AGREEMENT AND PLAN OF MERGER BY AND AMONG NEOPHOTONICS CORPORATION, DULCIMER ACQUISITION CORP., SANTUR CORPORATION and SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS STOCKHOLDER REPRESENTATIVE September 29, 2011Merger Agreement • October 18th, 2011 • Neophotonics Corp • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 29, 2011, by and among NeoPhotonics Corporation, a Delaware corporation (“Parent”), Dulcimer Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Santur Corporation, a Delaware corporation (the “Company”) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Stockholder Representative. Parent, Merger Sub, the Company and the Stockholder Representative are sometimes referred to herein as a “Party,” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Section 1.
