PLX Technology Inc Sample Contracts

1 EXHIBIT 1.1 PLX Technology, Inc. ( a Delaware corporation) 3,300,000 Shares of Common Stock PURCHASE AGREEMENT Dated: March [*], 1999 2 TABLE OF CONTENTS
PLX Technology Inc • March 22nd, 1999 • Semiconductors & related devices • New York
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BY AND AMONG
Agreement and Plan of Merger • June 2nd, 2000 • PLX Technology Inc • Semiconductors & related devices • California
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EXHIBIT 10.4 LEASE AGREEMENT by and between AETNA LIFE INSURANCE COMPANY, a Connecticut corporation
Lease Agreement • February 4th, 1999 • PLX Technology Inc • California
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EXHIBIT 10.8
Stock Pledge Agreement • March 13th, 2003 • PLX Technology Inc • Semiconductors & related devices • California
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SECTION 2. Registration Rights
Registration Rights Agreement • March 9th, 1999 • PLX Technology Inc • Semiconductors & related devices • California
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WITNESSETH:
Lease Agreement • March 9th, 1999 • PLX Technology Inc • Semiconductors & related devices
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RECITALS
Registration Rights Agreement • May 30th, 2003 • PLX Technology Inc • Semiconductors & related devices • California
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EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • May 27th, 2003 • PLX Technology Inc • Semiconductors & related devices • Delaware
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1 EXHIBIT 10.1 INDEMNIFICATION AGREEMENT THIS AGREEMENT is entered into, effective as of ______________ ___, 1999, by and between PLX Technology, Inc., a Delaware corporation (the "Company"), and __________________________ ("Indemnitee"). WHEREAS, it...
Indemnification Agreement • February 4th, 1999 • PLX Technology Inc • Delaware
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INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 13th, 2012 • PLX Technology Inc • Semiconductors & related devices • Delaware
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EXHIBIT 10.10 PLX TECHNOLOGY, INC. STOCK RESTRICTION, INFORMATION RIGHTS AND REGISTRATION RIGHTS AGREEMENT This First Amended Agreement is made as of 3rd day of July 1991, among PLX Technology, Inc., a California corporation (the company") and the...
1 • March 9th, 1999 • PLX Technology Inc • Semiconductors & related devices • California
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AGREEMENT AND PLAN OF MERGER by and among AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., PLUTO MERGER SUB, INC., and PLX TECHNOLOGY, INC. Dated as of June 23, 2014
Agreement and Plan of Merger • June 23rd, 2014 • PLX Technology Inc • Semiconductors & related devices • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of June 23, 2014 (as amended, restated, modified or supplemented from time to time, this “Agreement”), by and among Avago Technologies Wireless (U.S.A.) Manufacturing Inc., a Delaware corporation (“Parent”), Pluto Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Purchaser”) and PLX Technology, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement, unless the context clearly indicates otherwise.

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AGREEMENT AND PLAN OF MERGER among Integrated Device Technology, Inc., Pinewood Acquisition Corp., Pinewood Merger Sub, LLC and PLX Technology, Inc. Dated as of April 30, 2012
Agreement and Plan of Merger • April 30th, 2012 • PLX Technology Inc • Semiconductors & related devices • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of April 30, 2012 (this “Agreement”), by and among Integrated Device Technology, Inc., a Delaware corporation (“Parent”), Pinewood Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Purchaser”), Pinewood Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Merger LLC”) and PLX Technology, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement, unless the context clearly indicates otherwise.

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 4th, 2011 • PLX Technology Inc • Semiconductors & related devices • Delaware

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September [ ], 2011 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and PLX TECHNOLOGY, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

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1 EXHIBIT 10.6-8 EMPLOYEE STOCK PURCHASE AGREEMENT This Agreement is made as of the _____ day of _______ by and between PLX TECHNOLOGY Inc., a California corporation (the "Corporation"), and ________ (the "Purchaser"). W I T N E S S E T H: WHEREAS,...
Employee Stock Purchase Agreement • February 4th, 1999 • PLX Technology Inc • California
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EXHIBIT 10.9
Stock Pledge Agreement • March 13th, 2003 • PLX Technology Inc • Semiconductors & related devices
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TENDER AND SUPPORT AGREEMENT
Tender and Support Agreement • June 23rd, 2014 • PLX Technology Inc • Semiconductors & related devices • Delaware

This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of June 23, 2014, is entered into by and among Avago Technologies Wireless (U.S.A.) Manufacturing, Inc., a Delaware corporation (“Parent”), Pluto Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Purchaser”), and each of the Persons set forth on Schedule A hereto (each, a “Stockholder”). All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

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PLX Technology, Inc. Executive Retention Agreement
Executive Retention Agreement • June 23rd, 2014 • PLX Technology Inc • Semiconductors & related devices • California

This Executive Retention Agreement (“Agreement”) is dated June 22, 2014, and is between PLX Technology, Inc. (“PLX”), and Michael Grubisich (“you” or “your”).

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ASSET PURCHASE AGREEMENT Dated as of July 6, 2012 By and Between Entropic Communications, Inc. as Purchaser, and PLX Technology, Inc. as Seller
Asset Purchase Agreement • November 9th, 2012 • PLX Technology Inc • Semiconductors & related devices • California

This ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of July 6, 2012 is by and between Entropic Communications, Inc., a Delaware corporation (“Purchaser”), and PLX Technology, Inc., a Delaware corporation (the “Company”). Purchaser and the Company are collectively referred to herein as the “Parties” and individually as a “Party”. Capitalized terms used herein are defined in Exhibit A.

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • September 27th, 2010 • PLX Technology Inc • Semiconductors & related devices

THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made as of September 23, 2010, by and among PLX Technology, Inc., a Delaware corporation (the “Purchaser”), Tunisia Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (the “Merger Sub”), Teranetics, Inc., a Delaware corporation (the “Company”), and Nersi Nazari, not individually, but solely in his capacity as the representative of the Securityholders (the “Stockholder Representative”). Except as otherwise set forth herein, capitalized terms used herein have the meanings set forth in Exhibit A.

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1 EXHIBIT 10.7 PLEDGE AGREEMENT 1. As collateral security for the payment of the certain $______________ Promissory Note issued this date to PLX Technology, Inc. ("Pledgee") by the undersigned (hereinafter called "indebtedness"), the undersigned...
Pledge Agreement • February 4th, 1999 • PLX Technology Inc
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TENDER AND SUPPORT AGREEMENT
Tender and Support Agreement • June 23rd, 2014 • PLX Technology Inc • Semiconductors & related devices • Delaware

This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of June 23, 2014, is entered into by and among Avago Technologies Wireless (U.S.A.) Manufacturing, Inc., a Delaware corporation (“Parent”), Pluto Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Purchaser”), and each of the Persons set forth on Schedule A hereto (each, a “Stockholder”). All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

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AGREEMENT AND PLAN OF MERGER By and Among PLX Technology, Inc., as the Purchaser, Osprey Acquisition Sub, Inc., as the Merger Sub, Oxford Semiconductor, Inc., as the Company, and VantagePoint Venture Partners IV (Q), L.P., as the Stockholder...
Agreement and Plan of Merger • December 19th, 2008 • PLX Technology Inc • Semiconductors & related devices

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into this 15th day of December, 2008, by and among PLX Technology, Inc., a Delaware corporation (the “Purchaser”), Osprey Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (the “Merger Sub”), Oxford Semiconductor, Inc., a Delaware corporation (the “Company”), and VantagePoint Venture Partners IV (Q), L.P., a Delaware limited partnership, solely in its capacity as the representative of the Stockholders (the “Stockholder Representative”). Except as otherwise set forth herein, capitalized terms used herein have the meanings set forth in Exhibit A.

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May 22, 2012
PLX Technology Inc • May 22nd, 2012 • Semiconductors & related devices

We are pleased to inform you that on April 30, 2012, PLX Technology, Inc. (“PLX”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Integrated Device Technology, Inc. (“IDT”) and its wholly-owned subsidiaries Pinewood Acquisition Corp. (the “Purchaser”) and Pinewood Merger Sub, LLC (“Merger LLC”), pursuant to which the Purchaser has commenced an exchange offer to purchase all outstanding shares of our common stock in exchange for a price per share of (i) 0.525 of a share of IDT’s common stock and (ii) $3.50 in cash.

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July 8, 2014
PLX Technology Inc • July 8th, 2014 • Semiconductors & related devices

We are pleased to inform you that on June 23, 2014, PLX Technology, Inc. ("PLX") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Avago Technologies Wireless (U.S.A.) Manufacturing Inc. ("Parent") and its wholly-owned subsidiary Pluto Merger Sub, Inc. (the "Purchaser"), pursuant to which the Purchaser has commenced a tender offer to acquire all outstanding shares of our common stock for a price per share of $6.50 in cash.

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AMENDMENT NO. 4 LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 8th, 2013 • PLX Technology Inc • Semiconductors & related devices • California

This Amendment No. 4 to Loan and Security Agreement (this “Amendment”) is entered into as of the 22nd day of April, 2013 (the “Fourth Amendment Date”), by and between PLX Technology, Inc., a Delaware corporation, (“Borrower”) and Silicon Valley Bank (“Bank”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (as defined below).

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AMENDMENT TO AGREEMENT AND PLAN OF MERGER By and Among PLX Technology, Inc., as the Purchaser, Osprey Acquisition Sub, Inc., as the Merger Sub, Oxford Semiconductor, Inc., as the Company, and VantagePoint Venture Partners IV (Q), L.P., as the...
Agreement and Plan of Merger • January 6th, 2009 • PLX Technology Inc • Semiconductors & related devices
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Contract
Stockholder Support Agreement • March 6th, 2009 • PLX Technology Inc • Semiconductors & related devices • Delaware
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 21st, 2004 • PLX Technology Inc • Semiconductors & related devices • California

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of this 24th day of May, 2004, by and among PLX Technology Inc., a Delaware corporation ("PLX"), and those individuals listed on Exhibit A.

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Contract
Exchange Agent Agreement • March 6th, 2009 • PLX Technology Inc • Semiconductors & related devices • Massachusetts
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PLX Technology, Inc. Executive Retention Agreement
Executive Retention Agreement • June 23rd, 2014 • PLX Technology Inc • Semiconductors & related devices • California

This Executive Retention Agreement (“Agreement”) is dated June 22, 2014, and is between PLX Technology, Inc. (“PLX”), and Vijay Meduri (“you” or “your”).

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Contract
Escrow Agreement • March 6th, 2009 • PLX Technology Inc • Semiconductors & related devices
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AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG PLX TECHNOLOGY, INC. NC ACQUISITION SUB, INC. NETCHIP TECHNOLOGY, INC. AND WEI-TI LIU, AS SHAREHOLDERS' AGENT March 8, 2004 Morrison & Foerster LLP Palo Alto, CA 94304
Agreement and Plan of Reorganization • March 9th, 2004 • PLX Technology Inc • Semiconductors & related devices
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