TCV Iv Lp Sample Contracts

FORM OF TENDER AND VOTING AGREEMENT

Tender and Voting Agreement • March 26th, 2010 • TCV Iv Lp • Semiconductors & related devices • Delaware

• Contract Type
  Tender and Voting Agreement
• Filed
  March 26th, 2010
• Company
  TCV Iv Lp
• Industry
  Semiconductors & related devices
• Jurisdiction
  Delaware

THIS TENDER AND VOTING AGREEMENT (this “Agreement”) dated March 22, 2010, among INTERSIL CORPORATION, a Delaware corporation (“Parent”); NAVAJO MERGER SUB, INC., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Purchaser”); TECHWELL, INC., a Delaware corporation (the “Company”) (only with respect to Section 6 and Section 11 hereof and as a third party beneficiary of Section 4(f) hereof); and the undersigned stockholder of the Company (“Stockholder”).