SERVICES CONTRACT AGREEMENT
SERVICES CONTRACT AGREEMENT, dated as of March 31, 2000 (this "Agreement"), by and between
SILICON GRAPHICS, INC., a Delaware corporation (the "Contractor"), and TERA COMPUTER
COMPANY, a Washington corporation (the "Company"). The Contractor and the Company are sometimes
hereinafter collectively referred to as the "Parties."
A. The Contractor and the Company are parties to an Asset Purchase Agreement, dated as of March 1, 2000,
as amended March 31, 2000 (the "Asset Purchase Agreement"), pursuant to which Company has agreed to
acquire certain business and assets of the Contractor.
B. The Contractor provides maintenance and services pursuant to various service agreements with its customers
pertaining to the Products (the "Service Contracts").
C. The Company is willing to provide the services of Contractor under the Service Contracts upon
consummation of the Asset Purchase Agreement.
D. The execution and delivery of this Agreement is a condition to the consummation of the Asset Purchase
NOW, THEREFORE, the Parties, in consideration of the premises and the mutual covenants and agreements
contained herein, and intending to become legally bound, hereby agree as follows:
AGREEMENT TO PROVIDE SERVICES
1.1 Definitions. Except as otherwise defined in this Contract Services Agreement, all capitalized terms shall have
the respective meanings assigned to them in the Asset Purchase Agreement.
1.2 Service Contracts. Attached hereto as Schedule A is a list of Service Contracts showing, among other
matters, the name of the customer, the equipment as to which services are to be provided, the date each Service
Contract expires and the scheduled monthly payments for such services (irrespective of whether such payments
have been prepaid or are billed monthly or on some other basis). The Parties recognize that all Service Contracts
are not yet listed on Schedule A, and they shall work together in good faith to complete the list