AGREEMENT AND PLAN OF MERGER dated as of January 17, 2017 by and among RBI HOLDING LLC, CABLE ONE, INC., FREQUENCY MERGER SUB, LLC, RBI BLOCKER CORP., RBI BLOCKER HOLDINGS LLC, and GTCR-RBI, LLC, solely in its capacity as the Equityholder RepresentativeAgreement and Plan of Merger • January 20th, 2017 • Cable One, Inc. • Cable & other pay television services • Delaware
This Agreement and Plan of Merger, dated as of January 17, 2017 (this "Agreement"), is entered into by and among RBI Holding LLC, a Delaware limited liability company (the "Company"), Cable One, Inc., a Delaware corporation ("Purchaser"), Frequency Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Purchaser ("Merger Sub"), RBI Blocker Holdings LLC, a Delaware limited liability company ("Blocker Holdings"), RBI Blocker Corp., a Delaware corporation ("Blocker"), and GTCR-RBI, LLC, solely in its capacity as the representative (the "Equityholder Representative") for Blocker Holdings and the Unitholders. Defined terms used herein have the meanings set forth in Section 12.14.
