Multiband (MBND) DEFA14A Additional proxy soliciting materials

Execution Version

AGREEMENT AND PLAN OF MERGER

by and among

GOODMAN NETWORKS INCORPORATED,

MANATEE MERGER SUB CORPORATION

and

MULTIBAND CORPORATION,

dated as of

May 21, 2013

Execution Version

TABLE OF CONTENTS

			Page
Article I. THE MERGER			2
	Section 1.1	The Merger	2
	Section 1.2	Closing	2
	Section 1.3	Effective Time	2
	Section 1.4	Effect of the Merger	2
	Section 1.5	Articles of Incorporation; Bylaws	2
	Section 1.6	Directors and Officers of the Surviving Corporation	3
Article II. EFFECT OF THE MERGER ON Equity Interests			3
	Section 2.1	Conversion of Securities	3
	Section 2.2	Payment; Surrender; Stock Transfer Books	4
	Section 2.3	Treatment of the Stock Plans; Warrants	6
	Section 2.4	Dissenting Shares	8
	Section 2.5	Subsequent Actions	9
	Section 2.6	Adjustments	9
	Section 2.7	Lost Certificates	9
Article III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY			10
	Section 3.1	Organization	10
	Section 3.2	Authorization; Validity of Agreement; Company Action	10
	Section 3.3	Consents and Approvals; No Violations	11
	Section 3.4	Capitalization	12
	Section 3.5	SEC Reports and Financial Statements	14
	Section 3.6	Absence of Certain Changes	17
	Section 3.7	No Undisclosed Material Liabilities	17
	Section 3.8	Compliance with Laws and Court Orders	17
	Section 3.9	Material Contracts	18
	Section 3.10	Information in Proxy Statement	20
	Section 3.11	Litigation	21
	Section 3.12	Labor and Employment Matters	21
	Section 3.13	Employee Compensation and Benefit Plans; ERISA	22
	Section 3.14	Properties	24
	Section 3.15	Intellectual Property	25

-i-

	Section 3.16	Environmental Laws	27
	Section 3.17	Taxes	28
	Section 3.18	No Rights Plan	30
	Section 3.19	Termination of MDUC Acquisition Agreement	30
	Section 3.20	Third Party Acquisition Agreements	30
	Section 3.21	Fairness Opinion	31
	Section 3.22	Brokers or Finders	31
	Section 3.23	State Takeover Statutes	31
	Section 3.24	Insurance	31
	Section 3.25	Related Party Transactions	31
	Section 3.26	Illegal Payments, etc.	32
Article IV. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB			32
	Section 4.1	Organization; Ownership of Merger Sub	32
	Section 4.2	Authorization; Validity of Agreement; Necessary Action	32
	Section 4.3	Consents and Approvals; No Violations	33
	Section 4.4	Ownership of Common Shares	33
	Section 4.5	Information in Proxy Statement	33
Article V. PRE-CLOSING COVENANTS			33
	Section 5.1	Interim Operations of the Company	33
	Section 5.2	Other Actions	36
	Section 5.3	Solicitation	37
	Section 5.4	Cooperation	40
	Section 5.5	Company Warrants	41
	Section 5.6	Employee Options	41
	Section 5.7	SEC Filing Covenant	42
	Section 5.8	Section 16 Matters	42
Article VI. ADDITIONAL AGREEMENTS			42
	Section 6.1	Preparation of Proxy Statement	42
	Section 6.2	Shareholders Meeting	43
	Section 6.3	Commercially Reasonable Efforts	43
	Section 6.4	Notification of Certain Matters	45
	Section 6.5	Access; Confidentiality	46

-ii-

	Section 6.6	Publicity	47
	Section 6.7	Indemnification; Directors’ and Officers’ Insurance	47
	Section 6.8	Merger Sub Compliance	48
	Section 6.9	Employee Matters	48
	Section 6.10	State Takeover Laws	49
Article VII. CONDITIONS			50
	Section 7.1	Conditions to Each Party’s Obligation to Effect the Merger	50
	Section 7.2	Conditions to Obligations of Parent and Merger Sub	50
	Section 7.3	Conditions to Obligations of the Company	51
	Section 7.4	Frustration of Closing Conditions	52
Article VIII. TERMINATION			52
	Section 8.1	Termination	52
	Section 8.2	Notice of Termination	54
	Section 8.3	Effect of Termination	54
Article IX. MISCELLANEOUS			56
	Section 9.1	Amendment and Waivers	56
	Section 9.2	Non-survival of Representations and Warranties	56
	Section 9.3	Expenses	56
	Section 9.4	Notices	56
	Section 9.5	Counterparts; Execution	57
	Section 9.6	Entire Agreement; No Third Party Beneficiaries	57
	Section 9.7	Severability	58
	Section 9.8	Governing Law	58
	Section 9.9	Assignment	58
	Section 9.10	Consent to Jurisdiction	58
	Section 9.11	Exculpation of Debt Financing Parties	59
Article X. DEFINITIONS; INTERPRETATION			59
	Section 10.1	Definitions	59
	Section 10.2	Other Definitional and Interpretative Provisions	71
	Section 10.3	Company Disclosure Letter	72

-iii-

Exhibit List

Exhibit A	Articles of Incorporation of Surviving Corporation
Exhibit B	Bylaws of Surviving Corporation
Exhibit C	Form of Warrant Termination Agreement

-iv-

Execution Version

AGREEMENT AND PLAN OF MERGER

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 Texascorporation (“Parent”), Manatee Merger Sub Corporation, a Minnesota corporation and a wholly owned subsidiary of Parent (“Merger Sub”), andMultiband Corporation, a Minnesota corporation (the “Company”). Capitalized terms used herein shall have the meanings set forth inSection 10.1 hereof.

RECITALS

WHEREAS, the respective boards of directors of Parent and Merger Sub each have approved, and declared it advisable to consummate, the acquisition of the Company by Merger Sub by means of a merger of Merger Sub with and into the Company (the “Merger”) upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the Board of Directors of the Company (the “Company Board”), acting upon the unanimous recommendation of a committee of the Company Board consisting only of independent and disinterested directors of the Company (the “Special Committee”), unanimously (i) has determined that the Merger is advisable and in the best interests of the Company and its shareholders, (ii) has approved this Agreement, the plan of merger (as such term is used in Section 302A.611 of the Minnesota Business Corporation Act (the “MBCA”)) contained in this Agreement (the “Plan of Merger”) and the Merger upon the terms and subject to the conditions set forth in this Agreement and (iii) is recommending that the Company’s shareholders approve the Merger and adopt the Plan of Merger, as applicable;

WHEREAS, in the Merger, upon the terms and subject to the conditions of this Agreement, each issued and outstanding share of common stock, no par value, of the Company (the “Company Common Stock”), except Excluded Shares (as defined herein) and Dissenting Shares (as defined herein), will be converted into the right to receive the Common Share Merger Consideration;

WHEREAS, in the Merger, upon the terms and subject to the conditions of this Agreement, each issued and outstanding Preferred Share, except Preferred Shares held by holders who comply with the provisions of the MBCA regarding the right of shareholders to dissent from the Merger, will be converted into the right to receive the Preferred Liquidation Consideration; and

WHEREAS, the parties desire to make certain representations, warranties, covenants and agreements in connection with the Merger and the transactions contemplated by this Agreement (including the Merger, the “Transactions”) and also to prescribe certain conditions to the Merger.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, upon the terms and subject to the conditions of this Agreement, the parties to this Agreement agree as follows:

-1-

Article I.

THEMERGER

Section 1.1TheMerger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the MBCA, at the Effective Time, (a) Merger Sub will be merged with and into the Company, and (b) the separate corporate existence of Merger Sub will cease. Following the Merger, the Company will continue as the surviving corporation (the “Surviving Corporation”) and will succeed to and assume all of the rights and obligations of Merger Sub in accordance with the MBCA.

Section 1.2Closing. The closing of the Merger (the “Closing”) shall take place as soon as reasonably practicable, but in no event later than the second Business Day, after the satisfaction or waiver of all of the conditions set forth inArticle VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or waiver of such conditions) (the “Closing Date”), at 10:00 a.m. Dallas time at the offices of Haynes and Boone, LLP, 2323 Victory Avenue, Suite 700, Dallas, Texas 75219, unless another date or place is agreed to in writing by the parties to this Agreement.

Section 1.3Effective Time. The Merger shall become effective when the articles of merger (the “Articles of Merger”), executed in accordance with the relevant provisions of the MBCA, are filed with the Secretary of State of the State of Minnesota;provided,however, that, upon the mutual consent of Merger Sub and the Company, the Articles of Merger may provide for a later date or time of effectiveness of the Merger (the date and time of the filing of the Articles of Merger with the Secretary of State of the State of Minnesota, or such later time as is specified in the Articles of Merger and as agreed to by Parent and the Company, being the “Effective Time”). The filing of the Articles of Merger shall be made on the Closing Date.

Section 1.4Effect of theMerger. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, all the property, rights, privileges, immunities, powers, franchises and authority of the Company and Merger Sub shall vest in the Surviving Corporation and all debts, liabilities, obligations, restrictions and duties of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation. For all purposes, all of the document deliveries and other actions to occur at the Closing will be conclusively presumed to have occurred at the same time, immediately prior to the Effective Time, unless otherwise specifically set forth in the applicable document.

Section 1.5Articles of Incorporation; Bylaws.

(a)At theEffective Time, theArticles of Incorporationof theCompany, as amended, shall be amended to read in the form attached hereto asExhibit Aand, as so amended, shall be the articles of incorporation of theSurviving Corporationuntil thereafter amended in accordance with its terms and applicableLaw.

-2-

(b)At theEffective Time, the Bylaws of theCompany, as amended, shall be amended to read in the form attached hereto asExhibit Band, as so amended, shall be the bylaws of theSurviving Corporationuntil thereafter amended in accordance with their terms, the articles of incorporation of theSurviving Corporationand applicableLaw.

Section 1.6Directors and Officersof the Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time will be the initial directors of the Surviving Corporation, in each case until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the articles of incorporation and the bylaws of the Surviving Corporation. At the Effective Time, the directors of the Surviving Corporation shall appoint James L. Mandel as the Chief Executive Officer of the Surviving Corporation and Steve M. Bell as the Chief Financial Officer of the Surviving Corporation, in each case until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the articles of incorporation and the bylaws of the Surviving Corporation.

Article II.

EFFECT OF THEMERGERONEquity Interests

Section 2.1Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action required on the part of Parent, Merger Sub, the Company or the holders of Equity Interests or the holders of securities of Parent, Merger Sub or the Company, the following shall occur:

(a)Each share of capital stock ofMerger Subissued and outstanding immediately prior to theEffective Timewill thereafter be converted into and represent one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of theSurviving Corporation(and thesharesof theSurviving Corporationinto which thesharesofMerger Subcapital stock are so converted shall be the onlysharesof theSurviving Corporation’s capital stock that are issued and outstanding immediately after theEffective Time). Eachcertificateevidencing ownership ofsharesofMerger Subcommon stock will evidence ownership of suchsharesof common stock of theSurviving Corporation.

(b)EachEquity Interestheld by theCompany(in the treasury or otherwise) and eachEquity Interestowned byParent, any direct or indirect wholly-ownedSubsidiaryofParentor any Affiliate ofParent(collectively, the “Excluded Shares”) immediately prior to theEffective Timeshall be canceled and extinguished and shall cease to exist, and no payment or other consideration shall be made with respect to suchEquity Interest.

(c)EachCommon Shareissued and outstanding immediately prior to theEffective Time(other than anyExcluded Sharesand anyDissenting Shares) shall be canceled and extinguished and shall be converted into the right to receive $3.25 perCommon Sharein cash, less applicableTaxes, if any, required to be withheld with respect to such payment, payable to the holder of suchCommon Share, without interest (the “Common Share Merger Consideration” and, together with thePreferred Liquidation Consideration, theCompany Restricted Share Considerationand theOption Consideration, the “Merger Consideration”). All suchCommon Shares, when so converted, will no longer be outstanding and automatically will be canceled and extinguished and shall cease to exist.

-3-

(d)EachPreferred Shareissued and outstanding immediately prior to theEffective Time(other than anyDissenting Shares) shall be canceled and extinguished and shall be converted into the right to receive a cash payment in accordance with the terms of the applicablecertificateof designation as follows (the payments made pursuant to thisSection 2.1(d)shall be referred tohereincollectively as the “Preferred Liquidation Consideration”):

(i)The holder of each issued and outstanding share ofClass A Preferred Stockshall be entitled to receive a cash payment equal to thePer Share Class A Liquidation Paymentin exchange for each such share.

(ii)The holder of each issued and outstanding share ofClass C Preferred Stockshall be entitled to receive a cash payment equal to thePer Share Class C Liquidation Paymentin exchange for each such share.

(iii)The holder of each issued and outstanding share ofClass F Preferred Stockshall be entitled to receive a cash payment equal to thePer Share Class F Liquidation Paymentin exchange for each such share.

Upon such conversion, all such Preferred Shares shall no longer be outstanding and shall automatically be canceled and retired. As of the date of this Agreement, there are no outstanding shares of Class B Cumulative Convertible Preferred Stock, Class D Cumulative Convertible Preferred Stock, Class E Preferred Stock, Class G Convertible Preferred Stock, Series H Convertible Preferred Stock, Series I Convertible Preferred Stock, or Series J Convertible Preferred Stock.

(e)Each holder of aShareorShares(other than anyExcluded Sharesand anyDissenting Shares) will cease to have any rights with respect to suchShareorShares, except the right to receive theMerger Considerationfor suchShareorShares, upon surrender of the certificate formerly representing suchShareorShares(a “Certificate”), subject to the provisions ofSection 2.7, and, in the case of uncertificated Shares (the “Uncertificated Shares”), the book entry transfer of suchShareorShares, upon receipt by thePaying Agentof evidence of transfer as thePaying Agentmay reasonably request, each in the manner provided inSection 2.2.

Section 2.2Payment; Surrender; Stock Transfer Books.

(a)Before theEffective Time,Parentshall designate, at its election, theCompany’s transfer agent or another bank or trustcompanyreasonably acceptable to theCompanyto act as agent for theSurviving Corporationin connection with the Merger (the “Paying Agent”) to receive the funds necessary to make the payments contemplated bySection 2.1andSection 2.3pursuant to procedures reasonably acceptable to theCompany. At theEffective Time,ParentorMerger Subshall deposit, or cause to be deposited, with thePaying Agentin a separate account for the benefit of holders ofShares(other than theDissenting SharesandExcluded Shares) (the “Payment Fund”) the aggregate consideration to which such holders shall be entitled at theEffective Timepursuant toSection 2.1andSection 2.3, as applicable. If, for any reason, the cash in the Payment Fund shall be insufficient to fully satisfy all of the payment obligations to be made in cash byParent hereunderpursuant toSection 2.1andSection 2.3,Parentshall promptly deposit, or cause to be deposited, cash into the Payment Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such cash payment obligations.

-4-

(b)As soon as reasonably practicable after theEffective Time, but in any event no later than five (5)Business Daysfollowing theEffective Time,Parentshall cause thePaying Agentto mail to each holder of record ofShareswhich were converted into the right to receive theMerger Considerationpursuant toSection 2.1andSection 2.3 (i) a letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to theShareswill pass, only upon delivery of theCertificateorCertificatesrepresenting suchSharesto thePaying Agentor, with respect toUncertificated Shares, book entry transfer of theUncertificated SharestoPaying Agent, and will be in such form and have such other provisions as theCompanyandMerger Submay reasonably specify) and(ii) instructions for use in surrenderingCertificatesor transferring theUncertificated Sharesin exchange for theMerger Consideration. Each holder of aCertificateorCertificatesor anUncertificated ShareorUncertificated Sharesmay thereafter, until the first anniversary of theEffective Time, surrender any suchCertificateorCertificatesto thePaying Agentunder cover of the letter of transmittal or transfer any suchUncertificated Sharesby book entry transfer of suchUncertificated ShareorUncertificated Sharesupon receipt by thePaying Agentof evidence of transfer as thePaying Agentmay reasonably request (each a “Valid Transfer”). Upon the completion of aValid Transferon or before the first anniversary of theEffective Time,Paying Agentshall, andParentshall cause thePaying Agentto, pay the holder of suchSharescash in an amount equal to theMerger Consideration, less anyTaxesrequired to be withheld and without interest, to which such holder is entitled pursuant toSection 2.1andSection 2.3. Until so surrendered, eachCertificate(other thanCertificatesrepresentingDissenting SharesandExcluded Shares) orUncertificated Sharewill represent solely the right to receive the aggregateMerger Considerationrelating to suchShares.

(c)If payment of theMerger Considerationin respect of canceledSharesis to be made to aPersonother than thePersonin whose name a surrenderedCertificateor the transferredUncertificated Shareis registered, it will be a condition to such payment that (i) either theCertificateso surrendered will be properly endorsed or otherwise be in proper form for transfer or suchUncertificated Shareshall be properly transferred and (ii) thePersonrequesting such payment shall pay to thePaying Agentany transferTaxesor otherTaxesrequired by reason of such payment in a name other than that of the registered holder of theCertificateorUncertificated Sharesurrendered or shall have established to the satisfaction ofMerger Subor thePaying Agentthat suchTaxeither has been paid or is not applicable. TheMerger Considerationpaid upon the surrender for exchange ofCertificatesor transfer ofUncertificated Sharesin accordance with the terms of thisArticle IIwill be deemed to have been paid in full satisfaction of all rights pertaining to theSharestheretofore represented by suchCertificatesor suchUncertificated Shares, subject, however, to theSurviving Corporation’s obligation to pay any dividends or make any other distributions, in each case with a record date (i) prior to theEffective Timethat may have been declared or made by theCompanyon suchSharesin accordance with the terms of thisAgreementor (ii) prior tothe date of this Agreement, and in each case which remain unpaid at theEffective Time.

-5-

(d)At theEffective Time, the stock transfer books of theCompanywill be closed and there will not be any further registration of transfers of anysharesof theCompany’s capital stock thereafter on the records of theCompany. From and after theEffective Time, the holders ofShareswill cease to have any rights with respect to any suchShares, except as otherwise provided for in thisAgreementor by applicableLaw. If, after theEffective Time,Certificatesare presented to theSurviving Corporation, they will be canceled and exchanged forMerger Considerationas provided in thisArticle II. Except for interest required to be paid with respect toDissenting Sharespursuant to theMBCA, no interest will accrue or be paid on any cash payable to holders ofSharespursuant to the provisions of thisArticle II.

(e)Promptly following the date of the first anniversary of theEffective Time, the Surviving Corporation will be entitled to require thePaying Agentto deliver to it any cash (includingany interest received with respect to such cash) that had been made available to thePaying Agentand that, as of the date of the first anniversary of theEffective Time, has not been disbursed to holders ofCertificatesorUncertificated Shares, and thereafter such holders will be entitled to look to theSurviving Corporation(subject to abandoned property, escheat or similarLaws) only as general creditors of theSurviving Corporationwith respect to theMerger Considerationpayable upon due surrender of theirCertificatesor transfer of theirUncertificated Shares, without any interest on and less anyTaxesrequired to be withheld from suchMerger Consideration. Notwithstanding the foregoing, neitherParent, nor the Surviving Corporation nor thePaying Agentwill be liable to any holder of aCertificate for Merger Considerationdelivered to a public official pursuant to any applicable abandoned property, escheat or similarLaw.

(f)Notwithstanding any provision in thisAgreementto the contrary,Parent, the Surviving Corporation and thePaying Agentshall be entitled to deduct and withhold from the consideration otherwise payable under thisAgreementto any holder ofShares, and from amounts payable pursuant toSection 2.3, such amounts as are required to be withheld or deducted under theCode, the rules and regulations promulgated thereunder, or any other provision ofU.S.federal, state, local or foreignTax Lawwith respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicableGovernmental EntitybyParent, the Surviving Corporation or thePaying Agent, such withheld or deducted amounts shall be treated for all purposes of thisAgreementas having been paid to thePersonin respect of which such deduction and withholding were made.

Section 2.3Treatment of the Stock Plans; Warrants.

(a)At theEffective Time, each then-outstanding and unexercised option to purchaseCommon Sharesunder theDirector Stock Plan(each a “Director Option”), whether vested or unvested,by virtue of the Merger and without any action on the part of the holder thereof, shall become fully vested, and shallautomatically be canceled, and shall be converted into and thereafter represent only the right to receive, in settlement thereof, a cash payment, less any applicableTaxesrequired to be withheld and without interest, equal to the product, if a positive number, of (i) the excess, if any, of theCommon Share Merger Considerationover the per share exercise price of such Director Option and (ii) the number ofCommon Sharessubject to such Director Option (the “Director Option Consideration”);provided,however, that any Director Option for which the per share exercise price equals or exceeds theCommon Share Merger Considerationshall terminate and be canceled without any payment in respect thereof.

-6-

(b)At theEffective Time, each then-outstanding and unexercised option to purchaseCommon Sharesunder theEmployee Stock Plan(each an “Employee Option”), whether vested or unvested,by virtue of the Merger and without any action on the part of the holder thereof, shall become fully vested, and shallautomatically be canceled, and shall be converted into and thereafter represent only the right to receive, in settlement thereof, a cash payment, less any applicableTaxesrequired to be withheld and without interest, equal to the greater of (i) the product, if a positive number, of (A) the excess, if any, of theCommon Share Merger Considerationover the per share exercise price of suchEmployee Optionand (B) the number ofCommon Sharessubject to suchEmployee Optionand (ii) the product of (A) $0.50 and (B) the number ofCommon Sharessubject to suchEmployee Option(the “Employee Option Consideration” and, together with theDirector Option Consideration, the “Option Consideration”) (theEmployee Optionsand the Director Options are referred to collectivelyhereinas the “Options”).

(c)At theEffective Time, each then-outstanding restricted share ofCompany Common Stockgranted under theCompany Stock Plans(each a “Company Restricted Share”) subject to restrictions immediately prior to theEffective Time(whether vested or unvested),by virtue of the Merger and without any action on the part of the holder thereof, shall become fully vested and no longer subject to any restrictions, and then shallautomatically be canceled, and shall be converted into and thereafter represent only the right to receive, in settlement thereof, a cash payment, less any applicableTaxesrequired to be withheld and without interest, equal to theCommon Share Merger Consideration(the “Company Restricted Share Consideration”).

(d)All amounts payable pursuant to thisSection 2.3shall be subject to any required withholding ofTaxesand shall be paid without interest.Parentshall, or shall cause theSurviving Corporationto, pay to holders of the Options and theCompany Restricted Shares, theOption ConsiderationorCompany Restricted Share Consideration, as applicable, as soon as practicable after theEffective Timeand in any case no later than fifteen (15)Business Daysthereafter.Parentmay, in its discretion, cause the amounts payable pursuant to thisSection 2.3to holders of Options orCompany Restricted Sharesto be delivered through theCompany’s ordinary payroll system in lieu of delivering a check or making a wire transfer to such holder.

(e)Prior to theEffective Time,the Company shall use commercially reasonable effortsto obtain all necessary consents or releases from the holders of Options and Company Restricted Shares granted under theCompany Stock Plansand take all such other lawfulactionas may be necessary (whichincludessatisfying the requirements of Rule 16b-3(e) promulgated under theExchange Act, without incurring any liability in connection therewith) to provide for and give effect to thetransactionscontemplated by thisSection 2.3. Except as otherwise agreed to in writing by the parties hereto, (i) theEmployee Stock Planwill terminate as of theEffective Time, (ii) theDirector Stock Planwill terminate as of theEffective Time, and (iii) theCompanyshall ensure that following theEffective Time, no participant in either of theCompany Stock Plansshall have any right under or pursuant to theCompany Stock Plansto acquire the capital stock of theCompanyor the Surviving Corporation.

-7-

(f)NeitherParent, norMerger Sub, nor the Surviving Corporation shall assume anyCompany Warrantsin connection with theMerger. Each holder of aCompany Warrantwho, prior to theEffective Time, has properly executed and delivered awarrant termination agreementin the form attached hereto asExhibit C (“Warrant Termination Agreement”) with respect to itsCompany Warrantshall not be entitled to receive any consideration pursuant to thisAgreementother than consideration expressly provided for under suchWarrant Termination Agreement, which shall be equal to the product, if a positive number, of (i) the excess of theCommon Share Merger Considerationover the per share exercise price of suchCompany Warrantand (ii) the number ofCommon Sharessubject to suchCompany Warrant.

(g)Prior to theEffective Time, theCompanyshall cause any dispositions ofEquity Interests(includingderivative securities) in connection with thisAgreementby each individual who is subject to the reporting requirements of Section 16(a) of theExchange Actto be approved by theCompany Boardor a committee of two or more non-employee directors of theCompany(as such term is defined inRule16b-3 promulgated under theExchange Act). Such approval shall specify (i) the name of each officer or director, (ii) the number of securities to be disposed of for each namedperson, and (iii) that the approval is granted for purposes of exempting the transaction under Rule 16b-3 promulgated under theExchange Act.

Section 2.4Dissenting Shares.

(a)Notwithstanding anything in thisAgreementto the contrary,Sharesthat are issued and outstanding immediately prior to theEffective Timeand that are held of record by holders who have not approved theMergerand who have properly exercised dissenters’ rights in accordance withSections 302A.471 and 302A.473 of the MBCA(the “Dissenting Shares”) shall not be converted into the right to receive theMerger Consideration, and instead shall be canceled and cease to have any rights, except that the holders thereof shall be entitled to, and theDissenting Sharesshall represent only the right to receive, payment of the fair value (includinginterest determined in accordance with Section 302A.473 of theMBCA) of suchDissenting Sharesin accordance with the provisions ofSections 302A.471 and 302A.473 of the MBCA;provided,however, that (i) if such a holder fails to properly exercise dissenters’ rights with respect to his, her or itsSharesin accordance withSections 302A.471 and 302A.473 of the MBCAor, after making a demand for dissenters’ rights, subsequently delivers an effective written withdrawal of such demand, or fails to establish his, her or its entitlement to dissenters’ rights as provided inSections 302A.471 and 302A.473 of the MBCA, if so required, or (ii) if a court shall determine that such holder is not entitled to receive payment for his, her or itsDissenting Sharesor such holder shall otherwise lose his, her or its dissenters’ rights, then, in any such case, eachShareheld of record by such holder or holders shall automatically be converted into and represent only the right to receive theMerger Considerationset forth for suchShareinSection 2.1upon surrender of theCertificateor transfer of theUncertificated Sharerepresenting suchShare.

-8-

(b)TheCompanyshall giveParent(i) prompt written notice of any written notice received by theCompanyof the intent of any holder ofSharesto demand the fair value of anyShares, any written demand for appraisal, any withdrawals thereof and any instruments served or demands made pursuant to Section 302A.473 of theMBCAand received by theCompanyand (ii) the opportunity to direct all negotiations and proceedings with respect to such demands, except as required by applicableLaw. TheCompanyshall not, except with the prior writtenconsentofParentor as otherwise required by anOrder, make any payment with respect to any demands for fair value forDissenting Sharesor offer to settle or negotiate any such demands or extend or waive the deadline or other time period applicable to any dissenters’ rights;provided,however, that theCompanyshall giveParentadvance written notice of the requirement to make any payment pursuant to anOrderprior to making such payment.

Section 2.5SubsequentActions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation, its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out the intentions of this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out the intentions of this Agreement.

Section 2.6Adjustments. If, during the period between the date hereof and the Effective Time, any change in the Equity Interests or number of Equity Interests specified inSection 3.4(a) shall occur, by reason of any reclassification, recapitalization, stock split or combination, reverse stock split, reorganization, exchange or readjustment of shares or otherwise, or any stock dividend thereon with a record date during such period (including any dividend or distribution of securities convertible into capital stock), but excluding any change that results from any exercise of Options, Company Warrants or the vesting of Company Restricted Shares or conversion of Preferred Shares into Company Common Stock, then the Merger Consideration, any other amounts payable pursuant to this Agreement, all references in this Agreement to specified numbers of Equity Interests affected thereby, and all calculations provided for that are based upon numbers of Equity Interests (or trading prices therefor) affected thereby, shall be equitably adjusted to the extent necessary to provide the parties hereto the same economic effect as contemplated by this Agreement prior to such change or event.

Section 2.7LostCertificates. In the event that any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the reasonable replacement requirements established by the Paying Agent (including, if required by the Paying Agent or Parent, the posting by such holder of a bond in such amount as the Paying Agent or Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate), the Paying Agent shall deliver in exchange for the lost, stolen or destroyed Certificate the applicable Merger Consideration payable in respect of the Shares represented by the Certificate pursuant to thisArticle II.

-9-

Article III.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as disclosed in the correspondingly numbered Section of the disclosure letter, dated the date hereof and delivered by the Company to Parent and Merger Sub (the “Company Disclosure Letter”), the Company represents and warrants to Parent and Merger Sub as follows:

Section 3.1Organization.

(a)TheCompanyis a corporation duly organized, validly existing and in good standing under theLawsof the State of Minnesota and has all requisite corporate power and authority and all necessaryGovernmental Permitsto own,leaseand operate its properties and to carry on its business as now being conducted. EachSubsidiaryof theCompanyis a corporation, partnership or other entity duly organized, validly existing and in good standing under theLawsof the jurisdiction of its incorporation or organization and has all requisite corporate or other power and authority to own,leaseand operate its properties and to carry on its business as now being conducted.

(b)TheCompanyand each of itsSubsidiariesare duly qualified to do business and are in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or good standing necessary, except where the failure to be so duly qualified and in good standingwould not, individually or in the aggregate, have a Company Material Adverse Effect.

Section 3.2Authorization; Validity ofAgreement;Company Action.

(a)TheCompanyhas all requisite corporate power and authority to execute and deliver thisAgreementand, subject to approval of theMergerand adoption of thePlan of Mergerby the shareholders of theCompany, to consummate theTransactions. The execution, delivery and performance by theCompanyof thisAgreement, and the consummation by theCompanyof theTransactions, have been duly and validly authorized by theCompany Boardand the Special Committee, and no other corporateactionon the part of theCompanyis necessary to authorize the execution and delivery by theCompanyof thisAgreementand the consummation by theCompanyof theTransactions, except for approval of theMergerand adoption of thePlan of Mergerby the affirmative vote of the holders of a majority of the voting power of all of the outstanding Common Shares (the “Shareholder Approval”) and subject to the filing of appropriatemergerdocuments as required under theMBCA. ThisAgreementhas been duly executed and delivered by theCompanyand, assuming due and valid authorization, execution and delivery of thisAgreementby the other parties hereto, is a valid and binding obligation of theCompanyenforceable against theCompanyin accordance with its terms, except that (x)such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generallyand (y)the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

-10-

(b)TheShareholder Approvalis the only approval of the holders of any class or series of theCompany’s capital stock that is necessary in connection with the consummation of theMergerand the otherTransactions.

(c)At a meeting duly called and held, theCompany Board(upon the unanimous recommendation of theSpecial Committee) unanimously adopted resolutions, which resolutions have not been subsequently rescinded, modified or withdrawn in any way, in which theCompany Board(i) determined that thisAgreementand theTransactionsare advisable and fair to and in the best interests of theCompanyand its shareholders, (ii) approved thisAgreement, thePlan of Mergerand theTransactions, (iii) directed that theMergerand thePlan of Mergerbe submitted to theCompany’s shareholders for approval and adoption, and (iv) (subject to the other provisions of thisAgreement) resolved to recommend that theCompany’s shareholders approve theMergerand approve and adopt thePlan of Mergerand thisAgreement(such recommendation, the “Company Recommendation”).

(d)TheCompanyhas delivered or made available toParentcomplete and correct copies of the Company Charter Documents and all Subsidiary Charter Documents.

(e)The filing of theProxy Statementwith theSEChas been duly authorized and approved by theCompany Board.

Section 3.3Consentsand Approvals; No Violations.

(a)Non-Contravention. The execution, delivery and performance of thisAgreementby theCompany, and the consummation by theCompanyof theTransactions,includingtheMerger, do not and will not: (i) contravene or conflict with, or result in any violation or breach of, anyCompany Charter Documentor anySubsidiary Charter Document;(ii)subject to compliance with the requirements set forth in clauses(i) through (vii)ofSection 3.3(b)and, in the case of the consummation of theMerger, obtaining theShareholder Approval, conflict with or violate anyLawapplicable to theCompany, any of itsSubsidiariesor any of their respective properties or assets;(iii) except as set forth inSection 3.3(a)(iii) of the Company Disclosure Letter and except for such other consents which have already been obtained, resultin any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or alter the rights or obligations of anyThird Partyunder, or give to others any rights of termination, amendment, acceleration or cancellation, or require anyConsentunder, anyContractto which theCompanyor any of itsSubsidiariesis a party or otherwise bound as ofthe date hereof; or(iv)result in the creation of anyEncumbrance(other thanPermitted Encumbrances) on any of the properties or assets of theCompanyor any of itsSubsidiaries, except, in the case of each of clauses(ii),(iii)and(iv)of thisSection 3.3(a), for any conflicts, violations, breaches, defaults, alterations, terminations, amendments, accelerations, cancellations orEncumbrances, or where the failure to obtain anyConsents, in each case, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

-11-

(b)GovernmentalConsents. Noconsent, approval,orderor authorization of, or registration, declaration or filing with, or notice to (any of the foregoing being a “Consent”), any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority, or any quasi-governmental or private body exercising any regulatory or other governmental or quasi-governmental authority (a “Governmental Entity”) is required to be obtained or made by theCompanyin connection with the execution, delivery and performance by theCompanyof thisAgreementor the consummation by theCompanyof theTransactions, except for:(i)the filing of theArticles of Mergerwith the Secretary of State of the State of Minnesota;(ii)the filing of the Proxy Statement with theSECin accordance with theExchange Act, and such reports under theExchange Actas may be required in connection with thisAgreement, theMergerand the otherTransactions;(iii)suchConsentsas may be required under (A) theHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or (B) any otherLawsthat are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or the creation or strengthening of a dominant position throughmergeror acquisition, in any case that are applicable to the Transactions;(iv)suchConsentsas may be required under theCommunications Actand theFCC Rules;(v)suchConsentsas may be required under applicable state securities or “blue sky”Lawsand the securitiesLawsof any foreign country or the rules and regulations of the NASDAQ Stock Market;(vi)the otherConsentsofGovernmental Entitieslisted inSection 3.3(b) of theCompany Disclosure Letter; and(vii)such otherConsentsthat if not obtained ormade would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 3.4Capitalization.

(a)The authorized capital stock of theCompanyconsists of 100,000,000shares, no par value, of which 97,564,885 are designated asCompany Common Stock, 275,000 are designated as “8% Class A Cumulative Convertible Preferred Stock,” 60,000 are designated as “10% Class B Cumulative Convertible Preferred Stock,” 250,000 are designated as “10% Class C Cumulative Convertible Stock,” 250,000 are designated as “14% Class D Cumulative Convertible Preferred Stock,” 400,000 are designated as “15% Class E Preferred Stock,” 500,000 are designated as “10% Class F Convertible Preferred Stock,” 600,000 are designated as “8% Class G Convertible Preferred Stock,” 15 are designated as “Series H Convertible Preferred Stock,” 100,000 are designated as “Series I Convertible Preferred Stock,” and 100 are designated as “Series J Convertible Preferred Stock.” Except as described in thisSection 3.4(a), as ofthe date of this Agreement, theCompanyis not authorized to issue anysharesof capital stock of theCompany.

(b)As ofthe date of this Agreement, (i)21,860,797 Common Sharesare issued and outstanding, (ii) no Common Sharesare issued and held in the treasury of theCompany, (iii) 3,990,357Common Sharesare reserved for issuance under theCompany Stock Plansin respect of awards outstanding as ofthe date of this Agreement, (iv) 218,796Common Sharesare reserved for issuance pursuant to conversion ofPreferred Sharesthat may be converted intoCompany Common Stock, (v) noPreferred Sharesare issued and held in the treasury of theCompany, (vi)12,696 sharesofClass A Preferred Stockare issued and outstanding, (vii)109,000 sharesofClass C Preferred Stockare issued and outstanding and (viii)150,000 sharesofClass F Preferred Stockare issued and outstanding. Except as described in thisSection 3.4(b), as ofthe date of this Agreement, no othersharesof capital stock of theCompanyare issued or outstanding.

-12-

(c)Section 3.4(c)(i) of theCompany Disclosure Lettersets forth, as ofthe date of this Agreement, the number ofCommon Sharessubject to, the holder of, the date of grant or issuance of, the expiration date of, the vesting schedule of and exercise price of each Director Option.Section 3.4(c)(ii) of theCompany Disclosure Lettersets forth, as ofthe date of this Agreement, the number ofCommon Sharessubject to, the holder of, the date of grant or issuance of, the expiration date of, the vesting schedule of and exercise price of eachEmployee Option.Section 3.4(c)(iii) of theCompany Disclosure Lettersets forth, as ofthe date of this Agreement, the number ofCommon Sharessubject to, the holder of and the conversion ratio of each outstanding convertiblePreferred Sharethat may be converted intoCompany Common Stock. All of the outstandingCommon Sharesare, and allCommon Shareswhich may be issued pursuant to the exercise of outstanding Options or the vesting of outstandingCompany Restricted Sharesor pursuant to the conversion of outstandingPreferred Shareswill be, when issued in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, duly authorized, validly issued, fully paid and non-assessable.

(d) Except as set forth inSection 3.4(d) of the Company Disclosure Letter, there are no(i) existingoptions, warrants, preemptive rights or subscriptions relating to the issued or unissued capital stock of theCompanyor any of itsSubsidiaries, obligating theCompanyor any of itsSubsidiariesto issue, transfer or sell anysharesof capital stock or any other equity interest in theCompanyor any of itsSubsidiaries, or securities convertible into or exchangeable for suchsharesorequity interests, or obligating theCompanyor any of itsSubsidiariesto grant, extend or enter into any such option, warrant, call, subscription, or other similar instrument, or (ii) outstanding contractual obligations of theCompanyor any of itsSubsidiariesto repurchase, redeem or otherwise acquire anySharesor any othersharesof the capital stock of theCompanyor of anySubsidiaryorAffiliateof theCompanyor to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in anySubsidiaryor any other entity.

(e) Except as set forth inSection 3.4(e) of the Company Disclosure Letter, neithertheCompanynor anySubsidiaryof theCompanyowns any capital stock or other equity interest in any otherPerson.

(f)Upon consummation of theMergerthe only outstandingsharesof capital stock of theCompanywill be owned byParentand there will be no existingoptions, warrants, or other rights to purchase or otherwise acquire any suchsharesof capital stock.

(g)With respect to the Options, (i) each grant of Options was duly authorized no later than the date on which the grant of such Options was by its terms to be effective (the “Grant Date”) by all necessary corporateaction,including, as applicable, approval by theCompany Board(or a duly constituted and authorized committee thereof), or a duly authorized delegate thereof, and any requiredshareholder approvalby the necessary number of votes or written consents, and the awardagreementgoverning such grant (if any) was duly delivered by theCompanyto the recipient, (ii) each such grant was made in accordance with the terms of the applicableCompany Stock Plan, theSecurities Act, theExchange Act, and all other applicableLawsand rules or requirements of self-regulatory authorities,includingthe rules of the NASDAQ Stock Market, (iii) except as set forth inSection 3.4(g) of the Company Disclosure Letter, theper share exercise price of each Option was no less than the fair market value of aCommon Shareon the applicableGrant Dateand (iv) each such grant was properly accounted for in all material respects in accordance with theUnited Statesgenerally accepted accounting principles (“GAAP”) in the consolidatedfinancial statements(includingany notes and schedules thereto) included or incorporated by reference in theCompany SEC Documents(the “Financial Statements”) and disclosed in all material respects in theCompany SEC Documentsin accordance withGAAP, theExchange Actand all other applicableLaws. AllCompany Restricted Sharesmay, by their terms, be treated in accordance withSection 2.3, without the requirement of anyconsentorreleasefrom the holders of suchCompany Restricted Shares.

-13-

(h)Section 3.4(h) of theCompany Disclosure Lettersets forth a list of allSubsidiariesof theCompanyand the jurisdiction in which eachSubsidiaryis organized. All of the outstandingsharesof capital stock of eachSubsidiaryare owned beneficially or of record by theCompany, directly or indirectly, and all suchshareswere issued in compliance with applicableLaws, have been validly issued and are fully paid and non-assessable and are owned by either theCompanyor one of itsSubsidiaries, free and clear of anyEncumbrances, exceptPermitted Encumbrances, or any other restrictions (includingpreemptive rights and any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interest). NoSubsidiaryof theCompanyowns anyCommon Shares.

(i)There are no voting trusts or otherContractsor understandings to which theCompanyor any of itsSubsidiariesis a party with respect to the voting of the capital stock of theCompanyor any of itsSubsidiaries. Neither theCompanynor any of itsSubsidiarieshas outstanding bonds, debentures, notes or other obligations, (i) the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of theCompanyor anySubsidiaryof theCompanyon any matter, or (ii) the value of which is directly based upon or derived from the capital stock, voting securities or other ownership interests of theCompanyor any of itsSubsidiaries.

Section 3.5SEC Reports andFinancial Statements.

(a)SinceJanuary1, 2011, theCompanyhas timely filed or furnished allCompany SEC Documents, each of which as finally amended prior tothe date hereof, and has complied as to form in all material respects, and all documents required to be filed by theCompanywith theSECafterthe date hereofand prior to theEffective Timewill comply in all material respects, with the applicable requirements of theExchange Act, theSecurities Act, theSarbanes-Oxley Act, theDodd-Frank Act, and the rules and regulations promulgated thereunder, each as in effect on the date so filed. Since January 1, 2011, none of theCompany SEC Documentscontained, when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary inorderto make the statements therein, in the light of the circumstances under which they were made, not misleading. None of theCompany’sSubsidiariesis subject to the reporting requirements of Sections 13(a) or 15(d) under theExchange Actor otherwise required to file or furnish any forms, reports or other documents with theSEC.

-14-

(b)Apart from comment letters available on EDGAR, theCompanyhas made available toParenttrue, correct and complete copies of all written comment letters from the staff of theSECreceived since January 1, 2011, relating to theCompany SEC Documentsand all written responses of theCompanythereto other than with respect to requests for confidential treatment. There are no outstanding or unresolved comments in comment letters from theSECor its staff with respect to any of theCompany SEC Documents. To theKnowledgeof theCompany, none of theCompany SEC Documentsis the subject of ongoingSECreview or outstandingSECinvestigation. To theKnowledgeof theCompany, there are noSECinquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of theCompany.

(c) Except as set forth inSection 3.5(c)of the Company Disclosure Letter, sinceJanuary 1, 2011 theCompanyhas complied in all material respects with, and has not received any notice of noncompliance with respect to, the applicable listing and corporate governance rules and regulations of the NASDAQ Stock Market.

(d)Each of theFinancial Statements(i) has been prepared from, and is in accordance with, the books and records of theCompanyand its consolidatedSubsidiaries, in all material respects, (ii) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of theSECwith respect to such requirements, (iii) has been prepared in accordance withGAAP, in all material respects, applied on a consistent basis during the periods involved (except as may be indicated in theFinancial Statementsor in the notes to theFinancial Statementsand subject, in the case of unaudited interimfinancial statements, to normal year-end audit adjustments and the absence of footnote disclosure as permitted byGAAP), and (iv) fairly presents in accordance withGAAP, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of theCompanyand its consolidatedSubsidiariesas of the date and for the periods referred to in theFinancial Statements.

(e)Neither theCompanynor any of theCompany’sSubsidiariesis a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similarContractor arrangement (includinganyContractrelating to any transaction or relationship between or among theCompanyand any of itsSubsidiaries, on the one hand, and any unconsolidated Affiliate,includingany structured finance, special purpose or limited purpose entity orperson, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under theSecurities Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, theCompanyor any of itsSubsidiariesin theCompany’s or suchSubsidiary’s auditedfinancial statementsor otherCompany SEC Documents.

(f)TheCompanyand each of itsSubsidiarieshas established and maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of theExchange Act) that is sufficient to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation offinancial statementsfor external purposes in accordance withGAAP, (ii) that receipts and expenditures of theCompanyand itsSubsidiariesare being made only in accordance with authorizations of management and theCompany Board, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of theCompany’s or any of itsSubsidiaries’ assets that could have a material effect on theCompany’sfinancial statements.

-15-

(g)TheCompany’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of theExchange Act) are designed to ensure that all information (both financial and non-financial) required to be disclosed by theCompanyin the reports that it files or submits under theExchange Actis recorded, processed, summarized and reported within the time periods specified in the rules and forms of theSEC, and that all such information is accumulated and communicated to theCompany’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of theCompanyrequired under theExchange Actwith respect to such reports. TheCompanyhas disclosed, based on its most recent evaluation of such disclosure controls and procedures prior tothe date of this Agreement, to theCompany’s auditors and the audit committee of theCompany Boardand inSection 3.5(g) of theCompany Disclosure Letter(i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect theCompany’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or otheremployeeswho have a significant role in theCompany’s internal controls over financial reporting. For purposes of thisAgreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as in effect onthe date of this Agreement.

(h)Each of the principal executive officer and the principal financial officer of theCompanyhas made all certifications required by Rule 13a-14 or 15d-14 under theExchange Actand Sections 302 and 906 of theSarbanes-Oxley Actwith respect to theCompany SEC Documents, and the statements contained in such certifications were true and accurate in all material respects as of the date they were made. TheCompanyis in compliance with all applicable provisions of theSarbanes-Oxley Act, except for any non-compliance that has not hadand would not have, individually or in the aggregate, a Company Material Adverse Effect.

(i)To theKnowledgeof theCompany, since January 1, 2011, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no material concerns fromEmployeesof theCompanyor any of itsSubsidiariesregarding questionable accounting or auditing matters, have been received by theCompany’s officers or directors. TheCompanyhas made available toParenta summary of all material complaints or concerns relating to other matters made since January 1, 2011 through theCompany’s whistleblower hot-line or equivalent system for receipt ofEmployeeconcerns regarding possible violations ofLaw. No attorney representing theCompanyor any of itsSubsidiaries, whether or not employed by theCompanyor any of itsSubsidiaries, has reported evidence of a violation of securitiesLaws, breach of fiduciary duty or similar violation by theCompanyor any of its officers, directors,employeesor agents to theCompany’s chief financial officer, audit committee (or other committee designated for the purpose) of theCompany Boardor theCompany Boardpursuant to the rules adopted pursuant to Section 307 of theSarbanes-Oxley Actor anyCompanypolicy contemplating such reporting.

(j)All accounts receivable (includingtrade receivables and other receivables) have been recorded on theFinancial Statementsin accordance withGAAPand derive from bona fide salestransactionsentered intoin the ordinary course of business consistent with past practiceand are payable on the terms and conditions set forth in the applicableContract(net of allowances for doubtful accounts as reflected in theFinancial Statementsin accordance withGAAP).

-16-

(k)All inventory reflected in theFinancial Statementsconsists of quantity and quality usable and salablein the ordinary course of business consistent with past practicesand is not obsolete, defective, damaged or slow moving, and is merchantable and fit for its intended use and is being actively marketed in normal commercial channels, subject only to the allowance for inventory obsolescence as reflected in theFinancial Statements. All inventory has been properly valued at the lower of cost or market,includingthe capitalization of labor and overhead costs, in accordance withGAAP, consistently applied. TheCompanyhas maintained established controls over the inventory and maintains accurate perpetual records updated periodically for physical inventory accounts.

Section 3.6Absence of Certain Changes. Except as set forth inSection 3.6 of the Company Disclosure Letter and in connection with the execution and delivery of this Agreement and the consummation of the Transactions, since December 31, 2012, (a) the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course of business consistent with past practices, (b) there has not occurred any event, change or effect (including the incurrence of any liabilities of any nature, whether or not accrued, contingent or otherwise) that could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (c) neither the Company nor any of its Subsidiaries has taken any actions that if taken after the date of this Agreement would be prohibited bySection 5.1.

Section 3.7No Undisclosed Material Liabilities. The most recent audited balance sheet of the Company for the period ended December 31, 2012 contained in the Company SEC Documents filed prior to the date hereof is hereinafter referred to as the “Company Balance Sheet.” Neither the Company nor any of its Subsidiaries has any liabilities other than liabilities that (i) are reflected or recorded as required by GAAP on the Company Balance Sheet (including in the notes thereto) or the unaudited balance sheet of the Company as of March 31, 2013 (including in the notes thereto), (ii) were incurred since the date of the Company Balance Sheet in the ordinary course of business, (iii) are incurred in connection with the Transactions or (iv) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 3.8Compliance with Laws and Court Orders.

(a)TheCompanyand each of itsSubsidiariesis and, since January 1, 2011, has been in compliance with, and to theKnowledgeof theCompany, is not under investigation with respect to, and has not been threatened to be charged with or given notice of any material violation of, any applicableLaworOrder, except for failures to comply or violations thatwould not, individually or in the aggregate, have a Company Material Adverse Effect. Since January 1, 2011, noGovernmental Entityhas issued any notice or notification stating that theCompanyor any of itsSubsidiariesis not in compliance with anyLaw.

-17-

(b)TheCompanyand itsSubsidiarieshold all material governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses of the Company and its Subsidiaries, taken as a whole (the “Governmental Permits”), except for failures to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.Section 3.8(b) of the Company Disclosure Letter contains a true, correct and complete list of all Governmental Permits. No suspension or cancellation of any Governmental Permits is pending or, to the Knowledge of the Company, threatened, except for any such suspension or cancellation that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each of its Subsidiaries is in material compliance with the terms of the Governmental Permits. The Company has not received any communication from a Governmental Entity that alleges that the Company’s ownership, use or operation of any Governmental Permits is not in compliance with any applicable Law or Order.

Section 3.9Material Contracts.

(a)Section 3.9(a) of theCompany Disclosure Lettersets forth a complete list of each of the followingContractsto which theCompanyor any of itsSubsidiariesis a party or to which theCompany’s or any of itsSubsidiaries’ assets or properties is bound:

(i)AnyContractcontaining covenants of theCompanyor any of itsSubsidiariesnot to compete in any line of business, industry or geographical area in any manner or restricting theCompanyor any of itsSubsidiariesfrom freely setting prices for its products (including“most favored customer” pricing provisions);

(ii)AnyContractcontaining any non-solicitation provisions that restrict the actions of theCompanyor any of itsAffiliateswith respect to customers, suppliers or any otherPerson;

(iii)AnyContractwhich creates a partnership or joint venture or similar arrangement;

(iv)Any indenture, creditagreement, loanagreement, securityagreement, guarantee, note, mortgage, trust deed or otherContractfor or with respect to the borrowing of money, a line of credit, any currency exchange, commodities or other hedging arrangement, or a leasing transaction of a type required to be capitalized in accordance withGAAP;

(v)AnyContractunder which theCompanyor any of itsSubsidiarieshas advanced or loaned any otherPersonamounts in the aggregate exceeding $50,000;

(vi)AnyContractthat contains a put, call, collar, right of first refusal or similar right pursuant to which theCompanyor any of itsSubsidiarieswould be required to purchase or sell, as applicable, anyequity interestsof anyPerson;

(vii)Any material settlementagreementor similarContractand any settlementagreementor similarContractwith aGovernmental Entity, in each case, under which theCompanyor any of itsSubsidiarieshas continuing obligations, liabilities or duties;

-18-

(viii)AnyContractthat contains a “changein control” clause or other similar provision which will create any rights or obligations of theCompany, anySubsidiaryof theCompany, or another party to suchContractupon the execution of thisAgreementor consummation of any of theTransactions, except for suchContracts, that, in the aggregate, do not require payments of more than $500,000 during the lives of theContracts;

(ix)AnyContract(A) pursuant to which theCompanyis or may become obligated to make any severance, retention,changein control, termination or similar payment to anyEmployee, or (B) pursuant to which theCompanyis or may become obligated to make any bonus or similar payment (whether in the form of cash or equity securities but excluding payments constituting base salary) to anyEmployee;

(x)AnyContractthat grants exclusive rights, rights of refusal, rights of first negotiation or similar rights to anyPersonor that limits or purports to limit in any material respect the ability of theCompanyor any of its Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any material asset or business;

(xi)AnyContractrelating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of anysharesof its capital stock or other securities or anyoptions, warrants or other rights to purchase or otherwise acquire any suchsharesof capital stock, other securities oroptions, warrants or other rights therefor, except for thoseContractsin substantially the form of the standard agreements evidencing Options orCompany Restricted Sharesunder theCompany Stock Plansprovided or made available toParent;

(xii)AnyContractunder which theCompanyhas granted anyPersonany registration rights or under which anyPersonhas granted theCompanyany registration rights; and

(xiii)Any otherContractor group of relatedContractswith the same party or group of affiliated parties (other than thisAgreementor agreements between theCompanyand any of itsSubsidiariesor between any of theSubsidiariesof theCompany) under which any party to suchContractor group of relatedContractsis obligated to make payments (whether fixed, contingent or otherwise) in excess of $500,000 per annum or $1,000,000 during the life of theContractor group ofContracts.

Each such Contract described in clauses (i)–(xiii) ofSection 3.9(a), each guarantee related to the Indebtedness relating to any Contract set forth inSection 3.9(a)(iv), each of James L. Mandel’s and Steve M. Bell’s Employment Agreements, and each Contract set forth in the Company SEC Documents in which the Company’s officers, directors, employees or shareholders or any members of their immediate families is directly or indirectly interested (whether as a party or otherwise) (including, without limitation, any Contracts relating to loans to officers, directors, employees or shareholders or any members of their immediate families) is referred to herein as a “Material Contract.”

(b)Except for guarantees related to theIndebtednessrelating to anyContract set forth inSection 3.9(a)(iv)above, neither theCompanynor any of itsSubsidiariesis a party to anyContractof guarantee, support, or assumption with respect to the obligations, liabilities (whether accrued, absolute, contingent or otherwise) orindebtednessof any otherPerson.

-19-

(c) Except as set forth in the Company SEC Documents, neither the Company nor any of its Subsidiaries is a party to any Contract for or relating to the employment by it of any director, employee or officer or other type of Contract with any of its directors or officers that is not terminable by it without cost or other liability, including any Contract requiring it to make a payment to any director, employee or officer as a result of the Merger, any Transaction or any Contract that is entered into in connection with this Agreement.

(d)Except as set forth in theCompany SEC Documents, neither theCompanynor any of itsSubsidiariesis a party to anyContractin which its officers, directors,employeesor shareholders or any members of their immediate families is directly or indirectly interested (whether as a party or otherwise),including, without limitation, anyContractsrelating to loans to officers, directors,employeesor shareholders or any members of their immediate families.

(e) All Material Contracts are in written form or summarized inSection 3.9(e) of the Company Disclosure Letter. The Company has delivered or made available to Parent a true, correct and complete written copy of each Material Contract, including all amendments thereto. Neither the Company nor any of its Subsidiaries is in material default under any Material Contract and no event has occurred with respect to the Company or any of its Subsidiaries or, to the Company’s Knowledge, with respect to any other contracting party, that (with or without the lapse of time or the giving of notice, or both) could reasonably be expected to (i) cause a material default under any Material Contract or (ii) give any party (A) the right to accelerate the maturity or performance of any material obligation of the Company or any of its Subsidiaries under any Material Contract, or (B) the right to cancel or terminate any Material Contract. Each of the Material Contracts is, and after the consummation of the Transactions will continue to be, in full force and effect and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and, to the Knowledge of the Company, the other parties thereto, except that (x) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Section 3.10Information in Proxy Statement. The proxy statement relating to the Special Meeting (such proxy statement, as amended or supplemented from time to time, and together with any schedules required to be filed with the SEC in connection therewith, the “Proxy Statement”) will not, at the date it is first mailed to the Company’s shareholders and at the time of the Special Meeting and at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding anything to the contrary in thisSection 3.10, no representation or warranty is made by the Company with respect to information contained or incorporated by reference in the Proxy Statement supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement.

-20-

Section 3.11Litigation. Except as set forth inSection 3.11 of the Company Disclosure Letter, there are no Actions, Orders or SEC inquiries or investigations pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, any of their respective assets or properties, or any officer, director or employee of the Company or any of its Subsidiaries in such capacity, which (a) involves an amount in controversy in excess of $100,000, (b) could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or (c) could, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent’s or Merger Sub’s ability to consummate the Transactions. Neither the Company nor any of its Subsidiaries is a party or subject to or in default under any Order which would have, individually or in the aggregate, a Company Material Adverse Effect.

Section 3.12Labor and Employment Matters.

(a) Except as set forth inSection 3.12(a)(i)of the Company Disclosure Letter, there exist nocollective bargaining agreements or labor union contracts applicable to anyEmployeeof theCompanyor any of itsSubsidiariesand no other suchagreementorcontracthas been requested by anyEmployeeorgroup of Employeesof theCompanyor any of itsSubsidiaries, nor has there been any discussion with respect thereto by management of theCompanywith anyEmployeesof theCompanyor any of itsSubsidiaries. Neither theCompanynor any of itsSubsidiarieshas received any written notification of any unfair labor practice charges or complaints pending before any agency having jurisdiction thereof, nor are there any current union representation claims involving any of theEmployeesof theCompanyor any of itsSubsidiaries, except as described inSection 3.12(a)(ii) of theCompany Disclosure Letter. Further, to theCompany’sKnowledge, there are no such threatened charges or claims. To theCompany’sKnowledge, there is no labor strike, slowdown, work stoppage or lockout pending or threatened against theCompanyand no union organizational campaign or representation petition is currently pending with respect to any of theEmployeesof theCompanyor any of itsSubsidiaries, nor has there been any such occurrence or activity during the last two (2) years, except as described inSection 3.12(a)(iii) of theCompany Disclosure Letter.

(b) Except as set forth inSection 3.12(b)of the Company Disclosure Letter, there are noactions, suits, claims, investigations or other legal proceedings against theCompanyor any of itsSubsidiariespending or, to theCompany’sKnowledge, threatened to be brought or filed, by or with anyGovernmental Entitybased on, arising out of, in connection with or otherwise relating to anyLawspertaining to employment,including, without limitation, allLawsrelating to employment, employment practices, terms and conditions of employment, labor organizations, obligations to bargain, the hiring and retention ofemployees, wages and hours, theWARN Act, classification ofemployeesas exempt/non-exempt, classification ofemployeesas independent contractors, collective bargaining agreements, discrimination, civil rights, safety and health, labor, equal employment opportunity, affirmativeaction, immigration, workers’ compensation and the collection and payment of withholding and/or social securityTaxesand any similarTax. To theCompany’sKnowledge, theCompanyand itsSubsidiariesare in compliance with all suchLaws. To theCompany’sKnowledge, theCompanyand itsSubsidiaries: (i) have withheld all amounts required byLawor byagreementto be withheld from the wages, salaries and other payments toEmployees,Former EmployeesandIndependent Contractors; (ii) are not liable for any arrears of wages or anyTaxesor any penalty for failure to comply with any of the foregoing; and (iii) are not liable for any payment to any trust or other fund or to anyGovernmental Entitywith respect to unemployment, short term disability, long term disability, workers compensation, social security or other benefits or obligations forEmployees,Former EmployeesandIndependent Contractors.

-21-

(c)Section 3.12(c) of theCompany Disclosure Lettercontains a “head count” chart accounting for all of theCompanyand itsSubsidiaries’Employeesand a “churn report” that provides information regarding the turnover rate of the technician levelemployeesof theCompanyand itsSubsidiariesin the last twelve (12) months prior tothe date of this Agreement. TheCompanyand itsSubsidiarieshave made available or delivered to theParentaccurate and complete copies of all disclosure materials, policy statements and other materials relating to the employment of theEmployees. As of theClosingDate, theCompanyand itsSubsidiariesshall have paid all earned and unpaid wages owed to itsEmployeesandFormer Employees.

(d)TheCompanyand itsSubsidiarieshave made available or delivered to theParentaccurate and complete copies of allContracts, materials or policies relating to their respectiveIndependent Contractors. As of theClosingDate, theCompanyand itsSubsidiarieshave paid all compensation due to their respectiveIndependent Contractors.

(e)TheCompanyand itsSubsidiarieshave made available to theParentaccurate and complete copies of all employmentContracts, employee manuals and handbooks, and policy statements relating to the employment of theCompanyand itsSubsidiaries’Employees.

Section 3.13EmployeeCompensation and Benefit Plans;ERISA.

(a)Section 3.13(a) of theCompany Disclosure Lettersets forth a true, correct and complete list of each “employee benefit plan,” as such term is defined inSection 3(3) of ERISA, specified fringe benefit plans as defined in Section 6039D of theInternal Revenue Code of 1986, as amended (the “Code”), or any other bonus, incentive compensation, deferred compensation, profit sharing, stock option, stock appreciation right, stock bonus, stock purchase, employee stock ownership, savings, severance, supplemental unemployment, layoff, salary continuation, retirement, pension, health, life insurance, dental, disability, accident, group insurance, vacation, holiday, sick leave, fringe benefit or welfare plan, or any other employee compensation or benefit plan,agreement, policy, practice,agreement, commitment orcontract(whether qualified or nonqualified, currently effective or terminated, written or unwritten), or any trust, escrow or otheragreementrelated thereto, that theCompany, itsSubsidiariesor any of itsERISA Affiliatescurrently sponsor, maintain, contribute to, are required to contribute to or have any liability (contingent or otherwise) (the “Company Plans”).

(b)With respect to each Company Plan, theCompanyhas made available toParenta current, accurate and complete copy thereof (or, if a plan is not written, a written description thereof) and, to the extent applicable, (i) any related trust or custodialagreementor other funding instrument, (ii) the most recent determination letter, if any, received from theInternal Revenue Service(the “IRS”), (iii) any current summary plan description or employee handbook, (iv) for the past three (3) years (A) the Form 5500 and attached schedules, to the extent due and filed with theIRS, (B) auditedfinancial statements, and (C) actuarial valuation reports, if any, and (v) copies of any correspondence from theIRS,SEC,Pension Benefit Guaranty CorporationorDepartment of Labor(or any agency thereof) relating to any compliance issues with respect to any Company Plan.

-22-

(c) Except as would not, individually or in the aggregate, reasonably be expected to have aCompany Material Adverse Effect, each Company Plan has been established and is being administered in accordance with its terms and is in compliance with the applicable provisions ofERISA, theCode, and other applicableLaw.

(d)Neither the Company nor any of its Subsidiaries nor any of its ERISA Affiliates currently has, and at no time in the past has had, an obligation to contribute to a “multiemployer plan,” as defined in Section 3(37) ofERISA.

(e) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, noAction(other than routine claims for benefits in the ordinary course) is pending or, to theKnowledgeof theCompany, threatened with respect to any Company Plan.

(f)Neither any of the Company Plans, nor any other plan currently or at any time previously maintained by theCompanyor any of itsSubsidiariesor any of itsERISA Affiliates, is subject toTitle IV of ERISAor the minimum funding requirements of Section 302 ofERISAor Section 412 of theCode.

(g) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Plan which is intended to be qualified under Section 401(a) of theCodeis so qualified and its accompanying trust is exempt from taxation under Section 501(a) of theCode, and is subject to a favorable determination or opinion letter to that effect from theIRSand, to theKnowledgeof theCompany, no circumstances exist which could reasonably be expected to materially adversely affect such qualification or exemption.

(h) Except as set forth inSection 3.13(h) of the Company Disclosure Letter, the Companydoes not have any obligation to gross-up, indemnify or otherwise reimburse anypersonfor any income, excise or othertaxincurred by suchpersonpursuant to any applicable federal, state, local or non-U.S. Lawrelated to the collection and payment ofTaxes.

(i) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, theCompanyand each of itsSubsidiarieshas performed all obligations required to be performed by it under the Company Plans,includingthe payment of all benefits, contributions and premiums required by and due under the terms of each Company Plan or applicableLaw.

(j)No Company Plan promises or provides health, life insurance or other welfare benefits to retirees or other terminatedemployeesof theCompanyor any of itsSubsidiaries, other than group health plan continuation coverage required by Section 4980B of theCode,Part 6 of Title I of ERISAor similar stateLaws.

-23-

(k) Except as set forth inSection 3.13(k) of the Company Disclosure Letter, neitherthe execution of thisAgreementnor the consummation of theTransactions, either alone or in combination with another event, will (i) entitle anyPersonto any payment, forgiveness ofindebtedness, vesting, distribution, severance pay or increase in benefits under or with respect to any Company Plan, (ii) except as provided inSection 6.9, cause or result in a limitation (other than any limitation imposed by applicableLaws) on the right of theCompanyto amend or terminate any Company Plan, or (iii) result in any “parachute payment” that would not be deductible by reason of the application of Section 280G of theCodeor would cause the imposition oftaxesunderCode Section 4999.

(l)Each Company Plan that is a “nonqualified deferred compensation plan” (within the meaning ofCode Section 409A) is in compliance, in both form and operation in all material respects, with the requirements ofCodeSection 409A and the regulations and guidance promulgated thereunder, and no amounts paid or deferred under any such Company Plan is (or has been), or upon vesting or settlement will be, subject to the additionaltaxunderCodeSection 409A(a)(1)(B).

(m)There is noContractto which theCompanyor any of itsSubsidiariesis (or has been) a party that, individually or collectively, did (or could) give rise to the payment of any amount that would not be deductible pursuant toCodeSection 162(m).

(n)Notwithstanding any other representations and warranties in thisAgreement, the representations and warranties set forth inSection 3.5,Section 3.6,Section 3.9,Section 3.11, thisSection 3.13,Section 3.17, andSection 3.24are the only representations and warranties in thisAgreementwith respect to Company Plans orERISA.

Section 3.14Properties.

(a)Section 3.14(a)(i) of theCompany Disclosure Lettercontains a true, correct and complete list of allOwned Real Property. TheCompanyor one or more of itsSubsidiarieshas good and marketable fee simple title to allOwned Real Property, each free and clear of allEncumbrances, exceptPermitted Encumbrances.Except as set forth inSection 3.14(a)(ii) of the Company Disclosure Letter, asofthe date of this Agreement, neither theCompanynor any of itsSubsidiaries(A)leaseall or any part of theOwned Real Propertyor (B) has received notice of any pending, and to theKnowledgeof theCompanythere is no threatened, condemnation proceeding with respect to any of theOwned Real Property.

(b)Section 3.14(b)(i) of the Company Disclosure Letter contains a true, correct and complete list of all material real property leased or subleased (whether as tenant or subtenant) by the Company or any Subsidiary of the Company (including the improvements thereon, the “Leased Real Property”). The Company has made available to Parent a true, correct, and complete copy of each Lease to which the Company or any of its Subsidiaries is a party, including all amendments thereto. The Company or one of its Subsidiaries has valid leasehold estates in all Leased Real Property, each free and clear of all Encumbrances, except Permitted Encumbrances. Except as set forth inSection 3.14(b)(ii) of the Company Disclosure Letter, the Company or one of its Subsidiaries has exclusive possession of each Leased Real Property, other than any use and occupancy rights granted to third-party owners, tenants or licensees pursuant to agreements with respect to such real property entered in the ordinary course of business, true, correct and complete copies of which have been provided to Parent.

-24-

(c)Section 3.14(c)(i) of the Company Disclosure Letter contains a true, correct and complete list of all material personal property leased or subleased (whether as lessee or sublessee) by the Company or any Subsidiary of the Company (the “Leased Personal Property“). The Company has made available to Parent a true, correct, and complete copy of each Lease to which the Company or any of its Subsidiaries is a party, including all amendments thereto. The Company or one of its Subsidiaries has good and valid title in all Leased Personal Property, each free and clear of all Encumbrances, except Permitted Encumbrances. Except as set forth inSection 3.14(c)(ii) of the Company Disclosure Letter, the Company or one of its Subsidiaries has exclusive possession of the Leased Personal Property, other than any use and rights granted to third-party owners, lessors or licensees pursuant to agreements with respect to such property entered in the ordinary course of business, true, correct and complete copies of which have been provided to Parent.

(d)EachLeaseis in full force and effect and is valid and enforceable in accordance with its terms, except that (i)such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generallyand (ii)the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. There is no default under anyLeaseeither by theCompanyor itsSubsidiariesor, to theKnowledgeof theCompany, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by theCompanyor itsSubsidiariesthereunder. Neither theCompanynor any of itsSubsidiarieshas assigned (collaterally or otherwise) or granted any other security interest in theLeasesor any interest therein.

(e)(i) To theKnowledgeof theCompany, there are no pending or, threatened condemnation or eminent domain proceedings that affect anyLeased Real Property, and (ii) theCompanyhas not received any notice of the intention of anyGovernmental Entityor otherPersonto take anyLeased Real Property.

(f) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, theCompanyand each of itsSubsidiarieshas good title to, or a valid and binding leasehold interest in, all the personal property owned by it, except for that personal property that is no longer used or useful in the conduct of theCompany Businessor the respective businesses of each of itsSubsidiaries, and in each case free and clear of allEncumbrancesother thanPermitted Encumbrances. TheOwned Real PropertyandLeased Real Propertyconstitute all interests in real property currently used, occupied or currently held for use in connection with theCompany Businessas currently conducted.

Section 3.15Intellectual Property.

(a)TheCompanyor one of itsSubsidiariesexclusively owns all right, title, and interest in, or has the valid right to use, pursuant to a license or otherwise, allIntellectual Propertyused in the operation of theCompany Business(the “Company Intellectual Property”).Section 3.15(a) of theCompany Disclosure Letterlists all registrations for and applications to registerIntellectual Propertyowned by theCompanyor one of itsSubsidiaries.

-25-

(b)There are no legal actions pending or, to theKnowledgeof theCompany, threatened alleging any infringement, misappropriation or violation of theIntellectual Propertyof anyPersonby theCompanyor any of itsSubsidiaries. To theCompany’sKnowledge, theCompanyhas not violated, misappropriated or infringed theIntellectual Propertyof any otherPerson, except for any of the foregoing that have since been finally and conclusively resolved without further right toappeal.

(c)Except as set forth inSection 3.15(c)(i) of theCompany Disclosure Letter, with respect toCompany Intellectual Propertyowned by theCompanyor itsSubsidiaries(i) no claim has been brought or made challenging the ownership, right to use or validity of theCompany Intellectual Propertyor opposing or attempting to cancel theCompany’s rights in theCompany Intellectual Propertyand, to theCompany’sKnowledge, no valid ground exists for any such claim and (ii) no suchCompany Intellectual Propertyis scheduled to expire within five (5) years fromthe date of this Agreement. Except as set forth inSection 3.15(c)(ii) of theCompany Disclosure Letter, with respect toCompany Intellectual Propertyowned by aThird Partyand licensed to or otherwise used by theCompanyor itsSubsidiaries,Company’s (and itsSubsidiaries’) right to use suchCompany Intellectual Propertyis not scheduled to expire or terminate within five (5) years fromthe date of this Agreement. To theKnowledgeof theCompany, no otherPersonhas violated, misappropriated or infringed any materialIntellectual Propertyowned by theCompanyor any of itsSubsidiaries.

(d)To theCompany’sKnowledge, theCompanyand each of itsSubsidiarieshas taken all commercially reasonable steps to protect, preserve and maintain theCompany Intellectual Propertyand to preserve and maintain the secrecy and confidentiality of theCompany’s trade secrets and confidential information. To theCompany’sKnowledge, allEmployeesandIndependent Contractorsof theCompany, and anyFormer Employeesand formerIndependent Contractorsengaged since January 1, 2008, in the active development or creation ofCompany Intellectual Propertyhave executed and delivered to theCompanyaContractregarding the protection of such proprietary information and the assignment of theCompany Intellectual Propertyto theCompanyor aSubsidiaryof theCompany. No director, officer, employee, agent or representative of theCompanyowns or holds, directly or indirectly, any interest in any of theCompany Intellectual Property.

(e)All material information technology and computer systems owned or leased by theCompanyor any of itsSubsidiariesthat are used in the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, that is used in or necessary for the conduct of the business of theCompanyand itsSubsidiaries(collectively, “Company IT Systems”) have been maintained, in all material respects, in a commercially reasonable manner, and are in good working condition. TheCompanyand itsSubsidiarieshave in place a commercially reasonable disaster recovery program that provides for the regular back-up and recovery of the data and information necessary to the conduct of the business of theCompanyand itsSubsidiaries(includingsuch data and information that is stored on magnetic or optical media in the ordinary course).

(f)The use by theCompanyand itsSubsidiariesof the data included in theCompany Intellectual Propertythat is material to the business of theCompanyand itsSubsidiariesand contained in any database used or maintained by theCompanyor itsSubsidiaries(collectively, the “Company Data”) does not violate the rights of anyThird Party.

-26-

(g)TheCompanyhas established and is in material compliance with a written information security program (or programs) covering theCompanyand itsSubsidiariesthat theCompanybelieves in good faith is reasonable and sufficient to protectCompany Dataand provide reasonable assurance that adequate internal controls can be maintained overCompany IT Systems. Such written information security program (or programs) (i)includesadequate safeguards for the security, confidentiality, and integrity oftransactionsand confidential or proprietaryCompany Dataand (ii) is designed to protect against unauthorized access to theCompany IT Systems and Company Data.

Section 3.16Environmental Laws.

(a) Except as would not reasonably be expected to have, individually or in the aggregate, resultedin material liability to theCompanyor any of itsSubsidiaries: (i) theCompanyand itsSubsidiariesare and have been in compliance with all applicableEnvironmental Laws, and possess and are, and have possessed and have been in compliance with all applicableEnvironmental Permitsrequired to operate as it currently operates; and (ii) neither theCompanynor anySubsidiaryof theCompanyhas received any written or, to theKnowledgeof theCompany, other notification alleging that it is liable for, or any request for information pursuant to Section 104(e) of the Comprehensive Environmental Response,Compensation and Liability Actor similar foreign, state or localLaw, concerning, anyReleaseor threatenedRelease of Materials of Environmental Concernat any location except, with respect to any such notification or request for information concerning any suchReleaseor threatenedRelease, to the extent such matter has been fully resolved with the appropriateGovernmental Entitywithout further obligations or liability for theCompanyor any Affiliate thereof. There are noActionsarising underEnvironmental Lawspending or, to theKnowledgeof theCompany, threatened against theCompany that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(b)AllEnvironmental Permitsheld by theCompanyor aSubsidiaryof theCompanyare valid and in full force and effect.  No proceeding is pending or to theKnowledgeof theCompany, threatened to revoke or modify any suchEnvironmental Permit.  As applicable, theCompanyand each of itsSubsidiarieshas applied for the renewal of suchEnvironmental Permitssuch that suchEnvironmental Permitsremain in full force and effect during the pendency of the application.

(c)NoReleasesofMaterials of Environmental Concernhave occurred and noPersonhas been exposed to anyMaterials of Environmental Concernat, from, in, to, on, or under anySiteand noMaterials of Environmental Concernare present in, on, about or migrating to or from anySitethat could result in a material liability to theCompanyor any of itsSubsidiaries.

(d)Neither theCompanynor any of itsSubsidiariesnor any of their respective predecessors, or any entity previously owned by theCompany, has (i) produced, processed, manufactured, generated, transported, treated, handled, used, stored, disposed of or released anyHazardous Materialwhich has or could result in a materialliabilityto theCompanyor any of itsSubsidiariesor (ii) exposed anyEmployee,Former Employee, or otherPersonto anyHazardous Materialunder circumstances that have or could result in a material liability to theCompanyor any of itsSubsidiaries.

-27-

(e)TheCompanyhas delivered toParentandMerger Subtrue and complete copies and results of any reports, studies, analyses, tests, or monitoring possessed or initiated pertaining toMaterials of Environmental Concernrelating to anySite, or concerning compliance withEnvironmental Laws, and true and complete copies and results of anyEnvironmental Permitsor any reports required to be made or data required to be maintained under such permits.

(f)Notwithstanding any other representations and warranties in thisAgreement, the representations and warranties set forth inSection 3.3,Section 3.6,Section 3.7,Section 3.9,Section 3.12(b),Section 3.14(d), thisSection 3.16,Section 3.17, andSection 3.24are the only representations and warranties in thisAgreementwith respect toEnvironmental Laws,Environmental PermitsorMaterials of Environmental Concern.

Section 3.17Taxes.

(a)TheCompanyand each of itsSubsidiarieshas duly and timely filed (taking into account any extension of time within which to file) all materialTax Returnsrequired to be filed by it, all suchTax Returnsare true, correct and complete in all material respects, and all materialTaxeshave been paid to the appropriateGovernmental Entity(whether or not shown as due on suchTax Returns). TheCompanyand each of itsSubsidiarieshas complied in all material respects with all applicableLaws, rules and regulations relating to the filing ofTax Returns, the payment and withholding ofTaxesand has, within the time and in the manner prescribed byLaw, withheld and paid over to the properTaxauthorities all material amounts required to be so withheld and paid over under applicableLaws. Neither theCompanynor any of itsSubsidiarieshas received written notice (or, to theKnowledgeof theCompanyor any of itsSubsidiaries, any notice not in writing) of any claim made by anyTaxauthority or otherGovernmental Entityin a jurisdiction in which theCompanyor any of itsSubsidiariesdoes not fileTax Returnsthat theCompanyor any of itsSubsidiariesis required to fileTax Returnsor payTaxesto that jurisdiction.

(b)There is no audit, assessment, examination, or other materialActionpending or, to theKnowledgeof theCompanyor any of itsSubsidiaries, threatened against theCompanyor any of itsSubsidiariesin respect of anyTax. Neither theCompanynor any of itsSubsidiarieshas been or is delinquent in the payment of any materialTax, nor is there any materialTaxdeficiency or assessment outstanding, assessed or proposed against theCompanyor any of itsSubsidiaries, nor has theCompanyor any of itsSubsidiariesagreed to any extension or waiver of the statute of limitations applicable to any materialTax Return, or agreed to any extension of time with respect to a materialTaxassessment or deficiency, which period (after giving effect to such extension or waiver) has not yet expired. Neither theCompanynor any of itsSubsidiarieshas entered into anyclosing agreementor similar written or otherwise binding arrangement with anyTaxauthority or otherGovernmental Entitywith regard to theTaxliability of theCompanyor any of itsSubsidiariesaffecting anyTaxperiod for which the applicable statute of limitations, after giving effect to any extension or waiver thereof, has not expired.

-28-

(c)Neither theCompanynor any of itsSubsidiariesis a party to or bound by anyTaxallocation, indemnity or sharingagreementor similar arrangement.

(d)Each of theCompanyand itsSubsidiarieshas duly and timely withheld and timely remitted to the appropriateTaxauthority or otherGovernmental Entityall materialTaxesrequired to have been withheld and remitted under applicableLaw.

(e)There are noEncumbrancesfor unpaidTaxeson the assets of theCompanyor any of itsSubsidiaries, exceptEncumbrancesfor currentTaxesnot yet due and payable. Neither theCompanynor any of itsSubsidiarieshas anyKnowledgeof any reasonable basis for the assertion of any claim relating or attributable toTaxes, which, if adversely determined, would result in any materialEncumbranceson the assets of theCompanyor any of itsSubsidiaries.

(f)Neither theCompanynor any of itsSubsidiaries(i) has been a member of an affiliated group of corporations within the meaning of Section 1504 of theCode(other than a group the commonparentof which is theCompany) or (ii) has any liability forTaxesof anyPerson(other than theCompanyand itsSubsidiaries) underTreasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, bycontractor otherwise.

(g)None of theCompany’s or any of itsSubsidiaries’ assets are treated as “tax-exempt use property” within the meaning of Section 168(h) of theCodeand none of the property of theCompanyor any of itsSubsidiariesis properly treated as owned by persons other than theCompanyor any of itsSubsidiariesfor incomeTaxpurposes.

(h)Neither theCompanynor any of itsSubsidiarieshas engaged or participated in a transaction that is a “reportable transaction” within the meaning ofTreasury Regulation Section 1.6011-4(b)(1).

(i)Neither theCompanynor any of itsSubsidiaries(i) has received approval to make or has agreed to achangein any accounting method or has any written application pending with anyGovernmental Entityrequesting permission for any suchchange; (ii) has agreed to or is required to make any adjustment under Section 481 or Section 482 of theCode(or similar provision of state, local or foreignLaw); or (iii) has received written notification that theIRS(or otherGovernmental Entity) is proposing any adjustment under Section 481 or Section 482 of theCode(or similar provision of state, local or foreignLaw).

(j) Except as set forth inSection 3.17(j) of the Company Disclosure Letter, there are no Contracts, plans or arrangements,includingbut not limited to the provisions of thisAgreement, covering anyEmployeeorFormer Employeeof theCompanyor any of itsSubsidiariesthat, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G or 404 of theCode.

(k)Each of theCompanyand itsSubsidiarieshas disclosed on its federal incomeTax Returnsall positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of theCode.

-29-

(l)Neither theCompanynor any of itsSubsidiarieshas any material deferred intercompany gain or loss arising as a result of a deferred intercompany transaction within the meaning ofTreasury Regulation Section 1.1502-13 (or similar provision under state, local or foreign law)or any material excess loss accounts within the meaning ofTreasury Regulation Section 1.1502-19.

(m)Neither theCompanynor any of itsSubsidiariesis or ever has been a United States real property holding corporation (as that term is defined in Section 897(c)(2) of theCode) during the applicable period specified in Section 897(c)(1)(ii) of theCode.

(n)Neither theCompanynor any of itsSubsidiarieshas distributed stock of another entity, or had its stock distributed by another entity, in a transaction that was purported or intended to be governed, in whole or in part, by Section 355 or 361 of theCode.

(o)TheCompanyhas delivered toParenttrue, correct and complete copies of all materialTax Returns, examination reports, and statements of deficiencies filed by, assessed against, or agreed to by theCompanyand itsSubsidiarieswith respect toTaxyears beginning after December 31, 2008.

(p)Neither theCompanynor any of itsSubsidiaries(i) has granted in writing any power of attorney which is currently in force with respect to anyTaxesorTax Returns, or (ii) is subject to any private letter ruling of theIRSor any comparable rulings of any otherGovernmental Entity.

(q)There is no amount of taxable income of theCompanyor any of itsSubsidiariesthat will be required under applicableLawto be reported by theCompanyor any of itsSubsidiariesfor a taxable period beginning after theClosingDate which taxable income was realized (and reflects economic income arising) prior to theClosingDate.

(r)For the purposes of thisSection 3.17, references to any entity shallincludeany other entity that was merged, liquidated or converted into such entity.

(s)Notwithstanding anything containedhereinto the contrary, thisSection 3.17constitutes the sole and exclusive representations and warranties of theCompanywith respect toTaxesorTax Returns.

Section 3.18No Rights Plan. The Company has not adopted any shareholders’ rights plan or any other “poison pill.”

Section 3.19Termination of MDUC Acquisition Agreement. That certain Acquisition Agreement, dated as of July 9, 2012, by and among the Company, MBSUB and MDU Communications International, Inc., has been terminated in accordance with Section 10 thereof.

Section 3.20Third Party Acquisition Agreements. The Company is not party to, and does not have any liability, duty or other obligation under, any merger agreement, stock purchase agreement, asset purchase agreement, joint venture agreement, or other similar agreement or understanding, whether written or oral, with any Third Party.

-30-

Section 3.21Fairness Opinion. The Special Committee and the Company Board have received the written opinion (or an oral opinion to be confirmed in writing, a copy of which will be provided to Parent upon receipt thereof by the Company) of Craig-Hallum Capital Group, LLC, dated as of the date of this Agreement, to the effect that, as of the date of such opinion and based upon and subject to the assumptions made, matters considered and qualifications and limitations set forth in such opinion, the Merger Consideration to be received by the holders of Common Shares is fair from a financial point of view to such holders, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified.

Section 3.22Brokers or Finders. Except for fees payable to Craig-Hallum Capital Group, LLC pursuant to that certain engagement letter dated as of December 26, 2012, a correct and complete copy of which has been provided to Parent, the Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement or any other Transaction.

Section 3.23State Takeover Statutes. All action(s) required to be taken by the Company Board (or any committee thereof) or the shareholders of the Company to render inapplicable to this Agreement, the Merger and the other Transactions the restrictions on (i) a “control share acquisition” (as defined in Section 302A.011 of the MBCA) set forth in Section 302A.671 of the MBCA and (ii) “business combinations” with an “interested shareholder” (each as defined in Section 302A.011 of the MBCA) set forth in Section 302A.673 of the MBCA to the extent such restrictions would otherwise be applicable to this Agreement, the Merger and the other Transactions, have been taken. Accordingly, the Transactions are exempt from the application of such provisions. No other “moratorium,” “control share acquisition” or other similar antitakeover statute or regulation enacted under any federal, state, local or foreign Laws applicable to the Company is applicable to this Agreement, the Merger or the other Transactions.

Section 3.24Insurance.Section 3.24 of the Company Disclosure Letter sets forth a complete and accurate list of all insurance policies that are maintained by the Company or its Subsidiaries or which names the Company or any of its Subsidiaries as an insured (or loss payee), including those which pertain to the Company’s or any of its Subsidiaries’ assets, employees or operations. All such insurance policies are in full force and effect and all premiums currently payable or previously due thereunder have been paid. Neither the Company nor any of its Subsidiaries have received notice of cancellation of any such insurance policy or is in breach of, or default under, any such insurance policy. There is no material claim by the Company or any of its Subsidiaries pending under any such insurance policy covering the assets, business, equipment, properties, operations, employees, officers and directors of the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries has been refused any insurance with respect to its assets or operations by any insurance carrier to which it has applied for any such insurance or with which it has carried insurance, during the last five (5) years prior.

Section 3.25Related Party Transactions. Except as otherwise disclosed in the Company SEC Documents, no executive officer or director of the Company or any of its Subsidiaries or any person owning 5% or more of the Common Shares (or any of such person’s Immediate Family or Affiliates or associates) is a party to any Contract with or binding upon the Company or any of its Subsidiaries or any of their respective assets, rights or properties or has any interest in any property owned by the Company or any of its Subsidiaries or has engaged in any transaction with any of the foregoing within the last twelve (12) months.

-31-

Section 3.26Illegal Payments, etc. In the conduct of its business, neither the Company nor any Subsidiary of the Company nor, to the Knowledge of the Company, any of their respective directors, officers, employees or agents, has given, or agreed to give, any gift, contribution or payment that is illegal under applicable Law to any supplier, customer, governmental official or employee or other Person who was, is or may be in a position to help or hinder the Company (or assist in connection with any actual or proposed transaction) or made, or agreed to make, any contribution that is or was illegal under applicable Law, or reimbursed any political gift or contribution that is or was illegal under applicable Law made by any other Person, to any candidate for federal, state, local or foreign public office.

Article IV.REPRESENTATIONS AND WARRANTIES
OFPARENTANDMERGER SUB

Parent and Merger Sub, jointly and severally, represent and warrant to the Company as follows:

Section 4.1Organization; Ownership ofMerger Sub. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and has all requisite corporate or other power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power, authority and governmental approvals would not have a Parent Material Adverse Effect.

Section 4.2Authorization; Validity ofAgreement; Necessary Action. Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement, and the consummation by Parent and Merger Sub of the Transactions, have been duly and validly authorized by the respective boards of directors of Parent and Merger Sub and by Parent as the sole shareholder of Merger Sub, and no other corporate action on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Transactions, subject to the filing of appropriate merger documents as required by the MBCA. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery of this Agreement by the Company, is a valid and binding obligation of each of Parent and Merger Sub enforceable against each of them in accordance with its terms, except that (a) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

-32-

Section 4.3Consentsand Approvals; No Violations. Except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable rules and requirements of, the Exchange Act, the HSR Act, the NASDAQ Stock Market, and the filing of the Articles of Merger, (b) for such other filings, permits, authorizations, consents and approvals which have already been obtained and (c) as set forth inSection 4.3 of the disclosure letter, dated the date hereof and delivered by Parent to the Company (the “Parent Disclosure Letter”), none of the execution, delivery or performance of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions of this Agreement will (w) conflict with or result in any breach of any provision of the respective articles or certificate of incorporation, bylaws or other similar organizational documents of Parent and Merger Sub, (x) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (y) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, Contract or other instrument or obligation to which Parent or any of its Subsidiaries (including Merger Sub) is a party or by which any of them or any of their respective properties or assets may be bound or (z) violate any Order or Law applicable to Parent, any of its Subsidiaries (including Merger Sub) or any of their properties or assets, except in the case of clause (x), (y) or (z) where failure to obtain such permits, authorizations, consents or approvals or to make such filings, or where such violations, breaches or defaults would not, individually or in the aggregate, have a Parent Material Adverse Effect.

Section 4.4Ownership ofCommon Shares. Neither Parent nor any of its Subsidiaries (including Merger Sub) beneficially owns (as defined in Rule 13d-3 of the Exchange Act) any Common Shares.

Section 4.5Information in Proxy Statement. None of the information with respect to Parent or Merger Sub provided in writing by Parent or Merger Sub to the Company expressly for use in the Proxy Statement will, at the date the Proxy Statement is first mailed to the Company’s shareholders and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact relating to Parent or Merger Sub that is required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they are made, not misleading.

Article V.

PRE-CLOSING COVENANTS

Section 5.1Interim Operations of theCompany. The Company shall, and shall cause each of its Subsidiaries to, during the period from the date of this Agreement until the Effective Time, except as expressly provided by this Agreement, as required by applicable Law, or with the prior written consent of Parent, conduct its business in the ordinary course of business consistent with past practice, and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, use all commercially reasonable efforts to preserve intact its and its Subsidiaries’ business organization, to keep available the services of its and its Subsidiaries’ current officers and employees, to maintain the Governmental Permits in full force and effect and timely comply with all applicable Laws with respect thereto, and to preserve its and its Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees, creditors, business partners and other Persons having business relationships with it. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated by this Agreement or as set forth inSection 5.1 of the Company Disclosure Letter or as required by applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent:

-33-

(a)(i) fail to file allTax Returnsrequired to be filed by it and pay all of its debts andTaxeswhen due or (ii) fail to pay or perform its other liabilities when due, in each case, subject to good faith disputes over such debts,Taxesor liabilities;

(b)amend or propose to amend anyCompany Charter Documentor anySubsidiary Charter Document;

(c)(i) declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to, or enter into anyContractwith respect to the voting of, the capital stock of theCompanyor any of itsSubsidiaries; (ii) issue, sell, transfer, pledge, dispose of or encumber, or agree to issue, sell, transfer, pledge, dispose of or encumber, any additionalsharesof, or securities convertible into or exchangeable for, oroptions, warrants, calls, puts, collars, commitments or rights of any kind to acquire or sell (or stock appreciation rights with respect to), anysharesof capital stock of theCompanyor any of itsSubsidiaries(includingtreasury stock), other than in respect of theCommon Sharesreserved for issuance onthe date of this Agreementpursuant to the exercise of Options outstanding onthe date hereof, the vesting ofCompany Restricted Sharesoutstanding onthe date hereofand the conversion ofPreferred Sharesoutstanding onthe date hereofintoCompany Common Stock, (iii)  split, combine or reclassify any of the outstanding capital stock of theCompanyor any of theSubsidiariesof theCompany(includingtheCommon Shares) or (iv) redeem, purchase or otherwise acquire, or offer to redeem, purchase or otherwise acquire, directly or indirectly, any of theCompany’s or any of itsSubsidiaries’ capital stock;

(d)except as required by applicableLaw: (i) make any changes in the compensation payable or to become payable to any of its officers, directors,employees, agents, consultants or otherPersonsproviding management services (other than changes in wagesin the ordinary course of business and consistent with past practicetoemployeesof theCompanyor itsSubsidiarieswho are not officers, directors or Affiliates of theCompany); (ii) adopt, enter into or amend (includingacceleration of vesting) any employment, severance, retention, consulting, termination, deferred compensation, “changein control” or other employee benefitagreement(collectively, “Employment Agreements”)including, without limitation, any Company Plan, except that theCompanyand itsSubsidiariesmay,in the ordinary course of business consistent with past practice, enter into in any suchagreementin connection with the hiring of newemployeeswho are not executive officers or direct reports to an executive officer; (iii) promote any officers oremployees, except in connection with theCompany’s annual or quarterly compensation review cycle or as the result of the termination or resignation of any officer or employee; (iv) make any loans (other than travel and payroll advances to non-officeremployees in the ordinary course of business consistent with past practice) to any of its officers, directors,employees, Affiliates, agents or consultants or make anychangein its existing borrowing or lending arrangements for or on behalf of any suchPersonspursuant to a Company Plan or otherwise; or (v) take (or omit to take) anyactionwhich could reasonably be expected to result in a “good reason,” “constructive termination,” or similar event, for purposes of anyEmployment Agreement;

(e)except as required by applicableLawor under the terms of any Company Plan, (i) pay or make any accrual or arrangement for payment of any pension, retirement allowance or other employee benefit pursuant to any existing plan oragreementto any officer, director, employee or Affiliate, other thanin the ordinary course of business consistent with past practice, (ii) pay or agree to pay or make any accrual or arrangement for payment to any officers, directors,employeesor Affiliates of theCompanyof any amount relating to unused vacation days, or (iii) adopt or pay, grant, issue, accelerate or accrue salary or other payments or benefits pursuant to any Company Plan, or any employment or consultingagreementwith or for the benefit of any director, officer, employee, agent or consultant;

-34-

(f)(i) incur or assume any long-term or short-termIndebtedness(other than an aggregate net increase of up toTwo Million Dollars($2,000,000.00) in short-termIndebtednessincurred in the ordinary course of business between the date of this Agreement andAugust31, 2013;provided,however, that if theClosinghas not occurred by August 31, 2013, theCompanyandParentwill work together to determine a new limit on short-termIndebtednessthat may be incurred by theCompanyin the ordinary course of business during the period beginning on August 31, 2013 and continuing until theEffective Time) (includingwithout limitation drawing down any amounts under theCredit Facility), (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any otherPerson, or (iii) make any loans, advances or capital contributions to, or investments in, any otherPersonor enter into any material commitment or transaction (including, any borrowing, capital expenditure or purchase, sale orleaseof assets or real estate);

(g)make or authorize any initial capital expenditure, other than capital expenditures contemplated by theCompany’s existing capital budget, a copy of which has been attached toSection 5.1(g) of theCompany Disclosure Letter;

(h)pay, discharge, waive or satisfy any rights, claims, liabilities or obligations, other than the payment, discharge, waiver, settlement or satisfaction of any such rights, claims, liabilities or obligations,in the ordinary course of business consistent with past practice, or claims, liabilities or obligations reflected or reserved against in, or contemplated by, theFinancial Statements(or the notes to theFinancial Statements);

(i)(i) changeany of the accounting methods used by it or any of its methods of reporting income or deductions forTaxpurposes unless required by achangeinGAAPorLaw, (ii) settle any materialTaxclaim, assessment, audit or investigation, (iii)consentto any materialTaxclaim or assessment or any waiver of the statute of limitations for any such claim or assessment, (iv) make, revoke orchangeanyTaxelection, (v) request aTaxruling, (vi) amend anyTax Returnor (vii) file anyTax Returnin a manner that is materially inconsistent with past custom and practice with respect to theCompanyor any of itsSubsidiariesunless required by applicableLaw;

(j)(i) adopt a plan of complete or partial liquidation, dissolution,merger, consolidation, restructuring, recapitalization or other reorganization (other than thisAgreement) or (ii) acquire, transfer,lease, license, sell, mortgage, pledge, dispose of or encumber any material assets, other than inventoryin the ordinary course of business consistent with past practice;

(k)acquire (bymerger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets (other thanin the ordinary course of business consistent with past practices), securities, properties, interests or businesses;

-35-

(l)sell,lease, license, or otherwise transfer any of its material assets, securities, properties, interests,Governmental Permitsor businesses, other than the sale of inventory in the ordinary course of business;

(m)other thanin the ordinary course of business consistent with past practices, (i) amend, supplement, or terminate anyMaterial Contractor (ii) enter into anyContractthat would have been required to be disclosed inSection 3.9(a) of theCompany Disclosure Letteras aMaterial Contracthad it been entered into prior tothe date hereof;

(n)place or allow the creation of any materialEncumbrance(other than aPermitted Encumbrance) on any of their respective assets and properties;

(o)terminate or cancel any material insurance policy;

(p)enter into any materialagreement,agreementin principle, letter of intent, memorandum of understanding or similarContractwith respect to any joint venture, strategic partnership or alliance;

(q)initiate, settle or compromise any materialAction;

(r)knowingly take anyactionor knowingly omit to take anyaction, whichactionor omission could reasonably be expected to result in any loss, impairment or adverse modification of anyGovernmental Permit;

(s)make any bonus payment nor any payment pursuant to the 2013 Short-Term Incentive Plan, except for payments made in the ordinary course to Employees other than James L. Mandel, Steve M. Bell, Mitch Clarke, Kent Whitney, or Alvie Smith, for whom no bonus payments or payments pursuant to the 2013 Short-Term Incentive Plan may be made prior to the Effective Time; or

(t)enter into anagreement,contract, commitment or arrangement to do any of the foregoing, or to authorize or announce an intention to do any of the foregoing.

None of the covenants contained in thisSection 5.1 is intended to give Parent or Merger Sub the right to control or direct the Company’s or any of its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, the Company and its Subsidiaries shall exercise, in accordance with the terms and conditions of this Agreement, operational control over their respective businesses, assets and properties.

Section 5.2OtherActions. From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance withArticle VIII, the Company and Parent shall not, and shall not permit any of their respective Subsidiaries to, take, or agree or commit to take, any action not otherwise permitted by this Agreement that could reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the Merger or the other Transactions.

-36-

Section 5.3Solicitation.

(a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 11:59 p.m. (Minneapolis, Minnesota time) on the forty-fifth (45^th) day following the date of this Agreement (the “Solicitation End Time”), the Company and its Subsidiaries and the Company’s and its Subsidiaries’ officers, directors, employees, investment bankers, attorneys, accountants, consultants and other agents or advisors (“Representatives”) shall have the right to directly or indirectly: (i) initiate, solicit and encourage Acquisition Proposals, including by way of providing access to non-public information to any Third Party pursuant to (but only pursuant to) a confidentiality agreement on customary terms not materially more favorable to such Third Party than those contained in the Non-Disclosure Agreement (an “Acceptable Confidentiality Agreement”) (provided to Parent for informational purposes only), provided that the Company shall promptly (and in any event within twenty-four (24) hours) make available to Parent and Merger Sub any material non-public information concerning the Company or its Subsidiaries that the Company provides such Third Party or gives such Third Party access to that was not previously made available to Parent or Merger Sub; and (ii) enter into and maintain discussions or negotiations with respect to potential Acquisition Proposals or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations. During the period beginning onthe date of this Agreementand continuing until theSolicitation End Time, theCompanyshall notifyParent, in writing,promptly (and in any event within twenty-four (24) hours)after it obtainsKnowledgeof the receipt by theCompanyor any of itsRepresentativesof anyAcquisitionProposal, any inquiry that could reasonably be expected to lead to anAcquisition Proposal, any request for non-public information relating to theCompanyor any of itsSubsidiariesor for access to the business, properties, assets, books or records of theCompanyor any of itsSubsidiariesby anyThird Party.

(b)At theSolicitation End Time, theCompanyshall notifyParentin writing of the identity of eachExcluded Partyand of the material terms and conditions of theAcquisition Proposalthen outstanding from suchExcluded Party. If anyThird Partybecomes anExcluded Partyafter theSolicitation End Timepursuant toSection 5.3(i), theCompanyshallpromptly (and in any event within twenty-four (24) hours)notifyParentin writing of the identity of suchExcluded Partyand of the material terms and conditions of theAcquisition Proposalreceived from suchExcluded Party.

(c)Except as otherwise expressly set forth in thisSection 5.3, at theSolicitation End Time, (i) theCompanyshall and shall cause each of itsSubsidiaries, itsRepresentativesand itsSubsidiaries’ Representativesto immediately cease any solicitation, encouragement, discussions or negotiations with anyThird Party(other than anyExcluded Party) that may be ongoing with respect to anyAcquisition Proposaland with anyThird Party(other than anyExcluded Party) that has made or indicated an intention to make anAcquisition Proposal, and (ii) theCompanyshall, or shall cause itsRepresentativesto, request that each suchThird Party(other than anyExcluded Party) promptly return or destroy all non-public information concerning theCompanyand itsSubsidiaries.

-37-

(d)Except as otherwise expressly permitted by thisSection 5.3, from theSolicitation End Timeuntil the earlier of theEffective Timeor the termination of thisAgreementin accordance withArticle VIII, theCompanyshall not, and shall cause itsSubsidiariesnot to, and shall not authorize or permit its or itsSubsidiaries’Representativesto, directly or indirectly: (i) initiate, solicit, facilitate or encourage (includingby way of providing information) the making, submission or announcement of any inquiries, proposals or offers that constitute, or could reasonably be expected to lead to, anyAcquisition Proposal; (ii) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to theCompanyor any of itsSubsidiariesto, afford access to the business, properties, assets, books or records of theCompanyor any of itsSubsidiariesto, or knowingly assist, participate in, facilitate or encourage any effort by, anyThird Partythat is seeking to make, or has made, anyAcquisition Proposal; (iii) terminate, amend or grant any waiver orreleaseunder any standstill or similaragreementwith respect to any class of equity securities of theCompanyor any of itsSubsidiaries; (iv) approve, endorse or recommend, or publicly propose to approve or recommend, anyAcquisition Proposal; (v) enter into anyagreementin principle, letter of intent, term sheet, acquisitionagreement,merger agreement, optionagreement, joint ventureagreement, partnershipagreementor otherContractrelating to anyAcquisition Proposal(each a “Company Acquisition Agreement”); or (vi) enter into anyagreementoragreementin principle requiring theCompanyto abandon, terminate or fail to consummate theTransactionsor breach theCompany’s obligationshereunderor propose or agree to do any of the foregoing. Notwithstanding the foregoing, following theSolicitation End Timeand prior to the time, but not after, theShareholder Approvalis obtained, the restrictions set forth in thisSection 5.3(d)shall not apply to anyExcluded Party, so long as suchThird Partyremains anExcluded Party.

(e)Notwithstanding anything in thisAgreementto the contrary, at any time following theSolicitation End Timeand prior to, but not after, the receipt of theShareholder Approval, theCompany Board, directly or indirectly through anyRepresentative, may, subject toSection 5.3(f)andSection 5.3(g),(i)participate in negotiations or discussions with anyThird Partythat has made (and not withdrawn) a bona fide, unsolicitedAcquisition Proposalin writing that theCompany Boardbelieves in good faith, after consultation with independent financial advisors and outside legal counsel, constitutes or would reasonably be expected to result in aSuperior Proposal,(ii)thereafter furnish to suchThird Partynon-public information relating to theCompanyor any of itsSubsidiariespursuant to an executedAcceptable Confidentiality Agreement(notice of whichAcceptable Confidentiality Agreementshall bepromptly (in all events within twenty-four (24) hours)provided for informational purposes only toParent),(iii)following receipt of and on account of aSuperior Proposal, make anAdverse Recommendation Change, and(iv)take anyactionthat any court of competent jurisdiction orders theCompanyto take (whichorderremains unstayed), but in each case referred to in the foregoing clauses(i) through (iv)of thisSection 5.3(e), only if theCompany Boarddetermines in good faith, after consultation with outside legal counsel, that the failure to take suchactionwould reasonably be expected to cause theCompany Boardto be in breach of its fiduciary duties under applicableLaw.

(f)During the period beginning at theSolicitation End Timeand continuing until the earlier of the termination of thisAgreementin accordance withArticle VIIIand theShareholder Approval, theCompanyshall notifyParent, in writing,promptly (and in any event within twenty-four (24) hours)after it obtainsKnowledgeof the receipt by theCompanyor any of itsRepresentativesof anyAcquisitionProposal, any inquiry that could reasonably be expected to lead to anAcquisition Proposal, any request for non-public information relating to theCompanyor any of itsSubsidiariesor for access to the business, properties, assets, books or records of theCompanyor any of itsSubsidiariesby anyThird Party. In such notice, theCompanyshall identify theThird Partymaking, and details of the material terms and conditions of, any suchAcquisition Proposal, indication or request. TheCompanyshall keepParentfully informed, on a current basis, of the status and material terms of any suchAcquisition Proposal, indication or request,includingany material amendments as to price and other material terms thereof. TheCompanyshallpromptly (and in any event within twenty-four (24) hours)post to an electronic data room to whichParenthas access any non-public information concerning theCompany Business, present or future performance, financial condition or results of operations, provided to anyThird Party.

-38-

(g)Except as set forth inSection 5.3(e)and thisSection 5.3(g), neither theCompany Boardnor any committee thereof shall withhold, withdraw, qualify, fail to make, modify or amend (or publicly propose or resolve to withhold, withdraw, qualify, modify or amend), in a manner adverse toParentorMerger Sub, theCompany Recommendation, or recommend anAcquisition Proposal, fail to recommend against acceptance of any tender offer or exchange offer forCommon Shareswithin ten (10)Business Daysafter the commencement of such offer, or make any public statement inconsistent with theCompany Recommendation, or resolve or agree to take any of the foregoing actions (any of the foregoing, an “Adverse Recommendation Change”) or enter into (or permit anySubsidiaryto enter into) aCompany Acquisition Agreement. Notwithstanding the foregoing, at any time prior to the receipt of theShareholder Approval, theCompany Boardmay make anAdverse Recommendation Changeor enter into (or permit anySubsidiaryto enter into) aCompany Acquisition Agreement, if: (i) theCompanypromptly notifiesParent, in writing, at least five (5)Business Days(the “Notice Period”) before making anAdverse Recommendation Changeor entering into (or causing aSubsidiaryto enter into) aCompany Acquisition Agreement, of its intention to take suchactionwith respect to aSuperior Proposal, which notice shall state expressly that theCompanyhas received anAcquisitionProposal that theCompany Boardintends to declare aSuperiorProposal and that theCompany Boardintends to make anAdverse Recommendation Changeand/or theCompanyintends to enter into aCompany Acquisition Agreement; (ii) theCompanyattaches to such notice the most current version of the proposedagreement(which version shall be updated on a prompt basis) and the identity of theThird Partymaking suchSuperior Proposal; (iii) theCompanyshall, and shall cause itsSubsidiariesto,and shall use all commercially reasonable effortsto cause its and itsSubsidiaries'Representativesto, during theNotice Period, negotiate withParentin good faith to make such adjustments in the terms and conditions of thisAgreementso that suchAcquisition Proposalceases to constitute aSuperior Proposal, ifParent, in its discretion, proposes to make such adjustments (it being agreed that in the event that, after commencement of theNotice Period, there is any material revision to the terms of aSuperior Proposal,including, any revision in price, theNotice Periodshall be extended, if applicable, to ensure that at least three (3)Business Daysremain in theNotice Periodsubsequent to the time theCompanynotifiesParentof any such material revision (it being understood that there may be multiple extensions)); (iv) theCompany Boarddetermines in good faith, after consulting with outside legal counsel and its financial advisor, that suchAcquisition Proposalcontinues to constitute aSuperior Proposalafter taking into account any adjustments made byParentduring theNotice Periodin the terms and conditions of thisAgreement; and (v) theCompanycomplies with all other provisions of thisAgreement,includingthose contained inArticle VIII.

-39-

(h)For purposes of thisAgreement, “Superior Proposal” means a bona fide, writtenAcquisition Proposal, which does not result from or arise in connection with a breach of thisSection 5.3by theCompany Board, theCompanyor anyCompany Representative, involving the direct or indirect acquisition pursuant to a tender offer, exchange offer,merger, consolidation or other business combination, of all or substantially all of theCompany's consolidated assets or at least two-thirds of the then outstandingCommon Shares, that theCompany Boarddetermines in good faith (after consultation with outside legal counsel and its financial advisor) is more favorable from a financial point of view to the holders ofCompany Common Stockthan theTransactions, taking into account (i) all financial considerations, (ii) the identity of theThird Partymaking suchAcquisition Proposal, (iii) the anticipated timing, conditions (includingany financing condition or the reliability of any debt or equity funding commitments) and prospects for completion of suchAcquisition Proposal, (iv) the other terms and conditions of suchAcquisition Proposaland the implications thereof on theCompany,includingrelevant legal, regulatory and other aspects of suchAcquisition Proposaldeemed relevant by theCompany Boardand (v) any revisions to the terms of thisAgreementand theMergerproposed byParent during the Notice Period set forth inSection 5.3(g).

(i)For purposes of thisAgreement, “Excluded Party” means anyThird Party,group of Third Parties or groupthatincludesanyThird Partyfrom whom theCompanyhas received, prior to theSolicitation End Time, a bona fide writtenAcquisitionProposal that the Special Committee determines, prior to theSolicitation End Time, in good faith, after consultation with independent financial advisors and outside legal counsel, constitutes or would reasonably be expected to result in aSuperior Proposal, and whichAcquisition Proposalhas not been rejected or withdrawn as of, or at any time after, theSolicitation End Time;provided,however, that if such anAcquisition Proposalis received by theCompanyless than twoBusiness Daysprior to theSolicitation End Time, the Special Committee will have until 11:59 p.m. (Minneapolis, Minnesota time) on the secondBusiness Dayfollowing the date on which theCompanyreceived theAcquisition Proposalto determine in good faith, after consultation with independent financial advisors and outside legal counsel, whether suchAcquisition Proposalconstitutes or would reasonably expected to result in aSuperior Proposal.

(j)Nothing contained in thisSection 5.3shall prevent theCompany Boardfrom complying withRule 14d-9 of Regulation M-Aor Rule 14e-2 promulgated under theExchange Actwith regard to anAcquisitionProposal, if theCompanydetermines, after consultation with outside legal counsel, that failure to disclose such position would constitute a violation of applicableLaw.

Section 5.4Cooperation.

(a)Debt Financing. TheCompanyagrees touse commercially reasonable effortsto provide such assistance (and to cause its subsidiaries and its and their respective personnel and advisors to provide such assistance) with theDebt Financingas is reasonably requested byParent. Such assistance shall include, but not be limited to, using commercially reasonable efforts to do the following: (i) cause the senior management of theCompanyto be reasonably available, on reasonable advance notice, toParentand the financial institutions providing theDebt Financingto participate in due diligence sessions and drafting sessions related to theDebt Financing, (ii) timely delivery toParentand its financing sources of theFinancing Information; (iii) cause its independent auditors to cooperate with theDebt Financing,includingcausing theCompany’s independent auditors to prepare and deliver audit reports and “comfort letters” dated the date of each offering document with respect to thefinancial statementsof theCompanyand its subsidiaries included in any offering memorandum used in connection with any transaction in connection with theDebt Financing(with appropriate bring down comfort letters delivered on theClosingDate for each component of theDebt Financing), in compliance with professional standards and otherwise on terms reasonably acceptable toParent, in each of the foregoing cases as may be customary in connection with a financing substantially similar to theDebt Financing; and (iv) taking such actions as are reasonably requested byParentor its financing sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining theDebt Financing. TheCompanyshall provide toParentand theLenderssuch information as may be necessary so that theFinancing InformationandMarketing Materialis complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading.

-40-

(b)SECFilings. TheCompanyagrees to provide such assistance (and to cause itsSubsidiariesand its and their respective personnel and advisors to provide such assistance) with the filing of registration statements and other reports to be filed byParentwith theSECunder theExchange Actas is reasonably requested byParent,including, but not limited to,Parent’s current FormS-4on file with theSEC.

(c)Securityholder Litigation. TheCompanyshall giveParentthe right to review and comment on all material filings or responses to be made by theCompanyin connection with any securityholder litigation against theCompanyand/or its directors relating to theTransactions, and the right to consult on the settlement with respect to such securityholder litigation, and theCompanywill in good faith take such comments into account, and, no such settlement shall be agreed to withoutParent’s prior writtenconsent(suchconsentnot to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, theCompanyshall not be required to provide any notice or information toParentthe provision of which theCompanyin good faith determines may adversely affect theCompany’s or any otherPerson’s attorney-client or other privilege with respect to such information.

Section 5.5Company Warrants. The Company shall deliver to Parent a Warrant Termination Agreement for each Company Warrant. Each such Warrant Termination Agreement shall be duly executed by the Company and the holder of such Company Warrant.

Section 5.6Employee Options. Prior to the Effective Time, the Company shall use commercially reasonable efforts to amend each Employee Option, whether or not then exercisable or vested, which amendment (collectively the “Employee Option Amendments”) shall provide that, as of the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each Employee Option shall become fully vested, and shall automatically be canceled, and shall be converted into and thereafter represent only the right to receive, in settlement thereof, the Employee Option Consideration, in accordance with all provisions contained in this Agreement (including, without limitation,Section 2.3). In effecting the Employee Option Amendments, the Company shall, and shall cause all documents related to the Employee Option Amendments that are filed with the SEC or published, sent or given to holders of Employee Options (collectively, the “Employee Option Amendment Documents”) to, comply in all respects with the provisions of applicable federal securities laws (including, without limitation, the provisions of the Exchange Act that relate to issuer tender offers) and state Law. The Company shall provide Parent with copies of all Employee Option Amendment Documents and allow Parent a reasonable opportunity to review and make reasonable changes to any documents which are proposed to be sent to the holders of Employee Options.

-41-

Section 5.7SECFiling Covenant. From the date hereof until the Effective Time, the Company shall file all Company SEC Documents required to be filed by the Company. Each such Company SEC Document (a) shall be filed on a timely basis, including any applicable extensions of time to file, and (b) shall comply, when filed, as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, each as in effect on the date filed.

Section 5.8Section 16 Matters. Prior to the Effective Time, the Company shall use all commercially reasonable efforts to cause any disposition of Company Common Stock (including derivative securities with respect to Company Common Stock) by each Person who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Article VI.

ADDITIONALAGREEMENTS

Section 6.1Preparation of Proxy Statement.

(a)As promptly as practicable afterthe date of this Agreement(but in any event, no later than the 45^th day thereafter), theCompanyshall file with theSECthe Proxy Statement in preliminary form.The Company shall use all commercially reasonable effortsto (i) respond to the comments of theSEC(subject to the requirements ofSection 6.1(b)) and (ii) cause the Proxy Statement, in definitive form, to be disseminated to the holders of theCommon Shares, as and to the extent required by applicable federal securitiesLaws. Subject toSection 5.3, the Proxy Statement shall contain theCompany Recommendationand shall comply in all respects with the relevant provisions of theMBCA.

(b) ParentandMerger Subshall provide for inclusion, or incorporation by reference, in the Proxy Statement of all required information regardingParentandMerger Sub. TheCompanyshall provideParentand its counsel reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any amendment or supplement thereto (other than amendments or supplements thereto in compliance withSection 5.3), before such is filed with theSEC. TheCompanyshall not file theCompany Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance withSection 5.3), without providingParenta reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by theCompany). In addition, theCompanyshall provideParentand its counsel with (i) any comments or communications, whether written or oral, that theCompanyor its counsel may receive from time to time from theSECor its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and (ii) a reasonable opportunity to review and comment on such comments.The Company shall use all commercially reasonable effortsto resolve, and each party agrees to consult and cooperate with the other party in resolving, allSECcomments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form to be cleared by theSECand mailed to theCompany’s shareholders as promptly as reasonably practicable following filing with theSEC.

-42-

(c)Each of theCompany, ParentandMerger Subshall cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of theCompany,ParentandMerger Subagrees to promptly (i) correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it for use in the Proxy Statement toincludeany information that shall become necessary inorderto make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. TheCompanyfurther agrees to cause the Proxy Statement as so corrected or supplemented to be filed with theSECand to be disseminated to the holders of theCommon Shares, in each case as and to the extent required by applicable federal securitiesLaws.

Section 6.2Shareholders Meeting. Subject to the terms set forth in this Agreement, the Company shall, as soon as reasonably practicable after the date of this Agreement, in accordance with applicable Law (including the MBCA), the Company Charter Documents and the rules of The NASDAQ Stock Market, take all action necessary to duly call, give notice of, convene and hold a special meeting of the Company’s shareholders (the “Special Meeting”) for the purpose of considering and taking action upon the approval of the Merger and the other Transactions and the adoption of this Agreement and the Merger. Subject to the ability of the Company Board to effect an Adverse Recommendation Change in accordance withSection 5.3, the Company Board shall: (i) recommend approval and adoption of this Agreement, the Merger and the other Transactions by the Company’s shareholders; (ii) use all commercially reasonable efforts to obtain the Shareholder Approval; (iii) take all other action reasonably necessary to secure the vote or consent of such holders required by the MBCA or this Agreement to effect the Merger and the other Transactions; and (iv) otherwise comply with all legal requirements applicable to such meeting. The Company shall keep Parent and Merger Sub updated with respect to proxy solicitation results as requested by Parent or Merger Sub.

Section 6.3Commercially Reasonable Efforts.

(a)Except as otherwise set forth in thisAgreement(including, but not limited to,Section 5.3), prior to theClosing,Parent,Merger Subandthe Company shall use all commercially reasonable effortsto take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicableLawsto consummate and make effective theTransactionsas promptly as practicable following the execution of thisAgreement including(i) the preparation and filing of all forms, registrations and notices required to be filed to consummate theTransactions, (ii) the satisfaction of the other parties’ conditions to consummating theTransactions, (iii) taking all reasonable actions necessary to obtain (and cooperation with each other in obtaining) anyconsent, authorization,Orderor approval of, or any exemption by, anyThird Party,includinganyGovernmental Entity(which actions shallincludecooperation in the filing of all information required under theHSR Actand in connection with approvals of or filings with any otherGovernmental Entity) required to be obtained or made byParent,Merger Sub, theCompanyor any of their respectiveSubsidiariesin connection with theTransactionsor the taking of anyactioncontemplated by theTransactionsor by thisAgreement, and (iv) the execution and delivery of any additional instruments necessary to consummate theTransactionsand to fully carry out the purposes of thisAgreement. Additionally, except as otherwise set forth in thisAgreement(including, but not limited to,Section 5.3), each ofParentandthe Company shall use all commercially reasonable effortsto fulfill all conditions precedent to theMergerand shall not take anyactionafterthe date of this Agreementthat would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval orconsentfrom anyGovernmental Entitynecessary to be obtained prior toClosing.

-43-

(b)Prior to theClosing, each party hereto shall promptly consult with the other parties to thisAgreementwith respect to, provide any necessary information with respect to, and provide the other parties hereto (or their counsel) copies of, all filings made by such party with anyGovernmental Entityor any other information supplied by such party to aGovernmental Entityin connection with thisAgreementand theTransactions;provided,however, that with respect to filings under theHSR Act, the parties hereto shall furnish only such information as is customarily shared with other parties in connection with filings made under theHSR Act. Each party to thisAgreementshall promptly inform the other parties to thisAgreementof any communication from anyGovernmental Entityregarding any of theTransactions. If any party to thisAgreementor any Affiliate of such parties receives a request for additional information or documentary material from anyGovernmental Entitywith respect to theTransactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties to thisAgreement, an appropriate response in compliance with such request. To the extent that transfers of anyGovernmental Permitsare required as a result of the execution of thisAgreementor the consummation of theTransactions, theCompany,Parent and Merger Sub shall use all commercially reasonable effortsto effect such transfers.

(c)TheCompanyandParentshall take all reasonable actions necessary to file, as promptly as practicable, but in any event no later than ten (10)Business Daysafterthe date of this Agreement, notifications under theHSR Actand to respond, as promptly as practicable, to any inquiries received from theFederal Trade Commissionand theAntitrustDivision of theDepartment of Justicefor additional information or documentation and to respond, as promptly as practicable, to all inquiries and requests received from any state Attorney General or otherGovernmental Entityin connection with antitrust matters.

(d) Each of Parent and the Company shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Transactions under the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”). In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any of the Transactions as violative of any Antitrust Laws, each of Parent and the Company shall cooperate and use all commercially reasonable efforts to vigorously contest and resist any such Action, and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other Order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts the consummation of the Merger or any other Transaction, including by vigorously pursuing all available avenues of administrative and judicial appeal unless, by mutual agreement, Parent and the Company decide that litigation is not in their respective best interests. Notwithstanding the foregoing or any other provision of this Agreement, nothing in thisSection 6.3(d) shall limit the right of any party hereto to terminate this Agreement pursuant toSection 8.1, so long as such party hereto has, up to the time of termination, complied in all material respects with its obligations under thisSection 6.3(d). Each of Parent and the Company shall use all commercially reasonable efforts to take such action as may be required to cause the expiration of the waiting periods under the HSR Act or other Antitrust Laws with respect to the Transactions as promptly as possible after the execution of this Agreement.

-44-

(e)As soon as practicable afterthe date hereof, but in no event more than twenty (20)Business Daysfollowingthe date hereof, theCompany and Parent shall use all commercially reasonable effortsto file or cause to be filed with theFCCan appropriate application forFCC consentto the transfer of control toParentof theFCC Authorizations(the “FCC Transfer Application”);provided,however, that the failure to file within such twenty (20)Business Dayperiod shall not constitute a breach of thisAgreementso long as the filing is made as promptly as reasonably practicable thereafter. TheFCC Transfer Applicationand any supplemental information furnished in connection therewith shall be in substantial compliance with theFCC Rules, and shall contain such showings, information and requests for waivers as shall be appropriate.Parentand theCompanyshall furnish to each other such necessary information and reasonable assistance as the other may reasonably request in connection with the preparation, filing and prosecution of theFCC Transfer Application.Parentandthe Company shall each use all commercially reasonable effortsto prosecute theFCC Transfer Applicationand shall furnish to theFCCany documents, materials or other information reasonably requested by theFCC.

(f)The parties’ commercially reasonable efforts shall notinclude(i) proposing, negotiating, committing to or effecting, byconsentdecree, hold separateorder, or otherwise, the sale, divestiture or disposition of businesses, product lines or assets of theCompany,Parentor their respectiveSubsidiariesor (ii) otherwise taking or committing to take actions that would limitParent’s or itsSubsidiaries’ freedom ofactionwith respect to, or its or their ability to retain, one or more of the businesses, product lines or assets of theCompany,Parentor their respectiveSubsidiaries.

Section 6.4Notification of Certain Matters. Subject to applicable Law, the Company shall give prompt written notice to Merger Sub and Parent, and Merger Sub and Parent shall give prompt written notice to the Company of (a) the occurrence or non-occurrence of any event whose occurrence or non-occurrence could reasonably be expected to cause either (i) any representation or warranty contained in this Agreement to be untrue or inaccurate at any time from the date of this Agreement to the Effective Time if such untruth or inaccuracy could reasonably be expected to cause the conditions set forth inSection 7.2(a) orSection 7.3(a) not to be satisfied or (ii) any condition to the Merger to be unsatisfied at the Effective Time, (b) any material failure of the Company, Merger Sub or Parent, as the case may be, or any officer, director, employee, agent or representative of the Company, Merger Sub or Parent as applicable, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (c) any Action commenced, or to such party’s Knowledge, threatened, against the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, as applicable, that are related to the Transactions, and (d) any notice or other communication from (i) any Person alleging that the consent of such Person is or may be required in connection with the Transactions or (ii) any Governmental Entity in connection with the Transactions;provided,however, that the delivery of any notice pursuant to thisSection 6.4 shall not limit or otherwise affect the remedies available under this Agreement to the party receiving such notice.

-45-

Section 6.5Access; Confidentiality.

(a) Parentand theCompanyshall comply with, and shall cause their respectiveRepresentativesto comply with, all of their respective obligations under theNon-Disclosure Agreement, which shall survive the termination of thisAgreementin accordance with the terms set forth therein.

(b)Subject to theNon-Disclosure Agreementand applicableLawrelating to the sharing of information, theCompanyshall, and shall cause itsSubsidiariesto, (i) provideParentandParent’s officers,employees, accountants, counsel, financial advisors and otherRepresentatives, from time to time prior to the earlier of theEffective Timeor the termination of thisAgreement, reasonable access upon prior notice during normal business hours to the officers,employees, accountants, agents, offices, properties, books, contracts and records of theCompanyand itsSubsidiaries, (ii) furnish toParent and its Representativessuch financial and operating data and other information (in each case, to the extent in the actual possession of theCompanyor itsSubsidiaries) as suchPersonsmay reasonably request and (iii) instruct itsemployees, counsel, financial advisors, auditors and other authorizedrepresentativesto reasonably cooperate withParentin its investigation of theCompanyand itsSubsidiaries. Any investigation pursuant to thisSection 6.5shall be conducted in such manner as not to interfere unreasonably (x) with the conduct of the business of theCompanyand itsSubsidiariesand (y) with the prompt discharge by theCompany’s and itsSubsidiaries’employeesof their duties.Parentshall, and shall causeParent’s Affiliates and Representativesto hold any non-public information received from theCompany, itsAffiliates or Representatives, directly or indirectly, in accordance with theNon-Disclosure Agreement. TheCompanyshall be entitled to have aRepresentativeaccompanyParent,Merger Suband their respectiveRepresentativesat all times.

(c)NotwithstandingSection 6.5(a), neither theCompanynor itsSubsidiariesshall be required to provide access to or to disclose any information (i) where such access or disclosure could jeopardize the attorney-client privilege or work product privilege of theCompanyor any of itsSubsidiariesor contravene anyLawor (ii) to the extent that outside counsel to theCompanyadvises that such access or disclosure should not be permitted or made inorderto ensure compliance with any applicableLaw.

(d) Parentshall not (and shall causeParent’sRepresentativesnot to) use any information obtained pursuant to thisSection 6.5for any purpose unrelated to the consummation of theTransactionsand shall hold confidential all information which it has received or to which it has gained access pursuant to thisSection 6.5 in accordance with theNon-Disclosure Agreement. Further,Parentshall cause any representative ofParentorMerger Subwho is not a party to theNon-Disclosure Agreement, upon request by theCompany, to execute a joinder to suchNon-Disclosure Agreementand agree to be bound by the terms and conditions thereof. The parties hereto acknowledge and agree that theNon-Disclosure Agreementshall remain in full force and effect.

-46-

(e)No investigation shall affect theCompany’s representations and warranties containedherein, or limit or otherwise affect the remedies available toParentorMerger Subpursuant to thisAgreement.

Section 6.6Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release reasonably acceptable to Parent and the Company, except as either party reasonably believes, after receiving the advice of outside counsel and after informing the other party, another form of press release may be required by Law or by any listing agreement with a national securities exchange or trading market. Thereafter, so long as this Agreement is in effect, neither the Company, Parent nor any of their respective Affiliates shall issue or cause the publication of any press release or other announcement with respect to this Agreement or the Transactions without the prior consultation of the other party, except pursuant toSection 5.3 or as such party reasonably believes, after receiving the advice of outside counsel and after informing all other parties to this Agreement, another form of press release may be required by Law or by any listing agreement with a national securities exchange or trading market.

Section 6.7Indemnification; Directors’ and Officers’ Insurance.

(a)From theEffective Timeuntil the sixth anniversary of theEffective Time, the Surviving Corporation shall, andParentshall cause theSurviving Corporationto, to the fullest extent permitted under applicableLaw, indemnify and hold harmless each present and former director and officer of theCompanyand itsSubsidiaries(collectively, the “Indemnified Parties”) against all costs and expenses reasonably incurred by anIndemnified Party(includingattorneys’ and accountants’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any claim,action, suit, proceeding or investigation (whether arising before or after theEffective Time), whether civil, administrative or investigative, by reason of the fact that such individual is or was serving at the request of theCompanyor itsSubsidiariesand arising out of or pertaining to anyactionor omission occurring at or before theEffective Time(includingtheTransactions) in accordance with the terms of the Company’s Articles of Incorporation and Bylaws. TheSurviving Corporationshall be entitled to assume the defense of any such claim,action, suit, investigation or proceeding with counsel reasonably satisfactory to theIndemnified Party. If theSurviving Corporationelects not to assume such defense or counsel for theIndemnified Partyadvises that there are issues that raise conflicts of interest with the Surviving Corporation, theIndemnified Partymay retain separate counsel reasonably satisfactory to the Surviving Corporation, and the Surviving Corporation shall pay the fees and expenses of such counsel for theIndemnified Partypromptly as statements therefor are received;provided,however, that theSurviving Corporationshall not be liable for any settlement effected without itsconsent(whichconsentshall not be unreasonably conditioned, withheld or delayed).

-47-

(b)Prior to theEffective Time, theCompany, after consultation withParent, shall cause to be purchased a directors’ and officers’ liability “tail” insurance policy covering the six (6) years following theEffective Time, to be effective as of theEffective Time, that serves to reimburse the present and former officers and directors (determined as of theEffective Time) of the Company and its Subsidiaries(as opposed to reimbursing theCompanyor suchSubsidiaries) with respect to claims against such directors and officers arising from facts or events occurring before, at or after theEffective Time(includingas to, or arising out of or pertaining to, theTransactions), which insurance shall contain substantially equivalent scope and amount of coverage as provided in the directors’ and officers’ liability insurance currently provided as ofthe date of this Agreementby theCompanyand itsSubsidiaries(the “D&O Insurance”);provided,however, that theCompanyshall not pay a premium for such insurance policy in excess of three hundred percent (300%)of the aggregate premium paid by theCompanyfor its directors’ and officers’ insurance coverage in effect for the year thatincludes the date of this Agreement(the “D&O Premium”). If the aggregate premium necessary to purchase such insurance coverage exceeds three hundred percent (300%)of theD&O Premium,the Company shall use commercially reasonable effortsto obtain the most advantageous “tail” insurance policy of directors’ and officers’ liability insurance and fiduciary liability insurance reasonably obtainable for an aggregate premium not exceeding three hundred percent (300%)of theD&O Premium.

(c)The articles of incorporation and bylaws of theSurviving Corporationshall contain the provisions with respect to indemnification set forth in theCompany Charter Documents, and such provisions in the articles of incorporation and bylaws of theSurviving Corporationshall not be amended, modified or otherwise repealed for a period of six (6) years from theEffective Timein any manner that would adversely affect the rights thereunder as of theEffective Timeof any individual who at theEffective Timeis a director, officer, employee or agent of theCompanyor is or previously was serving at the request of theCompanyor itsSubsidiariesas a director, trustee, officer, member, manager, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, limited liabilitycompany, pension or other employee benefit plan or other enterprise, unless such modification is required after theEffective TimebyLawand then only to the minimum extent required by suchLaw.

(d)The rights of eachIndemnified Partyunder thisSection 6.7shall survive consummation of theMergerand are intended to benefit, and shall be independently and directly enforceable by, eachIndemnified Party.

(e)In the event thatParentor Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any otherPersonand is not the continuing orsurviving corporationor entity of such consolidation ormergeror (ii) transfers or conveys all or substantially all of its properties and assets to anyPerson, then, and in each such case, proper provision shall be made so that the successors and assigns of theSurviving Corporation(or its assets, as the case may be) assume the obligations set forth in thisSection 6.7.

Section 6.8Merger SubCompliance. Parent shall cause Merger Sub to comply with all of its obligations under or related to this Agreement.

Section 6.9EmployeeMatters.

(a)From and after theEffective Timeand until December 31, 2013,Parentshall, or shall cause theSurviving Corporationor one of its otherSubsidiariesto, maintain in effect the Company Plans, which provide theEmployeesandFormer Employeesof theCompanyand itsSubsidiariesas of theEffective Time(the “Covered Employees”)benefits and compensation plans (includingwith respect to salary and bonus but not equity awards) that are substantially comparable to those provided by theCompanyas ofthe date hereof;provided,however, that James L. Mandel and Steve M. Bell shall not be covered by the 2013 Short-Term Incentive Plan.

-48-

(b)Eligibility. With respect to anyParent Planin which anyEmployeeof theCompanyor any of itsSubsidiariesfirst becomes eligible to participate on or after theEffective Time, to the extent permitted by applicableLawand the terms of the applicable plan documents or agreements,Parentshall, or shall cause its applicable Affiliates to: (i) waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to each suchEmployeeand his or her eligible dependents under suchParentPlan, except to the extent such pre-existing conditions, exclusions or waiting periods applied immediately prior thereto under the analogous Company Plan; (ii) provide suchEmployeeand his or her eligible dependents with credit for any co-payments and deductibles paid prior to becoming eligible to participate in suchParentPlan under the analogous Company Plan (to the same extent that such credit was given under such Company Plan) in satisfying any applicable deductible or annual or lifetime maximum out-of-pocket requirements under suchParentPlan; and (iii) recognize all service of suchEmployeewith theCompanyand itsSubsidiariesand predecessors (includingrecognition of all prior service with any entity (includingany suchSubsidiaryprior to its becoming aSubsidiaryof theCompany) that was recognized by theCompany(or any suchSubsidiary) prior tothe date hereofin the ordinary course of administering its (or suchSubsidiary’s) employee benefits), for purposes of eligibility to participate in and vesting in benefits under suchParentPlan, to the extent that such service was recognized for such purpose under the analogous Company Plan;provided,however, that in no event shall the recognition of prior service result in a duplication of benefits.

(c)NoThird PartyBeneficiaries. ThisSection 6.9is not intended to confer upon anyPersonother than the parties hereto any rights or remedieshereunder. Notwithstanding anything to the contrary containherein, thisSection 6.9does not (i) amend any provisions of any Company Plan orParentPlan, (ii) except as set forth inSection 6.9(a), requireParentto continue any Company Plan orParentPlan beyond the time when it otherwise lawfully could be terminated or modified, or (iii) provide anyCovered Employeewith any rights to continued employment, severance pay or similar benefits following any termination of employment.

Section 6.10State Takeover Laws. If any “fair price,” “business combination,” “control share acquisition,” “moratorium” or other antitakeover statute or other similar statute or regulation becomes or is deemed to be applicable to the Company, Parent, Merger Sub or any Transaction, then each of the Company, Parent, Merger Sub and their respective boards of directors shall use commercially reasonable efforts to grant such approvals and take such actions as are necessary so that the Transactions may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render such antitakeover Law inapplicable to the foregoing.

-49-

Article VII.

CONDITIONS

Section 7.1Conditions to Each Party’s Obligation to Effect theMerger. The respective obligation of each party hereto to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by the Company, Parent and Merger Sub to the extent permitted by applicable Law:

(a)Shareholder Approval. TheShareholder Approvalshall have been obtained at theSpecial Meeting.

(b)Government Approvals. The waiting period (includingany extension thereof) applicable to the consummation of theMergerunder theHSR Actshall have expired or been terminated, theconsentof theFCCrequested by theFCC Transfer Applicationshall have been obtained byFinal Order, and all other material filings with or material permits, authorizations, consents and approvals of or expirations of waiting periods imposed by anyGovernmental Entityrequired to consummate theMergershall have been obtained or filed or shall have occurred.

(c)No Injunctions or Restraints. NoOrderorLawshall have been entered, enacted, promulgated, enforced or issued by any court of competent jurisdiction, or any otherGovernmental Entity, or other legal restraint or prohibition (collectively, “Restraints”) shall be in effect preventing the consummation of theMerger;provided,however, that each of the parties to thisAgreementshall have used commercially reasonable efforts to prevent the entry of any suchRestraintsand toappealas promptly as possible any suchRestraintsthat may be entered.

(d)Indebtedness. As of theClosingDate, allIndebtednessof theCompany set forth inSection 7.1(d)of theParent Disclosure Lettershall have been fully paid off byParentin a manner reasonably acceptable toParent, and all liens in connection therewith shall have been released contemporaneously with theClosing. For purposes of clarity, the parties acknowledge and agree that thisAgreement includesno financing contingency and specifically that theAgreementandTransactionsare not contingent on successful completion of theDebt Financingor receipt of anyconsent set forth inSection 4.3of theParent Disclosure Letter.

Section 7.2Conditions to Obligations ofParentandMerger Sub. The obligation of Parent and Merger Sub to effect the Merger is further subject to the satisfaction or waiver of the following conditions:

(a)Representations and Warranties. The representations and warranties of theCompanycontained in thisAgreement(other than those contained inSection 3.1,Section 3.2, the last sentence ofSection 3.4(c),Section 3.4(d),Section 3.4(f),Section 3.5(d),Section 3.19,Section 3.20,Section 3.22,Section 3.23,Section 3.25andSection 3.26)shall have been true and correct in all respects at and as ofthe date hereofand shall be true and correct at and as of theClosing(without regard to any qualifications therein as to materiality,KnowledgeorCompany Material Adverse Effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as have not, individually or in the aggregate, resulted in aCompany Material Adverse Effect. The representations and warranties of theCompanycontained inSection 3.1,Section 3.2, the last sentence ofSection 3.4(c),Section 3.4(d),Section 3.4(f),Section 3.5(d),Section 3.19,Section 3.20,Section 3.22,Section 3.23,Section 3.25andSection 3.26shall have been true and correct in all respects at and as ofthe date hereofand shall be true and correct at and as of theClosing(without regard to any qualifications therein as to materiality,KnowledgeorCompany Material Adverse Effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date).

-50-

(b)Performance of Obligations of theCompany. TheCompanyshall have performed in all material respects (or with respect to any obligation oragreementqualified by materiality orCompany Material Adverse Effect, in all respects) all obligations and agreements, and complied in all material respects (or with respect to any covenant qualified by materiality, in all respects) with all covenants, contained in thisAgreementto be performed or complied with by it prior to or on theClosingDate.

(c)Officer’s Certificate. TheCompanyshall have furnishedParentwith acertificatedated theClosingDate signed on its behalf by an executive officer to the effect that the conditions set forth inSection 7.2(a)andSection 7.2(b)have been satisfied.

(d)NoCompany Material Adverse Effect. Sincethe date of this Agreement, no event, development,change, circumstance or condition shall have occurred or existed prior to theEffective Timethat has had orcould reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(e)FIRPTACertificate. On theClosingDate, theCompanyshall deliver toParenta properly executed statement in a form reasonably acceptable toParentfor purposes of satisfyingParent’s obligations underTreasury Regulations Section 1.1445-2(c)(3).

(f)Warrant Termination Agreements. TheCompanyshall have delivered toParenta Warrant Termination Agreement for eachCompany Warrant. Each suchWarrant Termination Agreementshall be duly executed by theCompanyand the holder of suchCompany Warrant.

(g)Employee Stock Option Amendments. TheCompanyshall have amended eachEmployee Option pursuant to an Employee Option Amendment reflecting the terms described inSection 5.6.

(h)Dissenting Shares. On theClosingDate, (i) no more than five percent (5%) of the outstandingCommon Sharesshall beDissenting Shares and (ii)Parentshall have received acertificateto such effect, signed by the chief executive officer and chief financial officer of theCompany.

(i)Cooperation. TheCompanyshall have complied with all obligations and agreements set forth inSection 5.4.

Section 7.3Conditions to Obligations of theCompany. The obligation of the Company to effect the Merger is further subject to the satisfaction or waiver of the following conditions:

-51-

(a)Representations and Warranties. The representations and warranties ofParentandMerger Subcontained in thisAgreementshall be true and correct at and as of theClosing(without regard to any qualifications therein as to materiality or material adverse effect), as though made at and as of such time (or, if made as of a specific date, at and as of such date), except for such failures to be true and correct as would not reasonably be expected to have aParent Material Adverse Effect.

(b)Performance of Obligations ofParentandMerger Sub. Each ofParentandMerger Subshall have performed in all material respects (or with respect to any obligation oragreementqualified by materiality or material adverse effect, in all respects) all obligations and agreements, and complied in all material respects with all covenants, contained in thisAgreementto be performed or complied with by it prior to or on theClosingDate.

(c)Officer’s Certificate. Each ofParentandMerger Subshall have furnished theCompanywith acertificatedated theClosingDate signed on its behalf by an executive officer to the effect that the conditions set forth inSection 7.3(a)andSection 7.3(b)have been satisfied.

Section 7.4Frustration ofClosingConditions. Neither Parent, nor Merger Sub, nor the Company may rely on the failure of any condition set forth inSection 7.1,Section 7.2 orSection 7.3, as the case may be, to be satisfied to excuse it from its obligations hereunder if such failure was caused by such party’s failure to comply with its obligations to consummate the Merger and the other Transactions pursuant to this Agreement, including the obligations of such party pursuant toSection 6.3.

Article VIII.

TERMINATION

Section 8.1Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time (notwithstanding any Shareholder Approval):

(a)by mutual writtenconsentofParent,Merger Suband theCompany;

(b)by eitherParentor theCompany, if:

(i)theMergerhas not been consummated by December 31, 2013 (the “Outside Date”);provided,however, that the right to terminate this Agreement pursuant to thisSection 8.1(b)(i)shall not be available to any party whose breach of any provision of thisAgreementresults in the failure of theMergerto be consummated by such time;providedfurther,however, that, if, on theOutside Date, either of the conditions to theClosing set forth inSection 7.1(b)or‎Section 7.1(c) shall not have been fulfilled but all other conditions to theClosingeither have been fulfilled or are then capable of being fulfilled, then theOutside Dateshall, without anyactionon the part of the parties hereto, be extended to January 31, 2014, and such date shall become theOutside Datefor purposes of thisAgreement, with available further extension of theOutside Dateby mutual writtenconsentofParent,Merger Suband theCompany; or

-52-

(ii)a final and non-appealable restrainingorder, permanent injunction or otherorderissued by aGovernmental Entityor other legal restraint or prohibition that (A) makes consummation of theMergerillegal or otherwise prohibited or (B) enjoins theCompanyorParentfrom consummating theMergeror any of the otherTransactions; provided,however, that the party seeking to terminate thisAgreementpursuant to thisSection 8.1(b)(ii)shall haveused all commercially reasonable effortsto prevent the entry of such restraint,includingby satisfying its obligations underSection 6.3; or

(iii)if theSpecial Meeting(includingany adjournments or postponements thereof) shall have been convened and a vote to approve thisAgreementshall have been taken thereat and the adoption of thisAgreementby theShareholder Approvalshall not have been obtained (and shall not have been obtained at any adjournments or postponements thereof);

(c)byParent, if:

(i)anAdverse Recommendation Changeshall have occurred, regardless of whether it is made in accordance withSection 5.3(g);

(ii)theCompanybreaches its obligation to hold theSpecial Meeting as set forth inSection 6.2other than solely as a result of actions taken or omitted by theSEC;

(iii)there shall have been a breach of any representation, warranty, covenant oragreementon the part of theCompanyset forth in thisAgreementsuch that the conditions to theClosingof theMerger set forth inSection 7.2(a)orSection 7.2(b), as applicable, would not be satisfied and, in either such case, such breach is incapable of being cured by theOutside Date;provided,however,thatParentshall have given theCompanyat least thirty (30) days written notice prior to such termination statingParent’s intention to terminate thisAgreementpursuant to thisSection 8.1(c)(iii) (for the avoidance of doubt, failure to satisfy the conditions set forth inSection 7.2 solely due to the failure to satisfy one or more of the conditions set forth inSection 7.2(c)–Section 7.2(i) shall not be deemed a terminable event under thisSection 8.1(c)(iii) and no Termination Fee shall be due to Parent as a result thereof); or

(iv)there shall have been a material breach ofSection 5.3.

(d)by theCompany, if:

(i)prior to receipt of theShareholder Approval, theCompany Boardauthorizes theCompany, subject to complying with the terms of thisAgreement(includingwithout limitationSection 5.3), to enter into a binding written definitiveagreementproviding for the consummation of a transaction constituting aSuperior Proposal;provided,however, that theCompanysimultaneously delivers theTermination Fee to Parent; or

(ii)there shall have been a breach of any representation, warranty, covenant oragreementon the part ofParentorMerger Subset forth in thisAgreementsuch that the conditions to theClosing of the Merger set forth inSection 7.3(a)orSection 7.3(b), as applicable, would not be satisfied and, in either such case, such breach is incapable of being cured by theOutside Date;provided,however, that theCompanyshall have givenParentorMerger Sub, as applicable, at least thirty (30) days written notice prior to such termination stating theCompany’s intention to terminate thisAgreementpursuant to thisSection 8.1(d)(ii).

-53-

Section 8.2Notice of Termination. The party desiring to terminate this Agreement pursuant to thisArticle VIII (other than pursuant toSection 8.1(a)) shall deliver written notice of such termination to each other party hereto in accordance withSection 9.4, specifying with particularity the reason for such termination, and any such termination in accordance with thisSection 8.2 shall be effective immediately upon delivery of such written notice to the other parties.

Section 8.3Effect of Termination.

(a)If thisAgreementis terminated pursuant toSection 8.1, thisAgreementshall, to the fullest extent permitted by applicableLaw, become void and of no force or effect with no liability on the part of any party hereto (or any shareholder, director, officer, employee, agent, consultant or representative of such party) to the other parties hereto;provided,however, that the provisions ofSection 6.5,Section 6.6, thisSection 8.3,Article IXandArticle X hereofand the provisions of theNon-Disclosure Agreementshall survive such termination; andprovidedfurther that the parties shall remain liable for any breaches of thisAgreementthat occur prior to termination.

(b)Company Termination Fee. In recognition of the efforts and expenses expended and incurred byParentwith respect to theCompanyand the opportunity theCompanypresents toParent:

(i)if thisAgreementis terminated by theCompany(A) pursuant toSection 8.1(d)(i), or (B) pursuant toSection 8.1(b)(i)orSection 8.1(b)(iii)at any time after anAdverse Recommendation Changeshall have occurred, then, as a condition to and concurrently with such termination, theCompanyshall pay toParenttheTermination Feein immediately available funds. If thisAgreementis terminated byParentpursuant toSection 8.1(c), then, within three (3)Business Daysof such termination, theCompanyshall pay toParenttheTermination Feein immediately available funds; and

(ii)in the event that (A) anAcquisition Proposalshall have been made to theCompany(whether or not withdrawn) or shall have been made directly to the shareholders of theCompanygenerally (whether or not withdrawn) or shall otherwise become publicly known or anyThird Partyshall have publicly announced an intention (whether or not conditional) to make anAcquisition Proposalwhether or not subsequently withdrawn, and (B) thisAgreementis terminated by theCompanypursuant toSection 8.1(b)(i)orSection 8.1(b)(iii)and within twelve (12) months of such termination theCompanyenters into or consummates a definitiveagreementwith respect to anAcquisitionProposal, theCompanyshall payParenttheTermination Feein immediately available funds on the date of the consummation of suchAcquisition Proposal(it being understood that for all purposes of thisSection 8.3(b)(ii), all references in the definition of Acquisition Proposal to “15%” shall be deemed to be references to “50%” instead).

-54-

For purposes of this Agreement, “Termination Fee” means Six Million Dollars ($6,000,000);provided,however, that in the event this Agreement is terminated by the Company pursuant toSection 8.1(d)(i) prior to the Solicitation End Time, the Termination Fee shall be Five Million Dollars ($5,000,000). For purposes of clarity, the Termination Fee includes an amount for reimbursement of expenses, and Parent shall not be entitled to any additional amount for reimbursement of expenses upon termination of this Agreement.

(c)Company Expenses. If thisAgreementis terminated by theCompanypursuant toSection 8.1(d)(ii),Parentshall pay to, or as directed by, theCompanyby wire transfer of immediately available funds to one or more account(s) specified by theCompanyin writing, all reasonable and documented out-of-pocket costs and expenses (including, the reasonable and documented fees and expenses of lawyers, accountants, consultants, financial advisors, and investment bankers), not to exceed One Million, Five Hundred Thousand Dollars ($1,500,000) in the aggregate, incurred by theCompanyin connection with entering into thisAgreementand the performance of its obligationshereunder(collectively, the “Company Expenses”), by the later of (i) the day that is three (3)Business Daysafter the date of termination and (ii) the day that is three (3)Business Daysafter the delivery of documentation of suchCompany Expenses.

(d)Sole Remedy. Each ofParent,Merger Suband theCompanyagrees that in the event theTermination Feeor theCompany Expensesare paid pursuant toSection 8.3(b)orSection 8.3(c), respectively, the payment of suchTermination FeeorCompany Expensesshall be the sole and exclusive remedy of the party receiving such payment, itsSubsidiaries, and any of its shareholders, Affiliates, officers, directors,employeesorRepresentatives(collectively, “Related Persons”), and in no event will the party receiving such payment or any of itsRelated Personsbe entitled to recover any other money damages or any other remedy based on a claim inlawor equity with respect to (i) any loss suffered as a result of the failure of theMergerto be consummated, (ii) the termination of thisAgreement, (iii) any liabilities or obligations arising under thisAgreement, or (iv) anyActionarising out of or relating to any breach, termination or failure of or under thisAgreement, and upon payment to theCompanyorParent, as applicable, such other party shall not have any further liability or obligation to the party that paid suchTermination FeeorCompany Expenses, as applicable, or any of itsRelated Personsrelating to or arising out of thisAgreementor theTransactions.

(e)Other Costs and Expenses.Parentand theCompanyacknowledge that the agreements contained in thisSection 8.3are an integral part of theTransactionsand that, without these agreements,Parent,Merger Suband theCompanywould not enter into thisAgreement.

-55-

Article IX.

MISCELLANEOUS

Section 9.1Amendment and Waivers. Subject to applicable Law, this Agreement may be amended or supplemented in writing by the parties hereto by action taken by or on behalf of their respective boards of directors, at any time prior to the Closing Date, whether before or after the receipt of the Shareholder Approval. This Agreement may not be amended except by an instrument in writing signed by the parties hereto. At any time prior to the Effective Time, any party hereto may (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, and (c) subject to the requirements of applicable Law, waive compliance with any of the agreements or conditions contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party or parties to be bound thereby. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights. Notwithstanding anything to the contrary contained herein,Section 9.10 andSection 9.11 (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of such Sections) may not be amended, supplemented, waived or otherwise modified without the prior written consent of the Debt Financing Parties

Section 9.2Non-survival of Representations and Warranties. None of the representations and warranties in this Agreement including the Company Disclosure Letter, or in any schedule, instrument or other document delivered pursuant to this Agreement shall survive the Effective Time.

Section 9.3Expenses. Except as set forth inSection 8.3, all fees, costs and expenses (including all legal, accounting, broker, finder or investment banker fees) incurred in connection with this Agreement and the Transactions are to be paid by the party incurring such fees, costs and expenses.

Section 9.4Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in thisSection 9.4 prior to 5:00 p.m. (Dallas, Texas time) on a Business Day, (ii) the Business Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Agreement later than 5:00 p.m. (Dallas, Texas time) on any date and earlier than 11:59 p.m. (Dallas, Texas time) on such date, (iii) one Business Day after being received, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as follows:

(a)	if to Parent or Merger Sub, to:
	Goodman Networks Incorporated
	6400 International Parkway, Suite 1000
	Plano, TX  75093
	Attention:  Chief Executive Officer
	Telephone No.:  (972) 406-9692
	Facsimile No.:  (972) 406-9291

-56-

with a copy to:

	Haynes and Boone, LLP
	2323 Victory Avenue, Suite 700
	Dallas, Texas 75219
	Attention:  Gregory Samuel, Esq.
	Telephone No.:  (214) 651-5645
	Facsimile No.:  (214) 200-0467
(b)	if to the Company, to:
	Multiband Corporation
	5605 Green Circle Drive
	Minnetonka, MN  55343
	Attention:  Chief Executive Officer
	Telephone No.:  (763) 504-3000
	Facsimile No.:  (763) 504-3141
	with a copy to:
	Winthrop & Weinstine, P.A.
	225 South Sixth Street, Suite 3500
	Minneapolis, Minnesota 55402
	Attention:  Philip T. Colton
	Telephone No.:  (612) 604-6729
	Facsimile No.: (612) 604-6929

Section 9.5Counterparts; Execution. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile or other electronic transmission (including electronic “pdf” copies) shall constitute effective execution and delivery of this Agreement as to the parties hereto and may be used in lieu of the original Agreement for all purposes. Signatures of the parties hereto transmitted by facsimile or other electronic transmission (including electronic “pdf” copies) shall be deemed to be their original signatures for any purpose whatsoever.

Section 9.6Entire Agreement; NoThird PartyBeneficiaries. This Agreement (including the Company Disclosure Letter, schedules and exhibits to this Agreement) and the Non-Disclosure Agreement constitute the sole and entire agreement of the parties hereto with respect to the subject matter contained herein and therein and supersede all prior and contemporaneous representations, warranties, agreements and understandings, both written and oral, with respect to such subject matter. No oral statement or prior written material not specifically incorporated in this Agreement shall be of any force and effect. The parties hereto represent and acknowledge that in executing this Agreement, the parties did not rely on, have not relied on, and specifically disavow any reliance on any communications, promises, statements, inducements, or representation(s), oral or written, by any other party hereto, except as expressly contained in this Agreement. The parties hereto represent that they relied on their own judgment in entering into this Agreement. Other than as provided inSection 6.7, nothing herein, express or implied, is intended to or shall confer upon any Person other than the parties to this Agreement and their permitted assigns any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement, except that the Debt Financing Parties shall be express third party beneficiaries ofSection 9.10 andSection 9.11, each of such Sections shall expressly inure to the benefit of the Debt Financing Parties and the Debt Financing Parties shall be entitled to rely on and enforce the provisions of such Sections.

-57-

Section 9.7Severability. Any term or provision of this Agreement that is held by a court of competent jurisdiction or other Governmental Entity to be invalid, void or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions of this Agreement or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction or other Governmental Entity declares that any term or provision of this Agreement is invalid, void or unenforceable, the parties hereto agree that the court making such determination shall have the power to reduce the scope, duration, area or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, void or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intentions of the parties hereto relating to the invalid or unenforceable term or provision.

Section 9.8GoverningLaw. This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the internal Laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or of any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas.

Section 9.9Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned by any of the parties to this Agreement (whether by operation of Law or otherwise) without the prior written consent of the other parties, except that Merger Sub may assign, in its sole discretion, any or all of its rights, interests and obligations under this Agreement to Parent or to any direct or indirect wholly-owned Subsidiary of Parent. Any attempted assignment in violation of thisSection 9.9 shall be null and voidab initio. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.

Section 9.10Consentto Jurisdiction.

(a)Except as provided inSection 9.10(b), each of the parties hereto irrevocably submits to the exclusive jurisdiction by the state courts ofCollin County, Texas, or, if it has or can obtain jurisdiction, theU.S. District Courtfor theEastern District of Texas, over any dispute arising out of or relating to thisAgreementor any of theTransactions, and each party hereby irrevocably agrees that all claims in respect of such dispute or anyActionrelated thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicableLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided byLaw.

-58-

(b)Each of the parties hereto: (i) agrees thatNew York Stateor the United States Federal courts sitting in the borough ofManhattan,New York City, shall have exclusive jurisdiction over anyactionbrought against anyDebt Financing Partyin connection with the Transactions; (ii) hereby submits for itself and its property with respect to any suchactionto the exclusive jurisdiction of such court; (iii) waives, to the fullest extent permitted bylaw, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any suchactionin any such court; and (iv) agrees that it will not, and will not permit any of its affiliates to, bring or support anyone else in bringing any suchactionin any other court.

(c)EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THATMAYARISE UNDER THISAGREEMENTIS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THISAGREEMENTAND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (INCLUDINGANY PROCEEDING INVOLVING ANYDEBT FINANCING PARTY). EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NOREPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVER, (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (iii) IT MAKES SUCH WAIVER VOLUNTARILY, AND(iv) IT HAS BEEN INDUCED TO ENTER INTO THISAGREEMENTBY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THISSection 9.10(c).

Section 9.11Exculpation ofDebt Financing Parties. Notwithstanding anything herein to the contrary, none of the Company or any of its former, current or future officers, directors, managers, employees, agents and other Representatives and Affiliates shall have any rights or claims against any Debt Financing Party in connection with the Debt Financing or in any way relating to this Agreement or any of the Transactions, whether at law or in equity, in contract, in tort or otherwise; provided that this paragraph shall not be deemed to limit (a) the rights of Parent, any of its direct or indirect equity holders or any of its permitted assigns arising out of or in connection with the Debt Financing or (b) any liability of the parties to this Agreement for breaches of the terms and conditions of this Agreement.

Article X.

DEFINITIONS; INTERPRETATION

Section 10.1Definitions. For purposes of this Agreement, the following terms shall have the following meanings when used herein with capital letters:

“Acceptable Confidentiality Agreement” has the meaning set forth inSection 5.3(a).

-59-

“Acquisition Proposal” means, other than the Transactions, and except as modified bySection 8.3(b)(ii), any offer or proposal from any Third Party relating to (i) any acquisition, purchase, lease or license, direct or indirect, of 15% or more of the consolidated assets of the Company and its Subsidiaries or 15% or more of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company (other than in the ordinary course of business), (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such Third Party beneficially owning 15% or more of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company or (iii) any merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company.

“Action” means any claim, action, suit, proceeding, arbitration, mediation or investigation by or before any Governmental Entity.

“Adverse Recommendation Change” has the meaning set forth inSection 5.3(g).

“Affiliates” has the meaning set forth in Rule 12b-2 of the Exchange Act.

“Agreement” has the meaning set forth in the Preamble.

“Antitrust Laws” has the meaning set forth inSection 6.3(d).

“Articles of Merger” has the meaning set forth inSection 1.3.

“Business Day” means any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of Minneapolis, Minnesota is authorized or obligated by Law or Order to close.

“Certificate” has the meaning set forth inSection 2.1(e).

“Change” has the meaning set forth in the definition of “Company Material Adverse Effect” contained in thisSection 10.1.

“Class A Preferred Stock” means that certain class of preferred stock of the Company designated as “8% Class A Cumulative Convertible Preferred Stock.”

“Class C Preferred Stock” means that certain class of preferred stock of the Company designated as “10% Class C Cumulative Convertible Preferred Stock.”

“Class F Preferred Stock” means that certain class of preferred stock of the Company designated as “10% Class F Convertible Preferred Stock.”

“Closing” has the meaning set forth inSection 1.2.

“Closing Date” has the meaning set forth inSection 1.2.

“Code” has the meaning set forth inSection 3.13(a).

-60-

“Commitment Letter” means the letter agreement between Parent and Jefferies Finance pursuant to which Jefferies Finance has agreed to provide, or cause to be provided, the Debt Financing.

“Common Share Merger Consideration” has the meaning set forth inSection 2.1(c).

“Common Shares” means all shares of Company Common Stock.

“Communications Act” means the federal Communications Act of 1934, as amended.

“Company” has the meaning set forth in the Preamble.

“Company Acquisition Agreement” has the meaning set forth inSection 5.3(d).

“Company Balance Sheet” has the meaning set forth inSection 3.7.

“Company Board” has the meaning set forth in the Recitals.

“Company Business” means the business of the Company as presently conducted and as presently contemplated to be conducted in the future.

“Company Charter Documents” means the Articles of Incorporation of the Company, as amended to date, and the Bylaws of the Company, as amended to date.

“Company Common Stock” has the meaning set forth in the Recitals.

“Company Data” has the meaning set forth inSection 3.15(f).

“Company Disclosure Letter” has the meaning set forth inArticle III.

“Company Expenses” has the meaning set forth inSection 8.3(c).

“Company Intellectual Property” has the meaning set forth inSection 3.15(a).

“Company IT Systems” has the meaning set forth inSection 3.15(e).

“Company Material Adverse Effect” means an event, circumstance, change, effect, development, condition, occurrence or state of facts (each a “Change”) that, individually or in the aggregate with any other Change or Changes is or is reasonably expected to be materially adverse to (i) the ability of the Company to perform its obligations under, or to consummate the Transactions on a timely basis or (ii) the condition (financial or otherwise), business, assets, liabilities, results of operations or prospects of the Company and its Subsidiaries taken as a whole;provided,however, that no Change, to the extent resulting from any of the following events, changes, effects, developments, conditions or occurrences, shall constitute or be taken into account in determining whether there has been or would reasonably be expected to be a Company Material Adverse Effect, except, in the cases set forth below, to the extent that any such event, change, effect, development, condition or occurrence has a disproportionately adverse effect on the Company or any of its Subsidiaries as compared to other participants in the Company’s or its Subsidiaries’ industry or industries:

-61-

(A) changes in the economy or financial markets generally in the United States including, without limitation, any such changes that are the result of non-domestic acts of war or terrorism (but not including any changes that are the result of domestic acts of war or terrorism);

(B) general changes or developments in any industry in which the Company and its Subsidiaries operate;

(C) any Change caused by or resulting from the announcement or pendency of the Transactions contemplated by this Agreement (other than with respect to the matters set forth inSection 10.1 of the Company Disclosure Letter);

(D) changes in any Law or GAAP or interpretation thereof after the date hereof;

(E) any failure by the Company to meet any estimates of revenues or earnings for any period; or

(F) a decline in the price or trading volume of the Company’s common stock on the NASDAQ Stock Market; it being understood that any Change giving rise to or contributing to such failure by the Company to meet estimates as described in the preceding clause (E), or such decline in the trading price of the Company’s common stock as described in the preceding clause (F), as the case may be, may be the cause of a Company Material Adverse Effect.

For the avoidance of doubt, notwithstanding any other provision of the definition of Company Material Adverse Effect, a Company Material Adverse Effect shall be deemed to include (x) any termination or material reduction in the business relations between (1) the Company and/or any of its Subsidiaries and (2) DirecTV or (y) any oral or written notification received by the Company, any of its Subsidiaries or Parent that DirecTV intends to terminate or materially reduce its business relations with the Company, the Surviving Corporation or any Subsidiary of the Company or the Surviving Corporation.

“Company Plans” has the meaning set forth inSection 3.13(a).

“Company Recommendation” has the meaning set forth inSection 3.2(c).

“Company Restricted Share” has the meaning set forth inSection 2.3(c).

“Company Restricted Share Consideration” has the meaning set forth inSection 2.3(c).

“Company SEC Documents” means all forms, reports, statements, certifications and other documents required to be filed by it with the SEC under the Exchange Act or the Securities Act (as such documents have been amended since the time of their filing).

“CompanyStock Plans” means the Employee Stock Plan and the Director Stock Plan.

“Company Warrant” means any warrant to purchase Company Common Stock.

“Consent” has the meaning set forth inSection 3.3(b).

-62-

“Contract” means any material written legally binding contract, agreement, instrument, arrangement, commitment, understanding or undertaking (including leases, licenses, mortgages, notes, guarantees, sublicenses, subcontracts and purchase orders).

“Covered Employees” has the meaning set forth inSection 6.9(a).

“Credit Facility” means the credit agreement by and between the Company (and its Subsidiaries) and Fifth Third Bank, dated March 20, 2013, as the same may be amended from time to time.

“D&O Insurance” has the meaning set forth inSection 6.7(b).

“D&O Premium” has the meaning set forth inSection 6.7(b).

“Debt Financing” means the debt financing for the Transactions to be provided by Jefferies and Jefferies Finance, as applicable, pursuant to and in accordance with the terms and conditions of the Commitment Letter.

“Debt Financing Parties” means (i) Jefferies and any other initial purchasers of the 12.125% Senior Secured Notes, due 2018, offered by the Parent after the date hereof, (ii) Jefferies Finance and any other designees, agents or arrangers of bridge loans to be provided to Parent after the date hereof, and (iii) any former, current or future officers, directors, managers, employees, agents and other Representatives and Affiliates of Jefferies’ or any such other initial purchaser, Jefferies Finance or any other designees, agents or arrangers.

“Director Option” has the meaning set forth inSection 2.3(a).

“Director Option Consideration” has the meaning set forth inSection 2.3(a).

“Director Stock Plan” means the Company’s 2000 Non-Employee Directors Stock Compensation Plan, as amended.

“DirecTV” means DirecTV, Inc., DirecTV, LLC or any Subsidiary or Affiliate of DirecTV, Inc. or DirecTV, LLC.

“Dissenting Shares” has the meaning set forth inSection 2.4(a).

“Dodd-Frank Act” means the Dodd–Frank Wall Street Reform and Consumer Protection Act of 2010, as amended.

“Effective Time” has the meaning set forth inSection 1.3.

“Employee Option” has the meaning set forth inSection 2.3(b).

“Employee Option Amendment Documents” has the meaning set forth inSection 5.6.

“Employee Option Amendments” has the meaning set forth inSection 5.6.

“Employee Option Consideration” has the meaning set forth inSection 2.3(b).

-63-

“Employee Stock Plan” means the Company’s 1999 Stock Compensation Plan, as amended.

“Employees” means those Persons employed by the Company or any of its Subsidiaries immediately prior to the Closing.

“Employment Agreements” has the meaning set forth inSection 5.1(d).

“Encumbrance” means any security interest, pledge, mortgage, lien, charge, hypothecation, option to purchase or lease or otherwise acquire any interest, conditional sales agreement, adverse claim of ownership or use, title defect, easement, right of way, or other encumbrance of any kind.

“Environmental Laws” means all Laws, including the common law, relating to the protection of the environment, environmentally sensitive areas or protected species, health and safety (including worker health and safety), and/or governing the handling, use, generation, treatment, storage, transportation, disposal, manufacture, distribution, formulation, packaging, labeling, investigation, remediation or Release of or exposure to Materials of Environmental Concern including the ambient air, soil, surface water or groundwater, or relating to the protection of human health from exposure to Materials of Environmental Concern.

“Environmental Permits” means all permits, licenses, consents, registrations, and other authorizations required under applicable Environmental Laws.

“Equity Interests” means all Shares, Company Restricted Shares and Options (whether vested or unvested).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“ERISA Affiliate” of any entity means any other entity (whether or not incorporated) that, together with such theCompany, would be treated as a single employer under Section 414 of theCodeeither currently or within the six (6) year period ending on theClosingDate.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Party” has the meaning set forth inSection 5.3(i).

“Excluded Shares” has the meaning set forth inSection 2.1(b).

“FCC” means the Federal Communications Commission.

“FCC Authorization” means any license, permit, lease or other authorization or consent issued by the FCC.

“FCC Rules” means Title 47 of the Code of Federal Regulations, as amended, FCC policies and published decisions.

“FCC Transfer Application” has the meaning set forth inSection 6.3(e).

-64-

“Final Order” means an Order (i) which has not been reversed, stayed, enjoined, set aside, annulled or suspended; (ii) in relation to which no request for stay, motion or petition for reconsideration or rehearing, application or request for review, or notice of appeal or other administrative or judicial petition for review or reconsideration (collectively, an “Appeal”) is pending or has been granted; and (iii) as to which the prescribed time for filing an Appeal, and for the entry of orders staying, reconsidering, or reviewing on the applicable Governmental Entity’s own motion has expired.

“Financial Statements” has the meaning set forth inSection 3.4(g).

“Financing Information” means, as of any date: (i) such financial statements, financial data and other pertinent information regarding the Company and its Subsidiaries of the type required by Regulation S-X and Regulation S-K under the Securities Act (including pro forma financial information, provided that it is understood that assumptions underlying the pro forma adjustments to be made are the responsibility of Parent) for registered offerings of non-convertible debt securities, to the extent the same is of the type and form required to be or customarily included in private placements under Rule 144A under the Securities Act to consummate the offering of secured or unsecured senior notes and/or senior subordinated notes and of the type and form customarily included in offering documents used to syndicate credit facilities of the type to be included in the Debt Financing, made on any date during the relevant period and specified in writing by Parent to the Company not later than 45 days after the date hereof; (ii) such other information and data as are otherwise necessary in order to receive customary “comfort” letters with respect to the financial statements and data referred to in clause (i) of this definition (including “negative assurance” comfort) from the independent auditors of the Company and its Subsidiaries on any date during the relevant period; (iii) due diligence information (including, subject to the receipt of customary non-reliance letters, reports prepared by third parties) requested by the financing sources in connection with the Marketing Material; (iv) information relating to the compliance by the Company and its subsidiaries with all applicable government laws and regulations; (v) appraisals of the Company; and (vi) such other information relating to the Company as is reasonably requested in connection with the Debt Financing.

“Former Employees” means those Persons previously employed by the Company or any of its Subsidiaries, but no longer employed by the Company or any of its Subsidiaries immediately prior to the Closing.

“GAAP” has the meaning set forth inSection 3.4(g).

“Governmental Entity” has the meaning set forth inSection 3.3(b).

“Governmental Permits” has the meaning set forth inSection 3.8(b).

“Grant Date” has the meaning set forth inSection 3.4(g).

“Hazardous Materials” means: (i) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or man-made, that is deemed hazardous or toxic under any Law, or that is regulated because of its effect or potential effect on human health (through exposure to such materials in the environment) or the environment; and (ii) any petroleum or petroleum-derived products or any fraction thereof, radon, radioactive materials or wastes, asbestos in any form that is or is capable of becoming friable, lead or lead-containing materials, urea formaldehyde foam insulation and polychlorinated biphenyls.

-65-

“HSR Act” has the meaning set forth inSection 3.3(b).

“Immediate Family” means, with respect to any specified individual, such individual’s spouse, parents, children, and siblings, or any other relative of such individual thatsharessuch individual’s home.

“Indebtedness” shall mean, with respect to the Company and its Subsidiaries, (i) any liabilities for borrowed money or amounts owed or indebtedness issued in substitution for or exchange of indebtedness for borrowed money, (ii) obligations evidenced by notes, bonds, debentures or other similar instruments, (iii) obligations under leases (contingent or otherwise, as obligor, guarantor or otherwise) required to be accounted for as capitalized leases pursuant to GAAP, (iv) obligations for amounts drawn and outstanding under acceptances, letters of credit, contingent reimbursement liabilities with respect to letters of credit or similar facilities, (v) any liability for deferred purchase price of property or services, contingent or otherwise, as obligor or otherwise, other than accounts payable incurred in the ordinary course of business, (vi) all guaranties and other contingent obligations in respect of liabilities for borrowed money of others and similar commitments relating to any of the foregoing items, (vii) any performance bonds, and (viii) any accrued and unpaid interest on, and any prepayment premiums, penalties or similar contractual charges in respect of, any of the foregoing.

“Indemnified Parties” has the meaning set forth inSection 6.7(a).

“Independent Contractor”means any individual or consultant who is performing services for the Company or its Subsidiaries, but is not classified as an Employee.

“Intellectual Property” means United States or foreign intellectual property, including (i) patents and patent applications, together with all reissues, continuations, continuations-in-part, divisionals, extensions and reexaminations thereof, (ii) trademarks, service marks, Internet domain names and trade dress, including all goodwill associated therewith, and all applications, registrations and renewals in connection therewith, (iii) copyrights and copyrightable works and all applications and registrations in connection with any of the foregoing, and (iv) patentable inventions and discoveries, trade secrets, confidential information and know-how.

“IRS” has the meaning set forth inSection 3.13(b).

“Jefferies” means Jefferies Group LLC.

“Jefferies Finance” means Jefferies Finance LLC.

“Knowledge”means or has reference to, respectively, the actual knowledge after reasonable inquiry of the executive officers (as defined in Rule 3b-7 of the Exchange Act) of the Company or Parent, as the case may be, and, in each case, with regard to matters covered or qualified by knowledge.

-66-

“Law” means any law, statute, code, ordinance, proclamation, regulation or rule of any Governmental Entity.

“Lease” means all leases, subleases and other agreements together with all amendments, extensions and renewals thereof under which the Company or any of its Subsidiary leases, uses or occupies, or has the right to use or occupy, any real or personal property.

“Leased Personal Property” has the meaning set forth inSection 3.14(c).

“Leased Real Property” has the meaning set forth inSection 3.14(b).

“Marketing Material” means each of the following: (a) customary bank books, information memoranda and other information packages regarding the Merger and the Company, including all information relating to theTransactions; (b) a customary “road show presentation” and a preliminary and final prospectus, pricing term sheet, offering memorandum or private placement memorandum that is suitable for use in a customary “high-yield road show,” which prospectus, offering memorandum or private placement memorandum will be in a form that will enable the independent registered public accountants of the Company to render a customary “comfort letter” (including customary “negative assurances”) dated the date of each offering document with respect to the financial statements of the Company and its Subsidiaries included in any Marketing Material used in connection with any transaction in connection with the Debt Financing; and (c) all other marketing material contemplated by the Commitment Letter or reasonably requested by the Parent or Jefferies or Jefferies Finance in connection with the syndication or other marketing of the Debt Financing.

“Material Contract” has the meaning set forth inSection 3.9(a).

“Materials of Environmental Concern” means any material regulated under Law because of its effect or potential effect on human health or the environment, including any hazardous, acutely hazardous, or toxic substance or waste defined or regulated as such under Environmental Laws, including the federal Comprehensive Environmental Response, Compensation and Liability Act and the federal Resource Conservation and Recovery Act.

“MBCA” has the meaning set forth in the Recitals.

“Merger” has the meaning set forth in the Recitals.

“Merger Consideration” has the meaning set forth inSection 2.1(c).

“Merger Sub” has the meaning set forth in the Preamble.

“Non-Disclosure Agreement” means that certain Non-Disclosure Agreement, dated as of March 25, 2013, by and among the DIRECTV Group, Inc., the Company and Parent.

“Notice Period” has the meaning set forth inSection 5.3(g).

“Option” has the meaning set forth inSection 2.3(b).

“Option Consideration” has the meaning set forth inSection 2.3(b).

-67-

“Order” means any order, judgment, ruling, injunction, assessment, award, decree or writ of any Governmental Entity.

“Outside Date” has the meaning set forth inSection 8.1(b)(i).

“Owned Real Property” means any real estate owned in fee by the Company or any of its Subsidiaries, together with all buildings, structures, fixtures and improvements thereon and all of the Company’s and its Subsidiaries’ rights thereto, including without limitation, all easements, rights of way and appurtenances relating thereto.

“Parent” has the meaning set forth in the Preamble.

“Parent Disclosure Letter” has the meaning set forth inSection 4.3.

“Parent Material Adverse Effect” means a Change that, individually or in the aggregate with any other Change or Changes is or is reasonably expected to be materially adverse to the ability of Parent or Merger Sub to perform its obligations under, or to consummate the Transactions on a timely basis;provided,however, that no Change, to the extent resulting from any of the following events, changes, effects, developments, conditions or occurrences, shall constitute or be taken into account in determining whether there has been or would reasonably be expected to be a Parent Material Adverse Effect, except, in the cases set forth below, to the extent that any such event, change, effect, development, condition or occurrence has a disproportionately adverse effect on Parent or any of its Subsidiaries (including, without limitation, Merger Sub) as compared to other participants in Parent’s or its Subsidiaries’ industry or industries:

(x) changes in the economy or financial markets generally in the United States including, without limitation, any such changes that are the result of non-domestic acts of war or terrorism (but not including any changes that are the result of domestic acts of war or terrorism);

(y) general changes or developments in any industry in which Parent and its Subsidiaries operate; or

(z) changes in any Law or GAAP or interpretation thereof after the date hereof.

“Parent Plan” means each “employee benefit plan” (within the meaning of Section 3(3) of ERISA but excluding any “multiemployer plan”) and each other material director and employee plan, program, agreement or arrangement, vacation or sick pay policy, fringe benefit plan, compensation, severance or employment agreement, stock bonus, stock purchase, stock option, restricted stock, stock appreciation right or other equity-based plan, and bonus or other incentive compensation or salary continuation plan or policy contributed to, sponsored or maintained by Parent or Merger Sub or, after the Effective Time, the Surviving Corporation.

“Paying Agent” has the meaning set forth inSection 2.2(a).

“Payment Fund” has the meaning set forth inSection 2.2(a).

-68-

“Per Share Class A Liquidation Payment” means an amount equal to $10.50 plus any accrued and unpaid dividends accrued through the Closing Date due under that certain Certificate of Designation of the Relative Rights, Restrictions and Preferences of 8% Class A Cumulative Convertible Preferred Stock and 10% Class B Cumulative Convertible Preferred Stock of the Company, less applicable Taxes, if any, required to be withheld with respect to such payment, without interest.

“Per Share Class C Liquidation Payment” means an amount equal to $10.00 plus any accrued and unpaid dividends accrued through the Closing Date due under that certain Certificate of Designation of the Relative Rights, Restrictions and Preferences of 10% Class C Cumulative Convertible Stock of the Company, less applicable Taxes, if any, required to be withheld with respect to such payment, without interest.

“Per Share Class F Liquidation Payment” means an amount equal to $10.00 plus any accrued and unpaid dividends accrued through the Closing Date due under that certain Certificate of Designation of the Relative Rights, Restrictions and Preferences of 10% Class F Convertible Preferred Stock of the Company, less applicable Taxes, if any, required to be withheld with respect to such payment, without interest.

“Permitted Encumbrances” means: (i) Encumbrances that relate to Taxes, assessments and governmental charges or levies imposed upon the Company that are not yet due and payable or that are being contested in good faith by appropriate proceedings or for which reserves have been established on the most recent financial statements included in the Company SEC Documents; (ii) Encumbrances imposed by Law that relate to obligations that are not yet due and have arisen in the ordinary course of business; (iii) pledges or deposits to secure obligations under workers’ compensation Laws or similar legislation or to secure public or statutory obligations; (iv) mechanics’, carriers’, workers’, repairers’ and similar Encumbrances imposed upon the Company arising or incurred in the ordinary course of business; (v) Encumbrances that relate to the purchase price owed on vehicles used by the Company in the ordinary course of Company Business; (vi) Encumbrances that relate to zoning, entitlement and other land use and environmental Laws; (vii) other imperfections or irregularities in title, charges, easements, survey exceptions, leases, subleases, license agreements and other occupancy agreements, reciprocal easement agreements, restrictions and other customary encumbrances on title to or use of real property; (viii) utility easements for electricity, gas, water, sanitary sewer, surface water drainage or other general easements granted to Governmental Entities in the ordinary course of developing or operating any Site; (ix) any utility company rights, easements or franchises for electricity, water, steam, gas, telephone or other service or the right to use and maintain poles, lines, wires, cables, pipes, boxes and other fixtures and facilities in, over, under and upon any of the Sites; (x) any encroachments of stoops, areas, cellar steps, trim and cornices, if any, upon any street or highway; (provided,however, that in the case of clauses (vi) through (x), none of the foregoing, individually or in the aggregate, materially impairs the use, value or operations of the affected property or materially interferes with the conduct of the Company Business); and (x) as to any Leased Real Property, any Encumbrance affecting the interest of the lessor thereof to the extent the underlying obligation to such lessor is not in default or delinquent.

“Person” means a natural person, sole proprietorship, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated society or association, joint venture, Governmental Entity or other legal entity or organization.

-69-

“Plan of Merger” has the meaning set forth in the Recitals.

“Preferred Liquidation Consideration” has the meaning set forth inSection 2.1(d).

“Preferred Shares” means all shares of preferred stock of the Company.

“Proxy Statement” has the meaning set forth inSection 3.10.

“Related Persons” has the meaning set forth inSection 8.3(d).

“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, migrating, leaching, dumping, or disposing.

“Representatives” has the meaning set forth inSection 5.3(a).

“Restraints” has the meaning set forth inSection 7.1(c).

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Shareholder Approval” has the meaning set forth inSection 3.2(a).

“Shares” means all Common Shares and Preferred Shares.

“Site” means real properties currently or previously owned, leased, occupied or operated by: (i) the Company or any of its Subsidiaries, (ii) any predecessors of the Company or any of its Subsidiaries, or (iii) any entities previously owned by the Company or any of its Subsidiaries, in each case, including all soil, subsoil, surface waters and groundwater thereat.

“Solicitation End Time” has the meaning set forth inSection 5.3(a).

“Special Committee” has the meaning set forth in the Recitals.

“Special Meeting” has the meaning set forth inSection 6.2.

“Subsidiary” means, with respect to any party, any foreign or domestic corporation or other organization, whether incorporated or unincorporated, of which (a) such party or any other Subsidiary of such party is a general partner (excluding such partnerships where such party or any Subsidiary of such party does not have a majority of the voting interest in such partnership) or (b) at least a majority of the securities or other equity interests having by their terms ordinary voting power to elect a majority of the directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such party or by any one or more of such party’s Subsidiaries, or by such party and one or more of its Subsidiaries.

-70-

“Subsidiary Charter Documents” means the articles or certificate of incorporation and bylaws (or comparable governing documents) of the relevant Subsidiary of the Company, in each case, as amended to date.

“Superior Proposal” has the meaning set forth inSection 5.3(h).

“Surviving Corporation” has the meaning set forth inSection 1.1.

“Tax” or “Taxes” means any and all (a) federal, state, local and foreign income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, withholding, alternative or add-on minimum, ad valorem, transfer or excise tax, escheat, or any other like assessment or charge in the nature of a tax of any kind whatsoever (whether imposed directly or through withholding), (b) interest, penalties, additions to tax or additional amounts imposed by any Governmental Entity, whether disputed or not, and (c) liability in respect of any items described in clauses (a) or (b) payable under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract, assumption, operation of Law or otherwise.

“Tax Return” or “Tax Returns” means any and all reports, returns, or similar statementsto be filed with respect to any Tax,including, without limitation, declarations, elections, claims for refund, schedules, forms and information returns, any schedules or attachments thereto, and any amended tax return or declaration of estimated Tax and any affiliated, consolidated, combined, unitary or similar return, related to any Taxes.

“Termination Fee” has the meaning set forth inSection 8.3(b).

“Third Party” means any Person, other than Parent or any of its Affiliates.

“Transactions” has the meaning set forth in the Recitals.

“Uncertificated Shares” has the meaning set forth inSection 2.1(e).

“Valid Transfer” has the meaning set forth inSection 2.2(b).

“WARN Act”means the federal Worker Adjustment and Retraining Notification Act of 1988, and similar state, local and foreign laws related to plant closings, relocations, mass layoffs and employment losses.

“Warrant Termination Agreement” has the meaning set forth inSection 2.3(f).

Section 10.2Other Definitional and Interpretative Provisions. The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Terms defined in the singular in this Agreement shall also include the plural and vice versa. The captions and headings herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. The phrases “the date of this Agreement,” “the date hereof” and phrases of similar import, unless the context otherwise requires, shall be deemed to refer to the date set forth in the Preamble. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

-71-

Section 10.3Company Disclosure Letter. Notwithstanding anything to the contrary contained in the Company Disclosure Letter or in this Agreement, the information and disclosures contained in any Section of the Company Disclosure Letter shall be deemed to be disclosed and incorporated by reference in any other Section of the Company Disclosure Letter as though fully set forth in such Company Disclosure Letter for which applicability of such information and disclosure is reasonably apparent on its face. The fact that any item of information is disclosed in any Section of the Company Disclosure Letter (a) shall not be construed to mean that such information is required to be disclosed by this Agreement, (b) shall not be construed as or constitute an admission, evidence or agreement that a violation, right of termination, default, non-compliance, liability or other obligation of any kind exists with respect to any item, (c) with respect to the enforceability of Contracts with third-parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third-parties, or similar matters or statements, is intended only to allocate rights and risks among the parties to this Agreement and is not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any party by any Person who is not a party, or give rise to any claim or benefit to any entity or person who is not a party; and (d) does not waive any attorney-client privilege associated with such item or information or any protection afforded by the work-product doctrine with respect to any of the matters disclosed or discussed herein. Unless the context otherwise requires (for example, a Section of the Company Disclosure Letter corresponds to a representation and warranty that requires disclosure of information that is “material” or that could reasonably be expected to constitute a “Company Material Adverse Effect”), such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Company Material Adverse Effect” or other similar terms in this Agreement. Neither the specifications of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Company Disclosure Letter is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no Person shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties hereto as to whether any obligation, item or matter not described herein or included in the Company Disclosure Letter is or is not material for purposes of this Agreement.

[Remainder of Page Intentionally Left Blank.]

[Signatures on Following Page.]

-72-

IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Agreement and Plan of Merger to be signed by their respective officers thereunto duly authorized as of the date first written above.

MULTIBAND CORPORATION,
a Minnesota corporation
By:	/s/ James L. Mandel
Name:	James L. Mandel
Title:	Chief Executive Officer
GOODMAN NETWORKS INCORPORATED,
a Texas corporation
By:	/s/ John A. Goodman
Name:	John A. Goodman
Title:	Executive Chairman
MANATEE MERGER SUB CORPORATION,
a Minnesota corporation
By:	/s/ John A. Goodman
Name:	John A. Goodman
Title:	Executive Chairman

Signature Page to Agreement and Plan of Merger

EXHIBIT A

ARTICLES OF INCORPORATION OF SURVIVING CORPORATION

EXHIBIT B

BYLAWS OF SURVIVING CORPORATION

EXHIBIT C

FORM OF WARRANT TERMINATION AGREEMENT