AGREEMENT OF MERGER among: Mellanox Technologies, Ltd., an Israeli public company; Mondial Acquisition Corporation Ltd., an Israeli private company; and Voltaire Ltd., an Israeli public company Dated as of November 29, 2010Merger Agreement • November 29th, 2010 • Mellanox Technologies, Ltd. • Semiconductors & related devices
This Agreement of Merger (this “Agreement”) is entered into as of November 29, 2010, by and among Mellanox Technologies, Ltd., a public company formed under the laws of the State of Israel (“Parent”); Mondial Acquisition Corporation Ltd., a private company formed under the laws of the State of Israel and a wholly owned subsidiary of Parent (“Merger Sub”); and Voltaire Ltd., a public company formed under the laws of the State of Israel (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 29th, 2010 • Mellanox Technologies, Ltd. • Semiconductors & related devices
VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of November 29, 2010, by and among Mellanox Technologies, Ltd., a public company formed under the laws of the State of Israel (“Parent”), Mondial Acquisition Corporation Ltd., a private company formed under the laws of the State of Israel and a wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned shareholder(s) (each, a “Shareholder” and together (if there is more than one undersigned Shareholder), the “Shareholders”) of Voltaire Ltd., a public company formed under the laws of the State of Israel (the “Company”). Each of Parent, Merger Sub and each Shareholder is referred to as a “party” and collectively as the “parties”. Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the Merger Agreement (defined below).
