InvenSense Inc Sample Contracts

InvenSense Inc – FOURTH CERTIFICATE OF AMENDMENT OF THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INVENSENSE, INC. (November 7th, 2011)

The corporation organized and existing under and by virtue of the General Corporate Law of the State of Delaware does hereby certify:

InvenSense Inc – INVENSENSE, INC. 2004 STOCK INCENTIVE PLAN AS AMENDED AUGUST 31, 2011 (November 7th, 2011)
InvenSense Inc – InvenSense, Inc. Common Stock, par value $0.001 per share Underwriting Agreement (July 27th, 2011)
InvenSense Inc – INVENSENSE, INC. 2011 STOCK INCENTIVE PLAN (July 25th, 2011)
InvenSense Inc – THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INVENSENSE, INC. (July 25th, 2011)

InvenSense, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),

InvenSense Inc – INVENSENSE, INC. EMPLOYMENT AGREEMENT (July 25th, 2011)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is hereby entered into effective as of May 31, 2011 (the “Effective Date”), by and between INVENSENSE, INC., a Delaware corporation (the “Company”), and Alan Krock (“Employee”) (collectively the “Parties”).

InvenSense Inc – INDEMNIFICATION AGREEMENT (July 25th, 2011)

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this              day of                     , 2011 (the “Effective Date”) by and between InvenSense, Inc., a Delaware corporation (the “Company”), and [                    ] (the “Indemnitee”).

InvenSense Inc – WARRANT TO PURCHASE SHARES OF SERIES B PREFERRED STOCK OF INVENSENSE, INC. (Void after March 31, 2015) (July 25th, 2011)

This certifies that [            ], a Delaware limited liability company, or assigns (the “Holder”), for value received, is entitled to purchase from INVENSENSE, INC., a Delaware corporation (the “Company”), 37,647 fully paid and nonassessable shares of the Company’s Series B Preferred Stock (“Preferred Stock”) for cash at a purchase price per share equal to $1.858 (the “Stock Purchase Price”). The Holder may also exercise this Warrant on a cashless or “net issuance” basis as described in Section 1(b) below. This Warrant is issued in connection with the Loan and Security Agreement of even date herewith (as amended, restated and supplemented from time to time, the “Loan Agreement”) between the Company and [            ], an affiliate of Holder (“Lender”). Capitalized terms used herein and not otherwise defined in this Warrant shall have the meaning(s) ascribed to them in the Loan Agreement unless the context would otherwise require.

InvenSense Inc – THIRD AMENDED AND RESTATED BYLAWS OF INVENSENSE, INC. (July 25th, 2011)
InvenSense Inc – AMENDMENT TO THE SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (July 25th, 2011)

This amendment (this “Amendment”), dated as of July 17, 2011, is made to the Second Amended and Restated Investor Rights Agreement (the “Agreement”), dated as of March 28, 2008, by and among InvenSense, Inc., a Delaware corporation (the “Company”) and the investors listed on Schedule A thereto (each an “Investor” and collectively the “Investors”) and Steven Nasiri (the “Founder”). 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 – January 18, 2011 Dear James: Compensation related to appointment as Interim CFO at INVENSENSE. INC (May 24th, 2011)

In reference to the offer letter issued by INVENSENSE, INC dated August 20, 2010 for the position of Corporate Controller and duly accepted by you. Effective January 18, 2011, you have been appointed to the role of Interim Chief Financial Officer following the position being vacated. As Interim CFO, you will be reporting directly to Steven Nasiri, CEO of INVENSENSE, INC. Your duties will include but not be limited to;

InvenSense Inc – August 20, 2010 Dear James: (May 24th, 2011)

This letter will formally set forth our offer of employment with InvenSense, Inc. (the “Company”), and shall supersede all other verbal and written offers. We are pleased to offer you the position of Corporate Controller reporting initially to Mark Voll. As such, you will be responsible along with the rest of the Company’s team for the successful execution of the Company’s business plan. More specifically, you will be responsible for the following tasks and duties:

InvenSense Inc – GENERAL RELEASE (May 24th, 2011)

Mark Voll (“you”) and InvenSense, Inc. (the “Company”) (collectively, “the parties”) have agreed to enter into this General Release (“Agreement”) on the following terms:

InvenSense Inc – Contract (June 28th, 2010)

THIS WARRANT AND THE SHARES PURCHASABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

InvenSense Inc – June 9, 2007 To: Joseph Jiang Dear Joseph (June 28th, 2010)

This letter will formally set forth our offer of employment with InvenSense, Inc. (the “Company”), and shall supersede all other verbal and written offers. We are pleased to offer you the position of Vice President of Marketing reporting initially to Steve Nasiri, the Company CEO. As such, you will be responsible along with the rest of the Company’s team for the successful execution of the Company’s business plan. More specifically, you will be responsible for the following tasks and duties:

InvenSense Inc – EXECUTIVE EMPLOYMENT AGREEMENT (June 28th, 2010)

This Executive Employment Agreement, dated April 14, 2004, is between Invensense, Inc., a California corporation (the “Company”) and Steven Nasiri, the founder of the Company (“Executive”).

InvenSense Inc – INVENSENSE, INC. 2004 STOCK INCENTIVE PLAN AS AMENDED SEPTEMBER 18, 2009 (June 28th, 2010)
InvenSense Inc – INDEMNIFICATION AGREEMENT (June 28th, 2010)

INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of April 14, 2004 by and among InvenSense, Inc., a California corporation (the “Company”) and the indemnitees listed on the signature pages hereto (individually, as “Indemnitee” and, collectively, the “Indemnitees”).

InvenSense Inc – SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INVENSENSE, INC. (June 28th, 2010)

InvenSense, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),

InvenSense Inc – 2900 Gordon , Suite 203. Santa Clara, CA 95054 Phone (408) 720-8482, Fax (408) 720-8738 www.InvenSense.com (June 28th, 2010)

This letter Will formally set forth our offer of employment with InvenSense, Inc. (the “Company”), and shall supersede all other verbal and written offers. We are pleased to offer you the position of Director of Business Development As such, you will be responsible along with the rest of the Company’s team for the development of the Company’s product and contribute towards its commercialization. More specifically, you will be responsible for the following tasks and duties:

InvenSense Inc – INVENSENSE, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Dated as of March 28, 2008 (June 28th, 2010)

THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of March 28, 2008 by and among InvenSense, Inc., a Delaware corporation (the “Company”) and the investors listed on Schedule A hereto (each an “Investor” and collectively the “Investors”) and Steven Nasiri (the “Founder”).

InvenSense Inc – Industrial Lease Moffett Park I & II Sunnyvale, California AMB PROPERTY, L.P., a Delaware limited partnership, as Landlord, and InvenSense, Inc., a Delaware corporation, as Tenant (June 28th, 2010)
InvenSense Inc – SEPARATION AGREEMENT AND GENERAL RELEASE (June 28th, 2010)

Mahesh Karanth (“you”) and InvenSense Corporation (the “Company”) (collectively, “the parties”) have agreed to enter into this Separation Agreement and General Release (“Agreement”) on the following terms:

InvenSense Inc – ARTICLE I OFFICES 1 Section 1.1 Registered Office. 1 Section 1.2 Other Offices. 1 ARTICLE II STOCKHOLDERS’ MEETINGS 1 Section 2.1 Place of Meetings. 1 Section 2.2 Annual Meetings. 2 Section 2.3 Special Meetings. 2 Section 2.4 Notice of Meetings. 2 Section 2.5 Quorum and Voting. 3 Section 2.6 Voting Rights. 4 Section 2.7 Voting Procedures and Inspectors of Elections. 5 Section 2.8 List of Stockholders. 6 Section 2.9 Stockholder Proposals at Annual Meetings. 7 Section 2.10 Nominations of Persons for Election to the Board of Directors. 7 Section 2.11 Action Without Meeting. 8 ARTICLE III DIRECTOR (June 28th, 2010)
InvenSense Inc – SECOND CERTIFICATE OF AMENDMENT OF THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INVENSENSE, INC. (June 28th, 2010)

The corporation organized and existing under and by virtue of the General Corporate Law of the State of Delaware does hereby certify:

InvenSense Inc – CERTIFICATE OF AMENDMENT OF THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INVENSENSE, INC. (June 28th, 2010)

The corporation organized and existing under and by virtue of the General Corporate Law of the State of Delaware does hereby certify:

InvenSense Inc – May 31, 2010 Mark Voll [ADDRESS] Dear Mark: (June 28th, 2010)

This letter will formally set forth our offer of employment with InvenSense, Inc. (the “Company”), and shall supersede all other verbal and written offers. We are pleased to offer you the position of Chief Financial Officer initially reporting to Steve Nasiri, CEO. As such, you will be responsible along with the rest of the Company’s executive team for the successful execution of the Company’s business plan. More specifically, you will be responsible for the following tasks and duties:

InvenSense Inc – April 5, 2007 Ram Krishnan [ADDRESS] Dear Ram (June 28th, 2010)

This letter will formally set forth our offer of employment with lnvenSense, Inc. (the “Company”), and shall supersede all other verbal and written offers. We are pleased to offer you the position of Vice President of Operations reporting to Steve Nasiri, company CEO. As such, you will be responsible along with the rest of the Company’s team for the successful execution of the Company’s business plan. More specifically, you will be responsible for the following tasks and duties:

InvenSense Inc – WARRANT TO PURCHASE 60,000 SHARES OF SERIES A PREFERRED STOCK OF INVENSENSE, INC. (Void after December 31, 2012) (June 28th, 2010)

This certifies that VENTURE LENDING & LEASING IV, LLC, a Delaware limited liability company, or assigns (the “Holder”), for value received, is entitled to purchase from INVENSENSE, INC., a California corporation (the “Company”), Sixty Thousand (60,000) fully paid and nonassessable shares of the Company’s Series A Preferred Stock (“Preferred Stock”) for cash at a price of $1.00 per share (the “Stock Purchase Price”) at any time or from time to time up to and including 5:00 p.m. (Pacific time) on December 31, 2012 (the “Expiration Date”), upon surrender to the Company at its principal office at 2900 Gordon Avenue, Suite 203, Santa Clara, CA 95051, (or at such other location as the Company may advise Holder in writing) of this Warrant properly endorsed with the Form of Subscription attached hereto duly filled in and signed and upon payment in cash or by check of the aggregate Stock Purchase Price for the number of shares for which this Warrant is being exercised determined in accordance w

InvenSense Inc – FIRST AMENDMENT TO LEASE AGREEMENT (June 28th, 2010)

This First Amendment To Lease is dated for reference purposes only June 26, 2009, and is entered into by and between AMB Property, L.P., a Delaware limited partnership (“Landlord”) and InvenSense, Inc., a California corporation (“Tenant”), who enter into this Agreement with reference to the following facts and objectives:

InvenSense Inc – THIRD CERTIFICATE OF AMENDMENT OF THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INVENSENSE, INC. (June 28th, 2010)

The corporation organized and existing under and by virtue of the General Corporate Law of the State of Delaware does hereby certify:

InvenSense Inc – INDEMNIFICATION AGREEMENT (June 28th, 2010)

This Indemnification Agreement (this “Agreement”) is entered into as of the 28th day of March, 2008 by InvenSense, Inc. a Delaware corporation (the “Company”), for the benefit of Sierra Ventures IX, L.P., and its affiliates (each an “Indemnitee” and collectively, the “Indemnitees”).

InvenSense Inc – WARRANT TO PURCHASE SHARES OF PREFERRED STOCK OF INVENSENSE, INC. (Void after April 1,2013) (June 28th, 2010)

This certifies that VENTURE LENDING & LEASING IV, LLC, a Delaware limited liability company, or assigns (the “Holder”), for value received, is entitled to purchase from INVENSENSE, INC., a Delaware corporation (the “Company”), the Applicable Number (hereinafter defined) of hilly paid and nonassessable shares of the Company’s Next Round Stock (as hereinafter defined) (“Preferred Stock”) for cash at a purchase price per share (the “Stock Purchase Price”) equal to the arithmetic average of(A) One Dollar ($1.00) and (B) the Next Round Price (as hereinafter defined). This Warrant is issued in connection with the Loan and Security Agreement of even date herewith (as amended, restated and supplemented from time to time, the “Loan Agreement”) between the Company and Venture Lending & Leasing IV, Inc., an affiliate of Holder (“Lender”). Capitalized terms used herein and not otherwise defined in this Warrant shall have the meaning(s) ascribed to them in the Loan Agreement unless the context woul