AGREEMENT AND PLAN OF MERGER BY AND AMONG HUGHES COMMUNICATIONS, INC., UTAH ACQUISITION CORP., HELIUS, INC., CANOPY VENTURES I, L.P., AND CANOPY GROUP DATED DECEMBER 21, 2007Merger Agreement • March 10th, 2008 • Hughes Communications, Inc. • Communications services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of this 21st day of December, 2007, by and among (i) HUGHES COMMUNICATIONS, INC., a Delaware corporation (“Parent”), (ii) UTAH ACQUISITION CORP., a Utah corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), (iii) HELIUS, INC., a Utah corporation (the “Company”), (iv) THE CANOPY GROUP, INC., a Utah corporation (“Canopy Group”), (v) CANOPY VENTURES I, L.P., a Utah limited partnership (“Canopy Ventures”), and (vi) Canopy Group in its capacity as Shareholders’ Representative (as defined herein). Parent, Merger Sub, the Company, Canopy Group, the Shareholders’ Representative and Canopy Ventures are referred to herein individually as a “Party” and collectively as the “Parties.” The capitalized terms used and not otherwise defined herein have the meanings given to such terms as set forth in Appendix A hereto.
