AGREEMENT AND PLAN OF MERGER among PMC-SIERRA, INC., POLARIS MERGER SUB, INC., PASSAVE, INC. and RON HIRAM Dated as of April 4, 2006Agreement and Plan of Merger • April 10th, 2006 • PMC Sierra Inc • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of April 4, 2006 (this “Agreement”), is made by and among PMC-Sierra, Inc., a Delaware corporation (“Acquiror”), Polaris Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Acquiror (“Sub”), Passave, Inc., a Delaware corporation (the “Company”), and Ron Hiram, an individual, as representative of certain of the equityholders of the Company (the “Stockholder Representative”). Capitalized terms used in this Agreement but not defined elsewhere herein have the meanings assigned to them in Section 1.1 hereof.
EXHIBIT A CONSENT AND INDEMNITY AGREEMENTConsent and Indemnity Agreement • April 10th, 2006 • PMC Sierra Inc • Semiconductors & related devices • Delaware
THIS CONSENT AND INDEMNITY AGREEMENT, dated as of April 4, 2006 (this “Agreement”), is by and among PMC-Sierra, Inc., a Delaware corporation (“Acquiror”), each of the stockholders of Passave, Inc., a Delaware corporation (the “Company”), listed on Annex A attached hereto (the “Principal Stockholders”), Ron Hiram, solely in his capacity as the representative of the Stockholders, Vested Option Holders and Warrant Holders (each as defined below) (the “Stockholder Representative”), and each Other Stockholder (as defined herein), Option Holder and Warrant Holder who, after the date hereof, join in and become a party to this Agreement in accordance with the terms hereof. Capitalized terms used in this Agreement but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger, dated as of the date of this Agreement (the “Merger Agreement”), by and among Acquiror, Polaris Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Su
