RIGHTS AGREEMENTRights Agreement • August 9th, 2007 • InterDigital, Inc. • Patent owners & lessors • Pennsylvania
RIGHTS AGREEMENT dated as of July 2, 2007 (the “Agreement”), between INTERDIGITAL, INC., a Pennsylvania corporation (the “Company”) and AMERICAN STOCK TRANSFER AND TRUST COMPANY, a New York corporation (the “Rights Agent”).
PLAN OF REORGANIZATIONInterDigital, Inc. • August 9th, 2007 • Patent owners & lessors
THIS PLAN OF REORGANIZATION (collectively with any exhibits and schedules attached hereto, the “Plan”) is dated July 2, 2007 (the “Effective Date”) and is entered into by and among InterDigital Communications Corporation, a Pennsylvania corporation, (“IDCC”), InterDigital, Inc., a Pennsylvania corporation, (“HoldingCo”) and ID Merger Company, a Pennsylvania corporation, (“Merger Sub” and collectively with IDCC and HoldingCo, the “Parties”).
ASSIGNMENT AND ASSUMPTION OF INDEMNITY AGREEMENTAssignment and Assumption of Indemnity Agreement • August 9th, 2007 • InterDigital, Inc. • Patent owners & lessors • Pennsylvania
This Assignment and Assumption Agreement (“Assignment”), dated July 2, 2007, among Bruce G. Bernstein, (“Indemnitee”), InterDigital Communications Corporation (“ICC”), a Pennsylvania corporation, and InterDigital, Inc., a Pennsylvania corporation, provides for (i) the assignment by ICC and assumption by InterDigital, Inc. of that certain Indemnity Agreement dated June 21, 2005 between ICC and Indemnitee (“Original Agreement”) of all of ICC’s rights and obligations under the Original Agreement as amended hereby and (ii) the consent of Indemnitee to such assignment.
FIRST AMENDMENT, CONSENT AND JOINDER TO CREDIT AGREEMENTCredit Agreement • August 9th, 2007 • InterDigital, Inc. • Patent owners & lessors • New York
FIRST AMENDMENT, CONSENT AND JOINDER TO CREDIT AGREEMENT dated as of July 2, 2007 (this “Amendment”), among INTERDIGITAL COMMUNICATIONS CORPORATION, a Pennsylvania corporation (“IDC”), INTERDIGITAL, INC., a Pennsylvania corporation (“Holdings”), THE SUBSIDIARY GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
AMENDMENT AND ASSIGNMENT OF EMPLOYMENT AGREEMENTAssignment of Employment Agreement • August 9th, 2007 • InterDigital, Inc. • Patent owners & lessors • Pennsylvania
This Amendment and Assignment Agreement (“Amendment”), dated July 2, 2007, among Bruce G. Bernstein, a Pennsylvania resident (“Employee”), InterDigital Communications Corporation (“ICC”), a Pennsylvania corporation, and InterDigital, Inc., a Pennsylvania corporation, provides for the amendment of that certain Employment Agreement dated June 20, 2005 between ICC and Employee (“Original Agreement”) and the assignment by ICC to InterDigital, Inc. of all of ICC’s rights and obligations under the Original Agreement as amended hereby, and the consent of Employee to such assignment.
EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2007 • InterDigital, Inc. • Patent owners & lessors • Pennsylvania
THIS EMPLOYMENT AGREEMENT is made as of this 9th day of July, 2007, by and between Scott McQuilkin, a Pennsylvania resident (the “Employee”), and InterDigital, Inc. a corporation organized and existing under the laws of the Commonwealth of Pennsylvania (the “Company”).
AMENDMENT TO PATENT LICENSE AGREEMENTPatent License Agreement • August 9th, 2007 • InterDigital, Inc. • Patent owners & lessors
This Amendment effective as of January 1, 2007 is to the Narrowband CDMA and Third Generation Patent License Agreement (“CDMA PLA”) dated January 15, 2002, between InterDigital Technology Corporation (“ITC”), a Delaware corporation with a mailing address of Suite 105, Hagley Building, 3411 Silverside Road, Concord Plaza, Wilmington, DE 19810, and NEC Corporation (“Licensee”), a company organized and existing under the laws of Japan, with a mailing address of 7-1, Shiba 5-chome, Minato-ku, Tokyo 108-8001, Japan.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 9th, 2007 • InterDigital, Inc. • Patent owners & lessors
THIS AGREEMENT AND PLAN OF MERGER (collectively with any exhibits and schedules attached hereto, the “Plan”) is dated July 2, 2007 (the “Effective Date”) and is entered into by and among InterDigital Communications Corporation, a Pennsylvania corporation, (“IDCC” and, after the Effective Time (defined below), the “Surviving Corporation”)), InterDigital, Inc., a Pennsylvania corporation, (“HoldingCo”) and ID Merger Company, a Pennsylvania corporation, (“Merger Sub” and, collectively with IDCC and HoldingCo, the “Parties”).
