EX-10.1



 Exhibit 10.1 

SECOND AMENDMENT 
 TO

 SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT 

This Second Amendment to Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of the 15 day
of May, 2015, and made effective as of May 8, 2015, by and among Silicon Valley Bank (“Bank”) and GigOptix, Inc., a Delaware corporation (“GigOptix”), ChipX, Incorporated, a Delaware corporation and wholly-owned Subsidiary
of GigOptix (“ChipX”), and Endwave Corporation, a Delaware corporation and wholly-owned Subsidiary of GigOptix (“Endwave” and together with GigOptix and ChipX, individually and collectively, jointly and severally,
“Borrower”), whose address is 130 Baytech Drive, San Jose, CA 95134. 
 RECITALS 

A. Bank and Borrower have entered into that certain Second Amended and Restated Loan and Security Agreement dated on or about
March 25, 2013 (as the same has been and may from time to time be further amended, modified, supplemented or restated, the “Loan Agreement”). 

B. Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement. 

C. Borrower has requested that Bank amend the Loan Agreement to (i) increase the amount available to be borrowed under the
Revolving Line, (ii) extend the Maturity Date, and (iii) make certain other revisions to the Loan Agreement as more fully set forth herein. 

D. Bank has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject
to the conditions and in reliance upon the representations and warranties set forth below. 
 AGREEMENT 

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: 
 1.
Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement. 

2. Amendments to Loan Agreement. 

2.1 Section 2.1.1 (Financing of Accounts). Clauses (b) and (j) of Section 2.1.1 are hereby amended by deleting each
reference to “Three Million Five Hundred Thousand Dollars ($3,500,000)” therein in its entirety and replacing it with “Seven Million Dollars ($7,000,000).” 

  
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 2.2 Sections 2.5.1 (Finance Charge). Section 2.5.1 is hereby amended by deleting the
reference to “five percent (5.0%)” and replacing it with “three percent (3.0%)”. 
 2.3 Section 6.2 (Financial
Statements, Reports, Certificates). Section 6.2(b) is hereby amended to add “and there are any Advances outstanding” immediately after the reference to “If Borrower is Borrowing Base Eligible” therein. 

2.4 Section 7.2 (Changes in Business, Management, Ownership or Business Locations). Section 7.2(c)(iv) is hereby amended by
deleting it in its entirety and replacing it with “(iv) allow GigOptix Israel to cease being a wholly-owned Subsidiary of ChipX (other than the merger of GigOptix Israel into a Borrower or the dissolution of GigOptix Israel after all of its
assets (if any) have been transferred to a Borrower)”. 
 2.5 Section 8.2 (Covenant Default). Section 8.2 is hereby
amended by deleting the comma after “contained in the Agreement” and replacing it with the word “or”. 
 2.6
Section 9.6 (Borrower Liability). Section 9.6 is hereby amended by (a) replacing “Either” with “Any” in the first sentence and (b) replacing “the other as agent” with “each other as
agent” in the second sentence. 
 2.7 Section 13 (Definitions). The following terms and their respective definitions set
forth in Section 13.1 are amended in their entirety and replaced with the following: 
 “Applicable
Rate” is a floating per annum rate equal to the greater of (a) the Prime Rate plus four tenths of one percent (0.40%) or (b) three and sixty-five hundredths percent (3.65%). 

“Facility Amount” is Eight Million Seven Hundred Fifty Thousand Dollars ($8,750,000). 

“Maturity Date” is May 6, 2016. 

“Permitted Foreign Account Debtors” means Cisco Systems, National Instruments, Huawei, ZTE, Opnext, Oclaro,
Alcatel-Lucent, Barco Silex, Fujitsu, Mitsubishi, Sumitomo, Sony and NTT Electronics Corporation; provided, however, that Bank shall also evaluate whether to add the following Account Debtors to the list of “Permitted Foreign Account
Debtors”, which determination as to whether to add them to the list shall be made in Bank’s sole discretion: NEC, Hamamatsu, Intel, Pangaea, Midoriya, Litrax, FCI, Coriant, Adva, Delta, SAE, AOI, Centera, Laxnet, II-VI, Innolight, Icron,
LIB and GSG. 
 2.8 Section 13 (Definitions). Clauses (c) and (d) of the definition of “Permitted Liens” in
Section 13.1 are hereby amended by deleting the references to “Fifty Thousand Dollars ($50,000)” and replacing them with “One Hundred Thousand Dollars ($100,000)”. 

  
 2 








 2.9 Exhibit A (Collateral). Exhibit A of the Loan Agreement is hereby amended by deleting
it in its entirety and replacing it with Exhibit A attached hereto. 
 2.10 Exhibit D (Borrowing Base Certificate). Exhibit D of the
Loan Agreement is hereby amended by deleting it in its entirety and replacing it with Exhibit D attached hereto. 
 3. Limitation of
Amendments. 
 3.1 The amendments set forth in Section 2, above, are effective for the purposes set forth herein and shall be
limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have
or may have in the future under or in connection with any Loan Document. 
 3.2 This Amendment shall be construed in connection with
and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and
effect. 
 4. Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to
Bank as follows: 
 4.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the
Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and
(b) no Event of Default has occurred and is continuing; 
 4.2 Borrower has the power and authority to execute and deliver this
Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; 
 4.3 The organizational documents
of Borrower most recently delivered to Bank remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; 

4.4 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, have been duly authorized; 
 4.5 The execution and delivery by Borrower of this Amendment
and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a
Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower; 

  
 3 








 4.6 The execution and delivery by Borrower of this Amendment and the performance by
Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or
public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made; and 
 4.7 This
Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights. 

5. Integration. This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior
negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents.

 6. Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be
deemed to constitute one and the same instrument. 
 7. Effectiveness. This Amendment shall be deemed effective as of May 8,
2015 upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, (b) Borrower’s payment of a loan fee in an amount equal to Twenty-Five Thousand Dollars ($25,000), (c) Bank’s receipt of the
Acknowledgment of Amendment and Reaffirmation of Guaranty substantially in the form attached hereto as Schedule 1-1 and 1-2, duly executed and delivered by each Guarantor, and (d) payment of Bank’s legal fees and expenses in connection
with the negotiation and preparation of this Amendment. 
 [Signature page follows.] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered as of the date first written above. 
  

									
	BANK				BORROWER
			
	 Silicon Valley Bank
				GigOptix, Inc.
	 By:
		 




  
				By:		 




  

	 Name:
		 James Caron
				Name:		 Dr. Avi Katz

	 Title:
		 VP
				Title:		 CEO

				
							ChipX, Incorporated
					
							By:		 




  

							Name:		 Dr. Avi Katz

							Title:		 President

				
							Endwave Corporation
					
							By:		 




  

							Name:		 Dr. Avi Katz

							Title:		 President


 [signature page of Second Amendment to 

Second Amended and Restated Loan and Security Agreement] 







 Schedule 1-1 

ACKNOWLEDGMENT OF AMENDMENT 

AND REAFFIRMATION OF GUARANTY 

Section 1. Guarantor hereby acknowledges and confirms that it has reviewed and approved the terms and conditions of the Second
Amendment to Second Amended and Restated Loan and Security Agreement dated on or about the date hereof (the “Amendment”). 

Section 2. Guarantor hereby agrees that the Guaranty relating to the Obligations of Borrower under the Loan Agreement shall
continue in full force and effect, shall be valid and enforceable and shall not be impaired or otherwise affected by the execution of the Amendment or any other document or instrument delivered in connection herewith. 

Section 3. Guarantor represents and warrants that, after giving effect to the Amendment, all representations and warranties
contained in the Guaranty are true, accurate and complete as if made the date hereof. 
 Dated as of 5/15/15 

 

							
	GUARANTOR				GIGOPTIX, LLC
					By:		 




  

					Name:		 Dr. Avi Katz

					Title:		 Director









 Schedule 1-2 

ACKNOWLEDGMENT OF AMENDMENT 

AND REAFFIRMATION OF GUARANTY 

Section 1. Guarantor hereby acknowledges and confirms that it has reviewed and approved the terms and conditions of the Second
Amendment to Second Amended and Restated Loan and Security Agreement dated on or about the date hereof (the “Amendment”). 

Section 2. Guarantor hereby agrees that the Guaranty relating to the Obligations of Borrower under the Loan Agreement shall
continue in full force and effect, shall be valid and enforceable and shall not be impaired or otherwise affected by the execution of the Amendment or any other document or instrument delivered in connection herewith. 

Section 3. Guarantor represents and warrants that, after giving effect to the Amendment, all representations and warranties
contained in the Guaranty are true, accurate and complete as if made the date hereof. 
 Dated as of 5/15/15 

 

							
	GUARANTOR				LUMERA CORPORATION
				
					By:		 




  

					Name:		 Dr. Avi Katz

					Title:		 Director









 EXHIBIT A 

The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: 

All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements,
franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not
the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and 

all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions,
attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. 







 EXHIBIT D 

BORROWING BASE CERTIFICATE 
  

 
 Borrower: GigOptix, Inc., Chipx, Incorporated and
Endwave Corporation 
 Lender: Silicon Valley Bank 
 Commitment
Amount: $ 7,000,000 
  

							
	 ACCOUNTS RECEIVABLE
	   

	 1.
		Accounts Receivable (invoiced) Book Value as
of                                		$	 	  
	 2.
		Additions (Please explain on next page)		$	 	  
	 3.
		Less: Intercompany / Employee / Non-Trade Accounts		$	 	  
	 4.
		NET TRADE ACCOUNTS RECEIVABLE		$	 	  
	
	 ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
	   

	 5.
		90 Days Past Invoice Date		$	 	  
	 6.
		Credit Balances over 90 Days		$	 	  
	 7.
		Balance of 50% over 90 Day Accounts (Cross-Age or Current Affected)		$	 	  
	 8.
		Foreign Account Debtor Accounts1		$	 	  
	 9.
		Foreign Invoiced and/or Collected Accounts		$	 	  
	 10.
		Contra / Customer Deposit Accounts		$	 	  
	 11.
		U.S. Government Accounts2		$	 	  
	 12.
		Promotion or Demo Accounts; Guaranteed Sale or Consignment Sale Accounts		$	 	  
	 13.
		Accounts with Memo or Pre-Billings		$	 	  
	 14.
		Contract Accounts; Accounts with Progress / Milestone Billings		$	 	  
	 15.
		Accounts for Retainage Billings		$	 	  
	 16.
		Trust / Bonded Accounts		$	 	  
	 17.
		Bill and Hold Accounts		$	 	  
	 18.
		Unbilled Accounts		$	 	  
	 19.
		Non-Trade Accounts (If not already deducted above)		$	 	  
	 20.
		Accounts with Extended Term Invoices (Net 90+)		$	 	  
	 21.
		Chargebacks Accounts / Debit Memos		$	 	  
	 22.
		Product Returns/Exchanges		$	 	  
	 23.
		Disputed Accounts; Insolvent Account Debtor Accounts		$	 	  
	 24.
		Deferred Revenue / Other (Please explain on next page)		$	 	  
	 25.
		TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS		$	 	  
			
	 26.
		Eligible Accounts (#4 minus #25)		$	 	  
	 27.
		ELIGIBLE AMOUNT OF ACCOUNTS (80% of #26)		$	 	  
	
	 BALANCES
	   

	 28.
		Maximum Loan Amount		$	7,000,000	  
	 29.
		Total Funds Available (lesser of #27 or #28)		$	 	  
	 30.
		Present balance owing on Line of Credit		$	 	  
	 31.
		RESERVE POSITION (#29 minus #30)		$	 	  

 [Continued on following page.] 

 

	1 	Unless permitted in (d) of “Eligible Accounts”. 


	2 	Exclusion applies to Accounts in excess of $500,000 owing from the US Government without compliance with Assignment of Claims. 








 Explanatory comments from previous page: 

 
  

  
  

  
  

  
  

The undersigned represents and warrants that this is true, complete and correct, and that the information in this Borrowing Base Certificate complies with
the representations and warranties in the Loan and Security Agreement between the undersigned and Silicon Valley Bank. 
  

									
	 		 		 		 		BANK USE ONLY
	 COMMENTS:
				Received by:		  

									AUTHORIZED SIGNER
							Date:		  

	 By:
		  
				Verified:		  

			                 Authorized Signer
						AUTHORIZED SIGNER
	 Date:
		  
				Date:		  

							Compliance Status:		        Yes    No