ESCROW AGREEMENTEscrow Agreement • September 5th, 2007 • Staktek Holdings Inc • Semiconductors & related devices • Delaware
This Escrow Agreement (this “Escrow Agreement”), dated as of August 31, 2007, is made and entered into by and among Staktek Holdings, Inc., a Delaware corporation (“Acquiror”), Wells Fargo Bank, N.A. (“Escrow Agent”), as escrow agent, and John R. Meehan, as the Shareholder Representative (the “Shareholder Representative”). Capitalized terms used herein but not otherwise defined in this Escrow Agreement shall have the meanings ascribed to such terms in the Merger Agreement (as defined below). Acquiror and the Shareholder Representative are collectively referred to herein as the “Parties”.
AGREEMENT AND PLAN OF MERGER BY AND AMONG STAKTEK HOLDINGS, INC., SHULA MERGER SUB, INC., SOUTHLAND MICRO SYSTEMS, INC., THE SHAREHOLDERS OF SOUTHLAND MICRO SYSTEMS, INC. AND JOHN R. MEEHAN, AS SHAREHOLDER REPRESENTATIVE August 21, 2007Merger Agreement • September 5th, 2007 • Staktek Holdings Inc • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 21, 2007 by and among Staktek Holdings, Inc., a Delaware corporation (“Acquiror”), Shula Merger Sub, Inc., a California corporation and wholly owned subsidiary of Acquiror (“Merger Sub”), Southland Micro Systems, Inc., a California corporation (“Target”), the shareholders of Target executing a signature page hereto (each, a “Target Shareholder” and collectively, the “Target Shareholders”) and John R. Meehan, as Shareholder Representative (the “Shareholder Representative”).
