AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 26, 2013 among M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC. The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent HSBC BANK USA, NATIONAL ASSOCIATION, RBS CITIZENS, N.A.,...Credit Agreement • September 30th, 2013 • M/a-Com Technology Solutions Holdings, Inc. • Semiconductors & related devices • New York
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of September 26, 2013 among M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC., the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and HSBC BANK USA, NATIONAL ASSOCIATION, RBS CITIZENS, N.A., BANK OF AMERICA, N.A. and TD BANK, N.A., as Co-Documentation Agents.
—] Shares M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 23rd, 2011 • M/a-Com Technology Solutions Holdings, Inc. • Semiconductors & related devices • New York
M/A-COM Technology Solutions Holdings, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company named in Schedule II attached hereto (the “Selling Stockholders”), propose, severally and not jointly, to sell an aggregate of — shares (the “Firm Stock”) of the Company’s common stock, par value $[—] per share (the “Common Stock”). Of the [—] shares of the Firm Stock, [—] are being sold by the Company and [—] are being sold by the Selling Stockholders. In addition, the Company and the Selling Stockholders propose, severally and not jointly, to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of [—] additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of
CREDIT AGREEMENT Dated as of May 8, 2014 among M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC., as the Borrower, GOLDMAN SACHS BANK USA, as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer BANK OF AMERICA, N.A., as Syndication...Credit Agreement • May 12th, 2014 • M/a-Com Technology Solutions Holdings, Inc. • Semiconductors & related devices • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of May 8, 2014 among M/A-COM Technology Solutions Holdings, Inc., a Delaware corporation (the “Borrower”), Goldman Sachs Bank USA, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, as Swing Line Lender and as an L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
THIRD AMENDMENT TO LEASE AGREEMENT between COBHAM PROPERTIES, INC. as Lessor and M/A-COM TECHNOLOGY SOLUTIONS INC. as LesseeLease Agreement • October 11th, 2012 • M/a-Com Technology Solutions Holdings, Inc. • Semiconductors & related devices • Massachusetts
THIS THIRD AMENDMENT TO LEASE AGREEMENT (this “Lease”) dated as of October 4, 2012 (“Effective Date”), is made and entered into between COBHAM PROPERTIES, INC., a Delaware corporation (“Lessor”), and M/A-COM TECHNOLOGY SOLUTIONS INC., a Delaware corporation (“Lessee”).
GENERAL RELEASE AGREEMENTGeneral Release Agreement • November 26th, 2019 • MACOM Technology Solutions Holdings, Inc. • Semiconductors & related devices
In consideration for and as a condition precedent to my receipt of the severance payments and benefits to be provided to me by MACOM Technology Solutions Inc. (“MACOM”) pursuant to Section 7 of that certain letter agreement between MACOM and me, dated December 11, 2013 (the “Offer Letter”) and as set forth in the attached letter dated August 5, 2019, to which I am not otherwise entitled, I, on behalf of myself and my heirs, spouse, executors, administrators, beneficiaries, personal representatives, agents and assigns, hereby completely release and forever discharge MACOM, its predecessors (including but not limited to Mindspeed Technologies, LLC), successors, affiliates, subsidiaries and/or related entities and each of its and their past, present, and future officers, directors, stockholders, agents, employees, attorneys, insurers, employee benefit plans, partners, administrators, agents, trustees, representatives, successors and assigns, each individually and in their formal capacitie
Certain confidential information contained in this exhibit has been omitted by means of redacting a portion of the text and replacing it with [***], pursuant to Regulation S-K Item 601(b) of the Securities Act of 1933, as amended. Certain confidential...Asset Purchase Agreement • August 29th, 2023 • MACOM Technology Solutions Holdings, Inc. • Semiconductors & related devices • Delaware
This Asset Purchase Agreement (this “Agreement”) is entered into as of August 22, 2023 by and between MACOM Technology Solutions Holdings, Inc., a Delaware corporation (the “Buyer”), and Wolfspeed, Inc., a North Carolina corporation (the “Seller”). The Buyer and the Seller are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings ascribed to them in Article I or elsewhere in this Agreement.
MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC. as Issuer AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of December 19, 2024Indenture • December 20th, 2024 • MACOM Technology Solutions Holdings, Inc. • Semiconductors & related devices • New York
INDENTURE, dated as of December 19, 2024, between MACOM Technology Solutions Holdings, Inc., 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 corporation, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
CONSULTING AGREEMENTConsulting Agreement • July 17th, 2015 • M/a-Com Technology Solutions Holdings, Inc. • Semiconductors & related devices • Delaware
This CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of July 16, 2015 by and among M/A-COM Technology Solutions Inc., a Delaware corporation (“M/A-COM”), M/A-COM Auto Solutions Inc., a Delaware corporation (the “Company”), and Autoliv ASP Inc., an Indiana corporation (“Autoliv”), and will be effective as of the Closing (as defined in the Purchase Agreement (as defined below)). M/A-COM, the Company and Autoliv are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
BY HAND July 10, 2019 John Croteau Dear John:Separation Agreement • August 6th, 2019 • MACOM Technology Solutions Holdings, Inc. • Semiconductors & related devices • Massachusetts
The purpose of this letter agreement (this “Agreement”) is to confirm the terms of your transition from employment with MACOM Technology Solutions Inc. (the “Company”).
SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 28th, 2012 • M/a-Com Technology Solutions Holdings, Inc. • Semiconductors & related devices • Delaware
THIS SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 28, 2012, by and among (i) M/A-COM Technology Solutions Holdings, Inc., a Delaware corporation (the “Company”), (ii) the Persons set forth under the heading “Summit Investors” on Exhibit A attached hereto, (iii) the Persons set forth under the heading “Continuing Investors” on Exhibit A attached hereto, and (iv) each other Person who acquires Equity Securities of the Company and becomes party to this Agreement by execution of a joinder agreement. The Persons referred to in clauses (ii), (iii) and (iv) of the preceding sentence are referred to herein individually as an “Investor” and collectively as the “Investors.”
M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 21st, 2011 • M/a-Com Technology Solutions Holdings, Inc. • Semiconductors & related devices • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , 2011, by and between M/A-COM Technology Solutions Holdings, Inc., a Delaware corporation (the “Company”, which term shall include, where appropriate, any Entity controlled directly or indirectly by the Company), and (“Indemnitee”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.
MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC. as Issuer AND as Trustee INDENTURE Dated as of March 25, 2021Indenture • March 25th, 2021 • MACOM Technology Solutions Holdings, Inc. • Semiconductors & related devices • New York
Page Article 1Definitions Section 1.01 . Definitions 5 Section 1.02 . References to Interest 16 Article 2Issue, Description, Execution, Registration and Exchange of Notes Section 2.01 . Designation and Amount 16 Section 2.02 . Form of Notes 16 Section 2.03 . Date and Denomination of Notes; Payments of Interest and Defaulted Amounts 17 Section 2.04 . Execution, Authentication and Delivery of Notes 18 Section 2.05 . Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary 19 Section 2.06 . Mutilated, Destroyed, Lost or Stolen Notes 25 Section 2.07 . Temporary Notes 26 Section 2.08 . Cancellation of Notes Paid, Converted, Etc. 27 Section 2.09 . CUSIP Numbers 27 Section 2.10 . Additional Notes; Repurchases 27 Section 2.11 . Ranking 27 Article 3Satisfaction and Discharge Section 3.01 . Satisfaction and Discharge 28 Article 4Particular Covenants of the Company Section 4.01 . Payment of Principal, Settlement Amounts and Interest 28 Section 4.02 . Maintenance of Off
PURCHASE AGREEMENT BY AND AMONG MACOM CONNECTIVITY SOLUTIONS, LLC AND PROJECT DENVER HOLDINGS LLC AND MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC. (SOLELY FOR PURPOSES OF SECTION 11.1) OCTOBER 27, 2017Purchase Agreement • October 27th, 2017 • MACOM Technology Solutions Holdings, Inc. • Semiconductors & related devices • Delaware
This Purchase Agreement (this “Agreement”), dated as of October 27, 2017 (the “Agreement Date”), is entered into among MACOM Connectivity Solutions, LLC, a Delaware limited liability company (“Seller”), MACOM Technology Solutions Holdings, Inc., a Delaware corporation (“Parent”), solely for purposes of Section 11.1, and Project Denver Holdings LLC, a Delaware limited liability company (“Buyer”) (each, a “Party” and collectively, the “Parties”).
STOCK PURCHASE AGREEMENT DATED AS OF JULY 16, 2015 BY AND AMONG AUTOLIV ASP INC., M/A-COM TECHNOLOGY SOLUTIONS INC., M/A-COM AUTO SOLUTIONS INC., AND, FOR THE LIMITED PURPOSE SPECIFIED HEREIN, M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC.Stock Purchase Agreement • July 17th, 2015 • M/a-Com Technology Solutions Holdings, Inc. • Semiconductors & related devices • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of July 16, 2015 by and among (i) Autoliv ASP Inc., an Indiana corporation (“Purchaser”), (ii) M/A-COM Technology Solutions Inc., a Delaware corporation (“Seller”), (iii) M/A-COM Auto Solutions Inc., a Delaware corporation (the “Company”), and (iv) M/A-COM Technology Solutions Holdings, Inc., a Delaware corporation (“Holdings”), solely in its capacity as the guarantor of the Guarantied Obligations pursuant to Section 14.17 and for the purposes of Sections 6.6, 6.7, 9.2(f) and 13.2. Capitalized terms used but not otherwise defined in this Agreement have the meanings ascribed to such terms in Article I. Purchaser, Seller and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
M/A-COM Technology Solutions Holdings, Inc. (Employee)Restricted Stock Agreement • August 1st, 2011 • M/a-Com Technology Solutions Holdings, Inc. • Delaware
This is a Restricted Stock Agreement (“Agreement”) between M/A-COM Technology Solutions Holdings, Inc., a Delaware corporation (the “Company”), and the recipient identified above (the “Recipient”) effective as of the date of grant specified above.
M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC. Common Stock par value $0.001 per share Underwriting AgreementUnderwriting Agreement • February 10th, 2015 • M/a-Com Technology Solutions Holdings, Inc. • Semiconductors & related devices • New York
M/A-COM Technology Solutions Holdings, Inc., a Delaware corporation (the “Company”) and certain stockholders of the Company named in Schedule II attached hereto (the “Selling Stockholders”), propose, severally and not jointly, 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 7,800,000 shares (the “Firm Securities”) of common stock, par value $0.001 per share (“Stock”) of the Company. Of the 7,800,000 shares of Firm Securities, 4,500,000 are being sold by the Company and an aggregate of 3,300,000 are being sold by the Selling Stockholders. In addition, the Selling Stockholders, severally and not jointly, propose to grant to the Underwriters an option to purchase up to an aggregate of 1,170,000 additional shares (the “Optional Securities”) of Stock of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 3 hereof being
AGREEMENT AND PLAN OF MERGERMerger Agreement • October 21st, 2011 • M/a-Com Technology Solutions Holdings, Inc. • Semiconductors & related devices • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 7, 2011, by and among M/A-COM Technology Solutions Inc., a Delaware corporation (“Parent”), Optomai, Inc., a Delaware corporation (the “Company”), Optomai Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), the Company Stockholders listed on Schedule 1-A (the “Principal Stockholders”), and Vivek Rajgarhia, as Stockholders’ Agent (“Stockholders’ Agent”). Parent, the Company, Merger Sub, and the Principal Stockholders are sometimes referred to in this Agreement individually as a “Party,” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings ascribed to them in Article I, unless such terms are defined elsewhere in this Agreement.
SECOND INCREMENTAL AMENDMENTCredit Agreement • March 13th, 2017 • MACOM Technology Solutions Holdings, Inc. • Semiconductors & related devices • New York
SECOND INCREMENTAL AMENDMENT, dated as of March 10, 2017 (this “Amendment”), by and among BARCLAYS BANK PLC (the “Incremental Revolving Lender”), MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC. (f/k/a M/A-COM Technology Solutions Holdings, Inc.), a Delaware corporation (the “Borrower”), and GOLDMAN SACHS BANK USA (“GS”), as administrative agent (in such capacity, the “Administrative Agent”) under the Credit Agreement referred to below.
INCREMENTAL TERM LOAN AMENDMENTIncremental Term Loan Amendment • August 31st, 2016 • MACOM Technology Solutions Holdings, Inc. • Semiconductors & related devices • New York
INCREMENTAL TERM LOAN AMENDMENT, dated as of August 31, 2016 (this “Amendment”), by and among the lender party hereto (the “Incremental Term Lender”), MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC. (f/k/a M/A-COM Technology Solutions Holdings, Inc.), a Delaware corporation (the “Borrower”), and GOLDMAN SACHS BANK USA (“GS”), as administrative agent (in such capacity, the “Administrative Agent”) under the Credit Agreement referred to below.
ASSET PURCHASE AND INTELLECTUAL PROPERTY LICENSE AGREEMENT BY AND BETWEEN CIG SHANGHAI CO., LTD. AND MACOM JAPAN LIMITED AND, SOLELY WITH RESPECT TO SECTIONS 2.5 AND 12.6 HEREOF, MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC. DATED AS OF: APRIL 30, 2018Asset Purchase and Intellectual Property License Agreement • May 15th, 2018 • MACOM Technology Solutions Holdings, Inc. • Semiconductors & related devices
August 19, 2013Confidentiality Agreement • November 19th, 2013 • M/a-Com Technology Solutions Holdings, Inc. • Semiconductors & related devices • Delaware
INCREMENTAL AMENDMENTIncremental Amendment • May 13th, 2015 • M/a-Com Technology Solutions Holdings, Inc. • Semiconductors & related devices • New York
INCREMENTAL AMENDMENT, dated as of February 13, 2015 (this “Amendment”), by and among MORGAN STANLEY SENIOR FUNDING, INC. (the “Incremental Revolving Lender”), M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC., a Delaware corporation (the “Borrower”) and GOLDMAN SACHS BANK USA (“GS”), as administrative agent (in such capacity, the “Administrative Agent”) under the Credit Agreement referred to below.
CONSULTING AGREEMENTConsulting Agreement • November 26th, 2019 • MACOM Technology Solutions Holdings, Inc. • Semiconductors & related devices • Massachusetts
THIS CONSULTING AGREEMENT (this “Agreement”) is made this 13th day of September 2019, by and between MACOM Technology Solutions Inc., a Delaware corporation (“MACOM”), and Vivek Rajgarhia, an individual (“Consultant”).
AMENDMENT TO ASSET PURCHASE AND INTELLECTUAL PROPERTY LICENSE AGREEMENTAsset Purchase and Intellectual Property License Agreement • May 15th, 2018 • MACOM Technology Solutions Holdings, Inc. • Semiconductors & related devices
This AMENDMENT TO ASSET PURCHASE AND INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Amendment”) is made and entered into as of May 10, 2018 by and among CIG Shanghai Co., Ltd. a company established under the laws of PRC, and MACOM Japan Limited, a company established under the laws of Japan. Capitalized terms used in this Amendment without definition shall have the respective meanings given to them in the Agreement.
LOAN AGREEMENTLoan Agreement • August 1st, 2011 • M/a-Com Technology Solutions Holdings, Inc. • New York
THIS LOAN AGREEMENT (this “Agreement”) is dated as of December 3, 2010, among M/A-COM TECHNOLOGY SOLUTIONS INC., a corporation organized under the laws of the State of Delaware (“M/A-COM Technology”), M/A-COM AUTO SOLUTIONS INC., a corporation organized under the laws of the State of Delaware (“M/A-COM Auto”), LASER DIODE INCORPORATED (“Laser”), a corporation organized under the laws of the State of Nevada, and MIMIX BROADBAND, INC., a corporation organized under the laws of the State of Texas (“Mimix”, and together with M/A-COM Technology, M/A-COM Auto and Laser, each a “Borrower” and, collectively, “Borrowers”), M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC. (“Holdings”), the other Persons party to this Agreement that are designated as a “Guarantor” (together with Holdings, collectively, “Guarantors”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and RBS BUSINESS CAPITAL, a division of RBS Asset Finance, Inc., a corporation o
PURCHASE AGREEMENTPurchase Agreement • August 1st, 2011 • M/a-Com Technology Solutions Holdings, Inc. • New York
This Purchase Agreement (this “Agreement”) is made and entered into as of this 30th day of March, 2009 by and among Cobham Defense Electronic Systems Corporation, Inc., a Massachusetts corporation (“CDES”), Lockman Electronic Holdings Limited, a corporation organized under the laws of England and Wales (“Lockman” and, together with CDES, “Sellers”, and each a “Seller”) and Kiwi Stone Acquisition Corp., a Delaware corporation (“Purchaser”). Each of the Sellers and Purchaser are herein referred to individually as a “Party” and collectively as the “Parties.”
AGREEMENT AND PLAN OF MERGER BY AND AMONG M/A-COM TECHNOLOGY SOLUTIONS INC., BINOPTICS CORPORATION, BOREALIS MERGER SUB, INC. AND ITHACA STOCKHOLDERS’ AGENT, LLC, AS STOCKHOLDERS’ AGENT NOVEMBER 17, 2014Merger Agreement • November 19th, 2014 • M/a-Com Technology Solutions Holdings, Inc. • Semiconductors & related devices • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 17, 2014, by and among M/A-COM Technology Solutions Inc., a Delaware corporation (“Parent”), BinOptics Corporation, a Delaware corporation (the “Company”), Borealis Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Ithaca Stockholders’ Agent, LLC, a New York limited liability company, as Stockholders’ Agent (“Stockholders’ Agent”). Parent, the Company, and Merger Sub are sometimes referred to in this Agreement individually as a “Party,” and collectively as the “Parties.”
AGREEMENT AND PLAN OF MERGER by and among: MINDSPEED TECHNOLOGIES, INC. a Delaware corporation; M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC. a Delaware corporation; and MICRO MERGER SUB, INC. a Delaware corporation Dated as of November 5, 2013Merger Agreement • November 5th, 2013 • M/a-Com Technology Solutions Holdings, Inc. • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of November 5, 2013 by and among: M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC., a Delaware corporation (“Parent”); Micro Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and MINDSPEED TECHNOLOGIES, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC. Incentive Stock Option Agreement (Under the 2009 Omnibus Stock Plan)Incentive Stock Option Agreement • August 1st, 2011 • M/a-Com Technology Solutions Holdings, Inc. • Delaware
This is an Incentive Stock Option Agreement (the “Agreement”) between M/A-COM Technology Solutions Holdings, Inc., a Delaware corporation (the “Company”), and the optionee identified above (the “Optionee”) effective as of the date of grant specified above.
FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 21st, 2013 • M/a-Com Technology Solutions Holdings, Inc. • Semiconductors & related devices • Delaware
THIS FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Amendment”) is made as of May 20, 2013, by and among M/A-COM Technology Solutions Holdings, Inc., a Delaware corporation (the “Company”), and the Persons listed as set forth on the signature pages hereto, each of which is an Investor under that certain Second Amended and Restated Investor Rights Agreement, dated as of February 28, 2012 (the “Agreement”), for the purpose of making certain amendments to the Agreement. Unless otherwise defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
SUPPORT AGREEMENTSupport Agreement • November 21st, 2016 • MACOM Technology Solutions Holdings, Inc. • Semiconductors & related devices • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”) dated November 21, 2016, is entered into between MACOM Technology Solutions Holdings, Inc., a Delaware corporation (“Parent”), Montana Merger Sub I, Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“Purchaser”), and (“Stockholder”), with respect to (i) the shares of common stock, par value $0.01 per share (the “Shares”), of Applied Micro Circuits Corporation, a Delaware corporation (the “Company”), (ii) all securities exchangeable, exercisable or convertible into Shares and (iii) any securities issued or exchanged with respect to such Shares, and upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of the Company or upon any other change in the Company’s capital structure, in each case whether now owned or hereafter acquired by the Stockholder (collectively, the “Company Securities”).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • December 11th, 2013 • M/a-Com Technology Solutions Holdings, Inc. • Semiconductors & related devices • California
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is entered into as of December , 2013, by and between M/A-COM Technology Solutions Holdings, Inc., a Delaware corporation and/or its assigns (“Purchaser”), Mindspeed Technologies, Inc. (“Mindspeed”) and Preetinder Virk, (“Virk”) a current employee, executive officer and shareholder of Mindspeed Technologies, Inc. The parties agree that this Agreement is contingent upon the closing of the Transaction (defined below) and that the terms herein shall be null and void in the event that the Transaction fails to close.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 3rd, 2013 • M/a-Com Technology Solutions Holdings, Inc. • Semiconductors & related devices
This Amendment No. 1 (this “Amendment”) to that certain Agreement and Plan of Merger, dated as of April 7, 2011, by and among M/A-COM Technology Solutions Inc., a Delaware corporation (“Parent”), Optomai, Inc., a Delaware corporation (the “Company”), Optomai Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent, the Company Stockholders listed on Schedule 1-A thereto (the “Principal Stockholders”), and Vivek Rajgarhia, as Stockholders’ Agent (“Stockholders’ Agent”) (the “Merger Agreement”) is entered into as of May 2, 2013, by and among Parent, the Company, the Principal Stockholders and Stockholders’ Agent (collectively, the “Parties”).
CONFIDENTIAL Mindspeed Technologies, Inc. East Tower Newport Beach, California 92660 Attention: Mr. Dwight W. Decker, Chairman Ladies and Gentlemen:Letter Agreement • November 19th, 2013 • M/a-Com Technology Solutions Holdings, Inc. • Semiconductors & related devices • Delaware
This letter agreement (this “Agreement”) sets forth the terms upon which M/A-COM Technology Solutions Holdings, Inc., a Delaware corporation (“MACOM”), agrees to continue discussions and other activities regarding a potential acquisition of Mindspeed Technologies, Inc., a Delaware corporation (the “Company”) (such acquisition, the “Transaction”) and certain related matters.
AMENDMENT NO. 1 Dated as of November 5, 2013 to AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 26, 2013Credit Agreement • November 5th, 2013 • M/a-Com Technology Solutions Holdings, Inc. • Semiconductors & related devices • New York
THIS AMENDMENT NO. 1 (this “Amendment”) is made as of November 5, 2013 by and among M/A-COM Technology Solutions Holdings, Inc., a Delaware corporation (the “Borrower”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under that certain Amended and Restated Credit Agreement dated as of September 26, 2013 by and among the Borrower, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
