Yuen Wupen - 03 Aug 2022 Form 4 Insider Report for NEOPHOTONICS CORP

Footnote F1

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated November 3, 2021, by and among the Issuer, Lumentum Holdings Inc., a Delaware corporation ("Lumentum"), and Neptune Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Lumentum ("Merger Sub"), on August 3, 2022 (the "Closing Date"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Lumentum. In connection with the Merger, these shares were cancelled and converted into the right to receive $16.00 in cash, without interest, per share, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration").

Footnote F2

Options to purchase common stock of the Issuer, outstanding and vested as of immediately prior to the Closing Date, were cancelled and converted into the right to receive the Merger Consideration, less the exercise price per share of such cancelled option. Unvested options to purchase common stock of the Issuer, as of immediately prior to the Closing Date and which do not vest as a result of the consummation of the Merger, were cancelled and converted into options to purchase common stock of Lumentum, substantially on the same terms and conditions applicable to such cancelled option, with the number of options to purchase common stock of Lumentum and the exercise price of such option adjusted pursuant to the terms of the Merger Agreement.

Footnote F3

Restricted Stock Unit Awards of the Issuer ("Issuer RSUs"), outstanding and vested as of immediately prior to the Closing Date, were cancelled and converted into the right to receive the Merger Consideration. Unvested Issuer RSUs, as of immediately prior to the Closing Date and which do not vest as a result of the consummation of the Merger, were cancelled and converted into restricted stock unit awards of Lumentum, substantially on the same terms and conditions applicable to such cancelled unvested Issuer RSUs, with the number of Lumentum restricted stock units adjusted pursuant to the terms of the Merger Agreement.

Footnote F4

Performance Stock Unit Awards of the Issuer ("Issuer PSUs"), outstanding and vested as of immediately prior to the Closing Date, were cancelled and converted into the right to receive the Merger Consideration. Unvested Issuer PSUs, as of immediately prior to the Closing Date and which do not vest as a result of the consummation of the Merger, were cancelled and converted into performance stock unit awards of Lumentum, substantially on the same terms and conditions applicable to such cancelled unvested Issuer PSUs, with the number of Lumentum performance stock units adjusted pursuant to the terms of the Merger Agreement.