EMPLOYEE MATTERS AGREEMENT BY AND AMONG JDS UNIPHASE CORPORATION, LUMENTUM HOLDINGS INC., AND LUMENTUM OPERATIONS LLC.Employee Matters Agreement • June 17th, 2015 • Lumentum Holdings Inc. • Communications equipment, nec • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of [•], 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 LLCContribution Agreement • June 17th, 2015 • Lumentum Holdings Inc. • Communications equipment, nec • Delaware
This CONTRIBUTION AGREEMENT (this “Agreement”), dated as of [•], 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 LLCIntellectual Property Matters Agreement • June 17th, 2015 • Lumentum Holdings Inc. • Communications equipment, nec • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of [•], 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.Tax Matters Agreement • June 17th, 2015 • Lumentum Holdings Inc. • Communications equipment, nec • Delaware
This Tax Matters Agreement (this “Agreement”) dated as of [•], 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.
STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN JDS UNIPHASE CORPORATION AND LUMENTUM HOLDINGS INC. DATED AS OF [●]Stockholder’s and Registration Rights Agreement • June 17th, 2015 • Lumentum Holdings Inc. • Communications equipment, nec • Delaware
This STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [●] 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 LLCSeparation and Distribution Agreement • June 17th, 2015 • Lumentum Holdings Inc. • Communications equipment, nec • Delaware
MEMBERSHIP INTEREST TRANSFER AGREEMENTMembership Interest Transfer Agreement • June 17th, 2015 • Lumentum Holdings Inc. • Communications equipment, nec • Delaware
This MEMBERSHIP INTEREST TRANSFER AGREEMENT (“Agreement”) is made effective as of [●], 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”).
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:
