VOTING AGREEMENT AND WAIVERVoting Agreement and Waiver • July 11th, 2008 • Transwitch Corp /De • Semiconductors & related devices • Delaware
THIS VOTING AGREEMENT AND WAIVER (this “Agreement”), dated as of July 9, 2008, is made by and among TranSwitch Corporation, a Delaware corporation (the “Parent”), and the undersigned holder (the “Holder”) of certain shares of Company Capital Stock of Centillium Communications, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER by and among TRANSWITCH CORPORATION SONNET ACQUISITION CORPORATION HAIKU ACQUISITION CORPORATION and CENTILLIUM COMMUNICATIONS, INC. Dated as of July 9, 2008Agreement and Plan of Merger • July 11th, 2008 • Transwitch Corp /De • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 9, 2008, by and among TranSwitch Corporation, a Delaware corporation (“Parent”), Sonnet Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub 1”), Haiku Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub 2”), and Centillium Communications, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I hereof.
