RPX Corporation Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • September 12th, 2011 • RPX Corp • Patent owners & lessors • New York
RPX Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares of Common Stock, par value $0.0001 per share (“Stock”) of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of shares and, at the election of the Underwriters, up to additional shares of Stock. The aggregate of shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 21st, 2011 • RPX Corp • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of , is made by and between RPX Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”); provided, that where Indemnitee is a member of the Board of Directors of the Company and is also a member or partner of a venture fund that is a stockholder of the Company, where the context permits, “Indemnitee” shall also include such venture fund stockholder (including its partners, members, officers, employees, agents, and each person who controls any of them or who may be liable within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended) (the “Venture Fund”), and such Venture Fund shall also become a party to this Agreement.
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • January 21st, 2011 • RPX Corp • California
THIS STOCK REPURCHASE AGREEMENT (the “Agreement”) is entered into as of November 12, 2010, by and between RPX Corporation, a Delaware corporation (the “Company”), and Geoffrey T. Barker (the “Stockholder”).
AGREEMENT AND PLAN OF MERGER by and among RPX CORPORATION, NATIONAL ACQUISITION CORP., INVENTUS SOLUTIONS, INC., and INVENTUS INTERMEDIATE, LLC Dated as of December 13, 2015Agreement and Plan of Merger • January 28th, 2016 • RPX Corp • Patent owners & lessors • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 13, 2015, is made and entered into by and among RPX Corporation, a Delaware corporation (“Parent”), National Acquisition Corp., a Delaware corporation (“Merger Sub”), Inventus Solutions, Inc., a Delaware corporation (the “Company”) and Inventus Intermediate, LLC, a Delaware limited liability company (the “Principal Stockholder”), and the Principal Stockholder, in its capacity as Equityholder Representative (as hereinafter defined). Parent, Merger Sub, the Company, the Principal Stockholder and the Equityholder Representative are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
OFFICE LEASE AGREEMENT Between Landlord: PPF PARAMOUNT ONE MARKET PLAZA OWNER, L.P., a Delaware limited partnership and Tenant: RPX Corporation, a Delaware corporation ONE MARKET SAN FRANCISCO, CALIFORNIAOffice Lease Agreement • January 21st, 2011 • RPX Corp • California
The following sets forth some of the Basic Provisions of the Lease. In the event of any conflict between the terms of these Basic Lease Provisions and the referenced Sections of the Lease, the referenced Sections of the Lease shall control.
RPX CORPORATION SERIES A AND A-1 PREFERRED STOCK PURCHASE AGREEMENT August 12, 2008Stock Purchase Agreement • April 29th, 2011 • RPX Corp • Patent owners & lessors • California
This STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 12th day of August, 2008, by and among RPX Corporation, a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor.”
RPX CORPORATION SERIES C PREFERRED STOCK PURCHASE AGREEMENT November 12, 2010Stock Purchase Agreement • April 29th, 2011 • RPX Corp • Patent owners & lessors • California
This STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 12th day of November, 2010, by and among RPX Corporation, a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor.”
RPX CORPORATION SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • May 8th, 2018 • RPX Corp • Patent owners & lessors • California
This Severance and Change in Control Agreement (the “Agreement”) is made and entered into, as of March 21, 2018 (the “Effective Date”), by and between Martin Roberts (the “Executive”) and RPX Corporation, a Delaware corporation (the “Company”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 9th, 2015 • RPX Corp • Patent owners & lessors • Delaware
This ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into as of December 22, 2014 (the “Agreement Date”), by and between Rockstar Consortium US LP, a Delaware limited partnership (“Rockstar LP”), Rockstar Consortium LLC, a Delaware limited liability company (“Rockstar LLC”), Bockstar Technologies LLC, a Delaware limited liability company (“Bockstar”), Constellation Technologies LLC, a Delaware limited liability company (“Constellation”), MobileStar Technologies LLC, a Delaware limited liability company (“MobileStar”), and NetStar Technologies LLC, a Delaware limited liability company (“NetStar”, and together with Rockstar LP, Rockstar LLC, Bockstar, Constellation and MobileStar, the “Sellers”, and each of them, a “Seller”), and RPX Clearinghouse LLC, a Delaware limited liability company (“Buyer”) (each of Sellers, on the one hand, and Buyer, on the other hand, a “Party”, collectively, “Parties”) and, solely with respect to the first sentence of Section 5.4, and Sections 5.10, 9 a
AGREEMENT AND PLAN OF MERGER by and among RPX CORPORATION, RIPTIDE PARENT, LLC and RIPTIDE PURCHASER, INC. Dated as of April 30, 2018Agreement and Plan of Merger • May 1st, 2018 • RPX Corp • Patent owners & lessors • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 30, 2018, is by and among RPX Corporation, a Delaware corporation (the “Company”), Riptide Parent, LLC, a Delaware limited liability company (“Parent”), and Riptide Purchaser, Inc., a Delaware corporation (“Purchaser” and, together with the Company and Parent, the “Parties”).
RPX CORPORATION COMMON STOCK PURCHASE AGREEMENT April 7, 2011Common Stock Purchase Agreement • April 18th, 2011 • RPX Corp • Patent owners & lessors • California
This COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 7th day of April, 2011, by and among RPX Corporation, a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor.”
April 12, 2011RPX Corp • April 18th, 2011 • Patent owners & lessors
The undersigned has acquired shares (the “Shares”) of the common stock of RPX Corporation (the “Company”) pursuant to a stock purchase agreement dated April 7, 2011.
7th FLOOR SUB-SUBLEASERPX Corp • January 21st, 2011
THIS SUB-SUBLEASE (this “Sub-Sublease”) is dated for reference purposes as of the 29th day of September, 2009, and is made by and between SEDGWICK, DETERT, MORAN & ARNOLD LLP, a California limited liability partnership (“Sub-Sublandlord”) and RPX CORPORATION, a California corporation (“Sub-Subtenant”). Sub-Sublandlord and Sub-Subtenant hereby agree as follows:
AGREEMENTAgreement • May 26th, 2016 • RPX Corp • Patent owners & lessors • Delaware
This Agreement (this “Agreement”) is made and entered into as of May 25, 2016, by and among RPX Corporation, a Delaware corporation (the “Company”), and each of the persons or entities listed on the last signature page hereto (collectively, “Mangrove”) (each of the Company and Mangrove, a “Party” to this Agreement, and collectively, the “Parties”).
AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENTFirst Refusal and Co-Sale Agreement • January 21st, 2011 • RPX Corp • California
This AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENT (the “Agreement”) is entered into as of the 15th day of July, 2009 by and among RPX Corporation, a Delaware corporation (the “Company”), John Amster, Geoffrey T. Barker and Eran Zur (each a “Founder” and together the “Founders”) and the holders of Preferred Stock of the Company (the “Preferred Shares”) listed on Exhibit A (the “Investors”).
Re: Confidential Agreement and General Release of ClaimsConfidential Agreement • March 13th, 2013 • RPX Corp • Patent owners & lessors • California
This agreement (“Agreement”) confirms that you and RPX Corporation (“Company” or “Releasee”) have mutually agreed that your employment with the Company terminates effective May 1, 2013. The following provisions set forth the terms of the Agreement in exchange for a release of claims, as set forth below.
RPX CORPORATIONRPX Corp • February 5th, 2018 • Patent owners & lessors • California
This letter (the “Agreement”) confirms the agreement between you and RPX Corporation (the “Company”) regarding the termination of your employment with the Company.
THIRD AMENDMENT TO LEASELease • March 5th, 2018 • RPX Corp • Patent owners & lessors
THIS THIRD AMENDMENT TO LEASE (“Third Amendment”) is entered into as of , June 26, 2017 (the “Third Amendment Effective Date”), by and between PPF PARAMOUNT ONE MARKET PLAZA OWNER, L.P., a Delaware limited partnership (“Landlord”) and RPX CORPORATION, a Delaware corporation (“Tenant”), with reference to the following facts:
SECOND AMENDMENT TO LEASELease • March 5th, 2018 • RPX Corp • Patent owners & lessors
THIS SECOND AMENDMENT TO LEASE (“Second Amendment”) entered into as of May 31, 2012 (the “Second Amendment Effective Date”), by and between PPF PARAMOUNT ONE MARKET PLAZA OWNER, L.P., a Delaware limited partnership (“Landlord”) and RPX CORPORATION, a Delaware corporation (“Tenant”)with reference to the following facts:
DATED 11 March 2015 SERVICE AGREEMENT Tel: 020 7184 7000 Fax: 020 7184 7001Service Agreement • May 21st, 2018 • RPX Corp • Patent owners & lessors • England and Wales
RPX CORPORATION AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT July 15, 2009Investors’ Rights Agreement • January 21st, 2011 • RPX Corp • California
This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 15th day of July 2009, by and among RPX CORPORATION, a Delaware corporation (the “Company”), the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor,” and the holders of Common Stock listed on Schedule B hereto, each of which is herein referred to as a “Common Holder.”
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • January 21st, 2011 • RPX Corp • Delaware
This AMENDED AND RESTATED VOTING AGREEMENT (the “Agreement”) is made and entered into as of July 15, 2009, by and among RPX Corporation, a Delaware corporation (the “Company”), the holders of the Company’s Series A Preferred Stock (the “Series A Stock”), Series A-1 Preferred Stock (the “Series A-1 Stock”) and Series B Preferred Stock (the “Series B Stock” and collectively with the Series A Stock and Series A-1 Stock, the “Preferred Stock”), listed on the Schedule of Investors attached as Schedule A hereto (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Section 19 below, the “Investors”), and the holders of Common Stock of the Company (the “Founders”) listed on the Schedule of Founders attached as Schedule B hereto. The Company, the Founders and the Investors are individually referred to herein as a “Party” and are collectively referred to herein as the “Parties.” The Company’s Board of Directors is referred to herein as the
FIRST AMENDMENT TO LEASEWork Agreement • March 26th, 2012 • RPX Corp • Patent owners & lessors
THIS FIRST AMENDMENT TO LEASE (“First Amendment”) entered into as of March 9, 2012 (the “First Amendment Effective Date”), by and between PPF PARAMOUNT ONE MARKET PLAZA OWNER, L.P., a Delaware limited partnership (“Landlord”) and RPX CORPORATION, a Delaware corporation (“Tenant”) with reference to the following facts:
WAIVER AND AMENDMENT NO. 1 TO THE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT, THE AMENDED AND RESTATED VOTING AGREEMENT AND THE AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENTVoting Agreement • January 21st, 2011 • RPX Corp • California
THIS WAIVER AND AMENDMENT NO. 1 TO THE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT, THE AMENDED AND RESTATED VOTING AGREEMENT AND THE AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENT (the “Amendment”) is made as of November 12, 2010, by and among RPX Corporation, a Delaware corporation (the “Company”) and the undersigned holders of the Company’s capital stock (the “Stockholders”).
RPX CORPORATION SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • May 21st, 2018 • RPX Corp • Patent owners & lessors • California
This Severance and Change in Control Agreement (the “Agreement”) is made and entered into, as of March 21, 2018 (the “Effective Date”), by and between Edward F. Straube (the “Executive”) and RPX Corporation, a Delaware corporation (the “Company”).
RPX CORPORATION SERIES B PREFERRED STOCK PURCHASE AGREEMENT July 15, 2009Stock Purchase Agreement • January 21st, 2011 • RPX Corp • California
This STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 1st day of July, 2009, by and among RPX Corporation, a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor.”
