SUPER MICRO COMPUTER, INC. 2,100,700 Shares of Common Stock, par value $0.001 per share Underwriting AgreementSuper Micro Computer, Inc. • December 5th, 2023 • Electronic computers • New York
Super Micro Computer, Inc., 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 2,000,000 shares of common stock, par value $0.001 per share, of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of 100,700 shares of common stock, par value $0.001 per share, of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 315,105 shares of common stock, par value $0.001 per share, 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
8,000,000 Shares SUPER MICRO COMPUTER, INC. COMMON STOCK (PAR VALUE $0.001) UNDERWRITING AGREEMENTUnderwriting Agreement • March 27th, 2007 • Super Micro Computer, Inc. • Electronic computers • New York
The undersigned understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch” or the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Super Micro Computer, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several underwriters, including the Representatives (the “Underwriters”), of shares (the “Shares”) of the Common Stock, par value $0.001 of the Company (the “Common Stock”).
CREDIT AGREEMENT Dated as of June 30, 2016 among SUPER MICRO COMPUTER, INC., as the Company, SUPER MICRO COMPUTER B.V.as Designated Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as the Guarantors, BANK OF AMERICA,...Credit Agreement • August 26th, 2016 • Super Micro Computer, Inc. • Electronic computers • New York
This CREDIT AGREEMENT is entered into as of June 30, 2016, among SUPER MICRO COMPUTER, INC., a Delaware corporation (the “Company”), the Guarantors (defined herein), SUPER MICRO COMPUTER B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) formed under the laws of the Netherlands and registered with the Trade Register of the Dutch Chamber of Commerce under number 17102792, as the “Designated Borrower” hereunder and not as a Guarantor (in such capacity, the “Designated Borrower” and, together with the Company, the “Borrowers” and each a “Borrower”), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.
SUPER MICRO COMPUTER, INC. STOCK OPTION AGREEMENTStock Option Agreement • January 18th, 2007 • Super Micro Computer, Inc. • Electronic computers • California
Super Micro Computer, Inc. has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Super Micro Computer, Inc. 2006 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Option (the “Plan Prospectus”), (b)
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • November 2nd, 2006 • Super Micro Computer, Inc. • California
THIS BUSINESS LOAN AGREEMENT dated November 1, 2005, is made and executed between Super Micro Computer, Inc. (“Borrower”) and Far East National Bank (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement (“Loan”). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
SUPER MICRO COMPUTER, INC. RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • April 22nd, 2016 • Super Micro Computer, Inc. • Electronic computers • California
Super Micro Computer, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (each a “Unit”) subject to the terms and conditions set forth in the Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms conditions of the Super Micro Computer, Inc. 2016 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Plan Prospectus”), (b) accepts the Award s
INDEMNITY AGREEMENTIndemnity Agreement • January 18th, 2007 • Super Micro Computer, Inc. • Electronic computers • Delaware
This Indemnity Agreement, dated as of , , is made by and between Super Micro Computer, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
SUPER MICRO COMPUTER, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as TrusteeSuper Micro Computer, Inc. • February 28th, 2024 • Electronic computers • New York
INDENTURE, dated as of February 27, 2024, between Super Micro Computer, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, not in its individual capacity but solely as trustee, registrar, paying agent and conversion agent (the “Trustee”).
SUPER MICRO COMPUTER, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • January 18th, 2007 • Super Micro Computer, Inc. • Electronic computers • California
Super Micro Computer, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock (the “Grant Notice”) to which this Restricted Stock Agreement (the “Agreement”) is attached an Award consisting of Shares subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to the Super Micro Computer, Inc. 2006 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the Shares (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms and conditions of the Grant Notice, this Agreement and the Plan and (c) agrees to accept
COMMERCIAL SECURITY AGREEMENTSecurity Agreement • November 2nd, 2006 • Super Micro Computer, Inc. • California
Execution Version 1 144236444_6 FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated to be effective as of March 3, 2022 (this “Amendment”) is made among SUPER MICRO COMPUTER, INC., a Delaware...Loan and Security Agreement • March 4th, 2022 • Super Micro Computer, Inc. • Electronic computers
SUPER MICRO COMPUTER, INC. RESTRICTED STOCK UNITS AGREEMENT (One-Year Vesting, Pro-Rata at Termination)Restricted Stock Units Agreement • November 5th, 2021 • Super Micro Computer, Inc. • Electronic computers • Delaware
Super Micro Computer, Inc., a Delaware corporation (the “Company”) has granted to the Grantee named in the Notice of Grant of Restricted Stock Units (the “Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an award consisting of Restricted Stock Units (the “RSUs”) subject to the terms and conditions set forth in the Notice and this Agreement. The award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Super Micro Computer, Inc. 2020 Equity and Incentive Compensation Plan (the “Plan”), the provisions of which are incorporated herein by reference.
SUPER MICRO COMPUTER, INC. NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • August 27th, 2021 • Super Micro Computer, Inc. • Electronic computers • Delaware
Super Micro Computer, Inc., a Delaware corporation (the “Company”) has granted to the Grantee named in the Notice of Grant of Stock Option (the “Notice”) to which this Nonqualified Stock Option Award Agreement (the “Agreement”) is attached an award consisting of Option Rights to purchase shares of Common Stock (the “Option”) subject to the terms and conditions set forth in the Notice and this Agreement. The award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Super Micro Computer, Inc. 2020 Equity and Incentive Compensation Plan (the “Plan”), the provisions of which are incorporated herein by reference.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 17th, 2019 • Super Micro Computer, Inc. • Electronic computers • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of May 5, 2017, and is entered into by and among SUPER MICRO COMPUTER, INC., a Delaware corporation (the “Company”), SUPER MICRO COMPUTER B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) formed under the laws of the Netherlands and registered with the Trade Register of the Dutch Chamber of Commerce under number 17102792, as the “Designated” hereunder and not as a Guarantor (in such capacity, the “Designated Borrower” and, together with the Company, the “Borrowers” and each a “Borrower”), the Guarantors party hereto, the Lenders party hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
SUPER MICRO COMPUTER, INC. INCENTIVE STOCK OPTION AWARD AGREEMENTIncentive Stock Option Award Agreement • August 27th, 2021 • Super Micro Computer, Inc. • Electronic computers • Delaware
Super Micro Computer, Inc., a Delaware corporation (the “Company”) has granted to the Grantee named in the Notice of Grant of Stock Option (the “Notice”) to which this Incentive Stock Option Award Agreement (the “Agreement”) is attached an award consisting of Option Rights to purchase shares of Common Stock (the “Option”) subject to the terms and conditions set forth in the Notice and this Agreement. The award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Super Micro Computer, Inc. 2020 Equity and Incentive Compensation Plan (the “Plan”), the provisions of which are incorporated herein by reference.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 19th, 2019 • Super Micro Computer, Inc. • Electronic computers
effective as of June 27, 2019 (this “Amendment”) is made among SUPER MICRO COMPUTER, INC., a Delaware corporation (“SMCI”, together with any other party hereto as a Borrower, individually, a “Borrower” and, collectively, the “Borrowers”), the Lenders (as defined below) party to this Amendment, and BANK OF AMERICA, N.A., a national banking association (“Bank of America”), as administrative agent for the Lenders (in such capacity, “Agent”).
SUPER MICRO COMPUTER, INC. STOCK OPTION AGREEMENTOption Agreement • April 22nd, 2016 • Super Micro Computer, Inc. • Electronic computers • California
Super Micro Computer, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Stock Option (the “Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Super Micro Computer, Inc. 2016 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Option (the “Plan Prospectus”), (b) accep
SUPER MICRO COMPUTER, INC. STOCK OPTION EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENTStock Option Exercise • December 2nd, 2008 • Super Micro Computer, Inc. • Electronic computers • California
This Agreement (“Agreement”) is made as of November 26, 2008 (the “Purchase Date”), by and between Super Micro Computer, Inc., a Delaware corporation (the “Company”), and Shiow-Meei Liaw (“Purchaser”).
SUPER MICRO COMPUTER INC. PRODUCT MANUFACTURING AGREEMENTProduct Manufacturing Agreement • March 12th, 2007 • Super Micro Computer, Inc. • Electronic computers • California
This Product Manufacturing Agreement (“Agreement”) is entered into on this 16th day of April, 2004 (“Effective Date”), by and between SUPER MICRO COMPUTER INC. having its principal place located at 980 ROCK AVE, SAN JOSE, CA 95131 (“SMC”), and TATUNG COMPANY (“Manufacturer”).
PRODUCT MANUFACTURING AGREEMENT BETWEEN Supermicro Computer Inc. CA 95131, U.S.A. AND ABLECOM Technology Inc.Product Manufacturing Agreement • March 12th, 2007 • Super Micro Computer, Inc. • Electronic computers • California
This Product manufacturing Agreement (“Agreement”), made and entered into on January 8, 2007 (“Effective Date”), by and between Supermicro Computer Inc., a corporation organized and existing under the laws of United States of American and having its principal place of business at 980 Rock Ave., San Jose, CA95131 (hereinafter referred to as “SMC”) and ABLECOM Technology Inc., a corporation organized and existing under the laws of Taiwan, R. O. C., and having its principal place of business at 5th Floor, No. 228, Lian-Cheng Rd., Chung-Ho City, Taipei County, 235 Taiwan, R. O. C. (hereinafter referred to as “ABLECOM”)
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • September 24th, 2013 • Super Micro Computer, Inc. • Electronic computers • California
day of September, 2013 (“Effective Date”) by and between San Jose Mercury News, LLC, a California limited liability company (“Seller”) and Super Micro Computer, Inc., a Delaware corporation (“Buyer”).
s/ Super Micro Incorporation, Taiwan Company stamp (For cross out below) /s/ CHUN-LAI HSU CHUN-LAI HSU personal stamp /s/ Super Micro Incorporation, Taiwan Company stamp (for cross out below) /s/ CHUN-LAI HSU CHUN-LAI HSU personal stampSuper Micro Computer, Inc. • January 13th, 2022 • Electronic computers
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [_______] (“Dealer”)[, represented by [AGENT] (“Agent”),] and Super Micro Computer, Inc., a Delaware...Purchase Agreement • February 28th, 2024 • Super Micro Computer, Inc. • Electronic computers • New York
The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”), are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Offering Memorandum, dated February 22, 2024 (the “Offering Memorandum”), relating to the 0.00% Convertible Senior Notes due 2029 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial principal amount of USD 1,500,000,000 (as increased by [up to]1 an aggregate principal amount of USD 225,000,000] [if and to the extent that]2[pursuant to the exercise by]3 the Initial Purchasers (as defined below) [exercise]4[of]5 their opt
January 12, 2018Super Micro Computer, Inc. • January 17th, 2018 • Electronic computers
LOAN AGREEMENTLoan Agreement • September 7th, 2010 • Super Micro Computer, Inc. • Electronic computers • California
This Loan Agreement (this “Agreement”) dated as of June 17, 2010, is between Bank of America, N.A. (the “Bank”) and Super Micro Computer, Inc., a Delaware corporation (the “Borrower”).
AMENDMENT NO. 4 TO LOAN AGREEMENTLoan Agreement • September 10th, 2015 • Super Micro Computer, Inc. • Electronic computers
This Amendment No. 4 (the "Amendment") dated as of June 19, 2015, is between Bank of America, N.A. (the "Bank") and Super Micro Computer, Inc., a Delaware corporation (the "Borrower").
SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 22nd, 2024 • Super Micro Computer, Inc. • Electronic computers
This SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated to be effective as of February 21, 2024 (this “Amendment”) is made among SUPER MICRO COMPUTER, INC., a Delaware corporation (“SMCI”, together with any other party hereto as a Borrower, individually, a “Borrower” and, collectively, the “Borrowers”), the Lenders (as defined below) party to this Amendment, and BANK OF AMERICA, N.A., a national banking association (“Bank of America”), as administrative agent for the Lenders (in such capacity, “Agent”).
Mega International Commercial Bank Credit Authorization AgreementCredit Authorization Agreement • April 28th, 2022 • Super Micro Computer, Inc. • Electronic computers
The party to this Agreement, Super Micro Computer, Inc. Taiwan (hereinafter referred to as the "Contracting Party") and Mega International Commercial Bank Co., Ltd. (hereinafter referred to as the "Bank") hereby agree that all credit authorization business between the Contracting Party and the Bank shall be processed in accordance with the terms and conditions set forth below:
ContractSuper Micro Computer, Inc. • October 12th, 2021 • Electronic computers
November 13th, 2014Super Micro Computer, Inc. • February 9th, 2015 • Electronic computers
April 26, 2016Super Micro Computer, Inc. • May 6th, 2016 • Electronic computers
Reference is made to that certain Loan Agreement dated as of June 17, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Loan Agreement"), between Bank of America, N.A. ("Bank") and Super Micro Computer, Inc., a Delaware corporation (' Borrower"). Capitalized terms used and not otherwise defined herein shall have the ascribed meanings as set forth in the Loan Agreement.
AMENDMENT NO. 1 TO LOAN AGREEMENTLoan Agreement • November 7th, 2011 • Super Micro Computer, Inc. • Electronic computers
This Amendment No. 1 (the “Amendment”) dated as of August 15, 2011, is between Bank of America, N.A. (the “Bank”) and Super Micro Computer, Inc., a Delaware corporation (the “Borrower”).
Standing Loan AgreementStanding Loan Agreement • November 2nd, 2006 • Super Micro Computer, Inc. • California
This Standing Loan Agreement, dated as of March 22, 2001, is between Super Micro Computer, Inc., a California corporation (“Borrower”) and Bank of America, N.A. and its successors and assigns (“Bank”).
September 7, 2018Super Micro Computer, Inc. • September 12th, 2018 • Electronic computers
October 28, 2019Super Micro Computer, Inc. • December 19th, 2019 • Electronic computers
This letter refers to that certain Loan and Security Agreement dated as of April 19, 2018 (as amended, restated, amended or restated, extended, supplemented, or otherwise modified from time to time, the “Loan Agreement”; each capitalized term used but not defined herein shall have the meaning ascribed thereto in the Loan Agreement), by and among SUPER MICRO COMPUTER, INC., a Delaware corporation (“SMCI”; together with any other party joined thereto after the U.S. Closing date as a “U.S. Borrower”, individually, each a “U.S. Borrower” and collectively, the “U.S. Borrowers”), upon the Dutch Closing Date (as defined in the Loan Agreement), which has not yet occurred as of the date hereof, SUPER MICRO COMPUTER B.V., a private limited liability company formed under the laws of the Netherlands and registered with the Trade Register of the Dutch Chamber of Commerce under number 17102792 (“SMCI BV”, together with any other party joined thereto after the Dutch Closing Date as a “Dutch Borrower”
