VOTING AGREEMENTVoting Agreement • May 3rd, 2024 • Uniti Group Inc. • Real estate investment trusts • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of May 3, 2024 between Uniti Group Inc., a Maryland corporation (“Uniti”), Elliott Investment Management L.P., a Delaware limited partnership (“Elliott Management”), Elliott Associates, L.P., a Delaware limited partnership (“EALP”), Elliott International, L.P., a Cayman Islands limited partnership (together with EALP and Elliott Management, “Elliott”) and DEVONIAN II ICAV, an Irish collective asset-management vehicle constituted as an umbrella fund with variable capital and segregated liability between sub-funds, authorized by the Central Bank of Ireland pursuant to the Irish Collective Asset-management Vehicles Act 2015 (as amended), acting solely for and on behalf of its sub-fund Devonian II-Sub-Fund I (together with EALP, the “Stockholders” and each a “Stockholder”).
AGREEMENT AND PLAN OF MERGER dated as ofAgreement and Plan of Merger • May 3rd, 2024 • Uniti Group Inc. • Real estate investment trusts
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of May 3, 2024, by and between Uniti Group Inc., a Maryland corporation (“Uniti”), and Windstream Holdings II, LLC, a Delaware limited liability company (“Windstream”).
UNITHOLDER AGREEMENTUnitholder Agreement • May 3rd, 2024 • Uniti Group Inc. • Real estate investment trusts • Delaware
This UNITHOLDER AGREEMENT (this “Agreement”) dated as of May 3, 2024 is entered into by and among Uniti Group Inc., a corporation organized under the laws of Maryland (“Uniti”) and certain funds and accounts managed, advised or sub-advised by a certain institutional investment adviser (the “Minority Investment Adviser”) listed on Annex II that hold equity interests in Windstream Holdings II, LLC (“Windstream”) (such funds and accounts, the “Minority Supporting Unitholders” and, together with the Minority Investment Adviser, each a “Covered Person”). Any capitalized term that is used, but not defined, herein shall have the meaning ascribed to such term in the Merger Agreement (as defined below).
STOCKHOLDER AGREEMENT by and BetweenStockholder Agreement • May 3rd, 2024 • Uniti Group Inc. • Real estate investment trusts • Delaware
STOCKHOLDER AGREEMENT by and amongStockholder Agreement • May 3rd, 2024 • Uniti Group Inc. • Real estate investment trusts • Delaware
This STOCKHOLDER AGREEMENT, dated as of [●] (as amended or restated from time to time, this “Agreement”), is made by and among [New Uniti], a Delaware corporation (the “Company”), Elliott Investment Management L.P., a Delaware limited partnership (“EIM”), Elliott Associates, L.P., a Delaware limited partnership (“Associates”), Elliott International, L.P., a Cayman Islands limited partnership (together with EIM and Associates, “Elliott”), Nexus Aggregator L.P. (“Nexus”), a Delaware limited partnership and DEVONIAN II ICAV, an Irish collective asset-management vehicle constituted as an umbrella fund with variable capital and segregated liability between sub-funds, authorized by the Central Bank of Ireland pursuant to the Irish Collective Asset-management Vehicles Act 2015 (as amended), acting solely for and on behalf of its sub-fund Devonian II-Sub-Fund I (“Devonian”) (each of Associates, Nexus and Devonian, an “Investor” and together, the “Investors”).1
UNITHOLDER AGREEMENTUnitholder Agreement • May 3rd, 2024 • Uniti Group Inc. • Real estate investment trusts • Delaware
This UNITHOLDER AGREEMENT (this “Agreement”) dated as of May 3, 2024 is entered into by and between Uniti Group Inc., a corporation organized under the laws of Maryland (“Uniti”), Elliott Investment Management L.P., a Delaware limited partnership (“Elliott Management”), Elliott Associates, L.P. (“EALP”), Elliott International, L.P. (together with EALP and Elliott Management, “Elliott”), Nexus Aggregator L.P., a Delaware limited partnership (“Nexus” and, together with Elliott, each a “Covered Person”) and holder of membership interests of Windstream Holdings II, LLC, a Delaware limited liability company (“Windstream”) and, solely for the purposes of Section 2(b), Windstream. Any capitalized term that is used, but not defined, herein shall have the meaning ascribed to such term in the Merger Agreement (as defined below).
