AGREEMENT AND PLAN OF MERGER BY AND AMONG ENTONE TECHNOLOGIES, INC. EDINBURGH ACQUISITION CORPORATION HARMONIC, INC. ENTONE, INC. ENTONE TECHNOLOGIES (HK) LIMITED AND WITH RESPECT TO ARTICLES VII, VIII AND IX ONLY JIM JONES AS STOCKHOLDER...Agreement and Plan of Merger • August 25th, 2006 • Harmonic Inc • Radio & tv broadcasting & communications equipment • California
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of August 21, 2006 by and among Harmonic, Inc., a Delaware corporation (“Parent”), Edinburgh Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), Entone Technologies, Inc., a Delaware corporation (the “Company”), Entone, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Newco Delaware"), Entone Technologies (HK) Limited, a Hong Kong company (“Newco Hong Kong”), and with respect to Article VII, Article VIII and Article IX hereof only, Jim Jones, as stockholder representative (the “Stockholder Representative”) and U.S. Bank, National Association, as escrow agent (“Escrow Agent”).
