SUN CAPITAL SECURITIES GROUP, LLCMerger Agreement • September 28th, 2006 • SCSF Equities, LLC • Radiotelephone communications
Reference is made to the Merger Agreement dated September 22, 2006, among Talk America Holdings, Inc. (the “Company”), Cavalier Telephone Corporation (“Cavalier”) and Cavalier Acquisition Corp. (“CAC”), whereby, upon the terms and subject to all of the conditions precedent expressed therein, CAC would be merged with and into the Company (the “Merger”), and all holders of the Company’s Common Stock, $.01 par value (the “Common Stock”) would receive $8.10 per share in cash (the “Merger Agreement”). All capitalized terms used and not expressly defined herein are used herein with the meanings assigned in the Merger Agreement.
SCHEDULE 13D JOINT FILING AGREEMENTJoint Filing Agreement • September 28th, 2006 • SCSF Equities, LLC • Radiotelephone communications
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
