WITH THIS
AGREEMENT), EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT SUCH PARTY: (A) HAS
READ THIS AGREEMENT CAREFULLY, (B) IS SIGNING THIS AGREEMENT KNOWINGLY AND
VOLUNTARILY, (C) HAS BEEN, OR HAS HAD THE OPPORTUNITY TO BE, REPRESENTED BY
INDEPENDENT LEGAL COUNSEL OF SUCH PARTY'S OWN CHOOSING REGARDING THE NEGOTIATION
OF THIS AGREEMENT AND SUCH PARTY'S RIGHTS AND OBLIGATIONS HEREUNDER, AND (D)
FULLY UNDERSTANDS (X) THE TERMS AND CONDITIONS CONTAINED HEREIN; (Y) THAT VNC IS
A CLIENT OF THE FIRM (DEFINED ABOVE); AND (Z) THAT THE FIRM IS REPRESENTING
SOLELY VNC IN CONNECTION WITH THIS AGREEMENT AND ALL RELATED MATTERS AND NOT ANY
OFFICERS, DIRECTORS, SHAREHOLDERS OF VNC OR ANY OTHER PERSONS.
[Remainder of Page Intentionally Left Blank]
67
IN WITNESS WHEREOF, the Parties have caused this Agreement and Plan of Merger
and Reorganization to be executed by their respective officers duly authorized
thereunto, as of the Agreement Date.
COMSovereign Holding Corp.
By: /s/ Daniel L. Hodges
Name: Daniel L. Hodges
Title: Chief Executive
Officer
VNC Merger Sub 7, Inc.
By: /s/ Kevin M. Sherlock
Name: Kevin M. Sherlock
Title: Chief
Executive Officer
VNC Acquisition, LLC
By: /s/ Kevin M. Sherlock
Name: Kevin M. Sherlock
Title:
Manager
Virtual Network Communications Inc.
By: /s/ Mohan Tammisetti
Name: Mohan Tammisetti
Title: Chief
Executive Officer
/s/ Mohan Tammisetti
Mohan Tammisetti, as Stockholders' Representative
68
Schedule I - Index to Certain Defined Terms
Term
Section
Agreement
Preamble Blue Sky Laws
2.5(b) Articles of
Merger
1.2 Code
Preamble Closing
1.2 COBRA
2.11(g) Code
Recitals CHC
Preamble CHC Approvals
3.1(a) CHC Board
Preamble CHC Board Recommendation
3.24 CHC Common Stock
1.6(a) CHC Disclosure Letter
ARTICLE III CHC Financial
Statement
3.7(b) CHC Group
3.1(a) CHC Insurance Policies
3.23 CHC Leases
3.14(a) CHC Option Plan
3.8(b) CHC Outstanding Shares
1.6(a) CHC Permits
3.8(b) CHC Plans
3.11(a)(i)(B) CHC SEC Documents
3.7(a) CHC Transaction
Documents
3.4 VSCA
Recitals Effective Time
1.2 ERISA Affiliate
2.11(a)(i)(B) ERISA
2.11(a)(i) Exchange Act
2.5(b) GAAP
2.6(b)
Governmental Entity
2.5(b) Indemnified Liabilities
8.1(a) Indemnified
Parties
8.1(a) Law
2.3(d) Merger Consideration
1.6(a) Merger Subs
Preamble Merger
1.1 Merger Shares
1.6(a) Order
2.3(d) Paying Agent
1.8(a) Party and Parties
Preamble Regulatory Agreement
2.20 Sarbanes-Oxley
Act
2.6(d) Securities Act
2.5(b) Surviving Company
1.1 Tax Returns
2.15(b)(i) Tax
2.15(a) Tendered Shares
1.8(c)(i) Transaction Legal Action
8.3 VNC
Preamble VNC Approvals
2.1(a) VNC Board Recommendation
2.25 VNC
Board
Recitals VNC Common Stock
1.6(a) VNC Disclosure Letter
ARTICLE II
VNC Financial Statements
2.6(b) VNC Insurance Policies
2.24 VNC Leased Real
Estate
2.14(a) VNC Leases
2.14(a) VNC Major Customers
2.19 VNC Permits
2.7(b) VNC Plans
2.11(a)(i)(B) VNC Products
2.17(a) VNC Stockholders'
Approval
2.26