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AMENDMENT TO AGREEMENT AND PLAN
OF MERGER
This AMENDMENT TO
AGREEMENT AND PLAN OF MERGER (this “ Amendment
”) is made and entered into as of July 10, 2009 by and
among Din Global Corp., a Delaware corporation (“
Parent ”), ENP Acquisition, Inc., a Delaware
corporation (“ Merger Sub ”), and En Pointe
Technologies, Inc., a Delaware corporation (the “
Company ”).
WHEREAS, Parent,
Merger Sub and the Company are parties to an Agreement and Plan of
Merger dated March 11, 2009 (the “ Merger
Agreement ”);
WHEREAS,
Article VII, Section 7.03 of the Merger Agreement
provides that the Merger Agreement may be amended in a writing
signed by the parties thereto; and
WHEREAS, the
parties desire to amend the Merger Agreement to provide that the
“Outside Date” will be August 14, 2009.
NOW, THEREFORE, in
consideration of the representations, warranties, covenants and
agreements contained in this Amendment, and subject to the
conditions set forth herein, the parties hereto, intending to be
legally bound hereby, agree as follows:
Section 1. Amendment; Interpretation . The
Merger Agreement is amended as set forth in this Amendment. Except
as specifically provided for in this Amendment, all of the terms
and conditions of the Merger Agreement shall remain in full force
and effect and nothing in this Amendment will be construed as a
waiver of any of the rights or obligations of the parties under the
Merger Agreement. Each reference in the Merger Agreement to
“hereof,” “hereunder” and
“t
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