Netlogic Microsystems Inc Sample Contracts

Netlogic Microsystems Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NETLOGIC MICROSYSTEMS, INC. (February 17th, 2012)

SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle 19801. The name of its registered agent at that address is The Corporation Trust Company.

Netlogic Microsystems Inc – Page ARTICLE I OFFICES 1 Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 2 Section 2.1 Place of Meetings 2 Section 2.2 Annual Meetings 2 Section 2.3 Special Meetings 2 Section 2.4 Notice 3 Section 2.5 Adjournments 3 Section 2.6 Quorum 3 Section 2.7 Voting 4 Section 2.8 Proxies 4 Section 2.9 Consent of Stockholders in Lieu of Meeting 6 Section 2.10 List of Stockholders Entitled to Vote 7 Section 2.11 Record Date. 8 Section 2.12 Stock Ledger 9 Section 2.13 Conduct of Meetings 10 Section 2.14 Inspectors of Election 10 ARTICLE III DIRECTORS 11 Sectio (February 17th, 2012)
Netlogic Microsystems Inc – Joint Press Release Broadcom to Acquire NetLogic Microsystems, Inc., A Leader in Network Communications Processors Combination to Deliver Seamless End-to-End Network Infrastructure Platforms Conference Call Webcasted on Broadcom and NetLogic Microsystems Websites at 5:00 am PT / 8.00 am ET www.broadcom.com/investors and investors.netlogicmicro.com (September 12th, 2011)

IRVINE and SANTA CLARA, CA — September 12, 2011 — Broadcom Corporation (Nasdaq: BRCM), a global innovation leader in semiconductor solutions for wired and wireless communications, and NetLogic Microsystems, Inc. (Nasdaq: NETL), a leader in high performance intelligent semiconductor solutions for next generation networks, today announced they have entered into a definitive merger agreement. Under the agreement, NetLogic Microsystems shareholders will receive $50 per share in a transaction of approximately $3.7 billion, net of cash assumed.

Netlogic Microsystems Inc – AGREEMENT AND PLAN OF MERGER BY AND AMONG BROADCOM CORPORATION I&N ACQUISITION CORP. AND NETLOGIC MICROSYSTEMS, INC. Dated as of September 11, 2011 (September 12th, 2011)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 11, 2011, by and among Broadcom Corporation, a California corporation (“Parent”), I&N Acquisition Corp., a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub”), and NetLogic Microsystems, Inc., a Delaware corporation (the “Company”). Certain terms used in this Agreement are defined in Section 8.4.

Netlogic Microsystems Inc – OPTICHRON, INC. 2011 RESTRICTED STOCK UNIT PLAN NOTICE OF RESTRICTED STOCK AWARD (April 5th, 2011)

Optichron, Inc. (“Optichron” or the “Company”) has granted you (the “Participant”) an award for the number of Restricted Stock Units (“RSUs”) (as defined in Section 2.24 of the Company’s 2011 Restricted Stock Unit Plan (the “Plan”)) to obtain shares of the Company’s common stock (the “Common Stock”) as set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth herein and in the Plan and the Restricted Stock Unit Agreement, both of which are attached hereto and incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan or the Restricted Stock Unit Agreement. Except as explicitly provided herein, in the event of any conflict between the terms in the Award and the Plan, the terms of the Plan shall control.

Netlogic Microsystems Inc – OPTICHRON, INC. 2011 RESTRICTED STOCK UNIT PLAN (April 5th, 2011)
Netlogic Microsystems Inc – AGREEMENT AND PLAN OF MERGER BY AND AMONG NETLOGIC MICROSYSTEMS, INC. ALINGHI MERGER CORPORATION OPTICHRON, INC. AND THE REPRESENTATIVE OF THE HOLDERS OF ALL OF THE CAPITAL STOCK OF OPTICHRON, INC. Dated as of March 20, 2011 (March 22nd, 2011)

THIS AGREEMENT AND PLAN OF MERGER is made as of March 20, 2011 (this “Agreement”) by and among NetLogic Microsystems, Inc., a Delaware corporation (“Parent”), Alinghi Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Optichron, Inc., a Delaware corporation (the “Company”), and the Representative (as defined below). The holders of all of the capital stock of the Company (the “Company Stock”) are collectively referred to as the “Company Stockholders,” and the Company Stockholders, together with the holders of all other equity securities of the Company, including securities convertible into, or exercisable or exchangeable for, equity securities of the Company (the “Company Securities”), are collectively referred to herein as the “Company Securityholders.”

Netlogic Microsystems Inc – COMMON STOCK PURCHASE AGREEMENT (March 22nd, 2011)

THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of this 20th day of March, 2011 by and among NetLogic Microsystems, Inc., a Delaware corporation (“Parent”), Alinghi Merger Corporation, a Delaware corporation (“Merger Sub”), and [ ] (the “Identified Employee”).

Netlogic Microsystems Inc – NETLOGIC MICROSYSTEMS, INC. AMENDED AND RESTATED 2004 EQUITY INCENTIVE PLAN (July 27th, 2010)
Netlogic Microsystems Inc – 5,890,838 Shares NetLogic Microsystems, Inc. Common Stock UNDERWRITING AGREEMENT (March 26th, 2010)
Netlogic Microsystems Inc – OFFICE LEASE (March 23rd, 2010)

This Office Lease (this “Lease”), dated as of the date set forth in Section 1.1, is made by and between CARR NP PROPERTIES, L.L.C., a Delaware limited liability company (“Carr”), and 3975 FREEDOM CIRCLE DRIVE LLC, a Delaware limited liability company (“3975 Freedom”) (Carr and 3975 Freedom, collectively, “Landlord”), and NETLOGIC MICROSYSTEMS, INC., a Delaware corporation (“Tenant”). The following exhibits are incorporated herein and made a part hereof: Exhibit A (Outline of Premises); Exhibit B (Work Letter); Exhibit C (Form of Confirmation Letter); Exhibit D (Rules and Regulations); Exhibit E (Judicial Reference); and Exhibit F (Additional Provisions).

Netlogic Microsystems Inc – Investor Relations Contact: Leslie Green Green Communications Consulting, LLC (February 2nd, 2010)
Netlogic Microsystems Inc – PURCHASE AGREEMENT (December 22nd, 2009)

Each undersigned entity (each an “Investor” and collectively the “Investors”) hereby confirms and agrees with you as follows:

Netlogic Microsystems Inc – NetLogic Microsystems Announces Pricing of $29.7 Million of Common Stock Mountain View, Calif. – Dec. 18, 2009 – NetLogic Microsystems, Inc. [NASDAQ: NETL], a worldwide leader in high-performance intelligent semiconductor solutions for next-generation Internet networks, today announced the pricing of a registered direct equity financing of $29.7 million by issuing common stock from its existing shelf registration statement. The company has entered into a subscription agreement with an institutional investor to sell 700,400 shares of common stock to the investor at a price of $42.45 per share. (December 22nd, 2009)

This press release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering may be made only by means of a prospectus supplement and the accompanying base prospectus.

Netlogic Microsystems Inc – Investor Relations Contact: Leslie Green Green Communications Consulting, LLC (November 3rd, 2009)
Netlogic Microsystems Inc – NETLOGIC MICROSYSTEMS, INC. FORM OF STOCK OPTION AGREEMENT (October 30th, 2009)

This Option is one of the stock options granted by the Company to former employees of RMI Corporation, a Delaware corporation (“RMI”), who have continued as employees of RMI, the Company or any Affiliate following the Company’s acquisition of RMI, as contemplated by Section 5.3(c) of the Agreement of Merger Reorganization, dated May 31, 2009, by and among the Company, RMI, Roadster Merger Corporation and WP VIII Representative LLC.

Netlogic Microsystems Inc – NETLOGIC MICROSYSTEMS, INC. FORM OF RESTRICTED STOCK UNIT AGREEMENT (October 30th, 2009)

[This Award is one of the awards of restricted stock units granted by the Company to former employees of RMI Corporation, a Delaware corporation (“RMI”), who have continued as employees of RMI, the Company or any Affiliate following the Company’s acquisition of RMI to incentivize such individuals to remain so employed for one year after the effective date of the acquisition (the “Effective Date”), as contemplated by Section 6.14(b) of the Agreement of Merger Reorganization, dated May 31, 2009, by and among the Company, RMI, Roadster Merger Corporation and WP VIII Representative LLC.]

Netlogic Microsystems Inc – BVI GUARANTEE AND COLLATERAL AGREEMENT Dated as of July 17, 2009 made by NETLOGIC MICROSYSTEMS, INC. NETLOGIC MICROSYSTEMS INTERNATIONAL LIMITED, and THE OTHER GRANTORS referred to herein in favor of SILICON VALLEY BANK, as Administrative Agent (August 5th, 2009)

BVI GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”), dated as of July 17, 2009, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of SILICON VALLEY BANK, as Administrative Agent (together with its successors, in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of June 19, 2009 (as amended, amended and restated, supplemented, restructured or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”), among NetLogic Microsystems, Inc., a Delaware corporation (the “US Borrower”), NetLogic Microsystems International Limited, a British Virgin Islands Company (the “BVI Borrower” and, together with the US Borrower, the “Borrowers”), the Lenders party thereto and the Administrative Agent.

Netlogic Microsystems Inc – SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENT AMONG NETLOGIC MICROSYSTEMS, INC., AS US BORROWER, NETLOGIC MICROSYSTEMS INTERNATIONAL LIMITED, AS BVI BORROWER, THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, AND SILICON VALLEY BANK, AS ADMINISTRATIVE AGENT, ISSUING LENDER AND SWINGLINE LENDER DATED AS OF JUNE 19, 2009 (August 5th, 2009)

WHEREAS, the US Borrower has entered into that certain asset sale agreement (the “IDT Agreement”), dated as of April 30, 2009, by and among the US Borrower, certain of the US Borrower’s Subsidiaries and Integrated Device Technologies, Inc. (“IDT”), providing for the Acquisition (as defined therein) of the Assets (as defined therein) (the “IDT Acquisition”);

Netlogic Microsystems Inc – [Form of] TRANCHE B TERM NOTE (August 5th, 2009)

This Note is one of the Notes referred to in the Credit Agreement dated as of June 19, 2009 among NetLogic Microsystems, Inc., as US Borrower, NetLogic Microsystems International Limited, as BVI Borrower, the Lenders and Silicon Valley Bank, as Administrative Agent (as amended, restated, amended and restated, supplemented, restructured or otherwise modified from time to time, the “Credit Agreement”), is subject to the provisions thereof and is subject to optional prepayment in whole or in part as provided therein. Terms used herein which are defined in the Credit Agreement shall have such defined meanings unless otherwise defined herein or unless the context otherwise requires.

Netlogic Microsystems Inc – [Form of] REVOLVING NOTE (August 5th, 2009)

This Note is one of the Notes referred to in the Credit Agreement dated as of June 19, 2009 among NetLogic Microsystems, Inc., as US Borrower, NetLogic Microsystems International Limited, as BVI Borrower, the Lenders and Silicon Valley Bank, as Administrative Agent (as amended, restated, amended and restated, supplemented, restructured or otherwise modified from time to time, the “Credit Agreement”), is subject to the provisions thereof and is subject to optional prepayment in whole or in part as provided therein. Terms used herein which are defined in the Credit Agreement shall have such defined meanings unless otherwise defined herein or unless the context otherwise requires.

Netlogic Microsystems Inc – [Form of] TRANCHE A TERM NOTE (August 5th, 2009)

This Note is one of the Notes referred to in the Credit Agreement dated as of June 19, 2009 among NetLogic Microsystems, Inc., as US Borrower, NetLogic Microsystems International Limited, as BVI Borrower, the Lenders and Silicon Valley Bank, as Administrative Agent (as amended, restated, amended and restated, supplemented, restructured or otherwise modified from time to time, the “Credit Agreement”), is subject to the provisions thereof and is subject to optional prepayment in whole or in part as provided therein. Terms used herein which are defined in the Credit Agreement shall have such defined meanings unless otherwise defined herein or unless the context otherwise requires.

Netlogic Microsystems Inc – GUARANTEE AND COLLATERAL AGREEMENT Dated as of July 17, 2009 made by NETLOGIC MICROSYSTEMS, INC., and THE OTHER GRANTORS referred to herein in favor of SILICON VALLEY BANK, as Administrative Agent (August 5th, 2009)

GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”), dated as of July 17, 2009, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of SILICON VALLEY BANK, as Administrative Agent (together with its successors, in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of June 19, 2009 (as amended, amended and restated, supplemented, restructured or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”), among NetLogic Microsystems, Inc., a Delaware corporation (the “US Borrower”), NetLogic Microsystems International Limited, a British Virgin Islands Company (the “BVI Borrower” and, together with the US Borrower, the “Borrowers”), the Lenders party thereto and the Administrative Agent.

Netlogic Microsystems Inc – Investor Relations Contact: Leslie Green Green Communications Consulting, LLC (July 29th, 2009)
Netlogic Microsystems Inc – AGREEMENT AND PLAN OF MERGER REORGANIZATION BY AND AMONG NETLOGIC MICROSYSTEMS, INC. ROADSTER MERGER CORPORATION RMI CORPORATION AND THE REPRESENTATIVE OF CERTAIN OF THE HOLDERS OF ALL OF THE CAPITAL STOCK OF RMI CORPORATION Dated as of May 31, 2009 (June 4th, 2009)

THIS AGREEMENT AND PLAN OF MERGER REORGANIZATION is made as of May 31, 2009 (this “Agreement”) by and among NetLogic Microsystems, Inc., a Delaware corporation (“Parent”), Roadster Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), RMI Corporation, a Delaware corporation (the “Company”), and, solely with respect to Sections 1.6, 14, 15 and 17, the Representative (as defined below). The holders of all of the capital stock of the Company (the “Company Stock”) are collectively referred to as the “Company Stockholders.” Parent and the Company are referred to collectively herein as the “Parties” and each individually as a “Party.”

Netlogic Microsystems Inc – PAGE ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01. Definitions 1 Section 1.02. Compliance Certificates and Opinions 9 Section 1.03. Form of Documents Delivered to Trustee 10 Section 1.04. Acts of Holders; Record Dates 10 Section 1.05. Notices, Etc., to Trustee and Company 12 Section 1.06. Notice to Holders; Waiver 12 Section 1.07. Conflict with Trust Indenture Act 12 Section 1.09. Successors and Assigns 13 Section 1.10. Separability Clause 13 Section 1.11. Benefits of Indenture 13 Section 1.12. Governing Law 13 Section 1.13. Legal Holidays 13 ARTICLE TWO S (June 4th, 2009)

[SENIOR/SUBORDINATED] INDENTURE, dated as of , between NetLogic Microsystems, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company” ), having its principal office at 1875 Charleston Road Mountain View, California 94043, and , a duly organized and existing under the laws of as Trustee (herein called the “Trustee” ).

Netlogic Microsystems Inc – Contract (June 4th, 2009)

This Secured Promissory Note (this “Note”) shall not be sold, offered for sale, pledged, or hypothecated except as permitted herein. Any attempted transfer of this Note in violation of such terms shall be null and void and of no effect. This Note has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be sold unless (i) a registration statement under the Securities Act is in effect therefor or the Borrower has received an opinion of counsel to the effect that registration is not required under the Securities Act in connection with such sale or (ii) it is sold in accordance with Rule 144 promulgated under the Securities Act.

Netlogic Microsystems Inc – Contract (June 4th, 2009)

This Secured Promissory Note (this “Note”) shall not be sold, offered for sale, pledged, or hypothecated except as permitted herein. Any attempted transfer of this Note in violation of such terms shall be null and void and of no effect. This Note has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be sold unless (i) a registration statement under the Securities Act is in effect therefor or the Borrower has received an opinion of counsel to the effect that registration is not required under the Securities Act in connection with such sale or (ii) it is sold in accordance with Rule 144 promulgated under the Securities Act.

Netlogic Microsystems Inc – NetLogic Microsystems Announces Definitive Agreement to Merge with RMI Corporation (June 2nd, 2009)

Merger will expand NetLogic Microsystems’ product portfolio and addressable markets, provide strong customer synergies at Tier One networking, communications, data center, security and storage OEMs, and is expected to deliver healthy revenue growth opportunities for the combined company

Netlogic Microsystems Inc – ASSET PURCHASE AGREEMENT BY AND BETWEEN INTEGRATED DEVICE TECHNOLOGY, INC. AND NETLOGIC MICROSYSTEMS, INC. DATED AS OF APRIL 30, 2009 (May 6th, 2009)

This Asset Purchase Agreement (this “Agreement”) is made and entered into this 30 day of April, 2009, by and between Integrated Device Technology, Inc., a Delaware corporation (“Seller”), and NetLogic Microsystems, Inc., a Delaware corporation (“Buyer”).

Netlogic Microsystems Inc – Investor Relations Contact: Leslie Green Green Communications Consulting, LLC (April 30th, 2009)
Netlogic Microsystems Inc – FORM OF NOTICE OF GRANT OF RESTRICTED STOCK UNIT AWARD AND AGREEMENT UNDER NETLOGIC MICROSYSTEMS’ 2004 EQUITY INCENTIVE PLAN (March 4th, 2009)
Netlogic Microsystems Inc – FORM OF NOTICE OF RESTRICTED STOCK UNIT AWARD AND AGREEMENT UNDER NETLOGIC MICROSYSTEMS’ 2008 NEW EMPLOYEE INDUCEMENT INCENTIVE PLAN (March 4th, 2009)
Netlogic Microsystems Inc – Investor Relations Contact: Leslie Green Green Communications Consulting, LLC (February 3rd, 2009)
Netlogic Microsystems Inc – Investor Relations Contact: Leslie Green Green Communications Consulting, LLC (October 28th, 2008)