AGREEMENT AND PLAN OF MERGER BY AND AMONG RAMBUS INC., PADLOCK ACQUISITION CORP., CRYPTOGRAPHY RESEARCH, INC., AND CHRISTOPHER LEIGH RODGERS, AS SHAREHOLDER REPRESENTATIVE (FOR THE LIMITED PURPOSES DESCRIBED HEREIN) DATED AS OF MAY 12, 2011Merger Agreement • August 5th, 2011 • Rambus Inc • Semiconductors & related devices • California
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of May 12, 2011 by and among Rambus Inc., a Delaware corporation (“Parent”), Padlock Acquisition Corp., a California corporation and wholly-owned subsidiary of Parent (“Merger Sub”), Cryptography Research, Inc., a California corporation (the “Company”), and Christopher Leigh Rodgers, as Shareholder representative (the “Shareholder Representative”) solely in his capacity as the Shareholder Representative and only for the purposes expressly provided for herein and for no other purpose. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 1.1.
