Memorandum of Understanding (January 17th, 2013)
This Memorandum of Understanding (MOU) contains the principal terms of a settlement (Settlement) between Plaintiffs Warren Rubin IRA, Donald Gautreaux and Jing Ke (Plaintiffs), Defendants Noam Lotan, Shlomo Margalit, Shay Gonen, Guy Avidan, Guenter Jaensch, Igal Shidlovsky, Daniel Tsui, Harold W. Furchtgott-Roth and Baruch Fischer (the Individual Defendants), and nominal defendant MRV Communications, Inc. (MRV, or the Company) of the claims in In re MRV Communications, Inc. Derivative Litig., Master File No.: 1:08-cv-03800-GAF(MANx) (C.D. Cal.) (Federal Derivative Action) and Ke v. Margalit, et al., No. BC393856 (Cal. Supr. Los Angeles) (State Derivative Action, and together with the Federal Derivative Action, Derivative Actions).
Agreement (October 14th, 2009)
This Agreement (this Agreement) is made and entered into as of October 8, 2009, by and among Spencer Capital Management, LLC, Spencer Capital Partners, LLC, Value Fund Advisors, LLC, Boston Avenue Capital, LLC, Yorktown Avenue Capital, LLC and Spencer Capital Opportunity Fund, LP, Charles M. Gillman, Michael J. McConnell and Kenneth H. Shubin Stein (collectively Value Investors for Change), and MRV Communications, Inc., a Delaware corporation (the Company).
Amended and Restated Certificate of Incorporation of Mrv Communications, Inc. (August 2nd, 2007)
MRV Communications, Inc., a corporation organized and existing under the laws of the State of Delaware (the Corporation), hereby certifies as follows:
Amendment No. 1 to Agreement and Plan of Merger (July 2nd, 2007)
This Amendment No. 1 (the Amendment) amends the Agreement and Plan of Merger made and entered into as of June 26, 2007 (the Agreement) by and among MRV Communications, Inc., a Delaware corporation (MRV), Fiberxon, Inc., a Delaware corporation (Fiberxon), Lighthouse Transition Corporation, a Delaware corporation (Submerger), Lighthouse Acquisition Corporation, a Delaware corporation (the Survivor), and, as to Article VIII and Article IX only, Yoram Snir, as Stockholders Agent. All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to them in the Agreement.