AGREEMENT AND PLAN OF MERGER BY AND AMONG SUN MICROSYSTEMS, INC. BIG BEAR ACQUISITION CORPORATION AND SEEBEYOND TECHNOLOGY CORPORATION Dated as of June 27, 2005Agreement and Plan of Merger • June 28th, 2005 • Seebeyond Technology Corp • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 27, 2005, by and among Sun Microsystems, Inc., a Delaware corporation (“Parent”), Big Bear Acquisition Corporation, a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub”), and SeeBeyond Technology Corporation, a Delaware corporation (the “Company”).
AMENDMENT TO THE CHANGE OF CONTROL EMPLOYMENT AGREEMENT BETWEEN ALEX DEMETRIADES AND SEEBEYOND TECHNOLOGY CORPORATION, DATED FEBRUARY 5, 2005Employment Agreement • June 28th, 2005 • Seebeyond Technology Corp • Services-prepackaged software
This amendment (the “Amendment”) to the Change of Control Employment Agreement Between Alex Demetriades and SeeBeyond Technology Corporation, dated February 5, 2005 (the “Agreement”), is made by and between Alex Demetriades ( “Executive”) and SeeBeyond Technology Corporation, (the “Company”), as of June 27, 2005. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement.
VOTING AGREEMENTVoting Agreement • June 28th, 2005 • Seebeyond Technology Corp • Services-prepackaged software • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of June 27, 2005, by and among Sun Microsystems, Inc., a Delaware corporation (“Parent”), the undersigned stockholder (“Stockholder”) of SeeBeyond Technology Corporation, a Delaware corporation (the “Company”) and, solely for the purposes of Sections 8, 10, 11 and 14 hereof, the Company.
