AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG HARMONIC INC. ORINDA ACQUISITION CORPORATION ORINDA ACQUISITION, LLC OMNEON INC. AND SHAREHOLDER REPRESENTATIVE SERVICES, LLC, AS REPRESENTATIVE Dated as of May 6, 2010Agreement and Plan of Reorganization • August 10th, 2010 • Harmonic Inc • Radio & tv broadcasting & communications equipment • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of May 6, 2010 by and among Harmonic Inc., a Delaware corporation (“Parent”), Orinda Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub One”), Orinda Acquisition, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (“Merger Sub Two” and together with Merger Sub One, the “Merger Subs”), Omneon Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative (the “Representative”). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in Article I.
