AGREEMENT AND PLAN OF MERGER BY AND AMONG VERIGY, LTD., ALISIER LIMITED, LOBSTER-1 MERGER CORPORATION, LOBSTER-2 MERGER CORPORATION AND LTX-CREDENCE CORPORATION Dated as of November 17, 2010Merger Agreement • November 18th, 2010 • Verigy Ltd. • Semiconductors & related devices • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 17, 2010, by and among Verigy Ltd., a corporation organized under the laws of Singapore (“Verigy”), Alisier Limited, a corporation organized under the laws of Singapore (“Holdco”), Lobster-1 Merger Corporation, a Massachusetts corporation and a wholly-owned subsidiary of Verigy (“Merger Sub-1”), Lobster-2 Merger Corporation, a Massachusetts corporation and a wholly-owned subsidiary of Holdco (“Merger Sub-2”), and LTX-Credence Corporation, a Massachusetts corporation (“LTX-Credence”).
NON-COMPETITION AGREEMENTNon-Competition Agreement • November 18th, 2010 • Verigy Ltd. • Semiconductors & related devices • California
This Non-Competition Agreement (this “Agreement”) entered into of the last date signed below by and between Keith L. Barnes (“Stockholder”) and Verigy Ltd., a corporation organized under the laws of Singapore (the “Company”).
