AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among CSR PLC, ZEISS MERGER SUB, INC. and ZORAN CORPORATION Dated as of June 16, 2011Agreement and Plan of Merger • June 21st, 2011 • Zoran Corp \De\ • Semiconductors & related devices • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of June 16, 2011 (this “Agreement”), by and among CSR plc, a company organized under the laws of England and Wales (“Parent”), Zeiss Merger Sub, Inc., a Delaware corporation that is a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and Zoran Corporation, a Delaware corporation (the “Company”) amends and restates in its entirety that certain Agreement and Plan of Merger, dated as of February 20, 2011, by and among Parent, Merger Sub and the Company (the “Original Agreement”).
THIS AGREEMENT is made June , 2011 BETWEEN:Agreement • June 21st, 2011 • Zoran Corp \De\ • Semiconductors & related devices
VOTING AGREEMENTVoting Agreement • June 21st, 2011 • Zoran Corp \De\ • Semiconductors & related devices • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of June [__], 2011 by and between CSR plc, a corporation organized under the laws of the United Kingdom (“Parent”), and the undersigned Stockholder (the “Stockholder”) of Zoran Corporation, a Delaware corporation (the “Company”).
