INDEMNITY AGREEMENTIndemnification Agreement • March 11th, 2009 • Divx Inc • Services-computer programming services • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of _______________, 2009, is made by and between DIVX, INC. a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
DIVX, INC. Shares of Common Stock Underwriting AgreementUnderwriting Agreement • June 15th, 2006 • Divx Inc • Services-computer programming services • New York
DivX, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the "Underwriters"), for whom you are acting as representative (the "Representative"), an aggregate of shares of Common Stock, par value $0.001 per share, (the "Common Stock"), of the Company, and at the option of the Underwriters up to an additional shares of Common Stock to cover over-allotments, if any, and the stockholders of the Company named in Schedule II hereto (the "Selling Stockholders") propose to sell to the Underwriters an aggregate of shares of Common Stock and, at the option of the Underwriters, up to an additional shares of Common Stock to cover over-allotments, if any. The aggregate of shares to be sold by the Company and the Selling Stockholders are herein referred to as the "Underwritten Shares" and the aggregate of additional shares to be sold by the Company and the Selling Stockholders at the option of the Underwriters are herein r
DIVX, INC. INDEMNITY AGREEMENTIndemnification Agreement • July 28th, 2006 • Divx Inc • Services-computer programming services • Delaware
THIS INDEMNITY AGREEMENT (this "Agreement") is made and entered into this day of , 2006 by and between DIVX, INC., a Delaware corporation (the "Company"), and ("Agent").
VOTING AGREEMENTVoting Agreement • June 11th, 2010 • Divx Inc • Services-computer programming services • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made as of June 1, 2010, by and among Sonic Solutions, a California corporation (“Parent”), DivX, Inc., a Delaware corporation (“Company”), and the undersigned Stockholder (“Stockholder”) of Parent.
AGREEMENT AND PLAN OF MERGER BY AND AMONG SONIC SOLUTIONS, SIRACUSA MERGER CORPORATION SIRACUSA MERGER LLC AND DIVX, INC. Dated as of June 1, 2010Merger Agreement • June 11th, 2010 • Divx Inc • Services-computer programming services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 1, 2010, by and among Sonic Solutions, a California corporation (“Parent”), Siracusa Merger Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub I”), Siracusa Merger LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub II” and together with Merger Sub I, “Merger Subs”), and DivX, Inc., a Delaware corporation (“Company”).
GOOGLE TOOLBAR™ AND GOOGLE DESKBAR™ PROMOTION AND DISTRIBUTION AGREEMENTPromotion and Distribution Agreement • August 29th, 2006 • Divx Inc • Services-computer programming services • California
This Google Toolbar and Google Deskbar Promotion and Distribution Agreement, including all exhibits hereto, (collectively referred to as the "Agreement"), effective as of June 18, 2004 (the "Effective Date"), is made by and between DivXNetworks Inc., with offices at 10350 Science Center Drive, San Diego, CA 92121 ("Distributor"), and Google Inc., with offices at 1600 Amphitheater Parkway, Mountain View, CA 94043 (which, with its affiliates, shall be referred to herein as "Google").
MPEG-4 VISUAL PATENT PORTFOLIO LICENSE ***Text Omitted and Filed Separately CONFIDENTIAL TREATMENT REQUESTED Under 17 C.F.R. §§ 200.80(b)(4) and 230.406Mpeg-4 Visual Patent Portfolio License • May 5th, 2006 • Divx Inc • New York
This Agreement is made this 22 day of May 2003 , by and between MPEG LA, L.L.C., a limited liability company of Delaware having a principal place of business in Denver, Colorado, U.S.A. (hereinafter "Licensing Administrator"); and DivXNETWORKS , having a principal place of business in 10350 Science Center, Building 14, Suite 140, San Diego, CA 92121 (hereinafter "Licensee").
DIVX, INC. THIRD AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT OCTOBER 19, 2005Stockholders' Agreement • May 5th, 2006 • Divx Inc • California
This Third Amended and Restated Stockholders' Agreement (this "Agreement") is made as of October 19, 2005, by and among DivX, Inc., a Delaware corporation (f/k/a DivXNetworks, Inc.) (the "Company"), the investors listed on Schedule A hereto (including any permitted transferee of each such investor, each individually referred to as an "Investor," and collectively, the "Investors"), and the holders of shares of Common Stock listed on Schedule B (the "Founders").
LOAN AND SECURITY AGREEMENT DIVXNETWORKS, INC.Loan and Security Agreement • May 5th, 2006 • Divx Inc • California
December 31, 2008Severance Agreement • March 11th, 2009 • Divx Inc • Services-computer programming services • California
This letter agreement (the “Agreement”) embodies our proposed severance agreement relating to your potential resignation of your employment with DivX, Inc. (“DXN”) in Q1 2009. Unless your written acknowledgment and agreement is delivered to me as a representative of DXN on or before December 31, 2008, this proposal shall expire and be void and of no effect as of 12:00 am, January 1, 2009.
May 26, 2005 John A. Tanner 1224 Serene Valley Court San Jose, CA 95120 David J. Richter 825 Fifth Ave #301 San Diego, CA 92101 Via Hand Delivery280g Gross-Up Payments • May 5th, 2006 • Divx Inc
This letter will confirm the terms of your Section 280G coverage as to which we agreed in principle in November 2004 subject to approval by the Board of Directors.
MPEG-4 VISUAL PATENT PORTFOLIO LICENSEMpeg-4 Visual Patent Portfolio License • March 17th, 2008 • Divx Inc • Services-computer programming services • New York
This Agreement is made this 1st day of October, 2007 by and between MPEG LA, L.L.C., a limited liability company of Delaware having a principal place of business in Denver, Colorado, U.S.A. (hereinafter “Licensing Administrator”); and DivX, Inc., a Delaware Corporation, having a principal place of business in 4780 Eastgate Mall, San Diego, CA 92121 U.S.A. (hereinafter “Licensee”).
GOOGLE TOOLBARTM AND GOOGLE DESKBARTM PROMOTION AND DISTRIBUTION AGREEMENTGoogle Toolbar and Google Deskbar Promotion and Distribution Agreement • November 14th, 2007 • Divx Inc • Services-computer programming services
This Amendment Number Eight (“Amendment Eight”) to the Google Toolbar and Google Deskbar Promotion and Distribution Agreement which was entered into by and between DivX, Inc. (formerly, DivXNetworks, Inc.) and Google Inc. with an effective date of May 18, 2004 (“Agreement”) as amended by (a) Amendment Number One with an effective date of August 11, 2004 (“Amendment One”), (b) Amendment Number Two with an effective date of October 29, 2004 (“Amendment Two”), (c) Amendment Number Three with an effective date of January 11, 2005 (“Amendment Three”), (d) Amendment Number Four with an effective date of December 28, 2005 (“Amendment Four”), (e) Amendment Number Five with an effective date of January 1, 2006 (“Amendment Five”), (f) Amendment Number Six with an effective date of December 1, 2006 (“Amendment Six”), and (g) Amendment Number Seven with an effective date of May 1, 2007 (“Amendment Seven”); is entered into as of October 22, 2007 (the “Amendment Eight Effective Date”) by and between
GOOGLE TOOLBAR™ AND GOOGLE DESKBAR™ PROMOTION AND DISTRIBUTION AGREEMENTPromotion and Distribution Agreement • May 5th, 2006 • Divx Inc • California
This Google Toolbar and Google Deskbar Promotion and Distribution Agreement, including all exhibits hereto, (collectively referred to as the "Agreement"), effective as of June 18, 2004 (the "Effective Date"), is made by and between DivXNetworks Inc., with offices at 10350 Science Center Drive, San Diego, CA 92121 ("Distributor"), and Google Inc., with offices at 1600 Amphitheater Parkway, Mountain View, CA 94043 (which, with its affiliates, shall be referred to herein as "Google").
July 23, 2007 Kevin Hell 14460 Caminito Lazanja San Diego, CA 92127 Dear Kevin,Letter Amendment • November 14th, 2007 • Divx Inc • Services-computer programming services
This letter (“Letter Amendment”) amends the prior offer letter as between you and DivX, Inc. (“DivX” or the “Company”) dated November 21, 2002 (“Original Letter”), as amended by the February 2, 2005 amendment letter (the Original Letter together with the February 2005 amendment, the “Offer Letter”).
GOOGLE INC. PROMOTION AND DISTRIBUTION AGREEMENTPromotion and Distribution Agreement • August 27th, 2009 • Divx Inc • Services-computer programming services • California
This Google Inc. Promotion and Distribution Agreement, including all exhibits hereto, (collectively referred to as the “Agreement”), effective as of March 1, 2009 (the “Effective Date”), is made by and between DivX, Inc., with offices at 4780 Eastgate Mall, San Diego, CA 92121 (“Distributor”), and Google Inc., with offices at 1600 Amphitheatre Parkway, Mountain View, CA 94043 (which, with its affiliates, shall be referred to herein as “Google”).
July 23, 2007 Dan HalvorsonEmployment Agreement • November 14th, 2007 • Divx Inc • Services-computer programming services
GOOGLE INC. PROMOTION AND DISTRIBUTION AGREEMENTPromotion and Distribution Agreement • May 8th, 2009 • Divx Inc • Services-computer programming services • California
This Google Inc. Promotion and Distribution Agreement, including all exhibits hereto, (collectively referred to as the “Agreement”), effective as of March 1, 2009 (the “Effective Date”), is made by and between DivX, Inc., with offices at 4780 Eastgate Mall, San Diego, CA 92121 (“Distributor”), and Google Inc., with offices at 1600 Amphitheatre Parkway, Mountain View, CA 94043 (which, with its affiliates, shall be referred to herein as “Google”).
GOOGLE TOOLBARTM AND GOOGLE DESKBARTM PROMOTION AND DISTRIBUTION AGREEMENTGoogle Toolbar and Google Deskbar Promotion and Distribution Agreement • November 14th, 2007 • Divx Inc • Services-computer programming services
This Amendment Number Seven (“Amendment Seven”) to the Google Toolbar and Google Deskbar Promotion and Distribution Agreement entered into by and between DivX, Inc. (formerly, DivXNetworks, Inc.) and Google Inc. with an effective date of May 18, 2004 (“Agreement”) as amended by (a) Amendment Number One with an effective date of August 11, 2004 (“Amendment One”), (b) Amendment Number Two with an effective date of October 29, 2004 (“Amendment Two”), (c) Amendment Number Three with an effective date of January 11, 2005 (“Amendment Three”), (d) Amendment Number Four with an effective date of December 28, 2005 (“Amendment Four”), (e) Amendment Number Five with an effective date of January 1, 2006 (“Amendment Five”), and (f) Amendment Number Six with an effective date of December 1, 2006 (“Amendment Six”) is entered into as of May 1, 2007 (the “Amendment Seven Effective Date”) by and between DivX, Inc., with offices at 4780 Eastgate Mall, San Diego, CA 92121 (“Distributor”), and Google Inc.,
AMENDMENT NUMBER SIX TO THE GOOGLE TOOLBARTM AND GOOGLE DESKBARTM PROMOTION AND DISTRIBUTION AGREEMENTGoogle Toolbar and Google Deskbar Promotion and Distribution Agreement • March 29th, 2007 • Divx Inc • Services-computer programming services
This Amendment Number Six (“Amendment Six”) to the Google Toolbar and Google Deskbar Promotion and Distribution Agreement entered into by and between DivX, Inc. (formerly, DivXNetworks, Inc.) and Google Inc. with an effective date of June 18, 2004 (“Agreement”) as amended by (a) Amendment Number One with an effective date of August 11, 2004 (“Amendment One”), (b) Amendment Number Two with an effective date of October 29, 2004 (“Amendment Two”), (c) Amendment Number Three with an effective date of January 11, 2005 (“Amendment Three”), (d) Amendment Number Four with an effective date of December 28, 2005 (“Amendment Four”), and (e) Amendment Number Five with an effective date of January 1, 2006 (“Amendment Five”) is entered into as of December 1, 2006 (the “Amendment Six Effective Date”) by and between DivX, Inc., with offices at 4780 Eastgate Mall, San Diego, CA 92121 (“Distributor”), and Google Inc., with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043 (“Google”).
November 5, 2009Separation and Release Agreement • March 15th, 2010 • Divx Inc • Services-computer programming services
AVC PATENT PORTFOLIO LICENSEAvc Patent Portfolio License • March 11th, 2009 • Divx Inc • Services-computer programming services • New York
This Agreement is made this 1st day of October, 2007, by and between MPEG LA, L.L.C., a limited liability company of Delaware having a principal place of business in Greenwood Village, Colorado, U.S.A. (hereinafter “Licensing Administrator”); and DivX, Inc., a Delaware Corporation, having a principal place of business in 4780 Eastgate Mall, San Diego, CA 92121 U.S.A. (hereinafter “Licensee”).
Share Purchase Agreement between and and Markus Mönig, Aachen (Germany) and and Dr. Sergey Grigoriev, Augsburg (Germany) dated 7 November 2007 regarding the sale and purchase of all shares in MainConcept AG, Aachen (Germany)Share Purchase Agreement • November 20th, 2007 • Divx Inc • Services-computer programming services
(the membership interest in MainConcept LLC and the shares in MCD GmbH including the representative office of MCD GmbH in Tomsk, Russia are hereinafter collectively referred to as “Interests”)
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 26th, 2010 • Divx Inc • Services-computer programming services
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of August 25, 2010, by and among Sonic Solutions, a California corporation (“Parent”), Siracusa Merger Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent, Siracusa Merger LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent, and DivX, Inc., a Delaware corporation.
November 8, 2007 Kevin Hell 14460 Caminito Lazanja San Diego, CA 92127 Dear Kevin,Employment Agreement • November 14th, 2007 • Divx Inc • Services-computer programming services
This letter (“Letter Amendment”) amends the prior offer letter as between you and DivX, Inc. (“DivX” or the “Company”) dated November 21, 2002 (“Original Letter’), and as amended by the February 2, 2005 and July 23, 2007 amendment letters (the Original Letter together with the February 2, 2005 and July 23, 2007 amendment letters, the “Offer Letter”).
AMENDMENT NUMBER 1 TO PROMOTION AND DISTRIBUTION AGREEMENTPromotion and Distribution Agreement • August 9th, 2010 • Divx Inc • Services-computer programming services
This Amendment Number 1 to Promotion and Distribution Agreement (the “Amendment”), effective as of May 1, 2010 (the “Amendment Effective Date”), is between Google Inc. (“Google”) and DivX, Inc. (“Distributor”) and amends the Promotion and Distribution Agreement, dated March 1, 2009 (the “Agreement”). Capitalized terms not defined in this Amendment have the meanings given to those terms in the Agreement. The parties agree as follows:
EMPLOYEE INNOVATIONS AND PROPRIETARY RIGHTS ASSIGNMENT AGREEMENTEmployee Innovations and Proprietary Rights Assignment Agreement • May 5th, 2006 • Divx Inc • California
This Agreement is intended to formalize in writing certain understandings and procedures which have been in effect since the time I was initially employed by DivX, Inc. ("Company"). In return for my new or continued employment by Company and other good and valuable consideration, the receipt and sufficiency of which I hereby acknowledge, I acknowledge and agree that:
SUB-SUBLEASESub-Sublease • May 5th, 2006 • Divx Inc • California
This Sub-Sublease (hereinafter referred to as the "Sub-Sublease") is made as of this 7th day of July, 2004, by and between MP3.COM, INC., a Delaware corporation (hereinafter called "Sublandlord") and DIVXNETWORKS, INC., a Delaware corporation (hereinafter called "Subtenant"), with reference to the following facts:
DIVX, INC. RESTRICTED STOCK BONUS AGREEMENTRestricted Stock Bonus Agreement • March 17th, 2008 • Divx Inc • Services-computer programming services
Pursuant to the Restricted Stock Bonus Grant Notice (“Grant Notice”) and this Restricted Stock Bonus Agreement (collectively, the “Award”) and in consideration of your future services, DivX, Inc. (the “Company”) has awarded you a stock bonus under its 2006 Equity Incentive Plan (the “Plan”) for the number of shares of the Company’s Common Stock subject to the Award as indicated in the Grant Notice. Defined terms not explicitly defined in this Restricted Stock Bonus Agreement but defined in the Plan shall have the same definitions as in the Plan.
LICENSE AND DISTRIBUTION AGREEMENTLicense and Distribution Agreement • November 14th, 2007 • Divx Inc • Services-computer programming services • California
THIS LICENSE AND DISTRIBUTION AGREEMENT (the “Agreement”) is made as of the later date of either Yahoo!’s or DivX’s signature hereto (the “Effective Date”) by and among Yahoo! Inc., with offices at 701 1st Avenue, Sunnyvale, CA 94089 (“Yahoo!”), Overture Search Services (Ireland) Limited, with offices at Fitzwilton House, Wilton Place, Dublin 2 (“OSSIL”), and DivX, Inc., a Delaware corporation, with offices at 4780 Eastgate Mall, San Diego, CA 92121 (“DivX”). Subject to Section [ *** ] is responsible for the Yahoo! rights, obligations and duties described under this Agreement [ *** ] and[ *** ]. Subject to Section [ *** ], the use of the term [ *** ] throughout this Agreement shall refer to [ *** ], and shall refer to [ *** ].
