Uponrequest, Transcat, Inc. will furnish supplementally a copy ofany schedule or exhibit to this Agreement and Plan of Merger to theSecurities and Exchange Commission.**AGREEMENT AND PLAN OF MERGER**     This **AGREEMENT AND PLAN OF MERGER**(this “***Agreement***”) has been made as of August 14, 2008, by andamong **TRANSCAT, INC.**, an Ohio corporation (“***Transcat***”), **TRANSCAT ACQUISITION CORP.**, an Oregoncorporation and a direct wholly-owned Subsidiary of Transcat (“***Merger Sub***”), **WESTCON, INC.**, anOregon corporation (“***Westcon***”) and David Goodhead (the “***Selling Shareholder***”). Transcat, MergerSub, Westcon and Selling Shareholder are collectively referred to herein as the “***Parties***”, and eachis a “***Party***”.     **WHEREAS**, the Board of Directors of Transcat, the respective boards of directors of Merger Sub andWestcon, and Transcat acting as the sole stockholder of Merger Sub, have approved the merger,pursuant and subject to the terms and conditions of this Agreement, of Westcon with and into MergerSub (the “***Merger***”), whereby all of the issued and outstanding shares of the Westcon Common Stock(as defined below), will be converted into the right to receive, a combination of (i) a specifiednumber of shares of the Common Stock, par value $.50 per share, of Transcat (the “***Transcat CommonStock***”), and (ii) a specified amount of cash;     **WHEREAS**, the Boards of Directors of Transcat, Merger Sub and Westcon have each determined that itis the best interests of their respective corporations and stockholders that Transcat, Merger Suband Westcon enter into a business combination transaction pursuant to the terms and conditions ofthis Agreement (and the ancillary agreements delivered in connection herewith); and     **WHEREAS**, the Selling Shareholder is the sole shareholder of Westcon and will benefit from thetransactions contemplated herein;     **NOW, THEREFORE,**in consideration of the premises and the representations, warranties and covenantsherein contained, the Parties agree to effect the Merger on the terms and subject to the conditionsherein provided and further agree as follows:**ARTICLE 1.****DEFINITIONS**     **1.1 Definitions.**     In addition to the other definitions contained in this Agreement, the following terms will, whenused in this Agreement, have the following respective meanings:     “***Actual Wind Energy Calibration Revenue***” means the actual calibration revenue generated from windenergy calibration customers for the 12 month period following the Closing, measured consistentlywith Fiscal 2008.
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     “***Actual Wind Energy Equipment Gross Profit***” means the actual equipment gross profit generated fromwind energy customers for the 12 month period following the Closing, measured consistently withFiscal 2008.     “***Affiliate***” means a Person which, directly or indirectly, controls, is controlled by, or is undercommon control with, the referenced party.     “***Business***” means the business conducted by Westcon as of the date hereof, that being principallythe distribution, repair and calibration of test and measurement equipment.     “***Capital Expenditure***” means any expenditures by Westcon for the acquisition, lease, repair orimprovement of fixed or capital assets, including any and all improvements or repairs to equipment.     “***Certifying Officers***” means: (a) in the case of Westcon, its President; and (b) in the case ofTranscat, any one of its duly elected executive officers.     “***Claim***” means any contest, claim, demand, assessment, action, suit, cause of action, complaint,litigation, proceeding, hearing, arbitration, investigation or notice involving any Person.     “***Closing***” means the consummation of the Merger.     “***Code***” means the Internal Revenue Code of 1986, as amended, together with all rules and regulationspromulgated thereunder.     “***Competition Laws***” means and includes the Sherman Act, as amended, the Clayton Act, as amended, theHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the Federal Trade Commission Act,as amended, national competition Laws, European Union competition Laws and all other U.S. ornon-U.S. Laws that are designed or intended to prohibit, restrict or regulate actions having thepurpose or effect of monopolization or restraint of trade.     “***Constituent Corporations***” means Westcon and Merger Sub, as the constituent corporations of theMerger.     “***Contracts***” means and includes all contracts, subcontracts, agreements, leases, licenses,sublicenses, options, notes, bonds, mortgages, indentures, deeds of trust, collateral assignments,obligations, instruments, concessions, guarantees, franchises, purchase orders, arrangements,commitments, undertakings and understandings of any kind, whether written or oral.     “***Encumbrances***” means and includes all liens, charges, encumbrances, mortgages, pledges, securityinterests, options and any other restrictions or third party rights, including without limitationguarantees.     “***Environmental Laws***” means, collectively, all U.S. and non-U.S. federal, national, state and localstatutes, regulations, ordinances, codes, published guidelines and policies, directives and orders(including all amendments thereto) pertaining to environmental matters (which includes air, watervapor, surface water, groundwater, soil, natural resources, chemical use,
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health, safety andsanitation), including the Comprehensive Environmental Response, Compensation and Liability Act,the Resource Conservation and Recovery Act, the Clean Air Act, the Federal Water Pollution ControlAct, the Safe Water Drinking Act, the Toxic Substance Control Act and the Occupational Safety andHealth Act.     “***ERISA***” means the Employee Retirement Income Security Act of 1974, as amended, together with allrules and regulations promulgated thereunder.     “***Estimated Net Working Capital***” means the Net Working Capital, as set forth on the EstimatedWorking Capital Schedule.     “***Estimated Working Capital Schedule***” means the draft schedule of the Net Working Capital as of theClosing Date, prepared and delivered by Westcon, Selling Shareholder and Transcat at the Closing.     “***Exchange Act***” means the Securities Exchange Act of 1934, as amended, together with all rules andregulations promulgated thereunder.     “***Final Working Capital Schedule***” means the schedule of the Net Working Capital as of the ClosingDate, which shall be in the same format as the Estimated Working Capital Schedule and include acalculation of the Net Working Capital, as finally determined by Transcat pursuant to Section3.2(b), and the Working Capital Deficit or Working Capital Surplus, if any.     “***Fiscal 2008***” means Westcon’s fiscal tear beginning on July 1, 2007 and ending on June 30, 2008.     “***GAAP***” means United States generally accepted accounting principles as in effect fromtime to time.     “***Governmental Entity***” means any U.S. or non-U.S. federal, national, state or local court,legislative body, governmental or quasi-governmental body, municipality, political subdivision,department, commission, board, bureau, tribunal, department, administration, council, agency,arbitrator, authority or other instrumentality.     “***Hazardous Substances***” means and includes: (a) any hazardous materials, hazardous wastes,hazardous substances and toxic substances as those or similar terms are defined under anyEnvironmental Law; (b) any asbestos or any material that contains any hydrated mineral silicate,including chrysolite, amosite, crocidolite, tremolite, anthophylite and/or actinolite, whetherfriable or non-friable; (c) any polychlorinated biphenyls or polychlorinated biphenyl-containingmaterials or fluids; (d) radon; (e) any other hazardous, radioactive, toxic or noxious substance,material, pollutant, contaminant or solid, liquid or gaseous waste; (f) any petroleum, petroleumhydrocarbons, petroleum products, crude oil or any fractions thereof, natural gas or synthetic gas;and (h) any substance that, whether by its nature or its use, is or becomes subject to regulationunder any Environmental Laws or with respect to which any Environmental Laws or Governmental Entityrequires or will require environmental investigation, monitoring or remediation.
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     “***Improvements***” means all buildings, structures, fixtures, building systems and equipment, andall components thereof, including the roof, foundation, load-bearing walls and other structuralelements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing andother building systems, environmental control, remediation and abatement systems, sewer, storm andwaste water systems, irrigation and other water distribution systems, parking facilities, fireprotection, security and surveillance systems, and telecommunications, computer, wiring and cableinstallations, included in any Leased Real Property (as defined below).     “***Intellectual Property***” means all of the following in any jurisdiction throughout theworld: (a) all inventions (whether patentable or unpatentable and whether or not reduced topractice), all improvements thereto, and all patents, patent applications, and patent disclosures,together with all reissuances, continuations, continuations-in-part, revisions, extensions, andreexaminations thereof; (b) all trademarks, service marks, trade dress, logos, slogans, tradenames, corporate names, internet domain names, and rights in telephone numbers, together with alltranslations, adaptations, derivations, and combinations thereof and including all goodwillassociated therewith, and all applications, registrations, and renewals in connection therewith;(c) all copyrightable works, all copyrights, and all applications, registrations, and renewals inconnection therewith; (d) all mask works and all applications, registrations, and renewals inconnection therewith; (e) all trade secrets and confidential business information (including ideas,research and development, know-how, formulas, compositions, manufacturing and production processesand techniques, technical data, designs, drawings, specifications, customer and supplier lists,pricing and cost information, and business and marketing plans and proposals); (f) all computersoftware (including source code, executable code, data, databases and related documentation); (g)all advertising and promotional materials; (h) all other proprietary rights; and (i) all copies andtangible embodiments thereof (in whatever form or medium).     “***IRS***” means the U.S. Internal Revenue Service.     “***Laws***” means, collectively, all U.S. and non-U.S. laws, statutes, rulings, rules, regulations,judgments, orders, decrees, awards, injunctions, writs, requirements, permits, certificates andordinances of any Governmental Entity, as in effect from time to time.     “***Leases***” means all leases, subleases, licenses, concessions and other agreements(written or oral), including all amendments, extensions, renewals, guaranties and other agreementswith respect thereto, pursuant to which Westcon holds any real property, including the right to allsecurity deposits and other amounts and instruments deposited by or on behalf of Westconthereunder.     “***Liability***” means any liability (whether known or unknown, whether asserted orunasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated orunliquidated, and whether due or to become due), including any liability for Taxes.     “***Loss***” or “***Losses***” means any and all judgments, losses, Liabilities, amounts paid insettlement, damages, fees, fines, penalties, deficiencies, costs and expenses (including interest,court costs, reasonable fees and expenses of attorneys, accountants and other experts or otherreasonable expenses of litigation or other proceedings or of any claim, default or assessment).
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     “***Market Price***” means the average of the closing sales price per share of the Transcat Common Stockas reported on the Nasdaq’s Web Site.     “***Material Adverse Effect”***or “***Material Adverse Change***” means, with respect to any entity anyoccurrence, incident, action, failure to act, event, change or effect that is or could reasonablybe expected to be, materially adverse to the condition (financial or otherwise), properties,assets, liabilities, business, results of operations, or prospects of such entity and itssubsidiaries in excess of $35,000, taken as a whole, or to the enforcement of this Agreement andany agreement contemplated herein, except changes solely to the extent resulting from (a) theannouncement or other disclosure of this Agreement, or (b) changes in general business conditions,hostilities involving the United States or in general financial market conditions.     “***Merger Consideration***” means collectively the Stock Merger Consideration and the Cash MergerConsideration.     “***Nasdaq***” means the Nasdaq Capital Market.     “***Net Working Capital***” means the current tangible assets less the current liabilities of Westcon asof the close of business on the Closing Date less debt paid as of the Closing Date, mutually agreedto by the parties and in accordance with GAAP consistently applied and the other terms andconditions set forth herein.     “***OPCL***” means the Oregon Private Corporations Law.     “***Ordinary Course of Business***” means, when used with respect to any Person, theordinary course of business of such Person, consistent with past custom and practice of such Person(including with respect to quantity and frequency).     “***Pay-Off Letter***” has the meaning ascribed to such term in Section 8.2.     “***Permitted Encumbrance***” has the meaning set forth in Section 4.8.     “***Person***” means and includes any individual, partnership, corporation, trust, company,unincorporated organization, joint venture or other entity, and any Governmental Entity.     “***Projected Wind Energy Calibration Revenue***” means $305,000 in calibration service revenue for thewind energy calibration customers for the 12 month period following the Closing, measuredconsistently with Fiscal 2008.     “***Projected Wind Energy Equipment Gross Profit***” means $869,000 in equipment gross profit for thewind energy customers for the 12 month period following the Closing, measured consistently withFiscal 2008.     “***Release***” has the same meaning as given it by the Comprehensive Environmental Response,Compensation and Liability Act of 1980, as amended, and the regulations promulgated thereunder.
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     “***Representatives***” means, when used with respect to any Person, such Person’s attorneys, accountantsand other advisors.     “***SEC***” means the U.S. Securities and Exchange Commission.     “***Securities Act***” means the Securities Act of 1933, as amended, together with all rules andregulations promulgated thereunder.     “***Shareholder Approval***” means adoption of this Agreement by the Selling Shareholder.     “***Stock Rights***” means, collectively, options, warrants, calls, rights, Claims (asserted orthreatened), commitments or Contracts to which Westcon is a party or by which any of them is boundobligating Westcon to issue, deliver or sell, or cause to be issued, delivered or sold, any sharesof capital stock of Westcon, or obligating Westcon to grant, extend or enter into any such option,warrant, call, right or Contract. As used herein, “Stock Rights” includes stock appreciationrights and similar rights payable in cash but having reference to shares of capital stock ofWestcon.     “***Subsidiary***” means, with respect to any Person, any corporation, partnership, joint venture, trustor other entity of which such Person, directly or indirectly through an Affiliate, owns an amountof voting securities, or possesses other ownership interests, having the power, direct or indirect,to elect a majority of the board of directors or other governing body thereof.     “***Surviving Corporation***” means Merger Sub, as the surviving corporation of the Merger.     “***Target Working Capital***” means an amount equal to zero.     “***Taxes***” means, collectively, U.S. and non-U.S. federal, national, state and local income, payroll,withholding, employment, excise, sales, use, real and personal property, use and occupancy,business and occupation, gross receipts, mercantile, real estate, capital stock and franchise orother taxes, duties or assessments of any nature whatsoever, including all penalties and interestthereon and estimated taxes.     “***Trading Day***” means any day on which Nasdaq is open for trading.     “***U.S.***” means the United States of America.     “***Violation***” means that the referenced fact or event: (a) conflicts with, or results in anyviolation of, or a default (with or without notice or lapse of time, or both) under, or gives riseto a right of termination, cancellation or acceleration of any obligation or the loss of a materialbenefit under, or the creation of an Encumbrance (other than a Permitted Encumbrance) on assets inconnection with, the referenced Contract or other document; or (b) conflicts with, or results inany violation (with or without notice or lapse of time, or both) under, or gives rise to anydamages, penalty or remedial action under, the referenced Law.     “***Westcon Debt***” means all indebtedness of Westcon on which interest accrues (including both thecurrent and long-term portions of any long-term indebtedness), as identified on Schedule 1.1 of theWestcon Disclosure Schedules.
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     “***Westcon Disclosure Schedules***” means the disclosure schedules, in the form approved by Transcat anddelivered by Westcon to Transcat concurrently with the execution and delivery of this Agreement,including subsequent amendments thereto contemplated and approved pursuant to Section 11.3 of thisAgreement.     “***Working Capital Deficit***” means the amount, if any, by which the Net Working Capital reflected onthe Final Working Capital Schedule is less than the Estimated Net Working Capital.     “***Working Capital Surplus***” means the amount, if any, by which the Net Working Capital reflected onthe Final Working Capital Schedule is more than the Estimated Net Working Capital.     **1.2 Interpretation**.     In this Agreement, unless the express context otherwise requires:          **(a)**the words “***herein***,” “***hereof***” and “***hereunder***” and words of similar import refer to thisAgreement as a whole and not to any particular provision of this Agreement;          **(b)**references to “***Article***” or “***Section***” are to the respective Articles and Sections of thisAgreement, and references to “***Exhibit***” are to the respective Exhibits annexed hereto;          **(c)**references to a “***party***” means a party to this Agreement and include references to suchparty’s successors and permitted assigns;          **(d)**references to a “***third party***” means a Person that is neither a party to this Agreement noran Affiliate thereof;          **(e)**the terms “***dollars***” and “***$***” means U.S. dollars;          **(f)**the terms ***“knowledge”***means those facts or things of which a party has actual informationor those matters to which a reasonably diligent person would have a basis to discover withreasonable inquiry;          **(g)**terms defined in the singular have a comparable meaning when used in the plural, and viceversa;          **(h)**the masculine pronoun includes the feminine and the neuter, and vice versa, as appropriatein the context; and          **(i)**wherever the word “***include***,” “***includes***” or “***including***” is used in this Agreement, it willbe deemed to be followed by the words “without limitation.”
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**ARTICLE 2.**