AGREEMENT AND PLAN OF MERGER BY AND AMONG ATHEROS COMMUNICATIONS, INC., ICEMAN ACQUISITION ONE CORPORATION, ICEMAN ACQUISITION TWO LLC, AND INTELLON CORPORATION DATED AS OF September 8, 2009Merger Agreement • September 9th, 2009 • Intellon Corp • Semiconductors & related devices • Delaware
This Agreement and Plan of Merger (this “Agreement”) is dated and entered into as of September 8, 2009 by and among Atheros Communications, Inc., a Delaware corporation (“Parent”), Iceman Acquisition One Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Subsidiary One”), Iceman Acquisition Two LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (“Merger Subsidiary Two” and together with Merger Subsidiary One, the “Merger Subsidiaries”), and Intellon Corporation, a Delaware corporation (the “Company”). Each of Parent, the Merger Subsidiaries and the Company are referred to herein as a “Party” and together as the “Parties.” All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in ARTICLE 1.
SUPPORT AGREEMENTSupport Agreement • September 9th, 2009 • Intellon Corp • Semiconductors & related devices • Delaware
This SUPPORT AGREEMENT (this “Agreement”) is entered into as of September , 2009, between Atheros Communications, Inc., a Delaware corporation (“Parent”), Iceman Acquisition One Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Subsidiary One”), Iceman Acquisition Two LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (“Merger Subsidiary Two”), and the undersigned stockholder (the “Stockholder”) of Intellon Corporation, a Delaware corporation (the “Company”).
