EXHIBIT 4.2 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Nortel Networks Corporation 8200 Dixie Road, Suite 100 Dept. 0019, GMS 036/NO/163 Brampton, Ontario, Canada L6T...Acquisition Agreement • October 22nd, 2003 • Bookham Technology PLC • Semiconductors & related devices
15,000,000 Shares Oclaro, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • September 27th, 2016 • Oclaro, Inc. • Semiconductors & related devices • New York
Introductory. Oclaro, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 15,000,000 shares of its common stock, par value $0.01 per share (the “Shares”). The 15,000,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 2,250,000 Shares as provided in Section 2. The additional 2,250,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed o
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • March 8th, 2004 • Bookham Technology PLC • Semiconductors & related devices • Delaware
LEASELease Agreement • October 5th, 2004 • Bookham, Inc. • Semiconductors & related devices • Delaware
BOOKHAM TECHNOLOGY PLC AND THE BANK OF NEW YORK As Depositary AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of April 18, 2000Deposit Agreement • February 26th, 2004 • Bookham Technology PLC • Semiconductors & related devices • New York
DEPOSIT AGREEMENT dated as of April 18, 2000 among BOOKHAM TECHNOLOGY PLC, incorporated under the laws of England and Wales (herein called the Issuer), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued hereunder.
EXHIBIT A TO DEPOSIT AGREEMENTDeposit Agreement • February 26th, 2004 • Bookham Technology PLC • Semiconductors & related devices
representing deposited Ordinary Shares (herein called "Shares") of Bookham Technology plc, incorporated under the laws of the United Kingdom (herein called the "Company"). At the date hereof, each American Depositary Share represents one (1) Share which is either deposited or subject to deposit under the deposit agreement at the London, England office of The Bank of New York (herein called the "Custodian"). The Depositary's Corporate Trust Office is located at a different address than its principal executive office. Its Corporate Trust Office is located at 101 Barclay Street, New York, N.Y. 10286, and its principal executive office is located at One Wall Street, New York, N.Y. 10286.
Bookham, Inc. 16,000,000 Shares Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • November 7th, 2007 • Bookham, Inc. • Semiconductors & related devices • New York
Bookham, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of common stock, $0.01 par value (“Common Stock”), of the Company set forth in Schedule I hereto (the “Securities”) (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Rep
Exhibit 10.28 CONTRACT OF EMPLOYMENT This Agreement is dated the 9th day of November 2002. BETWEEN (1) BOOKHAM TECHNOLOGY PLC whose registered office is at 90 Milton Park, Abingdon, Oxfordshire OX14 4RY (the "Company"); and (2) Mr. Liam Nagle. 1. JOB...Contract of Employment • September 16th, 2004 • Bookham Technology PLC • Semiconductors & related devices
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • November 6th, 2014 • Oclaro, Inc. • Semiconductors & related devices • Delaware
This Director and Officer Indemnification Agreement, dated as of ____________, 20__ (this “Agreement”), is made by and between Oclaro, Inc., a Delaware corporation (the “Company”), and _______________________ (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER by and among LUMENTUM HOLDINGS INC. PROTA MERGER SUB, INC., PROTA MERGER, LLC and OCLARO, INC. Dated as of March 11, 2018Merger Agreement • March 12th, 2018 • Oclaro, Inc. • Semiconductors & related devices • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 11, 2018, by and among Lumentum Holdings Inc., a Delaware corporation (“Parent”), Prota Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Prota Merger, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub LLC”) and Oclaro, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 8th, 2014 • Oclaro, Inc. • Semiconductors & related devices • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 28, 2014 (the “Effective Date”) between (i) SILICON VALLEY BANK, a California corporation with a loan production office located at 2400 Hanover Street, Palo Alto, CA 94304 (“Bank”), (ii) OCLARO, INC., a Delaware corporation (“Parent”) and (iii) OCLARO TECHNOLOGY LIMITED, a company incorporated under the laws of England and Wales, with company number 02298887 and its registered address at Caswell Towcester, Northamptonshire NN12 8EQ, UK (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
OCLARO, INC. COMMON STOCK, $0.01 PAR VALUE UNDERWRITING AGREEMENTUnderwriting Agreement • May 7th, 2010 • Oclaro, Inc. • Semiconductors & related devices • New York
BOOKHAM, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 29th, 2005 • Bookham, Inc. • Semiconductors & related devices • New York
SG COWEN & CO., LLC MERRIMAN CURHAN FORD & CO. As Representatives of the several Underwriters c/o SG Cowen & Co., LLC 1221 Avenue of the Americas New York, New York 10020
AMENDED AND RESTATED SECURITY AGREEMENT (FOREIGN)Security Agreement • February 7th, 2013 • Oclaro, Inc. • Semiconductors & related devices • California
This AMENDED AND RESTATED SECURITY AGREEMENT (FOREIGN) (this “Agreement”), dated as of November 2, 2012, among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and WELLS FARGO CAPITAL FINANCE, INC., a California corporation (“WFCF”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 21st, 2004 • Bookham, Inc. • Semiconductors & related devices • New York
SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of December 20, 2004, by and between BOOKHAM, INC., a Delaware corporation (the "Company"), and each of the entities whose names appear on the signature pages hereof. Such entities are each referred to herein as an "Investor" and, collectively, as the "Investors".
20 July 2004Bonus Scheme • September 16th, 2004 • Bookham Technology PLC • Semiconductors & related devices • England
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 26th, 2007 • Bookham, Inc. • Semiconductors & related devices • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of March 22, 2007, by and among BOOKHAM, INC., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Investors attached hereto who become parties hereto by executing and delivering an Investor Signature Page in the form attached hereto as Exhibit A (the “Investors”).
Bookham Technology plcDeposit Agreement • February 26th, 2004 • Bookham Technology PLC • Semiconductors & related devices
Deposit Agreement dated as of April 18, 2000 (the "Deposit Agreement") by and among Bookham Technology plc, The Bank of New York, as Depositary, and the Owners and Beneficial Owners of American Depositary Receipts
Bookham, Inc. Restricted Stock Agreement Granted Under 2004 Stock Incentive PlanRestricted Stock Agreement • February 7th, 2006 • Bookham, Inc. • Semiconductors & related devices • Delaware
ASSET PURCHASE AGREEMENT between: II-VI INCORPORATED, a Pennsylvania corporation, and OCLARO TECHNOLOGY LIMITED, a company incorporated under the laws of England and Wales Dated as of October 10, 2013Asset Purchase Agreement • November 7th, 2013 • Oclaro, Inc. • Semiconductors & related devices • England and Wales
THIS ASSET PURCHASE AGREEMENT is entered into as of October 10, 2013, by and between II-VI Incorporated, a Pennsylvania corporation (the “Purchaser”) and OCLARO TECHNOLOGY LIMITED, a company incorporated under the laws of England and Wales with company number 2298887, having its principal office at Caswell Office, Towcester, Northamptonshire, NN12 8EQ, England (“Seller”). Certain capitalized terms used in this Agreement are defined in Annex A.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. NOTES AMENDMENT AND WAIVER AGREEMENTNotes Amendment and Waiver Agreement • May 17th, 2005 • Bookham, Inc. • Semiconductors & related devices • New York
This Waiver Agreement (the “Agreement”) is entered into as of February 7, 2005, among Bookham Technology plc, a public limited company incorporated under the laws of England and Wales (“Bookham plc”), Bookham, Inc., a Delaware corporation (“Bookham, Inc.” and, together with Bookham plc and its other subsidiaries whose names appear on the signature pages hereto, the “Bookham Parties”), Nortel Networks UK Limited (“NNUKL”) and Nortel Networks Corporation (“Nortel Networks”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 6th, 2008 • Bookham, Inc. • Semiconductors & related devices • Delaware
This Agreement is made as of the ___ day of , 2008, by and between Bookham, Inc., a Delaware corporation (the “Corporation), and (the “Indemnitee”), a director or officer of the Corporation.
VOTING AGREEMENTVoting Agreement • January 29th, 2009 • Bookham, Inc. • Semiconductors & related devices • Delaware
This Voting Agreement (“Voting Agreement”) is entered into as of January 27, 2009, by and between Bookham, Inc., a Delaware corporation (“Parent”), and Bradley Kolb (“Stockholder”).
Bookham, Inc. Retention Bonus AgreementRetention Bonus Agreement • May 17th, 2005 • Bookham, Inc. • Semiconductors & related devices • Delaware
OCLARO, INC. EXECUTIVE SEVERANCE AND RETENTION AGREEMENTExecutive Severance and Retention Agreement • February 6th, 2014 • Oclaro, Inc. • Semiconductors & related devices • Delaware
THIS EXECUTIVE SEVERANCE AND RETENTION AGREEMENT (the “Agreement”) by and between Oclaro, Inc., a Delaware corporation (the “Company”), and David Teichmann (the “Executive”) is made as January 1, 2014, (the “Effective Date”).
MASTER SEPARATION AGREEMENT BY AND AMONGMaster Separation Agreement • September 10th, 2014 • Oclaro, Inc. • Semiconductors & related devices
THIS MASTER SEPARATION AGREEMENT (this “Agreement”) is entered into as of August 5, 2014, by and among OCLARO JAPAN, INC., a corporation organized under the laws of Japan, having its principal place of business at 4-1-55, Oyama, Chuo-ku, Sagamihara-shi, Kanagawa (“Transferor”), USHIO OPTO SEMICONDUCTORS, INC., a corporation organized under the laws of Japan, having its principal place of business at 2-6-1, Ohtemachi, Chiyoda-ku, Tokyo (“Transferee”) and USHIO, INC., a corporation organized under the laws of Japan, having its principal place of business at 2-6-1, Ohtemachi, Chiyoda-ku, Tokyo (“Guarantor”). Transferor, Transferee and, with respect to Article 10 only, Guarantor are each referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to such terms in Exhibit A.
VOTING AGREEMENTVoting Agreement • March 26th, 2012 • Oclaro, Inc. • Semiconductors & related devices • Delaware
THIS VOTING AGREEMENT (“Voting Agreement”) is entered into as of March 26, 2012, by and between OCLARO, INC., a Delaware corporation (“Parent”), and (“Stockholder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 21st, 2004 • Bookham, Inc. • Semiconductors & related devices • New York
This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 20, 2004, is by and between BOOKHAM, INC., a Delaware corporation (the "Company"), and each of the entities whose names appear on the signature pages hereof. Such entities are each referred to herein as an "Investor" and, collectively, as the "Investors".
FIRST AMENDMENT TO EXECUTIVE SEVERANCE AND RETENTION AGREEMENTExecutive Severance and Retention Agreement • February 10th, 2011 • Oclaro, Inc. • Semiconductors & related devices
This First Amendment (the “Amendment”) to the Executive Severance and Retention Agreement (the “Agreement”) dated as of August 2, 2008 by and between Bookham, Inc., the predecessor to Oclaro, Inc., a Delaware corporation (the “Company”) and Jerry Turin (the “Executive”) is made effective as of this 14th day of December, 2010 (the “Effective Date”).
MANUFACTURING AND PURCHASE AGREEMENTManufacturing Agreement • May 10th, 2012 • Oclaro, Inc. • Semiconductors & related devices • California
THIS MANUFACTURING AND PURCHASE AGREEMENT (“Agreement”) made and effective this 19th day of March, 2012 (“Effective Date”) by and between Oclaro Technology Ltd., a company organized under the laws of the United Kingdom, having offices at Caswell Office, Towcester, Northamptonshire, NN12 8EQ (on behalf of itself and all of its Affiliates (collectively referred to as “Oclaro” or “Buyer”) and Venture Corporation LTD, a company incorporated in Singapore, for itself with its principal place of business at 5006 Ang Mo Kio Avenue 5, #05—1/12 TECHplace ll, Singapore 569873 on behalf of itself and all of its Affiliates (collectively referred to as “Venture” or “Supplier” and, together with “Buyer”, the “Parties”).
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED...Warrant Agreement • December 21st, 2004 • Bookham, Inc. • Semiconductors & related devices
THIS CERTIFIES that and its permitted assigns (the "Holder"), has the right to purchase from BOOKHAM, INC., a Delaware corporation (the "Company"), upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, up to fully paid and nonassessable shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), subject to adjustment as provided herein, at a price per share equal to the Exercise Price (as defined below), at any time and from time to time beginning on the date on which this Warrant is originally issued (the "Issue Date") and ending at 6:00 p.m., eastern time, on the date that is the fifth (5th) anniversary of the Issue Date (or, if such date is not a Business Day, on the Business Day immediately following such date) (the "Expiration Date"). This Warrant is issued pursuant to a Securities Purchase Agreement, dated as of December 20, 2004 (the "Securities Purchase Agreement"). Capitalized terms used herein and not oth
EQUIPMENT AND INVENTORY PURCHASE AGREEMENTEquipment and Inventory Purchase Agreement • May 10th, 2012 • Oclaro, Inc. • Semiconductors & related devices • California
THIS EQUIPMENT AND INVENTORY PURCHASE AGREEMENT (“Agreement”) made and effective this 19th day of March, 2012 (“Effective Date”) by and amongst :
CREDIT AGREEMENT by and among BOOKHAM, INC., as Parent, and EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO as Borrowers, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, INC. as the Arranger and Administrative...Credit Agreement • September 14th, 2006 • Bookham, Inc. • Semiconductors & related devices • California
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of August 2, 2006, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), BOOKHAM, INC., a Delaware corporation (“Parent”), and each of Parent’s Subsidiaries identified as borrower on the signature pages hereof (such Subsidiaries are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: OCLARO, INC., a Delaware corporation; TAHOE ACQUISITION SUB, INC., a Delaware corporation; and OPNEXT, INC., a Delaware corporation Dated as of March 26, 2012Merger Agreement • March 26th, 2012 • Oclaro, Inc. • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (“Agreement”) is made and entered into as of March 26, 2012, by and among: OCLARO, INC., a Delaware corporation (“Parent”); TAHOE ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); and OPNEXT, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
SHARE AND ASSET PURCHASE AGREEMENT between: II-VI HOLDINGS B.V., a Netherlands corporation, and OCLARO TECHNOLOGY LIMITED, a company incorporated under the laws of England and Wales Dated as of September 12, 2013Share and Asset Purchase Agreement • September 17th, 2013 • Oclaro, Inc. • Semiconductors & related devices • England and Wales
