INPHI CORPORATION AND U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of April 24, 2020 0.75% Convertible Senior Notes due 2025Indenture • April 27th, 2020 • INPHI Corp • Semiconductors & related devices • New York
INDENTURE dated as of April 24, 2020 between Inphi Corporation, 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).
—] Shares INPHI CORPORATION COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 28th, 2011 • INPHI Corp • Semiconductors & related devices • New York
RIOTECH OFFICE PARK OFFICE LEASEOffice Lease • March 2nd, 2020 • INPHI Corp • Semiconductors & related devices • California
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 16th, 2010 • Inphi Corp • Delaware
This Indemnification Agreement (the “Agreement”), dated as of , 2010, between Inphi Corporation, a Delaware corporation (the “Corporation”), and (“Indemnitee”),
Insert Dealer Name] [Insert Dealer Address]Call Option Transaction • April 27th, 2020 • INPHI Corp • 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 Inphi Corporation (“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.
Insert Dealer Name] [Insert Dealer Address]Base Call Option Transaction • April 27th, 2020 • INPHI Corp • 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 Inphi Corporation (“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.
INPHI CORPORATION CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • June 16th, 2010 • Inphi Corp • California
This Change of Control Severance Agreement (this “Agreement”) is made and entered into effective as of June 8, 2010 (the “Effective Date”), by and between Young Sohn (“Executive”) and Inphi Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.
LEASE SANTA CLARA TOWERS, L.P., a Delaware limited partnership Landlord and INPHI CORPORATION, a Delaware corporation, Tenant for Suite 1100 Santa Clara, California April 27, 2010Lease Agreement • June 16th, 2010 • Inphi Corp • California
THIS LEASE is made as of the 27th day of April, 2010 (“Effective Date”), between Santa Clara Towers, L.P., a Delaware limited partnership (“Landlord”), and INPHI CORPORATION, a Delaware corporation (“Tenant”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • April 21st, 2021 • INPHI Corp • Semiconductors & related devices • New York
This FIRST SUPPLEMENTAL INDENTURE (“Supplemental Indenture”) dated as of April 20, 2021, is between Inphi Corporation, a Delaware corporation (the “Company”), Marvell Technology, Inc. (f/k/a Maui HoldCo, Inc.), a Delaware corporation (“Marvell Technology”), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).
JPMorgan Chase Bank, National Association London Branch 25 Bank Street Canary Wharf London E14 5JP EnglandCall Option Transaction • September 12th, 2016 • INPHI Corp • Semiconductors & related devices • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Inphi Corporation (“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.
JPMorgan Chase Bank, National Association London Branch 25 Bank Street Canary Wharf London E14 5JP EnglandBase Call Option Transaction • September 12th, 2016 • INPHI Corp • Semiconductors & related devices • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Inphi Corporation (“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.
•] Shares INPHI CORPORATION COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • August 31st, 2010 • INPHI Corp • Semiconductors & related devices • New York
Cadence logo] SOFTWARE LICENSE AND MAINTENANCE AGREEMENTSoftware License and Maintenance Agreement • March 28th, 2011 • INPHI Corp • Semiconductors & related devices • California
This Software License and Maintenance Agreement (“Agreement”), entered into as of the date specified above, is by and between Cadence Design Systems, Inc., a Delaware corporation having a principal place of business at 2655 Seely Avenue, San Jose, California 95134-1937, USA (“Cadence”), and Inphi Corporation, having a place of business at 2393 Townsgate Road #101, Westlake Village, CA 91361 (“Customer”). Customer desires to obtain from Cadence, either directly or through an authorized Cadence reseller, rights to Use certain Licensed Materials on either a Subscription or 99-year License basis, as defined below. License Keys to the Licensed Materials may be purchased either from Cadence or an authorized Cadence reseller. Therefore, Cadence and Customer agree as follows:
SHARE PURCHASE AGREEMENT Among THE SELLING SHAREHOLDERS OF WINYATEK TECHNOLOGY INC., WINYATEK TECHNOLOGY INC. and INPHI INTERNATIONAL PTE. LTD. May 25, 2010Share Purchase Agreement • August 13th, 2010 • INPHI Corp • Semiconductors & related devices
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) has been entered into on this 25th day of May, 2010 (the “Effective Date”), by and among INPHI INTERNATIONAL PTE. LTD., a private company limited by shares organized and existing under the laws of Singapore (“Purchaser”), WINYATEK TECHNOLOGY INC., a company limited by shares organized and existing under the laws of Taiwan, the Republic of China (the “Company”), and the Shareholders of the Company who are signatories hereto (each a “Seller” and together, the “Sellers”)
CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • November 7th, 2016 • INPHI Corp • Semiconductors & related devices • California
This Change of Control Severance Agreement (this "Agreement") is made and entered into effective as of January 22, 2014 (the "Effective Date"), by and between Ron Torten ("Executive") and Inphi Corporation, a Delaware corporation (the "Company"). Certain capitalized terms used in this Agreement are defined in Section 1 below.
ASSET PURCHASE AGREEMENT by and among Rambus Inc., BELL ID SINGAPORE PTD LTD and Inphi Corporation Inphi International Pte. Ltd. Dated as of June 29, 2016Asset Purchase Agreement • August 9th, 2016 • INPHI Corp • Semiconductors & related devices • California
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of June 29, 2016 by and among, on the one hand, Rambus, Inc., a Delaware corporation (“Buyer Parent”), and Bell ID Singapore Ptd Ltd (“Buyer,” and, together with Buyer Parent, the “Buyer Parties,” and each a “Buyer Party”), and, on the other hand, Inphi Corporation, a Delaware corporation (“Seller”) and Inphi International Pte. Ltd., a Singapore entity (“Seller Sub” and, together with Seller, the “Seller Parties”).
Form of Exchange AgreementExchange Agreement • April 21st, 2021 • INPHI Corp • Semiconductors & related devices • New York
Reference is made to the Exchange Agreement, dated as of April [•], 2021, by and among [•] (“Exchanging Investor”) and each of Inphi Corporation, a Delaware corporation (the “Inphi Notes Issuer”), and Marvell Technology, Inc., a Delaware corporation (the “New Marvell Parent”, and together with the Inphi Notes Issuer, the “Companies”, and each a “Company”) (the “Agreement”). Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [______________________] (“Non-U.S. Holder”) is providing this certificate pursuant to Section 20 of the Agreement. The Non-U.S. Holder hereby represents and warrants that:
AGREEMENT AND PLAN OF MERGER BY AND AMONG INPHI CORPORATION, a Delaware corporation EINSTEIN ACQUISITION SUB, INC., a Delaware corporation ESILICON CORPORATION, a Delaware corporation ANDMerger Agreement • November 12th, 2019 • INPHI Corp • Semiconductors & related devices • California
This AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of November 10, 2019 by and among Inphi Corporation, a Delaware corporation (“Acquiror”), Einstein Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”) and wholly owned Subsidiary of Acquiror, eSilicon Corporation, a Delaware corporation (“Target”) and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the securityholders’ representative (“Securityholders’ Agent”).
SENIOR ADVISOR AGREEMENTSenior Advisor Agreement • February 3rd, 2012 • INPHI Corp • Semiconductors & related devices • California
Effective February 1, 2012 (“Effective Date”), Young K. Sohn, an individual (“Advisor”), and Inphi Corporation, a Delaware corporation (“Company”), agree as follows:
CONFIDENTIAL SEPARATION AGREEMENTSeparation Agreement • April 21st, 2021 • INPHI Corp • Semiconductors & related devices • California
THIS CONFIDENTIAL SEPARATION AGREEMENT (the “Agreement”) is entered into by and between Dr. Ford Tamer (“Executive”) and Inphi Corporation, a Delaware corporation (the “Company”).
INPHI CORPORATION SEVERANCE AND CHANGE OF CONTROL AGREEMENTSeverance and Change of Control Agreement • November 7th, 2012 • INPHI Corp • Semiconductors & related devices • California
This Severance and Change of Control Agreement (this “Agreement”) is made and entered into effective as of September 4, 2012 (the “Effective Date”), by and between Charlie Roach (“Executive”) and Inphi Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.
INPHI CORPORATION AMENDED AND RESTATED SEVERANCE AND CHANGE OF CONTROL AGREEMENTSeverance and Change of Control Agreement • August 5th, 2019 • INPHI Corp • Semiconductors & related devices • California
This Severance and Change of Control Agreement (this “Agreement”) is made and entered into effective as of August 1, 2019 (the “Effective Date”), by and between Ford Tamer (“Executive”) and Inphi Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below. This Agreement supersedes the Change of Control Severance Agreement between the parties dated as of February 1, 2012.
Morgan Stanley & Co. LLC New York, NY 10036Additional Call Option Transaction • September 12th, 2016 • INPHI Corp • Semiconductors & related devices • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Morgan Stanley & Co. LLC (“Dealer”) and Inphi Corporation (“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.
November 1, 2016Change of Control Severance Agreement • November 7th, 2016 • INPHI Corp • Semiconductors & related devices
INPHI CORPORATION AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • August 5th, 2019 • INPHI Corp • Semiconductors & related devices • California
This Amended and Restated Change of Control Severance Agreement (this “Agreement”) is made and entered into effective as of August 1, 2019 (the “Effective Date”), by and between John Edmunds (“Executive”) and Inphi Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below. This Agreement supersedes the Change of Control Severance Agreement between the parties dated as of June 8, 2010, as amended.
INPHI CORPORATIONStock Unit Agreement • February 28th, 2018 • INPHI Corp • Semiconductors & related devices • Delaware
Capitalized terms that are used herein but not defined shall have the meanings set forth in the Inphi Corporation 2010 Stock Incentive Plan (the “Plan”) and the Notice of Stock Unit Award – U.S. and Non-U.S. Employees and Consultants (the “Notice”).
Insert Dealer Name] [Insert Dealer Address]Amendment • August 10th, 2020 • INPHI Corp • Semiconductors & related devices • New York
The parties have previously entered into a letter agreement (the “Base Confirmation”) dated as of December 2, 2015 and an additional letter agreement (the “Additional Confirmation” and, together with the Base Confirmation, the “Confirmations” and each a “Confirmation”) dated as of December 4, 2015, the purpose of each of which was to confirm the terms and conditions of the capped call option transactions entered into between [Insert Dealer Name] (“Dealer”) and Inphi Corporation (“Counterparty”). The parties have now agreed to amend each Confirmation by the terms of this Amendment (this “Amendment”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • October 30th, 2020 • INPHI Corp • Semiconductors & related devices • Delaware
This Agreement and Plan of Merger and Reorganization (this “Agreement”) is made and entered into as of October 29, 2020, by and among: (a) Marvell Technology Group Ltd., a Bermuda exempted company (“Marvell”); (b) Maui HoldCo, Inc., a Delaware corporation and a wholly owned Subsidiary of Marvell (“HoldCo”); (c) Maui Acquisition Company Ltd, a Bermuda exempted company and a wholly owned Subsidiary of HoldCo (“Bermuda Merger Sub”); (d) Indigo Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of HoldCo (“Delaware Merger Sub”); and (e) Inphi Corporation, a Delaware corporation (the “Company”). Marvell, HoldCo, Bermuda Merger Sub, Delaware Merger Sub and the Company are referred to collectively in this Agreement as the “parties” and individually as a “party”; and Marvell and the Company are referred to collectively in this Agreement as the “Principal Parties” and individually as a “Principal Party.” Certain capitalized terms used in this Agreement are defined in Exhibi
CONSULTING AGREEMENTConsulting Agreement • November 7th, 2013 • INPHI Corp • Semiconductors & related devices • California
Norman Yeung, an individual (“Consultant”), and Inphi Corporation, a Delaware corporation (“Company”), agree as follows, effective on the Separation Date (as defined in the letter agreement between Consultant and Company dated July 30, 2013 (“Separation Agreement”)):
FIFTH AMENDMENT TO MULTI-TENANT OFFICE LEASEMulti-Tenant Office Lease • February 28th, 2018 • INPHI Corp • Semiconductors & related devices
This FIFTH AMENDMENT TO MULTI-TENANT OFFICE LEASE (this "Fifth Amendment") dated for reference purposes only as of March 7, 2017 (the "Effective Date'), is entered into by and between LBA REALTY FUND III-COMPANY XII, LLC, a Delaware limited liability company ("Landlord"), and INPHI CORPORATION, a Delaware corporation ("Tenant").
SECOND AMENDMENT TO LEASELease • February 28th, 2018 • INPHI Corp • Semiconductors & related devices
This Second Amendment to Lease (this "Second Amendment'') is made as of January 13, 2017, by and between Bayland Corporation, a California corporation ("Lessor"), and Inphi Corporation, a Delaware corporation ("Lessee").
CONFIDENTIAL SEPARATION AGREEMENTConfidential Separation Agreement • April 21st, 2021 • INPHI Corp • Semiconductors & related devices • California
THIS CONFIDENTIAL SEPARATION AGREEMENT (the “Agreement”) is entered into by and between Charles Roach (“Executive”) and Inphi Corporation, a Delaware corporation (the “Company”).
INPHI CORPORATION AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT August 12, 2010Investors’ Rights Agreement • March 7th, 2011 • INPHI Corp • Semiconductors & related devices • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (“Agreement”) is made as of the 12th day of August, 2010, by and among Inphi Corporation, a Delaware corporation (the “Company”), the investors listed on Schedule A hereto, each of whom is herein referred to as an “Investor,” and the founders listed on Schedule B hereto, each of which is herein referred to as a “Founder.”
INPHI CORPORATIONStock Option Agreement • September 20th, 2012 • INPHI Corp • Semiconductors & related devices • Delaware
Capitalized terms that are used herein but not defined shall have the meanings set forth in the Inphi Corporation 2010 Stock Incentive Plan (the “Plan”).
INPHI CORPORATION AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT January 30, 2008Investors’ Rights Agreement • June 16th, 2010 • Inphi Corp • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (“Agreement”) is made as of the 30 th day of January, 2008, by and among Inphi Corporation, a Delaware corporation (the “Company”), the investors listed on Schedule A hereto, each of whom is herein referred to as an “Investor,” and the founders listed on Schedule B hereto, each of which is herein referred to as a “Founder.”
