1 EXHIBIT 10.11 LOAN AND SECURITY AGREEMENT VIRAGE LOGIC CORPORATION VIRAGE LOGIC INTERNATIONAL =========================================================== ===================== 2 TABLE OF CONTENTSLoan and Security Agreement • May 2nd, 2000 • Virage Logic Corp • California
OPTION NUMBER:__________ VIRAGE LOGIC CORPORATION 1997 EQUITY INCENTIVE PLAN OPTION AGREEMENT This Stock Option Agreement (this "AGREEMENT") is made and entered into between Virage Logic Corporation, a Delaware corporation (the "COMPANY"), and the...Stock Option Agreement • December 19th, 2001 • Virage Logic Corp • California
2 3 limited to, any leased equipment, any accounts receivable and any rights under existing purchase orders or other customer contracts. Buyer acknowledges that workstations used by employees of the Business are leased by MGC under nontransferable...Asset Purchase Agreement • May 2nd, 2000 • Virage Logic Corp • Oregon
AGREEMENT ANDAgreement and Plan of Reorganization • June 7th, 2002 • Virage Logic Corp • California
ARTICLE II. REPRESENTATIONS AND WARRANTIES OF THE COMPANYCommon Stock Purchase Agreement • July 6th, 2000 • Virage Logic Corp • Delaware
CHECK ONE): [ ] INCENTIVE STOCK OPTION [ ] NONQUALIFIED STOCK OPTIONStock Option Agreement • May 2nd, 2000 • Virage Logic Corp • California
OFFICE LEASEOffice Lease • May 2nd, 2000 • Virage Logic Corp • Washington
1 EXHIBIT 4.3 VIRAGE LOGIC CORPORATION AMENDMENT AND WAIVER TO RESTATED AND AMENDED INVESTORS' RIGHTS AGREEMENT This Amendment and Waiver to Restated and Amended Investors' Rights Agreement (this "Amendment") is made and entered into as of July 24,...Investors' Rights Agreement • July 28th, 2000 • Virage Logic Corp • California
MEMORANDUM OF UNDERSTANDING FOR CUSTOM TOUCH(TM) 1T-SRAM(TM) MEMORY COMPILER FOR TSMC 0.18um & 0.15um LOGIC PROCESSESMemorandum of Understanding • May 2nd, 2000 • Virage Logic Corp
EXHIBIT 10.22 MASTER LEASE AGREEMENT This Master Lease Agreement (the "Lease") is made the 12th day of February, 1999 between Leasing Technologies International, Inc., with its principal office at 221 Danbury Road, Wilton, CT 06897 (the "Lessor"), and...Master Lease Agreement • May 2nd, 2000 • Virage Logic Corp • Connecticut
BACKGROUNDLicensing Agreement • May 2nd, 2000 • Virage Logic Corp • California
1 EXHIBIT 1.1 UNDERWRITING AGREEMENT Lehman Brothers Inc. FleetBoston Robertson Stephens Inc. SG Cowen Securities Corporation c/o Lehman Brothers Inc. 555 California Street, 30th Floor San Francisco, CA 94104 Ladies and Gentlemen: INTRODUCTORY. Virage...Underwriting Agreement • July 21st, 2000 • Virage Logic Corp • New York
MONTHS ANNUAL RENT MONTHLY INSTALLMENT 1-12 $ 115,220 $ 9,601.67 13-24 $ 119,335 $ 9,944.58 25-36 $ 123,450 $10,287.50Lease Agreement • December 19th, 2001 • Virage Logic Corp • Washington
1 EXHIBIT 10.12 *CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AND THE NON-PUBLIC INFORMATION HAS BEEN FILED SEPARATELY WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. DISTRIBUTION AGREEMENT...Distribution Agreement • May 2nd, 2000 • Virage Logic Corp
BACKGROUNDIndemnification Agreement • May 2nd, 2000 • Virage Logic Corp • Delaware
EXHIBIT 10.35 [VIRAGE LOGIC LOGO] MASTER LICENSE AGREEMENT This Master License Agreement ("Agreement") is made and entered into 8 June 2001 ("Effective Date") by and between VIRAGE LOGIC CORPORATION ("Virage Logic"), a Delaware corporation, with...Master License Agreement • August 14th, 2002 • Virage Logic Corp • Delaware
1 EXHIBIT 10.13 *CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AND THE NON-PUBLIC INFORMATION HAS BEEN FILED SEPARATELY WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. DEVELOPMENT AND LICENSING...Development and Licensing Agreement • July 28th, 2000 • Virage Logic Corp • California
1 EXHIBIT 10.29 SECURED FULL RECOURSE PROMISSORY NOTE Fremont, CaliforniaSecured Full Recourse Promissory Note • December 26th, 2000 • Virage Logic Corp • California
ARTICLE 1 REFERENCESIndustrial Space Lease • May 2nd, 2000 • Virage Logic Corp • California
INDUSTRIAL SPACE LEASE (SINGLE TENANT NET)Industrial Space Lease • December 14th, 2007 • Virage Logic Corp • Semiconductors & related devices • California
THIS LEASE, dated October 12, 2006, for reference purposes only, is made by and between: the Neidig Family Trust U/D/T July 25, 1986 (“Landlord”), and Virage Logic, a California Corporation (“Tenant”), to be effective and binding upon the parties as of the date the last of the designated signatories to this Lease shall have executed this Lease (the “Effective Date of this Lease”).
HQOffice Service Agreement • May 2nd, 2000 • Virage Logic Corp
FORM OF VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • June 10th, 2010 • Virage Logic Corp • Semiconductors & related devices • Delaware
This VOTING AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”) is entered into as of June 9, 2010, by and between Synopsys, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of Virage Logic Corporation, a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
RENT AGREEMENTRent Agreement • December 19th, 2001 • Virage Logic Corp
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 7th, 2009 • Virage Logic Corp • Semiconductors & related devices • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 1, 2009 between SILICON VALLEY BANK, a California banking corporation (“Bank”), and VIRAGE LOGIC CORPORATION, a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • August 9th, 2010 • Virage Logic Corp • Semiconductors & related devices • California
This Amended and Restated Change in Control Severance Agreement (this “Agreement”) is entered into as of June 6, 2010 (the “Effective Date”), by and between Brian Sereda (“Executive”) and Virage Logic Corporation, a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG SYNOPSYS, INC., VORTEX ACQUISITION CORP. AND VIRAGE LOGIC CORPORATION June 9, 2010Merger Agreement • June 10th, 2010 • Virage Logic Corp • Semiconductors & related devices • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 9, 2010 (the “Agreement Date”), by and among Synopsys, Inc., a Delaware corporation (“Parent”), Vortex Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Sub”), and Virage Logic Corporation, a Delaware corporation (the “Company”).
RECITALSStock Pledge Agreement • May 2nd, 2000 • Virage Logic Corp • California
EXHIBIT 10.32 CONSENT TO SUBLEASE This CONSENT TO SUBLEASE (Consent) is made to be effective on 8/11/02 (the "Effective Date") by and between CIENA Corporation, a Delaware corporation, as successor to Cyras Systems, Inc. (as "Tenant" and/or...Consent to Sublease • December 16th, 2002 • Virage Logic Corp • Semiconductors & related devices
1 EXHIBIT 10.30 STOCK PLEDGE AGREEMENT This Stock Pledge Agreement (the "PLEDGE AGREEMENT") is made and entered into as of July 7, 2000 between Virage Logic Corporation, a California corporation (the "COMPANY"), and Yervant Zorian (the "PLEDGOR")....Stock Pledge Agreement • December 26th, 2000 • Virage Logic Corp • California
MASTER LICENSE AGREEMENTMaster License Agreement • November 9th, 2009 • Virage Logic Corp • Semiconductors & related devices • California
This Master License Agreement (“Agreement”) is made and entered into (“Effective Date”) by and between Virage Logic Corporation (“Virage Logic”), a Delaware corporation, with offices at 47100 Bayside Parkway, Fremont, California 94538 USA, and NXP B.V. (“Licensee”), a Dutch besloten venootshap, with offices at High Tech Campus 60, 5656 AG Eindhoven, The Netherlands.
RECITALSInvestors' Rights Agreement • May 2nd, 2000 • Virage Logic Corp • California
AGREEMENT AND RELEASEAgreement and Release • January 9th, 2007 • Virage Logic Corp • Semiconductors & related devices • California
Yerevan, October 02, 2002 Nikolay Khachaturov, a citizen of RA (residing at 12 Khachatryan st., ap.42, passport#AA0316890), hereinafter referred to as "Seller" on the one hand, and Virage Logic Corporation, hereinafter referred to as "Buyer", in the...Real Estate Purchase-Sale Agreement • December 16th, 2002 • Virage Logic Corp • Semiconductors & related devices
FORM OF RESTRICTED STOCK UNIT AGREEMENT FOR U.K. EMPLOYEESRestricted Stock Unit Agreement • May 29th, 2008 • Virage Logic Corp • Semiconductors & related devices • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made as of this ___ day of ___, 2008, by and between Virage Logic Corporation, a Delaware corporation (the “Company”), and ___________________ (“Participant”). Capitalized terms used, but not otherwise defined, in this Agreement shall have the meanings assigned to those terms in the 2002 Equity Incentive Plan of Virage Logic Corporation, as amended (the “Plan”).
1 EXHIBIT 10.14 *CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AND THE NON-PUBLIC INFORMATION HAS BEEN FILED SEPARATELY WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. JOINT MARKETING AND...Joint Marketing and Technical Support Agreement • May 2nd, 2000 • Virage Logic Corp • California
