AGREEMENT AND PLAN OF MERGER among: Novafora, Inc., a Delaware corporation; Transformer Acquisition LLC, a Delaware limited liability company; and Transmeta Corporation, a Delaware corporation Dated as of November 17, 2008Merger Agreement • November 20th, 2008 • Transmeta Corp • Semiconductors & related devices • Delaware
This Agreement and Plan of Merger (“Agreement”) is made and entered into as of November 17, 2008, by and among: Novafora, Inc., a Delaware corporation (“Parent”); Transformer Acquisition LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”); and Transmeta Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
VOTING AGREEMENTVoting Agreement • November 20th, 2008 • Transmeta Corp • Semiconductors & related devices • Delaware
This VOTING AGREEMENT (this “Agreement”) is entered into effective as of November ___, 2008, by and between Novafora, Inc., a Delaware corporation (“Acquiror”), and the undersigned stockholder (“Stockholder”) of Transmeta Corporation, a Delaware corporation (the “Company”). Terms not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
VOTING AGREEMENTVoting Agreement • November 20th, 2008 • Transmeta Corp • Semiconductors & related devices • Delaware
This VOTING AGREEMENT (this “Agreement”) is entered into effective as of November , 2008, by and between Novafora, Inc., a Delaware corporation (“Acquiror”), and the undersigned stockholder (“Stockholder”) of Transmeta Corporation, a Delaware corporation (the “Company”). Terms not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
