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## 

AMENDED AND RESTATED SEPARATION AGREEMENT

made to be effective as of June 1, 1998

between

Silicon Graphics, Inc.

and

MIPS Technologies, Inc.



TABLE OF CONTENTS

|              |  |                                                                                       |  | Page
|------------- |  | ------------------------------------------------------------------------------------- |  | ----
|              |  |                                                                                       |  |     
|ARTICLE I     |  | DEFINITIONS                                                                           |  | 2   
|Section 1.1.  |  | Definitions                                                                           |  | 2   
|ARTICLE II    |  | TRANSFER OF ASSETS AND ASSUMPTION OF LIABILITIES                                      |  | 7   
|Section 2.1.  |  | Transfer of Assets                                                                    |  | 7   
|Section 2.2.  |  | Assignment and Assumption of Liabilities. (a)                                         |  | 9   
|Section 2.3.  |  | Transfers Not Effected On or Prior to the Closing Date                                |  | 10  
|Section 2.4.  |  | No Representations or Warranties; Consents                                            |  | 11  
|Section 2.5.  |  | Documents Relating to Transfer of Assets and Assignment and Assumption of Liabilities |  | 12  
|Section 2.6.  |  | Termination of Agreements                                                             |  | 13  
|ARTICLE III   |  | THE SEPARATION AND THE INITIAL PUBLIC OFFERING                                        |  | 13  
|Section 3.1.  |  | Cooperation Prior to the Separation                                                   |  | 13  
|Section 3.2.  |  | Conduct of Company Business Pending Separation                                        |  | 14  
|Section 3.3.  |  | Silicon Graphics Board Action; Conditions Precedent to the Separation                 |  | 14  
|ARTICLE IV    |  | INDEMNIFICATION                                                                       |  | 16  
|Section 4.1.  |  | Release of Claims                                                                     |  | 16  
|Section 4.2.  |  | Indemnification by the Company                                                        |  | 18  
|Section 4.3.  |  | Indemnification by Silicon Graphics                                                   |  | 19  
|Section 4.4.  |  | Notice and Payment of Claims                                                          |  | 19  
|Section 4.5.  |  | Notice and Defense of Third-Party Claims                                              |  | 20  
|Section 4.6.  |  | Insurance Proceeds                                                                    |  | 21  
|Section 4.7.  |  | Contribution                                                                          |  | 21  
|Section 4.8.  |  | Subrogation                                                                           |  | 22  
|Section 4.9.  |  | No Third-Party Beneficiaries                                                          |  | 22  
|Section 4.10. |  | Remedies Cumulative                                                                   |  | 22  
|Section 4.11. |  | Survival of Indemnities                                                               |  | 22  
|Section 4.12. |  | After-Tax Indemnification Payments                                                    |  | 22  
|ARTICLE V     |  | CERTAIN ADDITIONAL MATTERS                                                            |  | 22  
|Section 5.1.  |  | Ancillary Agreements                                                                  |  | 22  
|Section 5.2.  |  | Company Officers and Board of Directors                                               |  | 22  
|Section 5.3.  |  | The Company Certificate of Incorporation and Bylaws                                   |  | 23  
|Section 5.4   |  | Insurance Policies and Claims Administration                                          |  | 23  
|ARTICLE VI    |  | ACCESS TO INFORMATION                                                                 |  | 24  
|Section 6.1.  |  | Provision of Corporate Records                                                        |  | 24  
|Section 6.2.  |  | Access to Information                                                                 |  | 24  
|Section 6.3.  |  | Litigation Cooperation                                                                |  | 24  
|Section 6.4.  |  | Reimbursement                                                                         |  | 25  
|Section 6.5.  |  | Retention of Records                                                                  |  | 25  
|Section 6.6.  |  | Confidentiality                                                                       |  | 25  
|Section 6.7.  |  | Protective Arrangements                                                               |  | 25  
|Section 6.8.  |  | Mail                                                                                  |  | 26  
|ARTICLE VII   |  | DISPUTE RESOLUTION                                                                    |  | 26  
|Section 7.1.  |  | Agreement to Mediate                                                                  |  | 26  
|Section 7.2.  |  | Escalation                                                                            |  | 26  
|Section 7.3.  |  | Demand for Mediation                                                                  |  | 27  
|Section 7.4.  |  | Certain Additional Matters                                                            |  | 27  
|Section 7.5.  |  | Continuity of Service and Performance                                                 |  | 27  
|ARTICLE VIII  |  | MISCELLANEOUS                                                                         |  | 28  
|Section 8.1.  |  | Termination                                                                           |  | 28  
|Section 8.2.  |  | Expenses                                                                              |  | 28  
|Section 8.3.  |  | Notices                                                                               |  | 28  
|Section 8.4.  |  | Amendment and Waiver                                                                  |  | 29  
|Section 8.5.  |  | Counterparts                                                                          |  | 29  
|Section 8.6.  |  | Governing Law; Jurisdiction; Forum                                                    |  | 29  
|Section 8.7.  |  | Entire Agreement                                                                      |  | 29  
|Section 8.8.  |  | Parties in Interest                                                                   |  | 30  
|Section 8.9.  |  | Tax Sharing Agreement                                                                 |  | 30  
|Section 8.10. |  | Further Assurances and Consents                                                       |  | 30  
|Section 8.11. |  | Exhibits and Schedules                                                                |  | 30  
|Section 8.12. |  | Legal Enforceability                                                                  |  | 30  
|Section 8.13. |  | Titles and Headings                                                                   |  | 30  

|Schedules:  |  |   |  |                                   
|----------- |  | - |  | ----------------------------------
|            |  |   |  |                                   
|1.1(a)      |  | - |  | Company Contracts                 
|1.1(b)      |  | - |  | Company Contracts to SGI          
|2.1(a)(i)   |  | - |  | Tangible Personal Property        
|2.1(a)(ii)  |  | - |  | Inventory                         
|2.1(a)(iii) |  | - |  | Receivables                       
|2.1(a)(ix)  |  | - |  | Sales and Promotional Material    
|2.1(a)(x)   |  | - |  | Governmental Permits and Approvals
|2.1(a)(xii) |  | - |  | Royalties                         
|2.1(b)(i)   |  | - |  | Excluded Assets                   
|2.2(a)(iv)  |  | - |  | Liabilities                       
|2.2(b)(i)   |  | - |  | Excluded Liabilities              
|2.3(b)      |  | - |  | Joint Contracts                   
|2.6(b)      |  | - |  | Agreements that will not Terminate



## 

AMENDED AND RESTATED SEPARATION AGREEMENT

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

RECITALS

WHEREAS, the Board of Directors of Silicon Graphics has determined that it is in the best interests of Silicon Graphics and its shareholders to separate the
Company Business from Silicon Graphics' other operations;

WHEREAS,
in furtherance of the foregoing, it is appropriate and desirable to transfer the Company Assets to the Company and to cause the Company to assume the Company Liabilities, all
as more fully described in this Agreement and the Ancillary Agreements (such transfer of assets and assumption of liabilities are herein after referred to as the "Separation.");

WHEREAS,
the Board of Directors of Silicon Graphics has further determined that it is appropriate and desirable, on the terms and conditions contemplated hereby, to cause the Company
and Silicon Graphics to sell, in an initial public offering (the "Initial Public Offering"), up to such number of shares of the Common Stock which shall not exceed 20% of the Company's outstanding
capital stock on a fully-diluted basis;

WHEREAS,
it is appropriate and desirable to set forth the principal corporate transactions required to effect the Separation and the Initial Public Offering and certain other
agreements that will govern certain matters relating to the Separation and the Initial Public Offering and the relationship of Silicon Graphics and the Company and their respective subsidiaries
following the Initial Public Offering; and

WHEREAS,
Silicon Graphics and Company entered into that certain Separation Agreement, as set forth in Amendment No. 2 to the Company's S-1 Registration Statement
(the "Prior Separation Agreement"). Silicon Graphics and Company desire to amend the Prior Separation Agreement and to restate such agreement in its entirety and the parties agree that this Amended
and Restated Separation Agreement shall supersede the Prior Separation Agreement.

NOW,
THEREFORE, in consideration of the foregoing premises and the mutual agreements, provisions and covenants contained in this Agreement, the parties hereby agree as follows:

ARTICLE I DEFINITIONS

Section 1.1.Definitions. As used herein, the following terms have the following meanings:



Unless
otherwise specified, any reference to any "subsidiary" or "subsidiaries" of Silicon Graphics shall not include the Company.

ARTICLE II TRANSFER OF ASSETS AND ASSUMPTION OF LIABILITIES

Section 2.1.Transfer of Assets. Subject to Section 2.3, (a) Silicon Graphics hereby
assigns, transfers, conveys and delivers to the Company as of the Closing Date, and agrees to cause each of its subsidiaries to assign, transfer, convey and deliver to the Company as of the Closing
Date, and the Company hereby accepts from Silicon Graphics and such subsidiaries as of the Closing Date, all of Silicon Graphics' and such subsidiaries' respective right, title and interest in or
under the following (the"Company Assets"):



Notwithstanding
the foregoing, the Company Assets shall not in any event include the Excluded Assets referred to in Section 2.1(b) below.

(b) For
the purposes of this Agreement,"Excluded Assets"shall mean: (i) the assets, rights and claims listed or
described on Schedule 2.1(b)(i); and (ii) any and all assets, rights and claims that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Exhibits and
Schedules hereto or thereto) as assets, rights or claim to be retained by Silicon Graphics. Subject to Section 2.3, the Company hereby assigns, transfers, conveys and delivers to Silicon
Graphics the contracts and agreements listed on Schedule 1.1(b), including all assets and liabilities relating thereto.

Section 2.2.Assignment and Assumption of Liabilities. (a) Except as set forth in one or more of the Ancillary
Agreements, from and after the Closing Date, the Company hereby assumes and agrees faithfully to pay, perform and fulfill all obligations under the following in accordance with their respective terms
(the"Company Liabilities"):



Notwithstanding
the foregoing, the Company Liabilities shall not in any event include the Excluded Liabilities referred to in Section 2.2(b) below.

(b) For
the purposes of this Agreement,"Excluded Liabilities"shall mean (i) the Liabilities listed or described
on Schedule 2.2(b)(i); (ii) any and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or Schedules hereto or thereto) as Liabilities to be
retained or assumed by Silicon Graphics or any member of the SGI Group; and (iii) all agreements and obligations of any member of the SGI Group under this Agreement or any of the Ancillary
Agreements.

(c) The
Company shall be responsible for all Company Liabilities, regardless of when or where such Liabilities arose or arise, or whether the facts on which they are
based occurred prior to or subsequent to the date hereof, regardless of where or against whom such Liabilities are asserted or determined (including any Company Liabilities arising out of claims made
by Silicon Graphics' or the Company's respective directors, officers, employees, agents or Affiliates) or whether asserted or determined prior to the date hereof, and regardless of whether arising
from or alleged to arise from negligence, recklessness, violation of law, fraud or misrepresentation by Silicon Graphics or the Company or any of their respective directors, officers, employees,
agents or Affiliates.

Section 2.3.Transfers Not Effected On or Prior to the Closing Date. (a) To the extent any transfers contemplated by this
Article II shall not have been fully effected on or prior to the Closing Date, Silicon Graphics and the Company shall cooperate to effect such transfers as promptly as possible following the
Closing Date. Nothing herein shall be deemed to require the transfer of any assets or the assignment or assumption of any Liabilities that by their terms or by operation of law cannot be so
transferred, assigned or assumed;provided, however, that any such asset shall be deemed a Company Asset for purposes of determining whether any
Liability is a Company Liability; andprovided, further, that Silicon Graphics and the Company and their respective Affiliates shall cooperate in
seeking to obtain any necessary Consents for the transfer of all assets and the assignment or assumption of all Liabilities as contemplated by this Article II, subject to any conditions
expressly set forth in the Schedules In the event that any transfer of assets or assignment or assumption of Liabilities contemplated by this Article II has not been consummated effective as of
the Closing Date, (i) the party retaining such assets shall thereafter hold such assets in trust for the use and benefit of the party entitled thereto (at the expense of the party entitled
thereto); and (ii) the party retaining such Liabilities shall thereafter hold such Liabilities for the account of the party assuming such Liability or to whom such Liability is to be assigned
pursuant hereto, and in each such case

shall take such other actions as may be reasonably required in order to place the parties, insofar as reasonably possible, in the same position as would have existed had such asset been transferred,
or such Liability been assigned or assumed as contemplated hereby. As and when any such asset or Liability becomes transferable, assignable or assumable, as the case may be, such transfer, assignment
or assumption, as the case may be, shall be effected forthwith. Silicon Graphics and the Company agree
that, as of the Closing Date, each party hereto shall be deemed to have acquired complete and sole beneficial ownership over all of the assets, together with all of the rights, powers and privileges
incidental thereto, that such party is entitled to acquire pursuant to the terms of this Agreement.

(b) Notwithstanding
anything in this Agreement to the contrary, Silicon Graphics and the Company acknowledge that there are contracts between the Company and/or Silicon
Graphics and third parties that relate to both the Company Business and Silicon Graphics' business subsequent to the Separation ("Joint Contracts") including, without limitation, the Joint Contracts
listed on Schedule 2.3(b). Subject to Section 2.3(a) above, Silicon Graphics and the Company agree, as promptly as practicable after the Separation Date, to the extent necessary, to
modify each Joint Contract (including, if necessary or appropriate, the cancellation of a Joint Contract and the creation of a new contract or contracts) or to seek Consents so that (i) the
Company retains or is granted such rights thereunder as may be necessary for the Company to operate the Company Business (including research and development projects), and (ii) Silicon Graphics
retains or is granted such rights thereunder as may be necessary for Silicon Graphics to operate its business subsequent to the Separation Date (including existing research and development projects).
The parties agree to negotiate in good faith any necessary or appropriate modifications of such Joint Contracts including, without limitation, the fees or other payments that may be payable by each
party as a result of any such modifications and the release (or partial release) of a party under any continuing Joint Contract retained by the other party. On the effective date of a modified Joint
Contract or any new contract pursuant to this Section 2.3(b), such Joint Contract as modified and any new contract shall, without further act, be deemed for all purposes between Silicon
Graphics and the Company to have been assigned to the Company or Silicon Graphics, as the case may be.

Section 2.4.No Representations or Warranties; Consents.(a) Each of the parties hereto understands and agrees that no
party hereto is, in this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, representing or warranting in any
way as to the value or freedom from encumbrance of, or any other matter concerning, any assets of such party, or as to the legal sufficiency to convey title to an asset transferred pursuant to this
Agreement or any Ancillary Agreement, including, without limitation, any conveyancing or assumption instruments. It is also agreed and understood that there are no warranties whatsoever, express or
implied, given by either party to this Agreement, as to the condition, quality, merchantability or fitness of any of the assets, businesses or other rights transferred or retained by the parties, as
the case may be, and all such assets, businesses and other rights shall be "as is, where is" and "with all faults" (provided that the absence of warranties given by the parties shall not negate the
allocation of Liabilities under this Agreement and shall have no effect on any manufacturers, sellers, or other third party warranties that are intended to be transferred with such assets), and the
Company shall bear the economic and legal risks that any conveyance shall prove to be insufficient to vest in it good and marketable title, free and clear of any security interest, pledge, lien,
charge, claim, option, right to acquire, covenant, condition, restriction on transfer or other encumbrance of any nature whatsoever.

(b) Each
party hereto understands and agrees that no party hereto is, in this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this
Agreement, any Ancillary Agreement or otherwise, representing or warranting in any way that the obtaining of any Consents, the execution and delivery of any amendatory agreements and the taking of any
filings or applications contemplated by this Agreement will satisfy the provisions of any or all applicable laws or judgments or other instruments or agreements relating to such assets.

Notwithstanding
the foregoing and except as provided in any Ancillary Agreement or the Schedules hereto, the parties shall use their good faith efforts to obtain all Consents
(including such Consents as
may be required by any Governmental Authority), to enter into all reasonable amendatory agreements and to make all filings and applications contemplated by this Agreement, and shall take all such
further actions as shall be deemed reasonably necessary to preserve for each of Silicon Graphics and the Company, to the greatest extent reasonably feasible, consistent with this Agreement, the
economic and operational benefits of the allocation of assets and liabilities provided for in this Agreement. In case at any time after the Separation Date any further action is necessary or desirable
to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable action;providedthat any financial cost shall be
borne by the party receiving the benefit of the action.

Section 2.5.Documents Relating to Transfer of Assets and Assignment and Assumption of Liabilities. In connection with the
transfer or the Company Assets pursuant to Section 2.1 of this Agreement and the assignment and assumption of the Company Liabilities pursuant to Section 2.2 of this Agreement,
simultaneously with the execution and delivery hereof or as promptly as practicable thereafter, (i) Silicon Graphics shall execute and deliver such bills of sale, deeds, stock powers,
certificates of title, assignments of contracts and other instruments or transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all
of Silicon Graphics' right, title and interest in and to the Company Assets to the Company and (ii) the Company shall execute and deliver to Silicon Graphics such bills of sale, certificates of
title, assumptions of contracts and other instruments or assumption as may be necessary to evidence the valid and effective assumption of the Company Liabilities by the Company.

Section 2.6.Termination of Agreements. (a) Except as set forth in Section 2.6(b), in furtherance of the releases
and other provisions of Section 4.1 hereof, the Company, on the one hand, and Silicon Graphics, on the other hand, hereby terminate, effective as of the Closing Date, any and all agreements,
arrangements, commitments or understandings, whether or not in writing, between the Company and Silicon Graphics;provided, however, that to the extent
any such agreement, arrangement, commitment or understanding is inconsistent with any Ancillary Agreement, such termination shall be effective as of the date of the effectiveness of the applicable
Ancillary Agreement. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or
effect after the Closing Date (or, to the extent contemplated by the proviso to the immediately preceding sentence, after the effective date of the applicable Ancillary Agreement). Each party shall,
at the reasonable request of the other party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

(b) The
provisions of Section 2.6(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or any of the provisions
thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement), (ii) any
agreements, arrangements, commitments or understandings to which any Person other than the parties hereto or their respective Affiliates is a party, (iii) any intercompany accounts payable or
accounts receivable accrued as of the Closing Date that are reflected in the books and records of the parties or otherwise documented in writing in accordance with past practices, (iv) any
other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates will survive the Closing Date including, without limitation, those
listed or described on Schedule 2.6(b), and (v) any agreement entered in to by and between the Company and Silicon Graphics after the Closing Date.

ARTICLE III THE SEPARATION AND THE INITIAL PUBLIC OFFERING

Section 3.1.Cooperation Prior to the Separation. (a)Transactions prior
to the Initial Public Offering.



(b)Proceeds of the Initial Public Offering. The Initial Public Offering will include both a primary offering of Common
Stock by the Company and a secondary offering of Common Stock by Silicon Graphics of its shares of Common Stock. The Company will retain the net proceeds of the primary offering and Silicon Graphics
will retain the net proceeds of the secondary offering.

Section 3.2.Conduct of Company Business Pending Separation. Prior to the Separation Date, the Company Business shall be
operated by Silicon Graphics and its subsidiaries and the Company for the sole benefit of Silicon Graphics.

Section 3.3.
Silicon Graphics Board Action; Conditions Precedent to the Separation. Silicon Graphics' Board of Directors shall, in its discretion, establish any appropriate
procedures in connection with the
Separation. In no event shall the Separation occur unless the following conditions shall, unless waived by Silicon Graphics in its sole discretion, have been satisfied:

(a) All
necessary regulatory approvals and Consents shall have been received;

(b) The
Registration Statement shall have been filed and declared effective by the Commission, and there shall be no stop-order in effect with respect
thereto;

(c) The
actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) described
in Section 3.1 shall have been taken and, where applicable, have become effective or been accepted;

(d) The
Company's Board of Directors, as named in the Registration Statement, shall have been elected by Silicon Graphics, as sole stockholder of the Company, and the
Company Certificate and Company Bylaws shall be in effect;

(e) The
Company and Silicon Graphics shall have entered into the Underwriting Agreement and all conditions to the obligations of the Company and the Underwriters shall
have been satisfied or waived;

(f)  The
Common Stock shall have been approved for quotation in the Nasdaq National Market, subject to official notice of issuance;

(g) Silicon
Graphics' Board of Directors shall have formally approved the Separation and shall not have abandoned, deferred or modified the Separation at any time prior
to the Closing Date;

(h) The
Company's Board of Directors shall have formally approved the Separation, this Agreement and the Ancillary Agreements and the Initial Public Offering, and all
transactions contemplated hereby and thereby;

(i)  The
transactions contemplated by Sections 2.1 and 2.2 and Article V shall have been consummated in all material respects and each of the Ancillary
Agreements, in form and substance satisfactory to Silicon Graphics, shall have been executed by the parties thereto and each of the transactions contemplated by the Ancillary Agreements to be
consummated on or prior to the Separation Date shall have been consummated;

(j)  No
preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a government, regulatory or
administrative agency or commission, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing the consummation of the
Separation or the Initial Public Offering or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect;

(k) Silicon
Graphics shall have been released from any liabilities, guarantees or other obligations with respect to any indebtedness or otherwise of the Company or its
subsidiaries;provided,that the satisfaction of such conditions shall not create any obligation on the part of Silicon Graphics to effect the
Separation or in any way limit Silicon Graphics' power of termination set forth in Section 8.1 or alter the consequences of any such termination from those specified in such Section;

(l)  Silicon
Graphics shall be satisfied in its sole discretion that it will own at least 80.1% of the outstanding Common Stock following the Initial Public Offering on
a fully diluted basis, after giving effect to the issuance of any shares of restricted stock or employee stock options to any employees and
consultants of the Company, and all other conditions to permit any subsequent distribution of the Common Stock to Silicon Graphics' shareholders to qualify as a tax-free distribution to
Silicon Graphics, the Company and Silicon Graphics' shareholders shall, to the extent applicable as of the time of the Initial Public Offering, be satisfied and there shall be no event or condition
that is likely to cause any of such conditions not to be satisfied as of the time of the Separation or thereafter;

(m) Such
other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the Separation and the Initial Public
Offering in order to assure the successful completion of the Separation and the Initial Public Offering and the other transactions contemplated by this Agreement shall have been taken; and

(n) This
Agreement shall not have been terminated.

ARTICLE IV INDEMNIFICATION

Section 4.1.Release of Claims. (a) Except as provided in Section 4.1(c), effective as of
the Closing Date, the Company does hereby, for itself and its Affiliates (other than any member of the SGI Group),


successors and assigns, and all Persons who at any time prior to the Closing Date have been shareholders, directors, officers, agents or employees of the Company and its Affiliates (other than any
member of the SGI Group) (in each case, in their respective capacities as such), remise, release and forever discharge Silicon Graphics and each member of the SGI Group, their respective successors
and assigns, and all Persons who at any time prior to the Closing Date have been shareholders, directors, officers, agents or employees of Silicon Graphics or any member of the SGI Group (in each
case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law or in equity
(including any right of contribution), whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from any facts or events occurring or failing to occur or
alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Closing Date, including in connection with the transactions and all other
activities to implement the Separation and the Initial Public Offering.

(b) Except
as provided in Section 4.1(c), effective as of the Closing Date, Silicon Graphics does hereby, for itself and each member of the SGI Group, successors
and assigns, and all Persons who at any time prior to the Closing Date have been shareholders, directors, officers, agents or employees of Silicon Graphics or any member of the SGI Group (in each
case, in their respective capacities as such), remise, release and forever discharge the Company and its subsidiaries, their respective successors and assigns, and all Persons who at any time prior to
the Closing Date have been shareholders, directors, officers, agents or employees of the Company or any of its subsidiaries (in each case, in their respective capacities as such), and their respective
heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law or in equity (including any right of contribution), whether arising under any contract
or agreement, by operation of law or otherwise, existing or arising from any facts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions
existing or alleged to have existed on or before the Closing Date, including in connection with the transactions and all other activities to implement the Separation and the Initial Public Offering.

(c) Nothing
contained in Section 4.1(a) or (b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any agreements,
arrangements, commitments or understandings that are specified in Section 2.6(b) or the applicable Schedules thereto not to terminate as of the Closing
Date, in each case in accordance with its terms. Nothing contained in Section 4.1(a) and (b) shall release any Person from:



(d) The
Company shall not make, and shall not permit any of its subsidiaries to make, any claim or demand or commence any Action asserting any claim or demand,
including any claim of contribution or indemnification, against Silicon Graphics or any member of the SGI Group or any other Person released pursuant to Section 4.1(a), with respect to any
Liabilities released pursuant to Section 4.1(a). Silicon Graphics shall not make, and shall not permit any member of the SGI Group to make, any claim or demand or commence any Action asserting
any claim or demand, including any claim of contribution or indemnification, against the Company or any of its subsidiaries or any other Person released pursuant to Section 4.1(b), with respect
to any Liabilities released pursuant to Section 4.1(b).

(e) It
is the intention of each of Silicon Graphics and the Company by virtue of the provisions of this Section 4.1 to provide for a full and complete release
and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or failed to occur and all conditions existing or alleged to
have existed on or before the Closing Date, between or among the Company or any of its subsidiaries, on the one hand, and Silicon Graphics or any member of the SGI Group, on the other hand (including
any contractual agreements or arrangements existing or alleged to exist between or among such Persons on or before the Closing Date), except as expressly set forth in Section 4.1(c). At any
time, at the request of any other party, each party shall execute and deliver, or shall cause such other appropriate Persons to execute and deliver, releases reflecting the provisions hereof. The
foregoing release is intended as a general release of all such Liabilities, and each party hereby waive the provisions of California Civil Code section 1542, which provides as follows: "A
general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected
the settlement with the debtor."

Section 4.2.Indemnification by the Company. Except as provided in Section 4.5 and except as otherwise expressly provided
in any of the Ancillary Agreements, from and after the Closing Date, the Company shall indemnify, defend and hold harmless Silicon Graphics, each member of the SGI Group and each of their respective
directors, officers and employees and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the"SGI Indemnitees")
from and against any and all Liabilities of the SGI Indemnitees relating to, arising out of or resulting from any of the following items (without duplication):

(a) The
failure of the Company or any other Person to pay, perform or otherwise promptly discharge any Company Liability or Company Contract in accordance with their
respective terms, whether prior to or after the Closing Date or the date hereof;

(b) The
Company Business, any Company Asset or Company Liability or any Company Contract;

(c) Any
breach by the Company or any of its subsidiaries of this Agreement or any of the Ancillary Agreements; and

(d) Any
untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, with respect to all information contained in the Registration Statement or Prospectus.

Section 4.3.Indemnification by Silicon Graphics. Except as provided in Section 4.5 and except as otherwise expressly
provided in any of the Ancillary Agreements, from and after the Closing Date, Silicon Graphics shall indemnify, defend and hold harmless the Company and each of its subsidiaries and each of their
respective directors, officers and employees and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the"Company
Indemnitees") from and against any and all Liabilities of

the Company Indemnitees relating to, arising out of or resulting from any of the following items (without duplication):

(a) The
failure of Silicon Graphics or any other member of the SGI Group or any other Person to pay, perform or otherwise promptly discharge any Liability of the SGI
Group other than the Company Liabilities in accordance with its terms, whether prior to or after the Closing Date or the date hereof;

(b) Any
Liability of any member of the SGI Group other than the Company Liabilities; and

(c) Any
breach by Silicon Graphics or any member of the SGI Group of this Agreement or any of the Ancillary Agreements.

Section 4.4.Notice and Payment of Claims. If any SGI Indemnitee or Company Indemnitee (the"Indemnified
Party") determines that it is or may be entitled to indemnification under this Article IV (other than in connection with any Action subject to Section 4.5), the
Indemnified Party shall deliver to the person from whom such indemnification is sought (the"Indemnifying Party"), a written notice specifying, to the
extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. After the Indemnifying
Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party shall, within 30 days after receipt of such notice, either
(i) pay the Indemnified Party such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) or
(ii) object to the claim for indemnification or the amount thereof by giving the Indemnified Party written notice setting
forth the grounds therefor. Any objection shall be resolved in accordance with Article VII. If the Indemnifying Party does not give such notice within such 30 day period, the
Indemnifying Party shall be deemed to have acknowledged its liability for such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect such amount.

Section 4.5.Notice and Defense of Third-Party Claims. Promptly following the earlier of (A) receipt of written notice of
the commencement by a third party of any Action against or otherwise involving any Indemnified Party or (B) receipt of written information from a third party alleging the existence of a claim
against an Indemnified Party, in either case, with respect to which indemnification may be sought pursuant to this Agreement (a"Third-Party Claim"),
the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. Failure of the Indemnified Party to give notice as provided in this Section 4.5 shall not relieve the
Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is prejudiced by such failure to give notice. Such notice shall describe the Third-Party
Claim in reasonable detail.

(a) Within
30 days after receipt of such notice, the Indemnifying Party may by giving written notice thereof to the Indemnified Party, (i) elect to assume
the defense of such Third-Party Claim at its sole cost and expense or (ii) object to the claim of indemnification for such Third-Party Claim setting forth the grounds therefor. Any objection
shall be resolved in accordance with Article VII. If the Indemnifying Party does not within such 30 day period give the Indemnified Party such notice, the Indemnifying Party shall be
deemed to have acknowledged its liability for such Third-Party Claim.

(b) Any
defense of a Third-Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by counsel employed by the Indemnifying
Party and reasonably satisfactory to Silicon Graphics in the case of SGI Indemnitees and the Company in the case of Company Indemnitees. The Indemnified Party shall have the right to participate in
such proceedings and to be represented by counsel of its own choosing at the Indemnified Party's sole cost and expense;providedthat if the defendants
or parties against which relief is sought in any such claim include both the Indemnifying Party and one or more Indemnified Parties and, in the reasonable judgment of Silicon Graphics in the case of
SGI Indemnitees and the Company in the case of Company Indemnitees, a conflict of interest between such Indemnified Parties and such Indemnifying Party exists in respect of such claim, such
Indemnified

Parties shall have the right to employ one firm of counsel selected by Silicon Graphics for SGI Indemnitees or the Company for Company Indemnitees and in that event the reasonable fees and expenses of
such separate counsel (but not more than one separate counsel reasonably satisfactory to the Indemnifying Party) shall be paid by such Indemnifying Party.

(c) If
the Indemnifying Party assumes the defense of a Third-Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of
the Indemnified Party;providedthat without the prior written consent of Silicon Graphics in the case of SGI Indemnitees and the Company in the case of
Company Indemnitees, the Indemnifying Party may not agree to any such settlement unless as a condition to such settlement the Indemnified Party receives a written release from any and all liability
relating to such Third-Party Claim and such settlement or compromise does not include any remedy or relief to be applied to or against the Indemnified Party, other than monetary damages for which the
Indemnifying Party shall be responsible hereunder.

(d) If
the Indemnifying Party does not assume the defense of a Third-Party Claim for which it has acknowledged liability for indemnification under this
Article IV, Silicon Graphics in the case of SGI Indemnitees and the Company in the case of Company Indemnitees may pursue the defense of such Third-Party Claim and choose one firm of counsel in
connection therewith. The Indemnifying Party is
required to reimburse Silicon Graphics or the Company, as the case may be, on a current basis for its reasonable expenses of investigation, reasonable attorney's fees and reasonable
out-of-pocket expenses incurred by Silicon Graphics in the case of SGI Indemnitees and the Company in the case of Company Indemnitees in defending against such Third-Party
Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto,providedthat the Indemnifying Party shall not be liable
for any settlement effected without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

(e) The
Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) no later than
the later of (i) the date on which the Indemnified Party makes any payment in satisfaction (partial or otherwise) of the Third-Party Claim or (ii) the date on which such Indemnifying
Party's objection, if any, to its responsibility for indemnification under this Article IV has been resolved pursuant to Article VII or by settlement or compromise or the final
nonappealable judgment of a court of competent jurisdiction.

Section 4.6.Insurance Proceeds. The amount that any Indemnifying Party is or may be required to pay to any Indemnified Party
pursuant to this Article IV shall be reduced (including, without limitation, retroactively) by any insurance proceeds or other amounts actually recovered by or on behalf of such Indemnified
Parties in reduction of the related Liability. If an Indemnified Party shall have received the payment required by this Agreement from an Indemnifying Party in respect of a Liability and shall
subsequently actually receive insurance proceeds, or other amounts in respect of such Liability as specified above, then such Indemnified Party shall pay to such Indemnifying Party a sum equal to the
amount of such insurance proceeds or other amounts actually received after deducting therefrom all of the Indemnifying Party's costs and expenses associated with such Liability.

Section 4.7.Contribution. If the indemnification provided for in this Article IV is unavailable to an Indemnified Party
in respect of any Liability arising out of or related to information contained in or omitted from the Registration Statement, then the Company Indemnitees, or SGI Indemnitees, as the case may be, in
lieu of indemnifying the SGI Indemnitees or Company Indemnitees, as the case may be, shall contribute to the amount paid or payable by the SGI Indemnitees or the Company Indemnitees, as the case may
be, as a result of such Liability in such proportion as is appropriate to reflect the relative fault of the Company, on the one hand, and Silicon Graphics, on the other hand, in connection with the
statements or omissions which resulted in such Liability. The relative fault of the Company Indemnitees on the one hand and of the SGI Indemnitees on the other hand shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged


omission to state a material fact relates to information concerning the Company on the one hand or Silicon Graphics on the other hand.

Section 4.8.Subrogation. In the event of payment by an Indemnifying Party to any Indemnified Party in connection with any
Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the first place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified
Party may have any right or claim relating to such Third-Party Claim. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such
Indemnifying Party, in prosecuting any subrogated right or claim.

Section 4.9.No Third-Party Beneficiaries. This Article IV shall inure to the benefit of, and be enforceable by Silicon
Graphics, the SGI Indemnitees, the Company and the Company Indemnitees and their respective successors and permitted assigns. The indemnification provided for by this Article IV shall not inure
to the benefit of any other third party or parties and shall not relieve any insurer who would
otherwise be obligated to pay any claim of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, provide any subrogation rights with respect thereto
and each party agrees to waive such rights against the other to the fullest extent permitted.

Section 4.10.Remedies Cumulative. The remedies provided in this Article IV shall be cumulative and shall not preclude
assertion by any Indemnified Party of any other rights or the seeking of any and all other remedies against an Indemnifying Party. The procedures set forth in this Article IV, however, shall be
the exclusive procedures governing any indemnity action brought under this Article IV or otherwise relating to Liabilities.

Section 4.11.Survival of Indemnities. The rights and obligations of each of Silicon Graphics and the Company and their
respective Indemnitees under this Article IV shall survive the sale or other transfer by it of any assets or businesses or the assignment by it of any Liabilities.

Section 4.12.After-Tax Indemnification Payments. Except as otherwise expressly provided herein or in an Ancillary
Agreement, indemnification payments made by either party under this Article shall give effect to, and be reduced by the value of, any and all applicable deductions, losses, credits, offsets or other
items for Federal, state or other tax purposes attributable to the payment of the indemnified liability by the Indemnified Party.

ARTICLE V CERTAIN ADDITIONAL MATTERS

Section 5.1.Ancillary Agreements. On or prior to the Closing Date, Silicon Graphics and the Company
shall execute and deliver the Ancillary Agreements.

Section 5.2.Company Officers and Board of Directors. On or prior to the Closing Date, Silicon Graphics shall take and shall
cause the Company to take all actions necessary to appoint as officers and directors of the Company those persons named in the Registration Statement to constitute the officers and directors of the
Company on the Closing Date.

Section 5.3.The Company Certificate of Incorporation and Bylaws. Prior to the Closing Date, Silicon Graphics shall take all
action necessary to cause the Company Certificate and Company Bylaws to be amended and restated substantially in the form attached to the Registration Statement as exhibits thereto.

Section 5.4.Insurance Policies and Claims Administration. (a) Maintenance of Insurance Coverage Following the Closing
Date. Silicon Graphics shall use reasonable efforts to maintain in full force and effect at all times during the period in which Silicon Graphics owns in excess of fifty
percent (50%) of the outstanding voting stock of the Company, for the benefit of the Company, (i) as "excess" coverage, general liability, workers' compensation, property, and electronic errors
and omissions policies of insurance, and (ii) as "primary" coverage, directors and officer's liability policies of insurance (collectively, the"Policies"and individually, a"Policy");provided, however,Silicon Graphics shall have the right, in its sole
discretion, to modify any such Policy or Policies (including, without limitation, with respect to coverage limits, covered locations, co-insurance, deductibles and exclusions), cancel or
replace any such Policy or Policies at any time and from time to time; andprovided, further, however, that nothing contained herein shall be construed
to require Silicon Graphics to pay any additional premium or other charges in respect to, or waive or otherwise limit any of its rights, benefits or privileges under, any such Policy or Policies.

(b)Company Responsible for Establishing Insurance Coverage. (i) If, as a result of any modification,
cancellation or replacement of any Policy or Policies the Company's insurance coverage is insufficient in any respect, and (ii) from and after such time as Silicon Graphics ceases to own in
excess of fifty percent (50%) of the outstanding voting stock of the Company, the Company shall be responsible for establishing and maintaining its own separate insurance policies (including, without
limitation, primary and excess general liability, automobile, workers' compensation, property, director and officer liability, fire, crime, surety, electronics errors and omissions and other similar
insurance policies). Notwithstanding any other agreement or understanding to the contrary, neither Silicon Graphics nor any of its subsidiaries shall have any liability or obligation to the Company or
its subsidiaries with regard to matters now or hereafter covered under any Policy or Policies for any period, whether arising prior to, on or after the Closing Date. For so long as Silicon Graphics
owns greater than fifty percent (50%) of the Company, the Company shall name Silicon Graphics as an additional insured on all primary and excess general liability and automobile liability insurance
policies and provide Silicon Graphics with a certificate of insurance evidencing such coverages and additional insured status.

(c)Administration and Procedure. Silicon Graphics shall have the right to administer any claims made under any Policy.
The Company shall notify Silicon Graphics of any claim relating to the Company or a subsidiary thereof under one or more of the Policies, and the Company agrees to cooperate and coordinate with
Silicon Graphics concerning any strategy Silicon Graphics may elect to pursue to secure coverage and payment for such claim by the appropriate insurance carrier. Notwithstanding anything contained
herein, in any other agreement or applicable Policy or any understanding to the contrary, the Company assumes responsibility for, and shall pay to the appropriate insurance carriers or otherwise, any
premiums, retrospectively-rated premiums, defense costs, indemnity payments, deductibles, retentions or other charges, as appropriate (collectively,"Insurance
Charges"), whenever arising, which shall become due and payable under the terms and conditions of any applicable Policy in respect of any liabilities, losses, claims, actions
or occurrences, whenever arising or becoming known, involving or relating to any of the assets, businesses, operations or liabilities of the Company or any of its subsidiaries. To the extent that the
terms of any applicable Policy provide that Silicon Graphics or a subsidiary thereof, as appropriate, shall have an obligation to pay or guarantee the payment of any Insurance Charges, Silicon
Graphics or such subsidiary shall be entitled to demand that the Company or a subsidiary thereof make such payment directly to the person or entity entitled thereto. In connection with any such
demand, Silicon Graphics shall submit to the Company or a subsidiary thereof a copy of any invoice received by Silicon Graphics or a subsidiary pertaining to such Insurance Charges, together with
appropriate supporting documentation, if available. In the event that the Company or its subsidiary fails to pay any Insurance Charges when due and payable, whether at the request of the party
entitled to payment or upon demand by Silicon Graphics or a subsidiary of Silicon Graphics, Silicon Graphics or a subsidiary of Silicon Graphics may (but shall not be required to) pay such Insurance
Charges for and on behalf of the Company or its subsidiary and, thereafter, the Company or its subsidiary shall forthwith reimburse Silicon Graphics or such subsidiary of Silicon Graphics for such
payment.

ARTICLE VI ACCESS TO INFORMATION

Section 6.1.Provision of Corporate Records. Each of Silicon Graphics and the Company shall arrange as
soon as practicable following the Closing Date for the provision to the other of existing corporate


governance documents (e.g. minute books, stock registers, stock certificates, documents of title, etc.) in its possession relating to the other or to its business and affairs.

Section 6.2.Access to Information. From and after the Closing Date, each of Silicon Graphics and the Company shall afford the
other, including its accountants, counsel and other designated representatives, reasonable access (including using reasonable efforts to give access to persons or firms possessing information) and
duplicating rights during normal business hours to all records, books, contracts, instruments, computer data and other data and information in such party's possession relating to the business and
affairs of the other (other than data and information subject to an attorney/client or other privilege), insofar as such access is reasonably required by the other party including, without limitation,
for audit, accounting and litigation purposes, as well as for purposes of fulfilling disclosure and reporting obligations.

Section 6.3.Litigation Cooperation. Each of Silicon Graphics and the Company shall use reasonable efforts to make available to
the other, upon written request, its officers, directors, employees and agents as witnesses to the extent that such persons may reasonably be required in connection with any legal, administrative or
other proceedings arising out of the business of the other prior to the Closing Date in which the requesting party may from time to time be involved.

Section 6.4.Reimbursement. Each party providing witnesses under Section 6.3 to the other shall be entitled to receive
from the party for whom the witness is provided, upon the presentation of invoices therefor, payment for all out-of-pocket costs and expenses as may be reasonably incurred in
providing such witnesses.

Section 6.5.Retention of Records. Except as otherwise required by law or agreed to in writing, each party shall, and shall
cause each of its respective subsidiaries to, retain all information relating to the other party's business in accordance with such party's written record retention policy or, if no such policy
exists, the past practice of such party. Notwithstanding the foregoing and except as provided in any Ancillary Agreement, any party may destroy or otherwise dispose of any such information at any time
upon not less than ten (10) days prior written notice to the other party, specifying the information proposed to be destroyed or disposed of;provided,
however, that if the recipient of such notice shall request in writing prior to the scheduled date for such destruction or disposal that any of the information proposed to be
destroyed or disposed of be delivered to such requesting party, the party proposing the destruction or disposal shall promptly arrange for the delivery of such of the information as was requested at
the expense of the requesting party. Except as provided in the Tax Sharing Agreement or otherwise required by law or agreed to in writing, either party shall have the right to destroy or otherwise
dispose of any such information at any time after the second anniversary of this Agreement.

Section 6.6.Confidentiality. Subject to Section 6.7, each party and each of its subsidiaries shall hold and shall cause
its respective directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of
its counsel, by other requirements of law, all confidential, trade secret or proprietary information concerning the other party, except to the extent that such information can be shown to have been
(i) in the public domain through no fault of such party, (ii) later lawfully acquired on a non-confidential basis from other sources by the party to which it was furnished,
(iii) independently generated without reference to any proprietary or confidential information of the other party, or (iv) information that may be disclosed pursuant to any Ancillary
Agreement. Neither party shall release or disclose any such information to any other person, except its auditors, attorneys, financial advisors, bankers and other consultants and advisors who shall be
advised of and agree to comply with the provisions of this Section 6.6.

Section 6.7.Protective Arrangements. In the event that any party hereto (or any of its subsidiaries) either determines on the
advice of its counsel that it is required to disclose any information pursuant to applicable law or receives any demand under lawful process or from any Governmental Authority to disclose or provide
information of any other party hereto (or any of its subsidiaries) that is subject to
the confidentiality provisions hereof, such party shall notify the other party prior to disclosing or providing

such information and shall cooperate at the expense of the requesting party in seeking any reasonable protective arrangements requested by such other party. Subject to the foregoing, the Person that
received such request may thereafter disclose or provide information to the extent required by such law (as so advised by counsel) or by lawful process or such Governmental Authority.

Section 6.8.Mail. After the Closing Date, each of Silicon Graphics and the Company may receive mail, telegrams, packages and
other communications property belonging to the other. Accordingly, at all times after the Closing Date, each of Silicon Graphics and the Company authorizes the other to receive and open all mail,
telegrams, packages and other communications received by it and not unambiguously intended for the other party or any of the other party's officers or directors specifically in their capacities as
such, and to retain the same to the extent that they relate to the business of the receiving party or, to the extent that they do not relate to the business of the receiving party and do relate to the
business of the other party, or to the extent that they relate to both businesses, the receiving party shall promptly contact the other party by telephone for delivery instructions and such mail,
telegrams, packages or other communications (or, in case the same relate to both businesses, copies thereof) shall promptly be forwarded to the other party in accordance with its delivery
instructions. The foregoing provisions of this Section 6.8 shall constitute full authorization to the postal authorities, all telegraph and courier companies and all other persons to make
deliveries to Silicon Graphics or the Company, as the case may be, addressed to either of them or to any of their officers or directors specifically in their capacities as such. The provisions of this
Section 6.8 are not intended to and shall not be deemed to constitute an authorization by either Silicon Graphics or the Company to permit the other to accept service of process on its behalf,
and neither party is or shall be deemed to be the agent of the other for service of process purposes or for any other purpose.

ARTICLE VII DISPUTE RESOLUTION

Section 7.1.Agreement to Mediate. Except as otherwise specifically provided in any Ancillary Agreement,
the procedures for discussion, negotiation and mediation set forth in this Article VII shall apply to all disputes, controversies or claims (whether sounding in contract, tort or otherwise)
that may arise out of or relate to, or arise under or in connection with this Agreement or any Ancillary Agreement, or the transactions contemplated hereby or thereby (including all actions taken in
furtherance of the transactions contemplated hereby or thereby on or prior to the date hereof), or the commercial or economic relationship of the parties relating hereto or thereto, between Silicon
Graphics and its subsidiaries and the Company and its subsidiaries.

Section 7.2.Escalation. It is the intent of the parties to use their respective reasonable best efforts to resolve
expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In
furtherance of the foregoing, any party involved in a dispute, controversy or claim may deliver a notice (an"Escalation Notice") demanding an in person
meeting involving representatives of the parties at a senior level of management of the parties (or if the parties agree, of the appropriate strategic business unit or division within such entity). A
copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of each party involved in the dispute, controversy or claim (which copy shall state that it is an
Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the parties may be established by the parties from time to time;provided, however,that the parties shall use their reasonable best efforts to meet within 30 days of the Escalation Notice.

Section 7.3.Demand for Mediation. At any time after the first to occur of (i) the date of the meeting actually held
pursuant to the applicable Escalation Notice or (ii) 90 days after the delivery of an Escalation Notice (as applicable, the"Mediation Demand
Date"), any party involved in the dispute, controversy or claim (regardless of whether such party delivered the Escalation Notice) may make a written demand (the"Mediation Demand Notice") that the dispute be submitted to mediation. Any opinion expressed by the mediator shall not be binding on the parties, nor shall any opinion
expressed by the mediator be admissible in any subsequent proceedings. The mediator may be chosen from a list of mediators previously selected by the parties or by other agreement of the parties.
Costs of the mediation shall be borne equally by the parties involved in the matter, except that each party shall be responsible for its own attorney's fees and other costs and expenses. The site of
the mediation shall be Mountain View, California, unless otherwise agreed by the parties. No party may assert that the failure to resolve any matter during any discussions or negotiations, the course
of conduct during the discussions or negotiations or the failure to agree on a mutually acceptable time, agenda, location or procedures for the meeting, in each case, as contemplated by
Section 7.2, is a prerequisite to a demand for meditation under Section this 7.3.

Section 7.4.Certain Additional Matters. (a) Either party may apply to any court having jurisdiction and seek injunctive
relief so as to maintain the status quo until such time as the mediation is concluded or the controversy is otherwise resolved.

(b) Except
as required by law, the parties shall hold, and shall cause their respective officers, directors, employees, agents and other representatives to hold, the
existence, content and result of mediation in confidence in accordance with the provisions of Article VI. Each of the parties shall request that any mediator comply with such confidentiality
requirement.

(c) Notwithstanding
anything herein to the contrary, in the event that any party determines in good faith that the amount in controversy in any dispute, controversy or
claim (or any series of related disputes, controversies or claims) under this Agreement or any Ancillary Agreement is, or is reasonably likely to be, in excess of $30 million, the provisions of
Section 7.3 shall not apply and any party may elect, in lieu of mediation, to commence an Action with respect to such dispute, controversy or claim (or such series of related disputes,
controversies or claims) in any court of competent jurisdiction.

Section 7.5.Continuity of Service and Performance. Unless otherwise agreed in writing, the parties will continue to provide
service and honor all other commitments under this Agreement and each Ancillary Agreement during the course of dispute resolution pursuant to the provisions of this Article VII with respect to
all matters not subject to such dispute, controversy or claim.

ARTICLE VIII MISCELLANEOUS

Section 8.1.Termination. This Agreement may be terminated and the Separation and/or the Initial Public
Offering may be deferred, modified or abandoned at any time prior to the Closing Date by and in the sole discretion of the Board of Directors of Silicon Graphics without the approval of the Company.
In the event of such termination, no party hereto (or any of its respective directors or officers) shall have any liability to any other party pursuant to this Agreement.

Section 8.2.Expenses. (a) Except as specifically provided in this Agreement or in an Ancillary Agreement, all costs and
expenses incurred in connection with the interpretation, execution, delivery and implementation of this Agreement and with the consummation of the transactions contemplated by this
Agreement shall be paid by the party incurring the expense. The determination of who has incurred an expense shall be made by the Chief Financial Officer of Silicon Graphics, which determination shall
be binding and final upon each of the parties hereto and not subject to further review.

(b) Underwriting
commissions and discounts attributable to the shares of Common Stock sold by each of the parties hereto in the Initial Public Offering shall be paid by
the party selling such shares.

(c) It
is understood and agreed that the Company and Silicon Graphics shall pay the legal, filing, accounting, printing and other out-of-pocket
expenditures in connection with (i) the preparation, printing and filing of the Registration Statement and (ii) sale of the shares of Common Stock in the Initial Public Offering,
including, without limitation, third-party costs, fees and expenses relating to the Initial Public


Offering, all of the reimbursable expenses of the Underwriters pursuant to the Underwriting Agreement, and all of the costs of producing, printing, mailing and otherwise distributing the Prospectus,
in the same proportion as the number of shares of Common Stock sold by each of them in the Initial Public Offering bears to the total number of shares sold in the Initial Public Offering (in each case
exclusive of any over-allotment option of the Underwriters under the Underwriting Agreement).

Section 8.3.Notices. All notices and communications under this Agreement shall be in writing and any communication or delivery
hereunder shall be deemed to have been duly given when received addressed as follows:

If
to Silicon Graphics, to:



If
to the Company, to:



Any
party may, by written notice so delivered to the other party, change the address to which delivery of any notice shall thereafter be made.

Section 8.4.Amendment and Waiver. This Agreement may not be altered or amended, nor may rights hereunder be waived, except by
an instrument in writing executed by the party or parties to be charged with such amendment or waiver. No waiver of any terms, provision or condition of or failure to exercise or delay in exercising
any rights or remedies under this Agreement, in any one or more instances shall be deemed to be, or construed as, a further or continuing waiver of any such term, provision, condition, right or remedy
or as a waiver of any other term, provision or condition of this Agreement.

Section 8.5.Counterparts. This Agreement may be executed in one or more counterparts each of which shall be deemed an original
instrument, but all of which together shall constitute but one and the same Agreement.

Section 8.6.Governing Law; Jurisdiction; Forum. This Agreement shall be construed in accordance with, and governed by, the laws
of the State of California, without regard to the conflicts of law rules of such state. Each party hereto expressly submits and consents in advance to the non-exclusive jurisdiction of the
State and Federal courts sitting in the City of San Francisco, State of California, in any Action between the parties arising under this Agreement or under any Ancillary Agreement, and hereby waives
any claim that any such state or federal court is an inconvenient or improper forum.

Section 8.7.Entire Agreement. This Agreement including the schedules hereto, together with the Ancillary Agreements, constitute
the entire understanding of the parties hereto with respect to the subject matter hereof, superseding all negotiations, prior discussions and prior agreements (including without limitation, the Prior
Separation Agreement) and understandings relating to such subject matter. To the extent that the provisions of this Agreement are inconsistent with the provisions of any Ancillary Agreement, the
provisions of such Ancillary Agreement shall prevail.

Section 8.8.Parties in Interest. Neither of the parties hereto may assign its rights or delegate any of its duties under this
Agreement without the prior written consent of each other party. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and
permitted assigns. Nothing contained in this Agreement, express or implied, is intended to confer any

benefits, rights or remedies upon any person or entity other than Silicon Graphics and the Company, and Silicon Graphics Indemnitees and Company Indemnitees under Article IV hereof.

Section 8.9.Tax Sharing Agreement. Notwithstanding any other provision of this Agreement to the contrary, any and all matters
relating to Taxes shall be exclusively governed by the Tax Sharing Agreement.

Section 8.10.Further Assurances and Consents. In addition to the actions specifically provided for elsewhere in this Agreement,
each of the parties hereto will use its reasonable efforts to (i) execute and deliver such further instruments and documents and take such other actions as any other party may reasonably
request in order to effectuate the purposes of this Agreement and to carry out the terms hereof and (ii) take, or cause to be taken, all actions, and to do, or cause to be done, all things,
reasonably necessary, proper or advisable under applicable laws, regulations and agreements or otherwise to consummate and make effective the transactions contemplated by this Agreement, including,
without limitation, using its reasonable efforts to obtain any Consents and to make any filings and applications necessary or desirable in order to consummate the transactions contemplated by this
Agreement;providedthat no party hereto shall be obligated to pay any consideration therefor (except for filing fees and other similar charges) to any
third party from whom such Consents and amendments are requested or to take any action or omit to take any action if the taking of or the omission to take such action would be unreasonably burdensome
to the party or its business.

Section 8.11.Exhibits and Schedules. The Exhibits and Schedules shall be construed with and as an integral part of this
Agreement to the same extent as if the same had been set forth verbatim herein.

Section 8.12.Legal Enforceability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction. Without prejudice to any rights or remedies otherwise available to any party hereto, each party hereto acknowledges that damages would be an inadequate remedy for any breach of the
provisions of this Agreement and agrees that the obligations of the parties hereunder shall be specifically enforceable.

Section 8.13.Titles and Headings. Titles and headings to Sections herein are inserted for convenience of reference only and are
not intended to be a part of or to affect the meaning or interpretation of this Agreement.

IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement on the day and year first above written.

| |  | SILICON GRAPHICS, INC. 
| |  | -----------------------
| |  | By:                    
| |  | MIPS TECHNOLOGIES, INC.
| |  | By:                    



## 

Schedule 1.1(a) Company Contracts

The detailed list of Company Contracts, including the appropriate contracts with NEC Corporation, Toshiba Corporation, LSI Logic Corporation, Philips
Electronics N.V., Integrated Device Technology, NKK Corporation and Quantum Effect Design, Inc., is included in this Schedule and is effective as of the Closing Date.



Schedule 1.1(b) Company Contracts to SGI

The detailed list of Company Contracts to SGI is included in this Schedule and is effective as of the Closing Date.



Schedule 2.1(a)(i) Tangible Personal Property

The detailed list of Tangible Personal Property is included in this Schedule and is effective as of the Closing Date.



Schedule 2.1(a)(ii) Inventory

The detailed list of Inventory is included in this Schedule and is effective as of the Closing Date.



Schedule 2.1(a)(iii) Receivables

The detailed list of Receivables is included in this Schedule and is effective as of the Closing Date.



Schedule 2.1(a)(ix) Sales and Promotional Material

The detailed list of Sales and Promotional Material is included in this Schedule and is effective as of the Closing Date.



Schedule 2.1(a)(x) Governmental Permits and Approvals

The detailed list of Governmental Permits and Approvals is included in this Schedule and is effective as of the Closing Date.



Schedule 2.1(a)(xii) Royalties

The detailed list of Royalties is included in this Schedule and is effective as of the Closing Date.



Schedule 2.1(b)(i) Excluded Assets

The detailed list of Excluded Assets is included in this Schedule and is effective as of the Closing Date.



Schedule 2.2(a)(iv) Liabilities

The detailed list of Liabilities is included in this Schedule and is effective as of the Closing Date. [That certain Action described as MIPS
TECHNOLOGIES, INC. v. LEXRA, INC.]



Schedule 2.2(b)(i) Excluded Liabilities

The detailed list of Excluded Liabilities is included in this Schedule and is effective as of the Closing Date.



Schedule 2.6(b) Agreements not to Terminate

The detailed list of Agreements not to Terminate is included in this Schedule and is effective as of the Closing Date.



Schedule 2.3(b) Joint Contracts

The detailed list of Joint Contracts is included in this Schedule and is effective as of the Closing Date.

## QuickLinks

AMENDED AND RESTATED SEPARATION AGREEMENTTABLE OF CONTENTS

AMENDED AND RESTATED SEPARATION AGREEMENTRECITALSARTICLE I DEFINITIONSARTICLE II TRANSFER OF ASSETS AND ASSUMPTION OF LIABILITIESARTICLE III THE SEPARATION AND THE INITIAL PUBLIC OFFERINGARTICLE IV INDEMNIFICATIONARTICLE V CERTAIN ADDITIONAL MATTERSARTICLE VI ACCESS TO INFORMATIONARTICLE VII DISPUTE RESOLUTIONARTICLE VIII MISCELLANEOUS

Schedule 1.1(a) Company ContractsSchedule 1.1(b) Company Contracts to SGISchedule 2.1(a)(i) Tangible Personal PropertySchedule 2.1(a)(ii) InventorySchedule 2.1(a)(iii) ReceivablesSchedule 2.1(a)(ix) Sales and Promotional MaterialSchedule 2.1(a)(x) Governmental Permits and ApprovalsSchedule 2.1(a)(xii) RoyaltiesSchedule 2.1(b)(i) Excluded AssetsSchedule 2.2(a)(iv) LiabilitiesSchedule 2.2(b)(i) Excluded LiabilitiesSchedule 2.6(b) Agreements not to TerminateSchedule 2.3(b) Joint Contracts