0001012870-02-003192 Sample Contracts

TENDER AND VOTING AGREEMENT PHOENIX TECHNOLOGIES LTD.
Tender and Voting Agreement • July 31st, 2002 • Synopsys Inc • Services-prepackaged software • 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”).

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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 31st, 2002 • Synopsys Inc • Services-prepackaged software • 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.

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