0000950123-09-072725 Sample Contracts

AGREEMENT OF MERGER among: OCLARO, INC. a Delaware corporation; RIO ACQUISITION CORP., a Delaware corporation; XTELLUS INC., a Delaware corporation; and ALTA BERKELEY LLP, as the Stockholders’ Agent. Dated as of December 16, 2009

Agreement of Merger • December 22nd, 2009 • Oclaro, Inc. • Semiconductors & related devices • Delaware

• Contract Type
  Agreement of Merger
• Filed
  December 22nd, 2009
• Company
  Oclaro, Inc.
• Industry
  Semiconductors & related devices
• Jurisdiction
  Delaware

This Agreement of Merger (the “Agreement”) is made and entered into as of December 16, 2009, by and among: Oclaro, Inc., a Delaware corporation (“Parent”); Rio Acquisition Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”); Xtellus Inc., a Delaware corporation (the “Company”); and Alta Berkeley LLP, as the Stockholders’ Agent (as defined in Section 5.1). Certain other capitalized terms used in this Agreement are defined in Exhibit A.