InvenSense, Inc. Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • March 2nd, 2012 • InvenSense Inc • Semiconductors & related devices • New York
InvenSense, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares, and, at the election of the Underwriters, up to [ ] additional shares of Common Stock, par value $0.001 per share (the “Stock”), of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [ ] shares of Stock, and, at the election of the Underwriters, up to [ ] additional shares of Stock. The aggregate of [ ] shares of Stock to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares,” and the aggregate of up to [ ] additional shares of Stock to be sold by the Company and the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares tha
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 25th, 2011 • InvenSense Inc • Semiconductors & related devices • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of , 2011 (the “Effective Date”) by and between InvenSense, Inc., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 28th, 2010 • InvenSense Inc • California
This Indemnification Agreement (this “Agreement”) is entered into as of the 28th day of March, 2008 by InvenSense, Inc. a Delaware corporation (the “Company”), for the benefit of Sierra Ventures IX, L.P., and its affiliates (each an “Indemnitee” and collectively, the “Indemnitees”).
December 20, 2016Retention Bonus Agreement • February 2nd, 2017 • InvenSense Inc • Semiconductors & related devices • California
InvenSense, Inc. (the “Company”) has approved the payment of a bonus (a “Retention Bonus”) to you. This letter agreement sets forth the terms and conditions of your Retention Bonus, including the requirements that you must meet in order to receive your Retention Bonus.
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • June 28th, 2010 • InvenSense Inc • California
This First Amendment To Lease is dated for reference purposes only June 26, 2009, and is entered into by and between AMB Property, L.P., a Delaware limited partnership (“Landlord”) and InvenSense, Inc., a California corporation (“Tenant”), who enter into this Agreement with reference to the following facts and objectives:
MASTER ASSET PURCHASE AND SALE AGREEMENT BY AND AMONG ANALOG DEVICES, INC., INVENSENSE, INC. AND INVENSENSE INTERNATIONAL, INC. October 14, 2013Master Asset Purchase and Sale Agreement • October 18th, 2013 • InvenSense Inc • Semiconductors & related devices • Massachusetts
This MASTER ASSET PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of October 14, 2013 by and among Analog Devices, Inc., a Massachusetts corporation (“ADI”), InvenSense, Inc., a Delaware corporation (“US Buyer”), and InvenSense International, Inc., a Cayman Islands corporation (“Foreign Buyer” and, collectively with US Buyer, “Buyer”). ADI and Buyer are sometimes referred to herein individually as a “Party” and together as the “Parties.”
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • June 28th, 2010 • InvenSense Inc • California
Mahesh Karanth (“you”) and InvenSense Corporation (the “Company”) (collectively, “the parties”) have agreed to enter into this Separation Agreement and General Release (“Agreement”) on the following terms:
GENERAL RELEASEGeneral Release • May 24th, 2011 • InvenSense Inc • Semiconductors & related devices • California
Mark Voll (“you”) and InvenSense, Inc. (the “Company”) (collectively, “the parties”) have agreed to enter into this General Release (“Agreement”) on the following terms:
SEPARATION AGREEMENT AND RELEASESeparation Agreement • September 4th, 2014 • InvenSense Inc • Semiconductors & related devices • California
This Separation Agreement and Release (the “Agreement”) is made by and between Alan Krock, an individual (the “Employee”) and InvenSense Inc. (the “Company”)(individually each a “Party” and collectively the “Parties”) effective at the end of the seventh calendar day after the date a signed copy of this Agreement is delivered to the Company by the Employee (“Effective Date”). The Employee must sign and return this Agreement within twenty-one (21) days of receipt of this Agreement to be eligible for the severance benefits described below; provided, however, that this Agreement may not be signed prior to September 1, 2014.
December 20, 2016Retention Bonus Agreement • February 2nd, 2017 • InvenSense Inc • Semiconductors & related devices • California
InvenSense, Inc. (the “Company”) has approved the payment of a bonus (a “Retention Bonus”) to you. This letter agreement sets forth the terms and conditions of your Retention Bonus, including the requirements that you must meet in order to receive your Retention Bonus. This letter agreement also describes certain other compensation arrangements.
GOLDMAN, SACHS & CO. | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 |TEL: (212) 902-1000Call Option Transaction • November 13th, 2013 • InvenSense Inc • Semiconductors & related devices • New York
This Confirmation is subject to, and incorporates, the definitions and provisions of the 2006 ISDA Definitions (the “2006 Definitions”) and the definitions and provisions of the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and together with the 2006 Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). In the event of any inconsistency between the 2006 Definitions and the Equity Definitions, the Equity Definitions will govern. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein have the meanings set forth in the Indenture to be dated November 13, 2013 between Counterparty and Wells Fargo Bank, National Association, as trustee (the “Indenture”) relating to the 1.75% Convertible Senior Notes due 2018 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal
SHARE PURCHASE AGREEMENT FOR ALL OF THE OUTSTANDING SHARES OF MOVEA SA BY AND AMONG INVENSENSE INTERNATIONAL, INC., MOVEA SA, THE MANAGEMENT OF MOVEA SA, EXECUTING SELLING SHAREHOLDERS, AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE HOLDER...Share Purchase Agreement • July 28th, 2014 • InvenSense Inc • Semiconductors & related devices
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of July 7, 2014, is entered into by and among InvenSense International, Inc., a Cayman Islands corporation (“Purchaser”), the management of the Company named on the signature pages hereof (the “Management”), acting severally and not jointly (conjointement et sans solidarité entre eux), Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Holder Representative, the Persons named as the Executing Selling Shareholders of Movea SA (the “Company”) on the signature pages hereof (the “Executing Selling Shareholders”) acting severally and not jointly (conjointement et sans solidarité entre eux) and the Company.
INVENSENSE, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENTExecutive Change in Control and Severance Agreement • May 21st, 2014 • InvenSense Inc • Semiconductors & related devices • California
This Executive Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between [NAME] (“Executive”) and InvenSense, Inc. (the “Company”), effective as of [DATE], 20[*] (the “Effective Date”).
JOINT FILING AGREEMENTJoint Filing Agreement • April 8th, 2013 • InvenSense Inc • Semiconductors & related devices
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of InvenSense, Inc.
SEPARATION AGREEMENTSeparation Agreement • May 3rd, 2017 • InvenSense Inc • Semiconductors & related devices • California
This Separation Agreement is made and entered into by and between Mozafar Maghsoudnia (the “Executive”) and InvenSense, Inc. (the “Company”).
ContractWarrant Agreement • June 28th, 2010 • InvenSense Inc • Delaware
THIS WARRANT AND THE SHARES PURCHASABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
INVENSENSE, INC. EMPLOYMENT AGREEMENTEmployment Agreement • July 25th, 2011 • InvenSense Inc • Semiconductors & related devices • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is hereby entered into effective as of May 31, 2011 (the “Effective Date”), by and between INVENSENSE, INC., a Delaware corporation (the “Company”), and Alan Krock (“Employee”) (collectively the “Parties”).
Industrial Lease Moffett Park I & II Sunnyvale, California AMB PROPERTY, L.P., a Delaware limited partnership, as Landlord, and InvenSense, Inc., a Delaware corporation, as TenantIndustrial Lease • June 28th, 2010 • InvenSense Inc
OFFICE LEASEOffice Lease • August 9th, 2013 • InvenSense Inc • Semiconductors & related devices • California
This Office Lease (this “Lease”), dated as of the date set forth in Section 1.1, is made by and between CA-THE CONCOURSE LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and INVENSENSE, INC., a Delaware corporation (“Tenant”). The following exhibits are incorporated herein and made a part hereof: Exhibits A-1, A-2, A-3, A-4 and A-5 (Outlines of Suites 150, 200, 300, 400 and 500); Exhibit B (Work Letter); Exhibit C (Form of Confirmation Letter); Exhibit D (Rules and Regulations); Exhibit E (Judicial Reference); Exhibit F (Additional Provisions); Exhibit F-1 (Tenant’s Monument Signage); Exhibit F-2 (Tenant’s Building Signage); Exhibit G (Certain Common Areas); Exhibit H (Hazardous Materials Disclosure Certificate); and Exhibit I (Reserved Parking Spaces).
INVENSENSE, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Dated as of March 28, 2008Investors’ Rights Agreement • June 28th, 2010 • InvenSense Inc • California
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of March 28, 2008 by and among InvenSense, Inc., a Delaware corporation (the “Company”) and the investors listed on Schedule A hereto (each an “Investor” and collectively the “Investors”) and Steven Nasiri (the “Founder”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 28th, 2010 • InvenSense Inc • California
INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of April 14, 2004 by and among InvenSense, Inc., a California corporation (the “Company”) and the indemnitees listed on the signature pages hereto (individually, as “Indemnitee” and, collectively, the “Indemnitees”).
INVENSENSE, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENTExecutive Change in Control and Severance Agreement • October 25th, 2012 • InvenSense Inc • Semiconductors & related devices • California
This Executive Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between Behrooz Abdi (“Executive”) and InvenSense, Inc. (the “Company”), effective as of October 23, 2012 (the “Effective Date”).
VOTING AGREEMENTVoting Agreement • December 21st, 2016 • InvenSense Inc • Semiconductors & related devices • Delaware
VOTING AGREEMENT (this “Voting Agreement”), dated as of December [●], 2016, by and among TDK Corporation, a company organized under the laws of Japan (“Parent”), and [ ] (“Stockholder”).
SECOND AMENDMENT TO LEASELease Agreement • February 24th, 2012 • InvenSense Inc • Semiconductors & related devices
THIS SECOND AMENDMENT TO LEASE AGREEMENT (the “Second Amendment”) is entered into as of the 17th day of February, 2012, by and between Prologis L.P., a Delaware limited partnership formerly known as AMB Property, L.P. (“Landlord”) and InvenSense, Inc., a Delaware corporation (“Tenant”).
AGREEMENT AND PLAN OF MERGER dated as of December 21, 2016 among INVENSENSE, INC., TDK CORPORATION and TDK SENSOR SOLUTIONS CORPORATIONMerger Agreement • December 21st, 2016 • InvenSense Inc • Semiconductors & related devices • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of December 21, 2016 among InvenSense, Inc., a Delaware corporation (the “Company”), TDK Corporation, a company organized under the laws of Japan (“Parent”), and TDK Sensor Solutions Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”).
INVENSENSE, INC. 2011 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 2nd, 2017 • InvenSense Inc • Semiconductors & related devices
InvenSense, Inc.Purchase Agreement • November 13th, 2013 • InvenSense Inc • Semiconductors & related devices • New York
InvenSense, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the purchaser named in Schedule I hereto (the “Purchaser”), an aggregate of $150,000,000 principal amount of its 1.75% Convertible Senior Notes due 2018 (the “Firm Securities”), convertible into cash, and at the election of the Company, shares (“Underlying Shares”) of common stock of the Company, par value $0.001 per share (“Stock”), and at the election of the Purchaser, up to an aggregate of $25,000,000 additional principal amount of 1.75% Convertible Senior Notes due 2018 (the “Optional Securities”). The Firm Securities and the Optional Securities are herein collectively called the “Securities”.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 28th, 2010 • InvenSense Inc • California
This Executive Employment Agreement, dated April 14, 2004, is between Invensense, Inc., a California corporation (the “Company”) and Steven Nasiri, the founder of the Company (“Executive”).
WAIVER AND ACKNOWLEDGMENT UNDER SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 27th, 2012 • InvenSense Inc • Semiconductors & related devices • California
This Waiver and Acknowledgment (this “Waiver”), dated as of February 27, 2012, is made to the Second Amended and Restated Investor Rights Agreement, dated as of March 28, 2008, by and among InvenSense, Inc., a Delaware corporation (the “Company”), the investors listed on Schedule A thereto (each an “Investor” and collectively the “Investors”) and Steven Nasiri (the “Founder”), as amended on July 17, 2011 (the “Agreement”). The undersigned, constituting more than two-thirds of the Registrable Securities (as defined in the Agreement) outstanding as of the date hereof, hereby agree as follows:
TRANSITION AND RELEASE AGREEMENTTransition and Release Agreement • October 25th, 2012 • InvenSense Inc • Semiconductors & related devices • California
This Transition and Release Agreement (the “Agreement”) is entered into as of October 23, 2012, by and among InvenSense, Inc. (the “Company”) and Steven Nasiri (“Executive”) (collectively, the “Parties”).
INVENSENSE, INC. EMPLOYMENT AGREEMENTEmployment Agreement • October 25th, 2012 • InvenSense Inc • Semiconductors & related devices • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is hereby entered into effective as of October 23, 2012 (the “Effective Date”), by and between INVENSENSE, INC., a Delaware corporation (the “Company”), and Behrooz Abdi (“Employee”) (collectively the “Parties”).
AMENDMENT TO THE SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 25th, 2011 • InvenSense Inc • Semiconductors & related devices • California
This amendment (this “Amendment”), dated as of July 17, 2011, is made to the Second Amended and Restated Investor Rights Agreement (the “Agreement”), dated as of March 28, 2008, by and among InvenSense, Inc., a Delaware corporation (the “Company”) and the investors listed on Schedule A thereto (each an “Investor” and collectively the “Investors”) and Steven Nasiri (the “Founder”). The undersigned, constituting more than two-thirds of the Registrable Securities (as defined in the Agreement) outstanding as of the date hereof, hereby agree as follows:
