AGREEMENT AND PLAN OF MERGER by and among NI HOLDINGS I, INC. JDS UNIPHASE CORPORATION, JADE ACQUISITION I, INC., THOMA BRAVO, LLC, as Representative of the StockholdersMerger Agreement • December 11th, 2013 • JDS Uniphase Corp /Ca/ • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 6, 2013, is made by and among NI Holdings I, Inc., a Delaware corporation (the “Company”), JDS Uniphase Corporation, a Delaware corporation (“Parent”), Jade Acquisition I, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (the “Merger Sub”), Thoma Bravo, LLC, a Delaware limited liability company, solely in its capacity as representative for the Company’s Stockholders (the “Representative”), Thoma Bravo Fund X, L.P., a Delaware limited partnership, and Thoma Bravo Fund X-A, L.P., a Delaware limited partnership (each of Thoma Bravo Fund X, L.P. and Thoma Bravo Fund X-A, L.P., a “Party Stockholder,” and collectively, the “Party Stockholders”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XI below.
