0001104659-04-039142 Sample Contracts

AGREEMENT OF MERGER
Agreement of Merger • December 10th, 2004 • Synopsys Inc • Services-prepackaged software • Delaware

THIS AGREEMENT OF MERGER (“Agreement”) is made and entered into as of November 30, 2004, by and among: SYNOPSYS, INC., a Delaware corporation (“Parent”); NORTH ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); and NASSDA CORPORATION, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

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VOTING AGREEMENT
Voting Agreement • December 10th, 2004 • Synopsys Inc • Services-prepackaged software • Delaware

This Voting Agreement (“Agreement”) is entered into as of November 30, 2004, by and between Synopsys, Inc., a Delaware corporation (“Parent”), and [ ] (“Stockholder”).

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