AGREEMENT AND PLAN OF MERGER BY AND AMONG RHOZET CORPORATION DUSSELDORF ACQUISITION CORPORATION HARMONIC, INC. AND WITH RESPECT TO ARTICLES VII, VIII AND IX ONLY DAVID TRESCOT AS SHAREHOLDER REPRESENTATIVE Dated as of July 25, 2007Merger Agreement • August 3rd, 2007 • Harmonic Inc • Radio & tv broadcasting & communications equipment • California
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of July 25, 2007 by and among Harmonic, Inc., a Delaware corporation (“Parent”), Dusseldorf Acquisition Corporation, a California corporation and a wholly-owned subsidiary of Parent (“Sub”), Rhozet Corporation, a California corporation (the “Company”), and with respect to Article VII, Article VIII and Article IX hereof only, David Trescot as shareholder representative (the “Shareholder Representative”).
