INDEMNIFICATION AGREEMENTIndemnification Agreement • September 29th, 2016 • Quantenna Communications Inc • Semiconductors & related devices • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [ ], 2016, and is between Quantenna Communications, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
ContractQuantenna Communications Inc • September 29th, 2016 • Semiconductors & related devices • California
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.
OFFICE LEASEOffice Lease • March 2nd, 2017 • Quantenna Communications Inc • Semiconductors & related devices
AGREEMENT AND PLAN OF MERGER dated as of MARCH 27, 2019 among QUANTENNA COMMUNICATIONS, INC., ON SEMICONDUCTOR CORPORATION and RAPTOR OPERATIONS SUB, INC.Agreement and Plan of Merger • March 27th, 2019 • Quantenna Communications Inc • Semiconductors & related devices • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of March 27, 2019 among Quantenna Communications, Inc. a Delaware corporation (the “Company”), ON Semiconductor Corporation, a Delaware corporation (“Parent”), and Raptor Operations Sub, Inc. a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
ContractQuantenna Communications Inc • September 29th, 2016 • Semiconductors & related devices • California
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.
AMENDED AND RESTATED CHANGE OF CONTROL AND SEVERANCE AGREEMENTChange of Control and Severance Agreement • March 2nd, 2017 • Quantenna Communications Inc • Semiconductors & related devices • California
This Amended and Restated Change of Control and Severance Agreement (the “Agreement”) is made between Quantenna Communications, Inc. (the “Company”) and David Carroll (the “Executive”), effective as of December 22, 2016 (the “Effective Date”) and amends and restates in its entirety the Change of Control and Severance Agreement entered into between the Company and the Executive effective as of October 1, 2016 (the “Original Agreement”).
Re: Agreement Regarding Investment in Series F Preferred Stock FinancingLetter Agreement • September 29th, 2016 • Quantenna Communications Inc • Semiconductors & related devices • California
This letter agreement (this “Letter Agreement”) will confirm our agreement that in connection with its investment in Quantenna Communications, Inc.’s (the “Company”) Series F Preferred Stock financing (the “Financing”), and for other good and valuable consideration, the receipt and sufficiency are hereby acknowledged, Open Joint Stock Company “RUSNANO” will be entitled to certain additional rights with respect to its shares of Series F-1 Preferred Stock (and Series F-2 Preferred Stock, as applicable), as described below.
ContractInvestor Rights Agreement • September 29th, 2016 • Quantenna Communications Inc • Semiconductors & related devices • Delaware
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 29th, 2016 • Quantenna Communications Inc • Semiconductors & related devices • Delaware
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of May 17, 2016 (the "Effective Date") by and between SILICON VALLEY BANK, a California corporation ("Bank"), and QUANTENNA COMMUNICATIONS, INC., a Delaware corporation ("Borrower"), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety, and replaces. the terms of (and obligations outstanding under) that certain Loan and Security Agreement among Borrower, Quantenna Wireless Systems, Inc., and Bank dated as of April 26, 2013, as amended by that certain First Amendment to Loan and Security Agreement among Borrower, Quantenna Wireless Systems, Inc., and Bank dated as of October 31, 2013, and as further amended by that certain Second Amendment to Loan and Security Agreement among Borrower, Quantenna Wireless Systems. Inc., and Bank dated as of January 30, 2015 (as amended, the "Prior Loan Agreement"). The parties agree that th
LANDLORDS CONSENT AND AGREEMENT (Sublease)Landlords Consent and Agreement • September 29th, 2016 • Quantenna Communications Inc • Semiconductors & related devices
This Landlord's Consent and Agreement (the "Consent") is attached to that certain Sublease Agreement (the "Sublease"), dated March 18, 2014 for reference purposes, by and between DCG SYSTEMS, INC., a Delaware corporation ("Sublessor") and QUANTENNA COMMUNICATIONS, INC., a Delaware corporation ("Sublessee"), by which Sublessor subleases approximately 5,000 square feet of space (the "Subleased Premises") at 3400 West Warren Avenue, Fremont, California (the "Building"), to Sublessee. The Subleased Premises is more specifically described in the Sublease. Capitalized terms used in this Consent and not otherwise defined herein shall have meaning set forth in the Sublease.
ContractQuantenna Communications Inc • September 29th, 2016 • Semiconductors & related devices • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • June 20th, 2019 • On Semiconductor Connectivity Solutions, Inc. • Semiconductors & related devices • California
This Separation Agreement and Release (this “Agreement”) is made by and between Sean Sobers (“Employee”) and ON Semiconductor Connectivity Solutions, Inc. (f/k/a Quantenna Communications, Inc., a Delaware corporation) (the “Company” and, together with Employee, the “Parties”), effective as of the Effective Date (as defined in Section 27).
ContractQuantenna Communications Inc • September 29th, 2016 • Semiconductors & related devices • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENTInvestors' Rights Agreement • September 29th, 2016 • Quantenna Communications Inc • Semiconductors & related devices • Delaware
This Amended and Restated Investors' Rights Agreement (this "Agreement") is made as of August 29, 2014, by and among Quantenna Communications, Inc., a Delaware corporation (the "Company"), the persons and entities listed on Exhibit A hereto (each a "Lender," and collectively the "Lenders"), the persons and entities listed on Exhibit B hereto (each an "Investor" and collectively, as the "Investors") and the persons listed on Exhibit C hereto (each a "Founder," and collectively the "Founders"). Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1. The Founders are party to this Agreement for purposes of Sections 1, 2.2, 2.4 through 2.14 and 5 hereof only. The Lenders are party to this Agreement for purposes of Sections 1, 2.2 through 2.14 and 5 hereof only.
AMENDED AND RESTATED STOCK PLEDGE AGREEMENTStock Pledge Agreement • September 29th, 2016 • Quantenna Communications Inc • Semiconductors & related devices • California
This Amended and Restated Stock Pledge Agreement (this "Agreement") is entered into as of May 17, 2016 by and between SILICON VALLEY BANK ("Bank") and QUANTENNA COMMUNICATIONS, INC. ("Pledgor"). This Agreement amends and restates in its entirety, and replaces, the terms of that certain Stock Pledge Agreement between Pledgor and Bank dated as of April 26, 2013.
MEZZANINE LOAN AND SECURITY AGREEMENTMezzanine Loan and Security Agreement • September 29th, 2016 • Quantenna Communications Inc • Semiconductors & related devices • Delaware
THIS MEZZANINE LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 17, 2016 (the “Effective Date”) by and between SILICON VALLEY BANK, a California corporation (“Bank”), and QUANTENNA COMMUNICATIONS, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
INDUSTRIAL LEASELease • September 29th, 2016 • Quantenna Communications Inc • Semiconductors & related devices • California
Shares QUANTENNA COMMUNICATIONS, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTQuantenna Communications Inc • October 17th, 2016 • Semiconductors & related devices • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Quantenna Communications, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley (the “Underwriters”), of shares (the “Shares”) of the common stock, par value $0.0001 per share, of the Company (the “Common Stock”).
TRANSITION AGREEMENT AND RELEASETransition Agreement and Release • May 1st, 2018 • Quantenna Communications Inc • Semiconductors & related devices • California
CONSULTING AGREEMENTConsulting Agreement • May 1st, 2018 • Quantenna Communications Inc • Semiconductors & related devices • California
all payments, fees, severance, reimbursable expenses, stock, stock options, vesting, and any and all other compensation due to Consultant.
Re: Agreement Regarding Investment in Series F Preferred Stock FinancingLetter Agreement • October 17th, 2016 • Quantenna Communications Inc • Semiconductors & related devices • California
This letter agreement (this “Letter Agreement”) will confirm our agreement that in connection with its investment in Quantenna Communications, Inc.’s (the “Company”) Series F Preferred Stock financing (the “Financing”), and for other good and valuable consideration, the receipt and sufficiency are hereby acknowledged, Open Joint Stock Company “RUSNANO” will be entitled to certain additional rights with respect to its shares of Series F-1 Preferred Stock (and Series F-2 Preferred Stock, as applicable), as described below.
