Registration Rights Agreement by and among Each of the parties listed on the signature pages hereto, and Communications Sales & Leasing, Inc. Dated as of June 15, 2016Registration Rights Agreement • August 11th, 2016 • Communications Sales & Leasing, Inc. • Real estate investment trusts • New York
This Registration Rights Agreement (this “Agreement”) is made as of June 15, 2016, by and among each of the parties on the signature pages hereto (the “Holders”), and Communications Sales & Leasing, Inc., a Maryland corporation (“CS&L”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1.01.
Searchlight II CLS, L.P. c/o Searchlight Capital Partners, L.P. New York, NY 10151Communications Sales & Leasing, Inc. • August 11th, 2016 • Real estate investment trusts • New York
This letter agreement is being entered into in connection with the investment by Searchlight II CLS, L.P., a Delaware limited partnership (the “Purchaser”) in Communications Sales & Leasing, Inc., a Maryland corporation (the “Company”), pursuant to the Common Stock Subscription Agreement, dated as of June 9, 2016 (as amended, restated or modified from time to time, the “Subscription Agreement”), by and between Citigroup Global Markets Inc., a Delaware corporation (the “Seller”) and the Purchaser.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 11th, 2016 • Communications Sales & Leasing, Inc. • Real estate investment trusts • Delaware
This is the First Amendment (the “First Amendment”) to that certain Agreement and Plan of Merger dated as of June 20, 2016 (the “Merger Agreement”) by and among Communications Sales & Leasing, Inc., CSL Fiber Holdings LLC, Thor Merger Sub Inc., Tower Cloud, Inc., and Shareholder Representative Services LLC, in its capacity as the Equityholders’ Representative. The effective date of this First Amendment is August 11, 2016. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 11th, 2016 • Communications Sales & Leasing, Inc. • Real estate investment trusts • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 20, 2016 is made by and among Communications Sales & Leasing, Inc., a Maryland corporation (“Parent”), CSL Fiber Holdings LLC, a Delaware limited liability company and an indirect wholly owned Subsidiary (as defined below) of Parent (“Purchaser”), Thor Merger Sub Inc., a Delaware corporation and wholly owned Subsidiary of Purchaser (“Merger Sub”), Tower Cloud, Inc., a Delaware corporation (the “Company”) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Equityholders as set forth herein (the “Equityholders’ Representative”).
