0000950134-08-003217 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among SEMICONDUCTOR HOLDING CORPORATION ECHO MERGERCO, INC. ESS TECHNOLOGY, INC. and ECHO TECHNOLOGY (DELAWARE), INC. Dated as of February 21, 2008

Merger Agreement • February 22nd, 2008 • Ess Technology Inc • Semiconductors & related devices • Delaware

• Contract Type
  Merger Agreement
• Filed
  February 22nd, 2008
• Company
  Ess Technology Inc
• Industry
  Semiconductors & related devices
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated February 21, 2008, is entered into by and among Semiconductor Holding Corporation, a Delaware corporation and wholly owned subsidiary of Imperium Master Fund, Ltd. (“Parent”), Echo Mergerco, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), ESS Technology, Inc., a California corporation (the “Company”) and Echo Technology (Delaware), Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Delaware Merger Sub”).