AMENDED AND RESTATED FORMATION, CONTRIBUTION AND MERGER AGREEMENT Among HARRIS CORPORATION, STRATEX NETWORKS, INC., STRATEX MERGER CORP. and HARRIS STRATEX NETWORKS, INC.Formation, Contribution and Merger Agreement • February 1st, 2007 • Harris Corp /De/ • Search, detection, navagation, guidance, aeronautical sys • Delaware
AMENDED AND RESTATED FORMATION, CONTRIBUTION AND MERGER AGREEMENT, dated as of December 18, 2006 (this “Agreement”), among HARRIS CORPORATION, a corporation incorporated in the State of Delaware (“Harris”), STRATEX NETWORKS, INC., a corporation incorporated in the State of Delaware (“Stratex”), STRATEX MERGER CORP., a corporation incorporated in the State of Delaware (“Merger Sub”), and HARRIS STRATEX NETWORKS, INC., a corporation incorporated in the State of Delaware (“Newco”).
December 29, 2006 Stratex Networks, Inc. 120 Rose Orchard Way San Jose, CA 95134 Ladies and Gentlemen:Formation, Contribution and Merger Agreement • January 2nd, 2007 • Harris Stratex Networks, Inc. • Radio & tv broadcasting & communications equipment
This opinion is furnished to you in connection with the Amended & Restated Formation, Contribution and Merger Agreement, dated as of December 18, 2006 (the “Agreement”), among Harris Corporation (“Harris”), Stratex Networks, Inc. (“Stratex”), Stratex Merger Corp. (“Merger Sub”) and Harris Stratex Networks, Inc. (“Newco”), all Delaware corporations. The Agreement provides for (i) the formation of Merger Sub, a wholly-owned subsidiary of Newco, and (ii) the merger of Merger Sub with and into Stratex in a transaction (the “Merger”) in which the existing stockholders of Stratex will receive shares of Class A Common Stock of Newco in exchange for their issued and outstanding shares of Stratex Common Stock, and Stratex will become a wholly-owned direct subsidiary of Newco. You have requested our opinion as to certain federal income tax consequences anticipated to follow from implementation of the Agreement. Capitalized terms not defined herein have the meanings ascribed to them in the Agreem
HARRIS LETTERHEAD]Formation, Contribution and Merger Agreement • February 1st, 2007 • Harris Stratex Networks, Inc. • Radio & tv broadcasting & communications equipment • Delaware
Reference is made to the Amended and Restated Formation, Contribution and Merger Agreement, dated as of December 18, 2006 (the “Formation Agreement”), among Harris Corporation, a Delaware corporation (“Harris”), Stratex Networks, Inc., a Delaware corporation (“Stratex”), Harris Stratex Networks, Inc., a Delaware corporation (“Harris Stratex”), and Stratex Merger Corp., a Delaware corporation and wholly owned subsidiary of Harris Stratex. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Formation Agreement. This letter agreement sets forth certain modifications to the Formation Agreement that the parties believe are advisable in effecting the intent of the parties thereto.
