AGREEMENT AND PLAN OF MERGER by and among GOODMAN NETWORKS INCORPORATED, MANATEE MERGER SUB CORPORATION and MULTIBAND CORPORATION, dated as of May 21, 2013Agreement and Plan of Merger • June 11th, 2013 • Goodman Networks Inc • Radiotelephone communications • Texas
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 21, 2013, is hereby entered into by and among Goodman Networks Incorporated, a Texas corporation (“Parent”), Manatee Merger Sub Corporation, a Minnesota corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Multiband Corporation, a Minnesota corporation (the “Company”). Capitalized terms used herein shall have the meanings set forth in Section 10.1 hereof.
MASTER SERVICES AGREEMENT BETWEEN ALCATEL-LUCENT USA INC. and GOODMAN NETWORKS INC. AGREEMENT NUMBER 7062355Master Services Agreement • June 11th, 2013 • Goodman Networks Inc • Radiotelephone communications • Texas
THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • June 11th, 2013 • Goodman Networks Inc • Radiotelephone communications • New York
This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is made and entered into as of May 22, 2013, by and among GOODMAN NETWORKS INCORPORATED, a Texas corporation (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (“Trustee”). All capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Indenture (as defined below).
FIRST AMENDMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • June 11th, 2013 • Goodman Networks Inc • Radiotelephone communications • New York
This FIRST AMENDMENT TO INTERCREDITOR AGREEMENT (this “Amendment”) is made and entered into as of May 22, 2013, by and among PNC BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, with its successors and assigns, the “ABL Representative”) for the ABL Secured Parties (as defined in the Intercreditor Agreement), U.S. BANK NATIONAL ASSOCIATION, as collateral trustee pursuant to the Collateral Trust Agreement (as defined in the Intercreditor Agreement) (in such capacity, with its successors and assigns, the “Collateral Trust Representative”) for the Collateral Trust Secured Parties (as defined in the Intercreditor Agreement), and GOODMAN NETWORKS INCORPORATED, a Texas corporation, as grantor (the “Company”). All capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Intercreditor Agreement (as defined below)
GNET ESCROW CORP. (Stage I) GOODMAN NETWORKS INCORPORATED (Stage II) PURCHASE AGREEMENTPurchase Agreement • June 11th, 2013 • Goodman Networks Inc • Radiotelephone communications • New York
Goodman Networks Incorporated, a Texas corporation (the “Company” or the “Stage II Issuer”) and GNET Escrow Corp, a Texas corporation and wholly owned subsidiary of the Company (“GNET” or the “Stage I Issuer” and, together with the Stage II Issuer, the “Issuers”), hereby agree with you as follows:
