Agreement and Plan of Reorganization Sample Contracts

Investar Holding Corp – AGREEMENT AND PLAN OF REORGANIZATION (July 31st, 2019)

This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) dated as of July 30, 2019 is by and among Investar Holding Corporation (“Investar”), a Louisiana corporation and bank holding company registered under the Bank Holding Company Act of 1956, as amended (“BHC Act”), Investar Bank, National Association (“Investar Bank”), a national banking association with its principal offices in Baton Rouge, Louisiana and wholly-owned subsidiary of Investar, and Bank of York (“Bank of York”), an Alabama state non-member bank with its principal offices in York, Alabama.

Spirit of Texas Bancshares, Inc. – AGREEMENT AND PLAN OF REORGANIZATION by and between SPIRIT OF TEXAS BANCSHARES, INC. and CHANDLER BANCORP, INC., and joined in by KIDD PARTNERS, LTD. Dated as of July 24, 2019 (July 24th, 2019)

This Agreement and Plan of Reorganization (“Agreement”), dated as of July 24, 2019, is by and between Spirit of Texas Bancshares, Inc. (“STXB”), a Texas corporation and bank holding company registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”), and Chandler Bancorp, Inc. (“CBI”), a Texas corporation and bank holding company registered under the BHC Act, and joined in by Kidd Partners, Ltd. (“KPL”), a Texas limited partnership, as the sole shareholder of CBI.

LegacyTexas Financial Group, Inc. – AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN PROSPERITY BANCSHARES, INC. AND LEGACYTEXAS FINANCIAL GROUP, INC. Dated as of June 16, 2019 (June 17th, 2019)

THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made and entered into as of the 16th day of June, 2019, by and between Prosperity Bancshares, Inc., a Texas corporation and registered financial holding company with its principal offices in Houston, Texas (“Prosperity”), and LegacyTexas Financial Group, Inc., a Maryland corporation and registered bank holding company with its principal offices in Plano, Texas (“Legacy”).

Prosperity Bancshares Inc – AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN PROSPERITY BANCSHARES, INC. AND LEGACYTEXAS FINANCIAL GROUP, INC. Dated as of June 16, 2019 (June 17th, 2019)

THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made and entered into as of the 16th day of June, 2019, by and between Prosperity Bancshares, Inc., a Texas corporation and registered financial holding company with its principal offices in Houston, Texas (“Prosperity”), and LegacyTexas Financial Group, Inc., a Maryland corporation and registered bank holding company with its principal offices in Plano, Texas (“Legacy”).

Elastic N.V. – AGREEMENT AND PLAN OF REORGANIZATION by and among ELASTIC N.V. AVENGERS ACQUISITION CORP. ENDGAME, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, as Securityholder Representative June 5, 2019 (June 5th, 2019)

This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of June 5, 2019 (the “Agreement Date”) by and among Elastic N.V., a Dutch public limited company (naamloze vennootschap) (“Acquiror”), Avengers Acquisition Corp., a Delaware corporation and direct wholly-owned subsidiary of Acquiror (“Merger Sub”), Endgame, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, as solely in its capacity as the representative, agent and attorney-in-fact of the Securityholders (the “Securityholder Representative”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to such terms in Annex A.

FireEye, Inc. – AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG FIREEYE, INC., VIKING MERGER CORPORATION, VIKING MERGER LLC, VERODIN, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC AS STOCKHOLDER REPRESENTATIVE (May 28th, 2019)

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of May 28, 2019 by and among FireEye, Inc., a Delaware corporation (“Parent”), Viking Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub I”), Viking Merger LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), Verodin, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative, agent and attorney-in-fact of the Indemnifying Parties (the “Stockholder Representative”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.

Pivotal Acquisition Corp – AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG PIVOTAL ACQUISITION CORP., PIVOTAL MERGER SUB CORP., LD TOPCO, INC. and CARLYLE EQUITY OPPORTUNITY GP, L.P. (SOLELY AS REPRESENTATIVE OF THE STOCKHOLDERS OF LD TOPCO, INC.) DATED AS OF MAY 20, 2019 (May 21st, 2019)

THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of May 20, 2019, by and among Pivotal Acquisition Corp., a Delaware corporation (“Parent”), Pivotal Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), LD Topco, Inc., a Delaware corporation (“Company”), and Carlyle Equity Opportunity GP, L.P., a Delaware limited partnership, solely in its capacity as the initial Representative hereunder. The term “Agreement” as used herein refers to this Agreement and Plan of Reorganization, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the Parent Schedule, as defined in the preambles to Articles II and III hereof, respectively). Each of Parent, Merger Sub, the Company and the Representative shall be referred to herein, individually, as a “Party” and, collectively, as the “Parties”. Except as otherwise indicated, capitalized terms used herein and not otherwise defined shall have t

Zovio Inc – AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG ZOVIO INC (FORMELY KNOWN AS BRIDGEPOINT EDUCATION, INC.) Toucan Merger Sub, Inc. TM MERGER SUB, LLC TutorMe.com, Inc. AND Jonathan Sciama AS THE SHAREHOLDER REPRESENTATIVE April 3, 2019 (May 9th, 2019)

THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of April 3, 2019 (the “Agreement Date”) by and among ZOVIO INC (FORMERLY KNOWN AS BRIDGEPOINT EDUCATION, INC.), a Delaware corporation (“Parent”), TOUCAN MERGER SUB, INC., a California corporation and direct wholly-owned subsidiary of Parent (“Merger Sub I”), TM MERGER SUB, LLC, a California limited liability company and direct wholly-owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), TUTORME.COM, INC., a California corporation (the “Company”), and Jonathan Sciama, an individual, solely in his capacity as the Shareholder representative (the “Shareholder Representative”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.

Zovio Inc – CERTAIN CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY "[***]" AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG BRIDGEPOINT EDUCATION, INC. FS MERGER SUB, INC. FS MERGER SUB, LLC FULLSTACK ACADEMY, INC. AND FORTIS ADVISORS LLC AS REPRESENTATIVE March 12, 2019 (May 9th, 2019)

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of March 12, 2019 (the “Agreement Date”) by and among BRIDGEPOINT EDUCATION, INC., a Delaware corporation (“Parent”), FS MERGER SUB, INC., a Delaware corporation and direct wholly-owned subsidiary of Parent (“Merger Sub I”), FS MERGER SUB, LLC, a Delaware limited liability company and direct wholly-owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), FULLSTACK ACADEMY, INC., a Delaware corporation (the “Company”), and FORTIS ADVISORS LLC, a Delaware limited liability company, solely in its capacity as representative (the “Representative”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.

Fast Lane Holdings, Inc. – AGREEMENT AND PLAN OF REORGANIZATION AND SEPARATION by and among (March 25th, 2019)

THIS AGREEMENT, is made this 28th day of December 2018, by and among Fast Lane Holdings, Inc., ("FLHI") and Giant Motorsports Delaware, Inc. ("GMOS Delaware").

Advisorone Funds – EXHIBIT A AGREEMENT AND PLAN OF REORGANIZATION AND TERMINATION (March 14th, 2019)

THIS AGREEMENT AND PLAN OF REORGANIZATION AND TERMINATION ("Agreement") is made as of [ ], 2019, among ADVISORONE FUNDS, a Delaware trust, with its principal place of business at 17605 Wright Street, Omaha, Nebraska 68130 (the "Trust"), on behalf of CLS International Equity Fund, a series of the Trust (the "Target Fund") and on behalf of CLS Global Diversified Equity Fund, a series of the Trust (the "Survivor Fund"); and, solely for purposes of paragraph 6, CLS Investments LLC, adviser to the Target Fund and Survivor Fund (the "Adviser"). Each Target Fund and Survivor Fund is sometimes referred to herein as a "Fund." Notwithstanding anything to the contrary contained herein, (1) the agreements, covenants, representations, warranties, actions, and obligations (collectively, "Obligations") of and by each Fund and of and by the Trust of which that Fund is a series, on that Fund's behalf shall be the Obligations of that Fund only, (2) all rights and benefits created hereunder in favor of a

German American Bancorp, Inc. – AGREEMENT AND PLAN OF REORGANIZATION by and among CITIZENS FIRST CORPORATION, a Kentucky corporation, CITIZENS FIRST BANK, INC., a Kentucky bank, GERMAN AMERICAN BANCORP, INC., an Indiana corporation, and GERMAN AMERICAN BANK, an Indiana bank February 21, 2019 (February 22nd, 2019)
Citizens First Corp – AGREEMENT AND PLAN OF REORGANIZATION by and among CITIZENS FIRST CORPORATION, a Kentucky corporation, CITIZENS FIRST BANK, INC., a Kentucky bank, GERMAN AMERICAN BANCORP, INC., an Indiana corporation, and GERMAN AMERICAN BANK, an Indiana bank February 21, 2019 (February 22nd, 2019)
Black Ridge Acquisition Corp. – AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG BLACK RIDGE ACQUISITION CORP., BLACK RIDGE MERGER SUB, CORP., ALLIED ESPORTS ENTERTAINMENT, INC., NOBLE LINK GLOBAL LIMITED, OURGAME INTERNATIONAL HOLDINGS LTD., AND PRIMO VITAL LTD. DATED AS OF DECEMBER 19, 2018 AGREEMENT AND PLAN OF REORGANIZATION (December 20th, 2018)

THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of December 19, 2018, by and among Black Ridge Acquisition Corp., a Delaware corporation (“Parent”), Black Ridge Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Allied Esports Entertainment, Inc., a Delaware corporation (“Company”), Noble Link Global Limited, a British Virgin Islands exempted company (“Noble”), Ourgame International Holdings Ltd., a Cayman Islands corporation (“Ourgame”), and Primo Vital Ltd., a British Virgin Islands exempted company and wholly owned subsidiary of Ourgame (“Primo”), which will be the holder of a majority of the outstanding capital stock of the Company immediately prior to the Transaction Effective Time (as defined below). The term “Agreement” as used herein refers to this Agreement and Plan of Reorganization, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule, Noble Schedule, and the P

StemGen, Inc. – AGREEMENT AND PLAN OF REORGANIZATION (December 19th, 2018)

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of the date of the last signature hereinbelow, by and among StemGen, Inc., a Delaware corporation (hereinafter referred to as “StemGen”), D3esports Corp., a Wyoming corporation (hereinafter referred to as “D3esports”), and the undersigned holders of securities of D3esports Corp. (“Securityholders”).

Spirit of Texas Bancshares, Inc. – AGREEMENT AND PLAN OF REORGANIZATION by and between SPIRIT OF TEXAS BANCSHARES, INC. and FIRST BEEVILLE FINANCIAL CORPORATION Dated as of November 27, 2018 (November 28th, 2018)

This Agreement and Plan of Reorganization (“Agreement”) dated as of November 27, 2018, is by and between Spirit of Texas Bancshares, Inc. (“Spirit”), a Texas corporation and bank holding company registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”), and First Beeville Financial Corporation (“Beeville”), a Texas corporation and bank holding company registered under the BHC Act.

Investar Holding Corp – AGREEMENT AND PLAN OF REORGANIZATION (October 10th, 2018)

This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) dated as of October 10, 2018 is by and among Investar Holding Corporation (“Investar”), a Louisiana corporation and bank holding company registered under the Bank Holding Company Act of 1956, as amended (“BHC Act”), Investar Bank (“Investar Bank”), a Louisiana state non-member bank with its principal offices in Baton Rouge, Louisiana and wholly-owned subsidiary of Investar, and Mainland Bank (“Mainland Bank”), a Texas state non-member bank with its principal offices in Texas City, Texas.

Union Bankshares Corp – AGREEMENT AND PLAN OF REORGANIZATION between UNION BANKSHARES CORPORATION and ACCESS NATIONAL CORPORATION October 4, 2018 (October 5th, 2018)
Access National Corp – AGREEMENT AND PLAN OF REORGANIZATION between UNION BANKSHARES CORPORATION and ACCESS NATIONAL CORPORATION October 4, 2018 (October 5th, 2018)
HomeTown Bankshares Corp – AGREEMENT AND PLAN OF REORGANIZATION between AMERICAN NATIONAL BANKSHARES INC. and HOMETOWN BANKSHARES CORPORATION October 1, 2018 (October 5th, 2018)

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of October 1, 2018, between AMERICAN NATIONAL BANKSHARES INC., a Virginia corporation (“American”), and HOMETOWN BANKSHARES CORPORATION, a Virginia corporation (“HomeTown”).

American National Bankshares Inc. – AGREEMENT AND PLAN OF REORGANIZATION between AMERICAN NATIONAL BANKSHARES INC. and HOMETOWN BANKSHARES CORPORATION October 1, 2018 (October 5th, 2018)

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of October 1, 2018, between AMERICAN NATIONAL BANKSHARES INC., a Virginia corporation (“American”), and HOMETOWN BANKSHARES CORPORATION, a Virginia corporation (“HomeTown”).

Biolargo, Inc. – STOCK PURCHASE AGREEMENT AND PLAN OF REORGANIZATION (October 2nd, 2018)

This Stock Purchase Agreement and Plan of Reorganization (the “Agreement”), dated as of the 26th day of September, 2018, is made and entered into by and among Clyra Acquisition Corp., a California corporation (the “Company”), Clyra Medical Technologies, Inc. a California corporation (“Clyra”), Scion Solutions, LLC, an Indiana limited liability company (“Scion”), and BioLargo, Inc., a Delaware corporation as the Clyra Shareholder Representative (“Clyra Shareholder Representative”).

Wsfs Financial Corp – AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN WSFS FINANCIAL CORPORATION AND BENEFICIAL BANCORP, INC. Dated as of August 7, 2018 (August 8th, 2018)

THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of August 7, 2018, by and between WSFS Financial Corporation (“WSFS”), a Delaware corporation, and Beneficial Bancorp, Inc. (“Beneficial”), a Maryland corporation.

Beneficial Bancorp Inc. – AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN WSFS FINANCIAL CORPORATION AND BENEFICIAL BANCORP, INC. Dated as of August 7, 2018 (August 8th, 2018)

THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of August 7, 2018, by and between WSFS Financial Corporation (“WSFS”), a Delaware corporation, and Beneficial Bancorp, Inc. (“Beneficial”), a Maryland corporation.

Green Bancorp, Inc. – AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG VERITEX HOLDINGS, INC., MUSTMS, INC. AND GREEN BANCORP, INC. Dated as of July 23, 2018 (July 24th, 2018)

THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of July 23, 2018, by and among Veritex Holdings, Inc. (“Veritex”), a Texas corporation, MustMS, Inc. (“Merger Sub”), a Texas corporation and a wholly owned subsidiary of Veritex, and Green Bancorp, Inc. (“Green”), a Texas corporation.

Veritex Holdings, Inc. – AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG VERITEX HOLDINGS, INC., MUSTMS, INC. AND GREEN BANCORP, INC. Dated as of July 23, 2018 (July 24th, 2018)

THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of July 23, 2018, by and among Veritex Holdings, Inc. (“Veritex”), a Texas corporation, MustMS, Inc. (“Merger Sub”), a Texas corporation and a wholly owned subsidiary of Veritex, and Green Bancorp, Inc. (“Green”), a Texas corporation.

Spirit of Texas Bancshares, Inc. – AGREEMENT AND PLAN OF REORGANIZATION by and between SPIRIT OF TEXAS BANCSHARES, INC. and COMANCHE NATIONAL CORPORATION Dated as of July 19, 2018 (July 19th, 2018)

This Agreement and Plan of Reorganization (“Agreement”) dated as of July 19, 2018, is by and between Spirit of Texas Bancshares, Inc. (“Spirit”), a Texas corporation and bank holding company registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”), and Comanche National Corporation (“Comanche”), a Texas corporation and bank holding company registered under the BHC Act.

Business First Bancshares, Inc. – AGREEMENT AND PLAN OF REORGANIZATION BY AND between BUSINESS FIRST BANCSHARES, INC. BATON ROUGE, LOUISIANA AND RICHLAND STATE BANCORP, INC. Rayville, LOUISIANA DATED AS OF June 1, 2018 (June 4th, 2018)

This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of June 1, 2018, by and between Business First Bancshares, Inc., a Louisiana corporation and registered bank holding company (“BFST”) and Richland State Bancorp, Inc., a Louisiana corporation and registered bank holding company (“RSBI”).

Independent Bank Group, Inc. – AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN INDEPENDENT BANK GROUP, INC. MCKINNEY, TEXAS AND GUARANTY BANCORP DENVER, COLORADO Dated as of May 22, 2018 (May 23rd, 2018)

THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made and entered into as of the 22nd day of May, 2018, by and between Independent Bank Group, Inc., a Texas corporation and registered bank holding company with its principal offices in McKinney, Texas (“IBG”), and Guaranty Bancorp, a Delaware corporation and registered bank holding company with its principal offices in Denver, Colorado (“GBNK”).

Guaranty Bancorp – AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN INDEPENDENT BANK GROUP, INC. MCKINNEY, TEXAS AND GUARANTY BANCORP DENVER, COLORADO Dated as of May 22, 2018 (May 23rd, 2018)

THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made and entered into as of the 22nd day of May, 2018, by and between Independent Bank Group, Inc., a Texas corporation and registered bank holding company with its principal offices in McKinney, Texas (“IBG”), and Guaranty Bancorp, a Delaware corporation and registered bank holding company with its principal offices in Denver, Colorado (“GBNK”).

German American Bancorp, Inc. – AGREEMENT AND PLAN OF REORGANIZATION by and among FIRST SECURITY, INC., a Kentucky corporation, FIRST SECURITY BANK, INC., a Kentucky bank, GERMAN AMERICAN BANCORP, INC., an Indiana corporation, and GERMAN AMERICAN BANK, an Indiana bank May 22, 2018 (May 22nd, 2018)
Allegiance Bancshares, Inc. – AGREEMENT AND PLAN OF REORGANIZATION by and between ALLEGIANCE BANCSHARES, INC. and (May 1st, 2018)

This Agreement and Plan of Reorganization (“Agreement”) dated as of April 30, 2018, is by and between Allegiance Bancshares, Inc. (“Allegiance”), a Texas corporation and bank holding company registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”), and Post Oak Bancshares, Inc. (the “Company”), a Texas corporation and bank holding company registered under the BHC Act.

Square, Inc. – AGREEMENT AND PLAN OF REORGANIZATION by and among SQUARE, INC., FOREST MERGER SUB, INC., FOREST MERGER LLC WEEBLY, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, As Stockholder Representative APRIL 26, 2018 (April 26th, 2018)

THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of April 26, 2018 by and among Square, Inc., a Delaware corporation (“Parent”), Forest Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub I”), Forest Merger LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), Weebly, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative of the Indemnifying Parties (the “Stockholder Representative”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.

Naked Brand Group Inc. – AMENDMENT NO. 4 TO AGREEMENT AND PLAN OF REORGANIZATION (April 23rd, 2018)
Surge Holdings, Inc. – AGREEMENT AND PLAN OF REORGANIZATION Among SURGE HOLDINGS, INC. TRUE WIRELESS ACQUISITION, INC. And TRUE WIRELESS, INC. AGREEMENT AND PLAN OF REORGANIZATION (April 16th, 2018)

This Agreement and Plan of Reorganization (hereafter the “Agreement”) is entered into effective as of the Effective Date (as defined below) by and among Surge Holdings, Inc., a Nevada Corporation (hereinafter “Parent”), True Wireless Acquisition, Inc., a newly formed Nevada corporation (hereafter “Acquisition Sub”), True Wireless, Inc., an Oklahoma corporation formerly True Wireless, LLC, an Oklahoma limited liability company (hereafter “TW”) and Kevin Brian Cox, the President and a majority interest holder in TW, (hereafter “Cox”).