AGREEMENT AND PLAN OF MERGER BY AND AMONG OPENWAVE SYSTEMS INC. SAPPHIRE ACQUISITION CORP. AND SIGNALSOFT CORPORATION Dated as of May 28, 2002Agreement and Plan of Merger • June 11th, 2002 • Openwave Systems Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is entered into as of May 28, 2002 by and among Openwave Systems Inc., a Delaware corporation (“Parent”), Sapphire Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and SignalSoft Corporation, a Delaware corporation (the “Company”).
CONFIDENTIALOpenwave Systems Inc • June 11th, 2002 • Services-prepackaged software
Openwave Systems Inc, a Delaware corporation (“Acquiror”), and SignalSoft Corporation, a Delaware corporation (the “Company”), have been engaged in discussions concerning a possible acquisition by Acquiror or one of its affiliates of all outstanding shares of the Company or other similar transaction or business combination involving Acquiror and the Company (the “Transaction”).
MUTUAL CONFIDENTIALITY AGREEMENTMutual Confidentiality Agreement • June 11th, 2002 • Openwave Systems Inc • Services-prepackaged software • California
This Mutual Confidentiality Agreement (the “Agreement”) is entered into and is effective as of February 28, 2002 (the “Effective Date”) by and between Openwave Systems Inc., on behalf of itself and its subsidiaries, located at 1400 Seaport Boulevard, Redwood City, CA 94063 (“Openwave”), and SignalSoft Corporation, located at 1495 Canyon Boulevard, Boulder, CO (“Company”).
STOCKHOLDERS AGREEMENTStockholders Agreement • June 11th, 2002 • Openwave Systems Inc • Services-prepackaged software • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), is entered into as of May 28, 2002, by and among Openwave Systems Inc., a Delaware corporation (“Parent”), Sapphire Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”), and certain stockholders of SignalSoft Corporation, a Delaware corporation (the “Company”) set forth on Schedule 1 hereto (each a “Stockholder” and collectively, the “Stockholders”).
May 28, 2002 Mr. David Hose c/o 5665 Flatirons Parkway Boulder, CO 80302 Dear David:Openwave Systems Inc • June 11th, 2002 • Services-prepackaged software
We are pleased to offer you the opportunity to join Openwave Systems Inc. (“Openwave” or the “Company”) as an employee serving in a position commensurate with your experience and abilities, and reporting to the COO or CEO, in the Company’s discretion, for at least two years from the Start Date (defined below). The offer of employment contained in this Agreement supersedes your current employment with SignalSoft Corporation (“SignalSoft”) and is being entered into in simultaneously with and in connection with the Agreement and Plan of Merger and Reorganization between the Company and SignalSoft (the “Merger Agreement”), and its effectiveness is contingent upon the closing of the transaction (the “Merger”) as contemplated by the Merger Agreement. Should the Merger not close, this Agreement shall be null and void. Conditioned upon presenting proper work authorization (as contemplated below), your employment in Boulder, Colorado for Openwave shall commence upon the closing of the Merger (“
