AGREEMENT AND PLAN OF MERGER by and among LUMENTUM HOLDINGS INC. NEPTUNE MERGER SUB, INC. and NEOPHOTONICS CORPORATION Dated as of November 3, 2021Agreement and Plan of Merger • November 5th, 2021 • Lumentum Holdings Inc. • Communications equipment, nec
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 3, 2021, by and among Lumentum Holdings Inc., a Delaware corporation (“Parent”), Neptune Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and NeoPhotonics Corporation, a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.
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, 2018Agreement and Plan of Merger • March 12th, 2018 • Lumentum Holdings Inc. • Communications equipment, nec • 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.
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 25th, 2015 • Lumentum Holdings Inc. • Communications equipment, nec • Delaware
This INDEMNIFICATION AGREEMENT, dated ___________, is made between Lumentum Holdings Inc., a Delaware corporation (the “Company”), and __________ (the “Indemnitee”).
Lumentum Holdings Inc.Purchase Agreement • March 8th, 2017 • Lumentum Holdings Inc. • Communications equipment, nec • New York
Lumentum Holdings Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”), for whom Goldman, Sachs & Co. is acting as representative (the “Representative”), an aggregate of $400,000,000 principal amount of the 0.250% Convertible Senior Notes due 2024 (the “Firm Securities”), and, at the election of the Representative on behalf of the Purchasers, up to an aggregate of $50,000,000 additional aggregate principal amount of such 0.250% Convertible Senior Notes due 2024, solely to cover over-allotments (the “Optional Securities”). The Firm Securities and any Optional Securities that the Purchasers elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”. The Securities will be convertible at the Company’s election into cash, shares of common stock of the Company, par value $0.001 per share (
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among COHERENT, INC., LUMENTUM HOLDINGS INC., CHEETAH ACQUISITION SUB, INC., and CHEETAH ACQUISITION SUB LLC Dated as of March 9, 2021Agreement and Plan of Merger • March 10th, 2021 • Lumentum Holdings Inc. • Communications equipment, nec • New York
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 9, 2021, is by and among Coherent, Inc., a Delaware corporation (the “Company”), Lumentum Holdings Inc., a Delaware corporation (“Parent”), Cheetah Acquisition Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub I”), and Cheetah Acquisition Sub LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”). Parent, the Merger Subs and the Company are each sometimes referred to herein as a “Party” and, collectively, as the “Parties, and is effective as of January 18, 2021 (the “Original Agreement Date”).”
LUMENTUM HOLDINGS INC. (Company) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Trustee) 0.50% Convertible Senior Notes due 2028 INDENTURE Dated as of March 8, 2022Lumentum Holdings Inc. • March 8th, 2022 • Communications equipment, nec • New York
INDENTURE, dated as March 8, 2022, between Lumentum Holdings Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).
EMPLOYEE MATTERS AGREEMENT BY AND AMONG JDS UNIPHASE CORPORATION, LUMENTUM HOLDINGS INC., AND LUMENTUM OPERATIONS LLC. JULY 31, 2015Employee Matters Agreement • August 6th, 2015 • Lumentum Holdings Inc. • Communications equipment, nec • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of July 31, 2015 (the “Effective Date”), is by and between JDS Uniphase Corporation, a Delaware corporation which is anticipated to be renamed Viavi Solutions, Inc. (“JDSU”), Lumentum Holdings Inc., a Delaware corporation (“Holdings”), and Lumentum Operations LLC, a Delaware corporation (“Lumentum”). Certain terms used in this Agreement are defined in Section 1.1.
CONTRIBUTION AGREEMENT BY AND BETWEEN JDS UNIPHASE CORPORATION AND LUMENTUM OPERATIONS LLC JULY 31, 2015Contribution Agreement • August 6th, 2015 • Lumentum Holdings Inc. • Communications equipment, nec • Delaware
This CONTRIBUTION AGREEMENT (this “Agreement”), dated as of July 31, 2015 (the “Contribution Date”), is by and between JDS Uniphase Corporation, a Delaware corporation which is anticipated to be renamed Viavi Solutions, Inc. (“JDSU”), and Lumentum Operations LLC, a Delaware limited liability company (“Lumentum”). Certain terms used in this Agreement are defined in Section 1.1.
INTELLECTUAL PROPERTY MATTERS AGREEMENT BY AND BETWEEN JDS UNIPHASE CORPORATION AND LUMENTUM OPERATIONS LLC JULY 31, 2015Intellectual Property Matters Agreement • August 6th, 2015 • Lumentum Holdings Inc. • Communications equipment, nec • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of July 31, 2015 (“Effective Date” or “Contribution Date”), is by and between JDS Uniphase Corporation, a Delaware corporation which is anticipated to be renamed Viavi Solutions, Inc. (“JDSU”), and Lumentum Operations LLC, a Delaware limited liability company (“Lumentum”). Certain terms used in this Agreement are defined in Section 1.1.
TAX MATTERS AGREEMENT BY AND BETWEEN JDS UNIPHASE CORPORATION AND LUMENTUM HOLDINGS INC. JULY 31, 2015Tax Matters Agreement • August 6th, 2015 • Lumentum Holdings Inc. • Communications equipment, nec • Delaware
This Tax Matters Agreement (this “Agreement”) dated as of July 31, 2015, is by and between: JDS Uniphase Corporation, a Delaware corporation which is anticipated to be renamed Viavi Solutions, Inc. (“JDSU”), and Lumentum Holdings Inc., a Delaware corporation, (“Holdings”). Certain terms used in this Agreement are defined in Section 1.1.
AGREEMENT AND PLAN OF MERGER by and among COHERENT, INC., LUMENTUM HOLDINGS INC., CHEETAH ACQUISITION SUB, INC., and CHEETAH ACQUISITION SUB LLC Dated as of January 18, 2021Agreement and Plan of Merger • January 19th, 2021 • Lumentum Holdings Inc. • Communications equipment, nec • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 18, 2021, is by and among Coherent, Inc., a Delaware corporation (the “Company”), Lumentum Holdings Inc., a Delaware corporation (“Parent”), Cheetah Acquisition Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub I”), and Cheetah Acquisition Sub LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”). Parent, the Merger Subs and the Company are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN JDS UNIPHASE CORPORATION AND LUMENTUM HOLDINGS INC. DATED AS OF JULY 31, 2015S and Registration Rights Agreement • August 6th, 2015 • Lumentum Holdings Inc. • Communications equipment, nec • Delaware
This STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 31, 2015 by and between JDS Uniphase Corporation, a Delaware corporation (“JDSU”), and Lumentum Holdings Inc., a Delaware corporation and wholly owned subsidiary of JDSU (“Lumentum”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1.01.
SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG JDS UNIPHASE CORPORATION, LUMENTUM HOLDINGS INC. AND LUMENTUM OPERATIONS LLC July 31, 2015Separation and Distribution Agreement • August 6th, 2015 • Lumentum Holdings Inc. • Communications equipment, nec • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of July 31, 2015 (the “Effective Date”), is by and between JDS Uniphase Corporation, a Delaware corporation which is anticipated to be renamed Viavi Solutions, Inc. (“JDSU”), Lumentum Holdings Inc., a Delaware corporation (“Holdings”) and Lumentum Operations LLC, a Delaware limited liability company (“Lumentum”) (this “Agreement”). Certain terms used in this Agreement are defined in Section 1.1.
Lumentum Holdings Inc.Purchase Agreement • March 8th, 2022 • Lumentum Holdings Inc. • Communications equipment, nec • New York
Lumentum Holdings Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to Goldman Sachs & Co. LLC and BofA Securities, Inc. (the “Purchasers”), an aggregate of $750,000,000 principal amount of the 0.50% Convertible Senior Notes due 2028 (the “Firm Securities”), and, at the election of the Purchasers, up to an aggregate of $112,500,000 additional aggregate principal amount of such 0.50% Convertible Senior Notes due 2028 (the “Optional Securities”). The Firm Securities and any Optional Securities that the Purchasers elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”. The Securities will be convertible at the Company’s election into cash, shares of common stock of the Company, par value $0.001 per share (“Stock”), or a combination of cash and Stock.
MEMBERSHIP INTEREST TRANSFER AGREEMENTMembership Interest Transfer Agreement • August 6th, 2015 • Lumentum Holdings Inc. • Communications equipment, nec • Delaware
This MEMBERSHIP INTEREST TRANSFER AGREEMENT (“Agreement”) is made effective as of July 31, 2015 (the “Effective Date”) by and between JDS Uniphase Corporation, a Delaware corporation which is anticipated to be renamed Viavi Solutions, Inc. (the “Transferor”) and Lumentum Inc., a Delaware corporation (the “Transferee”).
REAL ESTATE PURCHASE AND SALE AGREEMENTReal Estate Purchase and Sale Agreement • August 27th, 2019 • Lumentum Holdings Inc. • Communications equipment, nec
THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (this "Agreement") is dated as of May 7, 2019 (the "Effective Date"), by and between MNCVAD-GRAYMARK RIDDER PARK LLC, a Delaware limited liability company ("Seller"), and LUMENTUM OPERATIONS LLC, a Delaware limited liability company ("Buyer"). Seller and Buyer are sometimes collectively referred to herein as "Parties" and individually as "Party."
February 4, 2016 Craig CocchiLumentum Holdings Inc. • February 4th, 2016 • Communications equipment, nec
CREDIT AND GUARANTY AGREEMENT dated as of December 10, 2018 by and among LUMENTUM HOLDINGS INC., as Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as Guarantor Subsidiaries, The Lenders From Time to Time Party Hereto,...Pledge and Security Agreement • December 10th, 2018 • Lumentum Holdings Inc. • Communications equipment, nec • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of December 10, 2018 (this “Agreement”), is entered into by and among LUMENTUM HOLDINGS INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower from time to time party hereto, as Guarantor Subsidiaries, the Lenders from time to time party hereto, and DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as collateral agent (together with its permitted successors in such capacity, the “Collateral Agent”).
thereof (each, a “Renewal Term”) unless any party provides the other parties with written notice of non-renewal at least 90 days prior to the date of automatic renewal, in which case the Agreement will expire at the end of the Initial Term or Renewal...Employment Agreement • November 4th, 2021 • Lumentum Holdings Inc. • Communications equipment, nec • California
SECURITIES PURCHASE AGREEMENT BY AND AMONG JDS UNIPHASE CORPORATION, LUMENTUM HOLDINGS INC., AND AMADA HOLDINGS CO., LTD. MAY 12, 2015Securities Purchase Agreement • June 17th, 2015 • Lumentum Holdings Inc. • Communications equipment, nec • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of May 12, 2015 by and among (i) JDS Uniphase Corporation, a Delaware corporation (“JDSU” or the “Seller”), (ii) Lumentum Holdings Inc., a Delaware corporation (“Holdings”), and (iii) Amada Holdings Co., Ltd., a Japanese corporation (“Investor”). The parties hereby agree as follows:
July 31, 2018Lumentum Holdings Inc. • August 28th, 2018 • Communications equipment, nec
AGREEMENT AND PLAN OF MERGER by and among LUMENTUM HOLDINGS INC., CRIUS MERGER SUB INC., CLOUD LIGHT OPTOELECTRONICS LIMITED, AND FORTIS ADVISORS LLC, as Securityholder Representative October 29, 2023Agreement and Plan of Merger • October 30th, 2023 • Lumentum Holdings Inc. • Communications equipment, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 29, 2023 (the “Agreement Date”), by and among LUMENTUM HOLDINGS INC. a Delaware corporation (“Acquiror”), Crius Merger Sub Inc., a BVI business company limited by shares incorporated under the laws of the British Virgin Islands with company number 2132602 and whose registered office is located at 171 Main Street, Road Town, Tortola, British Virgin Islands, VG1110 and a direct or indirect wholly owned subsidiary of Acquiror (“Merger Sub”), CLOUD LIGHT OPTOELECTRONICS LIMITED, a BVI business company limited by shares incorporated under the laws of the British Virgin Islands with company number 2037335 and its registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the agent for and on behalf of the Securityholders under this Ag
SEPARATION, CONTRIBUTION AND DISTRIBUTION AGREEMENT BY AND AMONG JDS UNIPHASE CORPORATION, LUMENTUM HOLDINGS INC. AND LUMENTUM INC.Contribution and Distribution Agreement • April 23rd, 2015 • Lumentum Holdings Inc. • Communications equipment, nec • Delaware
LUMENTUM HOLDINGS INC. EMPLOYMENT AGREEMENTEmployment Agreement • August 6th, 2015 • Lumentum Holdings Inc. • Communications equipment, nec • California
This employment agreement (the “Agreement”) is entered into by and among Lumentum Holdings Inc. (the “Company”), Lumentum Operations, LLC (the “Employer”), and Alan Lowe (“Executive”) to be effective as of the effective date of the Separation and Distribution Agreement by and between JDS Uniphase Corporation, Lumentum Holdings Inc. and Lumentum Operations, LLC (the “Effective Date”).
