TESSERA HOLDING CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • December 7th, 2016 • Tessera Holding Corp • Semiconductors & related devices • Delaware
This Indemnification Agreement (the “Agreement”) is made as of , 2016 by and between Tessera Holding Corporation, a Delaware corporation (the “Company”), and [NAME] (the “Indemnitee”).
CREDIT AGREEMENT dated as of June 1, 2020 among XPERI HOLDING CORPORATION, THE LENDERS PARTY HERETO and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent BANK OF AMERICA, N.A., RBC CAPITAL MARKETS* and BARCLAYS BANK PLC, as Joint...Credit Agreement • June 1st, 2020 • Xperi Corp • Semiconductors & related devices • Delaware
CREDIT AGREEMENT, dated as of June 1, 2020 (this “Agreement”), among XPERI HOLDING CORPORATION, a Delaware corporation (the “Borrower”), the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent.
CREDIT AGREEMENT dated as of December 1, 2016 among TESSERA HOLDING CORPORATION, THE LENDERS PARTY HERETO and ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent RBC CAPITAL MARKETS* and BMO CAPITAL MARKETS CORP., as Joint Lead...Credit Agreement • December 1st, 2016 • Tessera Holding Corp • Semiconductors & related devices • New York
CREDIT AGREEMENT (this “Agreement”) dated as of December 1, 2016, among TESSERA HOLDING CORPORATION, a Delaware corporation (the “Borrower”), the Lenders party hereto and ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent.
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • May 8th, 2019 • Xperi Corp • Semiconductors & related devices • California
This Change in Control Severance Agreement (“Agreement”) is made by and between Xperi Corporation, a Delaware corporation (the “Company”), and _________ (“Executive”), effective as of ______, ____ (such date, the “Effective Date”). For purposes of this Agreement (other than Section 1(c) below), the “Company” shall mean the Company and its subsidiaries.
SEVERANCE AGREEMENTSeverance Agreement • May 8th, 2019 • Xperi Corp • Semiconductors & related devices • California
This Severance Agreement (“Agreement”) is made by and between Xperi Corporation, a Delaware corporation (the “Company”), and _________ (“Executive”), effective as of ______, ____ (such date, the “Effective Date”). For purposes of this Agreement, the “Company” shall mean the Company and its subsidiaries.
EMPLOYMENT AND SEVERANCE AGREEMENTEmployment and Severance Agreement • August 2nd, 2017 • Xperi Corp • Semiconductors & related devices • California
This Employment and Severance Agreement (“Agreement”) is made by and between Xperi Corporation, a Delaware corporation (the “Company”), and Jon Kirchner (“Executive”), effective as of April 28, 2017 (such date, the “Effective Date”). For purposes of this Agreement (other than Section 1(c) below), the “Company” shall mean the Company and its subsidiaries.
GUARANTYGuaranty • December 1st, 2016 • Tessera Holding Corp • Semiconductors & related devices • New York
THIS GUARANTY (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of December 1, 2016 by each of the undersigned (the “Initial Subsidiary Guarantors”) and those additional Subsidiaries of the Borrower (as defined below) which become parties to this Guaranty by executing a supplement hereto (a “Guaranty Supplement”) in the form attached as Annex I (such additional Subsidiaries, together with the Initial Subsidiary Guarantors, the “Subsidiary Guarantors”) in favor of the Administrative Agent (as defined below), for the benefit of the Secured Parties under the Credit Agreement described below. Unless otherwise defined herein, capitalized terms used herein and not defined shall have the meanings ascribed to such terms in the Credit Agreement.
SECURITY AGREEMENT by TESSERA HOLDING CORPORATION as Borrower and THE GUARANTORS PARTY HERETO in favor of ROYAL BANK OF CANADA, as Collateral Agent Dated as of December 1, 2016Security Agreement • December 1st, 2016 • Tessera Holding Corp • Semiconductors & related devices
This SECURITY AGREEMENT dated as of December 1, 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by TESSERA HOLDING CORPORATION, a Delaware corporation (the “Borrower”), each other entity identified on the signature pages hereto as a “Pledgor” or becomes party hereto as an additional Guarantor pursuant to Section 3.5 (the “Guarantors” and each a “Guarantor”, and together with the Borrower, the “Pledgors” and each a “Pledgor”), as pledgors and debtors, in favor of ROYAL BANK OF CANADA, in its capacity as Collateral Agent pursuant to the Credit Agreement (as hereinafter defined) (in such capacity and together with any successors in such capacity, the “Collateral Agent”), as pledgee and secured party.
AMENDMENT NO. 1 TO CREDIT AGREEMENT dated as of January 23, 2018, among XPERI CORPORATION, THE OTHER LOAN PARTIES PARTY HERETO, THE LENDERS PARTY HERETO and ROYAL BANK OF CANADA, as Administrative Agent, Collateral Agent and Fronting Bank RBC CAPITAL...Credit Agreement • January 24th, 2018 • Xperi Corp • Semiconductors & related devices • New York
This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of January 23, 2018 (this “Amendment”), among XPERI CORPORATION (f/k/a Tessera Holding Corporation), a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower party hereto as Loan Parties, ROYAL BANK OF CANADA, as administrative agent and collateral agent (in such capacities, the “Administrative Agent”) under the Credit Agreement referred to below, each Repricing Participating Lender (as defined below) party hereto and the Fronting Bank (as defined below).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among XPERI CORPORATION, TIVO CORPORATION, XRAY-TWOLF HOLDCO CORPORATION, XRAY MERGER SUB CORPORATION and TWOLF MERGER SUB CORPORATION December 18, 2019Agreement and Plan of Merger and Reorganization • December 24th, 2019 • Xperi Corp • Semiconductors & related devices • Delaware
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), is made and entered into as of December 18, 2019 (the “Agreement Date”), by and among Xperi Corporation, a Delaware corporation (“XRAY”), TiVo Corporation, a Delaware corporation (“TWOLF”), XRAY-TWOLF HoldCo Corporation, a Delaware corporation (“Holdco”), XRAY Merger Sub Corporation, a Delaware corporation and wholly owned subsidiary of Holdco (“XRAY Merger Sub”), and TWOLF Merger Sub Corporation, a Delaware corporation and wholly owned subsidiary of Holdco (“TWOLF Merger Sub” and together with XRAY Merger Sub, the “Merger Subs”).
AMENDED AND RESTATED SEVERANCE AGREEMENTAmended and Restated Severance Agreement • February 27th, 2017 • Xperi Corp • Semiconductors & related devices • California
This Amended and Restated Severance Agreement (“Agreement”) is made by and between Tessera Holding Corp., Inc., a Delaware corporation (the “Company”), and Robert Andersen (“Executive”), effective as of February 22, 2017 (such date, the “Effective Date”). For purposes of this Agreement, the “Company” shall mean the Company and its subsidiaries.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 4th, 2020 • Xperi Corp • Semiconductors & related devices • Delaware
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of January 31, 2020, is by and among Xperi Corporation, a Delaware corporation (“Xperi”), TiVo Corporation, a Delaware corporation (“TiVo”), XRAY-TWOLF HoldCo Corporation (“HoldCo”), XRAY Merger Sub Corporation., a Delaware corporation and wholly owned subsidiary of HoldCo (“XRAY Merger Sub”), and TWOLF Merger Sub Corporation, a Delaware corporation and wholly owned subsidiary of HoldCo (“TWOLF Merger Sub” and, together with XRAY Merger Sub, the “Merger Subs”).
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONForma Condensed Combined Financial Information • February 3rd, 2017 • Tessera Holding Corp • Semiconductors & related devices
On December 1, 2016, as described in the Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 19, 2016, among Tessera Technologies, Inc. (“Tessera”), DTS, Inc. (“DTS”), Tessera Holding Corporation (f/k/a Tempe Holdco Corporation) (the “Company”), and the other parties named therein, the Company completed its acquisition of DTS (the “Transaction”). As previously disclosed, as a result of the Transaction, both DTS and Tessera became wholly owned subsidiaries of the Company, and the Company became the successor issuer to Tessera pursuant to Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
EMPLOYMENT TRANSITION AND CONSULTING AGREEMENTEmployment Transition and Consulting Agreement • August 2nd, 2017 • Xperi Corp • Semiconductors & related devices • California
This Employment Transition and Consulting Agreement (hereafter “Agreement”) is entered into between Thomas Lacey (the “Executive”) and Xperi Corporation, a Delaware corporation (the “Company”) (collectively referred to herein as the “Parties”), effective as of May 3, 2017 (the “Effective Date”). For purposes of this Agreement, the “Company” shall mean the Company and its subsidiaries.
