LEASE AGREEMENT between COBHAM PROPERTIES, INC. as Lessor and M/A-COM TECHNOLOGY SOLUTIONS, INC. as LesseeLease Agreement • August 1st, 2011 • M/a-Com Technology Solutions Holdings, Inc.
THIS LEASE AGREEMENT (this “Lease”) dated as of September 26, 2008, is made and entered into between COBHAM PROPERTIES, INC., a Delaware corporation (“Lessor”), and M/A-COM TECHNOLOGY SOLUTIONS, INC., a Delaware corporation (“Lessee”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 1st, 2011 • M/a-Com Technology Solutions Holdings, Inc. • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 7, 2011, by and among M/A-COM Technology Solutions Inc., a Delaware corporation (“Parent”), Optomai, Inc., a Delaware corporation (the “Company”), Optomai Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), the Company Stockholders listed on Schedule 1-A (the “Principal Stockholders”), and Vivek Rajgarhia, as Stockholders’ Agent (“Stockholders’ Agent”). Parent, the Company, Merger Sub, and the Principal Stockholders are sometimes referred to in this Agreement individually as a “Party,” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings ascribed to them in Article I, unless such terms are defined elsewhere in this Agreement.
LOAN AGREEMENTLoan Agreement • August 1st, 2011 • M/a-Com Technology Solutions Holdings, Inc. • New York
THIS LOAN AGREEMENT (this “Agreement”) is dated as of December 3, 2010, among M/A-COM TECHNOLOGY SOLUTIONS INC., a corporation organized under the laws of the State of Delaware (“M/A-COM Technology”), M/A-COM AUTO SOLUTIONS INC., a corporation organized under the laws of the State of Delaware (“M/A-COM Auto”), LASER DIODE INCORPORATED (“Laser”), a corporation organized under the laws of the State of Nevada, and MIMIX BROADBAND, INC., a corporation organized under the laws of the State of Texas (“Mimix”, and together with M/A-COM Technology, M/A-COM Auto and Laser, each a “Borrower” and, collectively, “Borrowers”), M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC. (“Holdings”), the other Persons party to this Agreement that are designated as a “Guarantor” (together with Holdings, collectively, “Guarantors”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and RBS BUSINESS CAPITAL, a division of RBS Asset Finance, Inc., a corporation o
PURCHASE AGREEMENTPurchase Agreement • August 1st, 2011 • M/a-Com Technology Solutions Holdings, Inc. • New York
This Purchase Agreement (this “Agreement”) is made and entered into as of this 30th day of March, 2009 by and among Cobham Defense Electronic Systems Corporation, Inc., a Massachusetts corporation (“CDES”), Lockman Electronic Holdings Limited, a corporation organized under the laws of England and Wales (“Lockman” and, together with CDES, “Sellers”, and each a “Seller”) and Kiwi Stone Acquisition Corp., a Delaware corporation (“Purchaser”). Each of the Sellers and Purchaser are herein referred to individually as a “Party” and collectively as the “Parties.”
M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC. Incentive Stock Option Agreement (Under the 2009 Omnibus Stock Plan)Incentive Stock Option Agreement • August 1st, 2011 • M/a-Com Technology Solutions Holdings, Inc. • Delaware
This is an Incentive Stock Option Agreement (the “Agreement”) between M/A-COM Technology Solutions Holdings, Inc., a Delaware corporation (the “Company”), and the optionee identified above (the “Optionee”) effective as of the date of grant specified above.
M/A-COM Technology Solutions Holdings, Inc. (Employee)Restricted Stock Agreement • August 1st, 2011 • M/a-Com Technology Solutions Holdings, Inc. • Delaware
This is a Restricted Stock Agreement (“Agreement”) between M/A-COM Technology Solutions Holdings, Inc., a Delaware corporation (the “Company”), and the recipient identified above (the “Recipient”) effective as of the date of grant specified above.
ContractExercise Agreement • August 1st, 2011 • M/a-Com Technology Solutions Holdings, Inc. • Delaware
THIS WARRANT WAS ORIGINALLY ISSUED ON DECEMBER 21, 2010. NEITHER THIS WARRANT NOR THE SHARES OBTAINABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS, AND THIS WARRANT MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM.
