ARTICLE I THE OFFER....................................................................... 2 Section 1.1 The Offer..................................................... 2 --------- Section 1.2 Offer...Merger Agreement • March 30th, 1999 • Sterling Software Inc • Services-prepackaged software • Delaware
RECITALS: A. Parent, Purchaser and Interlink Computer Sciences, Inc., a Delaware corporation ("Company"), propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), pursuant to which the Purchaser will...Stockholder Agreement • March 30th, 1999 • Sterling Software Inc • Services-prepackaged software • Delaware
STERLING SOFTWARE, INC. 300 Crescent Court Suite 1200 Dallas, Texas 75201 March 16, 1999 Interlink Computer Sciences, Inc. 47370 Fremont Boulevard Fremont, California 94538 Attn: A.J. Berkeley, President Re: Potential Acquisition Transaction...Potential Acquisition Transaction • March 30th, 1999 • Sterling Software Inc • Services-prepackaged software
Gentlemen: This letter is to confirm certain agreements we have reached regarding the potential acquisition (the "Potential Acquisition") by Sterling Software, Inc. ("Sterling Software") of Interlink Computer Sciences, Inc. ("Interlink"). As a material inducement to Sterling Software's continuation of negotiations with Interlink with respect to the terms and conditions of the Potential Acquisition, and in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Exclusivity Period. Upon the execution of this letter ------------------ agreement and continuing until the earlier of (a) 6:00 p.m. California time on March 25, 1999 and (b) the execution of a definitive agreement governing the terms and conditions of the Potential Acquisition (such period, the "Exclusivity Period"), Interlink shall, shall cause its subsidiaries to, and shall use
