AGREEMENT AND PLAN OF MERGER by and among GTT COMMUNICATIONS, INC. GLOBAL TELECOM & TECHNOLOGY AMERICAS, INC., DUO MERGER SUB, INC., ONE SOURCE NETWORKS INC., ERNEST CUNNINGHAM, as the Shareholder Representative, AND THE KEY SHAREHOLDERS Dated as of...Merger Agreement • September 18th, 2015 • GTT Communications, Inc. • Telephone communications (no radiotelephone) • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated September 15, 2015, is entered into by and among GTT Communications, Inc., a Delaware corporation (“Parent”), Global Telecom & Technology Americas, Inc., a Virginia corporation (“Purchaser”), Duo Merger Sub, Inc., a Delaware corporation (“Merger Sub”), One Source Networks Inc., a Texas corporation (the “Company”), Ernest Cunningham, as the representative of Equityholders (the “Shareholder Representative”), and, solely for the purposes of Sections 4.5, 5.3, 5.4, 8.9 and Article X, the Key Shareholders. Parent, Purchaser, Merger Sub, the Company and the Shareholder Representative are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used and not otherwise defined herein have the meanings set forth in Annex A.
