Exhibit B AGREEMENT AND PLAN OF MERGER Dated as of July 2, 2001 among ELECTRONIC RETAILING SYSTEMS INTERNATIONAL, INC., SYSTEMS HOLDING, INC. AND SYSTEMS MERGER SUB, INC. TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 1.1 The Merger 2 1.2 Effect of...Merger Agreement • July 10th, 2001 • Systems Holding Inc • Calculating & accounting machines (no electronic computers) • Delaware
Exhibit 99.1 AGREEMENT AND PLAN OF MERGER Dated as of July 2, 2001 among ELECTRONIC RETAILING SYSTEMS INTERNATIONAL, INC., SYSTEMS HOLDING, INC. AND SYSTEMS MERGER SUB, INC. TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 1.1 The Merger 2 1.2 Effect of...Merger Agreement • July 9th, 2001 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • Delaware