NEOPHOTONICS CORPORATION, Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of ____________, 20__ Debt SecuritiesIndenture • August 16th, 2021 • Neophotonics Corp • Semiconductors & related devices • New York
Whereas, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
NEOPHOTONICS CORPORATION AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT Dated as of ____________, 20__Common Stock Warrant Agreement • August 16th, 2021 • Neophotonics Corp • Semiconductors & related devices • New York
This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between NeoPhotonics Corporation, a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
NEOPHOTONICS CORPORATION Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 18th, 2011 • Neophotonics Corp • Semiconductors & related devices • New York
NeoPhotonics Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of shares of common stock, par value $0.0025 per share (“Common Stock”), of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
NEOPHOTONICS CORPORATION AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT Dated as of ____________, 20__Preferred Stock Warrant Agreement • August 16th, 2021 • Neophotonics Corp • Semiconductors & related devices • New York
This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between NeoPhotonics Corporation, a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
AGREEMENT AND PLAN OF MERGER by and among LUMENTUM HOLDINGS INC. NEPTUNE MERGER SUB, INC. and NEOPHOTONICS CORPORATION Dated as of November 3, 2021Agreement and Plan of Merger • November 8th, 2021 • Neophotonics Corp • Semiconductors & related devices • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 3, 2021, by and among Lumentum Holdings Inc., a Delaware corporation (“Parent”), Neptune Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and NeoPhotonics Corporation, a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.
NEOPHOTONICS CORPORATION AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT Dated as of ____________, 20__Debt Securities Warrant Agreement • August 16th, 2021 • Neophotonics Corp • Semiconductors & related devices • New York
This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between NeoPhotonics Corporation, a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
EXECUTION VERSION DB1/ 121979154.7 AMENDED AND RESTATED CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, and NEOPHOTONICS CORPORATION as Borrower Dated as of June 29, 2021Credit Agreement • July 2nd, 2021 • Neophotonics Corp • Semiconductors & related devices • California
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 15th, 2010 • Neophotonics Corp • Delaware
This Indemnification Agreement (the “Agreement”) is made as of , by and between NeoPhotonics Corporation, a Delaware corporation (the “Company”), and (the “Indemnitee”).
Shares* NeoPhotonics Corporation Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 13th, 2015 • Neophotonics Corp • Semiconductors & related devices • New York
NeoPhotonics Corporation, a Delaware corporation (the “Company”), proposes to issue and sell shares (the “Firm Shares”) of the Company’s Common Stock, $0.0025 par value per share (the “Common Stock”), to you and to the several other Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”). The Company has also agreed to grant to you and the other Underwriters an option (the “Option”) to purchase up to an additional shares of Common Stock, on the terms and for the purposes set forth in Section 1(b) (the “Option Shares”). The Firm Shares and the Option Shares are referred to collectively herein as the “Shares.”
NeoPhotonics Corporation Retention AgreementRetention Agreement • May 9th, 2018 • Neophotonics Corp • Semiconductors & related devices • California
This Retention Agreement (this “Agreement”) is made and entered into by and between Yang Chiah Yee (the “Employee”) and NeoPhotonics Corporation, a Delaware corporation (the “Company”), effective as of March 22, 2018.
Comprehensive Credit Granting Contract (Version 1.0, 2014) CHINA CITIC BANKNeophotonics Corp • December 18th, 2017 • Semiconductors & related devices
This contract is entered into by and between party A and party B through negotiation, in accordance with the Commercial Bank Law of the People’s Republic of China, the Contract Law of the People’s Republic of China and other related laws and regulations, as well as based on the principles of honesty, creditability, equality and voluntariness.
NeoPhotonics Corporation Severance Rights AgreementSeverance Rights Agreement • April 15th, 2010 • Neophotonics Corp • California
This Severance Rights Agreement (the “Agreement”) is made and entered into by and between Benjamin L. Sitler (the “Employee”) and NeoPhotonics Corporation, a Delaware corporation, (the “Company”), effective as of April 14, 2010.
NeoPhotonics Corporation Amended and Restated Severance Rights AgreementSeverance Rights Agreement • November 10th, 2014 • Neophotonics Corp • Semiconductors & related devices • California
This Amended and Restated Severance Rights Agreement (the “Agreement”) is made and entered into by and between Ben Sitler (the “Employee”) and NeoPhotonics Corporation, a Delaware corporation (the “Company”), effective as of October 8, 2014.
Financing Credit Line AgreementFinancing Credit Line Agreement • August 2nd, 2022 • Neophotonics Corp • Semiconductors & related devices • Hong Kong
The parties have, through amicable consultation and on the principle of fairness and mutual benefit, equally and voluntarily reached the following agreements according to applicable laws and regulations:
Loan Contract [two partial seals of Agricultural Bank and NeoPhotonics superimposed on right margin]Neophotonics Corp • April 15th, 2010
This Contract is hereby made between both Parties after reaching an agreement through consultation in accordance with the relevant State laws and regulations.
Credit Line AgreementCredit Line Agreement • June 22nd, 2021 • Neophotonics Corp • Semiconductors & related devices • Hong Kong
The parties have, through amicable consultation and on the principle of fairness and mutual benefit, equally and voluntarily reached the following agreements according to applicable laws and regulations:
LEASE DATED April 7, 1999 BY AND BETWEEN SILICON VALLEY PROPERTIES, LLC, a Delaware limited liability company as Landlord and LIGHTWAVE MICROSYSTEMS CORPORATION, a California corporation as Tenant AFFECTING PREMISES COMMONLY KNOWN AS Approximately...Lease • July 23rd, 2010 • Neophotonics Corp • Semiconductors & related devices • California
This Lease is dated as of the lease reference date specified in Section A of the Summary and is made by and between the party identified as Landlord in Section B of the Summary and the party identified as Tenant in Section C of the Summary.
Address: NeoPhotonics Semiconductor GK 550-10, Higashi-asakawamachi, Hachioji- shi, Tokyo #409, Yu To Sang Building, 37 Queen’s Rd Central, Hong Kong Special Administrative Region of the People’s Republic of China Obligor: Representative Member:...Special Agreement • March 16th, 2015 • Neophotonics Corp • Semiconductors & related devices • Tokyo
Obligor enters into this Loan Agreement with the Bank pursuant to the following terms and conditions after examining and approving the terms and conditions of the Banking Transaction Agreement separately submitted to the Bank.
AMENDMENT TO SEVERANCE RIGHTS AGREEMENTSeverance Rights Agreement • May 10th, 2012 • Neophotonics Corp • Semiconductors & related devices • California
This Amendment to Severance Rights Agreement (the “Amendment”) is entered into as of April 30, 2012 (the “Effective Date”), by and between NeoPhotonics Corporation, a Delaware corporation (the “Company”) and Dr. Wupen Yuen (the “Employee”).
LEASE STEVENSON BUSINESS PARK 40915 ENCYCLOPEDIA CIRCLE, LLC, A California limited liability company, as Landlord, and SANTUR CORPORATION a Delaware corporation, as Tenant.Lease • March 30th, 2012 • Neophotonics Corp • Semiconductors & related devices • California
This Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between 40915 ENCYCLOPEDIA CIRCLE, LLC, a California limited liability company, (“Landlord”), and SANTUR CORPORATION., a Delaware corporation (“Tenant”).
Working Capital Loan ContractNeophotonics Corp • November 22nd, 2010 • Semiconductors & related devices
For liquidity needs, the Borrower applies for working capital loan from the Lender; the Lender agrees to grant the loan in accordance with the terms and conditions stipulated under this Contract after review and approval. In order to clear the rights and obligations of both parties, this contract is entered into upon mutual agreement, based on relevant laws, regulations and rules of the People’s Republic of China, and shall be binding on both parties.
SPD BANK Credit Line AgreementLine Agreement • August 8th, 2014 • Neophotonics Corp • Semiconductors & related devices • Hong Kong
This agreement is entered into between the two parties through friendly negotiation according to the related laws and regulations and based on the principles of equality, mutual benefit and voluntariness:
February 26, 2015Rights Agreement • March 16th, 2015 • Neophotonics Corp • Semiconductors & related devices
FIRST LEASE AMENDMENTFirst Lease Amendment • March 15th, 2016 • Neophotonics Corp • Semiconductors & related devices
THIS FIRST LEASE AMENDMENT (“Agreement”) is being made and entered into as of the 20th day of February, 2014 (the “Effective Date”), by and between The Kaye Building, LLC, a California limited liability company (“Landlord”), and NeoPhotonics Corporation, a Delaware corporation (“Tenant”), successor-in-interest to Santur Corp., a Delaware corporation (“Former Tenant”).
TENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 16th, 2017 • Neophotonics Corp • Semiconductors & related devices • California
This Tenth Amendment to Credit Agreement (this “Amendment”) is entered into as of January 3, 2017, by and among NeoPhotonics Corporation, a Delaware corporation (“Borrower”), Lenders (as defined below) and Comerica Bank, as administrative agent for Lenders (in such capacity, “Agent”).
Supplementary Agreement to Asset Purchase AgreementSupplementary Agreement to Asset Purchase Agreement • January 23rd, 2017 • Neophotonics Corp • Semiconductors & related devices
This supplement agreement to the Asset Purchase Agreement (hereinafter referred to “Supplementary Agreement”) is entered into and effective on the date last signed below (the “Effective Date”) by and between:
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 1st, 2012 • Neophotonics Corp • Semiconductors & related devices • New York
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is dated as of April 27, 2012, by and between NeoPhotonics Corporation, a Delaware corporation (the “Company”), and Open Joint Stock Company “RUSNANO” (Principal State Registration Number 1117799004333, with registered office at Prospect 60-letiya Oktyabrya 10a, 117036 Moscow, Russian Federation) (the “Purchaser”).
NINTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 8th, 2016 • Neophotonics Corp • Semiconductors & related devices • California
This Ninth Amendment to Credit Agreement (this “Amendment”) is made as of September 30, 2016, by and among NeoPhotonics Corporation, a Delaware corporation (“Borrower”), Lenders (as defined below) and Comerica Bank, as administrative agent for Lenders (in such capacity, “Agent”).
Short Term Loan Agreement Short Term Loan Agreement To: Sub-branch, Shenzhen Branch, Ref No.: 79092009280 Shanghai Pudong Development Bank Co., Ltd. Client Name: Shenzhen Photon Broadband Technology Co., Ltd. Date of Application: 15 September 2009...Term Loan Agreement • April 15th, 2010 • Neophotonics Corp • Macau
Maximum Comprehensive Credit Line Contract [two partial seals of Agricultural Bank and NeoPhotonics superimposed on right margin]Neophotonics Corp • April 15th, 2010
This Contract is hereby made between both Parties after reaching an agreement through consultation in accordance with the relevant State laws and regulations.
ContractNeophotonics Corp • April 15th, 2010 • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
PROPERTY LEASE CONTRACT BETWEEN DONGGUAN CONRAD HI-TECH PARK LTD. AND NEOPHOTONICS (CHINA) CO., LTD.Property Lease Contract • November 10th, 2011 • Neophotonics Corp • Semiconductors & related devices
THIS PROPERTY LEASE CONTRACT (this “Contract”) is made on13thday of May, 2011, in Shenzhen, the People’s Republic of China (“China”) by and between:
FIRST AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO GUARANTY AND SECURITY AGREEMENTCredit Agreement • June 19th, 2019 • Neophotonics Corp • Semiconductors & related devices • California
THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO GUARANTY AND SECURITY AGREEMENT (this “Amendment”), dated as of June 14, 2019, is entered into by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), the Lenders identified on the signature pages hereof (the “Lenders”), and NEOPHOTONICS CORPORATION, a Delaware corporation (“NeoPhotonics”; and together with each other Person that hereafter becomes a “Borrower” under the Credit Agreement (as defined below) in accordance with the terms thereof, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 10th, 2014 • Neophotonics Corp • Semiconductors & related devices • California
This Third Amendment to Credit Agreement (“Third Amendment”) to Revolving Credit and Term Loan Agreement is made as of March 6, 2014, by and among NeoPhotonics Corporation (the “Borrower”), the Lenders (as defined below) and Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”).
AMENDMENT TO SEVERANCE RIGHTS AGREEMENTSeverance Rights Agreement • May 10th, 2012 • Neophotonics Corp • Semiconductors & related devices • California
This Amendment to Severance Rights Agreement (the “Amendment”) is entered into as of April 30, 2012 (the “Effective Date”), by and between NeoPhotonics Corporation, a Delaware corporation (the “Company”) and Timothy Jenks (the “Employee”).
