EXHIBIT E LOCK-UP AGREEMENTLock-Up Agreement • June 10th, 2019 • Emcore Corp • Semiconductors & related devices • Delaware
Concurrently with the execution of this Lock-up Agreement (the “Agreement”), The Resilience Fund IV, L.P., a Delaware limited partnership and The Resilience Fund IV-A, L.P., a Delaware limited partnership (collectively, the “Sellers”), Aerospace Newco Holdings, Inc., a Delaware corporation (“Holdings”), Systron Donner Inertial, Inc., a Delaware corporation, EMCORE Corporation, a New Jersey corporation (“Parent”) and Ember Acquisition Sub, a Delaware corporation and a wholly-owned subsidiary of Parent (“Parent Sub”) are entering into a Purchase and Sale Agreement (the “Purchase Agreement”) pursuant to which Parent Sub will purchase the 100% of the outstanding equity securities of Holdings from Sellers (the “Purchase”) in exchange for a combination of cash and shares of common stock, no par value, of Parent (the “Common Stock”). Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Purchase Agreement.
PURCHASE AND SALE AGREEMENT by and among THE RESILIENCE FUND IV, L.P., THE RESILIENCE FUND IV-A, L.P., AEROSPACE NEWCO HOLDINGS, INC., EMCORE CORPORATION, AND EMBER ACQUISITION SUB, INC. Dated as of June 7, 2019Purchase and Sale Agreement • June 10th, 2019 • Emcore Corp • Semiconductors & related devices • Delaware
This PURCHASE AND SALE AGREEMENT (this “Agreement”) dated as of June 7, 2019, by and among The Resilience Fund IV, L.P., a Delaware limited partnership and The Resilience Fund IV-A, L.P., a Delaware limited partnership (collectively, the “Seller”), Aerospace Newco Holdings, Inc., a Delaware corporation (“Holdings”), EMCORE Corporation, a New Jersey corporation (“Parent”) and Ember Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Parent Sub”, and collectively with Parent, “Buyers”). Exhibit A contains definitions, or references to the definitions, of the capitalized terms used in this Agreement. Seller and Buyers are each referred to herein individually as a “Party” and collectively as the “Parties.”
