0001193125-10-063188 Sample Contracts

FORM OF TENDER AND VOTING AGREEMENT

Tender and Voting Agreement • March 22nd, 2010 • Intersil Corp/De • Semiconductors & related devices • Delaware

• Contract Type
  Tender and Voting Agreement
• Filed
  March 22nd, 2010
• Company
  Intersil Corp/De
• Industry
  Semiconductors & related devices
• Jurisdiction
  Delaware

THIS TENDER AND VOTING AGREEMENT (this “Agreement”) dated March 22, 2010, among INTERSIL CORPORATION, a Delaware corporation (“Parent”); NAVAJO MERGER SUB, INC., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Purchaser”); TECHWELL, INC., a Delaware corporation (the “Company”) (only with respect to Section 6 and Section 11 hereof and as a third party beneficiary of Section 4(f) hereof); and the undersigned stockholder of the Company (“Stockholder”).

AGREEMENT AND PLAN OF MERGER among: INTERSIL CORPORATION, a Delaware corporation; NAVAJO MERGER SUB, INC., a Delaware corporation; and TECHWELL, INC. a Delaware corporation Dated March 22, 2010

Merger Agreement • March 22nd, 2010 • Intersil Corp/De • Semiconductors & related devices • Delaware

• Contract Type
  Merger Agreement
• Filed
  March 22nd, 2010
• Company
  Intersil Corp/De
• Industry
  Semiconductors & related devices
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into on March 22, 2010, by and among: INTERSIL CORPORATION, a Delaware corporation (“Parent”); NAVAJO MERGER SUB, INC., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”); and TECHWELL, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in EXHIBIT A and other capitalized terms used in this Agreement are defined in the Sections of this Agreement where they first appear.