1 EXHIBIT 2 KEITHLEY INVESTMENT CO. LIMITED PARTNERSHIP (An Ohio limited partnership) Amended and Restated Limited Partnership AgreementKeithley Joseph P • November 12th, 1998 • Ohio
10b5-1 Purchase Plan COUNSEL SHOULD BE CONSULTED PRIOR TO ITS USE. Purchase Plan, dated December 8, 2009 (the “Purchase Plan”), between Joseph Keithley (“Buyer”) and Thomas Weisel Partners LLC (“TWP”).Keithley Joseph P • January 8th, 2010
WHEREAS, the Buyer desires to establish this Purchase Plan to buy shares of common stock, [par value $ per share] [no par value] (the “Stock”), of Keithley Instruments (the “Issuer”); and
THIRD AMENDMENT TO KEITHLEY INVESTMENT CO. LIMITED PARTNERSHIP LIMITED PARTNERSHIP AGREEMENTPartnership Agreement • April 9th, 2010 • Keithley Joseph P
THIS AMENDMENT (this “Amendment”) is made and entered into on the 1st day of April, 2010, by and between Joseph P. Keithley (the “General Partner”) and (i) the Joseph F. Keithley 1988 Family Trust f/b/o Joseph P. Keithley u/a/dtd 4/12/88, (ii) the Joseph F. Keithley 1988 Family Trust f/b/o Roy F. Keithley u/a/dtd 4/12/88, and (iii) the Joseph F. Keithley 1988 Family Trust f/b/o Elizabeth M. Keithley u/a/dtd 4/12/88 (the “Limited Partners”), and it amends the Limited Partnership Agreement originally entered into on April 12, 1988, as amended and restated by the Amended and Restated Limited Partnership Agreement dated August 1, 1997, as amended by the Second Amendment dated July 1, 2000 (the “Original Agreement”). The Original Agreement, as amended hereby, is referred to as “the Agreement”. Except as specifically modified by this Amendment, the Agreement shall contain and be subject to the same terms and conditions as the Original Agreement.
10b5-1 Purchase Plan COUNSEL SHOULD BE CONSULTED PRIOR TO ITS USE. Purchase Plan, dated March 12, 2009 (the “Purchase Plan”), between Joseph Keithley (“Buyer”) and Thomas Weisel Partners LLC (“TWP”).Keithley Joseph P • March 12th, 2009
WHEREAS, the Buyer desires to establish this Purchase Plan to buy shares of common stock, no par value (the “Stock”), of Keithley Instruments (the “Issuer”); and
