InvenSense Inc Sample Contracts

InvenSense Inc – 1.75% Convertible Senior Notes due 2018 and Wells Fargo Bank, National Association, (May 18th, 2017)
InvenSense Inc – INVENSENSE, INC. AMENDED AND RESTATED BYLAWS as adopted and in effect on May 18, 2017 (May 18th, 2017)
InvenSense Inc – INVENSENSE, INC. AS ISSUER 1.75% CONVERTIBLE SENIOR NOTES DUE 2018 FIRST SUPPLEMENTAL INDENTURE Dated as of May 18, 2017 To Indenture Dated as of November 13, 2013 WELLS FARGO BANK, NATIONAL ASSOCIATION AS TRUSTEE (May 18th, 2017)

This FIRST SUPPLEMENTAL INDENTURE (“Supplemental Indenture”) dated as of May 18, 2017, is between InvenSense, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

InvenSense Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF InvenSense, Inc., a Delaware Corporation (May 18th, 2017)

The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, DE 19808. The name of its registered agent at that address is Corporation Service Company.

InvenSense Inc – SEPARATION AGREEMENT (May 3rd, 2017)

This Separation Agreement is made and entered into by and between Mozafar Maghsoudnia (the “Executive”) and InvenSense, Inc. (the “Company”).

InvenSense Inc – December 20, 2016 (February 2nd, 2017)

InvenSense, Inc. (the “Company”) has approved the payment of a bonus (a “Retention Bonus”) to you. This letter agreement sets forth the terms and conditions of your Retention Bonus, including the requirements that you must meet in order to receive your Retention Bonus.

InvenSense Inc – December 20, 2016 (February 2nd, 2017)

InvenSense, Inc. (the “Company”) has approved the payment of a bonus (a “Retention Bonus”) to you. This letter agreement sets forth the terms and conditions of your Retention Bonus, including the requirements that you must meet in order to receive your Retention Bonus. This letter agreement also describes certain other compensation arrangements.

InvenSense Inc – INVENSENSE, INC. 2011 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (February 2nd, 2017)
InvenSense Inc – December 20, 2016 (February 2nd, 2017)

InvenSense, Inc. (the “Company”) has approved the payment of a bonus (a “Retention Bonus”) to you. This letter agreement sets forth the terms and conditions of your Retention Bonus, including the requirements that you must meet in order to receive your Retention Bonus.

InvenSense Inc – December , 2016 (December 21st, 2016)

InvenSense, Inc. (the “Company”) has approved the payment of a bonus (a “Retention Bonus”) to you. This letter agreement sets forth the terms and conditions of your Retention Bonus, including the requirements that you must meet in order to receive your Retention Bonus.

InvenSense Inc – VOTING AGREEMENT (December 21st, 2016)

VOTING AGREEMENT (this “Voting Agreement”), dated as of December [●], 2016, by and among TDK Corporation, a company organized under the laws of Japan (“Parent”), and [            ] (“Stockholder”).

InvenSense Inc – AGREEMENT AND PLAN OF MERGER dated as of December 21, 2016 among INVENSENSE, INC., TDK CORPORATION and TDK SENSOR SOLUTIONS CORPORATION (December 21st, 2016)

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of December 21, 2016 among InvenSense, Inc., a Delaware corporation (the “Company”), TDK Corporation, a company organized under the laws of Japan (“Parent”), and TDK Sensor Solutions Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”).

InvenSense Inc – INVENSENSE, INC. 2013 EMPLOYEE STOCK PURCHASE PLAN AS AMENDED ON SEPTEMBER 16, 2016 (September 19th, 2016)
InvenSense Inc – INVENSENSE, INC. 2013 EMPLOYEE STOCK PURCHASE PLAN AS AMENDED ON SEPTEMBER 9, 2015 (September 15th, 2015)
InvenSense Inc – KPMG Audit Téléphone : +33 (0)4 37 64 76 00 51, rue de Saint-Cyr Télécopie : +33 (0)4 37 64 76 09 CS 60409 Site internet : www.kpmg.fr 69338 Lyon Cedex 09 France (September 30th, 2014)

We have audited the accompanying consolidated financial statements of Movea S.A.S and its subsidiary, which comprise the consolidated balance sheet as of December 31, 2013, and the related consolidated statement of operations and cash flows for the year then ended, and the related notes to the consolidated financial statements.

InvenSense Inc – UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS (September 30th, 2014)

On July 22, 2014, InvenSense International, Inc., a company formed under the laws of the Cayman Islands and a wholly-owned subsidiary of InvenSense, Inc. (the “Company”), completed its previously announced acquisition of all the outstanding shares of Movea SA, a company formed under the laws of France (“Movea”), pursuant to a Share Purchase Agreement (“Purchase Agreement”) with Movea, certain members of management of Movea and Movea shareholders. The Company paid $60.9 million in cash as consideration for the acquisition. An additional $13.0 million in cash will be payable contingent upon the achievement of certain milestones prior to the one year anniversary of the closing of the acquisition.

InvenSense Inc – SEPARATION AGREEMENT AND RELEASE (September 4th, 2014)

This Separation Agreement and Release (the “Agreement”) is made by and between Alan Krock, an individual (the “Employee”) and InvenSense Inc. (the “Company”)(individually each a “Party” and collectively the “Parties”) effective at the end of the seventh calendar day after the date a signed copy of this Agreement is delivered to the Company by the Employee (“Effective Date”). The Employee must sign and return this Agreement within twenty-one (21) days of receipt of this Agreement to be eligible for the severance benefits described below; provided, however, that this Agreement may not be signed prior to September 1, 2014.

InvenSense Inc – SHARE PURCHASE AGREEMENT FOR ALL OF THE OUTSTANDING SHARES OF MOVEA SA BY AND AMONG INVENSENSE INTERNATIONAL, INC., MOVEA SA, THE MANAGEMENT OF MOVEA SA, EXECUTING SELLING SHAREHOLDERS, AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE HOLDER REPRESENTATIVE JULY 7, 2014 (July 28th, 2014)

THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of July 7, 2014, is entered into by and among InvenSense International, Inc., a Cayman Islands corporation (“Purchaser”), the management of the Company named on the signature pages hereof (the “Management”), acting severally and not jointly (conjointement et sans solidarité entre eux), Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Holder Representative, the Persons named as the Executing Selling Shareholders of Movea SA (the “Company”) on the signature pages hereof (the “Executing Selling Shareholders”) acting severally and not jointly (conjointement et sans solidarité entre eux) and the Company.

InvenSense Inc – INVENSENSE, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT (May 21st, 2014)

This Executive Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between [NAME] (“Executive”) and InvenSense, Inc. (the “Company”), effective as of [DATE], 20[*] (the “Effective Date”).

InvenSense Inc – MICROPHONE PRODUCT LINE (A Product Line of Analog Devices, Inc.) Financial Statements (with Independent Auditors’ Report Thereon) (January 16th, 2014)

We have audited the accompanying financial statements of the Microphone Product Line of Analog Devices, Inc. which comprise the statement of net assets to be sold as of August 3, 2013 and the related statement of revenues and direct expenses for the nine month period ended August 3, 2013, and the related notes to the financial statements.

InvenSense Inc – THE SECURITIES REPRESENTED HEREBY (THE “WARRANTS”) WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE WARRANTS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF. GOLDMAN, SACHS & CO. | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 |TEL: (212) 902-1000 (November 13th, 2013)

This Confirmation is subject to, and incorporates, the definitions and provisions of the 2006 ISDA Definitions (the “2006 Definitions”) and the definitions and provisions of the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and together with the 2006 Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). In the event of any inconsistency between the 2006 Definitions and the Equity Definitions, the Equity Definitions will govern. For purposes of the Equity Definitions, each reference herein to a Warrant shall be deemed to be a reference to a Call Option or an Option, as context requires.

InvenSense Inc – InvenSense, Inc. 1.75% Convertible Senior Notes Due 2018 Purchase Agreement (November 13th, 2013)
InvenSense Inc – INVENSENSE, INC. AS ISSUER 1.75% CONVERTIBLE SENIOR NOTES DUE 2018 INDENTURE DATED AS OF NOVEMBER 13, 2013 WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE (November 13th, 2013)

INDENTURE dated as of November 13, 2013 between InvenSense, Inc., a Delaware corporation (“Company”), and Wells Fargo Bank, National Association, as trustee (“Trustee”).

InvenSense Inc – InvenSense Prices $150 Million Convertible Senior Notes Due 2018 (November 13th, 2013)

SAN JOSE, California, November 6, 2013 - InvenSense, Inc. (NYSE: INVN), the leading provider of MotionTracking(TM) system on chip devices, today announced the pricing of $150 million aggregate principal amount of convertible senior notes due 2018 (the “notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The size of the offering of the notes was increased from the previously announced $125 million aggregate principal amount. InvenSense also granted the initial purchaser of the notes an option to purchase up to an additional $25 million aggregate principal amount of the notes. The sale of the notes to the initial purchaser is expected to settle on November 13, 2013, subject to customary closing conditions.

InvenSense Inc – GOLDMAN, SACHS & CO. | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 |TEL: (212) 902-1000 (November 13th, 2013)

This Confirmation is subject to, and incorporates, the definitions and provisions of the 2006 ISDA Definitions (the “2006 Definitions”) and the definitions and provisions of the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and together with the 2006 Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). In the event of any inconsistency between the 2006 Definitions and the Equity Definitions, the Equity Definitions will govern. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein have the meanings set forth in the Indenture to be dated November 13, 2013 between Counterparty and Wells Fargo Bank, National Association, as trustee (the “Indenture”) relating to the 1.75% Convertible Senior Notes due 2018 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal

InvenSense Inc – InvenSense To Offer $125 Million Convertible Senior Notes Due 2018 (November 5th, 2013)

SAN JOSE, California, November 5, 2013 – InvenSense, Inc. (NYSE: INVN), the leading provider of MotionTracking(TM) system on chip devices, today announced its intention to offer, subject to market and other conditions, $125 million aggregate principal amount of convertible senior notes due 2018 (the “notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). InvenSense also expects to grant the initial purchaser of the notes an option to purchase up to an additional $18.75 million aggregate principal amount of the notes.

InvenSense Inc – News Release InvenSense(TM) To Acquire MEMS Microphone Business Line From Analog Devices, Incorporated (October 18th, 2013)

Acquisition Expected to Accelerate InvenSense Audio Roadmap and Increase Available Market by bringing in Expanded Product Portfolio and Technology Expertise

InvenSense Inc – MASTER ASSET PURCHASE AND SALE AGREEMENT BY AND AMONG ANALOG DEVICES, INC., INVENSENSE, INC. AND INVENSENSE INTERNATIONAL, INC. October 14, 2013 (October 18th, 2013)

This MASTER ASSET PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of October 14, 2013 by and among Analog Devices, Inc., a Massachusetts corporation (“ADI”), InvenSense, Inc., a Delaware corporation (“US Buyer”), and InvenSense International, Inc., a Cayman Islands corporation (“Foreign Buyer” and, collectively with US Buyer, “Buyer”). ADI and Buyer are sometimes referred to herein individually as a “Party” and together as the “Parties.”

InvenSense Inc – OFFICE LEASE (August 9th, 2013)

This Office Lease (this “Lease”), dated as of the date set forth in Section 1.1, is made by and between CA-THE CONCOURSE LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and INVENSENSE, INC., a Delaware corporation (“Tenant”). The following exhibits are incorporated herein and made a part hereof: Exhibits A-1, A-2, A-3, A-4 and A-5 (Outlines of Suites 150, 200, 300, 400 and 500); Exhibit B (Work Letter); Exhibit C (Form of Confirmation Letter); Exhibit D (Rules and Regulations); Exhibit E (Judicial Reference); Exhibit F (Additional Provisions); Exhibit F-1 (Tenant’s Monument Signage); Exhibit F-2 (Tenant’s Building Signage); Exhibit G (Certain Common Areas); Exhibit H (Hazardous Materials Disclosure Certificate); and Exhibit I (Reserved Parking Spaces).

InvenSense Inc – INVENSENSE, INC. EMPLOYMENT AGREEMENT (October 25th, 2012)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is hereby entered into effective as of October 23, 2012 (the “Effective Date”), by and between INVENSENSE, INC., a Delaware corporation (the “Company”), and Behrooz Abdi (“Employee”) (collectively the “Parties”).

InvenSense Inc – INVENSENSE, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT (October 25th, 2012)

This Executive Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between Behrooz Abdi (“Executive”) and InvenSense, Inc. (the “Company”), effective as of October 23, 2012 (the “Effective Date”).

InvenSense Inc – TRANSITION AND RELEASE AGREEMENT (October 25th, 2012)

This Transition and Release Agreement (the “Agreement”) is entered into as of October 23, 2012, by and among InvenSense, Inc. (the “Company”) and Steven Nasiri (“Executive”) (collectively, the “Parties”).

InvenSense Inc – InvenSense, Inc. Common Stock, par value $0.001 per share Underwriting Agreement (March 2nd, 2012)
InvenSense Inc – WAIVER AND ACKNOWLEDGMENT UNDER SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (February 27th, 2012)

This Waiver and Acknowledgment (this “Waiver”), dated as of February 27, 2012, is made to the Second Amended and Restated Investor Rights Agreement, dated as of March 28, 2008, by and among InvenSense, Inc., a Delaware corporation (the “Company”), the investors listed on Schedule A thereto (each an “Investor” and collectively the “Investors”) and Steven Nasiri (the “Founder”), as amended on July 17, 2011 (the “Agreement”). The undersigned, constituting more than two-thirds of the Registrable Securities (as defined in the Agreement) outstanding as of the date hereof, hereby agree as follows:

InvenSense Inc – SECOND AMENDMENT TO LEASE (February 24th, 2012)

THIS SECOND AMENDMENT TO LEASE AGREEMENT (the “Second Amendment”) is entered into as of the 17th day of February, 2012, by and between Prologis L.P., a Delaware limited partnership formerly known as AMB Property, L.P. (“Landlord”) and InvenSense, Inc., a Delaware corporation (“Tenant”).