Second Amendment to Second Amended and Restated Investors Rights Agreement




 Exhibit 10.6 
  
 SIGMATEL, INC. 
 SECOND AMENDMENT TO 
 SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 
  
 This Second Amendment to Second Amended and Restated Investors’ Rights
Agreement (this “Amendment”), is dated as of July 1, 2003. This Amendment amends that certain Second Amended and Restated Investors’ Rights Agreement dated as of August 15, 2000, by and among SigmaTel, Inc., a Texas corporation
(the “Company”), and the signatories thereto and certain other Investors named therein, as previously amended by that certain First Amendment to Second Amended and Restated Investors’ Rights Agreement, dated November 17, 2000,
by and among the Company and the signatories thereto (collectively, as amended, the “OriginalAgreement’). The Company and each of the signatories hereto may sign a separate signature page to this Amendment, all of which
together shall constitute one instrument. All capitalized terms not otherwise herein defined shall have the meanings ascribed to them in the Original Agreement. 
  

RECITALS 
  
 A. Of even date with this Amendment, the board of directors of Company has authorized and directed the officers of the Company to negotiate the terms of a
proposed initial public offering (“Proposed IPO”) of the Company’s Common Stock, pursuant to which the Purchasers thereunder and the Company have agreed to execute this Amendment. 
  
 B. Section 1.1(g) of the Original Agreement currently defines an
“IPO” as follows: 
  
 “the initial firm commitment
underwritten offering of the Company’s Common Stock pursuant to a registration statement under the Act, with aggregate proceeds to the Company of at least $20 million at a public offering price of at least $5.00 per share (in the case of all
classes and series of the Company’s stock other than the Series H Preferred Stock) or $7.50 per share (in the case of the Series H Preferred Stock only) (in any case, as adjusted for stock splits, stock dividends and like transactions.)”

  
 C. The pricing range of the Proposed IPO currently anticipated
by the Company and its underwriters will not be sufficient to meet the thresholds established in Section 1.1(g) of the Original Agreement in order for the Proposed IPO to meet the definition as an “IPO.” Thus, the Proposed IPO would not
cause termination of certain rights and obligations under the Original Agreement, including, without limitation, the covenants of the Company set forth in Section 2 of the Original Agreement and the Investors’ right of first offer to purchase
shares of the Company’s common stock pursuant to Section 3 of the Original Agreement. 
  
 D. The Company, its underwriters for the Proposed IPO, and the signatories hereto understand that the Proposed IPO will not occur unless certain rights and obligations under the Original Agreement, including without
limitation those rights and obligations described in Recital C above, are terminated on the effective date of the Proposed IPO. Thus, the parties hereto wish to amend the Original Agreement to change the definition of “IPO” in Section
1.1(g) 








 of the Original Agreement so that the Proposed IPO will qualify as an “IPO” and thus cause the termination of
certain rights and obligations under the Original Agreement, including without limitation those set forth in Section 2 and Section 3 thereof. 
  
 AGREEMENT 
  
 NOW THEREFORE, the Original Agreement is hereby amended as follows: 
  
 1. Amendment of Section 1.1(g) of the Original Agreement. Section 1.1(g) of the Original Agreement is hereby deleted
in its entirety and the following is hereby inserted as Section 1.1(g) of the Original Agreement: 
  
 “(g) The term “IPO” means the initial firm commitment underwritten offering of the Company’s Common Stock
pursuant to a registration statement under the Act, with aggregate proceeds to the Company of at least $50 million at a public offering price of at least $2.50 per share (as adjusted for stock splits, stock dividends and like transactions).”

  
 2. Original Agreement Remains in Effect. Except as
specifically provided above, the Original Agreement shall remain unmodified and in full force and effect. 
  
 3. Amendment. Pursuant to Section 4.7 of the Original Agreement, this Amendment has been approved by written agreement of (a) the Company, and (b)
holders of two -thirds (2/3) of the Registrable Securities outstanding. 
  
 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of California. 
  
 (Signature Pages Follow) 
  
  

 2 









 IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above. 
  
  

	 THE COMPANY:
  
  
 SIGMATEL, INC.

		
	 By:
	 	 /s/    Ross Goolsby


	 	 	 Ross Goolsby, Chief Financial Officer

	
	 Address: 3815 S. Capital of Tx Hwy, # 300

	 	 	         Austin, Texas 78704
         Attn: Legal Department



  
  
  
 COMPANY’S SIGNATURE PAGE TO SIGMATEL SECOND AMENDMENT TO

 SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 
  








  
  

	 BATTERY VENTURES V, L.P.
  

		
	 By:
	 	 /s/    Kenneth P. Lawler


	 	 	 Kenneth P. Lawler, General Partner
  

	
	 BATTERY VENTURES CONVERGENCE FUND, L.P.
  

		
	 By:
	 	 /s/    Kenneth P. Lawler


	 	 	 Kenneth P. Lawler, General Partner

	
	  
 BATTERY INVESTMENT PARTNERS V,
LLC
  

		
	 By:
	 	 /s/    Kenneth P. Lawler


	 	 	 Kenneth P. Lawler, General Partner



  

	Address	 	for Notice: 

 901 Mariner’s Island Blvd., #475

 San Mateo, CA 94404 
 Attention: Ken Lawler 
 Facsimile: (650) 372-3930 
  
  
  
 INVESTORS’ SIGNATURE PAGE TO SIGMATEL SECOND AMENDMENT TO 
 SECOND AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT 









	 CTI LIMITED
  

		
	 By:
	 	 /s/    Ng Keh Long


	 Printed Name: Ng Keh Long

 Title: Director

  

	
	 CTI II LIMITED
  

		
	 By:
	 	 /s/    Ng Keh Long


	 Printed Name: Ng Keh Long

 Title: Director

  




			
	 Addressfor Notice:
	 	 	 	 Creative Technology Ltd.
 31 International Business Park
 Creative Resource
 Singapore 609921
 Attn: Chief
Financial Officer
  
 Creative Labs, Inc.
 1901 McCarthy Boulevard
 Milpitas,
California 95035
 Attn: Legal Department

					
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 

  
  
  
 INVESTORS’ SIGNATURE PAGE TO SIGMATEL SECOND AMENDMENT TO

 SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 









	 	 	 	 	 TELESOFT PARTNERS IA, L.P.

					
	 	 	 	 	 	 	 By:
 Its:
	 	 TeleSoft IA-GP, Inc.
 General Partner

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
					
	 	 	 	 	 	 	By:	 	 /s/    Arjun Gupta


	 	 	 	 	 	 	 	 	 Arjun Gupta, President

	 	 	 	 	 
			
	Address for Notice:	 	 	 	 1450 Fashion Island Blvd., Suite 610
 San Mateo, CA 94404
 Attention:
Thomas P. Dennedy
 Facsimile: (650) 358-2501 

	 	 	 	 	 	 	 	 	 

  
  
  
 INVESTORS’ SIGNATURE PAGE TO SIGMATEL SECOND AMENDMENT TO

 SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 

	


	










	 	 	 	 	 CHANCELLOR V, L.P.

					
	 	 	 	 	 	 	 By:
	 	 IPC Direct Associates, L.L.C., its general partner

	 	 	 	 	 	 	 By:
	 	 INVESCO Private Capital, Inc., its managing member

	 	 	 	 	 
					
	 	 	 	 	 	 	By:	 	 /s/    Esfandiar Lohrasbpour


	 	 	 	 	 	 	 	 	 Esfandiar Lohrasbpour,
 Managing Director

			
	 	 	 	 	  
 CHANCELLOR V-A, L.P

					
	 	 	 	 	 	 	 By:
	 	 IPC Direct Associates, L.L.C., its general partner

	 	 	 	 	 	 	 By:
	 	 INVESCO Private Capital, Inc., its managing member

	 	 	 	 	 
					
	 	 	 	 	 	 	By:	 	 /s/    Esfandiar Lohrasbpour


	 	 	 	 	 	 	 	 	 Esfandiar Lohrasbpour,
 Managing Director

			
	 	 	 	 	  
 CITIVENTURE 2000, L.P.

					
	 	 	 	 	 	 	 By:
	 	 IPC Direct Associates, L.L.C., its general partner

	 	 	 	 	 	 	 By:
	 	 INVESCO Private Capital, Inc., its managing member

	 	 	 	 	 
					
	 	 	 	 	 	 	By:	 	 /s/    Esfandiar Lohrasbpour


	 	 	 	 	 	 	 	 	 Esfandiar Lohrasbpour,
 Managing Director

		
	 Address for Notice:
	 	 1166 Avenue of the Americas
 New York, New York 10036
 Attn: Esfandiar Lohrasbpour and Legal Department


  
  
 INVESTORS’ SIGNATURE PAGE TO SIGMATEL SECOND AMENDMENT TO 
 SECOND AMENDED
AND RESTATED INVESTORS’ RIGHTS AGREEMENT