0001012870-02-003092 Sample Contracts

TENDER AND VOTING AGREEMENT PHOENIX TECHNOLOGIES LTD.

Tender and Voting Agreement • July 24th, 2002 • Insilicon Corp • Semiconductors & related devices • Delaware

• Contract Type
  Tender and Voting Agreement
• Filed
  July 24th, 2002
• Company
  Insilicon Corp
• Industry
  Semiconductors & related devices
• Jurisdiction
  Delaware

THIS TENDER AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 23, 2002 by and between Synopsys, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of inSilicon Corporation, a Delaware corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER by and among SYNOPSYS, INC. FERRITE ACQUISITION CORP. and INSILICON CORPORATION Dated as of July 23, 2002

Merger Agreement • July 24th, 2002 • Insilicon Corp • Semiconductors & related devices • Delaware

• Contract Type
  Merger Agreement
• Filed
  July 24th, 2002
• Company
  Insilicon Corp
• Industry
  Semiconductors & related devices
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 23, 2002 by and among Synopsys, Inc., a Delaware corporation (“Parent”), Ferrite Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and inSilicon Corporation, a Delaware corporation (the “Company”). Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article IX hereof.