December 17, 2009 Vedat Eyuboglu 150 Jennie Dugan Road Concord, MA 01742 Dear Mr. Eyuboglu:Merger Agreement • January 15th, 2010 • Airvana Inc • Telephone & telegraph apparatus • Delaware
As you know, pursuant to the proposed Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”), by and among Airvana, Inc. (the “Company”), 72 Mobile Holdings, LLC, a Delaware limited liability company (the “Buyer”) and 72 Mobile Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”), the Transitory Subsidiary has agreed, subject to the terms and conditions of the Merger Agreement, to merge with and into the Company. Capitalized terms used in this letter agreement but not defined herein shall have the meanings ascribed to them in the Merger Agreement. In consideration of the mutual covenants and conditions as hereinafter set forth, you do hereby agree as follows:
c/o Sanjeev Verma 39 Brooks Road Lincoln, MA 01773 December 17, 2009Equity Transfer Agreement • January 15th, 2010 • Airvana Inc • Telephone & telegraph apparatus • Delaware
This letter agreement sets forth the irrevocable commitment of the undersigned (the “Equity Providers”), subject to the terms and conditions contained herein, to transfer, contribute and deliver shares of Company Common Stock to the Buyer in exchange for the equity of 72 Mobile Holdings, LLC, a newly formed limited liability company organized under the laws of the State of Delaware (the “Buyer”). It is contemplated that, pursuant to the Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) entered into concurrently herewith by and among Airvana, Inc. (the “Company”), the Buyer and the Transitory Subsidiary, the Company will become a wholly owned subsidiary of the Buyer (the “Merger”). Each capitalized term used but not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided.
Airvana, Inc. 19 Alpha Road Chelmsford, MA 01824 December 17, 2009Confidentiality Agreement • January 15th, 2010 • Airvana Inc • Telephone & telegraph apparatus • Delaware
This letter agreement by and between the parties hereto fully amends and restates the letter agreement dated March 27, 2009 and any related waivers, consents, amendments and letter agreements provided in connection therewith. In connection with the consideration by S.A.C. Private Capital Group, LLC (“you”) of a possible negotiated transaction with Airvana, Inc. (“Airvana” and, collectively with its subsidiaries and affiliates and divisions, the “Company”), you have requested, and the Company is prepared to make available to you, certain information concerning its business, operations, assets and liabilities. As a condition to such information being furnished to you and to your affiliates, and your and their respective directors, officers, employees, agents, advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) and actual and potential sources of financing (collectively, those of the foregoing to whom Evaluation Material is furnish
c/o Randall S. Battat 33 Burr Drive Needham, MA 02492 December 17, 2009Equity Transfer Agreement • January 15th, 2010 • Airvana Inc • Telephone & telegraph apparatus • Delaware
This letter agreement sets forth the irrevocable commitment of the undersigned (the “Equity Provider”), subject to the terms and conditions contained herein, to transfer, contribute and deliver shares of Company Common Stock to the Buyer in exchange for the equity of 72 Mobile Holdings, LLC, a newly formed limited liability company organized under the laws of the State of Delaware (the “Buyer”). It is contemplated that, pursuant to the Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) entered into concurrently herewith by and among Airvana, Inc. (the “Company”), the Buyer and the Transitory Subsidiary, the Company will become a wholly owned subsidiary of the Buyer (the “Merger”). Each capitalized term used but not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided.
c/o Vedat Eyuboglu 150 Jennie Dugan Road Concord, MA 01742 December 17, 2009Equity Contribution Agreement • January 15th, 2010 • Airvana Inc • Telephone & telegraph apparatus • Delaware
This letter agreement sets forth the irrevocable commitment of the undersigned (the “Equity Providers”), subject to the terms and conditions contained herein, to transfer, contribute and deliver shares of Company Common Stock to the Buyer in exchange for the equity of 72 Mobile Holdings, LLC, a newly formed limited liability company organized under the laws of the State of Delaware (the “Buyer”). It is contemplated that, pursuant to the Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) entered into concurrently herewith by and among Airvana, Inc. (the “Company”), the Buyer and the Transitory Subsidiary, the Company will become a wholly owned subsidiary of the Buyer (the “Merger”). Each capitalized term used but not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided.
HOLDINGS INTERIM INVESTORS AGREEMENTInterim Investors Agreement • January 15th, 2010 • Airvana Inc • Telephone & telegraph apparatus • Delaware
This Interim Investors Agreement (the “Agreement”) is made as of December 17, 2009 by and among 72 Mobile Holdings, LLC, a Delaware limited liability company (“Buyer”), 72 Mobile Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Buyer (“Merger Sub”), and the other parties appearing on the signature pages hereto.
LIMITED GUARANTEELimited Guarantee • January 15th, 2010 • Airvana Inc • Telephone & telegraph apparatus • Delaware
LIMITED GUARANTEE, dated as of December 17, 2009 (this “Limited Guarantee”), by S.A.C. Capital Management, LLC (the “Guarantor”) in favor of Airvana, Inc. (the “Guaranteed Party”).
TERMINATION AGREEMENTTermination Agreement • January 15th, 2010 • Airvana Inc • Telephone & telegraph apparatus • Delaware
This TERMINATION AGREEMENT (this “Termination Agreement”) is entered into as of January 7, 2010, by and among Airvana, Inc., a Delaware corporation (the “Company”), and the undersigned parties (each, a “Releasor”).
