REGISTRATION RIGHTS AGREEMENT

EXHIBIT 99.2

EXECUTION COPY

REGISTRATION RIGHTS AGREEMENT

      This REGISTRATION RIGHTS AGREEMENT , is dated as of July 5, 2005 (this “ Agreement ”), between Avnet, Inc., a New York corporation (the “ Company ”), and the shareholders of Memec Group Holdings Limited, a company incorporated in England and Wales (“ Memec ”), listed on the signature pages hereto (the “ Shareholders ”).

R E C I T A L S

      A.  The Company, Memec and certain shareholders of Memec have entered into that certain Securities Acquisition Agreement, dated as of April 26, 2005 (the “ Acquisition Agreement ”), pursuant to which the Company will issue 24,011,171 shares of the Company’s common stock, par value $1.00 per share (the “ Common Stock ”).

      B.  In connection with the execution of the Acquisition Agreement, the Company has agreed to grant the Shareholders certain registration rights as set forth below.

A G R E E M E N T

      NOW, THEREFORE , in consideration of the foregoing and the mutual covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the parties hereto agree as follows:

     1.  Certain Defined Terms .

          (a) For the purposes of this Agreement:

          “ Affiliate ”, with respect to any specified Person, has the meaning given to that term in Rule 405 promulgated under the Securities Act; provided that officers, directors or employees of the Company will not be deemed to be Affiliates of a Shareholder for purposes hereof solely by reason of being officers, directors or employees of the Company.

          “b eneficial owner ”, “b eneficially own ”, “ beneficial ownership ” and words of similar import have the meanings ascribed to such terms in Rule 13d-3 under the Exchange Act.

          “ Business Day ” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in The City of New York.

          “ Closing Date ” has the meaning set forth in the Acquisition Agreement.

          “ Controlling Person ” means with respect to any Person, each other Person, if any, who controls such Person within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act.

          “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

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          “ Governmental Authority ” means any authorities, agencies, departments, commissions, boards, bureaus, instrumentalities, courts or tribunals of any federal, state, local or foreign governments or governmental agencies, departments or bodies.

          “ Holder ” means any holder of Registrable Securities, and any direct or indirect transferee of the holders who agrees to become bound by the provisions of this Agreement in accordance with the terms hereof.

          “ NASD ” means the National Association of Securities Dealers, Inc., or any successor entity thereof.

          “ P Holders ” means Permira Europe II Nominees Limited and its assignees.

          “ Person ” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity.

          “ Registrable Securities ” mean (a) the shares of Common Stock issued to the shareholders of Memec pursuant to the Acquisition Agreement and (b) any securities issuable or issued or distributed (or issuable upon the conversion, exchange or exercise of any option, warrant, right or other security that is issued) in respect of any of the Common Stock identified in clause (a) by way of dividend or stock split or in connection with a combination of shares, recapitalization, reorganization, merger, consolidation or otherwise. For purposes of this Agreement, any particular Registrable Securities shall cease to be such when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the SEC and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) they shall cease to be outstanding, (iii) they have been resold to the public pursuant to Rule 144 under the Securities Act or (iv) they may be resold to the public pursuant to Rule 144(k) (or any successor provision) without any volume, manner of sale or other restriction.

          “ Registration Expenses ” means all expenses incident to the Company’s performance of or compliance with its obligations hereunder including, without limitation, (i) all SEC and any stock exchange registration, listing, filing or NASD fees, all fees and expenses of complying with securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters in connection with blue sky qualifications), (ii) all expenses of any Persons in preparing or assisting in preparing, word processing, duplicating, printing, delivering and distributing any Registration Statement, any underwriting agreements, securities sale agreements, certificates and any other documents relating to the performance under and compliance with this Agreement, (iii) the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits or “comfort” letters required by or incident to such performance and compliance and (iv) the reasonable out-of-pocket expenses of not more than one law firm incurred by all the Holders in connection with any registration of Registrable Securities, but excluding underwriting discounts and selling commissions, selling or placement agent or broker fees and commissions and transfer taxes, if any, applicable to the sale of Registrable Securities and fees and disbursements of any counsel employed by any Holder participating in such registration other than in-house counsel of the Company and outside counsel as set forth in clause (iv).

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          “ Registration Statement ” means a Demand Underwritten Registration Statement, Initial Shelf Registration Statement, Demand Shelf Registration Statement and/or Piggy-Back Registration Statement, as the case may be.

          “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

          “ SEC ” means the Securities and Exchange Commission.

          (b) The following terms have the meanings set forth it the Sections set forth below:

     2.  Initial Shelf Registration Statement . Promptly after the Closing Date and in compliance with applicable securities laws, the Company will, with respect to the Registrable Securities issued pursuant to the Acquisition Agreement, prepare and file a registration statement on Form S-3 (the “ Initial Shelf ”) with the SEC pursuant to Rule 415 of the Securities Act in the manner necessary to permit their sale on a continuous basis. The Company shall use its reasonable best efforts to cause the Initial Shelf to become effective no later than the 181st day after the Closing Date. Upon effectiveness, the Company shall use its reasonable best efforts to keep the registration statement for the Initial Shelf (the “ Initial Shelf Registration Statement ”) continuously in effect until the 12-month anniversary of the Closing Date. Each of the Holders shall be permitted to sell Registrable Securities under the Initial Shelf in an amount not exceeding the volume of Registrable Securities that such Holder would have been permitted to sell under Rule 145 of the Securities Act in the event that the issuance of Registrable Securities

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under the Acquisition Agreement had been registered by the Company on a registration statement on Form S-4 (the “ 144 Limit ”).

     3.  Demand Registration .

          (a) At any time after the date that is 180 days following the Closing Date, after receipt of a written request from a P Holder (a “ Demand Registration ”) requesting that the Company effect (i) a registration under the Securities Act covering all or part of the Registrable Securities in an underwritten offering or (ii) a registration (a “ Demand Shelf ”) pursuant to Rule 415 of the Securities Act covering all or part of the Registrable Securities in the manner necessary to permit their sale in block trades, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder may, by written notice sent to the Company within ten (10) Business Days after the date of such Holder’s receipt of the aforementioned notice from the Company, elect to have all or part of such Holder’s Registrable Securities included in such registration pursuant to this Section 3. Each such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon the Company shall, as expeditiously as possible, but in any event no later than forty-five (45) days (excluding any days that occur during a permitted Blackout Period under Section 5 hereof) after receipt of a written request for a Demand Registration, file with the SEC, and thereafter use its reasonable best efforts to cause to be declared effective, a registration statement (a “ Demand Registration Statement ”) for an underwritten offering (a “ Demand Underwritten Registration Statement ”) or a registration statement for a Demand Shelf (a “ Demand Shelf Registration Statement ”), as the case may be, relating to all shares of Registrable Securities which the Company has been so requested to register by such Holders (“ Participating Demand Holders ”) for sale, to the extent required to permit the disposition thereof in accordance with the aforesaid intended method, of the Registrable Securities so registered, provided , however , that the Company may postpone the filing of a Demand Shelf Registration Statement for up to ninety (90) days. Upon effectiveness, the Company shall use its reasonable best efforts to keep the Demand Shelf Registration Statement continuously in effect for the period provided in Section 6(a)(iii).

          (b) If any managing underwriter, selected in the manner set forth in Section 3(d) below, of a Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities that can be sold in such offering without jeopardizing the price, timing or distribution thereof (the “ Demand Maximum Number ”), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder, but only to the extent the number of such Registrable Securities does not exceed the Demand Maximum Number. If such amount exceeds the Demand Maximum Number, the number of Registrable Securities included in such Demand Registration shall be allocated first to the P Holders that are Participating Demand Holder on a pro rata basis (based on the number of Registrable Securities held by each P Holder) and then among all the other Participating Demand Holders on a pro rata basis (based on the number of Registrable Securities held by each Participating Demand Holder that is not a P Holder). If the amount of such Registrable Securities does not exceed the Demand Maximum Number, the Company may include in such registration any other securities of the Company for sale for the account of any Person that is not a Holder (including the Company and any directors, officers or employees of the Company), as

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the Company may in its discretion determine or be obligated to allow, in an amount which together with the Registrable Securities included in such Demand Registration shall not exceed the Demand Maximum Number.

          (c) Holders shall be entitled pursuant to Section 3(a) to an aggregate of three (3) Demand Registrations, one of which may be for a Demand Shelf, but only after a Demand Underwritten Registration Statement has been declared effective; provided , that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 6(a) and (iii) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other requirement of the SEC prompted by act or omission of any Holder); provided , further , that the P Holders may, at any time prior to the effective date of such Demand Registration Statement, revoke such request by providing a written notice of such revocation to the Company (and, in the event of such withdrawal, such request shall not be counted for purposes of determining the number of requests for registration to which the Holders of Registrable Securities are entitled pursuant to this Agreement, so long as the P Holders who revoke such request reimburse the Company for all its out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement).

          (d) One or more managing underwriters for each offering pursuant to a Demand Underwritten Registration Statement shall be selected by the P Holders and shall be approved by the Company, which approval shall not be unreasonably withheld or delayed.

          (e) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare and file (i) more than two (2) Demand Underwritten Registration Statements in any twelve-month period or (ii) any Demand Underwritten Registration Statement within 90 days following the date of effectiveness of any other Demand Underwritten Registration Statement.

          (f) The Company may at its election, in lieu of effecting the Demand Shelf, repurchase the Registrable Securities requested by the P Holders to be registered in the Demand Shelf as provided in this Section 3(f) (a “ Shelf Repurchase ”). The Company will notify the P Holders of the Company’s election to engage in a Shelf Repurchase not more than five (5) Business Days after the receipt of the Demand Shelf request. The purchase price in a Shelf Repurchase (the “ Shelf Price ”) shall be a purchase price per share of Common Stock equal to average closing price per share of Common Stock for the ten-day period ending on the Business Day immediately preceding the date of the written request of the P Holder for the Demand Shelf. The closing of any Shelf Repurchase shall take place at the principal office of the Company on the fifth Business Day after the Company notifies the P Holders of its election to make a Shelf Repurchase. The Shelf Price shall be payable to the P Holders in immediately available funds against delivery of certificates or other instruments representing the Registrable Securities so purchased, free and clear of all liens and encumbrances, together with stock powers appropriately endorsed or executed by the P Holders.

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          (g) If a Demand Shelf Registration Statement has become effective, the P Holders shall give notice (the “ Block Trade Notice ”) as follows at least two (2) Business Days before such P Holders effect a registered block trade under the Demand Shelf Registration Statement: (i) written notice pursuant to Section 13(d) of this Agreement and notice via e-mail to the Company at the e-mail addresses previously provided by the Company to the P Holders and (ii) written notice or notice via e-mail to each of the following officers of the Company at the following facsimile numbers and at the email addresses previously provided by the Company to the P Holders (or such updated numbers and addresses as the Company may notify the P Holders from time to time in writing): Chief Executive Officer (Facsimile: (480) 643-7777), Chief Financial Officer (Facsimile: (480) 643-7929) and General Counsel (Facsimile: (480) 643-7179). The Block Trade Notice shall specify the number of shares of Registrable Securities proposed to be sold by the P Holders in the registered block trade. The Company shall have the right to elect to repurchase the Registrable Securities identified as proposed to be sold in the Block Trade Notice as provided in this Section 3(g) (a “ Block Repurchase ”). The right to engage in a Block Repurchase may be irrevocably exercised by the Company no later than the Business Day immediately following the date of the Block Trade Notice by written notice pursuant to Section 13(d) of this Agreement and notice via email to the e-mail address previously provided by the P Holders to the Company or to such other persons as the P Holders may notify the Company in writing from time to time. The purchase price in a Block Repurchase (the “ Block Price ”) shall be a price per share of Common Stock equal to the closing price for Common Stock on the Business Day immediately preceding the date of the Block Trade Notice. The closing of any Block Repurchase shall take place at the principal office of the Company on the fifth Business Day after the date of the Block Trade Notice. The Block Price shall be payable to the P Holders in immediately available funds against delivery of certificates or other instruments representing the Registrable Securities so purchased, free and clear of all liens and encumbrances, together with stock powers appropriately endorsed or executed by the P Holders.

     4.  Piggy-Back Registration .

          (a) If the Company proposes to file on its behalf and/or on behalf of any holder of the Common Stock (other than a Holder) a new registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the registration of Common Stock), it will give written notice to all Holders at least ten (10) Business Days before the initial filing thereof with the SEC of such registration statement (a “ Piggy-Back Registration Statement ”), which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of Registrable Securities as such Holders may request (a “ Piggy-Back Registration ”).

          (b) Each Holder desiring to have Registrable Securities registered under this Section 4 (“ Participating Piggy-Back Holders ”) shall advise the Company in writing within ten (10) Business Days after the date of receipt of such offer from the Company, setting forth the amount of Registrable Securities for which registration is requested; provided , however , that if any Holder fails to so advise the Company, such Holder shall waive the right to participate in the Piggy-Back Registration Statement. The Company shall thereupon include in such filing the

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amount of Registrable Securities for which registration is so requested, subject to paragraph (c) below, and shall use its reasonable best efforts to effect registration of such Registrable Securities under the Securities Act.

          (c) If the Piggy-Back Registration relates to an underwritten public offering and any managing underwriter of such proposed public offering advises in writing that, in its opinion, the amount of Registrable Securities requested to be included in the Piggy-Back Registration in addition to the securities being registered by the Company would be greater than the total number of securities which can be sold in such offering without delaying or jeopardizing the price, timing or distribution thereof (the “ Piggy-Back Maximum Number ”), then:

               (i) in the event Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first , the securities the Company proposes to register, second , the securities of the P Holders, in an amount which together with the securities the Company proposes to register, shall not exceed the Piggy-Back Maximum Number, such amount to be allocated among such P Holders on a pro rata basis (based on the number of securities of the Company held by each such P Holder), and third , the securities of all other selling security holders, including the Participating Piggy-Back Holders (other than the P Holders), in an amount which together with the securities the Company and the P Holders propose to register, shall not exceed the Piggy-Back Maximum Number, such amount to be allocated among such selling security holders on a pro rata basis (based on the number of securities of the Company held by each such selling security holder); and

               (ii) in the event any holder of securities of the Company other than Registrable Securities initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first , the securities such initiating security holder proposes to register, second , the securities of the P Holders, in an amount which together with the securities the initiating security holder proposes to register, shall not exceed the Piggy-Back Maximum Number, such amount to be allocated among such P Holders on a pro rata basis (based on the number of securities of the Company held by each such P Holder), third , the securities of any other selling security holders (including Participating Piggy-Back Holders other than the P Holders), in an amount which together with the securities the initiating security holder and the P Holders propose to register, shall not exceed the Piggy-Back Maximum Number, such amount to be allocated among such other selling security holders on a pro rata basis (based on the number of securities of the Company held by each such selling security holder) and fourth , any securities the Company proposes to register, in an amount which together with the securities the initiating security holder, the P Holders and the other selling security holders propose to register, shall not exceed the Piggy-Back Maximum Number.

          (d) Nothing in this Section 4 shall create any liability on the part of the Company to the Holders if the Company in its sole discretion should decide not to file a registration statement proposed to be filed pursuant to this Section or to withdraw such registration statement subsequent to its filing and prior to the later of its effectiveness or the release of the Registrable Securities for public offering by any managing underwriter, in the case of an underwritten public offering, regardless of any action whatsoever that a Holder may have taken, whether as a result of the issuance by the Company of any notice hereunder or otherwise.

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     5.  Blackout Periods .

          (a) The Company shall be entitled, from time to time, by providing written notice to the Holders participating in the Initial Shelf or the Demand Shelf, as the case may be, to require such Holders to suspend the use of such prospectus for sales of Registrable Securities under the Initial Shelf or the Demand Shelf, as the case may be, for a period of time (a “ Blackout Period ”) of no more than two (2) periods aggregating not more than 60 days if the Board of Directors of the Company determines in good faith that (i) required disclosure of information in any related Registration Statement, prospectus or prospectus supplement at such time would have a material adverse effect on the Company’s business, operations or prospects or (ii) a material business transaction that has not yet been publicly disclosed would be required to be disclosed in a Registration Statement, prospectus or prospectus supplement and such disclosure would jeopardize the success of, or be prohibited by the Company’s nondisclosure obligations with respect to, such transaction (the “ Blackout Standard ”).

          (b) The Company shall have the right to withdraw or delay the filing of, or suspend sales under, a Demand Underwritten Registration Statement or a Piggy-Back Registration Statement required pursuant to Sections 3 or 4 hereof for a Blackout Period of no more than two (2) periods aggregating not more than 90 days in any twelve-month period if the Board of Directors of the Company determines in good faith that the Blackout Standard is met; provided , however , that the Company shall not be entitled to initiate a Blackout Period unless it shall, to the extent permitted by agreements with other security holders of the Company, concurrently prohibit sales by such other security holders under registration statements covering securities held by such other security holders. The Company shall have no obligation to include in any such notice any reference to or description of the facts based upon which the Company is delivering such notice. If the Company shall so postpone the filing of, or suspend, a Registration Statement, the Holders of Registrable Securities to be registered shall have the right to withdraw the request for registration with respect to a Registration Statement that has not yet been filed by giving written notice from the Holders of a majority of the Registrable Securities that were to be registered to the Company at any time prior to termination of such Blackout Period (and, in the event of such withdrawal prior to filing of such Registration Statement pursuant to this Section 5(b), such request shall not be counted for purposes of determining the number of requests for registration to which the Holders of Registrable Securities are entitled pursuant to this Agreement if such Holders reimburse the Company for all its out-of-pocket expenses relating to the Registration Statement, without any reimbursement of expenses by the Holders being required pursuant to Section 3(d)).

          (c) If such Registration Statement is suspended or withdrawn, upon receipt of any notice of a Blackout Period, the Holders shall forthwith discontinue use of the prospectus contained in such Registration Statement and, if so directed by the Company, such Holders shall destroy or deliver to the Company all copies, other than permanent file copies, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. The Company shall immediately notify the Holders at such time as the public disclosure of the information resulting in the Blackout Period is made, or, if earlier, such time as the Company wishes to terminate the Blackout Period. After the termination or expiration of any Blackout Period and without any further request from a Holder, the Company shall as promptly as reasonably practical prepare a post-effective amendment or supplement to the relevant Registration

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Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include any untrue statement of material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

     6.  Registration Procedures . If the Company is required by the provisions of Section 2, 3 or 4 to use its reasonable best efforts to effect the registration of any of its securities under the Securities Act, the Company will, as expeditiously as possible:

          (a) prepare and file with the SEC a Registration Statement with respect to such securities and use its reasonable best efforts to cause such Registration Statement promptly to become effective, and thereafter prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such registration effective and to comply with the provisions of the Securities Act with respect to the disposition of such Registrable Securities for a period of time required for the disposition of such Registrable Securities by the Holders thereof but not to exceed (i) six (6) months for the Initial Shelf Registration Statement, (ii) ninety (90) days for any Demand Underwritten Registration Statement (or such longer period as, in the opinion of counsel for the underwriters, is required by law for the delivery of a prospectus in connection with the sale of such Registrable Securities by the underwriters) or (iii) six (6) months for the Demand Shelf Registration Statement, subject in each case to extension in the event any Blackout Periods occur during such period for an additional period of time equal to the length of such Blackout Period; provided , however , that before filing such registration statement or prospectus or any amendments or supplements thereto (for purposes of this subsection, amendments shall not be deemed to include any filing that the Company is required to make pursuant to the Exchange Act), the Company shall furnish the legal counsel of the Holders and the underwriters, if any, copies of all documents proposed to be filed, which documents will be subject to the reasonable review of such representatives. The Company shall not be deemed to have used its reasonable best efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in the Holders of such Registrable Securities not being able to sell such Registrable Securities during that period, unless such action is required under applicable law;

          (b) furnish to the Holder of any Registrable Securities covered by such Registration Statement, each counsel for such Holders and each managing underwriter, if any, without charge, such number of conformed copies of such Registration Statement, as declared effective b