AMENDMENT TO AGREEMENT AND PLAN OF MERGER
AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of October
21, 1998 ("Amendment"), by and among Arrow Electronics, Inc., a New York
corporation ("Parent"), ▇▇▇▇ Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of Parent ("Sub") and ▇▇▇▇▇▇ Electronics, Inc., a
Delaware corporation (the "Company").
WHEREAS, Parent, Sub and the Company have entered into an
Agreement and Plan of Merger dated as of September 30, 1998 (the "Merger
Agreement"); and
WHEREAS, Parent, Sub and the Company desire to amend certain
provisions of the Merger Agreement;
NOW, THEREFORE, in consideration of the foregoing and the
respective representations, warranties, covenants, agreements and conditions
hereinafter set forth, and intending to be legally bound hereby, the parties
hereto agree that:
1. The first sentence of Section 5.15(a) shall be amended by deleting
the word "ten" and adding the word "five" in lieu thereof.
2. Section 8.1 shall be amended by adding the section number ",5.21"
after the section number "5.15" and before the word "and".
Except as specifically amended hereby, the Merger Agreement shall
remain in full force and effect in accordance with its terms.
This Amendment shall be governed and construed in accordance with
the laws of the State of New York applicable to a contract executed and
performed in such State, without giving effect to the conflicts of law
principles thereof.
This Amendment may be executed in two or more counterparts, all
of which shall be considered one and the same agreement and shall become
effective when two or more counterparts have been signed by each of the parties
and delivered to the other parties, it being understood that all parties need
not sign the same counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed as of the day and year first above written.
ARROW ELECTRONICS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
▇▇▇▇ ACQUISITION CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
▇▇▇▇▇▇ ELECTRONICS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
