Anadigics Inc Sample Contracts

ISSUER TO
Anadigics Inc • December 13th, 2001 • Semiconductors & related devices • New York
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EXHIBIT 2.0 STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 6th, 2001 • Anadigics Inc • Semiconductors & related devices • New York
COMMON STOCK PAR VALUE $.01 PER SHARE
Underwriting Agreement • September 9th, 1999 • Anadigics Inc • Semiconductors & related devices • New York
BETWEEN
Registration Rights Agreement • September 28th, 2004 • Anadigics Inc • Semiconductors & related devices • New York
and
Rights Agreement • December 23rd, 1998 • Anadigics Inc • Semiconductors & related devices • New York
LEASE
Lease • January 31st, 1997 • Anadigics Inc • Semiconductors & related devices • Somerset
W I T N E S S E T H:
First Amendment • January 31st, 1997 • Anadigics Inc • Semiconductors & related devices • New Jersey
LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • October 27th, 2014 • Anadigics Inc • Semiconductors & related devices • Delaware

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 24, 2014 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and ANADIGICS, 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:

AMENDMENT NO. 1 TO THE
Shareholder Rights Agreement • December 4th, 2000 • Anadigics Inc • Semiconductors & related devices • New York
Exhibit I JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the...
Joint Filing Agreement • May 6th, 2005 • Anadigics Inc • Semiconductors & related devices

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, $.01 par value, of ANADIGICS, Inc., a Delaware corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

10,000,000 Shares* ANADIGICS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • March 14th, 2013 • Anadigics Inc • Semiconductors & related devices • New York

Anadigics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell 10,000,000 shares (the “Firm Shares”) of the Company’s Common Stock, $0.01 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 1,500,000 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.”

EXHIBIT 4.2 ANADIGICS, INC. Issuer AND THE BANK OF NEW YORK Trustee INDENTURE
Anadigics Inc • December 22nd, 2003 • Semiconductors & related devices • New York
9,200,000 shares of common stock, par value $0.01 per share ANADIGICS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • March 15th, 2006 • Anadigics Inc • Semiconductors & related devices • New York
At-the-Market Issuance Sales Agreement
Anadigics Inc • August 26th, 2015 • Semiconductors & related devices • New York
Timothy Laverick [Address] Subject: Employment Agreement
Anadigics Inc • August 7th, 2014 • Semiconductors & related devices • New Jersey

This agreement (the “Agreement”) is made and entered into effective as of the date hereof, by and between ANADIGICS, Inc., a Delaware corporation (the “Corporation”) and Timothy Laverick, an executive employee of the Corporation.

Subject: Employment Agreement Dear Ali,
Anadigics Inc • January 5th, 2007 • Semiconductors & related devices

The Board of Directors discussed in February and approved on 24 May 2000 entering into employment agreements with the executives of the Company. This agreement is made and entered into effective as of the 25th day of July 2000, by and between ANADIGICS, Inc. a Delaware corporation (the “Corporation”), and Ali Khatibzadeh, an executive employee of the Corporation.

Mr. Thomas Shields 25 July 2000 Sr. VP & Chief Financial Officer
Anadigics Inc • March 29th, 2002 • Semiconductors & related devices
Anadigics, Inc. 35 Technology Drive Warren, New Jersey 07059
Anadigics Inc • July 28th, 1999 • Semiconductors & related devices
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AGREEMENT AND PLAN OF MERGER by and among ANADIGICS, INC., II-VI INCORPORATED and Regulus Acquisition Sub, Inc. dated as of JANUARY 15, 2016
Agreement and Plan of Merger • January 19th, 2016 • Anadigics Inc • Semiconductors & related devices • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 15, 2016 by and among: (i) ANADIGICS, INC., a Delaware corporation (the “Company”); (ii) II-VI INCORPORATED, a Pennsylvania corporation (“Parent”); and (iii) REGULUS ACQUISITION SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 29th, 2016 • Anadigics Inc • Semiconductors & related devices • Delaware

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of February 26, 2016 (the “Effective Date”) between II-VI INCORPORATED, a Pennsylvania corporation (“Lender”), and ANADIGICS, INC., a Delaware corporation (“Borrower”), provides the terms on which Lender shall lend to Borrower and Borrower shall repay Lender. The parties agree as follows:

Mr. Ron Michels January 27, 2009 Senior Vice President and General Manager of Broadband Business Subject: Employment Agreement Dear Ron,
Anadigics Inc • January 30th, 2009 • Semiconductors & related devices

The Board of Directors discussed in January and approved on January 15, 2009 entering into new employment agreements with the executives of ANADIGICS, Inc. a Delaware corporation (the “Corporation”). This agreement is made and entered into effective as of the 27th day of January 2009, by and between the Corporation, and Ron Michels, an executive employee of the Corporation, and replaces in all respects the employment agreement between the Corporation and Ron Michels, dated as of July 25, 2000, as amended from time to time.

Mr. Ron Michels Subject: Employment Agreement Dear Ron,
Employment Agreement • September 30th, 2013 • Anadigics Inc • Semiconductors & related devices • Delaware

This agreement (the “Agreement”) is made and entered into effective as of October 1, 2013 by and between ANADIGICS, Inc., a Delaware Corporation (the “Corporation”), and Ron Michels (the “Executive”), and replaces in all respects the employment agreement between the Corporation and the Executive, dated as of March 28, 2011, as amended from time to time.

Ronald Rosenzweig 23 July 2007 [Address] Subject: Amendment - Agreement June 1, 1999 - Revision Dear Ron;
Anadigics Inc • August 7th, 2007 • Semiconductors & related devices

This is to confirm the revision made by the Board of Directors Compensation and Human Resources Committee meeting on 23 July 2007 to extend the Agreement dated June 1, 1999 between you and ANADIGICS, Inc. (and extended from July 2, 2002 through July 2, 2003, from July 2, 2003 through July 2, 2004, from July 2, 2004 through July 2, 2005, from July 2, 2005 through July 2, 2006 and from July 2, 2006 through July 2, 2007), regarding your employment by the Company. The existing agreement set to expire July 2, 2007, will be extended with the following terms and conditions:

EXHIBIT 4.1 ANADIGICS, INC. Issuer AND THE BANK OF NEW YORK Trustee INDENTURE
Anadigics Inc • December 22nd, 2003 • Semiconductors & related devices • New York
AMENDED AND RESTATED COLLATERAL ASSIGNMENT OF ACCOUNT
Anadigics Inc • May 2nd, 2014 • Semiconductors & related devices • New York

THIS AMENDED AND RESTATED COLLATERAL ASSIGNMENT OF ACCOUNT (this “Agreement”) entered into as of this 30th day of April, 2014 by and between ANADIGICS, INC., a Delaware corporation, with an address at 141 Mt. Bethel Road, Warren, New Jersey 07059 (the “Assignor”), and PNC BANK, NATIONAL ASSOCIATION, located at PNC Bank Center, Two Tower Center Boulevard, East Brunswick, New Jersey 08816 (“PNC”), as Agent for the Lenders ( as such terms are defined below).

AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT OF ANADIGICS, INC.
Rights Agreement • October 2nd, 2008 • Anadigics Inc • Semiconductors & related devices • New York

This Amendment No. 2 (the “Amendment”) to the Rights Agreement dated as of December 17, 1998 as amended by Amendment No. 1 as of November 30, 2000 (the “Rights Agreement”) between ANADIGICS, INC., a Delaware corporation (the “Company”), and Mellon Investor Services LLC (f/k/a ChaseMellon Shareholder Services, L.L.C.), a New Jersey limited liability company, as Rights Agent, is entered into as of October 2, 2008. Unless the context indicates otherwise, capitalized terms used without definition herein shall have the meanings ascribed to such terms in the Rights Agreement.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 3rd, 2010 • Anadigics Inc • Semiconductors & related devices

AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) dated as of July 28, 2010 between ANADIGICS, Inc. (the “Corporation”) and Greg White (the “Executive”).

Mr. John van Saders Subject: Employment Agreement Dear John,
Anadigics Inc • April 19th, 2011 • Semiconductors & related devices

This agreement (the “Agreement”) is made and entered into effective as of the date hereof, by and between ANADIGICS, Inc., a Delaware corporation (the “Corporation”) and John van Saders, an executive employee of the Corporation.

EMPLOYMENT AGREEMENT
Employment Agreement • December 19th, 2011 • Anadigics Inc • Semiconductors & related devices • New Jersey
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