AGREEMENT AND PLAN OF MERGER by and among BUSINESS OBJECTS S.A., BUSINESS OBJECTS AMERICAS, FLAGSHIP ACQUISITION CORP., FIRSTLOGIC, INC., and RALPH BOUMA, JR. dated as of February 8, 2006Agreement and Plan of Merger • February 10th, 2006 • Business Objects S.A. • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of February 8, 2006 (this “Agreement”), by and among Business Objects S.A., a société anonyme organized under the laws of the Republic of France (“Parent”), Business Objects Americas, a Delaware corporation (“Parent Americas”) and wholly owned subsidiary of Parent, Flagship Acquisition Corp., a Wisconsin corporation and a wholly owned subsidiary of Parent Americas (“Merger Sub”), Firstlogic, Inc., a Wisconsin corporation (the “Company”), and Ralph Bouma, Jr., acting solely as the “Shareholder Representative” referred to herein.
FORM OF VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • February 10th, 2006 • Business Objects S.A. • Services-prepackaged software • Delaware
VOTING AND SUPPORT AGREEMENT, dated as of February ___, 2006 (this “Agreement”), by and among Business Objects, S.A., a société anonyme organized under the laws of the Republic of France (“Parent”), Business Objects Americas, a Delaware corporation and wholly owned subsidiary of Parent (“Parent Americas”), Flagship Acquisition Corp., a Wisconsin corporation and a wholly owned subsidiary of Parent Americas (“Merger Sub”), certain individuals whose names are set forth on the signature pages to this Agreement (each a “Shareholder” and, collectively, the “Shareholders”) who are shareholders of Firstlogic, Inc., a Wisconsin corporation (the “Company”), and, for purposes of Article III, Article IV and Sections 7.1(a) and 7.2 through 7.14 only, the members of the board of directors of the Company as of the date hereof whose names are set forth on the signature pages to this Agreement (each a “Board Optionholder” and, collectively, the “Board Optionholders”).
