AGREEMENT AND PLAN OF MERGER among EZCHIP SEMICONDUCTOR LTD., EROS ACQUISITION SUB, INC., TILERA CORPORATION and the SECURITYHOLDER REPRESENTATIVE Dated as of June 30, 2014Merger Agreement • July 1st, 2014 • Ezchip Semiconductor LTD • Computer communications equipment • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of June 30, 2014 (this “Agreement”), is made by and among EZCHIP SEMICONDUCTOR LTD., a company organized under the laws of the State of Israel (“Acquiror”), EROS ACQUISITION SUB, INC., a Delaware corporation and an indirect wholly owned subsidiary of Acquiror (“Sub”), TILERA CORPORATION, a Delaware corporation (the “Company”), and SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, solely in its capacity, as representative of the securityholders of the Company (the “Securityholder Representative”). Capitalized terms used in this Agreement but not defined elsewhere herein have the meanings assigned to them in Section 1.1 hereof.
