AGREEMENT AND PLAN OF MERGER among ADESTO TECHNOLOGIES CORPORATION, CIRCUIT ACQUISITION CORPORATION and ECHELON CORPORATION Dated June 28, 2018Merger Agreement • June 29th, 2018 • Echelon Corp • Computer communications equipment • Delaware
This agreement and plan of merger (this “Agreement”) is dated June 28, 2018 (the “Agreement Date”), among Adesto Technologies Corporation, a Delaware corporation (“Parent”), Circuit Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Echelon Corporation, a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the meanings given to them in Article I.
SECOND AMENDMENT TO TAX BENEFIT PRESERVATION PLANTax Benefit Preservation Plan • June 29th, 2018 • Echelon Corp • Computer communications equipment • Delaware
This second amendment to Tax Benefit Preservation Plan, dated as of June 28, 2018 (this “Amendment”), is by and between Echelon Corporation, a Delaware corporation (the “Company”), and Computershare Inc., as rights agent (the “Rights Agent”).
