AGREEMENT AND PLAN OF MERGER By and Among SIGMA DESIGNS, INC. BLUE MERGER SUB, INC. BLUE7 COMMUNICATIONS and for purposes of Article IX and XI only HUNG C. NGUYEN December 13, 2005Agreement and Plan of Merger • December 16th, 2005 • Sigma Designs Inc • Computer peripheral equipment, nec • California
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is dated as of the 13th day of December, 2005, by and among Sigma Designs, Inc., a California corporation (“Parent”), Blue Merger Sub, Inc., a California corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), and Blue7 Communications, a California corporation (the “Company”), and with respect to Article IX and Article XI only, Hung C. Nguyen, as securityholder agent (the “Securityholder Agent”).
