AGREEMENT AND PLAN OF MERGER BY AND AMONG HYPERSPACE COMMUNICATIONS, INC., SPUD ACQUISITION CORP., GTG PC HOLDINGS, LLC AND GTG-MICRON HOLDING COMPANY, LLCAgreement and Plan of Merger • March 25th, 2005 • HyperSpace Communications, Inc. • Services-prepackaged software • New York
THIS AGREEMENT AND PLAN OF MERGER, dated as of March 20, 2005 (this "Agreement"), is entered into by and among HyperSpace Communications, Inc., a Colorado corporation (the "Parent"), Spud Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Parent (the "Merger Sub"), GTG PC Holdings, LLC, a Delaware limited liability company (the "Company") and GTG-Micron Holding Company, LLC, a Delaware limited liability company (the "LLC Member"). Certain capitalized terms used herein shall have the meanings given to them in the Table of Definitions attached to this Agreement as Annex I, which is incorporated hereby.
RESELLER AGREEMENT Effective Date: March 20, 2005.Reseller Agreement • March 25th, 2005 • HyperSpace Communications, Inc. • Services-prepackaged software • Colorado
This Reseller Agreement (this "Agreement") is entered into between HyperSpace Communications, Inc. ("HCI") and the authorized reseller identified below ("Business Partner"), effective as of the date set forth above (the "Effective Date").
IRREVOCABLE PROXY AND VOTING AGREEMENTProxy and Voting Agreement • March 25th, 2005 • HyperSpace Communications, Inc. • Services-prepackaged software • Colorado
THIS IRREVOCABLE PROXY AND VOTING AGREEMENT ("Voting Agreement") is entered into as of March 20, 2005, by and among: GTG PC Holdings, LLC, a Delaware limited liability company (the "Company"); GTG-Micron Holding Company, LLC, a Delaware limited liability company and the sole member of the Company ("Holdings"); and each of John P. Yeros, Mark J. Endry, Mark A. Pougnet, David E. Girard, James M. Gumina, Kent Swanson and BlueStreak 4, LLC (each, a "Stockholder" and, collectively, the "Stockholders").
