0000891618-05-000561 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among SYBASE, INC. ERNST ACQUISITION CORPORATION and EXTENDED SYSTEMS INCORPORATED Dated as of July 28, 2005

Merger Agreement • August 8th, 2005 • Sybase Inc • Services-prepackaged software • Delaware

• Contract Type
  Merger Agreement
• Filed
  August 8th, 2005
• Company
  Sybase Inc
• Industry
  Services-prepackaged software
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of July 28, 2005 (the “Agreement”), by and among Sybase, Inc., a Delaware corporation (“Parent”), Ernst Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Extended Systems Incorporated, a Delaware corporation (the “Company”).

EXHIBIT A-1 FORM OF COMPANY VOTING AGREEMENT

Voting Agreement • August 8th, 2005 • Sybase Inc • Services-prepackaged software • Delaware

• Contract Type
  Voting Agreement
• Filed
  August 8th, 2005
• Company
  Sybase Inc
• Industry
  Services-prepackaged software
• Jurisdiction
  Delaware

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 28, 2005 by and between Sybase, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder and/or option holder (the “Stockholder”) of Extended Systems Incorporated, a Delaware corporation (the “Company”).