ADEPT
TECHNOLOGY, INC.
December 13, 0000
Xxxxxxx X. Xxxxxxx
c/o Xxxx Industries, Inc.
000 Xxxx Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000
Re: Agreement and Plan of Merger dated as of June 27, 2001 (the "Merger
Agreement") by and among Adept Technology, Inc. ("Adept"), Xxxx
Industries, Inc. ("Xxxx"), Adept CH Acquisition, Inc., Xxxxxxx X.
Xxxxxxx ("Shareholder Agent"), Xxxxxxx Family Trust ("Holder") and for
the purposes of Article VII only, Chase Manhattan Bank and Trust
Company, N.A. ("Escrow Agent").
Pursuant to the Merger Agreement, Xxxx became a wholly-owned subsidiary of
Adept on October 9, 2001 and Holder, as the sole shareholder of Xxxx, became
entitled to receive the Exchange Consideration set forth in the Merger
Agreement, a portion of which was evidenced by that certain Promissory Note,
dated as of October 9, 2001, payable by Adept to Holder in the principal amount
of $1,500,000 (the "Second Anniversary Note"). The parties now desire to amend
the Second Anniversary Note and release to Adept the Escrow Fund currently held
by the Escrow Agent pursuant to the Merger Agreement, upon the terms and
conditions set forth herein. Section 5 of the Second Anniversary Note permits
amendment of any provision of the Second Anniversary Note with the written
consent of Adept and the Holder. Accordingly, in consideration of the mutual
covenants contained herein, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged by the parties hereto, the
parties hereby agree as follows:
1. Section 1(a) of the Second Anniversary Note is amended and restated to
read as follows:
Mailing Address: 0000 Xxxxx Xxxxx * Xxxxxxxxx, XX 00000 *
(000) 000-0000 * (000) 000-0000 Fax
Corporate Headquarters: 000 Xxxx Xxxxxxx Xxx * Xxx Xxxx, XX 00000
xxx.xxxxx.xxx
(a) All outstanding principal of and accrued but unpaid interest on
this Second Anniversary Note shall be paid in full [after January 1, 2003 on
such date that is mutually agreed upon in writing by Adept and Holder but in no
event later than Maturity]. This Second Anniversary Note may be paid by Adept
prior to Maturity without any fee or penalty.
2. Section 3 of the Second Anniversary Note is deleted in its entirety
and Holder agrees to release and forever disclaim any and all security
interest that Holder now has in the Escrow Amount or the Escrow Fund.
3. The Escrow Amount, and any unpaid interest that has accrued thereon,
currently held by the Escrow Agent shall be immediately released to
Adept and the duties and obligations of the Escrow Agent under Article
VII of the Merger Agreement shall terminate effective upon the
successful transfer of the entire Escrow Amount to Adept as per
Adept's instructions to be provided separately.
4. The Maturity date of the Second Anniversary Note is accelerated to
January 31, 2003. However, at the Holder's option the Maturity Date
may be extended to April 10, 2003.
5. All other provisions of the Second Anniversary Note not specifically
amended by this Amendment shall remain in full force and effect.
6. All capitalized terms used but not defined herein shall have the
meanings set forth for such terms in the Merger Agreement or Second
Anniversary Note, as applicable.
7. The agreements contained in this letter will be binding upon any
successors or assignee or Adept or Holder, respectively.
Please sign the enclosed duplicate copy of this letter where indicated
below and return to Adept Technology, Inc. at your earliest convenience.
Very Truly Yours,
Adept Technology, Inc.
/s/ Xxxxx X. Xxxxxxxx
------------------------------------
Xxxxx X. Xxxxxxxx
Chairman and Chief Executive Officer
Mailing Address: 0000 Xxxxx Xxxxx * Xxxxxxxxx, XX 00000 *
(000) 000-0000 * (000) 000-0000 Fax
Corporate Headquarters: 000 Xxxx Xxxxxxx Xxx * Xxx Xxxx, XX 00000
xxx.xxxxx.xxx
Acknowledged and Agreed as of December 13, 2002
/s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx
XXXXXXX FAMILY TRUST
/s/ Xxxxxxx X. Xxxxxxx
---------------------------------
By: Xxxxxxx X. Xxxxxxx
Its: Trustee
CHASE MANHATTAN BANK AND
TRUST COMPANY, N.A.
---------------------------------
By:
Its:
Mailing Address: 0000 Xxxxx Xxxxx * Xxxxxxxxx, XX 00000 *
(000) 000-0000 * (000) 000-0000 Fax
Corporate Headquarters: 000 Xxxx Xxxxxxx Xxx * Xxx Xxxx, XX 00000
xxx.xxxxx.xxx
