DATED AS OF MAY 29, 1998 CONTENTS --------Registration Rights Agreement • June 12th, 1998 • Westower Corp • Water, sewer, pipeline, comm & power line construction • Washington
EXHIBIT 2.3 EMPLOYMENT AGREEMENT -------------------- This Agreement is made this 29 day of May 1998, between Westower Corporation, a Washington corporation (the "Company"), and Michael J. Anderson ("Employee"). W I T N E S S E T H: WHEREAS, the...Employment Agreement • June 12th, 1998 • Westower Corp • Water, sewer, pipeline, comm & power line construction • Washington
Warrant AgreementWarrant Agreement • August 6th, 1997 • Westower Corp • Illinois
Westower Corporation, a Washinton corporation (the "Company"), hereby agrees to sell to you, the several underwriters, and you hereby agree to purchase from the Company at a purchase price of $9.00, unit purchase warrants (the "Underwriter Warrants") covering 100,000 of the Company's units (the "Units"), each Unit consisting of one share of the Company's Common Stock (the "Shares") and one Redeemable Common Stock Purchase Warrant (the "Warrants") issued in accordance with the terms of a warrant agreement (the "Warrant Agreement") dated as of, 1997 between the Company and American Stock Transfer & Trust Company, as warrant agent (the "Warrant Agent"). The Underwriter Warrants will be exercisable by you as to all or any lesser number of Units covered thereby, at the Purchase Price per Unit as defined below, at any time and from time to time on and after the first anniversary of the date hereof and ending at 5:00 pm. on the fifth anniversary of the date hereof.
1,000,000 Units WESTOWER CORPORATION Each Unit Consisting of One share of Common Stock and One Redeemable Common Stock Purchase WarrantUnderwriting Agreement • September 19th, 1997 • Westower Corp • Water, sewer, pipeline, comm & power line construction • Texas
BY AND BETWEENAsset Purchase Agreement • May 28th, 1999 • Westower Corp • Water, sewer, pipeline, comm & power line construction • Arizona
EXHIBIT 99.3 WESTOWER CORPORATION NONQUALIFIED STOCK OPTION LETTER AGREEMENT FOR NONEMPLOYEE DIRECTORS TO: [[Name]] Date of Grant: [[Grant]] We are pleased to inform you that you have been selected by the Board of Directors of Westower Corporation...Nonqualified Stock Option Agreement • October 5th, 1998 • Westower Corp • Water, sewer, pipeline, comm & power line construction
EXHIBIT 10.4 WESTOWER HOLDINGS LTD. WESTOWER COMMUNICATIONS LTD. CREDIT AGREEMENT Dated as of June 9, 1998 BANKBOSTON, N.A., Agent BANCBOSTON SECURITIES INC., Syndication Agent and Manager TABLE OF CONTENTSCredit Agreement • January 25th, 1999 • Westower Corp • Water, sewer, pipeline, comm & power line construction • Massachusetts
RECITALS:Stockholder Agreement • May 18th, 1999 • Westower Corp • Water, sewer, pipeline, comm & power line construction • New York
ANDShare Exchange Agreement • September 15th, 1998 • Westower Corp • Water, sewer, pipeline, comm & power line construction • Washington
EXHIBIT 2.3 EMPLOYMENT AGREEMENT THIS AGREEMENT is made this 31st day of August, 1998, between STANDBY SERVICES, INC., a Texas corporation (the "Company"), and TOM T. CUNNINGHAM ("the Employee"). WHEREAS, Westower Corporation, a Washington corporation...Employment Agreement • September 15th, 1998 • Westower Corp • Water, sewer, pipeline, comm & power line construction • Texas
Warrant AgreementWarrant Agreement • September 19th, 1997 • Westower Corp • Water, sewer, pipeline, comm & power line construction • Texas
BY AND AMONGMerger Agreement • October 9th, 1998 • Westower Corp • Water, sewer, pipeline, comm & power line construction • Washington
BY AND AMONGMerger Agreement • November 20th, 1998 • Westower Corp • Water, sewer, pipeline, comm & power line construction • Mississippi
RELATING TO: $15,000,000 7% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE APRIL 30, 2007 ANDPurchase Agreement • June 1st, 1998 • Westower Corp • Water, sewer, pipeline, comm & power line construction • Washington
1,000,000 Units WESTOWER CORPORATION Each Unit Consisting of One share of Common Stock and One Redeemable Common Stock Purchase WarrantsSelected Dealer Agreement • September 19th, 1997 • Westower Corp • Water, sewer, pipeline, comm & power line construction • Texas
andWarrant Agreement • August 6th, 1997 • Westower Corp • Texas
BACKGROUNDRegistration Rights Agreement • November 20th, 1998 • Westower Corp • Water, sewer, pipeline, comm & power line construction • Washington
WESTOWER HOLDINGS LTD. WESTOWER COMMUNICATIONS LTD. CREDIT AGREEMENT Amendment No. 2Credit Agreement • May 24th, 1999 • Westower Corp • Water, sewer, pipeline, comm & power line construction • Massachusetts
BY AND AMONGMerger Agreement • November 12th, 1998 • Westower Corp • Water, sewer, pipeline, comm & power line construction • Washington
Exhibit 2.4 ----------- EMPLOYMENT AGREEMENT -------------------- This Agreement is made this 10th day of November, 1998, between Summit Communications, LLC, a Mississippi limited liability company (the "Company"), and Mike A. Jarvis ("Employee"). W I...Employment Agreement • November 20th, 1998 • Westower Corp • Water, sewer, pipeline, comm & power line construction • Mississippi
EXHIBIT 2 ASSET ACQUISITION AGREEMENT THIS ASSET ACQUISITION AGREEMENT (this "Agreement") is made and entered into this 30th day of December, 1998, by and between [APPROPRIATE KOCH COMPANY]/1/, a ________________________ ("Seller"), and WESTOWER...Asset Acquisition Agreement • March 8th, 1999 • Westower Corp • Water, sewer, pipeline, comm & power line construction • Kansas
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • May 18th, 1999 • Westower Corp • Water, sewer, pipeline, comm & power line construction • New York
WESTOWER HOLDINGS LTD. WESTOWER COMMUNICATIONS LTD. CREDIT AGREEMENT Amendment No. 1Credit Agreement • May 24th, 1999 • Westower Corp • Water, sewer, pipeline, comm & power line construction • Massachusetts
BACKGROUNDRegistration Rights Agreement • September 15th, 1998 • Westower Corp • Water, sewer, pipeline, comm & power line construction • Washington
1,000,000 Units WESTOWER CORPORATION Each Unit Consisting of One share of Common Stock and One Redeemable Common Stock Purchase WarrantUnderwriting Agreement • September 19th, 1997 • Westower Corp • Water, sewer, pipeline, comm & power line construction • Washington
ANDShare Exchange Agreement • June 12th, 1998 • Westower Corp • Water, sewer, pipeline, comm & power line construction • Washington
1,000,000 Units WESTOWER CORPORATION Each Unit Consisting of One share of Common Stock and One Redeemable Common Stock Purchase WarrantUnderwriting Agreement • August 6th, 1997 • Westower Corp • Washington
1,000,000Units WESTOWER CORPORATION Each Unit Consisting of One share of Common Stock and One Redeemable Common Stock Purchase WarrantsSelected Dealer Agreement • August 6th, 1997 • Westower Corp • Washington
EXHIBIT 2.2 REGISTRATION RIGHTS AGREEMENT THIS AGREEMENT is entered into as of August 31, 1998, by and between WESTOWER CORPORATION, a Washington corporation ("Westower"), and TOM T. CUNNINGHAM (the "Shareholder"). WHEREAS, on even date herewith the...Registration Rights Agreement • September 15th, 1998 • Westower Corp • Water, sewer, pipeline, comm & power line construction • Washington
BACKGROUND: ----------Agreement of Sale and Amendment to Purchase Agreement • May 18th, 1999 • Westower Corp • Water, sewer, pipeline, comm & power line construction • Washington
411677 ALBERTA LTD. BY WESTOWER CORPORATIONStock Purchase Agreement • May 22nd, 1998 • Westower Corp • Water, sewer, pipeline, comm & power line construction • Washington
