AGREEMENT AND PLAN OF MERGER by and among NEXPLANAR CORPORATION, CABOT MICROELECTRONICS CORPORATION, MATRIX MERGER CO. and SHAREHOLDER REPRESENTATIVE SERVICES LLC, solely in its capacity as the Representative September 27, 2015Merger Agreement • September 28th, 2015 • Cabot Microelectronics Corp • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of September 27, 2015, is made by and among NexPlanar Corporation, a Delaware corporation (the "Company"), Cabot Microelectronics Corporation, a Delaware corporation ("Parent"), Matrix Merger Co., a Delaware corporation and a direct or indirect wholly owned subsidiary of Parent ("Merger Sub"), and Shareholder Representative Services LLC solely in its capacity as the representative for the Company's Securityholders (the "Representative"). Parent, Merger Sub and the Company, and, solely in its capacity as and solely to the extent applicable, the Representative, shall each be referred to herein from time to time as a "Party" and collectively as the "Parties." Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XII below.
