AGREEMENT AND PLAN OF MERGER AMONG RF MONOLITHICS, INC., MURATA ELECTRONICS NORTH AMERICA, INC., AND RYDER ACQUISITION COMPANY, LIMITED DATED AS OF APRIL 12, 2012Agreement and Plan of Merger • April 13th, 2012 • Rf Monolithics Inc /De/ • Radio & tv broadcasting & communications equipment • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 12, 2012, among RF Monolithics, Inc., a Delaware corporation (the “Company”), Murata Electronics North America, Inc., a Texas corporation (“Parent”), and Ryder Acquisition Company, Limited, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”, with the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”).
FIFTH AMENDMENT TO RIGHTS AGREEMENTRights Agreement • April 13th, 2012 • Rf Monolithics Inc /De/ • Radio & tv broadcasting & communications equipment • Delaware
This Fifth Amendment, dated as of April 12, 2012 (“Amendment”), and effective as of the date set forth below, amends that certain Rights Agreement, dated as of December 20, 1994 (as amended, “Rights Agreement”), as amended on August 14, 1996 (“First Amendment”), December 11, 2000 (“Second Amendment” ), December 17, 2004 (“Third Amendment”), and November 10, 2009 (“Fourth Amendment,” and together with the First Amendment, the Second Amendment and the Third Amendment, the “Former Amendments”), between RF Monolithics, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (formerly known as EquiServe Trust Company, N.A. and successor rights agent to Fleet National Bank) (“Rights Agent”).
