INDEMNIFICATION AGREEMENTIndemnification Agreement • January 21st, 2011 • RPX Corp • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of , is made by and between RPX Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”); provided, that where Indemnitee is a member of the Board of Directors of the Company and is also a member or partner of a venture fund that is a stockholder of the Company, where the context permits, “Indemnitee” shall also include such venture fund stockholder (including its partners, members, officers, employees, agents, and each person who controls any of them or who may be liable within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended) (the “Venture Fund”), and such Venture Fund shall also become a party to this Agreement.
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • January 21st, 2011 • RPX Corp • California
THIS STOCK REPURCHASE AGREEMENT (the “Agreement”) is entered into as of November 12, 2010, by and between RPX Corporation, a Delaware corporation (the “Company”), and Geoffrey T. Barker (the “Stockholder”).
OFFICE LEASE AGREEMENT Between Landlord: PPF PARAMOUNT ONE MARKET PLAZA OWNER, L.P., a Delaware limited partnership and Tenant: RPX Corporation, a Delaware corporation ONE MARKET SAN FRANCISCO, CALIFORNIAOffice Lease Agreement • January 21st, 2011 • RPX Corp • California
The following sets forth some of the Basic Provisions of the Lease. In the event of any conflict between the terms of these Basic Lease Provisions and the referenced Sections of the Lease, the referenced Sections of the Lease shall control.
RPX CORPORATION SERIES C PREFERRED STOCK PURCHASE AGREEMENT November 12, 2010Stock Purchase Agreement • January 21st, 2011 • RPX Corp • California
This STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 12th day of November, 2010, by and among RPX Corporation, a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor.”
7th FLOOR SUB-SUBLEASESub-Sublease • January 21st, 2011 • RPX Corp
THIS SUB-SUBLEASE (this “Sub-Sublease”) is dated for reference purposes as of the 29th day of September, 2009, and is made by and between SEDGWICK, DETERT, MORAN & ARNOLD LLP, a California limited liability partnership (“Sub-Sublandlord”) and RPX CORPORATION, a California corporation (“Sub-Subtenant”). Sub-Sublandlord and Sub-Subtenant hereby agree as follows:
AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENTFirst Refusal and Co-Sale Agreement • January 21st, 2011 • RPX Corp • California
This AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENT (the “Agreement”) is entered into as of the 15th day of July, 2009 by and among RPX Corporation, a Delaware corporation (the “Company”), John Amster, Geoffrey T. Barker and Eran Zur (each a “Founder” and together the “Founders”) and the holders of Preferred Stock of the Company (the “Preferred Shares”) listed on Exhibit A (the “Investors”).
RPX CORPORATION AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT July 15, 2009Investors’ Rights Agreement • January 21st, 2011 • RPX Corp • California
This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 15th day of July 2009, by and among RPX CORPORATION, a Delaware corporation (the “Company”), the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor,” and the holders of Common Stock listed on Schedule B hereto, each of which is herein referred to as a “Common Holder.”
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • January 21st, 2011 • RPX Corp • Delaware
This AMENDED AND RESTATED VOTING AGREEMENT (the “Agreement”) is made and entered into as of July 15, 2009, by and among RPX Corporation, a Delaware corporation (the “Company”), the holders of the Company’s Series A Preferred Stock (the “Series A Stock”), Series A-1 Preferred Stock (the “Series A-1 Stock”) and Series B Preferred Stock (the “Series B Stock” and collectively with the Series A Stock and Series A-1 Stock, the “Preferred Stock”), listed on the Schedule of Investors attached as Schedule A hereto (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Section 19 below, the “Investors”), and the holders of Common Stock of the Company (the “Founders”) listed on the Schedule of Founders attached as Schedule B hereto. The Company, the Founders and the Investors are individually referred to herein as a “Party” and are collectively referred to herein as the “Parties.” The Company’s Board of Directors is referred to herein as the
WAIVER AND AMENDMENT NO. 1 TO THE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT, THE AMENDED AND RESTATED VOTING AGREEMENT AND THE AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENTInvestors’ Rights Agreement, Voting Agreement, First Refusal and Co-Sale Agreement • January 21st, 2011 • RPX Corp • California
THIS WAIVER AND AMENDMENT NO. 1 TO THE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT, THE AMENDED AND RESTATED VOTING AGREEMENT AND THE AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENT (the “Amendment”) is made as of November 12, 2010, by and among RPX Corporation, a Delaware corporation (the “Company”) and the undersigned holders of the Company’s capital stock (the “Stockholders”).
RPX CORPORATION SERIES B PREFERRED STOCK PURCHASE AGREEMENT July 15, 2009Stock Purchase Agreement • January 21st, 2011 • RPX Corp • California
This STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 1st day of July, 2009, by and among RPX Corporation, a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor.”
