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FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
THIS FIRST
AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “
Amendment ”) is entered into as of September 30,
2009 by and among Dell Inc., a Delaware corporation (“
Parent ”), DII — Holdings Inc., a Delaware
corporation and an indirect, wholly owned subsidiary of Parent
(“ Merger Sub ”), and Perot Systems Corporation,
a Delaware corporation (the “ Company ”). Each
of Parent, Merger Sub and the Company are sometimes referred to
herein as a “ Party ” and collectively as the
“ Parties .”
WHEREAS, on
September 20, 2009, the Parties entered into an Agreement and
Plan of Merger (the “ Merger Agreement ”),
pursuant to which, among other things, (a) Merger Sub shall be
merged with and into the Company, with the Company surviving the
Merger as an indirect, wholly owned subsidiary of Parent pursuant
to the provisions of the General Corporation Law of the State of
Delaware and upon the terms and subject to the conditions set forth
in the Merger Agreement and (b) on the terms and subject to the
conditions set forth in the Merger Agreement, including Annex
B thereto, Merger Sub has agreed to commence (within the
meaning of Rule 14d-2 promulgated under the Securities
Exchange Act of 1934) an offer (the “ Offer ”)
to purchase for cash all of the issued and outstanding shares of
the Company’s Class A Common Stock, par value $0.01 per
share (the “ Common Stock ”), at a price of
$30.00 per share of Common Stock, or any higher price per share of
Common Stock paid by Merger Sub pursuant to the terms of the Offer
for shares of Common Stock tendered pursuant to the Offer;
and
WHEREAS, the
Parties desire to amend Section 1.1(d) of the Merger
Agreement as set forth in this Amendment.
NOW, THEREFORE, in
consideratio
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