—] Shares ENPHASE ENERGY, INC. COMMON STOCK, PAR VALUE $0.00001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2012 • 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.”
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 1st, 2012 • 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”).
LICENSE AND TECHNOLOGY TRANSFER AGREEMENTLicense and Technology Transfer Agreement • February 1st, 2012 • Enphase Energy, Inc. • Semiconductors & related devices • California
This License and Technology Transfer Agreement (the “Agreement”) effective this 21st day of December, 2007 (the “Effective Date”) by and between Ariane Controls inc., (“Ariane”) and Enphase Energy Inc., (“Enphase”). (Ariane and Enphase may be referred to individually as a “Party” and collectively as the “Parties”).
Flextronics Manufacturing Services AgreementManufacturing Agreement • February 1st, 2012 • Enphase Energy, Inc. • Semiconductors & related devices • Colorado
This Flextronics Manufacturing Services Agreement (“Agreement”) is entered into this 1st day of March 2009 by and between Enphase Energy, Inc. having its place of business at 201 1st Street, Suite 300, Petaluma, CA 94952 (“Customer”) and Flextronics Industrial, LTD, having its place of business at Level 3, Alexander House 35 Cybercity, Ebene Mauritius (“Flextronics”).
ContractCooperation Agreement • February 1st, 2012 • Enphase Energy, Inc. • Semiconductors & related devices
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 HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
AMENDED AND RESTATED VENTURE LOAN AND SECURITY AGREEMENTVenture Loan and Security Agreement • February 1st, 2012 • Enphase Energy, Inc. • Semiconductors & related devices • Connecticut
ENPHASE ENERGY, INC. BRIDGE BANK, NATIONAL ASSOCIATION COMERICA BANK AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 1st, 2012 • 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”).
