—] Shares ENPHASE ENERGY, INC. COMMON STOCK, PAR VALUE $0.00001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • November 22nd, 2011 • Enphase Energy, Inc. • Semiconductors & related devices • New York
Enphase Energy, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) [—] shares of its common stock, par value $0.00001 per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional [—] shares of its common stock, par value $0.00001 per share (the “Additional Shares”) if and to the extent that you, as managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock, par value $0.00001 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Stock.”
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. CONFIDENTIAL TREATMENT...Security Agreement • November 22nd, 2011 • Enphase Energy, Inc. • Semiconductors & related devices • California
This AMENDED AND RESTATED SUBORDINATED CONVERTIBLE LOAN FACILITY AND SECURITY AGREEMENT (this or the “Agreement”) is made as of November 16, 2011 (the “Effective Date”) by and among Enphase Energy, Inc., a Delaware corporation (“Borrower”), KPCB Holdings, Inc., as nominee, a California corporation (“KPCB”), as a Lender hereunder and in its capacity as Agent on behalf of the Lenders hereunder, and the other Persons named herein or who may become parties hereto (together with KPCB, referred to herein individually as a “Lender” and collectively as the “Lenders”), as Lenders, in accordance with the terms of this Agreement.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 22nd, 2011 • Enphase Energy, Inc. • Semiconductors & related devices • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of June 13, 2011 and is entered into by and between ENPHASE ENERGY, INC., a Delaware corporation (“Parent”), and each of Parent’s other subsidiaries joined hereto (“Joined Subsidiaries”, together with Parent hereinafter collectively referred to as the “Borrower”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”).
ENPHASE ENERGY, INC. BRIDGE BANK, NATIONAL ASSOCIATION COMERICA BANK AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 22nd, 2011 • Enphase Energy, Inc. • Semiconductors & related devices • California
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of March 24, 2011, by and between BRIDGE BANK, NATIONAL ASSOCIATION (“Bridge” and, solely in its capacity as collateral agent for the Lenders (as defined below), “Collateral Agent”), COMERICA BANK (“Comerica” and, collectively, with Bridge, the “Lenders” and each, individually, a “Lender”) and INPHASE ENERGY, INC. (“Borrower”).
WARRANT TO PURCHASE COMMON STOCK OF ENPHASE ENERGY, INC.Enphase Energy, Inc. • November 22nd, 2011 • Semiconductors & related devices • California
This Warrant has been issued to Holder pursuant to that certain Amended and Restated Subordinated Convertible Loan Facility and Security Agreement dated as of November 16, 2011 by and among the Company, Holder and certain other parties named as “Lenders” thereunder (such agreement, as amended, amended and restated, joined, supplemented or otherwise modified from time to time, the “Loan Facility Agreement”) and constitutes one of the “Warrants” as defined therein. Any capitalized terms used in this Warrant but not otherwise defined herein shall have the meanings ascribed in the Loan Facility Agreement.
MASTER DEVELOPMENT & PRODUCTION AGREEMENT APPLICATION SPECIFIC INTEGRATED CIRCUIT (ASIC) by and between Enphase Energy, Inc. and Fujitsu Microelectronics America, Inc. Rev. 1, 10/00 Form F-1982Enphase Energy, Inc. • November 22nd, 2011 • Semiconductors & related devices • California
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