Enphase Energy, Inc., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [·], 20__ Debt SecuritiesIndenture • April 4th, 2019 • Enphase Energy, Inc. • Semiconductors & related devices • New York
Whereas, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
ENPHASE ENERGY, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 1, 2021 0% Convertible Senior Notes due 2028Indenture • March 1st, 2021 • Enphase Energy, Inc. • Semiconductors & related devices • New York
INDENTURE, dated as of March 1, 2021, between ENPHASE ENERGY, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
AS WARRANT AGENT FORM OF PREFERRED STOCKWarrant Agreement • April 4th, 2019 • Enphase Energy, Inc. • Semiconductors & related devices • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ENPHASE ENERGY, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
—] Shares ENPHASE ENERGY, INC. COMMON STOCK, PAR VALUE $0.00001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • February 23rd, 2012 • Enphase Energy, Inc. • Semiconductors & related devices • New York
Enphase Energy, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) [•] shares of its common stock, par value $0.00001 per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional [•] shares of its common stock, par value $0.00001 per share (the “Additional Shares”) if and to the extent that you, as managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock, par value $0.00001 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Stock.”
AS WARRANT AGENT FORM OF DEBT SECURITIESWarrant Agreement • April 4th, 2019 • Enphase Energy, Inc. • Semiconductors & related devices • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ENPHASE ENERGY, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • August 24th, 2011 • Enphase Energy, Inc. • Semiconductors & related devices • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 2011, is made by and between ENPHASE ENERGY, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
13,000,000 Shares ENPHASE ENERGY, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 26th, 2016 • Enphase Energy, Inc. • Semiconductors & related devices • New York
Enphase Energy, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 13,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.00001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 1,950,000 shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”
ContractEnphase Energy, Inc. • July 25th, 2011 • Semiconductors & related devices • Delaware
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
ContractWarrant Agreement • July 25th, 2011 • Enphase Energy, Inc. • Semiconductors & related devices • California
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 13th, 2012 • Enphase Energy, Inc. • Semiconductors & related devices • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of November 7, 2012 and is entered into by and between ENPHASE ENERGY, INC., a Delaware corporation (“Parent”), and each of Parent’s other subsidiaries joined hereto (“Joined Subsidiaries”, together with Parent hereinafter collectively referred to as the “Borrower”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”).
ENPHASE ENERGY, INC. Common Stock (par value $0.00001 per share) At Market Issuance Sales AgreementEnphase Energy, Inc. • December 23rd, 2016 • Semiconductors & related devices • New York
Enphase Energy, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with FBR Capital Markets & Co. (“FBR”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 5th, 2018 • Enphase Energy, Inc. • Semiconductors & related devices • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of February 4, 2018, between Enphase Energy, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Exhibit A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, and ENPHASE ENERGY, INC. as Borrower Dated as of November 7, 2012Credit Agreement • November 13th, 2012 • Enphase Energy, Inc. • Semiconductors & related devices • California
ENPHASE ENERGY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • November 13th, 2012 • Enphase Energy, Inc. • Semiconductors & related devices • California
This Change in Control and Severance Agreement (the “Agreement”) is dated as of , , by and between (“Executive”) and Enphase Energy, Inc., a Delaware corporation (the “Company”). This Agreement is intended to provide Executive with certain benefits described herein upon the occurrence of specific events.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT...Security Agreement • November 22nd, 2011 • Enphase Energy, Inc. • Semiconductors & related devices • California
This AMENDED AND RESTATED SUBORDINATED CONVERTIBLE LOAN FACILITY AND SECURITY AGREEMENT (this or the “Agreement”) is made as of November 16, 2011 (the “Effective Date”) by and among Enphase Energy, Inc., a Delaware corporation (“Borrower”), KPCB Holdings, Inc., as nominee, a California corporation (“KPCB”), as a Lender hereunder and in its capacity as Agent on behalf of the Lenders hereunder, and the other Persons named herein or who may become parties hereto (together with KPCB, referred to herein individually as a “Lender” and collectively as the “Lenders”), as Lenders, in accordance with the terms of this Agreement.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 16th, 2017 • Enphase Energy, Inc. • Semiconductors & related devices • California
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of February 10, 2017, (the “Effective Date”) is entered into between Enphase Energy, Inc., a Delaware corporation (“Borrower”), each Lender (as defined in Section 14), Cortland Capital Market Services LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and Obsidian Agency Services, Inc., a California corporation, as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), and provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 1st, 2012 • Enphase Energy, Inc. • Semiconductors & related devices • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of June 13, 2011 and is entered into by and between ENPHASE ENERGY, INC., a Delaware corporation (“Parent”), and each of Parent’s other subsidiaries joined hereto (“Joined Subsidiaries”, together with Parent hereinafter collectively referred to as the “Borrower”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”).
LICENSE AND TECHNOLOGY TRANSFER AGREEMENTLicense and Technology Transfer Agreement • February 1st, 2012 • Enphase Energy, Inc. • Semiconductors & related devices • California
This License and Technology Transfer Agreement (the “Agreement”) effective this 21st day of December, 2007 (the “Effective Date”) by and between Ariane Controls inc., (“Ariane”) and Enphase Energy Inc., (“Enphase”). (Ariane and Enphase may be referred to individually as a “Party” and collectively as the “Parties”).
3,216,540 Shares* ENPHASE ENERGY, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 14th, 2014 • Enphase Energy, Inc. • Semiconductors & related devices • New York
Those stockholders of Enphase Energy, Inc., a Delaware corporation (the “Company”), named in Schedule II hereto (the “Selling Stockholders”) propose to sell, severally and not jointly, an aggregate of 3,216,540 shares (the “Firm Shares”) of the Company’s common stock, $0.00001 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 Selling Stockholders have also agreed to grant to you and the other Underwriters an option (the “Option”) to purchase up to an additional 482,746 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.”
Flextronics Manufacturing Services AgreementServices Agreement • February 1st, 2012 • Enphase Energy, Inc. • Semiconductors & related devices • Colorado
This Flextronics Manufacturing Services Agreement (“Agreement”) is entered into this 1st day of March 2009 by and between Enphase Energy, Inc. having its place of business at 201 1st Street, Suite 300, Petaluma, CA 94952 (“Customer”) and Flextronics Industrial, LTD, having its place of business at Level 3, Alexander House 35 Cybercity, Ebene Mauritius (“Flextronics”).
AMENDED AND RESTATED VENTURE LOAN AND SECURITY AGREEMENTVenture Loan and Security Agreement • February 1st, 2012 • Enphase Energy, Inc. • Semiconductors & related devices • Connecticut
ENPHASE ENERGY, INC. EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • July 25th, 2011 • Enphase Energy, Inc. • Semiconductors & related devices • California
This Executive Severance Agreement (the “Agreement”) is dated as of June 14, 2011, by and between Paul B. Nahi (“Executive”) and Enphase Energy, Inc., a Delaware corporation (the “Company”). This Agreement is intended to provide Executive with certain benefits described herein upon the occurrence of specific events.
ENPHASE ENERGY, INC. BRIDGE BANK, NATIONAL ASSOCIATION COMERICA BANK AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 1st, 2012 • Enphase Energy, Inc. • Semiconductors & related devices • California
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of March 24, 2011, by and between BRIDGE BANK, NATIONAL ASSOCIATION (“Bridge” and, solely in its capacity as collateral agent for the Lenders (as defined below), “Collateral Agent”), COMERICA BANK (“Comerica” and, collectively, with Bridge, the “Lenders” and each, individually, a “Lender”) and INPHASE ENERGY, INC. (“Borrower”).
ENPHASE ENERGY, INC. EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • June 15th, 2011 • Enphase Energy, Inc. • California
This Executive Severance Agreement (the “Agreement”) is dated as of June 14, 2011, by and between Paul B. Nahi (“Executive”) and Enphase Energy, Inc., a Delaware corporation (the “Company”). This Agreement is intended to provide Executive with certain benefits described herein upon the occurrence of specific events.
MASTER DEVELOPMENT & PRODUCTION AGREEMENT APPLICATION SPECIFIC INTEGRATED CIRCUIT (ASIC) by and between Enphase Energy, Inc. and Fujitsu Microelectronics America, Inc. Rev. 1, 10/00 Form F-1982Enphase Energy, Inc. • September 23rd, 2011 • Semiconductors & related devices • California
This Master Development and Production Agreement (the “Agreement”) is entered into this 19 day of August, 2009 (“Effective Date”) by and between Enphase Energy, Inc., having its principal place of business at 201 Ist St., Suite 300, Petaluma, CA 94952 (“Buyer”) and Fujitsu Microelectronics America, Inc., having its principal place of business at 1250 E. Arques Ave., Sunnyvale, CA 94085 (“Seller”). In consideration of the mutual promises herein contained, the parties hereby agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • July 25th, 2011 • Enphase Energy, Inc. • Semiconductors & related devices • Delaware
This Employment Agreement (the “Agreement”) is entered into as of March 21, 2006 (the “Effective Date”) between PVI Solutions, Inc., a Delaware corporation with its principal offices located at 25 Halsey Avenue, Petaluma, California 94952 (the “Company”), and Raghuveer R. Belur, a resident of California (the “Employee”).
Flextronics Manufacturing Services AgreementServices Agreement • June 15th, 2011 • Enphase Energy, Inc. • Colorado
This Flextronics Manufacturing Services Agreement (“Agreement”) is entered into this 1st day of March 2009 by and between Enphase Energy, Inc. having its place of business at 201 1st Street, Suite 300, Petaluma, CA 94952 (“Customer”) and Flextronics Industrial, LTD, having its place of business at Level 3, Alexander House 35 Cybercity, Ebene Mauritius (“Flextronics”).
ENPHASE ENERGY, INC. AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • August 24th, 2011 • Enphase Energy, Inc. • Semiconductors & related devices • Delaware
This Amended and Restated Voting Agreement (this “Agreement”) is made and entered into as of March 15, 2010, (the “Effective Date”) by and among Enphase Energy, Inc., a Delaware corporation (the “Company”), the parties listed on Exhibit A attached hereto (the “Investors”) and the parties listed on Exhibit B attached hereto (the “Stockholders”). The Investors and the Stockholders are sometimes hereinafter collectively referred to as the “Holders.”
PARTIAL UNWIND AGREEMENT with respect to Base Call Option Confirmation, dated March 4, 2020Partial Unwind Agreement • March 1st, 2021 • Enphase Energy, Inc. • Semiconductors & related devices • New York
THIS PARTIAL UNWIND AGREEMENT (this “Agreement”) with respect to the Base Call Option Confirmation (as defined below) is made as of February 24, 2021 between Enphase Energy, Inc. (the “Company”) and Barclays Bank PLC (“Dealer”), acting through its agent Barclays Capital Inc. (“Agent”).
EXCHANGE AGREEMENTExchange Agreement • March 1st, 2021 • Enphase Energy, Inc. • Semiconductors & related devices • New York
This Exchange Agreement (the “Agreement”) is entered into as of February [__], 2021 by and between Enphase Energy, Inc., a Delaware corporation (the “Company”), and the holder party hereto (the “Holder”).
WARRANT TO PURCHASE COMMON STOCK OF ENPHASE ENERGY, INC.Enphase Energy, Inc. • November 22nd, 2011 • Semiconductors & related devices • California
This Warrant has been issued to Holder pursuant to that certain Amended and Restated Subordinated Convertible Loan Facility and Security Agreement dated as of November 16, 2011 by and among the Company, Holder and certain other parties named as “Lenders” thereunder (such agreement, as amended, amended and restated, joined, supplemented or otherwise modified from time to time, the “Loan Facility Agreement”) and constitutes one of the “Warrants” as defined therein. Any capitalized terms used in this Warrant but not otherwise defined herein shall have the meanings ascribed in the Loan Facility Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • June 15th, 2011 • Enphase Energy, Inc. • Delaware
This Employment Agreement (the “Agreement”) is entered into as of March 21, 2006 (the “Effective Date”) between PVI Solutions, Inc., a Delaware corporation with its principal offices located at 25 Halsey Avenue, Petaluma, California 94952 (the “Company”), and Martin Fornage, a resident of California (the “Employee”).
ENPHASE ENERGY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • June 15th, 2011 • Enphase Energy, Inc. • California
This Change in Control and Severance Agreement (the “Agreement”) is dated as of June 14, 2011, by and between Sanjeev Kumar (“Executive”) and Enphase Energy, Inc., a Delaware corporation (the “Company”). This Agreement is intended to provide Executive with certain benefits described herein upon the occurrence of specific events.
ENPHASE ENERGY, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT March 15, 2010Investors’ Rights Agreement • July 25th, 2011 • Enphase Energy, Inc. • Semiconductors & related devices • Delaware
This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of March 15, 2010, by and among Enphase Energy, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A hereto, each of which is herein referred to as an “Investor” and all of whom herein collectively are referred to as “Investors.”
To: Enphase Energy, Inc. 47281 Bayside Parkway Fremont, CA 94538 Attention: General Counsel Telephone No.: (707) 774-7000 Re: [Base][Additional] Call Option TransactionEnphase Energy, Inc. • March 1st, 2021 • Semiconductors & related devices
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [_________] (“Dealer”) and Enphase Energy, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
