0000950144-08-002951 Sample Contracts

AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 18, 2008, BY AND AMONG DIRECTV ENTERPRISES, LLC DTV HSP MERGER SUB, INC. AND 180 CONNECT INC.

Merger Agreement • April 21st, 2008 • 180 Connect Inc. • Electrical work • Delaware

• Contract Type
  Merger Agreement
• Filed
  April 21st, 2008
• Company
  180 Connect Inc.
• Industry
  Electrical work
• Jurisdiction
  Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of April 18, 2008, by and among DirecTV Enterprises, LLC, a Delaware limited liability company (the “Purchaser”), DTV HSP Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Purchaser (“Merger Sub”) and 180 Connect Inc., a Delaware corporation (the “Company” and, together with the Purchaser and Merger Sub, the “Parties”).

VOTING AGREEMENT

Voting Agreement • April 21st, 2008 • 180 Connect Inc. • Electrical work • Delaware

• Contract Type
  Voting Agreement
• Filed
  April 21st, 2008
• Company
  180 Connect Inc.
• Industry
  Electrical work
• Jurisdiction
  Delaware

THIS VOTING AGREEMENT (this “AGREEMENT”), dated as of April , 2008, by and between DirecTV Enterprises, LLC, a Delaware limited liability company (the “Purchaser”) and (the “Stockholder”).

COOPERATION AGREEMENT

Cooperation Agreement • April 21st, 2008 • 180 Connect Inc. • Electrical work • Delaware

• Contract Type
  Cooperation Agreement
• Filed
  April 21st, 2008
• Company
  180 Connect Inc.
• Industry
  Electrical work
• Jurisdiction
  Delaware

This Cooperation Agreement (this “Agreement”), dated as of April 18, 2008, is made by and among DTV HSP Merger Sub, Inc., a Delaware corporation (“Merger Sub”), 180 Connect Inc., a Delaware corporation (the “Company”), and UniTek USA, LLC, a Delaware limited liability company (“UniTek”).