0001104659-17-043268 Sample Contracts

AGREEMENT AND PLAN OF MERGER Dated as of July 2, 2017 by and among ADVA NA HOLDINGS, INC., GOLDEN ACQUISITION CORPORATION and MRV COMMUNICATIONS, INC.

Agreement and Plan of Merger • July 3rd, 2017 • MRV Communications Inc • Semiconductors & related devices • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  July 3rd, 2017
• Company
  MRV Communications Inc
• Industry
  Semiconductors & related devices
• Jurisdiction
  Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of July 2, 2017 (this “Agreement”), is entered into by and among ADVA NA Holdings, Inc., a Delaware corporation (“Parent”), Golden Acquisition Corporation, a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and MRV Communications, Inc., a Delaware corporation (the “Company”). Defined terms used herein have the meanings set forth in Section 9.14.

TENDER AND SUPPORT AGREEMENT

Tender and Support Agreement • July 3rd, 2017 • MRV Communications Inc • Semiconductors & related devices • Delaware

• Contract Type
  Tender and Support Agreement
• Filed
  July 3rd, 2017
• Company
  MRV Communications Inc
• Industry
  Semiconductors & related devices
• Jurisdiction
  Delaware

TENDER AND SUPPORT AGREEMENT, dated as of July 2, 2017 (this “Agreement”), among ADVA NA Holdings, Inc., a Delaware corporation (“Parent”), Golden Acquisition Corporation, a Delaware limited liability company (“Merger Subsidiary”), and the Person listed as “Stockholder” on the signature page hereto (“Stockholder”).

GUARANTY

Guaranty • July 3rd, 2017 • MRV Communications Inc • Semiconductors & related devices • Delaware

• Contract Type
  Guaranty
• Filed
  July 3rd, 2017
• Company
  MRV Communications Inc
• Industry
  Semiconductors & related devices
• Jurisdiction
  Delaware

This GUARANTY (this “Guaranty”), dated as of July 2, 2017, is made by ADVA Optical Networking SE, a public company registered in Germany (“Guarantor”), for the benefit of MRV Communications, Inc., a Delaware corporation (the “Guarantied Party”).

AMENDMENT NO. 1 TO RIGHTS AGREEMENT

Rights Agreement • July 3rd, 2017 • MRV Communications Inc • Semiconductors & related devices • Delaware

• Contract Type
  Rights Agreement
• Filed
  July 3rd, 2017
• Company
  MRV Communications Inc
• Industry
  Semiconductors & related devices
• Jurisdiction
  Delaware

This AMENDMENT NO. 1, dated as of July 2, 2017 (this “Amendment”), to the Rights Agreement, dated as of January 26, 2016 (the “Rights Agreement”), by and between MRV Communications, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”). Capitalized terms used but not defined in this Amendment have the meanings specified in the Rights Agreement.