0000891618-05-000561 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among SYBASE, INC. ERNST ACQUISITION CORPORATION and EXTENDED SYSTEMS INCORPORATED Dated as of July 28, 2005

Agreement and Plan of Merger • August 8th, 2005 • Sybase Inc • Services-prepackaged software • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  August 8th, 2005
• Company
  Sybase Inc
• Industry
  Services-prepackaged software
• Jurisdiction
  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 AGREEMENT

Form of Company Voting Agreement • August 8th, 2005 • Sybase Inc • Services-prepackaged software • Delaware

• Contract Type
  Form of Company Voting Agreement
• Filed
  August 8th, 2005
• Company
  Sybase Inc
• Industry
  Services-prepackaged software
• Jurisdiction
  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”).