Netlogic Microsystems Inc Sample Contracts

5,890,838 Shares NetLogic Microsystems, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • March 26th, 2010 • Netlogic Microsystems Inc • Semiconductors & related devices • New York
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NETLOGIC MICROSYSTEMS, INC. (a Delaware corporation) [ ] Shares of Common Stock PURCHASE AGREEMENT
Purchase Agreement • May 19th, 2004 • Netlogic Microsystems Inc • Semiconductors & related devices • New York
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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...
Credit Agreement • August 5th, 2009 • Netlogic Microsystems Inc • Semiconductors & related devices • California

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”);

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STANDARD FORM LEASE
Netlogic Microsystems Inc • May 19th, 2004 • Semiconductors & related devices • California
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NETLOGIC MICROSYSTEMS, INC. FORM OF INDEMNITY AGREEMENT
Indemnity Agreement • August 7th, 2007 • Netlogic Microsystems Inc • Semiconductors & related devices • Delaware

This Indemnification Agreement (the “Agreement”) is made as of July 18, 2007, by and between NetLogic Microsystems, Inc., a Delaware corporation (the “Company”), and Michael Tate (“Indemnitee”).

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AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS by and between NETLOGIC MICROSYSTEMS, INC. (“Purchaser”) and CYPRESS SEMICONDUCTOR CORPORATION (“Seller”) dated as of January 25, 2006
Registration Rights Agreement • February 22nd, 2006 • Netlogic Microsystems Inc • Semiconductors & related devices • California

THIS AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS (this “Agreement”) is made as of January 25, 2006 by and between Cypress Semiconductor Corporation, a Delaware corporation, having its principal office at 198 Champion Court, San Jose, CA 95134 (“Seller”), and NetLogic Microsystems, Inc., a Delaware corporation, having its principal office at 1875 Charleston Road, Mountain View, CA 94043 (“Purchaser”).

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NETLOGIC MICROSYSTEMS, INC. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • June 14th, 2004 • Netlogic Microsystems Inc • Semiconductors & related devices • California

This Second Amended and Restated Investor Rights Agreement (the “Agreement”) is made as of the 31st day of August, 2001, by and among NetLogic Microsystems, Inc., a Delaware corporation (the “Company”), the new investors executing this Agreement as set forth on the Schedule of Investors attached as Exhibit A (each of which is herein referred to individually as a “Series D Investor” and collectively the “Series D Investors”) and all of the investors who are parties to and whose names are set forth on Exhibit A (the “Existing Investors” and, together with the Series D Investors, the “Investors”) to the Amended and Restated Investor Rights Agreement dated as of January 16, 2001 (the “Prior Agreement”), which is amended hereby.

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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • August 7th, 2007 • Netlogic Microsystems Inc • Semiconductors & related devices • California

This RESTRICTED STOCK AGREEMENT (this “Agreement”) is made and entered into as of [DATE] between NETLOGIC MICROSYSTEMS, INC., a Delaware corporation (the “Company”), and [GRANTEE] (“Grantee”).

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NETLOGIC MICROSYSTEMS, INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION RIGHTS AGENT RIGHTS AGREEMENT Dated as of July 7, 2004
Rights Agreement • July 8th, 2004 • Netlogic Microsystems Inc • Semiconductors & related devices • Delaware

RIGHTS AGREEMENT, dated as of July 7, 2004 between NetLogic Microsystems, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association (the “Rights Agent”).

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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
Agreement and Plan of Merger • March 22nd, 2011 • Netlogic Microsystems Inc • Semiconductors & related devices • Delaware

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.”

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NETLOGIC MICROSYSTEMS, INC. NEW EMPLOYEE STOCK OPTION AGREEMENT
New Employee Stock Option Agreement • May 25th, 2007 • Netlogic Microsystems Inc • Semiconductors & related devices • California

NETLOGIC MICROSYSTEMS, INC., a Delaware corporation (the “Company”), has granted you (the “Optionee”) the option (the “Option”) to purchase shares (the “Shares”) of common stock of the Company, par value $.01 per share (“Common Stock”), as set forth in the Notice of Grant of Stock Options which is a part of this Stock Option Agreement (“Agreement”). The Option has been granted as an incentive to Optionee’s continued employment or other association with the Company, and in all respects subject to such continued employment or other association and all other terms and conditions of this Agreement. By accepting the Option in accordance with the E*Trade online OptionsLink System you are agreeing that you and your Spouse or domestic partner are bound by all of the terms of this Agreement with respect to such Option grant.

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ASSET PURCHASE AGREEMENT BY AND BETWEEN INTEGRATED DEVICE TECHNOLOGY, INC. AND NETLOGIC MICROSYSTEMS, INC. DATED AS OF APRIL 30, 2009
Asset Purchase Agreement • May 6th, 2009 • Netlogic Microsystems Inc • Semiconductors & related devices • California

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”).

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LICENSE AND TECHNOLOGY TRANSFER AGREEMENT
License and Technology Transfer Agreement • July 1st, 2004 • Netlogic Microsystems Inc • Semiconductors & related devices • New York

This LICENSE AND TECHNOLOGY TRANSFER AGREEMENT (this “Agreement”), dated as of December 12, 2002 (the “Effective Date”) and amended as of May 7, 2003, is made by and between Micron Technology, Inc., a Delaware corporation (“MTI”) and NetLogic Microsystems, Inc., a Delaware corporation (“NetLogic”), (each of NetLogic and MTI, a “Party”; together the “Parties”).

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SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 11th, 2005 • Netlogic Microsystems Inc • Semiconductors & related devices

This Second Amendment to Amended and Restated Loan and Security Agreement is entered into as of December 27, 2004, by and between NetLogic Microsystems, Inc. (the “Borrower”) and Silicon Valley Bank (“Bank”).

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Form of] REVOLVING NOTE
Netlogic Microsystems Inc • August 5th, 2009 • Semiconductors & related devices

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.

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FORM OF NETLOGIC MICROSYSTEMS, INC. NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • April 16th, 2004 • Netlogic Microsystems Inc • California

This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of the 18th day of March, 2004 by and among NetLogic Microsystems, Inc., a Delaware corporation (the “Company”), and the lenders set forth on Schedule A (each, a “Purchaser”).

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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
Bvi Guarantee and Collateral Agreement • August 5th, 2009 • Netlogic Microsystems Inc • Semiconductors & related devices • California

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.

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Contract
Change of Control Agreement • August 1st, 2011 • Netlogic Microsystems Inc • Semiconductors & related devices • California
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NETLOGIC LETTERHEAD
Netlogic Microsystems Inc • May 19th, 2004 • Semiconductors & related devices
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NETLOGIC MICROSYSTEMS, INC. FORM OF RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • October 30th, 2009 • Netlogic Microsystems Inc • Semiconductors & related devices • California

[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.]

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WARRANT TO PURCHASE COMMON STOCK
Warrant And • April 16th, 2004 • Netlogic Microsystems Inc • California

THIS CERTIFIES THAT, for the purchase price of $ paid and received, (the “Purchaser”) is entitled to subscribe for and purchase from NetLogic Microsystems, Inc., a Delaware corporation (the “Company”), up to fully paid and nonassessable shares (the “Warrant Shares”) of Common Stock, $0.001 par value per share, of the Company (“Common Stock”) at an exercise price equal to $0.50 per share (the “Exercise Price”), subject to the provisions and upon the terms and conditions hereinafter set forth.

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Form of] TRANCHE B TERM NOTE
Netlogic Microsystems Inc • August 5th, 2009 • Semiconductors & related devices

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.

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FIRST AMENDMENT TO RIGHTS AGREEMENT BETWEEN NETLOGIC MICROSYSTEMS, INC. AND WELLS FARGO, NATIONAL ASSOCIATION, AS RIGHTS AGENT
Rights Agreement • September 12th, 2011 • Netlogic Microsystems Inc • Semiconductors & related devices • Delaware

THIS FIRST AMENDMENT TO RIGHTS AGREEMENT (the “Amendment”) is made this 11th day of September, 2011, by and between NetLogic Microsystems, Inc., a Delaware corporation (the “Company”), and Wells Fargo, National Association (the “Rights Agent’).

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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
Guarantee and Collateral Agreement • August 5th, 2009 • Netlogic Microsystems Inc • Semiconductors & related devices • California

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.

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SECOND AMENDMENT TO LEASE
Lease • May 9th, 2006 • Netlogic Microsystems Inc • Semiconductors & related devices

This SECOND AMENDMENT TO LEASE (“Second Amendment”) is made and entered into this 25th day of April 2006, by and between Mission West Charleston, LLC, a single member LLC owned by Mission West Properties, L.P., a Delaware limited partnership (“Lessor”), and NetLogic Microsystems, Inc., a Delaware corporation (“Lessee”).

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Form of] TRANCHE A TERM NOTE
Netlogic Microsystems Inc • August 5th, 2009 • Semiconductors & related devices

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.

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PURCHASE AGREEMENT
Purchase Agreement • December 22nd, 2009 • Netlogic Microsystems Inc • Semiconductors & related devices • California

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

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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
Agreement and Plan of Merger • June 4th, 2009 • Netlogic Microsystems Inc • Semiconductors & related devices • Delaware

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.”

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SUBLEASE
Sublease • May 19th, 2004 • Netlogic Microsystems Inc • Semiconductors & related devices • California

THIS SUBLEASE is made this 28th day of July, 2000 by and between ePeople, a Delaware corporation, formerly known as NoWonder, a Delaware corporation, as “Sublandlord”, and NetLogic Microsystems, Inc., a Delaware corporation, as “Subtenant.”

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NETLOGIC MICROSYSTEMS, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • July 23rd, 2004 • Netlogic Microsystems Inc • Semiconductors & related devices

NETLOGIC MICROSYSTEMS, INC., a Delaware corporation (the “Company”), has awarded and hereby grants «Name» (the “Optionee”) an option (this “Option”) to purchase a total of «Share1» («Share2») shares (the “Shares”) of common stock of the Company, par value $.01 per share (“Common Stock”), at the exercise price set forth herein, as an incentive to Optionee’s continued employment or other association with the Company, and in all respects subject to such continued employment or other association and all other terms and conditions of this Agreement.

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AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS by and between NETLOGIC MICROSYSTEMS, INC. (“Purchaser”) and CYPRESS SEMICONDUCTOR CORPORATION (“Seller”) dated as of August 29, 2007
License Agreement • August 29th, 2007 • Netlogic Microsystems Inc • Semiconductors & related devices • California

THIS AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS (this “Agreement”) is made as of August 29, 2007 by and among Cypress Semiconductor Corporation, a Delaware corporation, having its principal office at 198 Champion Court, San Jose, CA 95134 (“Seller”), and NetLogic Microsystems, Inc., a Delaware corporation, having its principal office at 1875 Charleston Road, Mountain View, CA 94043 (“NetLogic US”) and NetLogic Microsystems International Limited, a British Virgin Island corporation, with offices at C/O Appleby Corporate Services (BVI) Limited, Palm Grove House, PO Box 3190, Road Town, Tortola, British Virgin Islands (“NetLogic International”).

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INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • May 19th, 2004 • Netlogic Microsystems Inc • Semiconductors & related devices

This Intellectual Property Security Agreement is entered into as of March 30, 2004, by and between SILICON VALLEY BANK (“Bank”) and NETLOGIC MICROSYSTEMS, INC. (“Grantor”).

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July 11, 2007 Mr. Michael Tate Dear Mike:
Netlogic Microsystems Inc • August 7th, 2007 • Semiconductors & related devices
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AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT NETLOGIC MICROSYSTEMS, INC.
Loan and Security Agreement • May 19th, 2004 • Netlogic Microsystems Inc • Semiconductors & related devices • California

The exact correct corporate name of Borrower is (attach a copy of the formation documents, e.g., articles, partnership agreement): NetLogic Microsystems, Inc.

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Purchase Agreement
Purchase Agreement • August 7th, 2007 • Netlogic Microsystems Inc • Semiconductors & related devices • California

This Purchase Agreement (“Agreement”) is made as of August 6, 2007 (if left blank, then the date last written below) (the “Effective Date”) by and between Wintec Industries, Inc., having principal offices at 4280 Technology Dr., Fremont, CA 94538 (hereafter, “Wintec” or “Buyer”) and NetLogic Microsystems, Inc. having principal offices at 1875 Charleston Road, Mountain View, CA 94043 (hereinafter “NetLogic US”) and NetLogic Microsystems International Limited, located at C/O Appleby Corporate Services (BVI) Limited; Palm Grove House, PO Box 3190, Road Town, Tortola, British Virgin Islands (hereinafter “NetLogic International”). For clarification, Wintec may purchase Products under this Agreement from (i) NetLogic US for delivery to the United States or (ii) NetLogic International for delivery to any country except the United States. When Products are purchased from NetLogic US, the term “Manufacturer” or “NetLogic’ herein shall mean and refer to NetLogic US. When Products are purchased f

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