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FORM OF COMPANY VOTING AGREEMENT

Voting Agreement

FORM OF COMPANY VOTING AGREEMENT | Document Parties: EXTENDED SYSTEMS INC | Sybase, Inc You are currently viewing:
This Voting Agreement involves

EXTENDED SYSTEMS INC | Sybase, Inc

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Title: FORM OF COMPANY VOTING AGREEMENT
Governing Law: Delaware     Date: 8/1/2005
Industry: Computer Peripherals     Law Firm: O'Melveny & Myers LLP     Sector: Technology

FORM OF COMPANY VOTING AGREEMENT, Parties: extended systems inc , sybase  inc
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Exhibit 2.2


EXHIBIT A-2

FORM OF COMPANY VOTING AGREEMENT

        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 ").

RECITALS:

        A.    Parent, the Company and Merger Sub (as defined below) have entered into an Agreement and Plan of Merger (the " Merger Agreement "), which provides for the merger (the " Merger ") of Ernst Acquisition Corporation, a Delaware Corporation and a wholly-owned subsidiary of Parent (" Merger Sub ") with and into the Company, pursuant to which all outstanding capital stock of the Company will be converted into the right to receive a cash payment, as set forth in the Merger Agreement.

        B.    The Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the " Exchange Act ")) of such number of shares of the outstanding capital stock of the Company, and such number of shares of capital stock of the Company issuable upon the exercise of outstanding options and warrants, as is indicated on the signature page of this Agreement.

        C.    In consideration of the execution of the Merger Agreement by Parent, the Stockholder (in his or her capacity as such, and not in any other capacity, including as a director or officer of the Company, as applicable) has agreed to vote the Shares (as defined below) and such other shares of capital stock of the Company over which the Stockholder has voting power, so as to facilitate consummation of the Merger.

        NOW, THEREFORE, intending to be legally bound hereby, the parties hereto hereby agree as follows:

        1.     Certain Definitions .    Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Merger Agreement. For all purposes of and under this Agreement, the following terms shall have the following respective meanings:

        (a)   " Expiration Date " shall mean the earlier to occur of (i) such date and time as the Merger Agreement shall have been validly terminated pursuant to its terms, or (ii) such date and time as the Merger shall become effective in accordance with the terms and conditions set forth in the Merger Agreement.

        (b)   " person " shall mean any individual, corporation (including any not-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, limited liability company, trust, company (including any limited liability company or joint stock company), association, organization, entity, or governmental authority.

        (c)   " Shares " shall mean: (i) all securities of the Company (including all shares of capital stock of the Company and all options, warrants and other rights to acquire shares of capital stock of the Company) owned by the Stockholder as of the date of this Agreement, and (ii) all additional securities of the Company (including all additional shares of capital stock of the Company and all additional options, warrants and other rights to acquire shares of capital stock of the Company) of which the Stockholder acquires beneficial ownership during the period commencing with the execution and delivery of this Agreement until the Expiration Date; provided, however, that with respect to each of the foregoing clauses, shares Transferred in


 

compliance with Section 2(a)(i), (ii), (iv) or (v) shall not be deemed to be Shares subsequent to such Transfer.

        (d)    Transfer .    A person shall be deemed to have effected a " Transfer " of a security if such person directly or indirectly (i) sells, pledges, encumbers, grants an option with respect to, transfers or otherwise disposes of such security or any interest therein, or (ii) enters into an agreement or commitment providing for the sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or other disposition of such security or any interest therein.

        2.     Transfer of Shares .    

        (a)     Transfer of Shares .    The Stockholder hereby agrees that, at all times during the period commencing with the execution and delivery of this Agreement until the Expiration Date, the Stockholder shall not cause or permit any Transfer of any of the Shares to be effected or make any offer regarding any Transfer of any of the Shares. Notwithstanding the foregoing, the Stockholder may Transfer Shares held by the Stockholder (i) in transactions effected on a national securities exchange or through the Nasdaq Stock Market so long as the number of Shares so Transferred in any one month period does not exceed [10,000 Shares][the monthly average number of Shares Transferred by the Stockholder in the twelve month period prior to the date of this Agreement], (ii) in connection with the exercise (cashless or otherwise) of options to acquire shares of the Company common stock in an amount that is sufficient to satisfy the payment of any transaction costs and any tax liability incurred by that Stockholder in connection with that exercise, (iii) to a family member or trust for estate planning purposes, provided the transferee has agreed in writing to be bound by the terms of this Agreement (including by granting a proxy as contemplated hereby) and to hold such Shares subject to all the terms and provisions of this Agreement, (iv) to a personal representative or executor of the Stockholder in the event of his death or (v) pursuant to, and in accordance with, the terms of the Stockholder's 10b5-1 plan or arrangement with the Company, if any, as in effect as of the date of this Agreement.

        (b)     Transfer of Voting Rights .    The Stockholder hereby agrees that, at all times commencing with the execution and delivery of this Agreement until the Expiration Date, the Stockholder shall not deposit, or permit the deposit of, any Shares in a voting trust, grant any proxy in respect of the Shares, or enter into any voting agreement or similar arrangement, commitment or understanding in a manner inconsistent with the terms of Section 3 hereof or otherwise in contravention of the obligations of the Stockholder under this Agreement, with respect to any of the Shares.

        3.     Agreement to Vote Shares .    Until the Expiration Date, at every meeting of stockholders of the Company called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of stockholders of the Company with respect to any of the following, the Stockholder shall vote, to the extent not voted by the person(s) appointed under the Proxy (as defined in Section 4 hereof), the Shares:

        (a)   in favor of approval of the Merger and the adoption and approval of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement;

        (b)   against approval of any proposal made in opposition to, or in competition with, consummation of the Merger and the transactions contemplated by the Merger Agreement, and against any action or agreement that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement;

        (c)   against any of the following actions (other than those actions that relate to the Merger and the transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of the Company or any subsidiary of the Company with any party, (B) any sale, lease or transfer of any significant part of the assets of the Company or any subsidiary of the Company, (C) any reorganization,

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recapitalization, dissolution, liquidation or winding up of the Company or any subsidiary of the Company, (D) any material change in the capitalization of the Company or any subsidiary of the Company, or the corporate structure of the Company or any subsidiary of the Company, or (E) any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement; and

        (d)   in favor of waiving any notice that may have been or may be required relating to any reorganization of the Company or any subsidiary of the Company, any reclassification or recapitalization of the capital stock of the Company or any subsidiary of the Company, or any sale of assets, change of control, or acquisition of the Company or any subsidiary of the Company by any person, or any consolidation or merger of the Company or any subsidiary of the Company with or into any person.

        4.     Irrevocable Proxy .    The Stockholder hereby irrevocably (to the fullest extent permitted by law) appoints the directors of the Board of Directors of Parent, and each of them, as the


 
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