AGREEMENT AND PLAN OF DEMERGER by and among NEOPHOTONICS SEMICONDUCTOR GK, NEOPHOTONICS CORPORATION, and LAPIS SEMICONDUCTOR CO., LTD. dated as of January 18, 2013Agreement and Plan of Demerger • March 15th, 2013 • Neophotonics Corp • Semiconductors & related devices
This AGREEMENT AND PLAN OF DEMERGER (this “Agreement”), dated as of January 18, 2013, is made by and among NeoPhotonics Semiconductor GK, a Japanese limited liability company (gōdō kaisha) (“Purchaser”), Lapis Semiconductor Co., Ltd., a Japanese corporation (“Seller”), and solely with respect to Section 12.13, NeoPhotonics Corporation, a Delaware corporation (“Parent”). Certain capitalized terms used in this Agreement have the meanings assigned to them in Article XI.
