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 StockholdersAgreement and Plan of Merger • 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.
