Common use of TABLE OF SCHEDULES Clause in Contracts

TABLE OF SCHEDULES. Schedule 1.1 Liens Schedule 1.2 Required Regulatory Approvals Schedule 1.7(b)(vi) Required Consents Schedule 2.4 Consents and Approvals Schedule 2.6 Affiliate Transactions Schedule 3.3 Consents and Approvals Schedule 3.4 Capitalization Schedule 3.5 Company’s Subsidiaries and Other Business Interests Schedule 3.8 Material Adverse Change Schedule 3.9 Real Property Schedule 3.11 Intellectual Property Schedule 3.13 Material Contracts Schedule 3.14 Insurance Policies Schedule 3.15 Litigation Schedule 3.16 FCC Regulatory Matters; Material Permits Schedule 3.17 Compliance with Laws Schedule 3.18 Environmental Matters Schedule 3.19 Employee Benefit Matters Schedule 3.20 Employment Matters Schedule 3.21 Taxes Schedule 3.22 Material Customers Schedule 3.23 Material Vendors Schedule 3.24 Books and Records Schedule 3.25 Bank Accounts Schedule 3.26 Indebtedness Schedule 3.27 Physical Network Schedule 3.28 Grants Schedule 3.29 Affiliate Transactions Schedule 5.2(g) Negative Covenants Schedule 5.3(d) Regulatory Schedule 5.12 Financial Statements and Operating Reports Schedule 9.2(a) Indemnification This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 24, 2023 (the “Agreement Date”), by and among Shenandoah Telecommunications Company, a Virginia corporation (“Parent”), Fox Merger Sub I Inc., a Delaware corporation (“Merger Sub I”), and Fox Merger Sub II LLC, a Delaware limited liability company (“Merger Sub II”), on the one hand; and Horizon Acquisition Parent LLC, a Delaware limited liability company (the “Company”), the holders set forth on the signature pages hereto (each, a “Seller” and collectively, the “Sellers”), and Novacap TMT V, L.P., as the Seller Representative, on the other hand, and Parent, Merger Sub I, Merger Sub II, the Company and the Sellers collectively, the “Parties”. The meanings of capitalized terms used in this Agreement and not otherwise defined, and rules of interpretation, are set forth in Exhibit A.

TABLE OF SCHEDULES. Schedule 1.1 Liens 1.1(b) Bank Accounts Schedule 1.2 Required Regulatory Approvals 1.1(d) Assumed Contracts Schedule 1.7(b)(vi1.1(f) Required Consents Schedule 2.4 Consents and Approvals Schedule 2.6 Affiliate Transactions Schedule 3.3 Consents and Approvals Schedule 3.4 Capitalization Schedule 3.5 Company’s Subsidiaries and Other Business Interests Schedule 3.8 Material Adverse Change Schedule 3.9 Transferred Owned Real Property Schedule 3.11 1.1(g) Leased Transferred Real Property Schedule 1.1(m) Designs, Drawings and Technical Information Schedule 1.1(n) Transferred Personal Property Schedule 1.1(r) Other Assets, Properties and Rights Schedule 1.1(s) Transferred Employee Plans Schedule 1.2(a) Excluded Assets Schedule 1.2(g) Excluded Rights in Real Property Schedule 1.2(i) Excluded Personal Property, Equipment and Inventory Schedule 1.2(j) Excluded Contracts Schedule 1.3(a)(x) Treatment of Patent Litigation Schedule 4.2(g) Retention Payments Schedule 4.2(n) Settlement of Action or Liability Schedule 4.5(c) Form of Distributor Letter Schedule 5.3(a) Business Employees Schedule 5.14 Design History Files Schedule 5.17(d)(i) Purchaser Prosecuted Prophecy Patents Schedule 5.17(d)(ii) Seller Prosecuted Prophecy Patents Schedule 6.1(b) Required Third Party Consents Schedule A-1 Excluded Litigation Schedule A-2 Knowledge of Seller Schedule A-3 OrthoRecon Products Schedule A-4 Permitted Encumbrances Schedule A-5 Retained Shared Intellectual Property Schedule 3.13 Material Contracts A-6 Transferred Shared Intellectual Property Schedule 3.14 Insurance Policies A-7 Unallocated Shared Intellectual Property Seller Disclosure Schedule 3.15 Litigation Schedule 3.16 FCC Regulatory Matters; Material Permits Schedule 3.17 Compliance with Laws Schedule 3.18 Environmental Matters Schedule 3.19 Employee Benefit Matters Schedule 3.20 Employment Matters Schedule 3.21 Taxes Schedule 3.22 Material Customers Schedule 3.23 Material Vendors Schedule 3.24 Books and Records Schedule 3.25 Bank Accounts Schedule 3.26 Indebtedness Schedule 3.27 Physical Network Schedule 3.28 Grants Schedule 3.29 Affiliate Transactions Schedule 5.2(g) Negative Covenants Schedule 5.3(d) Regulatory Schedule 5.12 Financial Statements and Operating Reports Schedule 9.2(a) Indemnification This AGREEMENT AND PLAN OF MERGER THIS ASSET PURCHASE AGREEMENT, dated as of June 18, 2013 (this “Agreement”) ), is made and entered into as of October 24, 2023 (the “Agreement Date”), by and among Shenandoah Telecommunications CompanyMicroPort Scientific Corporation, a Virginia corporation formed under the laws of the Cayman Islands (“Parent”), Fox Merger Sub I MicroPort Medical B.V., a besloten vennootschap formed under the laws of the Netherlands (“Purchaser”), and Xxxxxx Medical Group, Inc., a Delaware corporation (“Merger Sub I”)Seller,” and together with Parent and Purchaser, and Fox Merger Sub II LLC, a Delaware limited liability company (“Merger Sub II”), on the one hand; and Horizon Acquisition Parent LLC, a Delaware limited liability company (the “Company”), the holders set forth on the signature pages hereto (each, each a “SellerParty” and collectively, the “SellersParties”), and Novacap TMT V, L.P., as the Seller Representative, on the other hand, and Parent, Merger Sub I, Merger Sub II, the Company and the Sellers collectively, the “Parties”. The meanings of capitalized Capitalized terms used in this Agreement and but not otherwise defined, and rules of interpretation, are defined shall have the meanings set forth in Exhibit A.Annex A to this Agreement.

TABLE OF SCHEDULES. Schedule 1.1 Liens A Transferred Subs Schedule 1.2 Required Regulatory Approvals B Business Subs Schedule 1.7(b)(vi1.1(b)(ii)(A) Required Consents Customer Contracts Schedule 2.4 Consents 1.1(b)(ii)(B) Vendor and Approvals Service Contracts Schedule 2.6 Affiliate Transactions 1.1(b)(ii)(D) Other Contracts Schedule 3.3 Consents and Approvals 1.1(b)(iii) Tangible Personal Property Schedule 3.4 Capitalization 1.1(b)(iv) Acquired Intellectual Property Schedule 3.5 Company’s Subsidiaries and Other Business Interests Schedule 3.8 Material Adverse Change Schedule 3.9 1.1(b)(vi)(A) Owned Real Property Schedule 3.11 Intellectual 1.1(b)(vi)(B) Property Leases Schedule 3.13 Material 1.1(b)(vii) Permits Schedule 1.1(b)(viii) Other Equity Interests Schedule 1.1(b)(ix) Bank Accounts and Lockbox Arrangements Schedule 1.1(b)(x) Prepaid Items Schedule 1.1(b)(xvi) Other Acquired Assets Schedule 1.2(d) Excluded Contracts Schedule 3.14 Insurance Policies 1.2(i) Other Excluded Assets Schedule 3.15 Litigation 1.2(l) Excluded Corporate Services and Assets Schedule 3.16 FCC Regulatory Matters; Material Permits 1.3 Assumed Liabilities Schedule 3.17 Compliance with Laws 1.3(ii) Property Lease Guarantees or Letters of Credit Schedule 3.18 Environmental Matters Schedule 3.19 Employee Benefit Matters Schedule 3.20 Employment Matters Schedule 3.21 Taxes Schedule 3.22 Material Customers Schedule 3.23 Material Vendors Schedule 3.24 Books and Records Schedule 3.25 Bank Accounts Schedule 3.26 Indebtedness Schedule 3.27 Physical Network Schedule 3.28 Grants Schedule 3.29 Affiliate Transactions Schedule 5.2(g) Negative Covenants Schedule 5.3(d) Regulatory 5.10 Intercompany Agreements Schedule 5.12 Financial Statements Capital Expenditure Plan TABLE OF EXHIBITS* ----------------- Exhibit A Form of Xxxx of Sale Exhibit B Form of Assignment and Operating Reports Schedule 9.2(aAssumption Agreement Exhibit C Form of Transition Services Agreement Exhibit D (Intentionally omitted) Indemnification This Exhibit E Form of Section 363/365 Order Exhibit F Form of Trademark License Agreement Exhibit G Form of Escrow Agreement Exhibit H Bidding Procedures Exhibit I Form of Joinder * Omitted. The registrant agrees to furnish supplementally a copy of any omitted document to the Commission upon request. ACQUISITION AGREEMENT AND PLAN OF MERGER THIS ACQUISITION AGREEMENT (this “the "Agreement”"), dated effective as of July 15, 2001 (the "Effective Date") is made and entered into executed as of October 2412, 2023 2001 (the “Agreement "Execution Date”"), is made by and among Shenandoah Telecommunications Companybetween Comdisco, a Virginia corporation (“Parent”), Fox Merger Sub I Inc., a Delaware corporation (“Merger Sub I”the "Seller"), and Fox Merger Sub II LLCSunGard Data Systems Inc., a Delaware limited liability company (“Merger Sub II”), on the one hand; and Horizon Acquisition Parent LLC, a Delaware limited liability company corporation (the “Company”"Purchaser"), the holders set forth on the signature pages hereto (each, a “Seller” and collectively, the “Sellers”), and Novacap TMT V, L.P., as the Seller Representative, on the other hand, and Parent, Merger Sub I, Merger Sub II, the Company and the Sellers collectively, the “Parties”. The meanings of capitalized Capitalized terms used in this Agreement herein and not otherwise defined, and rules of interpretation, are defined shall have the meanings set forth in Exhibit A.Article IX.

TABLE OF SCHEDULES. AND EXHIBITS** ---------------------------------- Schedule 1.1 Liens Further Description of Restructuring Schedule 1.2 Required Regulatory Approvals 2.5 Payment Instructions Schedule 1.7(b)(vi) Required Consents 3.1 Articles of Incorporation, Bylaws and Certificate of Existence and Good Standing Schedule 2.4 Consents and Approvals Schedule 2.6 Affiliate Transactions 3.2 Resolutions Schedule 3.3 Consents and Approvals Authorized Capital Stock Schedule 3.4 Capitalization Financial Statements Schedule 3.5 Company’s Subsidiaries and Other Changes in Business Interests or Condition Schedule 3.7 Undisclosed Liabilities Schedule 3.8 Material Adverse Change Taxes Schedule 3.9 Accounts Receivable Schedule 3.10 Notice of Default, Breach or Violation Schedule 3.11 Litigation Schedule 3.12 Real Property Schedule 3.11 Intellectual Property Owned Schedule 3.13 Material Contracts Liens on Personal Property Owned Schedule 3.14 Insurance Policies Schedule 3.15 Litigation Schedule 3.16 FCC Regulatory Matters; Material Permits Schedule 3.17 Compliance with Laws Real and Personal Property-Leased Schedule 3.18 Environmental Matters Schedule 3.19 Contracts Schedule 3.20 Intellectual Property Schedule 3.21 Insurance Policies Schedule 3.22 Officers, Directors, Employees and Consultants Schedule 3.23 Bank Accounts Schedule 3.24 Transactions with Affiliates Schedule 3.25 Labor Matters Schedule 3.26 Employee Benefit Matters Schedule 3.20 3.27 Employment Matters Schedule 3.21 Taxes Schedule 3.22 Material Customers Schedule 3.23 Material Vendors Schedule 3.24 Books and Records Schedule 3.25 Bank Accounts Schedule 3.26 Indebtedness Schedule 3.27 Physical Network Schedule 3.28 Grants Discrimination Claims Schedule 3.29 Affiliate Transactions Products Warranties Schedule 5.2(g3.30 Product Liability Schedule 3.32 Foreign Assets -iv- Schedule 3.33 Foreign Operations and Export Control Schedule 3.36 Affiliates Schedule 3.37 Guarantees Schedule 4.1 Articles of Incorporation, Bylaws and Certificate of Existence and Good Standing Schedule 6.1 Business Interests Exhibit A Form of CPFC Subordinated Promissory Note Exhibit B Form of Security Agreement Exhibit C Form of Legal Opinion of Seller's Counsel Exhibit D Form of Legal Opinion of Buyer's Counsel ----------------------- * Pursuant to Item 601(b)(2) Negative Covenants Schedule 5.3(d) Regulatory Schedule 5.12 Financial Statements of Regulation S-K, these Schedules have been omitted. The Registrant hereby agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request. ** Exhibit A is filed as Exhibit 10.1 to this Form 8-KA. Exhibit B was never entered into and Operating Reports Schedule 9.2(a) Indemnification This is not filed. Exhibits C and D are not material and are not filed. -v- STOCK PURCHASE AGREEMENT AND PLAN OF MERGER ------------------------ THIS STOCK PURCHASE AGREEMENT (this “the "Agreement”") is made and entered into as of October 24this 8th day of December, 2023 (the “Agreement Date”)1997, by and among Shenandoah Telecommunications CompanyCHAMPION FINANCIAL CORPORATION, a Virginia Utah corporation (“Parent”the "Buyer"), Fox Merger Sub I Inc.HEALTHSTAR, a Delaware INC., an Illinois corporation (“Merger Sub I”"Company"), and Fox Merger Sub II LLCTHOMAS H. STATEMAN, a Delaware limited liability company (“Merger Sub II”), on the one hand; and Horizon Acquisition Parent LLC, a Delaware limited liability company an individual resident in Illinois (the “Company”"Seller"), the holders set forth on the signature pages hereto (each, a “Seller” and collectively, the “Sellers”), and Novacap TMT V, L.P., as the Seller Representative, on the other hand, and Parent, Merger Sub I, Merger Sub II, the Company and the Sellers collectively, the “Parties”. The meanings of capitalized terms used Xxxxxxxxxxx xxxms are defined in this Agreement and not otherwise defined, and rules of interpretation, are set forth in Exhibit A.Article I.

TABLE OF SCHEDULES. and Exhibits ------------------------------- Schedules --------- Schedule 1.1 2.16 - Items required with respect to Each Fee Owned Real Property of the Borrower and its Subsidiaries Schedule 5.01(a) - Jurisdictions of Qualification, Ownership and Capital Structure - Borrower Schedule 5.01(f) - FAA Non-Compliance as of the Closing Date Schedule 5.01(h) - Existing Litigation Schedule 5.01(w) - Tenant Leases in existence on the Closing Date Schedule 5.01(x) - Ground Leases in existence on the Closing Date Schedule 5.01(y) - Owned Real Property in existence on the Closing Date Schedule 8.02 - Existing Debt and Liabilities Schedule 8.03 - Existing Liens Schedule 1.2 Required Regulatory Approvals 8.04 - Existing Investments Schedule 1.7(b)(vi) Required Consents Schedule 2.4 Consents and Approvals Schedule 2.6 8.09 - Existing Affiliate Transactions Schedule 3.3 Consents 11.02 - Lender Addresses Exhibits -------- Exhibit A-1 - Form of Revolver A Note Exhibit A-2 - Form of Revolver B Note Exhibit A-3 - Form of Term Loan A Note Exhibit A-4 - Form of Term Loan B Note Exhibit B - Form of Security Agreement (Borrower) Exhibit C - Form of Compliance Certificate Exhibit D - Form of Borrowing Notice Exhibit E - Form of Conversion/Continuation Notice Exhibit F - Form of Assignment and Approvals Schedule 3.4 Capitalization Schedule 3.5 Company’s Acceptance Exhibit G - Form of Guaranty of Subsidiaries Exhibit H - Form of Security Agreement (Subsidiary) Exhibit I - Form of Subordination Agreement Exhibit J - Form of Borrower Pledge Agreement Exhibit K - Form of Certain Ground Lease Provisions Exhibit L - Form of Guaranty of Parent Exhibit M - Form of Parent Pledge Agreement Exhibit N - Form of Estoppel and Other Business Interests Schedule 3.8 Material Adverse Change Schedule 3.9 Real Property Schedule 3.11 Intellectual Property Schedule 3.13 Material Contracts Schedule 3.14 Insurance Policies Schedule 3.15 Litigation Schedule 3.16 FCC Regulatory Matters; Material Permits Schedule 3.17 Compliance with Laws Schedule 3.18 Environmental Matters Schedule 3.19 Employee Benefit Matters Schedule 3.20 Employment Matters Schedule 3.21 Taxes Schedule 3.22 Material Customers Schedule 3.23 Material Vendors Schedule 3.24 Books and Records Schedule 3.25 Bank Accounts Schedule 3.26 Indebtedness Schedule 3.27 Physical Network Schedule 3.28 Grants Schedule 3.29 Affiliate Transactions Schedule 5.2(g) Negative Covenants Schedule 5.3(d) Regulatory Schedule 5.12 Financial Statements and Operating Reports Schedule 9.2(a) Indemnification This Attornment Language ________________________________________________________________________________ $450,000,000 PINNACLE TOWERS INC. FOURTH AMENDED AND RESTATED CREDIT AGREEMENT THIS FOURTH AMENDED AND PLAN OF MERGER (this “Agreement”) RESTATED CREDIT AGREEMENT is made and entered into dated as of October 24June 25, 2023 (the “Agreement Date”)1999, by and among Shenandoah Telecommunications Company, a Virginia corporation (“Parent”), Fox Merger Sub I Pinnacle Towers Inc., a Delaware corporation (“Merger Sub I”), and Fox Merger Sub II LLC, a Delaware limited liability company (“Merger Sub II”), on the one hand; and Horizon Acquisition Parent LLC, a Delaware limited liability company (the “Company”"Borrower"), the holders set forth on the signature pages hereto Lenders (each, a “Seller” and collectively, the “Sellers”as defined below), and Novacap TMT VNationsBank, L.P.N.A., as a Lender and Administrative Agent (the Seller Representative, on the other hand, "Administrative Agent"). Banc of America Securities LLC acted as Sole Lead Arranger and Parent, Merger Sub I, Merger Sub II, the Company and the Sellers collectively, the “Parties”. The meanings of capitalized terms used in this Agreement and not otherwise defined, and rules of interpretation, are set forth in Exhibit A.Sole Book Manager.