0001012870-03-000135 Sample Contracts

AGREEMENT AND PLAN OF MERGER dated as of January 12, 2003 among SYNOPSYS, INC., NEON ACQUISITION CORPORATION and NUMERICAL TECHNOLOGIES, INC.

Merger Agreement • January 16th, 2003 • Numerical Technologies Inc • Services-prepackaged software • Delaware

• Contract Type
  Merger Agreement
• Filed
  January 16th, 2003
• Company
  Numerical Technologies Inc
• Industry
  Services-prepackaged software
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of January 12, 2003 (the “Agreement”), is among Synopsys, Inc., a Delaware corporation (“Parent”), Neon Acquisition Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Purchaser”), and Numerical Technologies, Inc., a Delaware corporation (the “Company”).

STOCKHOLDER TENDER AGREEMENT

Stockholder Tender Agreement • January 16th, 2003 • Numerical Technologies Inc • Services-prepackaged software • Delaware

• Contract Type
  Stockholder Tender Agreement
• Filed
  January 16th, 2003
• Company
  Numerical Technologies Inc
• Industry
  Services-prepackaged software
• Jurisdiction
  Delaware

This STOCKHOLDER TENDER AGREEMENT (this “Agreement”), dated as of January 12, 2003, is entered into by and among William H. Davidow, Abbas El Gamal, Narendra K. Gupta, Harvey Jones, Thomas Kailath, Richard Mora, Yagyensh C. (Buno) Pati, Sushma Pati, Atul Sharan and Preethi Sharan and Yao-Ting Wang (each a “Stockholder Party”) and Synopsys, Inc., a corporation organized under the laws of the State of Delaware (the “Parent”).