EXHIBIT 1.1 3,000,000 SHARES VITESSE SEMICONDUCTOR CORPORATION COMMON STOCK ($.01 PAR VALUE) UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • October 23rd, 1996 • Vitesse Semiconductor Corp • Semiconductors & related devices • New York
RIGHTS AGREEMENTRights Agreement • March 5th, 2003 • Vitesse Semiconductor Corp • Semiconductors & related devices • New York
Execution Version SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Agreement") is made and entered into as of the 7th day of June, 2006, by and among Vitesse Semiconductor Corporation, a Delaware corporation ("Vitesse" or "Grantor"), and each direct...Security Agreement • June 12th, 2006 • Vitesse Semiconductor Corp • Semiconductors & related devices • New York
EXHIBIT 10.29 [LOGO OF SILICON VALLEY BANK] Amendment to Loan Agreement Borrower: Vitesse Semiconductor Corporation Address: 741 Calle Plano Camarillo, California 93012 Date: January 22, 1997 THIS AMENDMENT TO LOAN AGREEMENT is entered into between...Loan Agreement • December 30th, 1997 • Vitesse Semiconductor Corp • Semiconductors & related devices
EXHIBIT 4.2 RESALE REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2000 • Vitesse Semiconductor Corp • Semiconductors & related devices • New York
INDENTURE Between Vitesse Semiconductor Corporation, the Company And State Street Bank and Trust Company of California, N.A., as TrusteeVitesse Semiconductor Corp • May 15th, 2000 • Semiconductors & related devices • New York
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of the Effective Date between SILICON VALLEY BANK, a California corporation ("Bank"), and Vitesse...Loan and Security Agreement • May 18th, 2006 • Vitesse Semiconductor Corp • Semiconductors & related devices
EXHIBIT 10.30 PARTICIPATION AGREEMENT dated as of October 30, 1996Participation Agreement • December 30th, 1997 • Vitesse Semiconductor Corp • Semiconductors & related devices • Illinois
FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, dated as of November 3, 2006 (this "Supplement"), between Vitesse Semiconductor Corporation, a corporation duly organized and existing under the laws of the State of Delaware, having its...First Supplemental Indenture • November 9th, 2006 • Vitesse Semiconductor Corp • Semiconductors & related devices • New York
EXHIBIT 10.18 LOAN MODIFICATION AGREEMENT This Loan Modification Agreement is entered into as of October 10, 1997, by and between Vitesse Semiconductor Corporation ("Borrower") and Silicon Valley Bank ("Silicon"). 1. DESCRIPTION OF EXISTING...Loan Modification Agreement • December 23rd, 1998 • Vitesse Semiconductor Corp • Semiconductors & related devices
AGREEMENT ---------Registration Rights Agreement • October 22nd, 1999 • Vitesse Semiconductor Corp • Semiconductors & related devices • California
EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • June 9th, 2000 • Vitesse Semiconductor Corp • Semiconductors & related devices • California
VITESSE SEMICONDUCTOR CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • May 8th, 2008 • Vitesse Semiconductor Corp • Semiconductors & related devices • Delaware
This Indemnification Agreement (“Agreement”) is effective as of this ___ day of __________, 20__, by and between Vitesse Semiconductor Corporation, a Delaware corporation (the “Company” or “Vitesse”), and ___________ (“Indemnitee”).
7,462,675 Shares* VITESSE SEMICONDUCTOR CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 12th, 2014 • Vitesse Semiconductor Corp • Semiconductors & related devices • New York
Vitesse Semiconductor Corporation, a Delaware corporation (the “Company”), proposes to issue and sell 7,462,675 shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value (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 1,119,401 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.”
RECITALSEmployment Agreement • July 6th, 2006 • Vitesse Semiconductor Corp • Semiconductors & related devices • California
AGREEMENT AND PLAN OF MERGER Among MICROSEMI CORPORATION, LLIU100 ACQUISITION CORP. and VITESSE SEMICONDUCTOR CORPORATION Dated as of March 17, 2015Agreement and Plan of Merger • March 18th, 2015 • Vitesse Semiconductor Corp • Semiconductors & related devices • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 17, 2015 (this “Agreement”), among Microsemi Corporation, a Delaware corporation (“Parent”), LLIU100 Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Vitesse Semiconductor Corporation, a Delaware corporation (the “Company”).
Execution Version FOURTH AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • June 26th, 2006 • Vitesse Semiconductor Corp • Semiconductors & related devices • New York
RECITALSEmployment Agreement • August 2nd, 2007 • Vitesse Semiconductor Corp • Semiconductors & related devices • California
EXHIBIT 10.20 MASTER LEASE PURCHASE AGREEMENT THIS AGREEMENT is entered into the 9/th/ day of July, 1998 between METLIFE CAPITAL CORPORATION ("Lessor") whose address is 10900 N.E. 4th Street, Suite 500, mailing address C-97550, Bellevue, Washington...Master Lease Purchase Agreement • December 23rd, 1998 • Vitesse Semiconductor Corp • Semiconductors & related devices • Washington
RECITALSRegistration Rights Agreement • June 11th, 2001 • Vitesse Semiconductor Corp • Semiconductors & related devices • California
FORM OFOption Agreement • July 5th, 2000 • Vitesse Semiconductor Corp • Semiconductors & related devices • Delaware
GUARANTYJoinder Agreement • January 28th, 2010 • Vitesse Semiconductor Corp • Semiconductors & related devices • New York
THIS GUARANTY (the “Guaranty”), dated as of October 30, 2009, is executed by each of the undersigned corporations, limited liability companies, and limited partnerships (collectively the “Guarantors” and individually each a “Guarantor”), in favor of U.S. National Bank Association, acting as trustee under the Indenture defined below (in such capacity, the “Trustee”).
Execution Version THIRD AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • June 12th, 2006 • Vitesse Semiconductor Corp • Semiconductors & related devices • New York
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • March 18th, 2015 • Vitesse Semiconductor Corp • Semiconductors & related devices • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of March 17 2015 between Microsemi Corporation, a Delaware corporation (“Parent”), LLIU100 Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”), and certain stockholders of Vitesse Semiconductor Corporation, a Delaware corporation (the “Company”), listed on Annex I (each, a “Stockholder”), each an owner of Company Shares.
EMPLOYMENT AGREEMENTEmployment Agreement • October 10th, 2014 • Vitesse Semiconductor Corp • Semiconductors & related devices • California
This Employment Agreement (“Agreement”) is entered into as of October 7, 2014 (“Effective Date”), by and between Vitesse Semiconductor Corporation, a Delaware corporation (“Vitesse”), and Christopher R. Gardner (the “Executive”) and is intended to supersede and replace the Employment Agreement, dated as of January 30, 2013, between Vitesse and Executive, as such agreement has been amended to date (as amended, the “Prior Agreement”).
RECITALSAgreement and Plan of Merger and Reorganization • April 14th, 2000 • Vitesse Semiconductor Corp • Semiconductors & related devices • North Carolina
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 29th, 2007 • Vitesse Semiconductor Corp • Semiconductors & related devices • California
This Amended and Restated Employment Agreement (this "Agreement") is entered into as of June 26, 2007 by and between Vitesse Semiconductor Corporation, a Delaware corporation ("Vitesse") and Richard C. Yonker (the "Executive") and amends and restates the Employment Agreement dated as of November 16, 2006 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 1st, 2010 • Vitesse Semiconductor Corp • Semiconductors & related devices • California
This Employment Agreement (this “Agreement”) is entered into as of August 2, 2010 (the “Effective Date”) by and between Vitesse Semiconductor Corporation, a Delaware, corporation (“Vitesse”) and Steve M. Perna (the “Executive”).
RESALE REGISTRATION RIGHTS AGREEMENT between VITESSE SEMICONDUCTOR CORPORATION and LEHMAN BROTHERS INC. DATED AS OF SEPTEMBER 22, 2004Resale Registration Rights Agreement • December 29th, 2004 • Vitesse Semiconductor Corp • Semiconductors & related devices • New York
RESALE REGISTRATION RIGHTS AGREEMENT, dated as of September 22, 2004 between Vitesse Semiconductor Corporation, a Delaware corporation (together with any successor entity, herein referred to as the “Company”), and Lehman Brothers Inc. (the “Initial Purchaser”).
EXHIBIT 10.19 [LOGO SILICON VALLEY BANK APPEARS HERE] AMENDMENT TO LOAN AGREEMENT BORROWER: VITESSE SEMICONDUCTOR CORPORATION ADDRESS: 741 CALLE PLANO CAMARILLO, CALIFORNIA 93012 DATED AS OF: JANUARY 6, 1998 THIS AMENDMENT TO LOAN AGREEMENT is entered...Loan Agreement • December 23rd, 1998 • Vitesse Semiconductor Corp • Semiconductors & related devices
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • September 27th, 2007 • Vitesse Semiconductor Corp • Semiconductors & related devices • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of September 24, 2007 (this “Supplement”), between Vitesse Semiconductor Corporation, a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 741 Calle Plano, Camarillo, California 93012 (the “Company”), and U.S. Bank National Association, as Trustee (the “Trustee”), having its principal corporate trust office at 60 Livingston Avenue, St. Paul, Minnesota 55107-2292.
WARRANT REGISTRATION RIGHTS AGREEMENTWarrant Registration Rights Agreement • January 31st, 2007 • Vitesse Semiconductor Corp • Semiconductors & related devices • New York
This WARRANT REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of this 25th day of January, 2007, by and among Vitesse Semiconductor Corporation, a Delaware corporation (the “Company”), and Alvarez & Marsal LLC (the “Holder”).
TERM NOTEVitesse Semiconductor Corp • October 31st, 2007 • Semiconductors & related devices
This note is one of the Term Notes referred to in the Loan Agreement dated as of August 23, 2007 (as the same may hereafter be from time to time amended, restated or otherwise modified, the “Loan Agreement”) among the Borrower, the Lenders from time to time party thereto, and the Agent. This note is secured, it is subject to certain mandatory prepayments and its maturity is subject to acceleration, in each case upon the terms provided in the Loan Agreement.
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • February 8th, 2011 • Vitesse Semiconductor Corp • Semiconductors & related devices • New York
THIS SECOND AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of February 4, 2011, among Vitesse Semiconductor Corporation, a Delaware corporation (the “Borrower”), the other Loan Parties (as defined below), and Whitebox VSC Ltd., a British Virgin Islands business company (the “Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement dated as of August 23, 2007, as amended by that First Amendment to Loan Agreement, dated as of October 16, 2009 (the “First Amendment”; such Loan Agreement as amended by the First Amendment, the “Existing Loan Agreement”), and as further amended hereby, by and among the lenders from time to time signatory thereto (collectively the “Lenders” and individually each a “Lender”), the Borrower, and the Agent, as one of the Lenders and as agent for the Lenders (the “Loan Agreement”).
FORM OF FORBEARANCE AGREEMENTForm of Forbearance Agreement • October 20th, 2009 • Vitesse Semiconductor Corp • Semiconductors & related devices • New York
THIS FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of October 18, 2009, between Vitesse Semiconductor Corporation, a Delaware corporation (the “Issuer”) and the beneficial owners of the 1.50% Convertible Subordinated Debentures due 2024 (the “Notes”) signatories hereto (the “Forbearing Holders”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Indenture governing the Notes, dated as of September 22, 2004, between the Issuer and U.S. Bank National Association (the “Trustee”) (as amended and supplemented, or otherwise modified, the “Indenture”).
