AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this "Amendment") is
made and entered into as of April 1, 2004 among YDI WIRELESS, INC., a Delaware
corporation ("Parent"), STUN ACQUISITION CORPORATION, a Delaware corporation and
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a wholly owned subsidiary of Parent ("Merger Sub"), and PHAZAR CORP., a Delaware
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corporation (the "Company").
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RECITALS
A. Parent, the Company, and Merger Sub previously entered into an Agreement
and Plan of Merger, dated as of October 30, 2003 (the "Original Agreement"),
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pursuant to which Merger Sub will merge into the Company and the Company would
have become a wholly owned subsidiary of Parent.
B. Parent, the Company, and Merger Sub desire to amend the Original
Agreement to extend the time to complete the transactions contemplated by the
Original Agreement.
NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:
1. Section 7.1(e) of the Original Agreement is hereby amended by replacing
the current text of that section in its entirety with the following language:
by any party hereto if the Merger shall not have been consummated by
June 1, 2004; provided, that the right to terminate this Agreement
under this Section 7.1(e) shall not be available to any party whose
willful failure to fulfill any material obligation under this
Agreement has been the cause of, or resulted in, the failure of the
Effective Time to occur on or before such date;
2. Except as specifically amended by this Amendment, the Original Agreement
shall remain in full force and effect.
3. This Amendment may be executed in one or more counterparts, all of which
shall be considered one and the same agreement and shall become effective when
one 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. A facsimile or copy of a signature is valid as an original.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, Parent, Merger Sub, and the Company have caused
this Amendment to be signed by their respective duly authorized officers, all as
of the date first written above.
[Seal] YDI WIRELESS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
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Chief Executive Officer
[Seal] PHAZAR CORP.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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President
[Seal] STUN ACQUISITION CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name:Xxxxxx X. Xxxxxxxxxx
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Chief Executive Officer
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