AGREEMENT AND PLAN OF MERGER by and among NVIDIA INTERNATIONAL HOLDINGS INC., TEAL BARVAZ LTD., NVIDIA CORPORATION and MELLANOX TECHNOLOGIES, LTD. dated as of March 10, 2019Agreement and Plan of Merger • March 11th, 2019 • Mellanox Technologies, Ltd. • Semiconductors & related devices
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated March 10, 2019, is by and among NVIDIA International Holdings Inc., a Delaware corporation (“Parent”), Teal Barvaz Ltd., a company organized under the laws of the State of Israel and a wholly owned subsidiary of Parent (“Merger Sub”), NVIDIA Corporation, a Delaware corporation (“Guarantor”), and Mellanox Technologies, Ltd, a company organized under the laws of the State of Israel (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 unless the context clearly provides otherwise. Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
VOTING AGREEMENTVoting Agreement • March 11th, 2019 • Mellanox Technologies, Ltd. • Semiconductors & related devices
VOTING AGREEMENT (this “Voting Agreement”), dated as of March 10, 2019, by and between NVIDIA International Holdings Inc., a Delaware corporation (“Parent”), and the shareholders listed in Exhibit A (each, a “Shareholder”).
