AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG SIGMATEL, INC. AMOEBA ACQUISITION CORPORATION, AMOEBA II ACQUISITION CORPORATION, PROTOCOM CORPORATION, CERTAIN SHAREHOLDERS OF PROTOCOM CORPORATION AND REN-YUH WANG, AS SHAREHOLDERS’ AGENT July 26, 2005Agreement and Plan of Reorganization • August 1st, 2005 • Sigmatel Inc • Semiconductors & related devices • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of July 26, 2005 by and among SigmaTel, Inc., a Delaware corporation (“Acquiror”), Amoeba Acquisition Corporation, a California corporation and wholly owned subsidiary of Acquiror (“Merger Sub I”), Amoeba II Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Acquiror (“Merger Sub II”), Protocom Corporation, a California corporation (“Target”), Ren-Yuh Wang and Yi-Yung Jeng, certain shareholders of Target agreeing to provide certain representations and warranties under Section 3.10(u) and indemnification obligations under Section 9 hereunder (“Principal Shareholders”), and, solely with respect to Sections 6.2, 6.10 and 9 hereof, Ren-Yuh Wang, a shareholder of Target (“Shareholders’ Agent”).
