AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among: MARVELL TECHNOLOGY GROUP LTD., a Bermuda exempted company; MAUI HOLDCO, INC., a Delaware corporation; MAUI ACQUISITION COMPANY LTD, a Bermuda exempted company; INDIGO ACQUISITION CORP., a...Merger Agreement • October 30th, 2020 • Marvell Technology Group LTD • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of October 29, 2020, by and among: (a) MARVELL TECHNOLOGY GROUP LTD., a Bermuda exempted company (“Marvell”); (b) MAUI HOLDCO, INC., a Delaware corporation and a wholly owned Subsidiary of Marvell (“HoldCo”); (c) MAUI ACQUISITION COMPANY LTD, a Bermuda exempted company and a wholly owned Subsidiary of HoldCo (“Bermuda Merger Sub”); (d) INDIGO ACQUISITION CORP., a Delaware corporation and a wholly owned Subsidiary of HoldCo (“Delaware Merger Sub”); and (e) INPHI CORPORATION, a Delaware corporation (the “Company”). Marvell, HoldCo, Bermuda Merger Sub, Delaware Merger Sub and the Company are referred to collectively in this Agreement as the “parties” and individually as a “party”; and Marvell and the Company are referred to collectively in this Agreement as the “Principal Parties” and individually as a “Principal Party.” Certain capitalized terms used in this Agreement are defined in Exhibi
