AGREEMENT AND PLAN OF MERGER by and among TRANSWITCH CORPORATION SONNET ACQUISITION CORPORATION HAIKU ACQUISITION CORPORATION and CENTILLIUM COMMUNICATIONS, INC. Dated as of July 9, 2008Merger Agreement • July 10th, 2008 • Centillium Communications Inc • Telephone & telegraph apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of July 9, 2008, by and among TranSwitch Corporation, a Delaware corporation ("Parent"), Sonnet Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub 1"), Haiku Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub 2"), and Centillium Communications, Inc., a Delaware corporation (the "Company"). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I hereof.
