AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: DOT HILL SYSTEMS CORPORATION, a Delaware corporation; TELLURIDE ACQUISITION SUB, INC., a Delaware corporation; CLOVERLEAF COMMUNICATIONS INC., a Delaware corporation; CLOVERLEAF COMMUNICATIONS...Merger Agreement • January 5th, 2010 • Dot Hill Systems Corp • Computer storage devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (“Agreement”) is made and entered into as of January 4, 2010 by and among: DOT HILL SYSTEMS CORPORATION, a Delaware corporation (“Parent”); TELLURIDE ACQUISITION SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); CLOVERLEAF COMMUNICATIONS INC.,, a Delaware corporation (the “Company”); CLOVERLEAF COMMUNICATIONS (ISRAEL) LTD.,, an Israeli company and subsidiary of the Company (the “Israeli Subsidiary”); CLOVERLEAF COMMUNICATIONS CORPORATION (BVI), a British Virgin Islands company and subsidiary of the Company (the “BVI Subsidiary”); and E. SHALEV MANAGEMENT 2000 (1999) LTD. as the Stockholders’ Representative. Certain other capitalized terms used in this Agreement are defined in Exhibit A.
