Agreement for Purchase and Sale of Custom Semiconductor Products [*] AGREEMENT NUMBER: TM-MFG-121297 This Agreement is entered into by and between International Business Machines Corporation ("IBM"), incorporated under the laws of the State of New...Purchase and Sale Agreement • October 13th, 2000 • Transmeta Corp • Semiconductors & related devices • New York
EXHIBIT 1.02 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of November 11, 2004, by and among Transmeta Corporation, a Delaware corporation, with headquarters located at 3990 Freedom Circle, Santa Clara, CA...Securities Purchase Agreement • November 12th, 2004 • Transmeta Corp • Semiconductors & related devices • New York
SUBLEASESublease • August 17th, 2000 • Transmeta Corp
EXHIBIT 4.02 FIFTH RESTATED INVESTORS' RIGHTS AGREEMENT This Fifth Restated Investors' Rights Agreement (this "Agreement") is made and entered into as of March 31, 2000 by and among Transmeta Corporation, a California corporation (the "Company"); the...Investors' Rights Agreement • August 17th, 2000 • Transmeta Corp • California
BETWEENRights Agreement • January 16th, 2002 • Transmeta Corp • Semiconductors & related devices • Delaware
WSGR DRAFT 10/8/00 _______________ Shares TRANSMETA CORPORATION COMMON STOCK $0.00001 PAR VALUE UNDERWRITING AGREEMENT Morgan Stanley & Co. Incorporated Deutsche Bank Securities Inc. Salomon Smith Barney Inc. Banc of America Securities LLC SG Cowen...Underwriting Agreement • October 13th, 2000 • Transmeta Corp • Semiconductors & related devices • New York
1 EXHIBIT 10.17 TRANSMETA CORPORATION 2000 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT This Stock Option Agreement (this "AGREEMENT") is made and entered into as of the Date of Grant set forth below (the "DATE OF GRANT") by and between Transmeta...Stock Option Agreement • October 2nd, 2000 • Transmeta Corp • Semiconductors & related devices • California
FORM OF SUBORDINATED INDENTURE BetweenSubordinated Indenture • July 17th, 2003 • Transmeta Corp • Semiconductors & related devices • New York
FORM OF SENIOR INDENTURE BetweenSenior Indenture • July 17th, 2003 • Transmeta Corp • Semiconductors & related devices • New York
NO. ___ TRANSMETA CORPORATION 2000 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT (For Non-Employee Directors) This Stock Option Agreement (this "AGREEMENT") is made and entered into as of the Date of Grant set forth below (the "DATE OF GRANT") by and...Stock Option Agreement • October 2nd, 2000 • Transmeta Corp • Semiconductors & related devices • California
WITNESSETH:Lease Agreement • August 17th, 2000 • Transmeta Corp
1 EXHIBIT 10.18 TRANSMETA CORPORATION NON-PLAN STOCK OPTION AGREEMENT This Non- Plan Stock Option Agreement ("AGREEMENT") is made and entered into as of the date of grant set forth below (the "DATE OF GRANT") by and between Transmeta Corporation, a...Non-Plan Stock Option Agreement • March 7th, 2001 • Transmeta Corp • Semiconductors & related devices • California
WITNESSETH:Lease Agreement • August 17th, 2000 • Transmeta Corp
TRANSMETA CORPORATION 2,000,000 Units PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 21st, 2007 • Transmeta Corp • Semiconductors & related devices • New York
WITNESSETH:Lease Agreement • August 17th, 2000 • Transmeta Corp
RECITALSIndemnity Agreement • October 2nd, 2000 • Transmeta Corp • Semiconductors & related devices • California
EXHIBIT 10.21 CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (together with its attachments, the "Agreement") is made and entered into as of December 14, 2001 by and between Transmeta Corporation, a Delaware...Separation Agreement • March 27th, 2002 • Transmeta Corp • Semiconductors & related devices • California
Attachment FAgreement for Purchase and Sale of Custom Semiconductor Products • November 2nd, 2000 • Transmeta Corp • Semiconductors & related devices • New York
EXHIBIT 1.2 TRANSMETA CORPORATION DEBT SECURITIES UNDERWRITING AGREEMENT STANDARD PROVISIONS TRANSMETA CORPORATION DEBT SECURITIES UNDERWRITING AGREEMENT STANDARD PROVISIONS From time to time, Transmeta Corporation, a Delaware corporation...Underwriting Agreement • July 17th, 2003 • Transmeta Corp • Semiconductors & related devices • New York
COMMON STOCKUnderwriting Agreement • December 18th, 2003 • Transmeta Corp • Semiconductors & related devices • New York
TRANSMETA CORPORATION STANDARD STOCK WARRANT AGREEMENT PROVISIONSWarrant Agreement • July 11th, 2007 • Transmeta Corp • Semiconductors & related devices • California
From time to time, Transmeta Corporation, a Delaware corporation (the “Company”), may enter into one or more warrant agreements that provide for the issuance and sale of warrants (“Warrants”) to purchase shares of the Company’s [Common Stock, $0.00001 par value][Preferred Stock, $0.00001 par value] (collectively “Shares”). The standard provisions set forth herein may be included or incorporated by reference in any such warrant agreement (a “Warrant Agreement”). The Warrant Agreement, including the provisions incorporated therein by reference, is herein referred to as this “Agreement.” The person named as the “Warrant Agent” in the first paragraph of the Warrant Agreement is herein referred to as the “Warrant Agent.” Unless otherwise defined in this Agreement or in the Warrant Agreement, as the case may be, terms defined in the Warrant Agreement are used herein as therein defined and terms defined herein are used in the Warrant Agreement as herein defined.
INCENTIVE RETENTION AGREEMENTIncentive Retention Agreement • January 4th, 2008 • Transmeta Corp • Semiconductors & related devices • California
Transmeta Corporation, a Delaware corporation (the “Company”), and John O’Hara Horsley (“Employee”) have entered into this Incentive Retention Agreement (this “Agreement”), dated as of February 27, 2007 (the “Effective Date”), on the basis of the following facts:
AGREEMENT AND PLAN OF MERGER among: Novafora, Inc., a Delaware corporation; Transformer Acquisition LLC, a Delaware limited liability company; and Transmeta Corporation, a Delaware corporation Dated as of November 17, 2008Merger Agreement • November 20th, 2008 • Transmeta Corp • Semiconductors & related devices • Delaware
This Agreement and Plan of Merger (“Agreement”) is made and entered into as of November 17, 2008, by and among: Novafora, Inc., a Delaware corporation (“Parent”); Transformer Acquisition LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”); and Transmeta Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
WITNESSETH:Lease Agreement • August 17th, 2000 • Transmeta Corp
TRANSMETA CORPORATION EQUITY SECURITIES UNDERWRITING AGREEMENT STANDARD PROVISIONSUnderwriting Agreement • July 11th, 2007 • Transmeta Corp • Semiconductors & related devices • New York
From time to time, Transmeta Corporation, a Delaware corporation (“Transmeta”), may enter into one or more underwriting agreements that provide for the sale of certain equity securities (the “Securities”), to the purchaser or purchasers named therein (the “Underwriters”). The standard provisions set forth herein may be incorporated by reference in any such underwriting agreement (the “Underwriting Agreement”). The Underwriting Agreement, including the provisions incorporated therein by reference, is herein referred to as “this Agreement.” Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Capitalized terms not otherwise defined in this Agreement shall have the meaning ascribed thereto in the Indenture (as hereinafter defined).
RECITALSStock Repurchase Agreement • March 27th, 2002 • Transmeta Corp • Semiconductors & related devices • California
SUBLEASESublease • August 17th, 2000 • Transmeta Corp
TECHNOLOGY TRANSFER SERVICES AND TECHNOLOGY LICENSE AGREEMENTTechnology Transfer Services and Technology License Agreement • March 29th, 2005 • Transmeta Corp • Semiconductors & related devices • California
This Technology Transfer Services and Technology License Agreement (“Agreement”) is made and entered into as of March 25, 2004 (“Effective Date”), by and between Transmeta Corporation, a Delaware corporation having its principal place of business at 3990 Freedom Circle, Santa Clara, CA 95054, U.S.A. (“Transmeta”) and NEC Electronics Corporation, a Japanese corporation having its principal place of business at 1753, Shimonumabe, Nakahara-ku, Kawasaki, Kanagawa 211-8668, Japan (“NECEL”).
CONFIDENTIAL TREATMENT REQUESTED Technology License AgreementTechnology License Agreement • November 17th, 2008 • Transmeta Corp • Semiconductors & related devices • Delaware
This Technology License Agreement (“Agreement”) is made and entered into as of September 22, 2008 (“Effective Date”), by and between Transmeta Corporation, a Delaware corporation having an office at 2540 Mission College Blvd., Santa Clara, CA 95054 (“Transmeta”), and Intel Corporation (“Intel”), a Delaware corporation having an office at 2200 Mission College Blvd., Santa Clara, CA 95052 (each of Transmeta and Intel being a “Party” and together the “Parties”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • May 15th, 2007 • Transmeta Corp • Semiconductors & related devices • California
This Separation Agreement and Release (together with its attachments, the “Agreement”) is made and entered into as of February 1, 2007 by and between Transmeta Corporation, a Delaware corporation (together with its subsidiaries, successors and assigns, the “Company”), and Arthur L. Swift (the “Executive”).
Agreement for Purchase and Sale of Custom Semiconductor Products [*] AGREEMENT NUMBER: TM-MFG-121297 This Agreement is entered into by and between International Business Machines Corporation ("IBM"), incorporated under the laws of the State of New...Purchase and Sale Agreement • August 17th, 2000 • Transmeta Corp • New York
EXHIBIT 10.16 FULL RECOURSE, UNSECURED PROMISSORY NOTE Santa Clara, CaliforniaPromissory Note • March 27th, 2002 • Transmeta Corp • Semiconductors & related devices • California
Settlement, Release and License Agreement Between Transmeta Corporation And Intel CorporationSettlement, Release and License Agreement • March 17th, 2008 • Transmeta Corp • Semiconductors & related devices • Delaware
This Settlement, Release and License Agreement (“Agreement”) is entered into as of December 31, 2007 (“Effective Date”) by and between Transmeta Corporation, a Delaware corporation having an office at 2540 Mission College Blvd., Santa Clara, CA 95054, (“Transmeta”) and Intel Corporation, a Delaware corporation having an office at 2200 Mission College Blvd., Santa Clara, California 95052, U.S.A. (“Intel”) (each of Transmeta and Intel being a “Party” and together the “Parties”).
LongRun And LongRun2 Technology License AgreementTechnology License Agreement • March 17th, 2008 • Transmeta Corp • Semiconductors & related devices • Delaware
This LongRun and LongRun2 Technology License Agreement (“Agreement”) is made and entered into as of December 31, 2007 (“Effective Date”), by and between Transmeta Corporation, a Delaware corporation having an office at 2540 Mission College Blvd., Santa Clara, CA 95054 (“Transmeta”), and Intel Corporation (“Intel”), a Delaware corporation having an office at 2200 Mission College Blvd., Santa Clara, CA 95052 (each of Transmeta and Intel being a “Party” and together the “Parties”).
VOTING AGREEMENTVoting Agreement • November 20th, 2008 • Transmeta Corp • Semiconductors & related devices • Delaware
This VOTING AGREEMENT (this “Agreement”) is entered into effective as of November ___, 2008, by and between Novafora, Inc., a Delaware corporation (“Acquiror”), and the undersigned stockholder (“Stockholder”) of Transmeta Corporation, a Delaware corporation (the “Company”). Terms not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
