AGREEMENT AND PLAN OF MERGER BY AND AMONG SBA COMMUNICATIONS CORPORATION, SBA 2012 ACQUISITION, LLC, TOWERCO II HOLDINGS LLC AND TOWERCO III HOLDINGS LLC as the Members’ Representative DATED AS OF JUNE 25, 2012Agreement and Plan of Merger • June 28th, 2012 • Sba Communications Corp • Communications services, nec • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 25, 2012, by and among SBA Communications Corporation, a Florida corporation (“Parent”), SBA 2012 Acquisition, LLC, a Delaware limited liability company and indirect, wholly-owned subsidiary of Parent (“Merger Sub”), TowerCo II Holdings LLC, a Delaware limited liability company (the “Company”), and TowerCo III Holdings LLC (“TowerCo III”), a Delaware limited liability company, in its capacity as the representative of all of the Members (as defined below) (the “Members’ Representative”) and individually, solely in its role as the Post-Escrow Indemnifying Party (as defined below).
