INDEMNITY AGREEMENTIndemnity Agreement • October 5th, 2015 • ADESTO TECHNOLOGIES Corp • Semiconductors & related devices • Delaware
This Indemnity Agreement, dated as of , 2015 (this “Agreement”) is made by and between Adesto Technologies Corporation, a Delaware corporation (the “Company”), and , a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER by and among: Dialog Semiconductor plc, a company incorporated in England and Wales; Azara Acquisition Corp., a Delaware corporation; and Adesto Technologies Corporation a Delaware corporation Dated as of February 20, 2020Agreement and Plan of Merger • February 20th, 2020 • ADESTO TECHNOLOGIES Corp • Semiconductors & related devices • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of February 20, 2020, by and among: Dialog Semiconductor plc, a company incorporated in England and Wales (“Parent”); Azara Acquisition Corp., a Delaware corporation and a wholly owned direct or indirect subsidiary of Parent (“Merger Sub”); and Adesto Technologies Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE MODIFIED NETADESTO TECHNOLOGIES Corp • September 14th, 2015 • Semiconductors & related devices
4,375,000 Shares* ADESTO TECHNOLOGIES CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 15th, 2017 • ADESTO TECHNOLOGIES Corp • Semiconductors & related devices • New York
Adesto Technologies Corporation, a Delaware corporation (the “Company”), proposes to issue and sell 4,375,000 shares (the “Firm Shares”) of the Company’s Common Stock, $0.0001 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 Company has also agreed to grant to you and the other Underwriters an option (the “Option”) to purchase up to an additional 625,000 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.”
ContractADESTO TECHNOLOGIES Corp • July 21st, 2015 • Semiconductors & related devices • London
[*] 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.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • February 20th, 2020 • ADESTO TECHNOLOGIES Corp • Semiconductors & related devices • Delaware
This Voting and Support Agreement (this “Agreement”) is entered into as of February [•], 2020, by and between Dialog Semiconductor plc, a company incorporated in England and Wales (“Parent”), and ____________________ (“Stockholder”).
CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • March 18th, 2019 • ADESTO TECHNOLOGIES Corp • Semiconductors & related devices • California
This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between [____] (the “Executive”) and Adesto Technologies., a Delaware corporation (the “Company”), and is effective as of [], 201[__] (the “Effective Date”).
Technology License Agreement BetweenTechnology License Agreement • July 21st, 2015 • ADESTO TECHNOLOGIES Corp • Semiconductors & related devices • Arizona
THIS IS A TECHNOLOGY LICENSE AGREEMENT (“Agreement”), entered into this 15th day of January, 2007 (the “Effective Date”), by and between AXON TECHNOLOGIES CORPORATION (“Axon”), a Delaware corporation having its principal place of business at 7702 E. Doubletree Ranch Road, Suite 300, Scottsdale, AZ 85258, and ADESTO TECHNOLOGIES CORPORATION INC. (“Adesto”), a California corporation having its principal place of business at 440 N. Wolfe Road, Sunnyvale, CA 94058.
CREDIT AGREEMENT among ADESTO TECHNOLOGIES CORPORATION and ARTEMIS ACQUISITION LLC, as the Borrowers and OPUS BANK as Lender $15,000,000 Term Loan Facility Dated as of April 30, 2015General Security Agreement • September 14th, 2015 • ADESTO TECHNOLOGIES Corp • Semiconductors & related devices • California
This CREDIT AGREEMENT (“Agreement”) is entered into as of April 30, 2015, by and among ADESTO TECHNOLOGIES CORPORATION, a California corporation (“Adesto”), ARTEMIS ACQUISITION LLC, a California limited liability company (“Artemis”, and, together with Adesto, collectively, the “Borrowers”), OPUS BANK, a California commercial bank, as Lender (“Lender”),
ADESTO TECHNOLOGIES CORPORATION FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 26th, 2015 • ADESTO TECHNOLOGIES Corp • Semiconductors & related devices • California
THIS FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 19th day of August 2013 by and among Adesto Technologies Corporation, a California corporation (the “Company”), and each of the investors listed on Schedule A hereto (each, an “Investor,” and collectively, the “Investors”).
CREDIT AGREEMENT dated as of May 8, 2018, among ADESTO TECHNOLOGIES CORPORATION, as Borrower, THE LENDERS PARTY HERETO, CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent, and OBSIDIAN AGENCY SERVICES, INC., as Collateral AgentCredit Agreement • August 9th, 2018 • ADESTO TECHNOLOGIES Corp • Semiconductors & related devices • New York
This CREDIT AGREEMENT is dated as of May 8, 2018 and entered into by and among Adesto Technologies Corporation, a Delaware corporation (the “Borrower”), the Lenders (as defined in Article I), Cortland Capital Market Services LLC (“Cortland”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”) and, Obsidian Agency Services, Inc. (“Obsidian”), as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”).
Commercial SubleaseADESTO TECHNOLOGIES Corp • October 13th, 2015 • Semiconductors & related devices • California
SECOND BUSINESS FINANCING MODIFICATION AGREEMENTSecond Business Financing Modification Agreement • October 5th, 2017 • ADESTO TECHNOLOGIES Corp • Semiconductors & related devices
This Second Business Financing Modification Agreement (this “Modification Agreement”) is entered into as of September 29, 2017, by and between WESTERN ALLIANCE BANK, an Arizona corporation (“Lender”), and ADESTO TECHNOLOGIES CORPORATION, a Delaware corporation (“Borrower”).
CELL LIBRARY LICENSE AGREEMENTLibrary License Agreement • July 21st, 2015 • ADESTO TECHNOLOGIES Corp • Semiconductors & related devices • California
This CELL LIBRARY LICENSE AGREEMENT (this “Agreement”) is entered into as of September 28, 2012 by and between Atmel Corporation, a Delaware corporation (“Licensor”), Adesto Technologies Corporation, a California Corporation (“Parent”) and Artemis Acquisition LLC, a California Limited Liability Company (“Licensee”). Each of Parent, Licensor and Licensee are referred to herein individually as a “Party” and collectively as the “Parties.”
CREDIT AGREEMENT among ADESTO TECHNOLOGIES CORPORATION and ARTEMIS ACQUISITION LLC, as the Borrowers and OPUS BANK as Lender $15,000,000 Term Loan Facility Dated as of April 30, 2015Credit Agreement • May 14th, 2015 • ADESTO TECHNOLOGIES Corp • Semiconductors & related devices • California
This CREDIT AGREEMENT (“Agreement”) is entered into as of April 30, 2015, by and among ADESTO TECHNOLOGIES CORPORATION, a California corporation (“Adesto”), ARTEMIS ACQUISITION LLC, a California limited liability company (“Artemis”, and, together with Adesto, collectively, the “Borrowers”), OPUS BANK, a California commercial bank, as Lender (“Lender”),
PROCESS TECHNOLOGY AND IP LICENSE AGREEMENTProcess Technology and Ip License Agreement • July 21st, 2015 • ADESTO TECHNOLOGIES Corp • Semiconductors & related devices • California
This PROCESS TECHNOLOGY AND IP LICENSE AGREEMENT (this “Agreement”) is entered into as of September 28, 2012 by and between Atmel Corporation, a Delaware corporation (“Licensor”), Adesto Technologies Corporation, a California Corporation (“Parent”) and Artemis Acquisition LLC, a California Limited Liability Company (“Licensee”). Each of Parent, Licensor and Licensee are referred to herein individually as a “Party” and collectively as the “Parties.”
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 15th, 2018 • ADESTO TECHNOLOGIES Corp • Semiconductors & related devices
FORM OF PRINCIPAL OFFICER CHANGE IN CONTROL AND SEVERANCE AGREEMENTControl and Severance Agreement • August 4th, 2017 • ADESTO TECHNOLOGIES Corp • Semiconductors & related devices • California
This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between (the “Executive”) and Adesto Technologies., a Delaware corporation (the “Company”), and is effective as of July [ ], 2017 (the “Effective Date”).
LEASE between Peterson Ridge LLC, as the Landlord and Adesto Technologies Corporation, as the TenantADESTO TECHNOLOGIES Corp • November 6th, 2015 • Semiconductors & related devices
This Lease is dated November 2nd, 2015 and is between Peterson Ridge LLC, a Delaware limited liability company (“Landlord”), and Adesto Technologies Corporation, a Delaware corporation (“Tenant”).
WARRANT PURCHASE AGREEMENT dated as of May 8, 2018 by and among Adesto Technologies Corporation and Each of the Investors Listed on Exhibit AWarrant Purchase Agreement • August 9th, 2018 • ADESTO TECHNOLOGIES Corp • Semiconductors & related devices • New York
THIS WARRANT PURCHASE AGREEMENT is made as of May 8, 2018 (this “Agreement”) by and among Adesto Technologies Corporation, a Delaware corporation (the “Company”), and each of the investors listed on Exhibit A hereto (together with their successors and assigns, the “Investors”).
6,700,000 Shares ADESTO TECHNOLOGIES CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 11th, 2018 • ADESTO TECHNOLOGIES Corp • Semiconductors & related devices • New York
Adesto Technologies Corporation, a Delaware corporation (the “Company”), proposes to issue and sell, pursuant to the terms of this Agreement, 6,700,000 shares (the “Firm Shares”) of the Company’s Common Stock, $0.0001 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 representatives (the “Representatives”). The Company has also agreed to grant to you and the other Underwriters an option (the “Option”) to purchase up to an additional 1,005,000 shares of Common Stock, on the terms and for the purposes set forth in Section 1(b) (the “Option Shares”). Pursuant to that certain Agreement and Plan of Merger, dated as of June 28, 2018 (as amended, the “Merger Agreement”), by and among the Company, Circuit Acquisition Corporation, a wholly owned subsidiary of the Company (“Merger Sub”), and Echelon Corporation (“Echelon”), subject to the conditions set forth in the Merg
AMENDMENT TO COMMERCIAL SUBLEASECommercial Sublease • November 6th, 2015 • ADESTO TECHNOLOGIES Corp • Semiconductors & related devices
This Amendment to Commercial Sublease (“Amendment”) is made by, eGain Corporation (“Sublandlord”) and Adesto Technologies Corporation (“Subtenant”), this 2nd day of November 2015 (“Amendment Date”).
ADESTO TECHNOLOGIES CORPORATION, AS COMPANY, and AS TRUSTEE First Supplemental Indenture Dated as of June 29, 2020 to the Indenture Dated as of September 23, 2019 FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • June 29th, 2020 • ADESTO TECHNOLOGIES Corp • Semiconductors & related devices • New York
This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of June 29, 2020, is by and between Adesto Technologies Corporation, a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
ADESTO TECHNOLOGIES CORPORATION AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 14th, 2015 • ADESTO TECHNOLOGIES Corp • Semiconductors & related devices
This Amended and Restated Employment Agreement (this “Agreement”) is entered into as of August 16, 2013 by and between Adesto Technologies Corporation, a California corporation (the “Company”), and Narbeh Derhacobian (“Employee” or “you”).
BUSINESS FINANCING AGREEMENTBusiness Financing Agreement • November 14th, 2016 • ADESTO TECHNOLOGIES Corp • Semiconductors & related devices • California
This BUSINESS FINANCING AGREEMENT, dated as of July 7, 2016, is made and entered into between WESTERN ALLIANCE BANK, AN ARIZONA CORPORATION (“Lender”) and ADESTO TECHNOLOGIES CORPORATION, a Delaware corporation (“Borrower”) on the following terms and conditions:
FIRST BUSINESS FINANCING MODIFICATION AGREEMENTFirst Business Financing Modification Agreement • March 24th, 2017 • ADESTO TECHNOLOGIES Corp • Semiconductors & related devices
This First Business Financing Modification Agreement (this “Modification Agreement”) is entered into as of December 30th, 2016, by and between WESTERN ALLIANCE BANK, an Arizona corporation (“Lender”), and ADESTO TECHNOLOGIES CORPORATION, a Delaware corporation (“Borrower”).
ADESTO TECHNOLOGIES CORPORATION AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 23, 2019 4.25% Convertible Senior Notes due 2024Adesto Technologies • September 24th, 2019 • ADESTO TECHNOLOGIES Corp • Semiconductors & related devices • New York
INDENTURE, dated as of September 23, 2019, between ADESTO TECHNOLOGIES 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).
