PROPOSED AGREEMENT AND PLAN OF MERGER by and among BROADCOM LIMITED (SINGAPORE), BROADCOM LIMITED (DELAWARE), QUANTUM MERGER SUB INC. and QUALCOMM INCORPORATED dated as of February [•], 2018Agreement and Plan of Merger • February 9th, 2018 • Broadcom Cayman L.P. • Semiconductors & related devices • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February [•], 2018, is by and among Broadcom Limited, a public company limited by shares and incorporated under the laws of the Republic of Singapore (“Broadcom”), Broadcom Limited, a Delaware corporation and wholly owned subsidiary of Broadcom (“Holdco”), Quantum Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Holdco (“Merger Sub”) and Qualcomm Incorporated, a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement. Broadcom, Holdco and Merger Sub are each sometimes referred to herein as a “Broadcom Party” and collectively as the “Broadcom Parties”. The Company and each Broadcom Party are sometimes referred to herein as a “Party” and collectively as the “Parties”.
