AGREEMENT AND PLAN OF MERGER by and among WIDEOPENWEST FINANCE, LLC KINGSTON MERGER SUB, INC. and KNOLOGY, INC. Dated as of April 18, 2012Merger Agreement • April 18th, 2012 • Knology Inc • Radiotelephone communications • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 18, 2012 by and among WideOpenWest Finance, LLC, a Delaware limited liability company (“Parent”), Kingston Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Knology, Inc., a Delaware corporation (the “Company”). Capitalized terms that are used in this Agreement and not otherwise defined shall have the respective meanings ascribed thereto in Article IX.
AMENDMENT NO. 1 TO STOCKHOLDER PROTECTION RIGHTS AGREEMENTStockholder Protection Rights Agreement • April 18th, 2012 • Knology Inc • Radiotelephone communications • Delaware
This AMENDMENT NO. 1 (this “Amendment”) to the Stockholder Protection Rights Agreement, dated July 27, 2005 (the “Rights Agreement”), by and between Knology, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (successor to Wachovia Bank, National Association), as rights agent (the “Rights Agent”), is entered into this April 18, 2012. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to them in the Rights Agreement.
