AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: ENTROPIC COMMUNICATIONS, INC., a Delaware corporation; RAPTOR ACQUISITION SUB, INC., a Delaware corporation; RF MAGIC, INC., a Delaware corporation; and (solely for purposes of Section 9 and 10.1)...Voting Agreement • November 15th, 2007 • Entropic Communications Inc • Semiconductors & related devices • California
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (“Agreement”) is made and entered into as of April 9, 2007, by and among: ENTROPIC COMMUNICATIONS, INC. a Delaware corporation (“Parent”); RAPTOR ACQUISITION SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); RF MAGIC, INC., a Delaware corporation (the “Company”); and solely for purposes of Sections 9 and 10.1 MARK FOLEY, as the Stockholders’ Representative. Certain other capitalized terms used in this Agreement are defined in Exhibit A.
