AGREEMENT AND PLAN OF MERGER BY AND AMONG SIRENZA MICRODEVICES, INC., PENGUIN ACQUISITION CORPORATION, PREMIER DEVICES, INC., PHILLIP CHUANZE LIAO AND YEECHIN SHIONG LIAO Dated as of February 4, 2006Agreement and Plan of Merger • February 6th, 2006 • Sirenza Microdevices Inc • Semiconductors & related devices • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of February 4, 2006 by and among Sirenza Microdevices, Inc., a Delaware corporation (“Parent”), Penguin Acquisition Corporation, a California corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Premier Devices, Inc., a California corporation, (the “Company”), Phillip Chuanze Liao (“Seller”), individually and as Company Shareholders Agent (as such term is defined herein), and Yeechin Shiong Liao, (“Spouse” and, together with Seller, the “Company Shareholders”) (each sometimes referred to herein as a “Party” and collectively as the “Parties”). All capitalized terms that are used herein shall have the respective meanings ascribed thereto in Article I.
