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AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment") is made
and entered into as of November 13, 2000 by and among Precise Software Solutions
Ltd., an Israeli corporation (the "Acquiror"), Precise Acquisition Corporation,
a Maryland corporation (the "Subsidiary"), Savant Corporation, a Maryland
corporation (the "Company"), and certain of Company's stockholders listed on the
signature page hereto (the "Major Stockholders").
RECITALS
The Acquiror, the Subsidiary, the Company and the Major Stockholders are
parties to an Agreement and Plan of Merger dated as of October 27, 2000 (the
"Merger Agreement"), pursuant to which the Company and the Subsidiary will
combine into a single company through the statutory merger of the Company with
and into the Subsidiary (the "Merger").
The Acquiror, the Subsidiary, the Company and the Major Stockholders now
desire to amend the provisions of the Merger Agreement relating to the
Contingent Consideration described therein and the ownership of the Subsidiary.
NOW, THEREFORE, in consideration of the foregoing and the premises and
mutual covenants hereinafter contained, the parties hereto agree as follows:
1. SECTION 1.14(a) of the Merger Agreement is hereby amended by deleting
"(up to a maximum of $12,000,000 in Company Revenue)" and inserting in lieu
thereof "(up to a maximum of $13,000,000 in Company Revenue)."
2. SECTION 4.1 of the Merger Agreement is hereby amended by deleting
"indirect."
3. SECTION 4.6 of the Merger Agreement is hereby amended by deleting
"Precise Software Solutions, Inc., a Delaware corporation and wholly-owned
subsidiary of."
4. Any term used in this Amendment which has initial capital letters and
which is not defined herein shall have the meaning attributed to such term in
the Merger Agreement.
5. Except as expressly provided herein, the Merger Agreement shall remain
unchanged and in full force and effect and the parties hereto hereby confirm and
agree to be bound by all the terms and provisions of the Merger Agreement as
amended hereby.
6. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Acquiror, the Subsidiary, the Company and the Major
Stockholders have caused this Amendment to be executed and delivered, all as of
the date first written above.
PRECISE SOFTWARE SOLUTIONS LTD.
By: /s/ Shimon Alon
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Name: Shimon Alon
Title: President and CEO
PRECISE ACQUISITION CORPORATION
By: /s/ J. Benjamin H. Nye
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Name: J. Benjamin H. Nye
Title: Vice President
SAVANT CORPORATION
By: /s/ William Wynn
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Name: William Wynn
Title: CEO
MAJOR STOCKHOLDERS:
/s/ William Wynn
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William Wynn
/s/ Steven Myers
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Steven Myers
SUMMIT AVIATION, INC.
By: /s/ Steven Myers
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Name: Steven Myers
Title: President & CEO
