AGREEMENT AND PLAN OF MERGER AMONG SYS, SHADOW RESEARCH INTERNATIONAL, INC. A WHOLLY OWNED SUBSIDIARY OF SYS, POLEXIS, INC. AND THE POLEXIS PRINCIPAL STOCKHOLDERS March 31, 2004Non-Compete and Lockup Agreement • April 19th, 2004 • Sys • Services-prepackaged software • California
This Agreement and Plan of Merger (this "Agreement") is made and entered into as of March 31, 2004, by and among SYS, a California corporation ("SYS"); Shadow Research International, Inc., a Delaware corporation and a wholly owned subsidiary of SYS ("Subcorp"); Polexis, Inc., a California corporation ("Polexis"); Michael Glasgow, an individual resident in the State of California, Rich Kadel, an individual resident in the State of California, Carlos Persichetti, an individual resident in the State of California, and John Marsh, an individual resident in the State of California (collectively, the "Polexis Principal Common Stockholders"); Nextreme Ventures, LLC, a Delaware limited liability company, Amir Moussavian, an individual resident in the State of California, Ellumina, LLC, a Delaware limited liability company, BridgeWest, LLC, a Delaware limited liability company, Gladehill Development Corp., a Nevada corporation, Hayden Trubitt, an individual resident in the State of California,
SYS SUBSCRIPTION AGREEMENTSubscription Agreement • April 19th, 2004 • Sys • Services-prepackaged software • California
This subscription is concurrent with, and part of similar Subscription Agreements, which relate to, an offering of up to $3,000,000 in aggregate Purchase Price (the "Offering"). There is no minimum amount and units will be issued as proceeds are received. The following terms and conditions apply to this subscription.
