AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement And • January 11th, 2016 • Novatel Wireless Inc • Communications equipment, nec
This Amendment No. 1, dated as of January 5, 2016, (this “Amendment”) to the Agreement and Plan of Merger, dated as of March 27, 2015 (the “Agreement”) by and among (i) Novatel Wireless, Inc., a Delaware corporation (“Parent”), (ii) Duck Acquisition, Inc., an Oregon corporation and wholly owned subsidiary of Parent (“Merger Sub”), (iii) R.E.R. Enterprises, Inc., an Oregon corporation (the “Company”), (iv) the stockholders of the Company as set forth on the signature page(s) of the Agreement (the “Major Stockholders”), and (v) Ethan Ralston, as the representative of the holders of Company Common Stock (the “Stockholders’ Representative”), is made and entered into by and among Parent and the Stockholders’ Representative. Capitalized terms used but not defined in this Amendment shall have the respective meanings ascribed to such terms in the Agreement, which will remain in full force and effect as amended hereby.
AMENDMENT NO. 1 TO ESCROW AGREEMENTEscrow Agreement • January 11th, 2016 • Novatel Wireless Inc • Communications equipment, nec
This Amendment No. 1, dated as of January 5, 2016, (this “Amendment”) to the Escrow Agreement, dated as of March 27, 2015 (the “Escrow Agreement”) by and among Novatel Wireless, Inc., a Delaware corporation (“Parent”), Ethan Ralston as the representative (the “Stockholders’ Representative”) of the holders of the outstanding securities of R.E.R. Enterprises, Inc., an Oregon corporation (the “Company”), and Wilmington Trust, N.A., as escrow agent (the “Escrow Agent”) is made and entered into by and among Parent, the Stockholders’ Representative, and the Escrow Agent. Capitalized terms used but not defined in this Amendment shall have the respective meanings ascribed to such terms in the Escrow Agreement, which will remain in full force and effect as amended hereby.
SEVENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • January 11th, 2016 • Novatel Wireless Inc • Communications equipment, nec • California
THIS SEVENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of January 5, 2016, is entered into by and among NOVATEL WIRELESS, INC., a Delaware corporation (“Novatel”), ENFORA, INC., a Delaware corporation (“Enfora”), and FEENEY WIRELESS, LLC, an Oregon limited liability company (“Feeney Wireless”; Novatel, Enfora and Feeney Wireless are sometimes referred to in this Amendment individually as a “Borrower” and collectively as the “Borrowers”), R.E.R. ENTERPRISES, INC., an Oregon corporation (“RER Enterprises”), and FEENEY WIRELESS IC-DISC, INC., a Delaware corporation (“Feeney Wireless IC-DISC”; RER Enterprises and Feeney Wireless IC-DISC are sometimes referred to in this Amendment individually as a “Guarantor” and collectively as the “Guarantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”). Borrowers and Guarantors are sometimes individually referred to herein as a “Loan Party” and collectively referred to herein as the “Loan Parties”. Terms use
