8,325,000 Shares GIGOPTIX, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 19th, 2013 • GigOptix, Inc. • Semiconductors & related devices • California
GigOptix, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named on Schedule I hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 8,325,000 authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company. The Company also proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters an aggregate of up to 1,248,750 additional shares of Common Stock (the “Additional Shares”), as may be necessary to cover over-allotments made in connection with the offering. The Firm Shares and Additional Shares are collectively referred to as the “Shares.” Roth Capital Partners, LLC (“Roth”) is acting as representative of the several Underwriters and in such capacity is hereinafter referred to as the “Representative”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 13th, 2011 • GigOptix, Inc. • Semiconductors & related devices • Delaware
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 9, 2011 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and GIGOPTIX, INC., a Delaware corporation (“GigOptix”), CHIPX, INCORPORATED, a Delaware corporation (“ChipX” and together with GigOptix, the “Existing Borrowers”), and ENDWAVE CORPORATION, a Delaware corporation (“Endwave” and together with the Existing Borrowers, individually and collectively, jointly and severally, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
ContractGigOptix, Inc. • April 28th, 2010 • 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 AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND IS NOT TRANSFERABLE EXCEPT AS PROVIDED HEREIN Lumera Corporation PURCHASE WARRANT Issued to: Exercisable to Purchase [ ] Shares of Common Stock of LUMERA CORPORATION Void after...GigOptix, Inc. • March 31st, 2009 • Semiconductors & related devices • Oregon
This is to certify that, for value received and subject to the terms and conditions set forth below, the Warrantholder (as defined below) is entitled to purchase, and the Company promises and agrees to sell and issue to the Warrantholder, at any time on or after , 2005 and on or before , 2009, up to [ ] Shares (as defined below) at a per share exercise price equal to the Exercise Price (as defined below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 21st, 2011 • GigOptix, Inc. • Semiconductors & related devices • Delaware
Both the Company and Indemnitee recognize that highly competent persons have become more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation.
AGREEMENT AND PLAN OF MERGER by and among INTEGRATED DEVICE TECHNOLOGY, INC., GLIDER MERGER SUB, INC., and GIGPEAK, INC. Dated as of February 13, 2017Agreement and Plan of Merger • February 13th, 2017 • GigPeak, Inc. • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of February 13, 2017 (as amended, restated, modified or supplemented from time to time, this “Agreement”), by and among Integrated Device Technology, Inc., a Delaware corporation (“Parent”), Glider Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Purchaser”) and GigPeak, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement, unless the context clearly indicates otherwise.
FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 23rd, 2016 • GigPeak, Inc. • Semiconductors & related devices • California
This First Amended and Restated EMPLOYMENT AGREEMENT (the “Agreement”) made and entered into by and between GigPeak, Inc., a Delaware corporation (the “Company”) and Darren Ma (the “Executive” and, with the Company, the “Parties”), dated as of November 17, 2016 (the “Effective Date”), amends and restates in its entirety, Executive’s Employment Agreement with the Company dated as of December 17, 2014.
ContractGigOptix, Inc. • April 28th, 2010 • 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 AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
9,500,000 Shares GIGOPTIX, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 21st, 2015 • GigOptix, Inc. • Semiconductors & related devices • California
GigOptix, Inc., a Delaware corporation (the “Company”) proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named on Schedule I hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 9,218,000 shares (the “Firm Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), and the persons listed in Schedule II hereto (the “Selling Stockholders”), as stockholders of the Company, propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 282,000 shares of Common Stock (the “Selling Stockholder Shares”), with each Selling Stockholder selling the number of shares set forth opposite such Selling Stockholder’s name in Schedule II hereto. The Company also proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters an aggregate of up to 1,425,000 additional shares of Common Stock (the “Additional Shares”), as may be necessary to
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 14th, 2013 • GigOptix, Inc. • Semiconductors & related devices • Delaware
This SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 25, 2013 (the “Effective Date”) is among SILICON VALLEY BANK, a California corporation (“Bank”), and GIGOPTIX, INC., a Delaware corporation (“GigOptix”), CHIPX, INCORPORATED, a Delaware corporation and wholly-owned Subsidiary of GigOptix (“ChipX”), and ENDWAVE CORPORATION, a Delaware corporation and wholly-owned Subsidiary of GigOptix (“Endwave” and together with GigOptix and ChipX, individually and collectively, jointly and severally, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 23rd, 2016 • GigPeak, Inc. • Semiconductors & related devices • California
This Fourth Amended and Restated EMPLOYMENT AGREEMENT (the “Agreement”) made and entered into by and between GigPeak, Inc., a Delaware corporation (the “Company”) and Raluca Dinu (the “Executive” and, with the Company, the “Parties”), dated as of November 17, 2016 (the “Effective Date”), amends and restates in its entirety, Executive’s Third Amended and Restated Employment Agreement with the Company dated as of August 3, 2015.
ContractGigOptix, Inc. • January 29th, 2009 • 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 AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
ContractGigOptix, Inc. • March 3rd, 2011 • Semiconductors & related devices • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 29th, 2009 • GigOptix, Inc. • Semiconductors & related devices • Idaho
This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 5, 2007, between SILICON VALLEY BANK, a California chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (“Bank”) and GigOptix, LLC, an Idaho limited liability company, with offices at 2400 Geng Road #11, Palo Alto, CA 94303 (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
October 24, 2007 Stephen C. Johnson RE: GigOptix LLC — External Board Member Offer & Agreement Dear Steve: We are pleased to offer you a position as a member of the Management Board of GigOptix LLC (“Company”). We believe your contribution will help...Confidentiality and Nondisclosure Agreement • September 8th, 2008 • GigOptix, Inc. • California
This offer is for your participation on the Management Board of the Company for a term effective August 1, 2007 through December 31, 2008 and replaces in its entirety the offer to participate in the iTerra-NewCo Management Board dated July 18, 2007 including all Options for Membership Units subject to that Agreement. The Company may terminate your Management Board membership with the Company, by a majority vote of the GigOptix Members, at any time, in accordance with the Company Operating Agreement.
EMBARCADERO PLACE PALO ALTO, CALIFORNIA OFFICE LEASE AGREEMENT BETWEEN EOP- EMBARCADERO PLACE, L.L.C. (“LANDLORD”) AND ITERRA COMMUNICATIONS LLC (“TENANT”)Office Lease Agreement • October 24th, 2008 • GigOptix, Inc. • Semiconductors & related devices
THIS OFFICE LEASE AGREEMENT (this “Lease”) is made and entered into as of the 21st day of March, 2005, by and between EOP-EMBARCADERO PLACE, L.L.C., a Delaware limited liability company (“Landlord”) and ITERRA COMMUNICATIONS LLC, an Idaho limited liability company (“Tenant”). The following exhibits and attachments are incorporated into and made a part of the Lease: Exhibit A (Outline and Location of Premises), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), Exhibit F (Additional Provisions), Exhibit G (Parking Agreement), Exhibit H (Intentionally Omitted), Exhibit I-1 (Hazardous Materials) and Exhibit I-2 (Hazardous Materials Questionnaire).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 7th, 2011 • GigOptix, Inc. • Semiconductors & related devices • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of February 4, 2011 (the “Agreement Date”) by and among GigOptix, Inc., a Delaware corporation (“GigOptix”), Aerie Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of GigOptix (“Merger Sub”), and Endwave Corporation, a Delaware corporation (“Endwave”), with respect to the following facts:
February 28, 2017 Raluca Dinu Dear Raluca:GigPeak, Inc. • March 6th, 2017 • Semiconductors & related devices
This letter supersedes and replaces the offer letter issued to and accepted by you on February 7, 2017. As you know, Integrated Device Technology, Inc. (“IDT”) and GigPeak, Inc. (“GigPeak”) are entering into an agreement pursuant to which GigPeak will become a wholly owned subsidiary of IDT (the “Merger”). In connection with the Merger, we are pleased to offer you the following employment package with IDT. Effective immediately at the closing of the merger, your title with IDT will be Vice President, General Manager, reporting directly to Sean Fan in our San Jose office.
Legacy Baytech Park Lease Agreement Basic Lease InformationLease Agreement • June 21st, 2011 • GigOptix, Inc. • Semiconductors & related devices • California
GIGOPTIX, INC. 2,000,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • July 1st, 2010 • GigOptix, Inc. • Semiconductors & related devices • New York
I, , in my capacity as Secretary of GigOptix, Inc., a Delaware corporation (the “Company”), do hereby certify on behalf of the Company that:
VOTING AGREEMENTVoting Agreement • November 10th, 2009 • GigOptix, Inc. • Semiconductors & related devices • Delaware
This VOTING AGREEMENT (this “Agreement”), is made and entered into this 9th day of November 2009 by and among Ahoy Acquisition Corporation, a Delaware corporation (“Merger Sub”), and the undersigned stockholders (collectively, the “Stockholders” and individually, a “Stockholder”) of ChipX, Incorporated, a Delaware corporation (the “Company”).
GIGOPTIX, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent AMENDED AND RESTATED RIGHTS AGREEMENT Dated as of December 16, 2014Rights Agreement • December 19th, 2014 • GigOptix, Inc. • Semiconductors & related devices • Delaware
This Amended and Restated Rights Agreement (“Rights Agreement”), dated as of December 16, 2014, between GigOptix, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the “Rights Agent”).
CHIPX, INCORPORATED BRIDGE BANK, N.A. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 16th, 2009 • GigOptix, Inc. • Semiconductors & related devices • California
This LOAN AND SECURITY AGREEMENT is entered into as of December 9, 2008, by and between BRIDGE BANK, N.A. (“Bank”) and CHIPX, INCORPORATED (“Borrower”).
WARRANT TO PURCHASE STOCKGigOptix, Inc. • April 30th, 2010 • Semiconductors & related devices • California
THIS WARRANT CERTIFIES THAT AGILITY CAPITAL, LLC or registered assignee (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares (the “Shares”) of Common Stock of GIGOPTIX, INC. (the “Company”), in the number, at the price, and for the term specified above. The Exercise Price shall be equal to the lower of (i) the price specified above or (ii) the price paid in the next sale or issuance of Shares after the Issue Date, if any, by 90 days of the Issue Date, in which Company receives at least $500,000. Upon the occurrence of an Event of Default under the Loan Agreement between Holder and Company dated as of the Issue Date (the “Loan Agreement”), Holder may acquire (i) an additional 25,000 Shares under this Warrant, with an exercise price equal to the average closing price of Company’s common stock for the 15 days before the date of the occurrence of the Event of Default, and (ii) an additional 35,000 Shares on each thirtieth day thereafter for so long as the Ev
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • March 7th, 2017 • GigPeak, Inc. • Semiconductors & related devices • California
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (the “Noncompetition Agreement”) is being executed and delivered as of February 13, 2017, by Dr. Avi Katz (“Executive”), in favor of, and for the benefit of Integrated Device Technology. Inc., a Delaware corporation (“Parent”), and the other Beneficiaries. Certain capitalized terms used in this Noncompetition Agreement are defined in Section 14.
EMPLOYMENT, CONFIDENTIALITY AND NONCOMPETITION AGREEMENTEmployment, Confidentiality and Noncompetition Agreement • September 8th, 2008 • GigOptix, Inc. • California
This Employment, Confidentiality and Noncompetition Agreement (this “Agreement”) is made and entered into as of the 1 day of January 2008, by and between GigOptix LLC, a California limited liability company (herein referred to as “Company”) and Michael Forman (“Employee”).
SECOND AMENDMENTSecond Amendment • December 15th, 2009 • GigOptix, Inc. • Semiconductors & related devices
THIS SECOND AMENDMENT (this “Amendment”) is made and entered into as of December 9, 2009, by and between EOP-EMBARCADERO PLACE, L.L.C., a Delaware limited liability company (“Landlord”), and GIGOPTIX, INC., a Delaware corporation (“Tenant”).
February 7, 2017 Andrea Betti-BeruttoGigPeak, Inc. • February 13th, 2017 • Semiconductors & related devices
As you know, Integrated Device Technology, Inc. (“IDT”) and GigPeak, Inc. (“GigPeak”) are entering into an agreement pursuant to which GigPeak will become a wholly owned subsidiary of IDT (the “Merger”). In connection with the Merger, we are pleased to offer you the following employment package with IDT. Effective immediately at the closing of the merger, your title with IDT will be Fellow in our San Jose office.
AMENDMENT NO. 1 to Comprehensive Settlement Agreement and Mutual Release of Claims between ChipX, Inc., GigOptix, Inc., and National Instruments CorporationComprehensive Settlement Agreement • March 27th, 2012 • GigOptix, Inc. • Semiconductors & related devices
This Amendment No. 1 (this “Amendment”), effective as of the 14th day of February, 2012, is made and entered into by and between ChipX, Inc. (“ChipX”), GigOptix, Inc., and National Instruments Corporation (“NI”) (collectively, the “Parties”).
VIA HAND DELIVERYGigOptix, Inc. • March 17th, 2015 • Semiconductors & related devices
Further to our recent discussion, this letter (“Agreement”) confirms that you have decided to end your employment with GigOptix, Inc., a Delaware Corporation (“GigOptix”) and GigOptix has agreed to accept your resignation, effective November 17, 2014. This letter also will confirm that GigOptix is agreeable to offering you a special separation package in connection with the cessation of your employment. Set forth below are the terms of the separation package which GigOptix is offering you:
THIRD AMENDMENT TO SCHNITZER NORTH CREEK LEASE AGREEMENTSchnitzer North Creek • October 7th, 2009 • GigOptix, Inc. • Semiconductors & related devices
THIS THIRD AMENDMENT TO SCHNITZER NORTH CREEK LEASE AGREEMENT (this “Amendment”) is dated for reference purposes as of the 30th day of September, 2009, by and between S/I NORTHCREEK III, LLC, a Washington limited liability company (“Landlord”), and GIGOPTIX, INC., a Delaware corporation (“Tenant”).
Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 10th, 2016 • GigPeak, Inc. • Semiconductors & related devices • New York
GigPeak, Inc., a Delaware corporation (the “Company”) proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named on Schedule I hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 11,319,643 shares (the “Firm Shares”) of common stock, par value $0.001 per share (the “Common Stock”) of the Company, and the persons listed in Schedule II-A hereto (the “Management Selling Stockholders”) and Schedule II-B hereto (the “Investcorp Selling Stockholders” and, together with the Management Selling Stockholders, the “Selling Stockholders”), as stockholders of the Company, propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 1,180,357 shares of Common Stock (the “Selling Stockholder Shares”), with each Selling Stockholder selling the number of shares set forth opposite such Selling Stockholder’s name in Schedule II hereto. The Company also proposes, subject to the terms and c
FIRST AMENDMENTFirst Amendment • January 29th, 2009 • GigOptix, Inc. • Semiconductors & related devices
THIS FIRST AMENDMENT (the “Amendment”) is made and entered into as of January 26, 2009, by and between EOP-EMBARCADERO PLACE, L.L.C., a Delaware limited liability company (“Landlord”), and GIGOPTIX, INC. a Delaware corporation (“Tenant”).
AGREEMENTAgreement • November 28th, 2011 • GigOptix, Inc. • Semiconductors & related devices • California
This Agreement is made and entered into by and between C. James Judson (hereinafter, “Judson”) and GigOptix, Inc., a Delaware Corporation (hereinafter, “GigOptix”), for the consideration and mutual promises hereinafter stated.
THIRD AMENDMENTOffice Lease Agreement • November 15th, 2011 • GigOptix, Inc. • Semiconductors & related devices
THIS THIRD AMENDMENT (this "Amendment") is made and entered into as of October 6, 2011, by and between EOP-EMBARCADERO PLACE, L.L.C., a Delaware limited liability company ("Landlord"), and GIGOPTIX, INC., a Delaware corporation ("Tenant").
