AGREEMENT AND PLAN OF MERGER OF GCI, INC. WITH AND INTO GCI, LLCAgreement and Plan of Merger • March 9th, 2018 • Gci Inc • Telephone communications (no radiotelephone) • Alaska
THIS AGREEMENT AND PLAN OF MERGER is made as of March 8, 2018 by and between GCI, Inc., an Alaska corporation (the “Merging Entity”), and GCI, LLC, a Delaware limited liability company (the “Surviving Entity”). GCI Liberty, Inc. (formerly known as General Communication, Inc.), an Alaska corporation, owns all of the outstanding capital stock of the Merging Entity and all of the Units (as defined in the limited liability company agreement of the Surviving Entity) in the Surviving Entity. In consideration of the premises and of the mutual covenants, representations, warranties and agreements contained herein, the parties hereto agree as follows:
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF GCI, LLCLimited Liability • March 9th, 2018 • Gci Inc • Telephone communications (no radiotelephone) • Delaware
This Amended and Restated Limited Liability Company Operating Agreement (together with Exhibits A and B attached hereto, this “LLC Agreement”) of GCI, LLC, a Delaware limited liability company (the “Company”), is made as of this 8th day of March, 2018 (the “Effective Date”), by GCI Liberty, Inc. (formerly known as General Communication, Inc.), an Alaska corporation, as sole equity member of the Company (the “Member”), to govern the affairs of the Company and the conduct of its business. The Member hereby agrees as follows:
