AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

by and among

NETGEAR, INC.,

NAS HOLDINGS CORPORATION,

INFRANT TECHNOLOGIES, INC.,

CERTAIN SHAREHOLDERS THEREOF,

and

PAUL TIEN, AS HOLDERS REPRESENTATIVE

Dated as of May 2, 2007

TABLE OF CONTENTS

EXHIBITS

EXHIBIT A – Form of Shareholders Consent
EXHIBIT B – Form of Investor Questionnaire
EXHIBIT C – Form of Agreement of Merger
EXHIBIT D – Form of Escrow Agreement
EXHIBIT E – Form of Holders Release
EXHIBIT F – White & Lee LLP Opinion Points

AGREEMENT AND PLAN OF MERGER

          AGREEMENT AND PLAN OF MERGER (hereinafter called this “ Agreement ”), dated as of May 2, 2007, by and among NETGEAR, INC., a Delaware corporation (“ NETGEAR ”), NAS HOLDINGS CORPORATION, a California corporation and a wholly owned subsidiary of NETGEAR (“ Merger Sub ”), INFRANT TECHNOLOGIES, INC., a California corporation (“ Infrant ”), the Holders listed on the signature pages hereto and Paul Tien in his capacity as a Holder and as Holders Representative.

RECITALS

          WHEREAS, on the terms and subject to the conditions of this Agreement and in accordance with the General Corporation Law of the California Corporations Code (the “ CGCL ”), NETGEAR, Merger Sub and Infrant will enter into a business combination transaction pursuant to which Merger Sub will merge with and into Infrant (the “ Merger ”);

          WHEREAS, the board of directors of Infrant has (i) unanimously approved the Merger, (ii) adopted this Agreement in accordance with the provisions of the CGCL, (iii) directed that this Agreement and the Merger be submitted to the shareholders of Infrant for their adoption and approval, and (iv) resolved to recommend that the shareholders of Infrant vote in favor of the adoption of this Agreement and the approval of the Merger;

          WHEREAS, contemporaneously with the execution and delivery of this Agreement, and as a condition and inducement to NETGEAR’s and Merger Sub’s willingness to enter into this Agreement, (i) at least a majority of the outstanding shares of Common Stock of Infrant; (ii) at least a majority of the outstanding shares of Series A Preferred Stock of Infrant; (iii) at least a majority of the outstanding shares of Series B Preferred Stock of Infrant and (iv) at least a majority of the outstanding shares of Series C Preferred Stock of Infrant (the holders of such Shares, the “ Consenting Shareholders ”) have executed and delivered a shareholders’ consent dated as of the date hereof and substantially in the form attached hereto as Exhibit A (the “ Shareholders Consent ”) consenting to, approving and adopting this Agreement and the Merger;

          WHEREAS, contemporaneously with the execution and delivery of this Agreement and as a condition and an inducement to NETGEAR’s and Merger Sub’s willingness to enter into this Agreement, Infrant has furnished to NETGEAR such completed accredited investor questionnaires substantially in the form attached hereto as Exhibit B (collectively, the “ Investor Questionnaires ”) and such stock ledgers necessary to demonstrate that no more than 35 Contingent Payment Holders are not “accredited investors” within the meaning of Rule 501(a) under the Securities Act (as herein defined); and

           WHEREAS, Infrant, NETGEAR and Merger Sub desire to make certain representations, warranties, covenants and agreements in connection with this Agreement.

          NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

          1.1. Specific Definitions . For purposes of this Agreement, the following terms have the meanings specified or referred to in this Article I:

     “ Acquisition Proposal ” shall mean (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving Infrant and (ii) any proposal or offer to acquire in any manner, directly or indirectly, 10% or more of the total voting power or of any class of equity securities of Infrant, or 10% or more of the total assets of Infrant, in each case other than the transactions contemplated by this Agreement.

     “ Adjusted Net Revenues ” shall mean Net Revenues, minus (i) any revenue included in Net Revenues that is derived from hard drives sold on a purely standalone basis and (ii) any cost of goods attributable to hard drive sales that exceeds 20% of Net Revenues, in each case calculated in accordance with GAAP and consistent with the manner reported by NETGEAR in its periodic filings with the U.S. Securities and Exchange Commission.

     “ Adjusted Net Revenues Calculation ” shall have the meaning set forth in Section 8.2(a).

     “ Adjusted Net Revenues Objection ” shall have the meaning set forth in Section 8.2(b).

     “ Affiliate ” means with respect to any Person, any director or executive officer of such Person and any other Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.

     “ Aggregate Junior Merger Closing Consideration ” shall mean (A) the Aggregate Merger Closing Consideration minus (B) the product of (i) the number of Series C Preferred Shares outstanding immediately prior to the Effective Time and (ii) $5.81 minus (C) 73.5537% of the Expenses Amount.

     “ Aggregate Merger Closing Consideration ” shall mean $60,000,000.

     “ Aggregate Share Dividend ” shall have the meaning set forth in Section 4.8.

     “ Agreement ” shall have the meaning set forth in the paragraph preceding the Recitals.

     “ Agreement of Merger ” shall have the meaning set forth in Section 2.3.

     “ Applicable Date ” shall have the meaning set forth in Section 5.5.

     “ Assets ” shall mean all of the properties and assets (real, personal or mixed, tangible or intangible, and including Intellectual Property), used or held for use in connection with or material to the continued operation of the business of Infrant.

     “ Balance Sheet Date ” shall have the meaning set forth in Section 4.6.

     “ Business Day ” shall mean any day on which banks are not required or authorized to close in The City of New York or the State of California.

     “ Bylaws ” shall have the meaning set forth in Section 2.5.

     “ Carried Revenues ” shall mean the amount by which First Measurement Period Adjusted Net Revenues exceed $48,000,000.00.

     “ Certificate ” shall mean any stock certificate representing duly issued and validly authorized Shares.

     “ CGCL ” shall have the meaning set forth in the recitals.

     “ Charter ” shall have the meaning set forth in Section 2.4.

     “ Claim ” shall have the meaning set forth in Section 11.4(a).

     “ Closing ” shall have the meaning set forth in Section 2.2.

     “ Closing Date ” shall have the meaning set forth in Section 2.2.

     “ Code ” shall mean the Internal Revenue Code of 1986, as amended.

     “ Common Share ” shall have the meaning set forth in Section 3.1(c).

     “ Consenting Shareholders ” shall have the meaning set forth in the recitals.

     “ Contingent Payment ” shall have the meaning set forth in Section 8.3(b).

     “ Contingent Payment Holder ” shall have the meaning set forth in Section 8.3(c).

     “ Contract ” means any loan agreement, indenture, letter of credit (including related letter of credit applications and reimbursement obligations), mortgage, security agreement, pledge agreement, deed of trust, bond, note, guarantee, surety obligation, warranty, license, franchise, permit, power of attorney, purchase order, lease, endorsement agreement, and other agreements, contracts, instruments, obligations, offers, commitments, plans, arrangements and understandings, written or oral, to which a Person is a party or by which any of its properties, assets or Intellectual Property may be bound or affected, in each case as amended, supplemented, waived or otherwise modified.

     “ Covered Products ” shall mean, collectively, (i) the Zetera-based Products, (ii) the Infrant Products, and (iii) other network storage products and related products managed by Mr. Paul Tien (or his successor) and sold by NETGEAR during the Earnout Period.

     “ CPA Firm ” shall mean such firm of independent public accountants as NETGEAR and the Holders Representative may agree in writing.

     “ Damages ” shall have the meaning set forth in Section 11.2(a).

     “ Default First Measurement Period ” shall have the meaning set forth in Section 8.1(b).

     “ Default Second Measurement Period ” shall have the meaning set forth in Section 8.1(b).

     “ Designated Account ” shall have the meaning set forth in Section 3.2.

     “ Dissenting Shareholders ” shall have the meaning set forth in Section 3.4.

     “ Dissenting Shares ” shall have the meaning set forth in Section 3.4.

     “ Earnout Material Adverse Change ” shall mean any change, event, occurrence, fact, condition, development or effect that, individually or in the aggregate, has had or is reasonably likely to have an Earnout Material Adverse Effect.

     “ Earnout Material Adverse Effect ” shall mean, individually or in the aggregate, a material adverse effect on Net Revenues that would reasonably be expected to reduce the amount of a Contingent Payment.

     “ Earnout Period ” shall have the meaning set forth in Section 8.1(a).

     “ Effective Time ” shall have the meaning set forth in Section 2.3.

     “ Environmental Health and Safety Law ” means any Law, as in effect on the date of this Agreement, relating to: (i) the protection, investigation or restoration of the environment, health, safety, or natural resources, (ii) the handling, use, presence,

disposal, release or threatened release of any Hazardous Substance or (iii) noise, odor, indoor air, employee exposure, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

     “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

     “ ERISA Affiliate ” shall mean any Affiliate of Infrant and any Person that is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as Infrant, any other trade or business (whether or not incorporated) that is under common control with either of such companies (within the meaning of Section 414(c) of the Code), any organization that is, along with Infrant, a member of an affiliated service group (within the meaning of Section 414(m) of the Code), and any entity required to be aggregated with Infrant pursuant to Section 414(o) of the Code.

     “ Escrow Account ” shall have the meaning set forth in Section 3.3.

     “ Escrow Agent ” shall have the meaning set forth in Section 3.3.

     “ Escrow Agreement ” shall have the meaning set forth in Section 3.3.

     “ Escrow Consideration ” means $6,000,000.00.

     “ Exchange Act ” shall have the meaning set forth in Section 5.5.

     “ Excluded Share ” means a Share owned by Infrant, NETGEAR, Merger Sub or any other direct or indirect Subsidiary of Infrant or NETGEAR.

     “ Expenses Amount ” shall mean the aggregate of all amounts paid by Infrant and its Subsidiaries on or following September 2006, or payable by Infrant and its Subsidiaries as of the Closing, to financial advisors, investment bankers, accountants, auditors, legal counsel and other agents, representatives, advisors and third parties in connection with the transactions contemplated by this Agreement.

     “ Financial Statements ” shall have the meaning set forth in Section 4.6.

     “ First Contingent Payment ” shall have the meaning set forth in Section 8.3(a).

     “ First Contingent Payment Expenses Amount ” shall mean the aggregate of all amounts payable by Infrant and its Subsidiaries on or after the Closing, to financial advisors, investment bankers, accountants, auditors, legal counsel and other agents, representatives, advisors and third parties in connection with the First Contingent Payment.

     “ First Measurement Period ” shall have the meaning set forth in Section 8.1(b).

     “ First Measurement Period Adjusted Net Revenues ” shall have the meaning set

forth in Section 8.3(a).

     “ GAAP ” means United States generally accepted accounting principles.

     “ Governmental Entity ” means any (i) nation, state, county, city, town, village, district, or other jurisdiction of any nature, (ii) federal, state, local, municipal, or other government; (iii) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official or entity and any court or other tribunal) or (iv) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature (including any self-regulatory organization).

     “ Hazardous Substance ” means any substance that is: (A) listed, classified or regulated pursuant to any Environmental Health and Safety Law; (B) any petroleum product or by-product, asbestos-containing material, lead-containing paint, polychlorinated biphenyls, radioactive material or radon; or (C) any other substance that may be the subject of regulatory action by any Governmental Entity in connection with any Environmental Health and Safety Law.

     “ Holdback Payment ” means the remainder, if any, of (i) the Escrow Consideration, minus (ii) the aggregate amount finally determined to be payable to NETGEAR Indemnified Persons pursuant to Article XI pursuant to Claims made on or prior to the one year anniversary of the Closing Date.

     “ Holdback Payment Percentage ” shall mean the quotient obtained by dividing the Holdback Payment by the Aggregate Merger Closing Consideration.

     “ Holder ” shall mean each Shareholder (other than a Dissenting Shareholder) and each Person who held vested Infrant Stock Options outstanding immediately prior to the Effective Time.

     “ Holders Representative ” shall have the meaning set forth in Section 11.5(a).

     “ Holders Release ” shall have the meaning set forth in Section 7.14.

     “ HSR Act ” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

     “ Indebtedness ” means (i) all liabilities for borrowed money, whether current or funded, secured or unsecured, all obligations evidenced by bonds, debentures, notes or similar instruments, all liabilities in respect of mandatorily redeemable or purchasable capital stock or securities convertible into capital stock, and any interest, premium, fees, penalties unpaid and owing with respect to the foregoing liabilities; (ii) all liabilities for the deferred purchase price of property; (iii) all liabilities in respect of any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which liabilities are required to be classified and accounted for under GAAP as

capital leases; (iv) any payment obligation in respect of interest under any existing interest rate swap or hedge agreement entered into with respect to any liabilities described in clauses (i) or (ii) above; (v) any negative cash or overdraft balances; and (vi) all liabilities for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction securing obligations of a type described in clauses (i), (ii) or (iii) above to the extent of the obligation secured, and all liabilities as obligor, guarantor, or otherwise, to the extent of the obligation secured.

     “ Indemnified Party ” shall have the meaning set forth in Section 11.4(a).

     “ Indemnifying Party ” shall have the meaning set forth in Section 11.4(a)

     “ Information Statement ” shall have the meaning set forth in Section 7.9.

     “ Infrant ” shall have the meaning set forth in the paragraph preceding the Recitals.

     “ Infrant Calculations ” shall have the meaning set forth in Section 7.12.

     “ Infrant Disclosure Schedule ” means the disclosure schedule prepared by Infrant and delivered to and acknowledged by NETGEAR prior to the execution and delivery of this Agreement.

     “ Infrant Equity Rights ” shall have the meaning set forth in Section 3.1(g).

     “ Infrant Information Statement Sections ” shall mean the Information Statement excluding the information relating to NETGEAR (which such NETGEAR information shall consist of the information under the headings “The Merger, Appointment of the Holders Representative and Amendment of the Existing Infrant Articles of Incorporation —B. NETGEAR,” and the materials included as Exhibit G to the Information Statement).

     “ Infrant Products ” shall mean the existing products of Infrant marketed under the ReadyNAS and Repertoire trademarks and the products on the Infrant product roadmap as shared with NETGEAR that are contemplated to be available for general release in 2007.

     “ Infrant Products Marketing Expenditures ” shall have the meaning set forth in Section 7.13(c).

     “ Infrant Products R&D Expenditures ” shall have the meaning set forth in Section 7.13(c).

     “ Infrant Option Plan ” shall mean Infrant Technologies, Inc. 2001 Stock Incentive Plan, as amended.

     “ Infrant Software ” shall mean Software owned by Infrant or otherwise used with or in or incorporated into its products.

     “ Infrant Stock Option ” shall mean an option to purchase Common Shares of Infrant under the Infrant Option Plan.

     “ Initial Junior Per Share Payment ” shall mean the product of (i) the Notional Payment multiplied by (ii) the Post-Holdback Percentage.

     “ Initial Option Payment ” shall mean, for each Infrant Stock Option, the product of (a) the Notional Option Payment for such Infrant Stock Option multiplied by (b) the Post-Holdback Percentage.

     “ Initial Series C Per Share Payment ” shall mean $5.229 minus the quotient obtained by dividing (i) 26.4463% of the Expenses Amount and (ii) the number of Series C Preferred Shares outstanding immediately prior to the Effective Time.

     “ Intellectual Property ” means all (i) trademarks, service marks, brand names, certification marks, collective marks, d/b/a’s, Internet domain names, logos, symbols, trade dress, assumed names, fictitious names, trade names, and other indicia of origin, all applications and registrations for the foregoing, and all goodwill associated therewith and symbolized thereby, including all renewals of same; (ii) inventions and discoveries, whether patentable or not, and all patents, registrations, invention disclosures and applications therefor, including divisions, continuations, continuations-in-part and renewal applications, and including renewals, extensions and reissues; (iii) confidential information, trade secrets and know-how, including processes, schematics, business methods, formulae, drawings, prototypes, models, designs, customer lists and supplier lists (collectively, “ Trade Secrets ”); (iv) published and unpublished works of authorship, whether copyrightable or not (including without limitation Software), copyrights therein and thereto, and registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof; and (v) all other intellectual property or proprietary rights existing anywhere in the world.

     “ Intellectual Property Contracts ” means all agreements concerning Intellectual Property to which Infrant is a party, including without limitation agreements granting Infrant rights to use the Licensed Intellectual Property, non-assertion agreements, settlement agreements, agreements granting rights to use Scheduled Intellectual Property (as defined in Section 4.18(a)), trademark coexistence agreements and trademark consent agreements.

     “ IP Warranties ” shall mean Section 4.18.

     “ IT Assets ” means computers, computer software, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines, and all other information technology equipment, and all associated documentation, whether such equipment is owned by Infrant or is subject to any license, lease, or other right provided to Infrant by any third party.

     “ Investor Questionnaire ” shall have the meaning set forth in the Recitals.

     “ Junior Closing Share Number ” shall mean the number of Common Shares outstanding immediately prior to the Effective Time plus the number of Common Shares issuable by Infrant upon the conversion or exercise, as applicable, of Junior Preferred Shares, options, warrants or other rights to acquire Common Shares outstanding immediately prior to the Effective Time or other securities convertible into or exchangeable, directly or indirectly, for Common Shares or such Junior Preferred Shares, options, warrants or rights outstanding immediately prior to the Effective Time minus any unvested Infrant Stock Options that have been cancelled at the Closing in accordance with Section 3.1(e).

     “ Junior Escrow Consideration ” shall mean the Escrow Consideration minus the product of (a) $0.581 and (b) the number of Series C Preferred Shares outstanding immediately prior to the Effective Time.

     “ Junior Per Share Contingent Payment ” shall have the meaning set forth in Section 8.3.

     “ Junior Per Share Holdback Payment ” shall mean the product of (a) the Notional Payment multiplied by (b) the Holdback Payment Percentage.

     “ Junior Per Share Merger Consideration ” shall have the meaning set forth in Section 3.1(b).

     “ Junior Preferred Share ” shall have the meaning set forth in Section 3.1(b).

     “ knowledge ” shall mean, (i) with respect to Infrant, the actual knowledge of any officer or director of Infrant after reasonable inquiry of Infrant’s employees with responsibility in the relevant areas, and (ii) with respect to NETGEAR, the actual knowledge of the Chief Executive Officer or VP, Legal and Corporate Development of NETGEAR after reasonable inquiry of NETGEAR’s employees with responsibility in the relevant areas.

     “ Law ” means any federal, state or local law, statute, ordinance, rule, regulation, treaty, judgment, order, injunction, decree, arbitration award or agency requirement of any Governmental Entity.

     “ Licensed Intellectual Property ” means Intellectual Property that Infrant licenses or is otherwise permitted by other persons to use.

     “ Licenses ” shall mean (i) licenses of Intellectual Property by Infrant to third parties, (ii) licenses of Intellectual Property by third parties to Infrant, and (iii) agreements between Infrant and third parties governing the development or use of Intellectual Property, the development or transmission of data, or the use, modification, framing, linking advertisement, or other practices with respect to Internet web sites.

     “ Lien ” means any mortgage, easement, right of way, charge, claim, community

property interest, condition, equitable interest, lien, option, pledge, security interest, right of first refusal, or restriction or adverse claim of any kind, including any restriction on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership, or any other encumbrance or exception to title of any kind.

     “ Material Adverse Change ” shall mean any change, event, occurrence, fact, condition, development or effect that, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect.

     “ Material Adverse Effect ” shall mean, individually or in the aggregate, a material adverse effect on (A) the current Assets, liabilities, properties, business, prospects, financial condition or results of operations of Infrant or (B) the currently anticipated development of Infrant’s products, technology or Intellectual Property, except, in the case of either (A) or (B), for any change, event, occurrence, fact, condition, development or effect resulting from or arising in connection with (i) the taking of any action required by the terms of this Agreement or (ii) any changes that Infrant establishes are due to (x) changes or events that are attributable solely to general economic or business conditions in the United States or (y) changes or events solely affecting the principal industry in which Infrant operates, which in either case do not disproportionately affect Infrant.

     “ Material Contract ” shall have the meaning set forth in Section 4.13(a).

     “ Measurement Period ” shall have the meaning set forth in Section 8.1(b).

     “ Merger ” shall have the meaning set forth in the Recitals.

     “ Merger Sub ” shall have the meaning set forth in the paragraph preceding the Recitals.

     “ Merger Sub Common Stock ” shall have the meaning set forth in Section 3.1(c).

     “ Necessary Approvals ” shall have the meaning set forth in Section 4.11.

     “ NETGEAR ” shall have the meaning set forth in the paragraph preceding the Recitals.

     “ NETGEAR Balance Sheet Date ” means December 31, 2006.

     “ NETGEAR Covered Products ” shall mean the existing NETGEAR Zetera-based storage products bearing the SKU numbers SC101 and SC101T.

     “ NETGEAR Disclosure Schedule ” means the disclosure schedule prepared by NETGEAR and delivered to and acknowledged by Infrant prior to the execution and delivery of this Agreement.

     “ NETGEAR Financial Statements ” means NETGEAR’s consolidated balance sheet as of December 31, 2006 and the related consolidated statement of operations for the year ended December 31, 2006 included in NETGEAR’s Annual Report on Form 10-K for the year ended December 31, 2006.

     “ NETGEAR Indemnified Parties ” shall have the meaning set forth in Section 11.2(a).

     “ NETGEAR Reports ” shall have the meaning set forth in Section 5.5.

     “ Net Revenues ” shall mean consolidated net revenues of Covered Products derived by NETGEAR and its Subsidiaries, calculated in accordance with GAAP and consistent with the manner reported by NETGEAR in its periodic filings with the U.S. Securities and Exchange Commission.

     “ Non-Accredited Investor ” shall mean any Contingent Payment Holder that is not an “accredited investor” under Rule 501 under the Securities Act and does not certify in writing to NETGEAR that he, she or it has such knowledge and experience in financial and business matters such that he, she or it is capable of evaluating the merits and risks of the right to receive the payments, if any, pursuant to Section 8.3.

     “ Notional Option Payment ” shall mean, for each Infrant Stock Option, an amount in cash equal to the difference obtained by subtracting (i) the exercise price of such Infrant Stock Option from (ii) the Notional Payment.

     “ Notional Payment ” shall mean an amount in cash equal to the quotient obtained by dividing (i) the Aggregate Junior Merger Closing Consideration by (ii) the Junior Closing Share Number.

     “ Non-Disclosure Agreement ” shall have the meaning set forth in Section 7.2(b).

     “ Operating Budget ” shall mean the operating budget for the Infrant Products dated April 16, 2007.

     “ Order ” shall have the meaning set forth in Section 9.1(b).

     “ Organizational Documents ” shall have the meaning set forth in Section 4.1(a).

     “ Partial Tax Period ” shall have the meaning set forth in Section 7.6(a).

     “ Per Option Holdback Payment ” shall mean, for each Infrant Stock Option, the product of (a) the Notional Option Payment for such Infrant Stock Option multiplied by (b) the Holdback Payment Percentage.

     “ Permitted Liens ” means (i) Liens for Taxes not yet due and payable, or that are being contested in good faith by appropriate proceedings and for which adequate reserves

are included in the Financial Statements, (ii) mechanic’s Liens, landlord’s Liens and warehouseman’s Liens securing obligations in the ordinary course of business that are not more than 30 days past due or are being contested in good faith by appropriate proceedings and for which adequate reserves are included in the Financial Statements or (iii) Liens incurred in the ordinary course of business that, individually or in the aggregate, do not and would not materially detract from the value of any of the property or Assets of Infrant subject thereto or materially interfere with the use thereof as currently used or proposed to be used.

     “ Person ” shall be construed broadly and shall include any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

     “ Plans ” shall have the meaning set forth in Section 4.10(a).

     “ Pre-Closing Period ” shall have the meaning set forth in Section 7.6(a).

     “ Post-Holdback Amount ” means the remainder of (i) the Aggregate Junior Merger Closing Consideration, minus (ii) the Junior Escrow Consideration.

     “ Post-Holdback Percentage ” means the quotient obtained by dividing the Post-Holdback Amount by the Aggregate Junior Merger Closing Consideration.

     “ Proprietary Names ” shall mean all trademark, servicemark, trade name, brand name or the like, whether registered or unregistered.

     “ Pro Rata Indemnity Fraction ” shall be a fraction (a) the numerator of which is the Holder’s pro-rata amount of the Escrow Consideration deposited into the Escrow Account and (b) the denominator of which is the aggregate Escrow Consideration.

     “ Registered ” means issued by, registered with, renewed by or the subject of a pending application before any Governmental Entity or Internet domain name registrar.

     “ Review Period ” shall mean, with respect to any Measurement Period, the period commencing with the delivery by NETGEAR to the Holders Representative of the Adjusted Net Revenues Calculation with respect to such Measurement Period and terminating on either the 15th calendar day following the date of such delivery or, if and only if the Holders Representative duly delivers to NETGEAR an Adjusted Net Revenues Objection with respect to such Adjusted Net Revenues Calculation, the Review Period for the amount that is the subject of an Adjusted Net Revenues Objection shall be the earlier of (i) the date as of which NETGEAR and the Holders Representative resolve all of their disagreements with respect to the proposed adjustments set forth in such Adjusted Net Revenues Objection, and (ii) the date as of which the CPA Firm makes a determination with respect to all remaining disagreements pursuant to Section 8.2(c).

     “ Scheduled Intellectual Property ” shall have the meaning ascribed to it in Section 4.18(a).

     “ SEC ” shall have the meaning set forth in Section 5.5.

     “ Second Contingent Payment ” shall have the meaning set forth in Section 8.3(b).

     “ Second Contingent Payment Expenses Amount ” shall mean the aggregate of all amounts payable by Infrant and its Subsidiaries on or after the Closing, to financial advisors, investment bankers, accountants, auditors, legal counsel and other agents, representatives, advisors and third parties in connection with the Second Contingent Payment.

     “ Second Measurement Period ” shall have the meaning set forth in Section 8.1(b).

     “ Second Measurement Period Adjusted Net Revenues ” shall have the meaning set forth in Section 8.3(b).

     “ Securities Act ” shall mean the Securities Act of 1933, as amended.

     “ Series C Per Share Holdback Payment ” shall mean the product of (a) $5.81 multiplied by (b) the Holdback Payment Percentage.

     “ Series C Per Share Merger Consideration ” shall have the meaning set forth in Section 3.1(a).

     “ Series C Preferred Share ” shall have the meaning set forth in Section 3.1(a).

     “ Share ” shall have the meaning set forth in Section 3.1(c).

     “ Shareholders ” shall mean holders of Shares.

     “ Shareholders Consent ” shall have the meaning set forth in the Recitals.

     “ Software ” shall mean computer software, programs and databases in any form, whether executable, binary or source code, together with input and output formats, source and object codes, program listings, data models, flow charts, outlines, narrative descriptions, operating instructions and supporting documentation, and includes the tangible media upon which such programs and documentation are recorded, as well as Internet web sites, web content and links, all versions, updates, corrections, enhancements and modifications thereof, and all related documents.

     “ Software Products ” shall have the meaning set forth in Section 4.18(m).

     “ Subsidiary ” shall mean any entity, whether incorporated or unincorporated, of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons

performing similar functions is directly or indirectly owned or controlled by such party or by one or more of its respective Subsidiaries.

     “ Surviving Corporation ” shall have the meaning set forth in Section 2.1.

     “ Takeover Statute ” shall have the meaning set forth in Section 4.12.

     “ Tax ” (including, with correlative meaning, the terms “ Taxes ”, and “ Taxable ”) means all federal, state, local and foreign income, profits, franchise, gross receipts, environmental, customs, duties, capital stock, severance, stamp, payroll, sales, employment, unemployment, disability, use, property, withholding, excise, production, value added, occupancy, license, estimated, real property, personal property, windfall profits or other taxes, duties, fees or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts and any interest in respect of such penalties and additions.

     “ Tax Return ” means all returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns) required to be supplied to a Governmental Entity relating to Taxes with respect to Infrant, including any schedule or attachment thereto, and including any amendment thereof.

     “ Tax Warranties and Covenants ” shall mean Sections 4.8, 4.10(b), 4.15 and 7.6.

     “ Termination Date ” shall have the meaning set forth in Section 10.2.

     “ Title Warranty ” shall have the meaning set forth in Section 11.1

     “ Zetera-based Products ” shall mean the existing NETGEAR Zetera-based storage products bearing the SKU numbers SC101 and SC101T.

          1.2. Other Terms . Other terms may be defined elsewhere in the text of this Agreement and, unless otherwise indicated, shall have such meaning indicated throughout this Agreement.

          1.3. Interpretation .

          (a) In this Agreement, unless the context otherwise requires, references:

     (i) to the Recitals, Articles, Sections, Exhibits or Schedules are to a Recital, Article or Section of, or Exhibit or Schedule to, this Agreement;

     (ii) to any agreement (including this Agreement), contract, statute or regulation are to the agreement, contract, statute or regulation as amended, modified, supplemented or replaced from time to time, and to any section of any statute or regulation include any successor to the section;

     (iii) to any Governmental Entity include any successor to that Governmental Entity; and

     (iv) to this Agreement are to this Agreement and the exhibits and schedules to it, taken as a whole.

          (b) The table of contents and headings contained herein are for reference purposes only and do not limit or otherwise affect any of the provisions of this Agreement.

          (c) Whenever the words “include,” “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation.”

          (d) Whenever the words “herein” or “hereunder” are used in this Agreement, they will be deemed to refer to this Agreement as a whole and not to any specific Section, unless otherwise indicated.

          (e) The terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa.

          (f) The terms “dollars” and “$” shall mean dollars of the United States of America.

ARTICLE II

THE MERGER

          2.1. The Merger . Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the CGCL, at the Effective Time, Merger Sub shall be merged with and into Infrant and the separate corporate existence of Merger Sub shall thereupon cease. Infrant shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “ Surviving Corporation ”) and shall continue its existence under the laws of the State of California. The Merger shall have the effects specified in the CGCL. Without limiting the generality of the foregoing, upon consummation of the Merger, all the rights, privileges, immunities, powers and franchises of Infrant and Merger Sub shall vest in the Surviving Corporation and all restrictions, obligations, duties, debts and liabilities existing as of the Effective Time of Infrant and Merger Sub shall be the restrictions, obligations, duties, debts and liabilities of the Surviving Corporation.

          2.2. Closing . The closing of the Merger (the “ Closing ”) shall take place (i) at the offices of Sullivan & Cromwell LLP, 1870 Embarcadero Road, Palo Alto, California at 9:00 A.M. on the third Business Day following the date on which the last to be fulfilled or waived of the conditions set forth in Article IX shall be satisfied or waived

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in accordance with this Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) or (ii) at such other place and time and/or on such other date as Infrant and NETGEAR may agree (the “ Closing Date ”).

          2.3. Effective Time . As soon as practicable following the Closing, but in no event later than the Business Day immediately following the Closing Date, Infrant and NETGEAR shall cause an agreement of merger and the accompanying officers’ certificates, each in substantially the form attached hereto as Exhibit C (the “ Agreement of Merger ”) to be filed with the Secretary of State of California in accordance with Section 1103 of the CGCL. The Merger shall become effective at the later of (i) the time when the Secretary of State of California has accepted the filing of the Agreement of Merger, or (ii) such date or time as Infrant and NETGEAR shall agree and specify in the Agreement of Merger (the time the Merger becomes effective being hereinafter referred to as the “ Effective Time ”).

          2.4. The Articles of Incorporation . At the Effective Time, the articles of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the articles of incorporation of the Surviving Corporation (the “ Charter ”), until duly amended as provided therein or by applicable Law.

          2.5. The Bylaws . The parties hereto shall take all actions necessary so that the bylaws of Merger Sub in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation (the “ Bylaws ”), until thereafter amended as provided therein or by applicable Law.

          2.6. Directors . The parties hereto shall take all actions necessary so that the directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Charter and the Bylaws. Prior to the Effective Time, Infrant shall take all actions necessary to obtain any resignations of its directors in their capacities as such, and not in their capacities as employees (if applicable) necessary to give effect to the provisions of this Section 2.6.

          2.7. Officers . The parties hereto shall take all actions necessary so that the officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation and shall hold office until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal. Prior to the Effective Time, Infrant shall take all actions necessary to obtain any resignations of its officers in their capacities as such, and not in their capacities as employees necessary to give effect to the provisions of this Section 2.7.

ARTICLE III

MERGER CONSIDERATION; EXCHANGE OF SHARES

          3.1. Effect on Capital Stock . At the Closing, as a result of the Merger and without any action on the part of the holder of any capital stock of Infrant:

          (a) Series C Preferred Stock Merger Consideration . Each share of Series C Preferred Stock, no par value, of Infrant (each a “ Series C Preferred Share ” or, collectively, the “ Series C Preferred Shares ”) issued and outstanding immediately prior to the Effective Time, after giving effect to any conversion of Series C Preferred Shares into Common Shares that occurs prior to or concurrently with the Effective Time, that is not an Excluded Share or a Dissenting Share shall be converted into the right to receive (subject to the terms and conditions of the Escrow Agreement) an amount in cash per Series C Preferred Share equal to (i) the Initial Series C Per Share Payment and (ii) the Series C Per Share Holdback Payment, if any (such sum of the amount in clause (i) and (ii), the “ Series C Per Share Merger Consideration ”). At the Effective Time, all Series C Preferred Shares shall no longer be outstanding and shall be cancelled and retired and shall cease to exist, and each Certificate formerly representing any of such Series C Preferred Shares shall thereafter represent only the right to receive (subject to the terms and conditions of the Escrow Agreement) the consideration set forth in this Section 3.1(a), without interest.

          (b) Junior Preferred Stock Merger Consideration . Each share of Series A Preferred Stock, no par value, and Series B Preferred Stock, no par value, of Infrant (a “ Junior Preferred Share ” or, collectively, the “ Junior Preferred Shares ”) issued and outstanding immediately prior to the Effective Time that is not an Excluded Share or a Dissenting Share shall be converted into the right to receive (subject to the terms and conditions of the Escrow Agreement) (x) an amount in cash per Junior Preferred Share equal to (a) (i) the Initial Junior Per Share Payment, and (ii) the Junior Per Share Holdback Payment, if any (such right, the “ Junior Per Share Merger Consideration ”), multiplied by (b) the number of Common Shares into which such Junior Preferred Share is convertible immediately prior to the Effective Time; and (y) the Junior Per Share Contingent Payments, if any, pursuant to Section 8.3 multiplied by the number of Common Shares into which such Junior Preferred Share is convertible immediately prior to the Effective Time. At the Effective Time, all Junior Preferred Shares shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each Certificate formerly representing any of such Junior Preferred Shares shall thereafter represent only the right to receive (subject to the terms and conditions of the Escrow Agreement) the consideration set forth in this Section 3.1(b), without interest. Notwithstanding the above, the receipt by any Non-Accredited Investor of Junior Preferred Shares of the right to receive the Junior Per Share Contingent Payments, if any, shall be subject to Section 8.3(d).

          (c) Common Stock. At the Closing, by virtue of the Merger and without any action on the part of any shareholder, each share of Common Stock, no par value, of Infrant (a “ Common Share ” and, together with the Junior Preferred Shares and the Series C Preferred Shares, the “ Shares ”), issued and outstanding immediately prior to the Effective Time that is not an Excluded Share or a Dissenting Share shall be exchanged for the right to receive (x) the Junior Per Share Merger Consideration; and (y) the Junior Per Share Contingent Payments, if any, pursuant to Section 8.3. At the Effective Time, all Common Shares shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each certificate formerly representing any of such Common Shares shall thereafter represent only the right to receive (subject to the terms and conditions of the Escrow Agreement) the consideration set forth in this Section 3.1(c), without interest. Notwithstanding the above, the receipt by any Non-Accredited Investor of Common Shares of the right to receive the Junior Per Share Contingent Payments, if any, shall be subject to Section 8.3(d).

          (d) Merger Sub Common Stock . Each share of common stock, par value $0.001 per share, of Merger Sub (“ Merger Sub Common Stock ”) issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, no par value of the Surviving Corporation.

          (e) Stock Options . At the Closing, each unvested Infrant Stock Option shall be cancelled and the holder of such unvested Infrant Stock Option shall not be entitled to any payment or other consideration in respect of such cancellation. At the Closing, each vested Infrant Stock Option shall be cancelled and converted into the right to receive (x) (a) the Initial Option Payment and (b) the Per Option Holdback Payment, if any, less applicable Taxes required to be withheld with respect to such payment; and (y) the product of (i) the total number of Common Shares subject to the Infrant Stock Option and (ii) the Junior Per Share Contingent Payments, if any, pursuant to Section 8.3. Notwithstanding the above, the receipt by any Non-Accredited Investor that holds vested Infrant Stock Options of the right to receive the Junior Per Share Contingent Payments in subsection (y) above shall be subject to Section 8.3(d). At or prior to the Effective Time, Infrant, Infrant’s board of directors and the compensation committee thereof, as applicable, shall adopt any resolutions and take any actions which are necessary to effectuate this Section 3.1(e). At the Closing, Infrant agrees to (a) effect the termination of all Infrant Stock Options outstanding immediately prior to the Closing and (b) effect the termination of the Infrant Option Plan.

          (f) Excluded Shares . At the Effective Time, by virtue of the Merger and without any action on the part of any shareholder, each Excluded Share shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist.

          (g) Options, Warrants and other Rights . Infrant shall take all action necessary to ensure that (i) any rights, options, warrants or other rights or agreements of any kind (including any Infrant Stock Options) that obligate Infrant to issue or sell any shares of capital stock or other securities of Infrant (“ Infrant Equity Rights ”), that are outstanding and exercisable immediately prior to the Closing and that have not been exercised or cancelled prior thereto, shall terminate and be cancelled as of the Closing and thereafter be of no further force or effect, and (ii) no Infrant Equity Rights are granted after the date of this Agreement. Infrant shall also take all actions necessary to ensure that from and after the Effective Time neither NETGEAR nor the Surviving Corporation will be required to deliver the Shares or any capital stock of NETGEAR, the Surviving Corporation or Infrant to any Person pursuant to or in settlement of Infrant Equity Rights after the Effective Time.

          (h) Payment of Merger Consideration . Infrant shall take all actions necessary to ensure that after the Closing holders of Shares and Infrant Equity Rights shall only be entitled to the payments contemplated by this Section 3.1.

          3.2. Payment for Shares and Infrant Stock Options . At the Closing, NETGEAR shall deposit or shall cause to be deposited in an account designated (the “ Designated Account ”) by the Holders Representative, for the benefit of the Shareholders, an amount in cash sufficient in the aggregate to provide all funds necessary for the Holders Representative to make the Initial Series C Per Share Payments and the Initial Junior Per Share Payments contemplated by Sections 3.1(a), 3.1(b) and 3.1(c). The Holders Representative shall not withdraw any amount from the Designated Account unless such withdrawal is being made in order to make an Initial Series C Per Share Payment or an Initial Junior Per Share Payment, as applicable, in accordance with this Section 3.2 or pay permitted fees and expenses of the Holders Representative pursuant to 3.2(b). The Holders Representative shall act as the agent for all of the Shareholders in effecting the payment of the Initial Series C Per Share Payments and the Initial Junior Per Share Payments, as applicable contemplated by Sections 3.1(a), 3.1(b) and 3.1(c) and the exchange of the Certificates that immediately prior to the Effective Time represented outstanding Shares and were converted into the right to receive the consideration set forth in Section 3.1.

          (a) Deposit of Funds . At the Closing, NETGEAR shall deposit or shall cause to be deposited with the Holders Representative, for the benefit of the holders of vested Infrant Stock Options, an amount in cash sufficient in the aggregate to provide all funds necessary for the Holders Representative to make the Initial Option Payments (after giving effect to any required tax withholdings) contemplated by Section 3.1(e) to the holders of vested Infrant Stock Options. Promptly after the Effective Time, but in no event later than three Business Days following the Effective Time, the Holders Representative shall pay each holder of vested Infrant Stock Options the amount (after giving effect to any required tax withholdings) of the Initial Option Payments to which such holder is entitled under Section 3.1(e).

          (b) Payment Procedures . Promptly after the Effective Time, but in no event later than five Business Days following the Effective Time, the Holders Representative shall mail to each holder of record of Shares (other than holders of Excluded Shares) (i) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Holders Representative, such letter of transmittal to be in such form and have such other provisions as Infrant and NETGEAR may reasonably agree, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for (x) any applicable Series C Per Share Merger Consideration or Junior Per Share Merger Consideration and (y) subject to Section 8.3(d) if such holder is a Non-Accredited Investor, the right to receive Junior Per Share Contingent Payments, if any, pursuant to Section 8.3. Upon surrender of a Certificate for cancellation to the Holders Representative together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive, in exchange therefor, a wire transfer in the amount (after giving effect to any required tax withholdings and the deduction of up to $250 to cover any fees (which shall not exceed $100) of and out-of-pocket expenses incurred by the Holders Representative in administering the payment procedures of this Section 3.2(b) with respect to such holder) of the Initial Series C Per Share Payments and the Initial Junior Per Share Payments to which such holder is entitled as specified in Section 3.1 above, and the Certificate so surrendered shall forthwith be canceled. No interest shall be paid or accrued on any amount payable upon due surrender of the Certificates. If payment is to be made to a Person other than the registered holder of the Certificate surrendered, it shall be a condition of such payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Surviving Corporation and the Holders Representative that such tax was paid or is not applicable. Within 5 Business Days of receipt, the Holders Representative shall forward any documents (including any letters of transmittal) and Certificates received from Shareholders pursuant to this Section 3.2(b) to NETGEAR. Notwithstanding the foregoing, none of NETGEAR, the Surviving Corporation or any other Person (other than the Holders Representative) shall be liable to any former holder of Shares for any amount deposited in the Designated Account and not returned to the Surviving Corporation pursuant to Section 3.2(d).

          (c) Stock Transfer Books; No Further Ownership Rights . Commencing at the Effective Time, the stock transfer books of Infrant shall be closed, and there shall be no further registration of transfers of Shares thereafter on the records of Infrant other than as required to comply with the terms of this Agreement. At and after the Effective Time, each holder of a Certificate shall cease to have rights as a shareholder of Infrant, except for the right to surrender his or her Certificate in exchange for (x) payment of the applicable Series C Per Share Merger Consideration or the Junior Per Share Merger Consideration, and (y) subject to Section 8.3(d) if such

holder is a Non-Accredited Investor, the right to receive Junior Per Share Contingent Payments, if any, pursuant to Section 8.3.

          (d) Termination of Exchange Fund . Upon the earlier to occur of (i) the 270th calendar day following the Closing Date and (ii) the earliest date as of which the Holders Representative has made Initial Series C Per Share Payments and Initial Junior Per Share Payments, as applicable, in exchange for Certificates representing at least 99.00% of the aggregate number of Shares (on an as-converted to Common Shares basis) and Series C Preferred Shares issued and outstanding immediately prior to the Effective Time (excluding the Excluded Shares and Dissenting Shares), the Holders Representative’s duties pursuant to this Section 3.2 shall terminate, and any amounts remaining in the Designated Account shall be transferred to an account of the Surviving Corporation. Thereafter, any Shareholders who have not theretofore exchanged their Shares in accordance with this Article III shall thereafter look only to the Surviving Corporation for payment of the applicable Initial Series C Per Share Payments or Initial Junior Per Share Payments, as applicable, upon due surrender of their Certificates (or affidavits of loss in lieu thereof), in each case, without any interest thereon. Upon such due surrender, (x) subject to the terms of the Escrow Agreement, such Shareholders also shall be entitled to the right to receive the applicable Series C Per Share Holdback Payments or Junior Per Share Holdback Payments, if any, and (y) subject to Section 8.3(d) if such holder is a Non-Accredited Investor, such Shareholders also shall be entitled to the right to receive Junior Per Share Contingent Payments, if any, pursuant to Section 8.3. Notwithstanding the foregoing, none of NETGEAR, the Surviving Corporation, the Holders Representative or any other Person shall be liable to any former holder of Shares for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

          (e) Withholding Rights . Each of NETGEAR and the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to the Holders such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any other applicable state, local or foreign Tax. To the extent that amounts are so withheld by the Surviving Corporation or NETGEAR, as the case may be, such withheld amounts (i) shall be remitted by NETGEAR or the Surviving Corporation, as applicable, to the applicable Governmental Entity, and (ii) shall be treated for all purposes of this Agreement as having been paid to the Shareholders in respect of which such deduction and withholding was made by the Surviving Corporation or NETGEAR, as the case may be.

          (f) Lost, Stolen or Destroyed Certificates . In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by NETGEAR or the Holders Representative, the execution by such Person of an indemnification agreement for the benefit of the Surviving Corporation, NETGEAR

and their respective agents, the Holders Representative shall issue, in exchange for such lost, stolen or destroyed Certificate, the applicable Initial Series C Per Share Payment or Initial Junior Per Share Payment to be paid in respect of the Shares represented thereby upon due surrender of and delivery in respect of the Shares represented by such Certificate pursuant to this Agreement. Subject to the terms of the Escrow Agreement, such Shareholder also shall be entitled to the right to receive the applicable Series C Per Share Holdback Payments or Junior Per Share Holdback Payments, if any. Each Contingent Payment Holder also shall be entitled to the right to receive the Junior Per Share Contingent Payments, if any, pursuant to Section 8.3; provided , however , that the receipt by any Non-Accredited Investor of such right to receive the Junior Per Share Contingent Payments, if any, shall be subject to Section 8.3(d).

          3.3. Escrow Fund . Prior to or simultaneously with the Closing, NETGEAR, Merger Sub and the Holders Representative shall enter into an escrow agreement (the “ Escrow Agreement ”) with an escrow agent selected by NETGEAR and reasonably acceptable to the Holders Representative (the “ Escrow Agent ”), substantially in the form of Exhibit D attached hereto. Pursuant to the terms of the Escrow Agreement, promptly following the Closing, but in no event later than the Business Day immediately following the Closing Date, NETGEAR shall deposit the Escrow Consideration into an escrow account, to be managed by the Escrow Agent (the “ Escrow Account ”). Distributions of any Escrow Consideration from the Escrow Account shall be governed by the terms and conditions of the Escrow Agreement. The execution of this Agreement by a Holder shall constitute approval of the Escrow Agreement and all of the arrangements relating thereto.

          3.4. Dissenting Shares . Notwithstanding anything to the contrary contained herein, Shares that are owned by holders (“ Dissenting Shareholders ”) who have properly demanded and perfected dissenters’ rights pursuant to the CGCL (the “ Dissenting Shares ”), shall not be exchangeable for the right to receive the Series C Per Share Merger Consideration, the right to receive the Junior Per Share Merger Consideration or the right to receive Junior Per Share Contingent Payments, if any, pursuant to Section 8.3, and the Dissenting Shareholders shall be entitled to receive from the Surviving Corporation such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the CGCL, unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the CGCL. If any such holder fails to perfect or effectively withdraws or loses such rights, such holder’s Dissenting Shares shall thereupon be treated as if they had been converted into and become exchangeable for, at the Effective Time, (x) the right to receive the Series C Per Share Merger Consideration or Junior Per Share Merger Consideration, as applicable, pursuant to Section 3.1(a), 3.1(b) or 3.1(c), as the case may be; and (y) subject to Section 8.3(d), the right to receive the Junior Per Share Contingent Payments, if any, pursuant to Section 8.3, without any interest thereon. Infrant shall promptly give NETGEAR notice of any demands received by Infrant for dissenters’ rights, attempted withdrawals of such demands, and any other instruments served

pursuant to applicable Law received by Infrant with respect to its shareholders’ dissenters’ rights. Infrant shall not, without the prior written consent of NETGEAR, negotiate with Dissenting Shareholders, voluntarily make any payment with respect to any demands regarding appraisals of or payments for Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

          3.5. Adjustments to Prevent Dilution . In the event that Infrant changes the number of Common Shares or securities convertible or exchangeable into or exercisable for Common Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Series C Per Share Merger Consideration, the Junior Per Share Merger Consideration and Junior Per Share Contingent Payments, if any, shall be equitably adjusted.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES
OF INFRANT

          Subject to such exceptions as are specifically disclosed in the appropriately corresponding section or subsection of the Infrant Disclosure Schedule (provided that the disclosures shall qualify other sections and subsections of the Infrant Disclosure Schedule to the extent it is readily apparent that such disclosure is clearly applicable to such other sections and subsections) Infrant hereby represents and warrants to NETGEAR and Merger Sub that:

          4.1. Organization, Good Standing and Qualification . (a) Infrant is a corporation duly organized, validly existing and in good standing under the laws of California and has all requisite corporate or similar power and authority to own, lease and operate its properties and Assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership or operation of its properties or conduct of its business requires such qualification, except where the failure to be so organized, qualified or in good standing, or to have such power or authority, when taken together with all other such failures, has not had and is not reasonably likely to have a Material Adverse Effect or prevent, materially delay or impair the ability of Infrant to consummate the transactions contemplated by this Agreement. Infrant has made available to NETGEAR a complete and correct copy of Infrant’s articles of incorporation and bylaws (collectively, “ Organizational Documents ”), each as amended to date. Infrant’s Organizational Documents so delivered are in full force and effect. Infrant is not in violation of any of the provisions of its Organizational Documents. Section 4.1(a) of the Infrant Disclosure Schedule contains a correct and complete list of each jurisdiction where Infrant is organized and/or qualified to do business.

          (b) Except as disclosed in Section 4.1(b) of the Infrant Disclosure Schedule, Infrant does not (i) have any Subsidiaries or (ii) directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity.

          4.2. Books and Records . The books of account, minute books, stock record books, and other records of Infrant, all of which have been made available to NETGEAR, are complete and correct in all material respects, and have been maintained in accordance with sound business and accounting practices. The minute books of Infrant contain accurate and complete records, in all material respects, of all meetings held by, and corporate action taken by, the shareholders, the boards of directors, and committees of the boards of directors of Infrant, and no meeting of any such shareholders, board of directors or committee has been held where matters were approved, voted upon or acted upon for which minutes have not been prepared and are not contained in such minute books.

          4.3. Capital Structure .

          (a) The authorized capital stock of the Infrant consists of 26,000,000 Common Shares, of which 6,179,473 Common Shares were outstanding as of the close of business on the Closing Date immediately prior to the Closing, and 7,925,000 shares of Preferred Stock, comprising (A) 865,000 shares of Series A Preferred Stock, 865,000 of which were outstanding as of the close of business on the Closing Date immediately prior to the Closing, (B) 3,060,000 shares of Series B Preferred Stock, of which 3,060,000 were outstanding as of the close of business on the Closing Date immediately prior to the Closing, and (C) 4,000,000 shares of Series C Preferred Stock, of which 2,666,667 were outstanding as of the close of business on the Closing Date immediately prior to the Closing. All of the issued and outstanding Common Shares and shares of Preferred Stock have been duly authorized, validly issued and are fully paid and nonassessable, and have been issued in compliance with all applicable Laws. Other than (x) 2,192,000 Common Shares reserved for issuance under the Infrant Option Plan, (y) 6,658,334 Common Shares reserved for issuance upon conversion of the shares of Preferred Stock, and (z) no Shares reserved for issuance upon exercise of warrants, Infrant had no Common Shares or shares of Preferred Stock reserved for issuance as of the date of this Agreement. Section 4.3(a) of the Infrant Disclosure Schedule contains a list, which is true and complete in all respects, of each Infrant Equity Right outstanding as of the date of this Agreement, including (i) the name and address of the holder, (ii) the type of security, (iii) the number of Common Shares subject to such Infrant Equity Right, (iv) the exercise price of such Infrant Equity Right, (v) the date on which such Infrant Equity Right was granted, (vi) the applicable vesting schedule (including any potential acceleration of such vesting), (vii) whether early exercise rights apply to such Infrant Equity Right, and (viii) the date on which such Infrant Equity Right expires. Each of the outstanding shares of capital stock or other securities of each of Infrant’s Subsidiaries is duly authorized,

validly issued, fully paid and nonassessable and owned by Infrant, free and clear of any Lien. Except as set forth above and in Section 4.3(a) of the Infrant Disclosure Schedule, there are no outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, calls, commitments, preemptive or other rights or agreements of any kind that obligate Infrant or any of its Subsidiaries to repurchase, redeem, acquire, issue or sell any shares of capital stock or other securities of Infrant or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or that give any Person a right to subscribe for or acquire, any securities of Infrant or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. There are no voting agreements, trusts, proxies or other agreements, instruments or undertakings with respect to the voting of the capital stock of Infrant to which Infrant or any Shareholder is a party. Infrant does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible by their terms into or exercisable for securities having the right to vote) with the shareholders on any matter. As of the date hereof, the outstanding shares of Infrant’s capital stock are owned of record as set forth in Section 4.3(a) of the Infrant Disclosure Schedule. Section 4.3(a) of the Infrant Disclosure Schedule sets forth the applicable conversion ratio under Infrant’s articles of incorporation pursuant to which (i) the holders of Infrant’s Series A Preferred Stock are entitled to convert their shares of Series A Preferred Stock to Common Shares immediately prior to the Effective Time, (ii) the holders of Infrant’s Series B Preferred Stock are entitled to convert their shares of Series B Preferred Stock to Common Shares immediately prior to the Effective Time, and (iii) the holders of Infrant’s Series C Preferred Stock are entitled to convert their shares of Series C Preferred Stock to Common Shares immediately prior to the Effective Time.

          (b) Section 4.3(b) of the Infrant Disclosure Schedule sets forth a complete and accurate list of Infrant’s or its Subsidiaries’ capital stock, equity interest or other direct or indirect ownership interest in any Person other than a Subsidiary of Infrant. Infrant does not own, directly or indirectly, any voting interest in any Person that requires a filing by NETGEAR under the HSR Act or comparable foreign antitrust or competition Laws.

          4.4. Corporate Authority; Approval and Fairness . (a) Infrant has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate, the Merger. Assuming the due authorization, execution and delivery of this Agreement by NETGEAR and Merger Sub, this Agreement is a valid and binding agreement of Infrant enforceable against Infrant in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

          (b) The board of directors of Infrant has determined that the Merger is fair to, and in the best interests of, Infrant and its shareholders, approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby and has recommended the adoption of this Agreement to the Shareholders. No other corporate proceedings are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than the filing and recordation of the Agreement of Merger and such other documents as required by the CGCL).

          (c) The requisite approval under the CGCL of the shareholders of Infrant has been obtained by the delivery of the Shareholders Consent. The Shareholders Consent approves this Agreement, the Merger and the other transactions contemplated hereby in accordance with applicable Law and the Organizational Documents of Infrant.

          4.5. No Conflict; Governmental Filings . (a) Except as provided in Section 4.5(a) of the Infrant Disclosure Schedule, the execution, delivery and performance of this Agreement by Infrant, and the consummation by Infrant of the transactions contemplated hereby do not and will not constitute or result in (i) a conflict with, or a breach or violation of, Infrant’s Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.5(b) have been obtained and all filings and obligations described in Section 4.5(b) have been made or complied with, a conflict with or violation of any Law applicable to Infrant or by which any property or Asset of Infrant is bound or affected, (iii) a breach or violation of, a default under, the acceleration of any obligations under, or the creation of any Lien (with or without notice, lapse of time or both) on the Assets of Infrant pursuant to, any Contract binding upon Infrant or any Law or governmental or non-governmental permit or license to which Infrant is subject or (iv) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clauses (ii), (iii) or (iv) above, for any conflict, breach, violation, default, acceleration, creation or change that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect or prevent, materially delay or impair the ability of Infrant to consummate the transactions contemplated by this Agreement. Section 4.5 of the Infrant Disclosure Schedule sets forth a correct and complete list of Contracts of Infrant pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii), (iii) and (iv) above).

          (b) Except as provided in Section 4.5(b) of the Infrant Disclosure Schedule, other than (i) the filings and/or notices pursuant to Section 2.3, and (ii) such other consents, approvals, orders, authorizations, registrations, or filings that, if not obtained or made, would not, individually or in the aggregate, prevent, materially delay or impair the ability of Infrant to consummate the transactions contemplated by this Agreement, no notices, reports or other filings are required to be made by Infrant with, nor are any consents, registrations, approvals, permits or authorizations required to be

obtained by Infrant from any Governmental Entity, in connection with the execution and delivery of this Agreement by Infrant and the consummation by Infrant of the Merger and the other transactions contemplated hereby.

          4.6. Financial Statements . Infrant has delivered to NETGEAR: (i) Infrant’s unaudited balance sheet as of December 31, 2006 (the “ Balance Sheet Date ”) and (ii) the related unaudited consolidated income statement for the year ended December 31, 2006 (collectively the “ Financial Statements ”). The Financial Statements referred to in this Section 4.6 are consistent in all material respects with the books and records of Infrant and fairly present the financial position of Infrant and the results of operations of the business of Infrant as of the dates thereof and for the periods set forth therein, except as otherwise noted therein. Nothing has come to the attention of the Infrant since the Balance Sheet Date that would indicate that the Financial Statements are not true and correct in all material respects as of the date thereof.

          4.7. Undisclosed Liabilities; etc . Except as set forth on Section 4.7 of the Infrant Disclosure Schedule, Infrant does not have any liabilities or obligations of any nature (whether known, unknown, absolute, accrued, contingent or otherwise, whether direct or indirect, or as guarantor or otherwise with respect to any liability or obligation of any other Person and whether due or to become due), except (i) as and to the extent disclosed, adequately reserved against in the Financial Statements, (ii) for liabilities and obligations under the Contracts entered into in the ordinary course of business or (iii) in the aggregate amount not exceeding $25,000 incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice.

          4.8. Absence of Certain Changes . Since the Balance Sheet Date, except as specifically set forth on Section 4.8 of the Infrant Disclosure Schedule, (a) Infrant has conducted its business only in, and has not engaged in any material transaction other than according to, the ordinary and usual course of such business and since such date, (b) there has not been any Material Adverse Change and (c) Infrant has not:

     (i) declared, set aside, made or paid any dividend or distribution, payable in cash, stock, property or otherwise, on any share of capital stock other than a one time dividend or distribution on the Series C Preferred Shares that does not exceed $500,000 in the aggregate (the aggregate amount of such dividend or distribution, the “ Aggregate Share Dividend ”);

     (ii) split, combined or reclassified its outstanding shares of capital stock, issued or sold any such shares of any class of its capital stock, or any securities convertible into or exchangeable for any shares, or issued, sold, granted or entered into any subscriptions, options, warrants, conversion or other rights, agreements, commitments, arrangements or understandings of any kind, contingent or otherwise, to purchase or otherwise acquire any such shares or any securities convertible into or exchangeable for any such shares;

     (iii) acquired (including, without limitation, by merger, consolidation, or acquisition of stock, assets or Intellectual Property or any other business combination) any corporation, partnership, other business organization or any division thereof or any significant amount of assets or Intellectual Property;

     (iv) incurred any indebtedness, issued or sold any debt securities, prepaid any debt, guaranteed or endorsed, or otherwise become responsible for, the obligations of any Person, or made any loans or advances;

     (v) assigned, leased, licensed, mortgaged, pledged or otherwise subjected to any Lien, any of its Assets, except for the Licensed Intellectual Property listed on Section 4.18(a) of the Infrant Disclosure Schedule or encumbrances incurred in the ordinary course of business that are immaterial and would not materially affect Infrant’s use of the Assets so encumbered;

     (vi) forgiven, canceled, compromised, waived or released any material debts, claims or rights, except for debts, claims and rights forgiven, canceled, compromised, waived or released in the ordinary course of business consistent with past practice;

     (vii) increased the compensation payable or to become payable to its officers or employees, except for increases in accordance with past practice in salaries or wages of employees of Infrant who are not officers of Infrant, or granted or increased any severance or termination pay to any director, officer or employee;

     (viii) entered into, adopted, terminated, suspended, made any new grants or awards under, or amended in any material respect any employment, consulting, retention, change-in-control, collective bargaining, bonus or other incentive compensation, profit-sharing, health or other welfare, stock option or other equity, pension, retirement, vacation, severance, deferred compensation or other employment, compensation or benefit plan, policy, agreement, trust, fund, program, or arrangement for the benefit of any officer, director or employee (whether or not legally binding); provided , however , that the foregoing provisions of this subsection shall not apply to any amendments to employee benefit plans described in Section 3(3) of ERISA that are required by Law;

     (ix) amended any of its Organizational Documents;

     (x) changed in any material respect its accounting practices, policies or principles, other than as required by GAAP;

     (xi) sold any Assets, other than inventory in the ordinary course of business consistent with past practice;

     (xii) entered into any Contract that is material to the conduct of its business or any amendment, modification or termination of any existing Contract that is material to the conduct of its business other than any such Contracts entered into in the ordinary course of business, or any such Contract that, pursuant to its terms, is cancelable without penalty on notice of 30 days or less following the Effective Time, or breached any Material Contract;

     (xiii) made, authorized or committed to any capital expenditures or capital additions or improvements;

     (xiv) instituted, settled or agreed to settle any litigation, action or proceeding before any court or government body;

     (xv) (A) sold, assigned, leased, terminated, abandoned, transferred or otherwise disposed of or granted any security interest in and to any item of the Scheduled Intellectual Property or Licensed Intellectual Property, in whole or in part, (B) granted any license with respect to any Scheduled Intellectual Property, other than licenses of Infrant Software to customers of Infrant to whom Infrant licenses such Infrant Software in the ordinary course of business, (C) developed, created or invented any Intellectual Property jointly with any third party, or (D) knowingly disclosed, or allowed to be disclosed, any confidential Scheduled Intellectual Property, unless such Scheduled Intellectual Property is subject to a confidentiality or non-disclosure covenant protecting against disclosure thereof;

     (xvi) permitted any insurance policy naming it as a beneficiary or loss-payable payee to be canceled or terminated;

     (xvii) adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

     (xviii) settled any material audit, made or changed any material Tax election, filed any amended Tax Return or taken any other action with regard to any dispute or discussion with a Governmental Entity relating to a material Tax liability or potential liability;

     (xix) made (or became obligated to make) any bonus payments to any of its officers or employees;

     (xx) distributed or transferred any of its or its Subsidiaries cash, marketable securities or net operating losses to any officers, directors, shareholders or Affiliates of it or any of its Subsidiaries, except in the ordinary course of business;

     (xxi) suffered any damage,