RELATING TO THE LAW GOVERNING
PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).
SECTIONS 10.15 (CONSENT TO JURISDICTION) AND 10.16 (WAIVER OF JURY TRIAL) OF THE
CREDIT AGREEMENT ARE INCORPORATED HEREIN BY THIS REFERENCE AND SUCH
INCORPORATION SHALL SURVIVE ANY TERMINATION OF THE CREDIT AGREEMENT.
[Remainder of Page Intentionally Left Blank]
26
IN WITNESS WHEREOF, each Grantor and the Collateral Agent have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first above written.
GRANTORS:
LUMENTUM HOLDINGS INC. By:
Name:
Title: LUMENTUM INC. By:
Name:
Title: LUMENTUM OPERATIONS LLC By:
Name:
Title: OCLARO, LLC By:
Name:
Title: OCLARO FIBER OPTICS, INC. By:
Name:
Title:
[Lumentum - Signature Page to Pledge and Security Agreement]
OCLARO, INC. By:
Name:
Title:
[Lumentum - Signature Page to Pledge and Security Agreement]
DEUTSCHE BANK AG NEW YORK BRANCH,
as Collateral Agent By:
Name:
Title: By:
Name:
Title:
[Lumentum - Signature Page to Pledge and Security Agreement]
EXHIBIT A
TO PLEDGE AND SECURITY AGREEMENT
PLEDGE SUPPLEMENT
This PLEDGE SUPPLEMENT, dated [
], 20[
], is delivered by [
], a [
]
(the "Grantor"), pursuant to the Pledge and Security Agreement, dated as of
December 10, 2018 (as it may be from time to time amended, restated,
supplemented or otherwise modified from time to time, the "Security Agreement"),
by and among LUMENTUM HOLDINGS INC., a Delaware corporation (the "Borrower"),
the other Grantors party thereto and DEUTSCHE BANK AG NEW YORK BRANCH, as
Collateral Agent. Capitalized terms used herein not otherwise defined herein has
the meanings ascribed thereto in the Security Agreement.
The Grantor hereby confirms the grant to the Collateral Agent set forth in the
Security Agreement of and does hereby grant to the Collateral Agent a security
interest in all of Grantor's right, title and interest in and to all Collateral
set forth in the attached Supplements to the Schedules of the Security Agreement
Disclosure Letter, to secure the Secured Obligations. The Grantor represents and
warrants that the attached Supplements to Schedules accurately and completely
set forth all additional information required to be provided pursuant to the
Security Agreement and hereby agrees that such Supplements to Schedules shall
constitute part of the Schedules to the Security Agreement Disclosure Letter.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL
CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER
SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
(OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING
PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).
[Remainder of Page Intentionally Left Blank]
EXHIBIT A-1
IN WITNESS WHEREOF, Grantor has caused this Pledge Supplement to be duly
executed and delivered by its duly authorized officer as of the date first above
written.
[NAME OF GRANTOR] By:
Name:
Title:
EXHIBIT