National Wireless Holdings Inc Sample Contracts

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R E C I T A L
Subscription Agreement • March 16th, 1998 • National Wireless Holdings Inc • Cable & other pay television services • Florida
AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • June 14th, 1999 • National Wireless Holdings Inc • Services-prepackaged software • New York
EXHIBIT 43
Stockholders Agreement • September 15th, 1997 • National Wireless Holdings Inc • Cable & other pay television services • Delaware
SECURED TERM NOTE
Pledge Agreement • September 15th, 1997 • National Wireless Holdings Inc • Cable & other pay television services • New York
BACKGROUND
Employment Agreement • December 24th, 1996 • National Wireless Holdings Inc • Cable & other pay television services
AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • January 31st, 2000 • National Wireless Holdings Inc • Services-prepackaged software
and CONTINENTAL STOCK TRANSFER AND TRUST COMPANY, as Rights Agent
Rights Agreement • December 24th, 1996 • National Wireless Holdings Inc • Cable & other pay television services • Delaware
EXHIBIT 40
Indemnification Agreement • September 15th, 1997 • National Wireless Holdings Inc • Cable & other pay television services • Delaware
AMENDMENT NO. 6 TO AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • January 29th, 2002 • National Wireless Holdings Inc • Services-prepackaged software
AMENDMENT NO. 3 TO
Loan Agreement and Note • March 17th, 1999 • National Wireless Holdings Inc • Services-prepackaged software • New York
EXHIBIT K TO AMENDED AND RESTATED LOAN AGREEMENT BY AND BETWEEN ELECTRONIC DATA SUBMISSION SYSTEMS, INC. AND NATIONAL WIRELESS HOLDINGS INC. BRIDGE NOTE
National Wireless Holdings Inc • January 31st, 2000 • Services-prepackaged software

FOR VALUE RECEIVED, the undersigned, Electronic Data Submission Systems, Inc., a Delaware Corporation, (the "Borrower"), hereby promises to pay to the order of National Wireless Holdings Inc., a Delaware Corporation ("National"), at the Principal Office of National or at such other place as National may from time to time designate to Borrower in writing, (a) the lesser of (i) the principal sum of ONE MILLION DOLLARS ($1,000,000.00) or (ii) the aggregate principal amount of all Loans outstanding in respect of the Bridge Commitment under the Loan Agreement hereinafter referred to, in lawful money of the United States of America and in immediately available funds, on the dates and pursuant to the terms of the Loan Agreement, but in any event no later than the earlier to occur of January 18, 2001 and the date on which a long term debt or equity financing of Borrower occurs, and (b) interest on the unpaid principal amount of each Loan, in like money and funds, for the period commencing on t

BACKGROUND
Consulting Agreement • December 24th, 1996 • National Wireless Holdings Inc • Cable & other pay television services
AMENDMENT NO. 4 TO AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • January 30th, 2001 • National Wireless Holdings Inc • Services-prepackaged software
VOTING AGREEMENT
Voting Agreement • May 26th, 2006 • NWH Inc • Services-prepackaged software • Delaware

This VOTING AGREEMENT (“Agreement”), dated May 25, 2006, by and among Ingenix, Inc., a Delaware corporation (“Parent”) and the stockholder of NWH, Inc., a Delaware corporation (the “Company”), identified on Schedule 1 hereto (the “Stockholder”). Capitalized terms used but not defined herein have the meanings ascribed thereto in the Merger Agreement.

AGREEMENT AND PLAN OF MERGER BY AND AMONG INGENIX, INC., MOGUL ACQUISITION CORPORATION AND
Agreement and Plan of Merger • May 26th, 2006 • NWH Inc • Services-prepackaged software • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 25, 2006, is by and among Ingenix, Inc., a Delaware corporation (“Parent”), Mogul Acquisition Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and NWH, Inc., a Delaware corporation (the “Company”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • January 29th, 1998 • National Wireless Holdings Inc • Cable & other pay television services • New York
RECITALS
Shareholder Agreement • December 24th, 1996 • National Wireless Holdings Inc • Cable & other pay television services
EXHIBIT L TO AMENDED AND RESTATED LOAN AGREEMENT BY AND BETWEEN ELECTRONIC DATA SUBMISSION SYSTEMS, INC. AND NATIONAL WIRELESS HOLDINGS INC. ADDITIONAL NOTE ---------------
National Wireless Holdings Inc • March 19th, 2001 • Services-prepackaged software

FOR VALUE RECEIVED, the undersigned, Electronic Data Submission Systems, Inc., a Delaware Corporation, (the "Borrower"), hereby promises to pay on December 31, 2002 to the order of National Wireless Holdings Inc., a Delaware Corporation ("National"), at the Principal Office of National or at such other place as National may from time to time designate to Borrower in writing, (a) the lesser of (i) the principal sum of SEVEN HUNDRED THOUSAND DOLLARS ($700,000) or (ii) the aggregate principal amount of all Loans outstanding in respect of the Additional Commitment under the Loan Agreement hereinafter referred to, including without limitation accrued but unpaid interest hereon, in lawful money of the United States of America and in immediately available funds, and (b) interest on the unpaid principal amount of the Additional Loan, in like money and funds, for the period commencing on the date of the Additional Loan until the Additional Loan shall be paid in full, at the rates per annum and

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Amendment No. 8 to Amended and Restated Loan Agreement
Loan Agreement • January 29th, 2004 • NWH Inc • Services-prepackaged software

Amendment No. 8, dated as of September 30, 2003, to Amended and Restated Loan Agreement, dated as of April 20, 1999 (as amended, supplemented or modified from time to time, the "Loan Agreement"), by and between NWH, Inc., a Delaware corporation ("Lender" or "National"), and Electronic Network Systems, Inc. (f/k/a Electronic Data Submission Systems, Inc.), a Delaware corporation ("Borrower").

EXHIBIT 10.39
Consulting Agreement • June 16th, 1997 • National Wireless Holdings Inc • Cable & other pay television services • Delaware
AMENDMENT NO. 5 TO AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • March 19th, 2001 • National Wireless Holdings Inc • Services-prepackaged software
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