InterDigital, Inc. Sample Contracts

RIGHTS AGREEMENT
Rights Agreement • August 9th, 2007 • InterDigital, Inc. • Patent owners & lessors • Pennsylvania

RIGHTS AGREEMENT dated as of July 2, 2007 (the “Agreement”), between INTERDIGITAL, INC., a Pennsylvania corporation (the “Company”) and AMERICAN STOCK TRANSFER AND TRUST COMPANY, a New York corporation (the “Rights Agent”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 19th, 2013 • InterDigital, Inc. • Patent owners & lessors • Delaware

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of the date set forth on the signature page below, effective as of January 21, 2013 (the “Effective Date”) by and between William J. Merritt (the “Executive”), and InterDigital, Inc., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania (the “Company”).

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INTERDIGITAL, INC. PURCHASE AGREEMENT
Purchase Agreement • June 3rd, 2019 • InterDigital, Inc. • Patent owners & lessors • New York

InterDigital, Inc., a Pennsylvania corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the Initial Purchasers (the “Initial Purchasers”) named in Schedule I attached to this Agreement for whom you are acting as representative (the “Representative”) $350,000,000 in aggregate principal amount of its 2.00% Senior Convertible Notes due 2024 (the “Firm Securities”). The Securities will (i) have terms and provisions that are summarized in the Offering Memorandum (as defined below) and (ii) are to be issued pursuant to an Indenture (the “Indenture”) to be entered into between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Company also proposes to issue and sell to the Initial Purchasers not more than an additional $50,000,000 of its 2.00% Senior Convertible Notes due 2024 (the “Additional Securities”) solely to cover over-allotments if and to the extent that

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RETIREMENT & TRANSITION AGREEMENT AND RELEASE
Retirement Agreement • April 26th, 2018 • InterDigital, Inc. • Patent owners & lessors • Pennsylvania

This Retirement Agreement and Release (“Agreement”) is made by and between Lawrence F. Shay (“Executive”) and InterDigital, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

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RETIREMENT & TRANSITION AGREEMENT AND RELEASE
Retirement & Transition Agreement • May 6th, 2021 • InterDigital, Inc. • Patent owners & lessors • Pennsylvania

This Retirement & Transition Agreement and Release (“Agreement”) is made by and between William J. Merritt (“Executive”) and InterDigital, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

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DATE: May 29, 2019 TO: InterDigital, Inc. ATTENTION: Richard Brezski TELEPHONE: (+1) 302.281.3621 FACSIMILE: (+1) 302-281-3761 FROM: [ ] ATTENTION: [ ] TELEPHONE: [ ] FACSIMILE: [ ] SUBJECT: Bond Hedge Transaction1
Bond Hedge Transaction • June 3rd, 2019 • InterDigital, Inc. • Patent owners & lessors • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between [Dealer] (“Dealer”)[, through its agent [Agent] (the “Agent”),]2 and InterDigital, Inc. (“Counterparty”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below. [Dealer is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Dealer is not a member of the Securities Investor Protection Corporation (“SIPC”).]3

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RETIREMENT & TRANSITION AGREEMENT AND RELEASE
Retirement & Transition Agreement and Release • April 26th, 2018 • InterDigital, Inc. • Patent owners & lessors • Pennsylvania

This Retirement & Transition Agreement and Release (“Agreement”) is made by and between Scott McQuilkin (“Executive”) and InterDigital, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

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PLAN OF REORGANIZATION
Plan of Reorganization • August 9th, 2007 • InterDigital, Inc. • Patent owners & lessors

THIS PLAN OF REORGANIZATION (collectively with any exhibits and schedules attached hereto, the “Plan”) is dated July 2, 2007 (the “Effective Date”) and is entered into by and among InterDigital Communications Corporation, a Pennsylvania corporation, (“IDCC”), InterDigital, Inc., a Pennsylvania corporation, (“HoldingCo”) and ID Merger Company, a Pennsylvania corporation, (“Merger Sub” and collectively with IDCC and HoldingCo, the “Parties”).

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EMPLOYMENT AGREEMENT
Employment Agreement • May 11th, 2012 • InterDigital, Inc. • Patent owners & lessors • Pennsylvania

THIS EMPLOYMENT AGREEMENT is effective this 9th day of May, 2012, by and between Richard Brezski, a Pennsylvania resident (the “Employee”), and InterDigital, Inc. a corporation organized and existing under the laws of the Commonwealth of Pennsylvania (the “Company”).

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TRANSAMERICA RETIREMENT SOLUTIONS, LLC NONQUALIFIED DEFERRED COMPENSATION ADOPTION AGREEMENT FOR
Nonqualified Deferred Compensation Adoption Agreement • February 15th, 2024 • InterDigital, Inc. • Patent owners & lessors

This Adoption Agreement is an important legal document. You should consult with your attorney on whether or not it accommodates your particular situation, and on its tax and legal implications. Transamerica Retirement Solutions, LLC (“TRS”), or any successor thereto, does not and cannot provide legal or tax advice. The Plan Document and Adoption Agreement are intended purely as specimen documents for use by you and your attorney. TRS can give no assurances that any Employer’s Nonqualified Deferred Compensation arrangements will meet all applicable Internal Revenue Service (“IRS”) and Department of Labor (“DOL”) requirements.

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LEASE AGREEMENT between MUSREF BELLEVUE PARKWAY, LP as Landlord and INTERDIGITAL, INC. as Tenant for Suites 300 and 400 Bellevue Park Corporate Center Wilmington, Delaware 19809 LEASE AGREEMENT
Lease Agreement • February 26th, 2013 • InterDigital, Inc. • Patent owners & lessors • Delaware

THIS LEASE is made this 19th day of March, 2012, by and between MUSREF BELLEVUE PARKWAY, LP, a Washington limited partnership (“Landlord”), and INTERDIGITAL, INC., a Pennsylvania corporation (“Tenant”).

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ASSIGNMENT AND ASSUMPTION OF INDEMNITY AGREEMENT
Assignment and Assumption of Indemnity Agreement • August 9th, 2007 • InterDigital, Inc. • Patent owners & lessors • Pennsylvania

This Assignment and Assumption Agreement (“Assignment”), dated July 2, 2007, among Bruce G. Bernstein, (“Indemnitee”), InterDigital Communications Corporation (“ICC”), a Pennsylvania corporation, and InterDigital, Inc., a Pennsylvania corporation, provides for (i) the assignment by ICC and assumption by InterDigital, Inc. of that certain Indemnity Agreement dated June 21, 2005 between ICC and Indemnitee (“Original Agreement”) of all of ICC’s rights and obligations under the Original Agreement as amended hereby and (ii) the consent of Indemnitee to such assignment.

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FIRST AMENDMENT, CONSENT AND JOINDER TO CREDIT AGREEMENT
Credit Agreement • August 9th, 2007 • InterDigital, Inc. • Patent owners & lessors • New York

FIRST AMENDMENT, CONSENT AND JOINDER TO CREDIT AGREEMENT dated as of July 2, 2007 (this “Amendment”), among INTERDIGITAL COMMUNICATIONS CORPORATION, a Pennsylvania corporation (“IDC”), INTERDIGITAL, INC., a Pennsylvania corporation (“Holdings”), THE SUBSIDIARY GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 29th, 2008 • InterDigital, Inc. • Patent owners & lessors • New York

SECOND AMENDMENT TO CREDIT AGREEMENT dated as of December 28, 2007 (this “Amendment”), among INTERDIGITAL, INC., a Pennsylvania corporation (the “Borrower”), THE SUBSIDIARY GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.

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PATENT LICENSE AND SETTLEMENT AGREEMENT
Patent License and Settlement Agreement • March 2nd, 2009 • InterDigital, Inc. • Patent owners & lessors

Having agreed to a settlement, the parties hereby stipulate and agree, by and between counsel and subject to the approval of the Court, and pursuant to Fed. R. Civ. P. 41(a)(1), that this action is dismissed without prejudice, and each party bears its own costs and attorneys’ fees.

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FOURTH MODIFICATION OF LEASE AGREEMENT
Lease Agreement • February 26th, 2013 • InterDigital, Inc. • Patent owners & lessors

WHEREAS, Tenant has leased from Landlord certain office space known as Suites 3S02 and 4S01 (the “Original Premises”) in the building known as Two Huntington Quadrangle, Melville, New York 11747 (the “Building”) pursuant to an Agreement of the Lease dated as of November 25th, 1996, as amended by a Modification of Lease Agreement dated as of December 28, 2000, a Modification of Lease Agreement dated March 10, 2003, and a Third Modification of Lease Agreement dated May 18, 2006, said lease as amended being hereinafter referred to as the “Lease”, and

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AMENDMENT AND ASSIGNMENT OF EMPLOYMENT AGREEMENT
Employment Agreement • August 9th, 2007 • InterDigital, Inc. • Patent owners & lessors • Pennsylvania

This Amendment and Assignment Agreement (“Amendment”), dated July 2, 2007, among Bruce G. Bernstein, a Pennsylvania resident (“Employee”), InterDigital Communications Corporation (“ICC”), a Pennsylvania corporation, and InterDigital, Inc., a Pennsylvania corporation, provides for the amendment of that certain Employment Agreement dated June 20, 2005 between ICC and Employee (“Original Agreement”) and the assignment by ICC to InterDigital, Inc. of all of ICC’s rights and obligations under the Original Agreement as amended hereby, and the consent of Employee to such assignment.

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FIRST AMENDMENT TO THE RIGHTS AGREEMENT
Rights Agreement • March 8th, 2010 • InterDigital, Inc. • Patent owners & lessors • Pennsylvania

FIRST AMENDMENT TO THE RIGHTS AGREEMENT, dated as of March 8, 2010 (this “Amendment”), by and between InterDigital, Inc., a Pennsylvania corporation (the “Company”), and American Stock Transfer and Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”).

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EMPLOYMENT AGREEMENT
Employment Agreement • August 9th, 2007 • InterDigital, Inc. • Patent owners & lessors • Pennsylvania

THIS EMPLOYMENT AGREEMENT is made as of this 9th day of July, 2007, by and between Scott McQuilkin, a Pennsylvania resident (the “Employee”), and InterDigital, Inc. a corporation organized and existing under the laws of the Commonwealth of Pennsylvania (the “Company”).

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Amendment to Amended and Restated Employment Agreement
Employment Agreement • March 2nd, 2009 • InterDigital, Inc. • Patent owners & lessors

This AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made this 17th day of November, 2008, and amends the Amended and Restated Employment Agreement (the “Employment Agreement”), dated as of May 16, 2005, by and between William J. Merritt (the “Employee”) and InterDigital, Inc., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania (the “Company”), and is entered into by the Employee and the Company.

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AMENDMENT TO PATENT LICENSE AGREEMENT
Patent License Agreement • August 9th, 2007 • InterDigital, Inc. • Patent owners & lessors

This Amendment effective as of January 1, 2007 is to the Narrowband CDMA and Third Generation Patent License Agreement (“CDMA PLA”) dated January 15, 2002, between InterDigital Technology Corporation (“ITC”), a Delaware corporation with a mailing address of Suite 105, Hagley Building, 3411 Silverside Road, Concord Plaza, Wilmington, DE 19810, and NEC Corporation (“Licensee”), a company organized and existing under the laws of Japan, with a mailing address of 7-1, Shiba 5-chome, Minato-ku, Tokyo 108-8001, Japan.

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AGREEMENT AND PLAN OF MERGER
Merger Agreement • August 9th, 2007 • InterDigital, Inc. • Patent owners & lessors

THIS AGREEMENT AND PLAN OF MERGER (collectively with any exhibits and schedules attached hereto, the “Plan”) is dated July 2, 2007 (the “Effective Date”) and is entered into by and among InterDigital Communications Corporation, a Pennsylvania corporation, (“IDCC” and, after the Effective Time (defined below), the “Surviving Corporation”)), InterDigital, Inc., a Pennsylvania corporation, (“HoldingCo”) and ID Merger Company, a Pennsylvania corporation, (“Merger Sub” and, collectively with IDCC and HoldingCo, the “Parties”).

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AGREEMENT AND PLAN OF MERGER
Merger Agreement • April 3rd, 2018 • InterDigital, Inc. • Patent owners & lessors

This AGREEMENT AND PLAN OF MERGER, dated as of April 3, 2018 (the “Plan”), is entered into by and among InterDigital, Inc., a Pennsylvania corporation (“InterDigital” and after the Effective Time, the “Surviving Corporation”), InterDigital Parent, Inc., a Pennsylvania corporation (“TopCo”), and InterDigital Merger Sub, Inc., a Pennsylvania corporation (“Merger Sub”).

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Contract
First Supplemental Indenture • April 3rd, 2018 • InterDigital, Inc. • Patent owners & lessors • New York

FIRST SUPPLEMENTAL INDENTURE dated as of April 3, 2018 among INTERDIGITAL WIRELESS, INC. (F/K/A INTERDIGITAL, INC.), a Pennsylvania corporation (“Issuer”), INTERDIGITAL, INC. (F/K/A INTERDIGITAL PARENT, INC.), a Pennsylvania corporation (“Parent”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized under the laws of the United States, as trustee under the Indenture referred to below (the “Trustee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • February 18th, 2016 • InterDigital, Inc. • Patent owners & lessors • California

THIS EMPLOYMENT AGREEMENT (this “Agreement”) entered into as of May, 1, 2014, the (“Effective Date”) by and between Byung K. Yi (the “Executive”), and InterDigital, Inc., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania (the “Company”).

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PARTIAL UNWIND AGREEMENT with respect to the Base Call Option Transaction Confirmation, dated March 5, 2015 and the Base Warrant Confirmation, dated March 5, 2015 between InterDigital, Inc. and [Dealer]
Partial Unwind Agreement • June 3rd, 2019 • InterDigital, Inc. • Patent owners & lessors • New York

THIS PARTIAL UNWIND AGREEMENT (this “Agreement”) with respect to the Base Call Option Transaction Confirmation (as defined below) and the Base Warrant Confirmation (as defined below) is made as of May 29, 2019 between InterDigital, Inc. (the “Company”) and [ ] (“Dealer”).

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