AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of December 9, 1999 (this "AGREEMENT"), by and between C-Cube Micro systems Inc., a Delaware corporation (the "COMPANY"), and Harmonic Inc., a Delaware corporation ("PARENT").

WITNESSETH

WHEREAS, the respective Boards of Directors of Parent and the Company have each (i) determined that the Merger (as defined in Section 1.1 (a) hereof) is advisable and fair to, and in the best interests of, their respective stockholders and (ii) approved this Agreement and the Merger upon the terms and subject to the conditions set forth herein, and in accordance with the Delaware General Corporation Law (the "DGCL"), whereby each issued and outstanding share of common stock, par value$.001 per share (the "COMMON STOCK"), of the Company (other than shares of Common Stock owned, directly or indirectly, by the Company or by Parent immediately prior to the Effective Time (as defined in Section 1.1 (b) hereof) and Dissenting Shares (as defined in Section 1.2 (c) hereof), will, upon the terms and subject to the conditions and limitations set forth herein, be converted into shares of Common Stock, par value$.001 per share, of Parent (the "PARENT SHARES") and, if the Semi Sale (as defined in Section 1.5 (a) hereof) has been consummated, the Semi Sale Consideration (as defined in Section 1.5 (b)) in accordance with the provisions of Article I of this Agreement;

WHEREAS, for federal income tax purposes, the Merger is intended to qualify as a reorganization under the provisions of Section 368 (a) of the United States Internal Revenue Code of 1986, as amended (the "CODE"); and

WHEREAS, the parties wish to amend and restate that certain Agreement and Plan of Merger and Reorganization, dated as of October 27, 1999 by and between the Company and Parent.

NOW, THEREFORE, in consideration of the representations, warranties, covenants, agreements and conditions set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows: