EXECUTION VERSION SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN MAGMA DESIGN AUTOMATION, INC. MAGMA ACQUISITION CORP.Agreement and Plan of Reorganization • May 14th, 2001 • Magma Design Automation Inc • California
C. The holders of the Company's Series F-1 Preferred Stock and Series F-2 Preferred Stock (collectively the "Series F Preferred Stock") are former holders (the "Moscape Holders") of the Series B Preferred Stock and Series C Preferred Stock,...Rights Agreement • May 14th, 2001 • Magma Design Automation Inc • California
EXHIBIT 10.1 INDEMNIFICATION AGREEMENT ------------------------- This Indemnification Agreement (the "Agreement"), dated as of February 13, 2001, between Magma Design Automation, Inc., a Delaware corporation (the "Corporation"), and _____________...Indemnification Agreement • May 14th, 2001 • Magma Design Automation Inc • Delaware
MAGMA DESIGN AUTOMATION, INC. Common Stock par value $0.0001 per share UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • August 14th, 2001 • Magma Design Automation Inc • Services-prepackaged software • New York
SKYPORT TOWER II SAN JOSE, CALIFORNIA OFFICE LEASE AGREEMENT BETWEEN CA-SKYPORT I LIMITED PARTNERSHIP, a Delaware limited partnership (“LANDLORD”) AND MAGMA DESIGN AUTOMATION, INC., a Delaware corporation (“TENANT”)Office Lease Agreement • February 8th, 2007 • Magma Design Automation Inc • Services-prepackaged software
THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of December 28, 2006, by and between CA-SKYPORT I LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and MAGMA DESIGN AUTOMATION, INC., a Delaware corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of the Lease: Exhibit A (Outline and Location of Premises), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), Exhibit F (Additional Provisions), Exhibit F-1 (Form of Letter of Credit) and Exhibit G (Parking Agreement).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 12th, 2009 • Magma Design Automation Inc • Services-prepackaged software • Delaware
This Indemnification Agreement (“Agreement”) is entered into as of the day of , 200 by and between Magma Design Automation, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
WARRANT AGREEMENT BETWEEN MAGMA DESIGN AUTOMATION, INC. AND INTERNATIONAL BUSINESS MACHINES CORPORATION Cover PageWarrant Agreement • August 12th, 2005 • Magma Design Automation Inc • Services-prepackaged software • New York
• Before the Warrant is signed, the following information must be completed: Cover Page (name of issuing company), Page 1 (number of shares; date; name of issuing company), Section 2(b)(ii) (capitalization), Section 8 (Notice), Section 9 (Governing Law), and Signature Page. In the Appendices, the following information must be completed: Appendix A, Page 2 (Purchase Price) and Page 2 (number of Warrant Shares).
MAGMA DESIGN AUTOMATION, INC. Zero Coupon Convertible Subordinated Notes due 2008 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 20th, 2003 • Magma Design Automation Inc • Services-prepackaged software • New York
Magma Design Automation, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Credit Suisse First Boston LLC and UBS Warburg LLC (the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated May 16, 2003 (the “Purchase Agreement”), $150,000,000 aggregate principal amount (plus up to an additional $30,000,000 principal amount) of its Zero Coupon Convertible Subordinated Notes due 2008 (the “Notes”). The Notes will be issued pursuant to an Indenture, dated as of May 22, 2003 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company agrees with the Initial Purchasers, for the benefit of (i) the Initial Purchasers as Initial Purchasers and (ii) the beneficial owners (including the Initial Purchasers) from time to time of the Notes and of the Underlying Common Stock (as defined herein) issued upon conversion of
MAGMA DESIGN AUTOMATION SEPARATION AGREEMENT AND MUTUAL RELEASESeparation Agreement and Mutual Release • March 12th, 2009 • Magma Design Automation Inc • Services-prepackaged software • California
This Separation Agreement and Mutual Release (“Agreement”) is made as of the 29th day of March, 2008 (the “Effective Date”) by and between Magma Design Automation, Inc. (the “Company”) and Saeid Ghafouri (“Employee”). The parties desire to enter into this Agreement for the purpose of reaching an amicable Separation of their employment relationship and to promote harmonious relations in the future.
MAGMA DESIGN AUTOMATION EMPLOYMENT AND SEVERENCE AGREEMENTMagma Design Automation Employment and Severence Agreement • March 12th, 2009 • Magma Design Automation Inc • Services-prepackaged software • California
This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into effective as of , 2008 by and between (the “Employee”) and Magma Design Automation, Inc., a Delaware corporation (the “Company”).
MAGMA DESIGN AUTOMATION SEPARATION AGREEMENT AND MUTUAL RELEASESeparation Agreement and Mutual Release • March 12th, 2009 • Magma Design Automation Inc • Services-prepackaged software • California
This Separation Agreement and Mutual Release (“Agreement”) is made as of the 13th day of February, 2009 by and between Magma Design Automation, Inc. (the “Company”) and David Stanley (“Employee”). The Parties desire to enter into this Agreement for the purpose of reaching an amicable separation of their employment relationship and to promote harmonious relations in the future.
EXCHANGE AGREEMENTExchange Agreement • March 16th, 2007 • Magma Design Automation Inc • Services-prepackaged software
This Exchange Agreement (this “Agreement”) is made and entered into as of this day of March, 2007, by and between (the “Holder”), and Magma Design Automation, Inc., a Delaware corporation (the “Company”).
MAGMA DESIGN AUTOMATION, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 5th, 2007 • Magma Design Automation Inc • Services-prepackaged software • New York
Magma Design Automation, Inc., a Delaware corporation (the “Company”), proposes to issue to the initial purchasers set forth on Schedule A attached hereto (the “Initial Purchasers”), upon the terms set forth in those certain exchange agreements, each dated February 27, 2007 (each, an “Exchange Agreement” and, collectively, the “Exchange Agreements”), $47,439,000 aggregate principal amount of its 2.00% Convertible Senior Notes due 2010 (the “Notes”). The Notes will be issued pursuant to an Indenture, dated as of March 5, 2007 (the “Indenture”), by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”). As an inducement to each Initial Purchaser to enter into its respective Exchange Agreement, the Company agrees with each Initial Purchaser, for the benefit of the beneficial owners (including the Initial Purchasers) from time to time of the Notes and of the Underlying Common Stock (as defined herein) issued upon conversion of the Notes (each of the foregoin
MAGMA DESIGN AUTOMATION, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 28th, 2002 • Magma Design Automation Inc • Services-prepackaged software • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of the 31st day of July, 2001, by and among MAGMA DESIGN AUTOMATION, INC., a Delaware corporation (the “Company”), and the persons identified as “Holders” or “Investors” on the signature pages hereto. This Agreement amends and restates the Amended and Restated Investor Rights Agreement dated as of August 15, 2000 (the “Prior Agreement”) in its entirety. The undersigned persons collectively hold at least fifty-one percent (51%) of the outstanding shares of the Company’s Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series F-1 Preferred Stock and Series F-2 Preferred Stock of the Company.
CREDIT AGREEMENT by and among MAGMA DESIGN AUTOMATION, INC. as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO CAPITAL FINANCE, LLC as the Agent Dated as of March 19, 2010Credit Agreement • July 16th, 2010 • Magma Design Automation Inc • Services-prepackaged software • California
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of March 19, 2010, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and MAGMA DESIGN AUTOMATION, INC., a Delaware corporation (“Borrower”).
EXHIBIT 10.7 RESULTS WAY CORPORATE PARK LEASE - BUILDING 1Magma Design Automation Inc • May 14th, 2001 • California
REGISTRATION RIGHTS AGREEMENT AMENDMENTRegistration Rights Agreement • March 16th, 2007 • Magma Design Automation Inc • Services-prepackaged software • New York
This Registration Rights Agreement Amendment (this “Agreement”) is made and entered into as of this day of March, 2007, by and between the parties listed on Schedule A attached hereto (each a “Holder,” and, collectively, the “Holders”), and Magma Design Automation, Inc., a Delaware corporation (the “Company”).
STOCK OPTION AGREEMENT TERMS AND CONDITIONS MAGMA DESIGN AUTOMATION, INC.Stock Option Agreement • November 20th, 2008 • Magma Design Automation Inc • Services-prepackaged software • California
THIS STOCK OPTION AGREEMENT TERMS AND CONDITIONS (the “Stock Option Agreement”), together with the Notice of Stock Option Grant (the “Notice of Grant”) to which this Stock Option Agreement is attached, constitute the Stock Option Agreement referred to in the Magma Design Automation, Inc. 2001 Stock Incentive Plan (the “Plan”) with respect to the option granted to you pursuant to the Notice of Grant (the “Option”). This Option is intended to be a Nonstatutory Stock Option, as provided in the Notice of Grant.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 16th, 2009 • Magma Design Automation Inc • Services-prepackaged software
THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of October 1, 2009, by and between MAGMA DESIGN AUTOMATION, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • March 12th, 2009 • Magma Design Automation Inc • Services-prepackaged software • California
This Consulting Services Agreement (including all Exhibits or Schedules incorporated by reference below, this “Agreement”) is entered into effective as of May 2, 2008 (“Effective Date”) by and between Magma Design Automation, Inc., with its principal executive offices at 1650 Technology Drive, San Jose, CA 95110 (“Magma), and Saeid Ghafouri (“Consultant”) with a mailing address at 22126 Villa Oaks Lane, Saratoga, CA 95070.
SUB-SUBLEASESub-Sublease • February 8th, 2007 • Magma Design Automation Inc • Services-prepackaged software • California
SUB-SUBLEASE (the “Sub-Sublease”), dated as of the 15th day of November 2006, (the “Effective Date”) between SIEMENS COMMUNICATIONS, INC., having an office at 900 Broken Sound Parkway, Boca Raton, FL 33487 (“Sub-Sublandlord”), and MAGMA DESIGN AUTOMATION, INC., having an office at 5460 Bay Front Plaza, Santa Clara, CA 95054 (“Sub- Subtenant”).
AMENDMENT NUMBER FOUR TO CREDIT AGREEMENT AND CONSENTCredit Agreement and Consent • December 9th, 2010 • Magma Design Automation Inc • Services-prepackaged software
This Amendment Number Four to Credit Agreement and Consent (“Amendment”) is entered into as of October 29, 2010, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as the agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), on the one hand, and MAGMA DESIGN AUTOMATION, INC., a Delaware corporation (“Borrower”), on the other hand, with reference to the following facts:
AMENDMENT NUMBER TWO TO CREDIT AGREEMENT AND CONSENTCredit Agreement and Consent • December 9th, 2010 • Magma Design Automation Inc • Services-prepackaged software
This Amendment Number Two to Credit Agreement and Consent (“Amendment”) is entered into as of July 30, 2010, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as the agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), on the one hand, and MAGMA DESIGN AUTOMATION, INC., a Delaware corporation (“Borrower”), on the other hand, with reference to the following facts:
AGREEMENT AND PLAN OF REORGANIZATION AMONG MAGMA DESIGN AUTOMATION, INC., MOTORCAR ACQUISITION CORP., AUTO ACQUISITION CORP. MOJAVE, INC. AND VIVEK RAGHAVAN, AS REPRESENTATIVEAgreement and Plan of Reorganization • May 14th, 2004 • Magma Design Automation Inc • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of February 23, 2004 (the “Agreement Date”) by and among Magma Design Automation, Inc., a Delaware corporation (“Acquiror”), Motorcar Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Acquiror (“Car Merger Sub”), Auto Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Acquiror (“Auto Merger Sub”), Mojave, Inc., a Delaware corporation (the “Company”), and Vivek Raghavan, as Representative (the “Representative”).
SETTLEMENT AGREEMENTSettlement Agreement • June 6th, 2007 • Magma Design Automation Inc • Services-prepackaged software • California
This Settlement Agreement (“Settlement Agreement”) is made and entered into as of the last date of signature below (the “Effective Date”), by and between Synopsys, Inc., a Delaware corporation, having offices at 700 East Middlefield Road, Mountain View, California 94043 USA (“Synopsys”), and Magma Design Automation, Inc. (“Magma”), a Delaware corporation, having offices at 1650 Technology Dr., San Jose, CA 95110 USA (Synopsys and Magma are individually referred to herein as a “party,” and collectively as the “parties”).
AMENDMENT NUMBER FIVE TO CREDIT AGREEMENTCredit Agreement • December 9th, 2011 • Magma Design Automation Inc • Services-prepackaged software
This Amendment Number Five to Credit Agreement (“Amendment”) is entered into as of October 19, 2011, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as the agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), on the one hand, and MAGMA DESIGN AUTOMATION, INC., a Delaware corporation (“Borrower”), on the other hand, with reference to the following facts:
AMENDMENT NUMBER ONE TO CREDIT AGREEMENT AND CONSENTCredit Agreement and Consent • December 9th, 2010 • Magma Design Automation Inc • Services-prepackaged software
This Amendment Number One to Credit Agreement and Consent (“Amendment”) is entered into as of June 24, 2010, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as the agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), on the one hand, and MAGMA DESIGN AUTOMATION, INC., a Delaware corporation (“Borrower”), on the other hand, with reference to the following facts:
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • March 16th, 2007 • Magma Design Automation Inc • Services-prepackaged software • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is entered into as of March , 2007, by and between Magma Design Automation, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG MAGMA DESIGN AUTOMATION, INC., SABIO ACQUISITION CORP., SABIO LABS LLC., SABIO LABS, INC. AND DAVID COLLERAN, AS REPRESENTATIVE DECEMBER 20, 2007Agreement and Plan of Merger • February 27th, 2008 • Magma Design Automation Inc • Services-prepackaged software • California
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 20, 2007 (the “Agreement Date”) by and among Magma Design Automation, Inc., a Delaware corporation (“Magma”), Sabio Acquisition Corp., a California corporation and a wholly owned subsidiary of Magma (“Merger Sub I”), Sabio Labs LLC, a California limited liability company and a wholly owned subsidiary of Magma (“Merger Sub II” and with Merger Sub I, the “Merger Subs” and each a “Merger Sub”), Sabio Labs, Inc., a California corporation (the “Company”), and David Colleran, as Representative, solely with respect to Article IX hereof and such other provisions hereof which specifically refer to such Representative (the “Representative”).
AMENDMENT NUMBER ONE TO OFFICE LEASE AGREEMENTOffice Lease Agreement • June 6th, 2007 • Magma Design Automation Inc • Services-prepackaged software
This AMENDMENT NUMBER ONE (the “Amendment”) dated as of January 24, 2007 (the “Amendment Effective Date”) amends that certain OFFICE LEASE AGREEMENT (the “Lease”) entered into and effective on June 19, 2003 (the “Effective Date”), to which MARVELL TECHNOLOGY, INC., a Delaware corporation (“Marvell”), became the owner of landlord’s interest in the lease between 3COM CORPORATION, a Delaware corporation, and MAGMA DESIGN AUTOMATION, INC., a California corporation, having its principal place of business at 5460 Bayfront Plaza, Santa Clara, CA 95052 (“Tenant”). Marvell and Tenant are each a “party” and, collectively, are the “parties” to this Amendment. All terms not defined herein shall have the meanings ascribed to such terms in the Lease.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 29th, 2009 • Magma Design Automation Inc • Services-prepackaged software • California
THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of May 21, 2009, by and between MAGMA DESIGN AUTOMATION, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
AMENDMENT NUMBER THREE TO CREDIT AGREEMENT AND CONSENTCredit Agreement and Consent • December 9th, 2010 • Magma Design Automation Inc • Services-prepackaged software
This Amendment Number Three to Credit Agreement and Consent (“Amendment”) is entered into as of September 15, 2010, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as the agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), on the one hand, and MAGMA DESIGN AUTOMATION, INC., a Delaware corporation (“Borrower”), on the other hand, with reference to the following facts:
FORM OF SUPPORT AGREEMENTSupport Agreement • December 1st, 2011 • Magma Design Automation Inc • Services-prepackaged software • Delaware
THIS SUPPORT AGREEMENT (“Support Agreement”) is entered into as of November 30, 2011, by and between SYNOPSYS, INC., a Delaware corporation (“Parent”), and [•] (“Stockholder”).
MAGMA DESIGN AUTOMATION SEPARATION AGREEMENT AND MUTUAL RELEASEMagma Design Automation • March 11th, 2010 • Magma Design Automation Inc • Services-prepackaged software • California
This Separation Agreement and Mutual Release (“Agreement”) is made as of the second (2) day of December 2009 by and between Magma Design Automation, Inc. (the “Company”) and Bruce Eastman (“Employee”). The Parties desire to enter into this Agreement for the purpose of reaching an amicable separation of their employment relationship and to promote harmonious relations in the future.
