3COM CORPORATION AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED PREFERRED SHARES RIGHTS AGREEMENTPreferred Shares Rights Agreement • September 28th, 2007 • 3com Corp • Computer communications equipment • Delaware
This Amendment No. 1 (this “Amendment"), dated as of September 28, 2007, is made by and between 3Com Corporation., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York state trust company (the “Rights Agent”) to amend the Third Amended and Restated Preferred Shares Rights Agreement, dated as of November 4, 2002, by and between the Company and the Rights Agent (the “Rights Agreement”). Capitalized terms used in this Amendment but not defined herein shall have the meaning assigned to them in the Rights Agreement.
AGREEMENT AND PLAN OF MERGER by and among DIAMOND II HOLDINGS, INC. DIAMOND II ACQUISITION CORP. and 3COM CORPORATION Dated as of September 28, 2007Merger Agreement • September 28th, 2007 • 3com Corp • Computer communications equipment • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 28, 2007 by and among Diamond II Holdings, Inc., a corporation organized under the laws of the Cayman Islands (“Newco”), Diamond II Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Newco (“Merger Sub”), and 3Com Corporation, a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.
