EMCORE : Accelaration/Increase of Financial Obligation Form 8 K

Item 2.04

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On June 14, 2024, EMCORE Corporation (the "Company") received a written notice (the "Original Notice") from HCP-FVI, LLC, as administrative agent for the lenders (the "Agent"), under that certain Credit Agreement, dated August 9, 2022 (together with all forbearances, amendments and modifications prior to the date hereof, the "Credit Agreement") by and among the Company, the domestic subsidiaries of the Company from time to time party thereto (together with the Company, the "Borrowers"), the lenders from time to time party thereto (the "Lenders"), and the Agent, that an alleged event of default has occurred.

The Original Notice specifies that in the Agent's view, certain defaults have occurred under the Credit Agreement due to the Borrowers' failure to: (i) provide a consolidated balance sheet of the Company and its subsidiaries together without a "going concern" or like qualification or exception (the "Going Concern Default"), (ii) deliver a compliance certificate with financial reporting along with concurrent analysis (the "Compliance Certificate Default"), (iii) deliver notice to the Lenders as to election to pay all or a portion of interest as PIK interest prior to the payment deadlines of May 1, 2024 and June 1, 2024 (the "Notice Default"), and (iv) provide certain projections as required under the Credit Agreement (the "Projections Default"). As a result of these alleged defaults, the Original Notice stated that the Agent is exercising its right to accrue interest at the default rate of 18% beginning May 1, 2024 and that the Borrowers are required to appoint a Chief Restructuring Officer in accordance with the terms of the Credit Agreement, the selection of whom is subject to the consent of the Lenders.

On June 21, 2024, the Company received a subsequent written notice (the "Subsequent Notice" and, together with the Original Notice, the "Notices") from the Agent in which the Agent stated that it would not be accelerating the amounts owed under the Credit Agreement nor taking any remedies afforded to it under the Credit Agreement other than accruing interest at the default rate of 18% for the seven day period beginning June 21, 2024. The Subsequent Notice further states that the Agent is not waiving any Lenders' rights or remedy available under the Credit Agreement.

The Company does not agree with the Agent that a Going Concern Default or a Projections Default has occurred under the Credit Agreement. Further, while the Company acknowledges that a default occurred with respect to the Compliance Certificate Default and the Notice Default, the Company has cured these defaults as of June 8, 2024 and June 5, 2024, respectively, in accordance with the terms of the Credit Agreement, and as such, does not believe any such default continues to exist.

The Company has responded to the Original Notice advising the Agent that no default or event of default under the Credit Agreement currently exists for the reasons described above. The Company is engaged in good faith discussions with the Agent regarding mechanisms to address the Notices and prevent such an event in the future.