PDF Solutions Inc Sample Contracts

EXHIBIT 1.1 4,500,000 SHARES PDF SOLUTIONS, INC. COMMON STOCK PAR VALUE $0.00015 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • July 9th, 2001 • PDF Solutions Inc • Services-computer programming services • New York
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by and among:
Agreement and Plan of Reorganization • September 25th, 2003 • PDF Solutions Inc • Services-computer programming services • California
EXHIBIT 4.2 IDS SOFTWARE SYSTEMS, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • October 17th, 2003 • PDF Solutions Inc • Services-computer programming services • California
OFFICE LEASE
Office Lease • May 14th, 2003 • PDF Solutions Inc • Services-computer programming services • California
RECITALS
Indemnification Agreement • August 7th, 2000 • PDF Solutions Inc • Delaware
INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 16th, 2009 • PDF Solutions Inc • Services-computer programming services • Delaware

This Indemnification Agreement (this “Agreement”) is made as of , by and between PDF Solutions, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

RECITALS
Rights Agreement • July 9th, 2001 • PDF Solutions Inc • Services-computer programming services • California
AGREEMENT NO. INDEX
Software Oem License Agreement • July 9th, 2001 • PDF Solutions Inc • Services-computer programming services • California
INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 9th, 2005 • PDF Solutions Inc • Services-computer programming services • Delaware

This Indemnification Agreement (the “Agreement”) is made as of ___, by and between PDF Solutions, Inc., a Delaware corporation (the “Company”), and ___ (the “Indemnitee”).

SECURITIES PURCHASE AGREEMENT by and between PDF SOLUTIONS, INC. and ADVANTEST AMERICA, INC. July 29, 2020
Securities Purchase Agreement • November 6th, 2020 • PDF Solutions Inc • Services-prepackaged software • Delaware

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of July 29, 2020, by and between PDF Solutions, Inc., a Delaware corporation (the “Company”), and Advantest America, Inc., a Delaware corporation (the “Purchaser”).

RECITALS
Integration Technology Agreement • August 7th, 2000 • PDF Solutions Inc • California
and
Office Lease • May 14th, 2003 • PDF Solutions Inc • Services-computer programming services
PDF SOLUTIONS, INC.
Stock Option Agreement • June 10th, 2008 • PDF Solutions Inc • Services-computer programming services

PDF Solutions, Inc. (the “Company”), hereby grants an Option to purchase shares of its common stock (the “Shares”) to the French resident Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, in the attachment and in the Company’s 2001 Stock Plan (the “Plan”), as amended by the Sub-Plan to the PDF Solutions, Inc. 2001 Stock Plan France (the “Sub-Plan”).

Contract
Stock Option Agreement • March 15th, 2012 • PDF Solutions Inc • Services-computer programming services • California
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Contract
Stock Appreciation Right Agreement • November 9th, 2012 • PDF Solutions Inc • Services-computer programming services • California
AMENDED AND RESTATED MASTER DEVELOPMENT AGREEMENT
Master Development Agreement • November 6th, 2020 • PDF Solutions Inc • Services-prepackaged software • California

THIS AMENDED AND RESTATED MASTER DEVELOPMENT AGREEMENT (this “Agreement”), effective as of July 06, 2020 (the “Effective Date”), is entered into by and between PDF Solutions, Inc., a Delaware corporation, with a principal place of business at 2858 De La Cruz Boulevard, Santa Clara, CA 95050 (“PDF”), and Advantest America, Inc., a Delaware corporation, with a principal place of business at 3061 Zanker Road, San Jose, CA 95134 (“Advantest”) (PDF and Advantest each, a “Party,” collectively, the “Parties”), and amends and restates, effective ab initio as of the Effective Date, in its entirety that certain Development Agreement, dated as of July 06, 2020, entered into by and between PDF and Advantest (the “Original Development Agreement”).

ACCELERATION AGREEMENT
Acceleration Agreement • November 23rd, 2005 • PDF Solutions Inc • Services-computer programming services • California

This Acceleration Agreement (the “Agreement”) is entered into as of November 17, 2005 (the “Effective Date”), by and between ______(the “Optionee”) and PDF Solutions, Inc., a Delaware corporation (the “Company”).

PDF SOLUTIONS, INC.
Nonstatutory Stock Option Agreement • August 9th, 2011 • PDF Solutions Inc • Services-computer programming services

PDF Solutions, Inc. (the “Company”), hereby grants an Option to purchase shares of its common stock (the “Shares”) to the Optionee to whom this Agreement is delivered. The terms and conditions of the Option are set forth in the online Grant Summary, in this Agreement and in the Company’s 2001 Stock Plan (the “Plan”).

PDF Solutions, Inc.
Offer Letter Amendment • March 16th, 2009 • PDF Solutions Inc • Services-computer programming services

You and PDF Solutions, Inc. (“PDF” or the “Company”), signed an offer letter, dated October 10, 2005 (the “Offer Letter”). This letter agreement amends the Offer Letter in order for the cash severance payments under the Offer Letter to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise amended in this letter agreement, the Offer Letter remains in full force and effect.

SVTC - PDF SOLUTIONS LEASE
Lease Agreement • March 23rd, 2011 • PDF Solutions Inc • Services-computer programming services

THIS LEASE ("Lease") is entered into between SVTC Technologies, LLC, a Delaware limited liability company, with principal offices at 3901 North First Street, San Jose, CA 95134, USA, ("Landlord" or “SVTC”), and PDF Solutions, Inc., a Delaware corporation, with principal offices at 333 W. San Carlos St., Ste. 700, San Jose, CA 95110, USA, ("Tenant"), with an effective date of September 1, 2009 (the “Effective Date”). Landlord and Tenant may individually be referred to herein as a “Party”, and collectively as the “Parties”.

RIVERPARK TOWER OFFICE LEASE LEGACY PARTNERS I RIVERPARK I, LLC, a Delaware limited liability company as Landlord, and PDF SOLUTIONS, INC., a Delaware corporation as Tenant
Office Lease • March 17th, 2008 • PDF Solutions Inc • Services-computer programming services

This Summary of Basic Lease Information (“Summary”) is hereby incorporated into and made a part of the attached Office Lease. Each reference in the Office Lease to any term of this Summary shall have the meaning as set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Office Lease, the terms of the Office Lease shall prevail. Any capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Office Lease.

PDF SOLUTIONS, INC.
Stock Option Agreement • August 9th, 2011 • PDF Solutions Inc • Services-computer programming services

The Plan and Other Agreements PDF Solutions, Inc., a Delaware corporation (the "Company"), hereby grants an Option as set forth in this Option Agreement (the "Agreement") to you (the person to whom this Agreement is delivered). The Company's 2001 Stock Plan (the "Plan") and the Sub-Plan to the PDF Solutions, Inc. 2001 Stock Plan France (the "Sub-Plan") are incorporated in, and made part of, this Agreement. Certain capitalized terms used in this Agreement are defined in the Plan, as amended by the Sub-Plan. This Agreement and the Plan (as amended by the Sub-Plan) constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded. Preferential Tax Treatment This Option is intended to qualify for preferential treatment under French tax and social security laws. Number of Shares, Grant Date, Exercise Price The number of Shares subject to this Option, the Grant Date and the Exercise P

STOCKHOLDER AGREEMENT by and between PDF SOLUTIONS, INC. and ADVANTEST AMERICA, INC. Dated as of July 30, 2020
Stockholder Agreement • November 6th, 2020 • PDF Solutions Inc • Services-prepackaged software • Delaware

This STOCKHOLDER AGREEMENT (this “Agreement”) is dated as of July 30, 2020, by and between PDF Solutions, Inc., a Delaware corporation (the “Company”), and Advantest America, Inc., a Delaware corporation (the “Stockholder”). Capitalized terms used herein without definition shall have the meanings set forth in the Securities Purchase Agreement (as defined below).

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • November 17th, 2009 • PDF Solutions Inc • Services-computer programming services • Delaware

This Restricted Stock Agreement (the “Agreement”) is made and entered into as of December 15, 2009 by and between you and PDF Solutions, Inc., a Delaware corporation (the “Company”), pursuant to the PDF Solutions, Inc. 2001 Stock Plan (the “Plan”). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the Plan, which is attached to, and made a part of, this Agreement. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of this Agreement, the Plan terms and provisions shall prevail.

MASTER COMMERCIAL TERMS AND SUPPORT SERVICES AGREEMENT
Master Commercial Terms and Support Services Agreement • November 6th, 2020 • PDF Solutions Inc • Services-prepackaged software • California

This Master Commercial Terms and Support Services Agreement (this “Agreement”), is effective as of July 29, 2020 (the “Effective Date”), by and between Advantest America, Inc., a Delaware corporation, with a principal place of business at 3061 Zanker Road, San Jose, CA 95134 (“Advantest”) and PDF Solutions, Inc., a Delaware corporation, with a principal place of business at 2858 De La Cruz Boulevard, Santa Clara, CA 95050 (“PDF”). PDF and Advantest are referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS:
Software Site License Agreement • July 9th, 2001 • PDF Solutions Inc • Services-computer programming services • California
PDF SOLUTIONS, INC. RESTRICTED STOCK AGREEMENT (FRANCE QUALIFIED)
Restricted Stock Agreement • August 9th, 2011 • PDF Solutions Inc • Services-computer programming services • Delaware

PDF Solutions, Inc., a Delaware corporation (the “Company”), hereby grants a Stock Purchase Right as set forth in this Restricted Stock Agreement (the “Agreement”) to you (the person to whom this Agreement is delivered). The Company’s 2001 Stock Plan (the “Plan”) and the Sub-Plan to the PDF Solutions, Inc. 2001 Stock Plan Qualified Restricted Stock (France) (the “Restricted Stock Sub-Plan”) are incorporated in, and made part of, this Agreement. To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the Plan and/or the Restricted Stock Sub-Plan. In the event of a conflict between the terms and provisions of the Plan or the Restricted Stock Sub-Plan and the terms and provisions of this Agreement, the Plan and Restricted Stock Sub-Plan terms and provisions shall prevail.

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