July 12, 2013Letter Agreement • July 12th, 2013 • At&t Inc. • Telephone communications (no radiotelephone) • Delaware
Each of the stockholders listed on Schedule I to this letter agreement (individually, a “Stockholder” and, together, the “Stockholders”) understands that Leap Wireless International, Inc., a Delaware corporation (the “Company”), AT&T Inc., a Delaware corporation (“Parent”), Laser, Inc., a Delaware corporation, and Mariner Acquisition Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), propose to enter into an Agreement and Plan of Merger, dated as of July 12, 2013 (as it may be from time to time amended, the “Merger Agreement”), providing for, among other things, a merger of Merger Sub with and into the Company (the “Merger”), in which each of the issued and outstanding shares of common stock, par value $0.0001 per share, of the Company (the “Company Common Stock”) (other than Excluded Shares) will be cancelled and converted into the right to receive the Per Share Merger Consideration. Terms used without definition in this letter agreement shall hav
AGREEMENT AND PLAN OF MERGER among LEAP WIRELESS INTERNATIONAL, INC., AT&T INC., LASER, INC. and MARINER ACQUISITION SUB INC. Dated as of July 12, 2013Agreement and Plan of Merger • July 12th, 2013 • At&t Inc. • Telephone communications (no radiotelephone) • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of July 12, 2013, is by and among Leap Wireless International, Inc., a Delaware corporation (the “Company”), AT&T Inc., a Delaware corporation (“Parent”), Laser, Inc., a Delaware Corporation (the “Stockholders’ Representative”), and Mariner Acquisition Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub,” with the Company and Merger Sub sometimes being hereinafter collectively referred to, together, as the “Constituent Corporations”).
FORM OF CONTINGENT VALUE RIGHTS AGREEMENTRights Agreement • July 12th, 2013 • At&t Inc. • Telephone communications (no radiotelephone) • Delaware
This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [__] (this “Agreement”), is entered into by and among AT&T Inc., a Delaware corporation (“Parent”), Leap Wireless International, Inc., a Delaware Corporation (the “Company”), Laser, Inc., a Delaware corporation, solely in its capacity as representative of the former holders of Shares (in such capacity, the “Stockholders’ Representative”), and [__], as rights agent (the “Rights Agent”) and as initial CVR Registrar (as defined herein).
