CONSULTING AGREEMENT This Agreement, dated the 28th day of February 1997, between MICHAEL J. SPECCHIO, INC., a Wisconsin corporation (hereinafter "Consultant"), and NATIONAL WIRELESS HOLDINGS INC., a Delaware corporation (hereinafter the "Company"), W...Consulting Agreement • March 17th, 1997 • National Wireless Holdings Inc • Cable & other pay television services • Illinois
R E C I T A LSubscription Agreement • March 16th, 1998 • National Wireless Holdings Inc • Cable & other pay television services • Florida
AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • June 14th, 1999 • National Wireless Holdings Inc • Services-prepackaged software • New York
EXHIBIT 43Stockholders Agreement • September 15th, 1997 • National Wireless Holdings Inc • Cable & other pay television services • Delaware
Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is effective as of the 26th day of June, 2000, by and between TERRENCE S. CASSIDY, an individual (hereinafter "Executive"), and NATIONAL WIRELESS HOLDINGS INC., a...Employment Agreement • September 14th, 2000 • National Wireless Holdings Inc • Services-prepackaged software • Delaware
SECURED TERM NOTEPledge Agreement • September 15th, 1997 • National Wireless Holdings Inc • Cable & other pay television services • New York
BACKGROUNDEmployment Agreement • December 24th, 1996 • National Wireless Holdings Inc • Cable & other pay television services
Exhibit 4(a) FIRST AMENDMENT TO THE RIGHTS AGREEMENT AND CERTIFICATION OF COMPLIANCE WITH SECTION 27 THEREOF Pursuant to Section 27 of the Rights Agreement (the "Agreement") dated as of December 12, 1996, between National Wireless Holdings, Inc., a...Rights Agreement • June 13th, 2000 • National Wireless Holdings Inc • Services-prepackaged software
AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • January 31st, 2000 • National Wireless Holdings Inc • Services-prepackaged software
and CONTINENTAL STOCK TRANSFER AND TRUST COMPANY, as Rights AgentRights Agreement • December 24th, 1996 • National Wireless Holdings Inc • Cable & other pay television services • Delaware
EXHIBIT L TO AMENDED AND RESTATED LOAN AGREEMENT BY AND BETWEEN ELECTRONIC DATA SUBMISSION SYSTEMS, INC. AND NATIONAL WIRELESS HOLDINGS INC. ADDITIONAL NOTE ---------------National Wireless Holdings Inc • March 19th, 2001 • Services-prepackaged software
FOR VALUE RECEIVED, the undersigned, Electronic Data Submission Systems, Inc., a Delaware Corporation, (the "Borrower"), hereby promises to pay on December 31, 2002 to the order of National Wireless Holdings Inc., a Delaware Corporation ("National"), at the Principal Office of National or at such other place as National may from time to time designate to Borrower in writing, (a) the lesser of (i) the principal sum of SEVEN HUNDRED THOUSAND DOLLARS ($700,000) or (ii) the aggregate principal amount of all Loans outstanding in respect of the Additional Commitment under the Loan Agreement hereinafter referred to, including without limitation accrued but unpaid interest hereon, in lawful money of the United States of America and in immediately available funds, and (b) interest on the unpaid principal amount of the Additional Loan, in like money and funds, for the period commencing on the date of the Additional Loan until the Additional Loan shall be paid in full, at the rates per annum and
EXHIBIT 40Indemnification Agreement • September 15th, 1997 • National Wireless Holdings Inc • Cable & other pay television services • Delaware
AMENDMENT NO. 6 TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • January 29th, 2002 • National Wireless Holdings Inc • Services-prepackaged software
AMENDMENT NO. 3 TOLoan Agreement and Note • March 17th, 1999 • National Wireless Holdings Inc • Services-prepackaged software • New York
BACKGROUNDConsulting Agreement • December 24th, 1996 • National Wireless Holdings Inc • Cable & other pay television services
AMENDMENT NO. 4 TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • January 30th, 2001 • National Wireless Holdings Inc • Services-prepackaged software
VOTING AGREEMENTVoting Agreement • May 26th, 2006 • NWH Inc • Services-prepackaged software • Delaware
This VOTING AGREEMENT (“Agreement”), dated May 25, 2006, by and among Ingenix, Inc., a Delaware corporation (“Parent”) and the stockholder of NWH, Inc., a Delaware corporation (the “Company”), identified on Schedule 1 hereto (the “Stockholder”). Capitalized terms used but not defined herein have the meanings ascribed thereto in the Merger Agreement.
AGREEMENT AND PLAN OF MERGER BY AND AMONG INGENIX, INC., MOGUL ACQUISITION CORPORATION ANDAgreement and Plan of Merger • May 26th, 2006 • NWH Inc • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 25, 2006, is by and among Ingenix, Inc., a Delaware corporation (“Parent”), Mogul Acquisition Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and NWH, Inc., a Delaware corporation (the “Company”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 29th, 1998 • National Wireless Holdings Inc • Cable & other pay television services • New York
EXHIBIT K TO AMENDED AND RESTATED LOAN AGREEMENT BY AND BETWEEN ELECTRONIC DATA SUBMISSION SYSTEMS, INC. AND NATIONAL WIRELESS HOLDINGS INC. BRIDGE NOTENational Wireless Holdings Inc • January 31st, 2000 • Services-prepackaged software
FOR VALUE RECEIVED, the undersigned, Electronic Data Submission Systems, Inc., a Delaware Corporation, (the "Borrower"), hereby promises to pay to the order of National Wireless Holdings Inc., a Delaware Corporation ("National"), at the Principal Office of National or at such other place as National may from time to time designate to Borrower in writing, (a) the lesser of (i) the principal sum of ONE MILLION DOLLARS ($1,000,000.00) or (ii) the aggregate principal amount of all Loans outstanding in respect of the Bridge Commitment under the Loan Agreement hereinafter referred to, in lawful money of the United States of America and in immediately available funds, on the dates and pursuant to the terms of the Loan Agreement, but in any event no later than the earlier to occur of January 18, 2001 and the date on which a long term debt or equity financing of Borrower occurs, and (b) interest on the unpaid principal amount of each Loan, in like money and funds, for the period commencing on t
Exhibit 4.1 NATIONAL WIRELESS HOLDINGS INC. STOCK OPTION AGREEMENT THIS AGREEMENT, made and entered into as of the 15th day of September, 1994 (the "Date of Grant") between NATIONAL WIRELESS HOLDINGS INC., a Delaware corporation (herein called the...Stock Option Agreement • August 16th, 1999 • National Wireless Holdings Inc • Services-prepackaged software • New York
RECITALSShareholder Agreement • December 24th, 1996 • National Wireless Holdings Inc • Cable & other pay television services
Amendment No. 8 to Amended and Restated Loan AgreementLoan Agreement • January 29th, 2004 • NWH Inc • Services-prepackaged software
Amendment No. 8, dated as of September 30, 2003, to Amended and Restated Loan Agreement, dated as of April 20, 1999 (as amended, supplemented or modified from time to time, the "Loan Agreement"), by and between NWH, Inc., a Delaware corporation ("Lender" or "National"), and Electronic Network Systems, Inc. (f/k/a Electronic Data Submission Systems, Inc.), a Delaware corporation ("Borrower").
EXHIBIT 10.39Consulting Agreement • June 16th, 1997 • National Wireless Holdings Inc • Cable & other pay television services • Delaware
AMENDMENT NO. 5 TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • March 19th, 2001 • National Wireless Holdings Inc • Services-prepackaged software
