Contract analysis

Section 1.1 — The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with Section 251 of the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company (the "Merger"). As a result of the Merger, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation of the Merger (the "Surviving Cor

Section 1.2 — Effective Time; Closing. (a) The closing of the Merger (the "Closing") shall take place on the second (2nd) Business Day following the satisfaction or waiver (to the extent permitted by applicable Law) of all of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the C

Section 1.3 — Effects of the Merger. The Merger shall have the effects set forth in the applicable provisions of the DGCL, including Sections 259, 260, and 261 thereof. Without limiting the generality of the foregoing, at the Effective Time, all of the property, rights, privileges, powers, and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, re

Section 1.4 — Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated in its entirety to read as set forth in the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A, and, as so amended and restated, shall be the certificate of incorp

Section 1.5 — Bylaws of the Surviving Corporation. At the Effective Time, the bylaws of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated in their entirety to read as set forth in the Amended and Restated Bylaws attached hereto as Exhibit B, and, as so amended and restated, shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with the p

Section 1.6 — Directors and Officers of the Surviving Corporation. (a) The directors of the Surviving Corporation from and after the Effective Time shall be those individuals designated by Parent prior to the Closing, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified, or until th

ARTICLE II — MERGER CONSIDERATION; CONVERSION OF SHARES; EXCHANGE PROCEDURES

Section 2.1 — Merger Consideration. The aggregate consideration for the Merger shall be Seven Hundred Fifty Million Dollars ($750,000,000) in cash (the "Aggregate Merger Consideration"), without interest, subject to adjustment as set forth in Section 2.6. The Aggregate Merger Consideration shall be payable entirely in cash. No stock, securities, or other non-cash consideration shall be issued or paid in connection wi

Section 2.2 — Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any shares of capital stock of the Company or Merger Sub: (a) Company Common Stock. Each share of common stock, par value $0.001 per share, of the Company (the "Company Common Stock") issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and Dissen

Section 2.3 — Treatment of Company Equity Awards. (a) Company Stock Options. At the Effective Time, each outstanding and unexercised option to purchase shares of Company Common Stock granted under any Company equity incentive plan (each, a "Company Stock Option"), whether or not then vested and exercisable (including any Company Stock Option that becomes vested and exercisable by reason of the acceleration provisions

Section 2.4 — Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any holder who has properly demanded and perfected appraisal rights with respect to such shares in accordance with Section 262 of the DGCL and who has not effectively withdrawn or lost the right to a

Section 2.5 — Exchange Procedures. (a) Paying Agent. Prior to the Effective Time, Parent shall appoint Trident Transfer Agency, Inc., located at 480 Washington Boulevard, Jersey City, New Jersey 07310, to act as exchange agent and paying agent for the payment of the Per Share Merger Consideration in respect of shares of Company Common Stock converted pursuant to Section 2.2(a) (the "Paying Agent"), pursuant to an agr

Section 2.6 — Working Capital Adjustment. (a) Target Net Working Capital. The "Target NWC" shall be Fourteen Million Eight Hundred Thousand Dollars ($14,800,000). (b) Estimated Closing Statement. Not less than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent a written statement (the "Estimated Closing Statement") setting forth the Company's good faith estimate of the

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE COMPANY Except as set forth in the disclosure schedules delivered by the Company to Parent concurrently with the execution and delivery of this Agreement (the "Company Disclosure Schedules") (it being agreed that disclosure of any item in any section or subsection of the Company Disclosure Schedules shall be deemed disclosure with respect to any other section or sub

Section 3.1 — Organization and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted. The Company is duly qualified or licensed to do business and is in good standing (o

Section 3.2 of the Company Disclosure Schedules sets forth a true and complete list of each Subsidiary of the Company, together with each such Subsidiary's jurisdiction of organization, authorized and outstanding equity interests, and the identity of each holder of equity interests in such Subsidiary. Each Subsidiary of the Company is duly organized, validly existing, and in good standing (or the equivalent thereof)

Section 3.3 — Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 shares of Company Common Stock, par value $0.001 per share, of which, as of the date of this Agreement, 41,200,000 shares are issued and outstanding, and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share, none of which are issued or outstanding. All issued and outstanding shares of Company Com

Section 3.4 — Authority; No Conflict. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject, in the case of consummation of the Merger, to the adoption of this Agreement by holders of a majority of the outstanding shares of Company Common Stock in accordance with DGCL Section 251(c) (the "Stockholder Approv

Section 3.5 — Required Consents and Approvals. The execution, delivery, and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby, require the following Consents, approvals, authorizations, or permits from, or filings with or notifications to, Governmental Authorities and third parties: (a) the filing of a premerger notification report under the Hart

Section 3.6 — Financial Statements. (a) Section 3.6 of the Company Disclosure Schedules sets forth true and complete copies of (i) the audited consolidated financial statements of the Company and its Subsidiaries as of and for the fiscal years ended December 31, 2022, December 31, 2023, and December 31, 2024 (the "Annual Financial Statements"), and (ii) the unaudited consolidated financial statements of the Company a

Section 3.7 — Absence of Certain Changes. Since December 31, 2024 through the date of this Agreement, (a) the Company and its Subsidiaries have conducted their business in the ordinary course in all material respects, and (b) there has not been any event, occurrence, development, or state of circumstances or facts that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adver

Section 3.8 — Compliance with Laws. The Company and its Subsidiaries are, and since January 1, 2022 have been, in material compliance with all applicable Laws, including all applicable telecommunications regulations, FCC rules and regulations, and State PUC regulations. Since January 1, 2022, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority alleging any m

Section 3.9 — Litigation. There are no Actions pending or, to the Company's Knowledge, threatened in writing against the Company or any of its Subsidiaries that would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or that challenge the validity or enforceability of this Agreement or seek to enjoin or prohibit consummation of the Merger, except as set forth in Section 3.9

Section 3.10 — Taxes. (a) The Company and each of its Subsidiaries have timely filed (or caused to be timely filed) all material Tax Returns required to be filed by them (taking into account applicable extensions), and all such Tax Returns are true, correct, and complete in all material respects. The Company and each of its Subsidiaries have timely paid (or caused to be timely paid) all material Taxes due and owing (

Section 3.11 — Employee Benefit Plans. (a) Section 3.11(a) of the Company Disclosure Schedules sets forth a true and complete list of each material "employee benefit plan" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and each material bonus, stock option, equity incentive, equity purchase, restricted stock, restricted stock unit, stock appreciation right,

Section 3.12 — Employment Matters. (a) Section 3.12(a) of the Company Disclosure Schedules sets forth a true and complete list of each material employment agreement, consulting agreement, offer letter, severance agreement, change in control agreement, or similar agreement to which the Company or any of its Subsidiaries is a party, including the employment agreements with the following key executives: (i) Derek Holmgr

Section 3.13 — Intellectual Property. (a) Section 3.13(a) of the Company Disclosure Schedules sets forth a true and complete list of all material intellectual Property owned by the Company or any of its Subsidiaries that is the subject of a registration, application, or filing with a Governmental Authority (the "Company Registered IP"), including all material patents, registered trademarks, registered copyrights, and

Section 3.14 — Real Property; Easements; Rights-of-Way. (a) Section 3.14(a) of the Company Disclosure Schedules sets forth a true and complete list of all real property owned in fee simple by the Company or any of its Subsidiaries (the "Owned Real Property"). The Company or one of its Subsidiaries has good and marketable fee simple title to each parcel of Owned Real Property, free and clear of all Liens except Permit

Section 3.15 — Environmental Matters. (a) The Company and its Subsidiaries are, and since January 1, 2022 have been, in material compliance with all applicable Environmental Laws. (b) Neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority or any third party alleging any material violation of, or material liability under, any Environmental Law that remains unres

Section 3.16 — Material Contracts. (a) Section 3.16(a) of the Company Disclosure