AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • October 30th, 2020 • INPHI Corp • 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
