AGREEMENT AND PLAN OF REORGANIZATION AMONG SILICON IMAGE, INC., TWN ACQUISITION CORP., TRANSWARP NETWORKS, INC., THOMAS PAK, AS STOCKHOLDER AGENT, AND CERTAIN STOCKHOLDERS OF TRANSWARP NETWORKS, INC. DECEMBER 9, 2002 This agreement will become...Agreement and Plan of Reorganization • April 21st, 2003 • Silicon Image Inc • Electronic components & accessories • California
This Agreement and Plan of Reorganization (this “Agreement”) is entered into as of December 9, 2002, to become effective on the date Silicon Image, Inc., a Delaware corporation (“Parent”) exercises its call option (pursuant to the Purchase Option Agreement), by and among Parent, TWN Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), TransWarp Networks, Inc., a Delaware corporation (“Company”), Thomas Pak, as stockholder agent (the “Stockholder Agent”), and certain stockholders of Company listed on the signature page hereto (collectively, the “Significant Stockholders” and each individually, a “Significant Stockholder”), each of whom immediately prior to the consummation of the Merger (as defined below) will be a stockholder of Company.
