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EXHIBIT 2.3
VOTING AGREEMENT
This Voting Agreement ("Voting Agreement") is dated as of April 10,
1997, and is being delivered in connection with the Agreement and Plan of
Reorganization and Merger by and among REMEC, Inc., a California corporation
("REMEC"), C&S Acquisition Corporation, a California corporation ("Merger Sub"),
and C&S Hybrid, Inc., a California corporation (the "Company") dated as of April
10, 1997 (the "Agreement"). Capitalized terms used herein without definition
shall have the meanings given to them in the Agreement.
To induce Parent and Merger Sub to enter into the Agreement, the
undersigned hereby agrees:
(i) to vote each of the shares of capital stock of the Company owned
beneficially or of record or controlled by the undersigned (3,000,000
shares of Common Stock and 400,000 shares of Preferred Stock as of the
date of the Agreement), whether voting at a shareholders meeting or by
written consent, for approval of the Merger, the Agreement of Merger
and the Agreement and any related corporate actions and against any
corporate actions which would violate or frustrate the purpose of, or
prevent or delay the consummation of the Merger;
(ii) not to transfer, sell, offer, pledge or otherwise dispose of or
reduce the undersigned's right relative to or to encumber any of its
shares of the Company's equity securities or any shares it may
hereafter acquire whether by purchase, conversion or existing shares or
otherwise until the earlier of the Effective Time or the termination of
Agreement;
(iii) that it will execute such additional certificates, consents and
other agreements as may reasonably be necessary to permit the
consummation of the transactions contemplated by the Agreement;
(iv) this Voting Agreement is for the benefit of Parent and Merger Sub,
and may be enforced by any person benefitted hereby;
(v) this Voting Agreement shall become effective upon the approval of
the Agreement by the Board of Directors of REMEC, and shall terminate
on the earlier of (a) July 31, 1997 or (b) termination of the
Agreement,
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unless the failure by the Company or the undersigned to fulfill any
obligation of such party under the Agreement has been a principal cause
of or resulted in, in the case of (a), the failure of the Merger to
occur on before July 31, 1997 or, in the case of (b), the termination
of the Agreement; and
(vi) this Voting Agreement may be enforced by specific performance. If
the undersigned fails to comply with the provisions of this Voting
Agreement, the undersigned will pay the legal fees and expenses
incurred by Parent and Merger Sub in enforcing this Voting Agreement.
IN WITNESS WHEREOF, the undersigned has signed this Voting Agreement on
this 10th day of April, 1997.
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Tao Chow
ACKNOWLEDGMENT OF SPOUSE
________________, Tao Chow's spouse, hereby indicates her consent to be
bound by the terms herein as to her interests, whether as community property or
otherwise, if any, in the shares of the capital stock of the Company.
______________________________
