AGREEMENT AND PLAN OF MERGER among INSIGHT ENTERPRISES, INC., INSIGHT NETWORKING SERVICES, LLC, and CALENCE, LLC January 24, 2008Agreement and Plan of Merger • January 28th, 2008 • Insight Enterprises Inc • Retail-catalog & mail-order houses • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of January 24, 2008, by and among (i) Insight Enterprises, Inc., a Delaware corporation (“Buyer”), (ii) Insight Networking Services, LLC, a Delaware limited liability company (“Acquisition Sub”), and (iii) Calence, LLC, a Delaware limited liability company (the “Company”).
SUPPORT AGREEMENTSupport Agreement • January 28th, 2008 • Insight Enterprises Inc • Retail-catalog & mail-order houses • Delaware
THIS SUPPORT AGREEMENT (the “Agreement”) is made and entered into as of January 24, 2008, by and among (i) Insight Enterprises, Inc., a Delaware corporation (“Buyer”), (ii) Insight Networking Services, LLC, a Delaware limited liability company (“Acquisition Sub”), (iii) AVNET, INC., a New York corporation (“Avnet”), (iv) CALENCE HOLDINGS, INC., an Arizona corporation (“Holdings”), (v) MICHAEL F. FONG, an individual (“Fong”), (vi) TIMOTHY J. PORTHOUSE, an individual (“Porthouse”), (vii) RICHARD J. LESNIAK, JR., an individual (“R. Lesniak”), (viii) MARY DONNA RIVES LESNIAK, an individual (“M. Lesniak”), (ix) the RICHARD J. LESNIAK IRREVOCABLE TRUST, ESTABLISHED JANUARY 1, 2001 (the “RJL Trust”), (x) the MARY DONNA LESNIAK IRREVOCABLE TRUST, ESTABLISHED JANUARY 1, 2001 (the “MDL Trust”) (the MDL Trust and the RJL Trust are collectively referred to as the “Lesniak Trusts”) (the Lesniak Trusts, R. Lesniak, and M. Lesniak are collectively referred to as the “Lesniak Supporters”) (Fong, Porth
