AGREEMENT AND PLAN OF MERGER BY AND AMONG TRIMBLE NAVIGATION LIMITED, ROADRUNNER ACQUISITION CORP. AND @ROAD, INC. DATED AS OF DECEMBER 10, 2006Merger Agreement • December 11th, 2006 • Trimble Navigation LTD /Ca/ • Measuring & controlling devices, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of December 10, 2006, by and among Trimble Navigation Limited, a California corporation (“Buyer”), Roadrunner Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Buyer ( “Merger Sub”), and @Road, Inc., a Delaware corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • December 11th, 2006 • Trimble Navigation LTD /Ca/ • Measuring & controlling devices, nec • Delaware
This Voting Agreement (“Agreement”) is made and entered into as of December 10, 2006, by and among Trimble Navigation Limited, a California corporation (“Acquirer”), Roadrunner Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Acquirer (“Merger Sub”), and the undersigned stockholder (the “Stockholder”) of @Road, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 6 hereof and certain other capitalized terms used in this Agreement that are not defined herein shall have the meaning given to such terms in the Merger Agreement (as defined below).
