AGREEMENT AND PLAN OF MERGER REORGANIZATION BY AND AMONG NETLOGIC MICROSYSTEMS, INC. ROADSTER MERGER CORPORATION RMI CORPORATION AND THE REPRESENTATIVE OF CERTAIN OF THE HOLDERS OF ALL OF THE CAPITAL STOCK OF RMI CORPORATION Dated as of May 31, 2009Merger Agreement • June 4th, 2009 • Netlogic Microsystems Inc • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER REORGANIZATION is made as of May 31, 2009 (this “Agreement”) by and among NetLogic Microsystems, Inc., a Delaware corporation (“Parent”), Roadster Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), RMI Corporation, a Delaware corporation (the “Company”), and, solely with respect to Sections 1.6, 14, 15 and 17, the Representative (as defined below). The holders of all of the capital stock of the Company (the “Company Stock”) are collectively referred to as the “Company Stockholders.” Parent and the Company are referred to collectively herein as the “Parties” and each individually as a “Party.”
