INFINERA CORPORATION and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of August 8, 2022 3.75% Convertible Senior Notes due 2028Indenture • August 8th, 2022 • Infinera Corp • Telephone & telegraph apparatus • New York
INDENTURE, dated as of August 8, 2022, between INFINERA CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Underwriting AgreementUnderwriting Agreement • October 24th, 2007 • Infinera Corp • Telephone & telegraph apparatus • New York
Infinera Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 5,000,000 shares and, at the election of the Underwriters, up to 1,500,000 additional shares of common stock, par value $0.001 per share (the “Stock”) of the Company and the stockholders of the Company named in Schedule III hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 5,000,000 shares. The aggregate of 10,000,000 shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 1,500,000 additional shares to be sold by the Company is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • August 12th, 2020 • INFINERA Corp • Telephone & telegraph apparatus • New York
AGREEMENT AND PLAN OF MERGER by and among NOKIA CORPORATION, NEPTUNE OF AMERICA CORPORATION and INFINERA CORPORATION Dated as of June 27, 2024Merger Agreement • June 28th, 2024 • Infinera Corp • Telephone & telegraph apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 27, 2024, by and among Nokia Corporation, a company incorporated under the laws of the Republic of Finland (“Parent”), Neptune of America Corporation, a Delaware corporation and a wholly owned subsidiary, directly or indirectly, of Parent (“Merger Sub”), and Infinera Corporation, a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party” and collectively the “Parties.” All capitalized terms that are used in this Agreement have the respective meanings given to them in this Agreement.
AMENDMENT NUMBER TWO TO CREDIT AGREEMENTCredit Agreement • March 4th, 2020 • INFINERA Corp • Telephone & telegraph apparatus • New York
THIS CREDIT AGREEMENT, is entered into as of August 1, 2019 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), INFINERA CORPORATION, a Delaware corporation (“Infinera”), and those additional entities that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (together with Infinera, each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”).
INFINERA CORPORATION AND U.S. BANK NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of September 11, 2018 2.125% Convertible Senior Notes due 2024First Supplemental Indenture • September 12th, 2018 • INFINERA Corp • Telephone & telegraph apparatus
This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of September 11, 2018, between INFINERA CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.02) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee,” as more fully set forth in Section 1.02).
INFINERA CORPORATION 3.75% CONVERTIBLE SENIOR NOTES DUE 2028 PURCHASE AGREEMENT August 3, 2022Purchase Agreement • August 8th, 2022 • Infinera Corp • Telephone & telegraph apparatus • New York
Each electronic “road show” as defined in Rule 433(h) furnished to the Initial Purchasers prior to use that the Initial Purchasers and the Company have agreed may be used in connection with the offering of the Securities
Lease Agreement Basic Lease InformationLease Agreement • February 26th, 2007 • Infinera Corp • California
Tenant’s Address: 1322 Bordeaux Drive, Sunnyvale, CA 94089 Attn: Chief Financial Officer and 7324 Heatherhill Court Bethesda, MD 20817 Attn: General Counsel
Infinera Corporation Common Stock, par value $0.001 Underwriting AgreementUnderwriting Agreement • May 21st, 2007 • Infinera Corp • Telephone & telegraph apparatus • New York
Infinera Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 14,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 2,100,000 additional shares (the “Optional Shares”) of common stock, par value $0.001 (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
INFINERA CORPORATION AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • March 5th, 2013 • Infinera Corp • Telephone & telegraph apparatus • California
This Amended and Restated Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between [NAME] (“Executive”) and Infinera Corporation (the “Company”), effective as of December 19, 2012 (the “Effective Date”).
INFINERA CORPORATION UNITED COMMERCIAL BANK AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 9th, 2007 • Infinera Corp • Telephone & telegraph apparatus • California
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of October 31, 2006, by and between UNITED COMMERCIAL BANK (“Bank”) and INFINERA CORPORATION (“Borrower”).
INFINERA CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • February 26th, 2007 • Infinera Corp • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is entered into as of _____________, 2007, by and between Infinera Corporation, a Delaware corporation (the “Corporation”), and _______________ (“Indemnitee”).
INFINERA CORPORATION CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • May 10th, 2007 • Infinera Corp • Telephone & telegraph apparatus • California
This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between [NAME] (“Executive”) and Infinera Corporation (the “Company”), effective as of [DATE] (the “Effective Date”).
GLOBAL SUBSCRIPTION AGREEMENTGlobal Subscription Agreement • March 4th, 2020 • INFINERA Corp • Telephone & telegraph apparatus
INFINERA CORPORATION 2.125% CONVERTIBLE SENIOR NOTES DUE 2024 UNDERWRITING AGREEMENT September 6, 2018Underwriting Agreement • September 12th, 2018 • INFINERA Corp • Telephone & telegraph apparatus • New York
MASTER ACQUISITION AGREEMENTMaster Acquisition Agreement • March 9th, 2007 • Infinera Corp • Telephone & telegraph apparatus • Colorado
This Master Acquisition Agreement (the “Agreement”) is entered into this 5th day of April, 2005, by and between BTE Equipment, LLC, a Delaware limited liability company (“BTE”), with a place of business at 1025 Eldorado Boulevard, Broomfield, Colorado 80021, and Infinera Corporation, a Delaware corporation (“Vendor”), with a place of business at 1322 Bordeaux Drive, Sunnyvale, CA 94089.
LEASE AGREEMENT between SCM PROPERTIES, LLC A Delaware limited liability company as “Landlord” and INFINERA CORPORATION A Delaware corporation as “Tenant”Lease Agreement • February 26th, 2007 • Infinera Corp
VOTING AGREEMENTVoting Agreement • June 28th, 2024 • Infinera Corp • Telephone & telegraph apparatus • Delaware
This VOTING AGREEMENT (“Agreement”) is dated as of June 27, 2024, by and between Nokia Corporation, a company incorporated under the laws of the Republic of Finland (“Nokia”) and Oaktree Optical Holdings, L.P. (the “Shareholder”). Nokia and the Shareholder are sometimes referred to as a “Party” and collectively the “Parties”.
FORM OF AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • February 22nd, 2018 • INFINERA Corp • Telephone & telegraph apparatus • California
This Amended and Restated Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between [NAME] (“Executive”) and Infinera Corporation (the “Company”), effective as of [DATE] (the “Effective Date”).
Infinera Corporation Sunnyvale, California 94089Board Appointment Agreement • April 14th, 2020 • INFINERA Corp • Telephone & telegraph apparatus • Delaware
This letter (this “Agreement”) constitutes the agreement between (a) Infinera Corporation (“Company”) and (b) Oaktree Optical Holdings, L.P. (“Oaktree”). Company and Oaktree are collectively referred to as the “Parties.” Oaktree and each Affiliate (as defined below) and Associate (as defined below) of Oaktree, including each of the Persons (as defined below) set forth on Exhibit A, are collectively referred to as the “Oaktree Group.”
LOAN AND SECURITY AGREEMENT (Operating Line of Credit)Loan and Security Agreement • March 9th, 2007 • Infinera Corp • Telephone & telegraph apparatus • California
This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 29, 2004, between SILICON VALLEY BANK, a California chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (“Bank”) and INFINERA CORPORATION, a Delaware corporation, with offices at 1322 Bordeaux Drive, Sunnyvale, California 94089 (FAX ) (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
ADDENDUM NO. 1 TO AMEMDMENT NO. 2 TO LEASE AGREEMENTLease Agreement • August 1st, 2007 • Infinera Corp • Telephone & telegraph apparatus
This Addendum No. 1 to Amendment No. 2 to Lease Agreement (“Addendum No. 1”) is made on May 29, 2007, as of the Amendment Date between the Landlord identified in the Basic Information Relating to Amendment No. 2 (“Landlord”), and the Tenant identified in the Basic Information Relating to Amendment No. 2 (“Tenant”), with respect to the Lease Agreement, dated July 17, 2006, as amended by Amendment No. 1 to Lease Agreement, dated November 2, 2006 , as amended by Amendment No. 2 to Lease Agreement, dated May 29, 2007 (collectively, the “Lease”), by and between the Landlord and the Tenant.
Form of Global RSU Agreement INFINERA CORPORATION 2016 EQUITY INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK UNITS Unless otherwise defined herein, the terms defined in the 2016 Equity Incentive Plan (the “Plan”) will have the same defined...Global Rsu Agreement • May 17th, 2024 • Infinera Corp • Telephone & telegraph apparatus • California
Infinera Ltd. Confidential This document contains the main terms and conditions of employment which govern your service with the Company. Your service with the Company is also subject to the terms contained in the Confidential Information and...Terms and Conditions of Employment • August 9th, 2023 • Infinera Corp • Telephone & telegraph apparatus
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • March 9th, 2007 • Infinera Corp • Telephone & telegraph apparatus • California
This Intellectual Property Security Agreement (this “IP Agreement”) is made as of the 29th day of December, 2004 by and among INFINERA CORPORATION, a Delaware corporation with its principal place of business at 1322 Bordeaux Drive, Sunnyvale, California 94089 (“Grantor”), SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (“SVB”), as agent (the “Agent”), and the other Lenders party hereto, including without limitation, SVB and GOLD HILL VENTURE LENDING 03, L.P. (“Gold Hill”)(SVB and Gold Hill each individually, a “Lender”, and collectively, the “Lenders”).
SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMSSeparation Agreement • January 17th, 2013 • Infinera Corp • Telephone & telegraph apparatus • Texas
This Separation Agreement and General Release of All Claims (“Agreement”) is made by and between Infinera Corporation (the “Company”) and Ron Martin, an individual residing at 2560 Westview Court, Prosper, TX USA (“Employee”) with respect to the following facts:
IRREVOCABLE UNDERTAKING This irrevocable undertaking (this “Undertaking”) is made on 8 April 2015 BETWEEN: Offeror and Shareholder are hereinafter collectively referred to as the “Parties” and individually as a “Party”. BACKGROUND: IT IS AGREED as...Irrevocable Undertaking • April 9th, 2015 • Infinera Corp • Telephone & telegraph apparatus
Cent Hurdle”) and which is recommended by the Board of Directors of the Company (a “Superior Offer”), and provided that the Offeror has not publicly announced an increased Offer that is recommended by the Board of Directors of the Company (“Increased Offer”) no later than on the date preceding the last day of the acceptance period (excluding any extension of it) under the Superior Offer (the “Right to Match”), then this Undertaking shall lapse and the Shareholder shall be entitled to withdraw any acceptance of the Offer and accept the Superior Offer. In case an Increased Offer is made and the Superior Offer is thereafter increased to exceed the Increased Offer and such increased Superior Offer is recommended by the Board of Directors of the Company (an “Increased Superior Offer”), and provided that the Offeror does not exercise its Right to Match, then this Undertaking shall lapse and the Shareholder shall be entitled to withdraw any acceptance of offer and accept the increased Superio
INFINERA CORPORATION AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 26th, 2007 • Infinera Corp • California
This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of October 7, 2005 by and among Infinera Corporation, a Delaware corporation (the “Company”), the holders of the Company’s Series A Preferred Stock set forth on Exhibit A attached hereto (the “Series A Holders”), the holders of Series B Preferred Stock listed on Exhibit B attached hereto (the “Series B Holders”), the holders of Series C Preferred Stock listed on Exhibit C attached hereto (the “Series C Holders”), the holders of Series D Preferred Stock listed on Exhibit D attached hereto (the “Series D Holders”), the holders of Series E Preferred Stock listed on Exhibit E attached hereto (the “Series E Holders,”), the holders of Series F Preferred Stock listed on Exhibit F attached hereto (the “Series F Holders”) and the holders of Series G Preferred Stock listed on Exhibit G attached hereto (the “Series G Holders,” and together with the Series A Holders, Series B Holders, Series C Holders, Series D Hold
FIFTH AMENDMENT TO THE MASTER ACQUISITION AGREEMENTMaster Acquisition Agreement • February 19th, 2008 • Infinera Corp • Telephone & telegraph apparatus
This Fifth Amendment (the “Fifth Amendment”) is entered into as of October 1, 2007, and is made pursuant to the Master Acquisition Agreement, dated April 11, 2005, as amended by the First Amendment dated May 19, 2005, the Second Amendment dated August 20, 2005, the Third Amendment dated November 15, 2006, and the Fourth Amendment dated February 23, 2007 (the “Agreement”), by and between BTE Equipment, LLC, a Delaware limited liability company (“BTE”), with a place of business at 1025 Eldorado Boulevard, Broomfield, CO 80021, and Infinera Corporation, a Delaware corporation (“Vendor”), with a place of business at 1322 Bordeaux Drive, Sunnyvale, CA 94089. Terms capitalized but not defined herein shall have the meaning ascribed to them in the Agreement.
ContractPerformance Share Award Agreement • May 17th, 2024 • Infinera Corp • Telephone & telegraph apparatus • California
SUBSCRIPTION AGREEMENTEmployee Stock Purchase Agreement • May 20th, 2014 • Infinera Corp • Telephone & telegraph apparatus • California
SECOND AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENTLoan, Guaranty and Security Agreement • May 17th, 2023 • Infinera Corp • Telephone & telegraph apparatus • New York
This SECOND AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENT (this “Amendment”) dated as of May 16, 2023, is entered into by among INFINERA CORPORATION, a Delaware corporation (“Infinera Corp”), INFINERA NORTH AMERICA, LLC, a Delaware limited liability company (“Infinera NA”), INFINERA OPTICAL NETWORKS, INC., a Delaware corporation (“Infinera Optical”), INFINERA AMERICA, INC., a Delaware corporation (“Infinera America”), INFINERA (USA) INC., a Delaware corporation (“Infinera USA”), INFINERA OPERATIONS, LP, a Delaware limited partnership (“Infinera Operations”; and together with Infinera Corp, Infinera NA, Infinera Optical, Infinera America, Infinera USA, and together with any entity joined hereto as a borrower after the date hereof, individually, a “Borrower” and collectively, the “Borrowers”), INFINERA GLOBAL HOLDINGS LLC, a Delaware limited liability company (“Infinera Global”), INFINERA OPTICAL HOLDING, INC., a Delaware corporation (“Infinera Holding”; and together with Infinera G
AGREEMENT AND RELEASEAgreement and Release • February 26th, 2007 • Infinera Corp • California
This Agreement and Release (the “Agreement”) is entered into this 29th day of June, 2006, by and between Infinera Corporation, a Delaware corporation with its principal place of business at 1322 Bordeaux Drive, Sunnyvale, CA 94089 (the “Company”), and Mr. William Zerella, an individual (“Employee” and together with the Company, the “Parties”).
CONSULTING AGREEMENTConsulting Agreement • March 3rd, 2014 • Infinera Corp • Telephone & telegraph apparatus • California
This Consulting Agreement (the “Agreement”) is entered into this 28th day of February, 2014, by and between Infinera Corporation, a Delaware corporation with an office located at 140 Caspian Court, Sunnyvale, CA 94089 (the “Company”) and Ita Brennan (“Consultant” and together with the Company, the “Parties”).
INCREASE JOINDER AND AMENDMENT NUMBER ONE TO CREDIT AGREEMENTCredit Agreement • December 26th, 2019 • INFINERA Corp • Telephone & telegraph apparatus
THIS INCREASE JOINDER AND AMENDMENT NUMBER ONE TO CREDIT AGREEMENT (this “Amendment”), dated as of December 23, 2019, is entered into by and among INFINERA CORPORATION, a Delaware corporation (“Infinera”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, each individually, a “Lender”, and collectively, the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, the “Agent”), and in light of the following:
