May 25, 2011DirecTECH Holding Company, Inc. • June 10th, 2011 • Telephone communications (no radiotelephone) • New York
As an inducement to the underwriters (the "Underwriters") to execute a purchase agreement (the "Purchase Agreement") providing for a public offering (the "Offering") of common stock (the "Common Stock"), of Multiband Corporation, a Minnesota corporation, and any successor (by merger or otherwise) thereto (the "Company"), the undersigned hereby agrees that without, in each case, the prior written consent of Craig-Hallum Capital Group LLC ("Craig-Hallum") during the period specified in the second succeeding paragraph (the "Lock-Up Period"), the undersigned will not (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Common Sto
11,200,000 Shares1 Multiband Corporation Common Stock, no par value PURCHASE AGREEMENTPurchase Agreement • June 10th, 2011 • DirecTECH Holding Company, Inc. • Telephone communications (no radiotelephone) • New York
Multiband Corporation, a Minnesota corporation (the "Company"), and DirecTECH Holding Company, Inc. (the "Selling Stockholder") severally propose to sell to the several Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 11,200,000 shares (the "Firm Shares") of Common Stock, no par value (the "Common Stock"), of the Company. The Firm Shares consist of 4,294,932 authorized but unissued shares of Common Stock to be issued and sold by the Company and 6,905,068 outstanding shares of Common Stock to be sold by the Selling Stockholder. The Company has also granted to the several Underwriters an option to purchase up to 1,680,000 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the "Option Shares"). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the "Securities."
