Amendment No. 1 to Agreement and Plan of Merger, dated as of December 20, 2018, by and among Black Box Corporation, AGC Networks Pte Ltd., BBX Main Inc., BBX Inc. and Host Merger Sub Inc

Definitions. Capitalized terms used herein but not defined herein shall have the meaning set forth in the Merger Agreement, as amended hereby.

Amendment to Definition of “Offer Price”. The defined term “Offer Price,” as set forth in the Recitals of the Merger Agreement and referenced throughout the Merger Agreement is hereby deleted in its entirety and replaced with the following:

Representations and Warranties of the Company. The Company has all necessary corporate power and authority to execute and deliver this Amendment and to perform its obligations hereunder. The execution, delivery and performance by the Company of this Amendment, and the consummation by it of the Transactions, have been duly and validly authorized by the Company Board, and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Amendment and the consummation by it of the Transactions, except that the Merger requires such approvals as are set forth in the DGCL for mergers to be consummated pursuant to Section 251(h). This Amendment has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery of this Amendment by the Parent Entities, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except for the General Enforceability Exceptions.

Representations and Warranties of the Parent Entities. Each of the Parent Entities has all necessary corporate power and authority to execute and deliver this Amendment and to perform its obligations hereunder. The execution, delivery and performance by the Parent Entities of this Amendment have been duly and validly authorized by the respective boards of directors of each of the Parent Entities and by BBX Intermediate as the sole stockholder of Merger Sub, and no other corporate action on the part of any Parent Entity is necessary to authorize the execution, delivery and performance by the Parent Entities of this Amendment. This Amendment has been duly executed and delivered by each of the Parent Entities and, assuming due and valid authorization, execution and delivery of this Amendment by the Company, is a valid and binding obligation of each of the Parent Entities enforceable against each of them in accordance with its terms, subject to the General Enforceability Exceptions. The execution, delivery and performance of this Amendment does not and will not result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) or result in the loss of a benefit to any party under, or give rise to any right of termination, cancellation, amendment or acceleration of, the Equity Commitment Letter or the Limited Guarantee.

Miscellaneous. The provisions set forth in Article IX (Miscellaneous) of the Merger Agreement are hereby incorporated mutatis mutandis with all references to the “Agreement” therein being deemed references to this Amendment.