AMENDMENT NO. 2
AGREEMENT OF REORGANIZATION AND MERGER
This Amendment No. 2 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 November 13, 1997.
In recognition of amendments made to the Michigan statutes governing
dissenters' rights following the execution of the Agreement, Section 1.5 of the
Agreement, describing dissenters' rights, is hereby deleted. In addition, all
other references to dissenters' rights in the Agreement are hereby deleted.
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. XXXX By: XXX X. XXXXXXX
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Name: Xxxxx X. Xxxx Name: Xxx X. Xxxxxxx
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Title: Vice President and Title: VP - Finance & CFO
Corporate Secretary ----------------------------
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Asteroid Merger Corp.
By: XXXXX X. XXXX
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Name: Xxxxx X. Xxxx
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Title: Corporate Secretary
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