SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This Second Amendment dated October 4, 1999 ("Second
Amendment") hereby amends that certain Agreement and Plan of Merger, dated as of
April 28, 1999, as amended by that certain First Amendment to Agreement and Plan
of Merger, dated as of July 23, 1999 (collectively, the "Merger Agreement"),
entered into by and among Adrenalin Interactive, Inc., a Delaware corporation
(tae "Parent"), Adrenalin Acquisition Corporation, a California corporation and
a wholly owned subsidiary of the Parent ("Merger Sub"), McGlen Micro, Inc., a
California corporation (the "Company"), Xxxxxx Xxx, Xxxx Xxxx, and ACST
Computers, Inc., a California corporation (collectively, the "Principal
Shareholders") (the Parent, the Merger Sub, the Company and the Principal
Shareholders, collectively, the "Parties"), with reference to the following
facts:
A. Pursuant to Section 11.4 of the Merger Agreement, the
Parties desire to amend the Merger Agreement to extend the termination date
thereof.
NOW, THEREFORE, IN CONSIDERATION OF the mutual promises set
forth herein and other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, the Parties agree as follows:
1. Amendment of the Merger Agreement/Extension of Time. The date set
forth in Section 10.2(a) of the Merger Agreement is hereby changed to November
30, 1999.
2. Ratification: Except as amended pursuant to this Second Amendment,
the Merger Agreement is hereby ratified and confirmed and shall remain in full
force and effect in accordance with its terms.
3. Counterparts: This Second Amendment may be executed in any number
of counterparts, each of which shall be an original, but all of which together
shall constitute one instniment.
IN WITNESS WHEREOF, the Parties have caused this Second, Amendment to
be executed as of the date first written above.
"PARENT" "THE PRINCIPAL SHAREHOLDERS"
ADRENALIN INTERACTIVE, ]NC., By:/s/ Xxxxxx Xxx
a Delaware corporation -----------------
Xxxxxx Xxx, an individual
By:/s/ Xxx Xxxxx
---------------- By:Xxxx Xxxx
Xxx Xxxxx, III ------------
President and Chairman Xxxx Xxxx, an individual
"MERGER SUB" ACST COMPUTERS, INC.,
a California corporation
ADRENALIN ACQUISITION
CORPORATION, By:/s/Xxxx Xxxx
A California corporation ---------------
Xxxx Xxxx
By:/s/ Xxx Xxxxx President and Chairman
----------------
Xxx Xxxxx, III
Secretary
"THE COMPANY"
MCGLEN MICRO INC.,
a California corporation
By:/s/ Xxxxxx Xxx
-----------------
Xxxxxx Xxx
By:/s/ Xxxx Xxxx
----------------
Xxxx Xxxx
Secretary
