0000950129-05-003053 Sample Contracts

AGREEMENT AND PLAN OF REORGANIZATION
Merger Agreement • March 31st, 2005 • Vialta Inc • Household audio & video equipment • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is entered into as of this 28th day of March, 2005 by and between, Victory Acquisition Corp., a Delaware corporation (“Newco”), and Vialta, Inc., a Delaware corporation (“Target”). Capitalized terms not defined in the body of this Agreement shall have the meaning ascribed to them on Exhibit A.