ASSET PURCHASE AGREEMENT between: II-VI INCORPORATED, a Pennsylvania corporation, and OCLARO TECHNOLOGY LIMITED, a company incorporated under the laws of England and Wales Dated as of October 10, 2013Asset Purchase Agreement • November 7th, 2013 • Oclaro, Inc. • Semiconductors & related devices • England and Wales
THIS ASSET PURCHASE AGREEMENT is entered into as of October 10, 2013, by and between II-VI Incorporated, a Pennsylvania corporation (the “Purchaser”) and OCLARO TECHNOLOGY LIMITED, a company incorporated under the laws of England and Wales with company number 2298887, having its principal office at Caswell Office, Towcester, Northamptonshire, NN12 8EQ, England (“Seller”). Certain capitalized terms used in this Agreement are defined in Annex A.
RETIREMENT, SEVERANCE AND RELEASE OF ALL CLAIMS AGREEMENTRetirement, Severance and Release of All Claims Agreement • November 7th, 2013 • Oclaro, Inc. • Semiconductors & related devices • California
This Retirement, Severance And Release of All Claims Agreement (“Agreement”) is made by and between Oclaro, Inc. (“the Company”) and Alain Couder (“Employee”) based on the following facts:
OPTION AGREEMENT by and among II-VI HOLDINGS B.V., a Netherlands corporation, II-VI INCORPORATED, a Pennsylvania corporation, OCLARO TECHNOLOGY LIMITED, a company incorporated under the laws of England and Wales, OCLARO, INC. a Delaware corporation,...Option Agreement • November 7th, 2013 • Oclaro, Inc. • Semiconductors & related devices • England and Wales
THIS ASSET PURCHASE AGREEMENT is entered into as of [ ], 2013, by and between II-VI HOLDINGS B.V., a corporation duly organized and validly existing under the laws of the Netherlands (the “Purchaser”) and OCLARO TECHNOLOGY LIMITED, a company incorporated under the laws of England and Wales with company number 2298887, having its principal office at Caswell Office, Towcester, Northamptonshire, NN12 8EQ, England (“Seller”). Certain capitalized terms used in this Agreement are defined in Annex A.
WAIVER TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTWaiver to Second Amended and Restated Credit Agreement • November 7th, 2013 • Oclaro, Inc. • Semiconductors & related devices
This Waiver to Second Amended and Restated Credit Agreement (“Waiver”) is entered into as of September 26, 2013, by and among WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (as successor-by-merger to Wells Fargo Capital Finance, Inc.), as administrative agent (the “Agent”) for the lenders (the “Lenders”) party to the Credit Agreement (as defined below), and the Lenders, on the one hand, and OCLARO, INC., a Delaware corporation (“Parent”), OCLARO TECHNOLOGY LIMITED, a company incorporated under the laws of England and Wales (“Borrower”), and the Grantors (defined below) identified on the signature pages hereto, on the other hand. All initially capitalized terms used in this Waiver shall have the meanings given to them in the Credit Agreement referred to below unless specifically defined herein.
WAIVER AND AMENDMENT NUMBER THREE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 7th, 2013 • Oclaro, Inc. • Semiconductors & related devices
This Waiver and Amendment Number Three to Second Amended and Restated Credit Agreement (“Amendment”) is entered into as of August 21, 2013, by and among WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (as successor-by-merger to Wells Fargo Capital Finance, Inc.), as administrative agent (the “Agent”) for the lenders (the “Lenders”) party to the Credit Agreement (as defined below), and the Lenders, on the one hand, and OCLARO, INC., a Delaware corporation (“Parent”), OCLARO TECHNOLOGY LIMITED, a company incorporated under the laws of England and Wales (“Borrower”), and the Grantors (defined below) identified on the signature pages hereto, on the other hand, with reference to the following facts:
