AGREEMENT AND PLAN OF MERGER by and among NOKIA CORPORATION, NEPTUNE OF AMERICA CORPORATION and INFINERA CORPORATION Dated as of June 27, 2024Merger Agreement • June 28th, 2024 • Infinera Corp • Telephone & telegraph apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 27, 2024, by and among Nokia Corporation, a company incorporated under the laws of the Republic of Finland (“Parent”), Neptune of America Corporation, a Delaware corporation and a wholly owned subsidiary, directly or indirectly, of Parent (“Merger Sub”), and Infinera Corporation, a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party” and collectively the “Parties.” All capitalized terms that are used in this Agreement have the respective meanings given to them in this Agreement.
VOTING AGREEMENTVoting Agreement • June 28th, 2024 • Infinera Corp • Telephone & telegraph apparatus • Delaware
This VOTING AGREEMENT (“Agreement”) is dated as of June 27, 2024, by and between Nokia Corporation, a company incorporated under the laws of the Republic of Finland (“Nokia”) and Oaktree Optical Holdings, L.P. (the “Shareholder”). Nokia and the Shareholder are sometimes referred to as a “Party” and collectively the “Parties”.
THIRD AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENTLoan, Guaranty and Security Agreement • June 28th, 2024 • Infinera Corp • Telephone & telegraph apparatus • New York
This THIRD AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENT (this “Amendment”) dated as of June 27, 2024, is entered into by among INFINERA CORPORATION, a Delaware corporation (“Infinera Corp”), INFINERA NORTH AMERICA, LLC, a Delaware limited liability company (“Infinera NA”), INFINERA OPTICAL NETWORKS, INC., a Delaware corporation (“Infinera Optical”), INFINERA AMERICA, INC., a Delaware corporation (“Infinera America”), INFINERA (USA) INC., a Delaware corporation (“Infinera USA”), INFINERA OPERATIONS, LP, a Delaware limited partnership (“Infinera Operations”; and together with Infinera Corp, Infinera NA, Infinera Optical, Infinera America, Infinera USA, and together with any entity joined hereto as a borrower after the date hereof, individually, a “Borrower” and collectively, the “Borrowers”), INFINERA GLOBAL HOLDINGS LLC, a Delaware limited liability company (“Infinera Global”), INFINERA OPTICAL HOLDING, INC., a Delaware corporation (“Infinera Holding”; and together with Infinera G
