AMENDMENT NO. 1
AGREEMENT OF REORGANIZATION AND MERGER
This Amendment No. 1 to the Agreement of Reorganization and Merger, dated
September 29, 1997 (the "Agreement"), is entered into by and among Electro
Scientific Industries, Inc. ("ESI"), Applied Intelligent Systems, Inc. ("AISI")
and Asteroid Merger Corp. ("Merger Corp.") effective as of October 8, 1997.
1. Amendment of Section 1.7 (Closing). Section 1.7 of the Agreement shall
be amended to read in its entirety as follows:
"The closing of the Merger (the "Closing") shall take place
at the offices of Stoel Rives LLP, 000 XX Xxxxx Xxxxxx,
Xxxxx 0000, Xxxxxxxx, Xxxxxx 00000 on November 30, 1997, or
as soon as is practicable following the Condition Completion
Date (as hereinafter defined), or on such other date and/or
at such other place and time as AISI, ESI and Merger Corp.
may agree (the "Closing Date"). The "Condition Completion
Date" shall be the day on which the last of the conditions
set forth in Article V hereof shall have been fulfilled or
waived (other than those conditions which, by their terms,
are to occur at Closing)." (new language underscored)
2. Amendment of Section 7.2(a) and (b) (Termination by Either AISI or ESI).
Sections 7.2(a) and 7.2(b) of the Agreement shall be amended to read in their
entirety as follows:
"(a) by ESI or AISI if the Merger shall not have become
effective on or prior to December 31, 1997, provided,
however, that the right to terminate this Agreement pursuant
to this Section 7.2(a) shall not be available to any party
whose breach of this Agreement has been the cause of, or
resulted in, the failure of the Merger to occur on or before
such date;
(b) by ESI or AISI if the requisite approval of the Merger
by the shareholders of AISI shall not have been obtained by
December 31, 1997;" (new language underscored)
3. Deletion of Section 5.3.4.2 (Completion of Investigation). Section
5.3.4.2 of the Agreement is deleted in its entirety.
4. Deletion of Section 5.3.16 (Fairness Opinion). Section 5.3.16 of the
Agreement, requiring that ESI receive a fairness opinion as a condition to
Closing, is deleted in its entirety.
IN WITNESS WHEREOF, this Amendment to the Agreement has been executed by
the undersigned as of the date written above.
Electro Scientific Industries, Inc. Applied Intelligent Systems, Inc.
By: XXXXX X. XXXXXX By: XXXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxxx
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Title: Senior Vice President Title: President & CEO
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Asteroid Merger Corp.
By: XXXXX X. XXXXXX
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Name: Xxxxx X. Xxxxxx
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Title: Vice President
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