Everspin Technologies Inc Sample Contracts

EVERSPIN TECHNOLOGIES, INC., Issuer and [TRUSTEE], Trustee Indenture Dated as of [•], 20__ Debt Securities
Indenture • November 15th, 2023 • Everspin Technologies Inc • Semiconductors & related devices • New York

Indenture, dated as of [•], 20__, among Everspin Technologies, Inc., a Delaware corporation (the “Company”), and [Trustee], as trustee (the “Trustee”):

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Everspin Technologies, Inc. and _____________, as Warrant Agent Form of Common Stock Warrant Agreement Dated as of __________ Everspin Technologies, INC. FORM OF COMMON STOCK WARRANT AGREEMENT
Warrant Agreement • November 15th, 2023 • Everspin Technologies Inc • Semiconductors & related devices • New York

This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between, Everspin Technologies, Inc., a Delaware corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).

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AS WARRANT AGENT
Warrant Agreement • November 6th, 2020 • Everspin Technologies Inc • Semiconductors & related devices • New York

THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between EVERSPIN TECHNOLOGIES, INC., a Delaware corporation (the “Company”) and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).

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OPEN MARKET SALE AGREEMENTSM
Everspin Technologies Inc • August 7th, 2019 • Semiconductors & related devices • New York
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Everspin Technologies, Inc. and _____________, As Warrant Agent Form Of Preferred Stock Warrant Agreement Dated As Of __________ Everspin Technologies, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENT
Preferred Stock Warrant Agreement • November 15th, 2023 • Everspin Technologies Inc • Semiconductors & related devices • New York

This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between Everspin Technologies, Inc., a Delaware corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 9th, 2017 • Everspin Technologies Inc • Semiconductors & related devices • Delaware
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3,600,000 Shares Everspin Technologies, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • February 9th, 2018 • Everspin Technologies Inc • Semiconductors & related devices • New York

Everspin Technologies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative”) an aggregate of 3,600,000 shares (the “Firm Shares”) of the common stock, $0.0001 par value per share, of the Company (“Common Stock”), all of which are to be issued and sold by the Company. The Company also proposes to sell to the several Underwriters, at the option of the Underwriters, up to an additional 540,000 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares.”

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INDEMNITY AGREEMENT
Indemnity Agreement • September 9th, 2016 • Everspin Technologies Inc • Semiconductors & related devices • Delaware

THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of , 2016, between Everspin Technologies, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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Contract
Everspin Technologies Inc • August 6th, 2020 • Semiconductors & related devices • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS

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AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 8th, 2019 • Everspin Technologies Inc • Semiconductors & related devices
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EXECUTIVE EMPLOYMENT AGREEMENT for Sanjeev Aggarwal
Executive Employment Agreement • July 22nd, 2021 • Everspin Technologies Inc • Semiconductors & related devices • Arizona

This Executive Employment Agreement (“Agreement”), made between Everspin Technologies, Inc. (the “Company”) and Sanjeev Aggarwal (“Executive”) (collectively, the “Parties”), is effective as of April 3, 2021.

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Contract
Everspin Technologies Inc • August 9th, 2018 • Semiconductors & related devices • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

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LOAN AND SECURITY AGREEMENT No. V15102
Loan and Security Agreement • September 9th, 2016 • Everspin Technologies Inc • Semiconductors & related devices • Illinois

This Loan and Security Agreement (this “Loan Agreement”), made as of June 5, 2015 by and between Ares Venture Financing, L.P. (“Lender”), with offices at 245 Park Avenue, 44th Floor, New York, NY 10167, and Everspin Technologies, Inc. (“Borrower”), a Delaware corporation with its principal place of business at 1347 N. Alma School Road, Suite 220, Chandler, AZ 85224.

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Contract
STT-Mram Joint Development Agreement • September 9th, 2016 • Everspin Technologies Inc • Semiconductors & related devices • New York

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

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EXECUTIVE EMPLOYMENT AGREEMENT for Jeff Winzeler
Executive Employment Agreement • May 9th, 2019 • Everspin Technologies Inc • Semiconductors & related devices • Arizona

This Executive Employment Agreement (“Agreement”), made between Everspin Technologies, Inc. (the “Company”) and Jeff Winzeler (''Executive") (collectively, the “Parties”), is effective as of April 25, 2016.

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Contract
Everspin Technologies Inc • November 8th, 2019 • Semiconductors & related devices • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

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Contract
Manufacturing Agreement • September 9th, 2016 • Everspin Technologies Inc • Semiconductors & related devices • New York

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

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November 8, 2018 Anne Flaig
Everspin Technologies Inc • March 15th, 2019 • Semiconductors & related devices • Arizona

This letter sets forth the substance of the separation agreement (the “Agreement”) that Everspin Technologies, Inc. (the “Company”) is offering to you.

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April 6, 2021 Daniel Berenbaum 11404 E Autumn Sage Dr Scottsdale, AZ 85255 Dear Dan:
Everspin Technologies Inc • August 12th, 2021 • Semiconductors & related devices

We accept your resignation, and this letter sets forth the substance of the separation agreement (the “Agreement”) between you and Everspin Technologies, Inc. (the “Company).

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OFFICE LEASE AGREEMENT Jutland 4141 Investments, Ltd DBA Chandler Office Center and Everspin Technologies, Inc. (Tenant) INDEX
Office Lease Agreement • September 9th, 2016 • Everspin Technologies Inc • Semiconductors & related devices

THIS OFFICE LEASE AGREEMENT (“Lease”) is made this January 7th day of January, 2011, by and between JUTLAND 4141 INVESTMENTS, LTD., dba Chandler Office Center (the “Landlord”) and EVERSPIN TECHNOLOGIES, INC. (the “Tenant”).

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EVERSPIN TECHNOLOGIES, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • September 9th, 2016 • Everspin Technologies Inc • Semiconductors & related devices • Delaware

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of this 21st day October, 2014, by and among Everspin Technologies, Inc., a Delaware corporation (the “Company”), the individuals and entities listed on Schedule A hereto (each, an “Investor,” and collectively, the “Investors”), Freescale Semiconductor, Inc. (the “Key Holder”), and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.

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SUBLEASE AGREEMENT
Sublease Agreement • March 28th, 2017 • Everspin Technologies Inc • Semiconductors & related devices • Arizona

THIS LEASE is made as of the Lease Date set forth in the Basic Lease Information, by and between the Landlord identified in the Basic Lease Information (“Landlord”), and the Tenant identified in the Basic Lease Information (“Tenant”). Landlord and Tenant agree as follows:

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AMENDMENT NO. 4 TO LEASE
Lease • August 16th, 2016 • Everspin Technologies Inc • Semiconductors & related devices

This AMENDMENT NO. 4 TO LEASE (“Amendment No. 4”), dated June , 2014, (“Amendment Effective Date”) is entered into by and between FREESCALE SEMICONDUCTOR, INC., a Delaware corporation (“Landlord”), and EVERSPIN TECHNOLOGIES, INC., a Delaware corporation (“Tenant”), with reference to the following facts:

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February 28, 2022 Darin Billerbeck
Everspin Technologies Inc • March 2nd, 2022 • Semiconductors & related devices
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EVERSPIN TEHCNOLOGIES, INC. RESTRICTED STOCK PURCHASE AGREEMENT
Restricted Stock Purchase Agreement • September 9th, 2016 • Everspin Technologies Inc • Semiconductors & related devices • Delaware

THIS RESTRICTED STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of October 21, 2014, (the “Issue Date”) by and between EVERSPIN TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and GLOBALFOUNDRIES Inc. (“Purchaser”).

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THIRD AMENDMENT TO SUBLEASE AGREEMENT
Sublease Agreement • March 15th, 2018 • Everspin Technologies Inc • Semiconductors & related devices

This THIRD AMENDMENT TO SUBLEASE AGREEMENT (this "Amendment") is made and entered into effective as of this 9th day of October, 2017 (the "Effective Date"), by and between NXP USA, Inc. a Delaware corporation (hereinafter referred to as "Sublandlord"), and Everspin Technologies, Inc., a Delaware corporation (hereinafter referenced to as "Subtenant").

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AMENDMENT NO. 8 TO LEASE
Lease • March 13th, 2020 • Everspin Technologies Inc • Semiconductors & related devices

This AMENDMENT No. 8 TO LEASE ("Amendment No. 8"), effective as of November 30, 2019, ("Amendment No. 8 Effective Date") is entered into by and between NXP USA, Inc. (formerly FREESCALE SEMICONDUCTOR, INC.), a Delaware corporation and 100% affiliated company of NXP Semiconductors N.V. ("Landlord"), and EVERSPIN TECHNOLOGIES, INC., a Delaware corporation ("Tenant"), with reference to the following facts:

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February 15, 2017 Scott Sewell Everspin Technologies, Inc. Via Email Dear Scott,
Assignment Agreement • August 11th, 2017 • Everspin Technologies Inc • Semiconductors & related devices • Arizona

This letter sets forth the substance of the transition and separation agreement (the “Agreement”) that Everspin Technologies, Inc. (the “Company”) is offering to you.

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Amendment No.1 to the STT-MRAM Joint Development Agreement
Joint Development Agreement • November 2nd, 2023 • Everspin Technologies Inc • Semiconductors & related devices

This Amendment No.1 to the STT-MRAM Joint Development Agreement (this “Amendment”) by and between GLOBALFOUNDRIES Inc. (hereinafter referred to as “GLOBALFOUNDRIES” or “GF”) and Everspin Technologies, Inc., a corporation incorporated under the laws of Delaware, having an office at 1347 North Alma School Road, Suite 220, Chandler, Arizona 85224 (“Everspin”), is effective as of the last date of signature hereunder, and amends that certain STT-MRAM Joint Development Agreement by and between GLOBALFOUNDRIES and Everspin executed on October 17, 2014 (“Agreement’’).

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SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 16th, 2016 • Everspin Technologies Inc • Semiconductors & related devices • New York

This Second Amendment to Loan and Security Agreement (this “Amendment”), dated as of August 1, 2016, by and between Ares Venture Finance, L.P. (“Lender”), and Everspin Technologies, Inc. (“Borrower”).

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August 23, 2017 Phillip LoPresti Everspin Technologies Chandler, AZ 85224 Dear Phill:
Everspin Technologies Inc • November 13th, 2017 • Semiconductors & related devices • Arizona

This letter sets forth the substance of the separation and consulting agreement (the “Agreement”) that Everspin Technologies, Inc. (the “Company”) is offering to you.

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AMENDMENT #4 TO
Everspin Technologies Inc • March 4th, 2021 • Semiconductors & related devices

This Amendment #4 (the "Amendment No. 4'') is entered into by and between Everspin Technologies, Inc. ("Everspin"), and GLOBALFOUNDRIES Inc. ("GLOBALFOUNDRIES"), and amends and supplements that certain STT-MRAM Joint Development Agreement between the parties dated October 17, 2014, as amended by amendment Nos. 1-3 (collectively, the "Agreement"). This Amendment No. 4 is effective as of December 31, 2019 (the "Amendment Effective Date").

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THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 7th, 2019 • Everspin Technologies Inc • Semiconductors & related devices

THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 19th day of June 2019, by and between SILICON VALLEY BANK, a California corporation “Bank”), and EVERSPIN TECHNOLOGIES, INC., a Delaware corporation (“Borrower”).

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COMMERCIAL INDUSTRIAL LEASE AGREEMENT PRINCIPAL LIFE INSURANCE COMPANY, AN IOWA CORPORATION, LANDLORD AND EVERSPIN TECHNOLOGIES, INC. TENANT FOR THE PREMISES LOCATED AT: STONELAKE 1 AUSTIN, TEXAS 78759
Lease Agreement • September 9th, 2016 • Everspin Technologies Inc • Semiconductors & related devices • Texas

This Lease Agreement (this “Lease”) is entered into by PRINCIPAL LIFE INSURANCE COMPANY, an Iowa corporation (“Landlord”), and EVERSPIN TECHNOLOGIES, INC., a Delaware corporation (“Tenant”). The terms referenced in the Basic Lease Information above are hereby incorporated herein by this reference.

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FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 6th, 2020 • Everspin Technologies Inc • Semiconductors & related devices

THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this July 15, 2020, by and between SILICON VALLEY BANK, a California corporation (“Bank”), and EVERSPIN TECHNOLOGIES, INC., a Delaware corporation (“Borrower”).

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