0001193125-07-190090 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among: Acer Inc., a company organized under the laws of the Republic of China; Galaxy Acquisition Corp., a Delaware corporation; and Gateway, Inc., a Delaware corporation Dated as of August 27, 2007

Merger Agreement • August 28th, 2007 • Gateway Inc • Electronic computers • Delaware

• Contract Type
  Merger Agreement
• Filed
  August 28th, 2007
• Company
  Gateway Inc
• Industry
  Electronic computers
• Jurisdiction
  Delaware

This Agreement and Plan of Merger is made and entered into as of August 27, 2007, by and among: Acer Inc., a company organized under the laws of the Republic of China (“Parent”); Galaxy Acquisition Corp., a Delaware corporation and a direct or indirect wholly owned subsidiary of Parent (“Acquisition Sub”); and Gateway, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

FIRST AMENDMENT TO RIGHTS AGREEMENT

Rights Agreement • August 28th, 2007 • Gateway Inc • Electronic computers • Delaware

• Contract Type
  Rights Agreement
• Filed
  August 28th, 2007
• Company
  Gateway Inc
• Industry
  Electronic computers
• Jurisdiction
  Delaware

This First Amendment, dated as of August 27, 2007 (this “Amendment”), to the Rights Agreement, dated as of January 19, 2000 (the “Rights Agreement”), is made between Gateway, Inc., a Delaware corporation (the “Company”), and UMB Bank, N.A. (the “Rights Agent”). Capitalized terms not otherwise defined herein have the meanings given to such terms in the Rights Agreement.