{"id":43676,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-purchase-agreement-form-neomagic-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-purchase-agreement-form-neomagic-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-purchase-agreement-form-neomagic-corp.html","title":{"rendered":"Stock Purchase Agreement Form – NeoMagic Corp."},"content":{"rendered":"

STOCK PURCHASE AGREEMENT<\/strong><\/p>\n

\n

THIS STOCK PURCHASE AGREEMENT (this “Agreement<\/u><\/em>“) is dated as
\nof January 11. 2012, and is entered into by and among each of the investors
\nwhose names are listed on Exhibit A<\/u> hereto (each individually, an
\n“Investor<\/u><\/em>” and collectively, the “Investors<\/u><\/em>“)
\nand NeoMagic Corporation, a Delaware corporation (the
\n“Company<\/u><\/em>“), with the Company and each of the Investors
\nhereinafter being referred to collectively as the “Parties<\/u><\/em>” and
\nindividually as a “Party<\/u><\/em>.”).<\/p>\n<\/p>\n

RECITALS<\/u><\/strong><\/p>\n

\n

WHEREAS, subject to the terms and conditions set forth in this Agreement and
\npursuant to Section 4(2) of the Securities Act of 1933, as amended (the
\n“Act<\/u><\/em>“), the Company desires to issue and sell to each Investor,
\nand each Investor desires to purchase from the Company, common stock to be
\nissued by the Company as more fully described below in this Agreement, including
\nthe exhibits hereto;<\/p>\n<\/p>\n

WHEREAS, the Company and each Investor are executing and delivering this
\nAgreement in reliance upon an exemption from securities registration pursuant to
\nSection 4(2) and\/or Rule 505 of Regulation D (“Regulation D<\/u><\/em>“) as
\npromulgated by the U.S. Securities and Exchange Commission (the
\n“SEC<\/u><\/em>“) under the Act;<\/p>\n<\/p>\n

WHEREAS, the Parties desire that, upon the terms and subject to the
\nconditions contained herein, including payment by the Investors, in accordance
\nwith Exhibit A<\/u>, of an aggregate consideration of up to One Hundred Sixty
\nThousand Dollars (U.S. $160,000.00), the Company shall issue and sell to
\nInvestors, and the Investors shall purchase up to Sixteen Million (16,000,000)
\nshares of the Company153s common stock, par value $0.001 (the “Common
\nStock);<\/u><\/em><\/p>\n<\/p>\n<\/p>\n

WHEREAS, the aggregate consideration payable by the Investors shall be based
\non a purchase price of One Cents ($.01) (the “Purchase Price<\/u><\/em>“)
\nfor one share of Common Stock (the shares of Common Stock issued to the
\nInvestors pursuant to this Agreement shall be referred to in this Agreement as
\nthe “Stock<\/u><\/em>“); and<\/p>\n<\/p>\n

WHEREAS, contemporaneously with the execution and delivery of this Agreement
\nthe Parties may be executing and delivering other contemporaneous agreements
\nexecuted by the Parties, which together with this Agreement shall be
\ncollectively referred to as the “Transaction Documents<\/u><\/em>“);<\/p>\n<\/p>\n

NOW, THEREFORE, in consideration of the mutual agreements hereinafter set
\nforth, and such other good and valuable consideration, the receipt and
\nsufficiency of which are hereby acknowledged, the Parties hereto do hereby
\ncovenant, agree, represent and warrant as follows:<\/p>\n<\/p>\n

CONFIDENTIAL<\/p>\n<\/p>\n

\n<\/p>\n

ARTICLE 1<\/p>\n

\n

PURCHASE AND SALE OF SECURITIES<\/strong><\/p>\n

\n

1.1 Incorporation of Recitals<\/u>. The recitals to this Agreement set
\nforth above are hereby incorporated by reference into this Agreement.<\/p>\n<\/p>\n<\/p>\n

1.2 Purchase of Stock<\/u>. Subject to the satisfaction (or waiver) of the
\nterms and conditions of this Agreement, each Investor agrees to purchase at the
\napplicable Closing (as defined below) and the Company agrees to sell and issue
\nto such Investor at the applicable Closing the Stock set forth opposite its name
\nin Exhibit A<\/u> hereto.<\/p>\n<\/p>\n<\/p>\n

1.3 Initial Closing Date<\/u>. The closing (the “Initial
\nClosing<\/u><\/em>“) of the purchase and sale of the Common Stock shall take place
\nat 4:00 p.m., Pacific Time on January 11, 2012, subject to any required
\nnotification of satisfaction of the conditions to the Initial Closing set forth
\nherein, or on such later date as is mutually agreed to by the Company and the
\nInvestors (the “Initial Closing Date<\/u><\/em>“). The Initial Closing
\nshall occur on the Initial Closing Date at the offices of the Company at 2372-A
\nQume Drive, San Jose, California 95131(or such other place as is mutually agreed
\nto by the Company and the Investors).<\/p>\n<\/p>\n

1.3 Subsequent Closings<\/u>. At the discretion of the Company, the Company
\nmay conduct one or more subsequent closings (each a “Subsequent
\nClosing<\/u><\/em>” and collectively with the Initial Closing, the
\n“Closings<\/u><\/em>” and each individually, a “Closing<\/u><\/em>“)
\nwithin 150 days of the Initial Closing Date. Subject to the terms and conditions
\nhereof, on the closing date of each Subsequent Closing (each a
\n“Subsequent Closing Date<\/u><\/em>“) the Company will issue and sell to
\neach additional Investor, and each additional Investor will purchase, the Stock
\nspecified opposite the name of each such Investor added to Exhibit A<\/u>. Any
\nsuch Investor shall become a party to this Agreement, and shall have the rights
\nand obligations hereunder. In the event that there is more than one Closing, the
\nterm Stock shall apply to all Stock sold and issued at each such Subsequent
\nClosing.<\/p>\n<\/p>\n

1.4 Closing Deliveries<\/u>.<\/p>\n<\/p>\n<\/p>\n

(a) At the Initial Closing, and each Subsequent Closing, the Company shall
\ndeliver or cause to be delivered to each Investor the following (the
\n“Company Deliverable<\/u><\/em>“):<\/p>\n<\/p>\n

(i) irrevocable instructions addressed to the Company153s transfer agent
\ninstructing it to issue a certificate or to make an appropriate book entry
\nevidencing the Stock, registered in the name of such Investor;<\/p>\n<\/p>\n

(b) At the Initial Closing, and each Subsequent Closing, each Investor shall
\ndeliver or cause to be delivered to the Company the consideration set forth
\nopposite such Investor’s name on Exhibit A<\/u>, in immediately available
\nfunds, by wire transfer to the following bank account:<\/p>\n<\/p>\n<\/p>\n

NeoMagic Corporation<\/p>\n<\/p>\n

Checking account No. XXXXXXXXX<\/p>\n<\/p>\n

XXXXXXXXXXXXXXXX<\/p>\n<\/p>\n

XXXXXXXXXXXXXXXX<\/p>\n<\/p>\n

XXXXXXXXXXXXXXXX<\/p>\n<\/p>\n

Routing and Transit #ABA: XXXXXXX<\/p>\n<\/p>\n

SWIFT: XXXXXXXX<\/p>\n<\/p>\n

CONFIDENTIAL<\/p>\n<\/p>\n

2<\/p>\n

\n

\n<\/p>\n

ARTICLE 2<\/p>\n

\n

REPRESENTATIONS AND WARRANTIES<\/strong><\/p>\n

\n

OF THE INVESTORS<\/strong><\/p>\n

\n<\/p>\n

Except for the representations and warranties set forth in Section 2.1(b)
\nwhich is being made only by Investors that are not employees of the Company,
\neach of the Investors represents and warrants to the Company that, as of the
\ndate hereof and as of the applicable Closing:<\/p>\n<\/p>\n<\/p>\n

2.1 Status of Investor<\/u>.<\/p>\n<\/p>\n<\/p>\n

(a) Investor has such knowledge and experience in financial and business
\nmatters that it is capable of evaluating the merits and risks of an investment
\nin the Stock.<\/p>\n<\/p>\n

(b) Investor is an “accredited investor” as defined in Rule 501(a) under the
\nAct. Such Investor is not a registered broker-dealer under Section 15 of the
\nSecurities Exchange Act of 1934, as amended (the “1934
\nAct”<\/u><\/em><\/strong>).<\/p>\n<\/p>\n<\/p>\n

(c) Investor is acquiring the Stock as principal for its own account for
\ninvestment purposes only and not with a view to or with the intent of
\ndistributing or reselling such Stock or any part thereof, without prejudice,
\nhowever, to such Investor153s right at all times to sell or otherwise dispose of
\nall or any part of such Stock in compliance with the one year holding period set
\nforth in Rule 144 promulgated under the Act and in compliance with other
\napplicable federal and state securities laws. Subject to the immediately
\npreceding sentence, nothing contained herein shall be deemed a representation or
\nwarranty by such Investor to hold the Stock for any period of time. Such
\nInvestor is acquiring the Stock hereunder in the ordinary course of its
\nbusiness. Such Investor does not have any agreement or understanding, directly
\nor indirectly, with any person to distribute any of the Securities.<\/p>\n<\/p>\n

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

2.2 Access to Information<\/u>. Investor has been furnished with such
\nmaterials and has been given access to such information relating to the Company
\nas it its representative has requested and has been afforded the full
\nopportunity to ask questions regarding the Company and the Stock, all to the
\nextent that the Investor has found necessary to make an informed decision
\nregarding the Investor153s entering into this Agreement. In particular, Investor
\nspecifically confirms that all of the Company’s filings, including its
\nForm10-K’s, 10-Q and 8-K’s for 2007 through the date of October 31, 2010 hereof
\nhave been made available to the Investor at www.sec.gov<\/u>. Information for
\nthe period ending January 30, 2011 to the present is not available through the
\nSEC due to the cessation of the Company153s required filings under the 1934 Act.
\nInvestor also confirms that it has been advised that the proceeds of this
\noffering are to be utilized as provided in Section 4.1 below.<\/p>\n<\/p>\n<\/p>\n

CONFIDENTIAL<\/p>\n<\/p>\n

3<\/p>\n

\n

\n

2.3 Understanding of Risks Associated with the Acquisition of the
\nStock<\/u>. Investor understands that an investment in the Stock is speculative
\nand subject to numerous risks, including but not limited to the risks set forth
\nin the Company153s filings with the SEC under the heading “Risk Factors.”<\/p>\n<\/p>\n<\/p>\n

2.4 Understanding of Nature of Stock<\/u>. Investor understands that:<\/p>\n<\/p>\n

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

(b) the shares of Stock are “restricted securities” as that term is defined
\nin Rule 144 under the Act.<\/p>\n<\/p>\n<\/p>\n

(c) the certificates, if any, evidencing the Stock shall include provisions
\nsubstantially in the form of the legend set forth below, which Investor has
\nread, understands and agrees to be bound by:<\/p>\n<\/p>\n

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
\nTHE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT<\/u><\/em>“), OR UNDER
\nAPPLICABLE STATE SECURITIES ACTS (THE “STATE ACTS”). NOR IS SUCH REGISTRATION
\nCONTEMPLATED. SUCH SECURITIES MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED
\nOR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THE ACT OR THE STATE ACTS,
\nEXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE
\nBOARD OF DIRECTORS OF THE COMPANY AND TO LEGAL COUNSEL FOR THE COMPANY THAT
\nREGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE BOARD OF
\nDIRECTORS AND SUCH COUNSEL SATISFACTORY EVIDENCE THAT ANY SUCH TRANSFER WILL NOT
\nBE IN VIOLATION OF THE ACT OR STATE ACTS OR ANY RULE OR REGULATION PROMULGATED
\nTHEREUNDER.<\/p>\n<\/p>\n

(d) the Company may, from time to time, make stop transfer notations in the
\nCompany153s records to ensure compliance with the Act and any applicable State
\nActs.<\/p>\n<\/p>\n

(e) Investor agrees, prior to any transfer of the Stock, to give written
\nnotice to the Company expressing its desire to effect such transfer and
\ndescribing briefly the proposed transfer. Upon receiving such notice, the
\nCompany shall present copies thereof to counsel for the Company and the
\nfollowing provisions shall apply:<\/p>\n<\/p>\n

(i) If, in the opinion of such counsel, the proposed transfer of such Stock
\nmay be effected without registration of such Stock under the Act and the State
\nActs, the Company shall promptly thereafter notify the person desiring to
\ntransfer such Stock, whereupon such person shall be entitled to transfer such
\nStock, all in accordance with the terms of the notice delivered by such person
\nto the Company and upon such further terms and conditions as shall be required
\nby the Company to ensure compliance with the Act and the State Acts.<\/p>\n<\/p>\n

(ii) If, in the opinion of such counsel, the proposed transfer of such Stock
\nmay not be effected without registration of such Stock under the Act and the
\nState Acts, a copy of such opinion shall be promptly delivered to the person who
\nhas proposed such transfer, and such proposed transfer shall not be made unless
\nsuch registration is then in effect.<\/p>\n<\/p>\n

2.5 Investment Intent<\/u>. Investor represents and warrants that:<\/p>\n<\/p>\n

CONFIDENTIAL<\/p>\n<\/p>\n

4<\/p>\n

\n

\n

(a) Investor is acquiring the Stock for the Investor153s own account and not on
\nbehalf of any other person.<\/p>\n<\/p>\n

(b) Investor is the sole party in interest in this investment in the Stock
\nand is acquiring the Stock for investment and not for distribution or with the
\nintent of dividing Investor153s participation with others or of selling,
\nassigning, transferring or otherwise disposing of the Stock.<\/p>\n<\/p>\n

2.6 Further Assurances<\/u>. Investor will execute and deliver to the
\nCompany any document, or do any other act or thing, which the Company may
\nreasonably request in connection with the acquisition or transfer of the Stock.\n<\/p>\n<\/p>\n

2.7 Non-disclosure<\/u>. Except as expressly permitted by its current
\nnon-disclosure agreement with the Company, Investor has not distributed to any
\nperson any written materials furnished to Investor by the Company.<\/p>\n<\/p>\n<\/p>\n

2.8 Ability to Bear Economic Risk<\/u>. Investor has adequate means of
\nproviding for its current needs and possible future contingencies, and has no
\nneed, and anticipates no need in the foreseeable future, to sell the Stock which
\nit is acquiring pursuant to this Agreement. Investor is able to bear the
\neconomic risks related to the acquisition of the Stock and, consequently,
\nwithout limiting the generality of the foregoing, is able to hold the Stock for
\nan indefinite period of time and has sufficient net worth to sustain a loss of
\nits entire interest in the Company in the event such loss should occur. Investor
\nhas no need for liquidity with respect to the Stock being purchased hereunder.\n<\/p>\n<\/p>\n

2.9 Tax Matters<\/u>. Investor has reviewed with Investor153s own tax
\nadvisors the federal, state, local and foreign tax consequences arising in
\nconnection with the acquisition of the Stock (including any tax consequences
\nthat may result under recently enacted tax legislation). Investor is relying
\nsolely on such advisors and not on any statements or representations of the
\nCompany or any of its agents and understands that Investor (and not the Company)
\nshall be responsible for Investor153s own tax liability that may arise as a result
\nof this transaction.<\/p>\n<\/p>\n

2.10 Accuracy of Representations<\/u>. All of the representations and
\ninformation provided herein and any additional information that Investor has
\nfurnished to the Company or its agents with respect to Investor153s financial
\nposition and business experience is accurate and complete as of the date of this
\nAgreement. If there should be any material adverse change in any such
\nrepresentation or information prior to the applicable Closing, Investor will
\nimmediately furnish accurate and complete information concerning any such
\nmaterial change to the Company.<\/p>\n<\/p>\n

2.11 Piggyback Registration Rights<\/u>. If at any time following the
\nInitial Closing Date the Company proposes to register any of the Stock under the
\nAct (other than an underwritten public offering or a registration on Form S-8 or
\nS-4, or any successor forms, relating to Common Stock issuable upon exercise of
\nemployee or consultant stock options or otherwise in connection with any
\nemployee benefit or similar plan of the Company or in connection with a direct
\nor indirect acquisition by the Company of another entity), whether or not for
\nsale for its own account, the Company shall each such time give prompt notice at
\nleast ten (10) days prior to the anticipated filing date of the registration
\nstatement relating to such registration to Investor, which notice shall offer
\nInvestor the opportunity to include in such registration statement the number of
\nshares of Stock such Investor may request. Upon the request of Investor made
\nwithin five (5) days after the receipt of notice from the Company (which request
\nshall specify the number of shares of the Stock intended to be registered by
\nInvestor, the Company shall use all reasonable efforts to effect the
\nregistration under the Act of all Stock that the Company has been so requested
\nto register by the Investors, to the extent requisite to permit the disposition
\nof the Stock so to be registered, provided that if, at any time after giving
\nnotice of its intention to register any Stock pursuant to this Section 2.11 and
\nprior to the effective date of the registration statement filed in connection
\nwith such registration, the Company shall determine for any reason not to
\nregister such Stock, the Company shall give notice to Investor and, thereupon,
\nshall be relieved of its obligation to register any Stock in connection with
\nsuch registration. The obligations under this Section 2.11 shall expire when all
\nof the shares of Stock are saleable by Investors pursuant to Rule 144 without
\nlimitation as to volume.<\/p>\n<\/p>\n<\/p>\n

CONFIDENTIAL<\/p>\n<\/p>\n

5<\/p>\n

\n

\n<\/p>\n

ARTICLE 3<\/p>\n

\n

REPRESENTATIONS AND WARRANTIES<\/strong><\/p>\n

\n

OF THE COMPANY<\/strong><\/p>\n

\n<\/p>\n

The Company represents and warrants to each of the Investors that, as of the
\ndate hereof and as of the Initial Closing:<\/p>\n<\/p>\n<\/p>\n

3.1 Issuance of Stock<\/u>. The issuance of the Stock has been duly
\nauthorized by all necessary corporate action and, when paid for and issued in
\naccordance with the terms of the Transaction Documents, the Stock will be duly
\nand validly issued, free and clear of all liens and encumbrances of the Company.
\nAssuming the accuracy of each of the representations and warranties set forth in
\nSection 2 of this Agreement, the Company’s offer and issuance of the Stock to
\nthe Investors pursuant to this Agreement shall be exempt from registration under
\nthe Act.<\/p>\n<\/p>\n<\/p>\n

3.2 No Conflicts<\/u>. The execution, delivery and performance of the
\nTransaction Documents by the Company and the consummation by the Company of the
\ntransactions contemplated thereby will not (i) result in a violation of any
\ncertificate of incorporation, certificate of designation or bylaws or any other
\nconstituent document of the Company, or (ii) conflict with, or constitute a
\ndefault (or an event which with notice or lapse of time or both would become a
\ndefault) in any respect under, or give to others any rights of termination,
\namendment, acceleration or cancellation of, any material agreement, indenture or
\ninstrument to which the Company is a party, or (iii) result in a violation of
\nany federal or state law, rule, regulation, order, judgment or decree (including
\nsecurities laws applicable to the Company) by which any property or asset of the
\nCompany is bound or affected.<\/p>\n<\/p>\n<\/p>\n

3.3 Consents<\/u>. The Company is not required to obtain any consent,
\nauthorization or order of, or make any filing or registration with, any court,
\ngovernmental agency or any regulatory or self-regulatory agency or any other
\nperson in order for it to execute, deliver or perform any of its obligations
\nunder or contemplated by the Transaction Documents, in each case in accordance
\nwith the terms thereof, except for (a) the filing with the SEC of (i) a Form D
\nwith respect to the transactions contemplated hereby and (ii) any registration
\nstatements in accordance with Section 2.11 and (b) the filing with the
\nCalifornia Department of Corporations of a Notice pursuant to Section 25102(f)
\nof the California Corporate Securities Act of 1968, as amended.<\/p>\n<\/p>\n<\/p>\n

3.4 No General Solicitation.<\/u> Neither the Company, nor any of its
\nAffiliates (as defined below), nor any Person acting on its or their behalf, has
\nengaged in any form of general solicitation or general advertising (within the
\nmeaning of Regulation D) in connection with the offer or sale of the Stock.<\/p>\n<\/p>\n<\/p>\n

3.5 Delisting from NASDAQ; No Integrated Offering<\/u>. The Company has
\nbeen delisted from NASDAQ. In addition, neither the Company nor any of its
\nAffiliates, nor any person acting on their behalf has, directly or indirectly,
\nmade any offers or sales of any security or solicited any offers to buy any
\nsecurity, under circumstances that would require registration of the issuance of
\nany of the Stock under the Act, whether through integration with prior offerings
\nor otherwise. Neither the Company, nor its Affiliates, nor any person acting on
\ntheir behalf will take any action or steps referred to in the preceding sentence
\nthat would require registration of the issuance of any of the Stock under the
\nAct or cause the offering of the Stock to be integrated with other offerings.\n<\/p>\n<\/p>\n<\/p>\n

CONFIDENTIAL<\/p>\n<\/p>\n

6<\/p>\n

\n

\n

3.6 SEC Documents; Financial Statements<\/u>. During the two (2) years
\nprior to the date hereof, the Company has not filed all reports, schedules,
\nforms, statements and other documents required to be filed by it with the SEC
\npursuant to the reporting requirements of the 1934 Act (all of the foregoing
\nfiled prior to the date hereof and all exhibits included therein and financial
\nstatements, notes and documents incorporated by reference therein being
\nhereinafter referred to as the “SEC Documents<\/u><\/em>“). True, correct
\nand complete copies of the SEC Documents have been made available to the
\nInvestors through the EDGAR system. As of their respective filing dates, the SEC
\nDocuments complied in all material respects with the requirements of the 1934
\nAct and the rules and regulations of the SEC promulgated thereunder applicable
\nto the SEC Documents, and none of the SEC Documents, at the time they were filed
\nwith the SEC, contained any untrue statement of a material fact or omitted to
\nstate a material fact required to be stated therein or necessary in order to
\nmake the statements therein, in the light of the circumstances under which they
\nwere made, not misleading. As of their respective filing dates, the financial
\nstatements of the Company included in the SEC Documents complied as to form in
\nall material respects with applicable accounting requirements and the published
\nrules and regulations of the SEC with respect thereto. Such financial statements
\nhave been prepared in accordance with generally accepted accounting principles,
\nconsistently applied, during the periods involved (except (i) as may be
\notherwise indicated in such financial statements or the notes thereto, or (ii)
\nin the case of unaudited interim statements, to the extent they may exclude
\nfootnotes or may be condensed or summary statements) and fairly present in all
\nmaterial respects the financial position of the Company as of the dates thereof
\nand the results of its operations and cash flows for the periods then ended
\n(subject, in the case of unaudited statements, to normal year-end audit
\nadjustments).<\/p>\n<\/p>\n<\/p>\n

3.7 Foreign Corrupt Practices<\/u>. Since January 1, 2007, neither the
\nCompany nor any director, officer, agent, employee or other person acting on
\nbehalf of the Company has, in the course of its actions for, or on behalf of,
\nthe Company (i) used any corporate funds for any unlawful contribution, gift,
\nentertainment or other unlawful expenses relating to political activity; (ii)
\nmade any direct or indirect unlawful payment to any foreign or domestic
\ngovernment official or employee from corporate funds; (iii) violated any
\nprovision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv)
\nmade any unlawful bribe, rebate, payoff, influence payment, kickback or other
\nunlawful payment to any foreign or domestic government official or employee.<\/p>\n<\/p>\n

3.8 Sarbanes-Oxley Act<\/u>. The Company is a “Smaller Reporting Company”
\nas defined in Rule 12b-2 under the 1934 Act and as such is currently exempt from
\nmany of the requirements of the Sarbanes-Oxley Act of 2002.<\/p>\n<\/p>\n

3.9 Employee Relations <\/u>The Company is in compliance with all federal,
\nstate and local laws and regulations respecting labor, employment and employment
\npractices and benefits, terms and conditions of employment and wages and hours,
\nexcept where failures to be in compliance would not, in the aggregate,
\nreasonably be expected to result in a Material Adverse Effect (as defined in
\nSection 3.13 below).<\/p>\n<\/p>\n

3.10 Intellectual Property Rights<\/u><\/p>\n<\/p>\n<\/p>\n

(a)The Company owns or possesses adequate rights or licenses to use all
\ntrademarks, trade names, service marks and all applications and registrations
\ntherefor, patents, patent rights, copyrights, original works of authorship
\n(including computer software) and all applications and registrations therefor,
\ninventions, trade secrets and other intellectual property rights
\n(“Intellectual Property Rights<\/u><\/em><\/strong>“) necessary to
\nconduct their respective businesses as now conducted.<\/p>\n<\/p>\n<\/p>\n

(b) The Company does not have any knowledge of any infringement by the
\nCompany of Intellectual Property Rights of others. No claim, action or
\nproceeding has been brought, or to the knowledge of the Company, has been
\nthreatened, by or against the Company regarding the infringement,
\nmisappropriation or other violation of any Intellectual Property Rights, other
\nthan any claim, action or proceeding which has since been resolved. The Company
\nis not aware of any existing facts which are likely to give rise to any
\ninfringement of Intellectual Property Rights of others or infringement claims,
\nactions or proceedings. The Company has taken reasonable security measures to
\nprotect the secrecy, confidentiality and value of its material Intellectual
\nProperty Rights.<\/p>\n<\/p>\n

CONFIDENTIAL<\/p>\n<\/p>\n

7<\/p>\n

\n

\n

3.11 Internal Accounting and Disclosure Controls<\/u>. Subject to the
\ndisclosures contained in the SEC Documents, the Company maintains a system of
\ninternal accounting controls sufficient to provide reasonable assurance that (i)
\ntransactions are executed in accordance with management’s general or specific
\nauthorizations, (ii) transactions are recorded as necessary to permit
\npreparation of financial statements in conformity with generally accepted
\naccounting principles and to maintain asset and liability accountability, (iii)
\naccess to assets or incurrence of liabilities is permitted only in accordance
\nwith management’s general or specific authorization and (iv) the recorded
\naccountability for assets and liabilities is compared with the existing assets
\nand liabilities at reasonable intervals and appropriate action is taken with
\nrespect to any difference. Subject to the disclosures contained in the SEC
\nDocuments, the Company maintains disclosure controls and procedures (as such
\nterm is defined in Rule 13a-14 under the 1934 Act) that are designed to ensure
\nthat information required to be disclosed by the Company in the reports that it
\nfiles or submits under the 1934 Act is recorded, processed, summarized and
\nreported, within the time periods specified in the rules and forms of the SEC,
\nincluding, without limitation, controls and procedures designed to ensure that
\ninformation required to be disclosed by the Company in the reports that it files
\nor submits under the 1934 Act is accumulated and communicated to the Company’s
\nmanagement, including its principal executive officer or officers and its
\nprincipal financial officer or officers, as appropriate.<\/p>\n<\/p>\n<\/p>\n

3.12 Manipulation of Price<\/u>. The Company has not, and to its knowledge
\nno one acting on its behalf has, (i) taken, directly or indirectly, any action
\ndesigned to cause or to result, or that could reasonably be expected to cause or
\nresult, in the stabilization or manipulation of the price of any security of the
\nCompany to facilitate the sale or resale of any of the Stock, (ii) sold, bid
\nfor, purchased, or paid any compensation for soliciting purchases of, any of the
\nStock or (iii) paid or agreed to pay to any person any compensation for
\nsoliciting another to purchase any other stock of the Company.<\/p>\n<\/p>\n<\/p>\n

3.13 Material Adverse Effect.<\/u> As used herein the term,
\n“Material Adverse Effect<\/u><\/em><\/strong>” means any material
\nadverse effect on the business, properties, assets, operations, results of
\noperations or financial condition of the Company, taken as a whole, or on the
\ntransactions contemplated hereby or in the other Transaction Documents, or on
\nthe authority or ability of the Company to perform its obligations under the
\nTransaction Documents.<\/p>\n<\/p>\n<\/p>\n

CONFIDENTIAL<\/p>\n<\/p>\n

8<\/p>\n

\n

\n

ARTICLE 4<\/p>\n

\n

COMPANY COVENANTS<\/strong><\/p>\n

\n

4.1 Use of Proceeds<\/u>. The Company will use the proceeds from the sale
\nof the Stock for general corporate purposes, including general and
\nadministrative expenses, research and development expenses, and payment of
\noutstanding liabilities, and not for the redemption or repurchase of any of its
\nequity securities.<\/p>\n<\/p>\n

4.2 Disclosure of Transactions and Other Material Information<\/u>. On or
\nbefore the fourth business day following the Initial Closing Date, the Company
\nshall issue a press release and file a Current Report on Form 8-K, in compliance
\nwith applicable SEC regulations.<\/p>\n<\/p>\n<\/p>\n

CONFIDENTIAL<\/p>\n<\/p>\n

9<\/p>\n

\n

\n

ARTICLE 5<\/p>\n

\n

INDEMNIFICATION<\/strong><\/p>\n

\n

5.1 Indemnification of the Company.<\/u> The Investors recognizes that the
\nCompany153s entering into this Agreement will be based to a material extent upon
\nthe Investors’ representations and warranties set forth herein and Investors
\nagree to indemnify and hold harmless the Company and its officers, directors,
\ncounsel, employees and other agents from and against any and all loss, damages,
\nliabilities or expenses including reasonable attorneys153 fees which any such
\nperson may incur by reason of or in connection with any misrepresentation made
\nby Investors in this Agreement or otherwise, any breach by Investors of their
\nagreements with the Company or any sale or distribution of any Stock by
\nInvestors in violation of the Act or State Acts. All representations and
\nwarranties of Investors contained in this Agreement shall survive this
\nAgreement.<\/p>\n<\/p>\n<\/p>\n

5.2 Indemnification of Investors<\/u>. Subject to the provisions of this
\nSection 5.2, the Company will indemnify and hold each Investor and its
\ndirectors, officers, shareholders, members, partners, employees and agents (and
\nany other Persons with a functionally equivalent role of a Person holding such
\ntitles notwithstanding a lack of such title or any other title), each Person who
\ncontrols such Investor (within the meaning of Section 15 of the Act and Section
\n20 of the 1934 Act), and the directors, officers, agents, members, partners or
\nemployees (and any other Persons with a functionally equivalent role of a Person
\nholding such titles notwithstanding a lack of such title or any other title) of
\nsuch controlling person (each, a “Investor Party<\/u>“) harmless from any and
\nall losses, liabilities, obligations, claims, contingencies, damages, costs and
\nexpenses, including all judgments, amounts paid in settlements, court costs and
\nreasonable attorneys153 fees and costs of investigation that any such Investor
\nParty may suffer or incur as a result of or relating to (a) any breach of any of
\nthe representations, warranties, covenants or agreements made by the Company in
\nthis Agreement or (b) any action instituted against an Investor, or any of them
\nor their respective Affiliates (as defined under Rule 501 of Regulation D), by
\nany stockholder of the Company who is not an Affiliate of such Investor, with
\nrespect to any of the transactions contemplated by this Agreement (unless such
\naction is based upon a breach of such Investor153s representations, warranties or
\ncovenants under this Agreement or any agreements or understandings such Investor
\nmay have with any such stockholder or any violations by the Investor of state or
\nfederal securities laws or any conduct by such Investor which constitutes fraud,
\ngross negligence, willful misconduct or malfeasance). If any action shall be
\nbrought against any Investor Party in respect of which indemnity may be sought
\npursuant to this Agreement, such Investor Party shall promptly notify the
\nCompany in writing, and the Company shall have the right to assume the defense
\nthereof with counsel of its own choosing. Any Investor Party shall have the
\nright to employ separate counsel in any such action and participate in the
\ndefense thereof, but the fees and expenses of such counsel shall be at the
\nexpense of such Investor Party except to the extent that (i) the employment
\nthereof has been specifically authorized by the Company in writing, (ii) the
\nCompany has failed after a reasonable period of time to assume such defense and
\nto employ counsel or (iii) in such action there is, in the reasonable opinion of
\nsuch separate counsel, a material conflict on any material issue between the
\nposition of the Company and the position of such Investor Party, in which case
\nthe Company shall be responsible for the reasonable fees and expenses of no more
\nthan one such separate counsel. The Company will not be liable to any Investor
\nParty under this Agreement to the extent it would incur an indemnity obligation
\npursuant to this Section 5.2 (i) for any settlement by a Investor Party effected
\nwithout the Company153s prior written consent, which shall not be unreasonably
\nwithheld or delayed; or (ii) to the extent, but only to the extent that a loss,
\nclaim, damage or liability is attributable to any Investor Party153s breach of any
\nof the representations, warranties, covenants or agreements made by the
\nInvestors in this Agreement.<\/p>\n<\/p>\n

CONFIDENTIAL<\/p>\n<\/p>\n

10<\/p>\n

\n

\n<\/p>\n

ARTICLE 6<\/p>\n

\n

MISCELLANEOUS PROVISIONS<\/strong><\/p>\n

\n

6.1 Captions and Headings<\/u>. The Article and Section headings throughout
\nthis Agreement are for convenience of reference only and shall in no way be
\ndeemed to define, limit, or alter any provision of this Agreement.<\/p>\n<\/p>\n

6.2 Entire Agreement; Amendment<\/u>. This Agreement, together with any
\npreviously executed non-disclosure agreements applicable to this transaction
\nbeing entered into at the Closings set forth the entire agreement and
\nunderstanding of the Parties and shall supersede all prior agreements and
\nunderstandings. No amendment of the Agreement shall be made without the express
\nwritten consent of the Parties.<\/p>\n<\/p>\n

6.3 Severability<\/u>. The invalidity or unenforceability of any particular
\nprovision of this Agreement shall not affect any other provision hereof, and all
\nother provisions hereof shall continue to be enforceable to the maximum extent
\npermitted by law.<\/p>\n<\/p>\n

6.4 Governing Law<\/u>. This Agreement shall be governed by and construed
\nin accordance with the laws of the State of California, without reference to
\nprinciples of conflicts of laws.<\/p>\n<\/p>\n

6.5 Notices<\/u>. All notices, requests, demands, consents, and other
\ncommunications hereunder shall be transmitted in writing and shall be deemed to
\nhave been duly given when hand-delivered or sent by certified or registered
\nmail, postage prepaid, with return receipt requested, addressed to the Parties
\nas follows:<\/p>\n<\/p>\n<\/p>\n

To the Company:<\/p>\n<\/p>\n<\/p>\n

2372-A Qume Drive, San Jose, California 95131<\/p>\n<\/p>\n

Attention:<\/u> President and Chief Executive Officer; and<\/p>\n<\/p>\n<\/p>\n

To each Investor:<\/p>\n<\/p>\n

As set forth on Exhibit A<\/u><\/p>\n<\/p>\n<\/p>\n

Any Party may change its address for purposes of this Section by giving
\nnotice as provided herein.<\/p>\n<\/p>\n<\/p>\n

6.6 Counterparts<\/u>. This Agreement may be executed in two or more
\nidentical counterparts, all of which shall be considered one and the same
\nagreement and shall become effective when all counterparts have been signed by
\neach Party and delivered to the other Parties; provided that a facsimile
\nsignature or signature represented in portable document format (pdf) or other
\nimage file shall be considered due execution and shall be binding upon the
\nsignatory thereto with the same force and effect as if the signature were an
\noriginal.<\/p>\n<\/p>\n<\/p>\n

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

CONFIDENTIAL<\/p>\n<\/p>\n

11<\/p>\n

\n

\n

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
\nthe Parties hereto as of the date first above written.<\/p>\n<\/p>\n\n\n\n
\n

NEOMAGIC CORPORATION<\/strong><\/p>\n

By:<\/p>\n

Syed Zaidi, President and Chief Executive Officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

CONFIDENTIAL<\/p>\n<\/p>\n

12<\/p>\n

\n

\n

Exhibit A : SCHEDULE OF INVESTORS : INITIAL CLOSING<\/u><\/p>\n

\n<\/p>\n<\/p>\n

Date: January 11, 2012<\/p>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
\n

Name and Address of Investor<\/p>\n<\/td>\n

<\/td>\n\n

Number of shares of Common Stock<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Consideration to Be Paid at the Initial Closing<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

CONFIDENTIAL<\/p>\n<\/p>\n

13<\/p>\n

\n

\n

Exhibit A : SCHEDULE OF INVESTORS : SUBSEQUENT
\nCLOSINGS<\/u><\/p>\n

\n<\/p>\n<\/p>\n

Date:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
\n

Name and Address of Investor<\/p>\n<\/td>\n

<\/td>\n\n

Number of shares of Common Stock<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Consideration to Be Paid at the Subsequent Closing<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Total<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

CONFIDENTIAL<\/p>\n<\/p>\n

14<\/p>\n

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