AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 6th, 2007 • Sirf Technology Holdings Inc • Semiconductors & related devices • California
This Amendment No. 1 (this “Amendment”) to the Agreement and Plan of Merger, dated as of June 21, 2007 (the “Merger Agreement”), Spartacus I Acquisition Corp., a California corporation and wholly owned subsidiary of Acquirer (“Spartacus I Merger Sub”), Spartacus Ii Acquisition Corp., a California corporation and wholly owned subsidiary of Acquirer (“Spartacus II Merger Sub” and together with Spartacus I Merger Sub, the “Merger Subsidiaries”) and Centrality Communications, Inc., a California corporation (the “Company”), and solely with respect to Article 6 and Article 9, Teh-Tsung Lai, as Shareholder Agent.), is made and entered into as of August 6, 2007, by and between Acquirer, the Company, Spartacus I Merger Sub, Spartacus II Merger Sub and Shareholder Agent. Capitalized terms used and not otherwise defined in this Amendment are used herein as defined in the Merger Agreement.
AGREEMENT AND PLAN OF MERGER BY AND AMONG SiRF TECHNOLOGY HOLDINGS, INC., SPARTACUS I ACQUISITION CORP., SPARTACUS II ACQUISITION CORP., CENTRALITY COMMUNICATIONS, INC. AND TEH-TSUNG LAI, as SHAREHOLDER AGENT Dated as of June 21, 2007Agreement and Plan of Merger • August 6th, 2007 • Sirf Technology Holdings Inc • Semiconductors & related devices • California
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of June 21, 2007, by and among SiRF TECHNOLOGY HOLDINGS, INC., a Delaware corporation (“Acquirer”), SPARTACUS I ACQUISITION CORP., a California corporation and wholly owned subsidiary of Acquirer (“Spartacus I Merger Sub”), SPARTACUS II ACQUISITION CORP., a California corporation and wholly owned subsidiary of Acquirer (“Spartacus II Merger Sub” and together with Spartacus I Merger Sub, the “Merger Subsidiaries” ) and CENTRALITY COMMUNICATIONS, INC., a California corporation (the “Company”), and solely with respect to Article 6 and Article 9, TEH-TSUNG LAI, as Shareholder Agent. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 10.
