AGREEMENT AND PLAN OF MERGER by and among VELOCITY ONE HOLDINGS, LP AEROSPHERE POWER INC., VELOCITY MERGER SUB, INC. and EMCORE CORPORATION Dated as of November 7, 2024Merger Agreement • November 8th, 2024 • Emcore Corp • Semiconductors & related devices • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of November 7, 2024 (this “Agreement”), is made by and among Velocity One Holdings, LP a Delaware limited partnership (“Parent”), Aerosphere Power Inc., a New Jersey corporation that, at the Effective Time will be an indirect wholly owned subsidiary of Parent (“Parent Group Member”), Velocity Merger Sub, Inc., a New Jersey corporation that, at the Effective Time will be an indirect wholly owned subsidiary of Parent (“Merger Sub”), and EMCORE Corporation, a New Jersey corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.3 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
