registrations
therefor, patents, patent rights, copyrights, original works of authorship
(including computer software) and all applications and registrations therefor,
inventions, trade secrets and other intellectual property rights
(“Intellectual Property Rights“) necessary to
conduct their respective businesses as now conducted.

(b) The Company does not have any knowledge of any infringement by the
Company of Intellectual Property Rights of others. No claim, action or
proceeding has been brought, or to the knowledge of the Company, has been
threatened, by or against the Company regarding the infringement,
misappropriation or other violation of any Intellectual Property Rights, other
than any claim, action or proceeding which has since been resolved. The Company
is not aware of any existing facts which are likely to give rise to any
infringement of Intellectual Property Rights of others or infringement claims,
actions or proceedings. The Company has taken reasonable security measures to
protect the secrecy, confidentiality and value of its material Intellectual
Property Rights.

CONFIDENTIAL

3.11 Internal Accounting and Disclosure Controls. Subject to the
disclosures contained in the SEC Documents, the Company maintains a system of
internal accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management’s general or specific
authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted
accounting principles and to maintain asset and liability accountability, (iii)
access to assets or incurrence of liabilities is permitted only in accordance
with management’s general or specific authorization and (iv) the recorded
accountability for assets and liabilities is compared with the existing assets
and liabilities at reasonable intervals and appropriate action is taken with
respect to any difference. Subject to the disclosures contained in the SEC
Documents, the Company maintains disclosure controls and procedures (as such
term is defined in Rule 13a-14 under the 1934 Act) that are designed to ensure
that information required to be disclosed by the Company in the reports that it
files or submits under the 1934 Act is recorded, processed, summarized and
reported, within the time periods specified in the rules and forms of the SEC,
including, without limitation, controls and procedures designed to ensure that
information required to be disclosed by the Company in the reports that it files
or submits under the 1934 Act is accumulated and communicated to the Company’s
management, including its principal executive officer or officers and its
principal financial officer or officers, as appropriate.

3.12 Manipulation of Price. The Company has not, and to its knowledge
no one acting on its behalf has, (i) taken, directly or indirectly, any action
designed to cause or to result, or that could reasonably be expected to cause or
result, in the stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of any of the Stock, (ii) sold, bid
for, purchased, or paid any compensation for soliciting purchases of, any of the
Stock or (iii) paid or agreed to pay to any person any compensation for
soliciting another to purchase any other stock of the Company.

3.13 Material Adverse Effect. As used herein the term,
“Material Adverse Effect” means any material
adverse effect on the business, properties, assets, operations, results of
operations or financial condition of the Company, taken as a whole, or on the
transactions contemplated hereby or in the other Transaction Documents, or on
the authority or ability of the Company to perform its obligations under the
Transaction Documents.

CONFIDENTIAL

ARTICLE 4

COMPANY COVENANTS

4.1 Use of Proceeds. The Company will use the proceeds from the sale
of the Stock for general corporate purposes, including general and
administrative expenses, research and development expenses, and payment of
outstanding liabilities, and not for the redemption or repurchase of any of its
equity securities.

4.2 Disclosure of Transactions and Other Material Information. On or
before the fourth business day following the Initial Closing Date, the Company
shall issue a press release and file a Current Report on Form 8-K, in compliance
with applicable SEC regulations.

CONFIDENTIAL

ARTICLE 5

INDEMNIFICATION

5.1 Indemnification of the Company. The Investors recognizes that the
Company153s entering into this Agreement will be based to a material extent upon
the Investors’ representations and warranties set forth herein and Investors
agree to indemnify and hold harmless the Company and its officers, directors,
counsel, employees and other agents from and against any and all loss, damages,
liabilities or expenses including reasonable attorneys153 fees which any such
person may incur by reason of or in connection with any misrepresentation made
by Investors in this Agreement or otherwise, any breach by Investors of their
agreements with the Company or any sale or distribution of any Stock by
Investors in violation of the Act or State Acts. All representations and
warranties of Investors contained in this Agreement shall survive this
Agreement.

5.2 Indemnification of Investors. Subject to the provisions of this
Section 5.2, the Company will indemnify and hold each Investor and its
directors, officers, shareholders, members, partners, employees and agents (and
any other Persons with a functionally equivalent role of a Person holding such
titles notwithstanding a lack of such title or any other title), each Person who
controls such Investor (within the meaning of Section 15 of the Act and Section
20 of the 1934 Act), and the directors, officers, agents, members, partners or
employees (and any other Persons with a functionally equivalent role of a Person
holding such titles notwithstanding a lack of such title or any other title) of
such controlling person (each, a “Investor Party“) harmless from any and
all losses, liabilities, obligations, claims, contingencies, damages, costs and
expenses, including all judgments, amounts paid in settlements, court costs and
reasonable attorneys153 fees and costs of investigation that any such Investor
Party may suffer or incur as a result of or relating to (a) any breach of any of
the representations, warranties, covenants or agreements made by the Company in
this Agreement or (b) any action instituted against an Investor, or any of them
or their respective Affiliates (as defined under Rule 501 of Regulation D), by
any stockholder of the Company who is not an Affiliate of such Investor, with
respect to any of the transactions contemplated by this Agreement (unless such
action is based upon a breach of such Investor153s representations, warranties or
covenants under this Agreement or any agreements or understandings such Investor
may have with any such stockholder or any violations by the Investor of state or
federal securities laws or any conduct by such Investor which constitutes fraud,
gross negligence, willful misconduct or malfeasance). If any action shall be
brought against any Investor Party in respect of which indemnity may be sought
pursuant to this Agreement, such Investor Party shall promptly notify the
Company in writing, and the Company shall have the right to assume the defense
thereof with counsel of its own choosing. Any Investor Party shall have the
right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel shall be at the
expense of such Investor Party except to the extent that (i) the employment
thereof has been specifically authorized by the Company in writing, (ii) the
Company has failed after a reasonable period of time to assume such defense and
to employ counsel or (iii) in such action there is, in the reasonable opinion of
such separate counsel, a material conflict on any material issue between the
position of the Company and the position of such Investor Party, in which case
the Company shall be responsible for the reasonable fees and expenses of no more
than one such separate counsel. The Company will not be liable to any Investor
Party under this Agreement to the extent it would incur an indemnity obligation
pursuant to this Section 5.2 (i) for any settlement by a Investor Party effected
without the Company153s prior written consent, which shall not be unreasonably
withheld or delayed; or (ii) to the extent, but only to the extent that a loss,
claim, damage or liability is attributable to any Investor Party153s breach of any
of the representations, warranties, covenants or agreements made by the
Investors in this Agreement.

CONFIDENTIAL

ARTICLE 6

MISCELLANEOUS PROVISIONS

6.1 Captions and Headings. The Article and Section headings throughout
this Agreement are for convenience of reference only and shall in no way be
deemed to define, limit, or alter any provision of this Agreement.

6.2 Entire Agreement; Amendment. This Agreement, together with any
previously executed non-disclosure agreements applicable to this transaction
being entered into at the Closings set forth the entire agreement and
understanding of the Parties and shall supersede all prior agreements and
understandings. No amendment of the Agreement shall be made without the express
written consent of the Parties.

6.3 Severability. The invalidity or unenforceability of any particular
provision of this Agreement shall not affect any other provision hereof, and all
other provisions hereof shall continue to be enforceable to the maximum extent
permitted by law.

6.4 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of California, without reference to
principles of conflicts of laws.

6.5 Notices. All notices, requests, demands, consents, and other
communications hereunder shall be transmitted in writing and shall be deemed to
have been duly given when hand-delivered or sent by certified or registered
mail, postage prepaid, with return receipt requested, addressed to the Parties
as follows:

To the Company:

2372-A Qume Drive, San Jose, California 95131

Attention: President and Chief Executive Officer; and

To each Investor:

As set forth on Exhibit A

Any Party may change its address for purposes of this Section by giving
notice as provided herein.

6.6 Counterparts. This Agreement may be executed in two or more
identical counterparts, all of which shall be considered one and the same
agreement and shall become effective when all counterparts have been signed by
each Party and delivered to the other Parties; provided that a facsimile
signature or signature represented in portable document format (pdf) or other
image file shall be considered due execution and shall be binding upon the
signatory thereto with the same force and effect as if the signature were an
original.

6.7 Independent Nature of Investors153 Obligations and Rights. The
obligations of each Investor under this Agreement are several and not joint with
the obligations of any other Investor, and no Investor shall be responsible in
any way for the performance of the obligations of any other Investor under this
Agreement. Nothing contained herein, and no action taken by any Investor
pursuant hereto, shall be deemed to constitute the Investors as a partnership,
an association, a joint venture or any other kind of entity, or create a
presumption that the Investors are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by this
Agreement. Each Investor shall be entitled to independently protect and enforce
its rights, including without limitation the rights arising out of this
Agreement, and it shall not be necessary for any other Investor to be joined as
an additional party in any proceeding for such purpose. Each Investor has been
represented by its own separate legal counsel in their review and negotiation of
this Agreement.

CONFIDENTIAL

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the Parties hereto as of the date first above written.

NEOMAGIC CORPORATION

By:

Syed Zaidi, President and Chief Executive Officer

CONFIDENTIAL

Exhibit A : SCHEDULE OF INVESTORS : INITIAL CLOSING

Date: January 11, 2012

Name and Address of Investor	Number of shares of Common Stock	Consideration to Be Paid at the Initial Closing

CONFIDENTIAL

Exhibit A : SCHEDULE OF INVESTORS : SUBSEQUENT
CLOSINGS

Date:

Name and Address of Investor	Number of shares of Common Stock	Consideration to Be Paid at the Subsequent Closing






Total

CONFIDENTIAL

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