Summary of EN POINTE TECHNOLOGIES INC

Item 1.01 Entry into a Material Definitive Agreement.

On March 11, 2009, En Pointe Technologies, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Agreement") with Din Global Corp., a Delaware corporation ("Holding Co."), and ENP Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Din Global Corp. ("Acquisition Co."). Under the terms of the Merger Agreement, Acquisition Co. will be merged with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Holding Co. (the "Merger"). As of March 11, 2009, Holding Co. was owned by the Company's Chief Executive Officer, Attiazaz "Bob" Din, and, prior to the Merger, is anticipated to be owned by Mr. Din, Naureen Din (Mr. Din's wife and also a member of the Company's Board of Directors), and members of Mr. and Mrs. Din's family.

At the effective time of the Merger, each issued and outstanding share of common stock of the Company (the "Common Stock"), other than shares of Common Stock owned by Acquisition Co., Holding Co., the Company, Mr. Din, Mrs. Din and members of Mr. and Mrs. Din's family and any stockholders who are entitled to and who properly exercise appraisal rights under Delaware law, will be converted into the right to receive $2.50 in cash, without interest. Additionally, each outstanding option to purchase Common Stock will be canceled immediately prior to the effective time of the Merger in exchange for the right to receive a cash payment equal to the difference between $2.50 and the per share exercise price of such option, multiplied by the number of shares of Common Stock subject to such option. Mr. and Mrs. Din will not receive any payment for the cancellation of their respective options.

The Board of Directors of the Company (without the participation of Mr. and Mrs. Din in deliberations or voting) approved the Agreement on the unanimous recommendation of a Special Committee composed solely of independent directors (the "Special Committee").

The Company has made customary representations, warranties and covenants in the Agreement, including covenants that the Company will run its business in the ordinary course of business consistent with past practice and will refrain from taking certain actions between the date of the Agreement and the date of closing of the Merger. The Company's representations and warranties each expire at the effective time of the Merger. The Agreement permits the Company to solicit alternative acquisition proposals from third parties until April 10, 2009. In addition, the Company may, at any time, subject to the terms of the Agreement, respond to unsolicited proposals. There can be no assurance that this process will result in an alternative transaction. The Company does not intend to disclose developments with respect to the solicitation process unless and until its Board of Directors has made a decision with respect to the alternative acquisition proposals, if any, it receives.

Acquisition Co. has obtained a conditional debt financing commitment for the transaction contemplated by the Agreement, the aggregate proceeds of which, when combined with available funds at the Company, will be sufficient for Acquisition Co. to pay the aggregate merger consideration (including the consideration to be paid to holders of the Company's stock options) and all related fees and expenses. Consummation of the Merger is subject to obtaining regulatory approvals and other customary closing conditions, including among others, no material change in the Company's representations and warranties prior to the closing of the Merger, Acquisition Co.'s ability to obtain sufficient financing, holders of not more than ten percent of the Company's outstanding Common Stock seeking appraisal rights of their shares, the Company shall have obtained any necessary third party consents, approval of the Merger by the Company's stockholders, including a separate approval of stockholders other than Holding Co., Acquisition Co., Mr. Din, Mrs. Din, their children and any of their respective affiliates. The parties expect to close the transaction in the second quarter of 2009.

The Agreement may be terminated under certain circumstances, including if the Company's Board of Directors (or the Special Committee) has determined in good faith that it has received a superior proposal and otherwise complies with certain terms of the Agreement or if the Merger shall not have been consummated by July 31, 2009. Upon the termination of the Agreement, under specified circumstances, the Company will be required to pay Holding Co. a termination fee of up to $350,000. Additionally, under specified circumstances, Holding Co. will be required to pay the Company a termination fee of $350,000. Mr. Din has agreed to guarantee of any such amounts payable by Holding Co. to the Company.

The foregoing summary of the Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, which is attached as Exhibit 2.2 and incorporated herein by reference.

The Special Committee engaged FMV Opinions, Inc. ("FMV") to serve as financial advisors to the Special Committee. On March 11, 2009, FMV delivered an opinion to the Special Committee and the Board of Directors that, as of the date of the opinion, the merger consideration was fair, from a financial point of view, to the stockholders of the Company (other than Mr. and Mrs. Din, their children and respective affiliates).

The Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Agreement. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or Acquisition Co. or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.

Where to Find Additional Information about the Merger

In connection with the proposed merger transaction, the Company intends to file with the Securities and Exchange Commission (the "Commission") a proxy statement and other relevant materials in connection with the proposed transaction. The proxy statement will be mailed to the Company's stockholders. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, ACQUISITION CO. AND THE PROPOSED MERGER. The proxy statement and other relevant materials (when they become available), and any other documents filed by the Company with the Commission, may be obtained free of charge at the Commission's web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed by the Company with the Commission by contacting Investor Relations at ir@enpointe.com, via telephone at (310) 337-5212 or via the Company's website at www.enpointe.com.

The Company, its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in favor of the proposed merger. Information concerning the Company's participants and their respective interests in the proposed merger will be available in the proxy statement and in the Company's annual reports on Form 10-K previously filed with the Commission.