AGREEMENT AND PLAN OF MERGER by and among SYBASE, INC. ERNST ACQUISITION CORPORATION and EXTENDED SYSTEMS INCORPORATED Dated as of July 28, 2005Merger Agreement • August 1st, 2005 • Extended Systems Inc • Services-prepackaged software • 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 AGREEMENTVoting Agreement • August 1st, 2005 • Extended Systems Inc • Services-prepackaged software • 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").
NON-COMPETITION AGREEMENTNon-Competition Agreement • August 1st, 2005 • Extended Systems Inc • Services-prepackaged software • California
This Non-Competition Agreement (the "Agreement") is made and entered into as of July 28, 2005, by and between Sybase, Inc., a Delaware corporation ("Parent") and Charles Jepson ("Equity Holder").
