AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG SIGMATEL, INC. PPR ACQUISITION CORPORATION, OASIS SEMICONDUCTOR, INC., CERTAIN PRINCIPAL STOCKHOLDERS OF OASIS SEMICONDUCTOR, INC. AND WILLIAM H. WREAN, JR., AS STOCKHOLDERS’ AGENT September 6, 2005Agreement and Plan of Reorganization • September 12th, 2005 • Sigmatel Inc • Semiconductors & related devices • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of September 6, 2005 by and among SigmaTel, Inc., a Delaware corporation (“Acquiror”); PPR Acquisition Corporation, a Delaware corporation (“Merger Sub”) and wholly owned subsidiary of Acquiror; Oasis Semiconductor, Inc., a Delaware corporation (“Target”); solely with respect to Section 6 hereof, the stockholders of Target whose names are set forth on the signature pages hereto (the “Principal Stockholders”); and, solely with respect to Section 2.6, Section 2.8 and Section 6 hereof, William H. Wrean, Jr., in his capacity as stockholders’ agent (“Stockholders’ Agent”).
