UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

 

Check the appropriate box:

MULTIBAND CORPORATION

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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5605 Green Circle Drive
Minnetonka, MN 55343

July 26, 2013

Dear Shareholder:

You are cordially invited to attend a special meeting of shareholders of Multiband Corporation (the “Company” or “Multiband”) to be held on Thursday, August 29, 2013, at 3:00 p.m., local time, at the Company’s headquarters, 5605 Green Circle Drive, Minnetonka, MN 55343.

At the meeting, you will be asked to:

If our shareholders adopt the Merger Agreement and the merger is completed, for each share of our common stock that you own immediately prior to completion of the merger (unless you have properly exercised your dissenters’ rights with respect to such shares) you will be entitled to receive $3.25 in cash. Upon completion of the merger, the Company will be a wholly-owned subsidiary of Goodman.

Our Board of Directors, acting upon the unanimous recommendation of the Special Committee of the Board of Directors, which committee was formed to consider the initial unsolicited proposal from Goodman, and to, among other things, make recommendations to our Board of Directors regarding Goodman’s proposals, has unanimously approved the Merger Agreement, the merger and the other transactions contemplated by the Merger Agreement and has determined that the Merger Agreement, the merger and the other transactions contemplated by the Merger Agreement are advisable and fair to and in the best interests of the Company and its shareholders.

Our Board of Directors unanimously recommends that you vote “FOR” the approval of the merger and the adoption of the Merger Agreement, “FOR” approval of the nonbinding advisory proposal regarding “golden parachute” compensation and “FOR” approval of the adjournment or postponement of the special meeting to solicit additional proxies to approve the merger and adopt the Merger Agreement.

Approval of the proposal to approve the merger and adopt the Merger Agreement requires the affirmative vote of a majority of the outstanding shares of our common stock entitled to vote thereon.

Your vote is very important, regardless of the number of shares you own. Whether or not you plan to attend the special meeting, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the enclosed prepaid envelope, or submit your proxy through the Internet by following

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the instructions described in the enclosed proxy statement. If you have Internet access, we encourage you to record your vote through the Internet. The failure to vote your shares of our common stock will have the same effect as a vote against the proposal to approve the merger and adopt the Merger Agreement and, assuming there is a quorum, will have no effect on the proposal regarding “golden parachute” compensation and, even if there is not a quorum, will have no effect on the proposal to adjourn or postpone the special meeting.

The enclosed proxy statement provides you with information about the special meeting, the Merger Agreement, the merger, the “golden parachute” compensation and other related matters to be considered by the shareholders of the Company. A copy of the Merger Agreement is attached as Annex A to the proxy statement. We encourage you to read the proxy statement and the Merger Agreement and the other annexes carefully and in their entirety prior to voting your shares. You also may obtain additional information about the Company from documents we have filed with the Securities and Exchange Commission by following the instructions listed in the section of the accompanying proxy statement entitled “WHERE YOU CAN FIND MORE INFORMATION.”

On behalf of our Board of Directors, I thank you for your support and urge you to vote in favor of approval of the merger and the adoption of the Merger Agreement.

Sincerely,
  
/s/ James L. Mandel

James L. Mandel
President and Chief Executive Officer

The accompanying proxy statement is dated July 26, 2013 and is first being mailed, with the form of proxy, to our shareholders on or about July 30, 2013.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE PROPOSED MERGER, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

YOUR VOTE IS IMPORTANT. PLEASE VOTE ELECTRONICALLY VIA THE INTERNET OR BY COMPLETING, SIGNING, DATING AND PROMPTLY RETURNING THE ENCLOSED PROXY CARD, WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING. PLEASE DO NOT SEND IN ANY CERTIFICATES FOR YOUR SHARES AT THIS TIME. IF THE MERGER IS APPROVED, YOU WILL RECEIVE A LETTER OF TRANSMITTAL AND RELATED INSTRUCTIONS TO SURRENDER YOUR SHARE CERTIFICATES.

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
  
To Be Held on August 29, 2013

TO THE SHAREHOLDERS OF MULTIBAND CORPORATION:

Notice is hereby given that a special meeting of the shareholders of Multiband Corporation, a Minnesota corporation (the “Company” or “Multiband”), will be held on Thursday, August 29, 2013, at 3:00 p.m., local time, at the Company’s headquarters, 5605 Green Circle Drive, Minnetonka, MN 55343, for the following purposes:

The Merger Agreement, attached as Annex A hereto, and the merger are more fully described in the accompanying proxy statement, which, along with all of the annexes thereto, you should read carefully in their entirety before voting.

Our Board of Directors has fixed the close of business on July 25, 2013 as the record date for the determination of shareholders entitled to notice of, and to vote at, this special meeting and any adjournment thereof. Only holders of the Company’s common stock at the close of business on the record date are entitled to vote at the special meeting.

Our Board of Directors, acting upon the unanimous recommendation of the Special Committee of the Board of Directors, which committee was formed to consider the initial unsolicited proposal from Goodman, and to, among other things, make recommendations to our Board of Directors regarding Goodman’s proposals, has unanimously approved the Merger Agreement, the merger and the other transactions contemplated by the Merger Agreement and has determined that the Merger Agreement, the merger and the other transactions contemplated by the Merger Agreement are advisable and fair to and in the best interests of the Company and its shareholders.

If you do not vote in favor of approving and adopting the Merger Agreement and the merger, and you otherwise comply with the applicable statutory procedures of Sections 302A.471 and 302A.473 of the Minnesota Business Corporation Act (“MBCA”), you will be entitled to dissenters’ rights in connection with the merger, and you will be entitled to receive, in lieu of the $3.25 per share of common stock merger consideration, payment in cash of the “fair value” of your shares of Multiband common stock, which may be

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higher or lower than $3.25 per share. A copy of these provisions of the MBCA is included as Annex C to this proxy statement. We also refer you to the information included under the heading “Dissenters’ Rights” in this proxy statement.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE MERGER AND THE ADOPTION OF THE MERGER AGREEMENT, “FOR” APPROVAL OF THE NONBINDING ADVISORY PROPOSAL REGARDING “GOLDEN PARACHUTE” COMPENSATION AND “FOR” APPROVAL OF THE ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE.

Your vote is very important, regardless of the number of shares you own. The approval of the merger and adoption of the Merger Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock. If you abstain or do not vote on the approval of the merger and adoption of the Merger Agreement, it will have the same effect as a vote by you against such matters. Approval of the non-binding advisory proposal regarding “golden parachute” compensation and the proposal to adjourn the special meeting to solicit additional proxies to approve of the merger and adopt the Merger Agreement require the approval of a majority of the votes represented by the shares of the Company’s common stock present in person or by proxy and entitled to vote thereon. An abstention from voting on the non-binding compensation proposal or the proposal to adjourn the special meeting will also have the effect of a vote against such proposal. Please note, however, that approval of the non-binding, advisory matter of “golden parachute” compensation is not required in order for the merger and Merger Agreement to be approved and consummated.

Whether or not you plan to attend the special meeting, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the enclosed prepaid envelope, or submit your proxy through the Internet. If you have Internet access, we encourage you to submit your proxy through the Internet. Properly executed proxy cards with no instructions indicated on the proxy card will be voted FOR the approval of the merger and adoption of the Merger Agreement, FOR approval of the non-binding advisory proposal regarding “golden parachute” compensation and FOR approval of the adjournment or postponement of the special meeting, if necessary or appropriate to solicit additional proxies to approve the Merger Agreement.

If your shares are held in “street name,” which means through a brokerage firm, bank or other nominee, you should instruct your broker, bank or other nominee how to vote your shares using the voting instruction form furnished by your broker, bank or other nominee. If you do not instruct your broker, bank or other nominee how to vote, your shares will not be voted on any proposal on which your broker, bank or other nominee does not have discretionary authority to vote. This is called a “broker non-vote.” If you do not instruct your broker, bank or other nominee how to vote, it will have the same effect as a vote against the approval of the merger and adoption of the Merger Agreement, but, assuming a quorum is present, it will not have an effect on the non-binding advisory proposal regarding “golden parachute” compensation or, even if a quorum is not present, the proposal to adjourn the special meeting.

If you attend the special meeting, you may revoke your proxy and vote in person, even if you have previously returned your proxy card or submitted your proxy through the Internet. Your attendance at the special meeting alone will not revoke your proxy.

If you hold your shares in “street name,” you must obtain a legal proxy from your broker, bank or other nominee in order to vote in person at the special meeting. Please contact your broker, bank or other nominee for instructions on how to obtain such a legal proxy. If your shares are held by a broker, bank or other nominee, and you plan to attend the special meeting, please also bring to the special meeting this legal proxy and your statement evidencing your beneficial ownership of our common stock. Please carefully review the instructions in the enclosed proxy statement and the enclosed proxy card or the information forwarded by your broker, bank or other nominee regarding each of these options.

The enclosed proxy statement provides you with information about the special meeting, the Merger Agreement, the merger, the “golden parachute” compensation and other related matters to be considered by the shareholders of the Company. A copy of the Merger Agreement is attached as Annex A to the proxy

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statement. We encourage you to read the proxy statement and the Merger Agreement and the other annexes carefully and in their entirety prior to voting your shares. You also may obtain additional information about the Company from documents we have filed with the Securities and Exchange Commission by following the instructions listed in the section of the accompanying proxy statement entitled “WHERE YOU CAN FIND MORE INFORMATION.”

You should not send any certificates representing shares of our common stock with your proxy card. Upon completion of the merger, we will send instructions to you regarding the procedure for exchanging your stock certificates for the cash merger consideration.

If you have any questions about the merger or need assistance voting your shares, please call The Proxy Advisory Group, LLC, which is assisting the Company in this solicitation, at 212-616-2180.

By Order of the Board of Directors,

/s/ James L. Mandel

James L. Mandel
President and Chief Executive Officer

Minnetonka, Minnesota
July 26, 2013

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PROXY STATEMENT

You are receiving this proxy statement and proxy card or voting instruction form because you own shares of our common stock. This proxy statement describes matters on which we urge you to vote and is intended to assist you in deciding how to vote your shares of common stock with respect to such matters. Our Class A, Class C and Class F convertible preferred stock have no voting rights with respect to the matters outlined in this proxy statement. However, each holder of our Class A, Class C and Class F convertible preferred stock will receive a copy of this proxy statement (without a proxy card), as it contains information which may be important to such holder of our Class A, Class C and Class F convertible preferred stock. We will bear the expenses of mailing the proxy statement to the holders of our common stock and our Class A, Class C and Class F convertible preferred stock. The proxy statement is dated July 26, 2013, and is first being mailed to shareholders of the Company on or about July 30, 2013.

Throughout this proxy statement, all references to the “Company,” “Multiband,” “we,” “us,” and “our” refer to Multiband Corporation, including its subsidiaries, unless otherwise indicated or the context otherwise requires. You are being asked to consider and approve the merger and the adoption of the “Merger Agreement” which sets forth the terms pursuant to which the merger will be effectuated. In addition to the Company, Goodman Networks Incorporated and Manatee Merger Sub Corporation, which we may refer to as “Parent” or “Goodman” and “Merger Sub,” respectively, in this proxy statement, are parties to the Merger Agreement. Craig-Hallum Capital Group, LLC, who served as financial advisor to Multiband and our Special Committee, may be referred to in this proxy statement as “Craig-Hallum.”

Important Notice Regarding the Availability of Proxy Materials
for the Shareholder Meeting To Be Held on August 29, 2013:

The following are available for view on the Internet at
https://www.multibandusa.com/home/investorRelations.asp:

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SUMMARY TERM SHEET			1
Parties to the Merger			1
The Merger			1
Treatment of Multiband Corporation Securities			2
Special Meeting of Multiband Corporation Shareholders			3
Record Date; Shares Entitled to Vote; Outstanding Shares			3
Votes Required			3
Recommendation of the Board of Directors; Reasons for the Merger			3
Opinion of the Financial Advisor to Multiband’s Special Committee			4
Conditions to Consummation of the Merger			4
Acquisition Proposals by Third Parties			5
Termination of the Merger Agreement			5
Termination Fee; Expenses			6
Effect of Termination; Remedies			6
Regulatory Requirements			6
Dissenters’ Rights			7
Material U.S. Federal Income Tax Consequences of the Merger			7
Interests of Multiband Directors and Executive Officers in the Merger			7
Common Stock Ownership of Our Directors and Executive Officers			8
Delisting and Deregistration of Multiband Common Stock After the Merger			8
QUESTIONS & ANSWERS ABOUT THE MERGER AND RELATED MATTERS			9
CAUTION REGARDING FORWARD-LOOKING STATEMENTS			17
SPECIAL MEETING OF MULTIBAND CORPORATION SHAREHOLDERS			18
Date, Time and Place of Meeting			18
Record Date; Shares Entitled to Vote; Outstanding Shares			18
Purpose of the Special Meeting of Shareholders			18
Quorum; Abstentions; Broker Non-Votes			18
Votes Required			19
Expenses of Solicitation			19
Voting; Proxies and Revocation			19
Your Attendance at the Special Meeting Does Not Alone Automatically Revoke Your Proxy			20
Recommendation of the Board of Directors			20
Dissenters’ Rights			20
PROPOSAL NO. 1 — THE MERGER			22
Parties to the Merger			22
Background of the Merger			22
Recommendation of the Board of Directors; Reasons for the Merger			30
Multiband Financial Projections			34
Opinion of the Financial Advisor to Multiband’s Special Committee			34
Effects of the Merger			43
Interests of Multiband Directors and Executive Officers in the Merger			44
Employment Agreements with Named Executive Officers			47
Golden Parachute Compensation			48
Post-Closing Management Arrangements			48
Indemnification			48
Golden Parachute Compensation for Multiband Corporation Named Executive Officers			48

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Material U.S. Federal Income Tax Consequences of the Merger			50
Regulatory Requirements			52
Fees and Expenses			52
Delisting and Deregistration of Multiband Common Stock After the Merger			52
THE MERGER AGREEMENT			53
Explanatory Note Regarding the Merger Agreement			53
The Merger			53
Closing; Effect of the Merger			53
Treatment of Multiband Corporation Securities			54
Shares Held by Dissenters			56
Representations and Warranties			56
Financing			58
Conduct of Business Pending the Merger			59
Additional Agreements			61
Employee Matters			62
Acquisition Proposals by Third Parties			62
Conditions to Consummation of the Merger			65
Termination of the Merger Agreement			66
Amendment of the Merger Agreement			69
MARKET PRICE OF COMPANY COMMON STOCK			70
DISSENTERS’ RIGHTS			70
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			73
PROPOSAL NO. 2 — ADVISORY VOTE ON GOLDEN PARACHUTE COMPENSATION			75
PROPOSAL NO. 3 — ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING			75
DEADLINE FOR SHAREHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING			76
WHERE YOU CAN FIND MORE INFORMATION			76

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SUMMARY TERM SHEET

This summary term sheet highlights selected information from this proxy statement. We encourage you to read carefully the remainder of this proxy statement, including the attached annexes and the other documents to which we have referred you before voting. See also “Where You Can Find More Information” on page 76 of this proxy statement. We have included references to other portions of this proxy statement to direct you to a more complete description of the topics presented in this summary.

Parties to the Merger (page 22)

Multiband Corporation

Multiband Corporation is a Minnesota corporation formed in September 1975. The Company has three operating segments: (1) Field Services Segment (FS), where the Company provides installation services for a leading satellite TV provider, internet providers and commercial customers; (2) Multi-Dwelling Unit Segment (MDU), where the Company bills voice, internet and video services to subscribers as owner/operator and also acts as a master system operator for DIRECTV; and (3) Engineering, Energy and Construction Segment (EE&C) where the Company provides engineering and construction services for the wired and wireless telecommunications industry, including public safety networks. This segment also provides renewable energy services including wind and solar applications and other design and construction services, usually done on a project basis. As of June 1, 2013, the Company employed 3,330 people and operates in 19 states with 37 field offices. The Company’s principal executive offices are located at 5605 Green Circle Drive, Minnetonka, MN 55343. The Company’s telephone number is (763) 504-3000. For additional information, please visit www.multibandusa.com.

Goodman Networks Incorporated

Goodman Networks Incorporated is a Texas corporation which was formed in 2000. Goodman is a leading national provider of end-to-end outsourced network infrastructure, engineering and technical services to the wireless industry. Their services include the design, engineering, construction, deployment, integration and maintenance of converging wireless networks. Goodman’s highly specialized and technical services are critical to the capability of their customers to deliver voice, data and video services to their end users. As of June 25, 2013, Goodman employed over 1,750 persons and operated 22 regional offices and warehouses in 12 states. The Company’s principal executive offices are located at 6400 International Parkway, Suite 1000, Plano, TX 75093. The Company’s telephone number is (972) 406-9692. For additional information, please visit www.goodmannetworks.com.

Manatee Merger Sub Corporation

Manatee Merger Sub Corp., a Minnesota corporation, was formed solely for the purpose of entering into the Merger Agreement and completing the transactions contemplated thereby. Merger Sub has not conducted any unrelated activities since its organization. Merger Sub’s principal executive offices are located at 6400 International Parkway, Suite 1000, Plano, TX 75093.

The Merger (page 22)

Multiband Corporation, Manatee Merger Sub Corporation and Goodman Networks Incorporated have agreed to the merger under the terms of the Merger Agreement described in this proxy statement. We have attached the Merger Agreement as Annex A to this proxy statement. We encourage you to read the Merger Agreement carefully because it is the legal document that governs the merger and related matters.

Under the terms of the Merger Agreement, Manatee Merger Sub Corporation, a wholly-owned subsidiary of Goodman Networks Incorporated, will merge with and into Multiband Corporation and the separate corporate existence of Merger Sub will cease and Multiband Corporation will be the surviving corporation. Upon completion of the merger, Multiband Corporation will be a wholly-owned subsidiary of Goodman.

The merger is subject to customary conditions to the completion of the merger, including adoption of the Merger Agreement by the holders of our common stock, the receipt of necessary regulatory approvals, including Securities and Exchange Commission (“SEC”) approval, and the expiration or early termination of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the HSR Act and receipt of Federal Communications Commission (“FCC”) approval regarding certain license transfers.

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Treatment of Multiband Corporation Securities (page 54)

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Special Meeting of Multiband Corporation Shareholders (page 18)

The special meeting of the Multiband shareholders will be held on Thursday, August 29, 2013, at 3:00 p.m., local time, at the Company’s headquarters, 5605 Green Circle Drive, Minnetonka, MN 55343. At the Multiband special meeting of shareholders, holders of Multiband common shares will be asked to vote on a proposal to approve the merger and adopt the Merger Agreement, to approve the non-binding proposal on “golden parachute” compensation and, if necessary or appropriate, to approve one or more adjournments or postponements of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes to approve the proposal to approve the merger and adopt the Merger Agreement.

Record Date; Shares Entitled to Vote; Outstanding Shares (page 18)

Our Board of Directors has fixed the close of business on July 25, 2013 as the record date for the determination of shareholders entitled to notice of, and to vote at, the special meeting and any adjournment thereof. Only holders of the Company’s common stock at the close of business on the record date are entitled to vote at the special meeting. At the close of business on July 25, 2013, the record date, there were 21,872,556 shares of Multiband common stock issued and outstanding and entitled to vote at the special meeting of our shareholders.

Votes Required (page 19)

The proposal regarding the approval of the merger and the adoption of the Merger Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock. If you abstain or do not vote on the approval of the merger and the adoption of the Merger Agreement, it will have the same effect as a vote by you against the approval of the merger and the adoption of the Merger Agreement. Approval of the non-binding proposal on “golden parachute” compensation and the proposal to adjourn the special meeting to solicit additional proxies to approve the merger and adopt the Merger Agreement requires the approval of a majority of the shares of the Company’s common stock present in person or by proxy and entitled to vote thereon. An abstention from voting on the non-binding compensation proposal or the proposal to adjourn the special meeting will also have the effect of a vote against such proposal. However, a broker non-vote will not have any effect, if there is a quorum, on the non-binding compensation proposal, and, even if there is not a quorum, on the proposal to adjourn the special meeting.

Recommendation of the Board of Directors; Reasons for the Merger (page 30)

After deliberation and consultation with its financial and legal advisors, as well as the Special Committee of the Board of Directors, which was formed to consider the initial unsolicited proposal from Goodman, and to, among other things, make recommendations to our Board of Directors regarding Goodman’s proposals, our Board of Directors has determined that the Merger Agreement, the merger and the other transactions contemplated by the Merger Agreement are advisable and fair to and in the best interests of Multiband and its shareholders that Multiband enter into the Merger Agreement and consummate the merger and the other transactions contemplated by the Merger Agreement. Our Board of Directors recommends that Multiband shareholders vote FOR the proposal to adopt the Merger Agreement; FOR the non-binding advisory proposal regarding “golden parachute” compensation; and FOR the proposal to approve the adjournment or postponement of the special meeting to solicit additional proxies to approve the merger and adopt the Merger Agreement.

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For the factors considered by Multiband’s Board of Directors in reaching its decision to approve and adopt the Merger Agreement and the merger, see “Proposal No. 1 — The Merger — Recommendation of the Board of Directors; Reasons for the Merger” beginning on page 30 of this proxy statement.

Opinion of the Financial Advisor to Multiband’s Special Committee (page 34)

In connection with the evaluation of the proposed merger by Multiband’s Special Committee, Craig-Hallum Capital Group, LLC (Craig-Hallum), financial advisor to Multiband and its Special Committee, rendered a written opinion to the Special Committee, dated May 21, 2013, that, as of that date and subject to the assumptions, qualifications and limitations set forth in its opinion, the per share price of $3.25 in cash, without interest, per share of Multiband’s common stock specified in the Merger Agreement was fair, from a financial point of view, to the holders of our common stock for their shares of common stock (other than as to shares of common stock for which dissenter’s rights have been properly exercised (the “Dissenting Shares”) and shares of common stock held by Multiband, Goodman, any direct or indirect wholly-owned subsidiary of Goodman, and any affiliate of Goodman (collectively, the “Excluded Shares”). The full text of Craig-Hallum’s written opinion, dated May 21, 2013, is attached to this proxy statement as Annex B. We urge you to read this opinion carefully in its entirety for a description of the procedures followed, assumptions made, matters considered and limitations on the review undertaken by Craig-Hallum. Craig-Hallum’s opinion was addressed to the Special Committee of the Board of Directors of Multiband Corporation and does not constitute a recommendation to Multiband Corporation’s shareholders as to how you should vote with respect to the merger. Craig-Hallum’s opinion did not address the relative merits of the merger as compared to any other transaction or business strategy in which Multiband might engage or the merits of the underlying decision by Multiband to engage in the merger.

Conditions to Consummation of the Merger (page 65)

Completion of the merger depends upon the satisfaction or waiver, where permitted by the Merger Agreement, of a number of conditions, including, but not limited to the following (some of which are conditions to the closing obligations of both parties, and others of which are conditions to the closing obligations of only one party):

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Acquisition Proposals by Third Parties (page 62)

Under the terms of the Merger Agreement, Multiband, for a period of 45 calendar days following the execution of the Merger Agreement, had the right to solicit alternative proposals from third parties which process is commonly referred to as a “go-shop” process. The Company’s investment banker assisted it with this process and although certain parties expressed interest, no alternative proposals were received as of the expiration of the “go-shop” period. Please see the section entitled “Acquisition Proposals by Third Parties” beginning on page 62 of this proxy statement for more information regarding the activities that were undertaken by Multiband and, at the direction and under the supervision of the Special Committee, its investment banker, Craig-Hallum, during the “go-shop” period.

Termination of the Merger Agreement (page 66)

The Merger Agreement may be terminated, and the merger transaction abandoned, at any time prior to the consummation of the merger, whether before or after the adoption of the Merger Agreement by Multiband’s shareholders:

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Termination Fee; Expenses (page 67)

The Merger Agreement contains certain termination rights for Multiband and Parent as described under “The Merger Agreement — Termination of the Merger Agreement” beginning on page 66. If the Merger Agreement is terminated under specified circumstances, Multiband will be required to pay Parent a termination fee equal to $5.0 million, which amount increases to $6.0 million following the expiration of the 45 day solicitation period, which expired July 5, 2013. These amounts include any expense reimbursement to Goodman. The Merger Agreement also provides that Parent will be required to reimburse Multiband for up to $1.5 million in expenses in the event Multiband terminates the Merger Agreement under specified circumstances.

Effect of Termination; Remedies (page 67)

Subject to our right to seek monetary damages for certain breaches of the Merger Agreement, our right to terminate the Merger Agreement and receive, under certain circumstances, a fee of $1.5 million from Parent is our sole and exclusive remedy under the Merger Agreement and with respect to the transactions contemplated by the Merger Agreement for any loss we suffer. Upon payment of such amount, neither Parent nor Merger Sub will have any further liability or obligation relating to the Merger Agreement or the transactions contemplated thereby, or any other document or theory of law or equity.

Regulatory Requirements (page 52)

Under the terms of the Merger Agreement, the merger cannot be completed until the waiting period applicable to the consummation of the merger under the HSR Act has expired or been terminated. Under the HSR Act and the rules promulgated thereunder by the Federal Trade Commission, or the FTC, the merger cannot be completed until each of the Company and Parent files a notification and report form with the FTC and the Antitrust Division of the Department of Justice, or the DOJ, under the HSR Act and the applicable waiting period has expired or been terminated. Each of the Company and Parent filed such a notification and report form on June 7, 2013 and requested early termination of the waiting period. The request for early termination of the waiting period was granted on and became effective June 14, 2013.

The parties also agreed that the merger cannot be completed until the receipt of the consent by Final Order of the Federal Communications Commission (“FCC”) regarding certain license transfers. The FCC Transfer Applications were filed June 14, 2013. On June 19, 2013, the FCC issued a Public Notice regarding one of the Transfer Applications. We presently expect that upon expiration of the 14 day notice period, this Application will be granted.

In addition, we and Parent have committed to use reasonable best efforts to cooperate with each other to obtain all necessary consents, licenses, permits, waivers, approvals, authorizations and orders from authorities in the states in which we operate for, and as a condition to, the completion of the merger. The consents, licenses, permits, waivers, approvals, authorizations and orders from federal and state authorities in some cases involve notifying the appropriate authority of the pending merger, while in other cases our facilities may be required to obtain from the appropriate authorities a new license to operate under the name of the Parent or under our name, but with the Parent as our new controlling shareholder. There can be no assurance that we will obtain all necessary consents, licenses, permits, waivers, approvals, authorizations and orders from federal and state authorities.

There can be no assurance that the regulatory approvals described above will be obtained and, if obtained, there can be no assurance as to the timing of any approvals, the ability of Parent or the Company to obtain the approvals on satisfactory terms or the absence of any litigation challenging such approvals. There can also be no assurance that any governmental entity or any private party will not attempt to challenge the merger on antitrust grounds and, if such a challenge is made, there can be no assurance as to its result.

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Dissenters’ Rights (page 70)

If you do not wish to accept the $3.25 per share Common Merger Consideration in the merger and you do not vote in favor of the Merger Agreement, you have the right under Minnesota law to seek a judicial appraisal of your common shares to determine the “fair value” of your common shares, in lieu of the $3.25 per share Common Merger Consideration if the merger is completed.

If you are a preferred shareholder and you do not wish to accept the Preferred Merger Consideration of $10.50, $10.00 and $10.00 per share Class A, Class C and Class F, respectively, you have the right under Minnesota law to seek a judicial appraisal of your shares to determine the “fair value” of your shares, in lieu of the Preferred Merger Consideration if the merger is completed.

We refer you to the information under the heading “Dissenters’ Rights” in this proxy statement and to the applicable Minnesota statutory sections attached as Annex C to this proxy statement for information on how to exercise your dissenters’ rights. Failure to follow all of the steps required under Minnesota law will result in the loss of your dissenters’ rights.

Material U.S. Federal Income Tax Consequences of the Merger (page 50)

The receipt of cash in exchange for Multiband common stock pursuant to the merger will be a taxable transaction to U.S. holders (i.e., a person who is a U.S. citizen or resident or a U.S. domestic corporation, partnership, estate or trust) of Multiband common stock for U.S. federal income tax purposes. A U.S. holder of Multiband common stock receiving cash in the merger generally will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount of cash received (before reduction for any applicable withholding taxes) and the holder’s adjusted tax basis in the holder’s Multiband common stock surrendered.

The tax consequences to you may vary depending on your particular circumstances. Due to the individual nature of tax consequences, you are urged to consult your own tax advisor as to the specific tax consequences to you of the merger, including the effects of any applicable state, local, foreign or other tax laws.

Interests of Multiband Directors and Executive Officers in the Merger (page 44)

In considering the recommendation of our Board of Directors with respect to the Merger Agreement, holders of shares of our common stock should be aware that our executive officers and the members of our Board of Directors have certain interests in the merger that are different from, or in addition to, the interests of shareholders generally. These interests may create potential conflicts of interest.

Certain executive officers have agreements with us that will entitle each such officer to receive cash payments and other benefits if such officer experiences a qualifying termination, including in connection with a merger of the Company. In addition, in connection with the Merger Agreement, Parent, through Multiband as a wholly-owned subsidiary, has committed to hire James Mandel and Steven Bell under three year employment agreements between Messrs. Mandel and Bell and Multiband, which agreements become effective upon the closing of the merger.

In addition, certain of our executive officers and directors hold Multiband stock options and restricted stock that, per the Merger Agreement or the completion of the Company’s tender offer, whether or not vested, will be cancelled in exchange for the right to receive the consideration set forth in the Merger Agreement or the Offer to Purchase, as applicable. Certain of our executive officers and directors also hold Multiband preferred stock and warrants that, per the Merger Agreement, entitle the holders to receipt of certain other merger consideration.

Our executive officers and directors will receive the approximate following aggregate consideration in connection with the merger (reduced by any applicable withholding taxes), based on their ownership of common stock, stock options, restricted stock and preferred stock as of July 25, 2013: $4,961,379 in consideration for their common stock, $1,090,000 in consideration of their preferred stock, $2,400,972 in consideration for their stock options, $776,048 in consideration for their unvested restricted stock, and $62,567 in consideration for their warrants.

Under the Merger Agreement, Goodman, as the sole shareholder of the surviving corporation following the consummation of the merger, has agreed to indemnify the directors and officers of Multiband to the full extent

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permitted by law following the merger. Goodman has also agreed to honor Multiband’s obligations under any indemnification agreements between Multiband and its officers and directors in effect before the merger and any indemnification provisions of Multiband’s articles of incorporation and bylaws.

Under the Merger Agreement, Goodman, as the sole shareholder of the surviving corporation following the consummation of the merger, will maintain for a period of six years an insurance policy covering persons who were directors or officers of Multiband prior to the merger for the actions taken by such directors and officers in their capacities as directors and officers of Multiband prior to the merger on terms with respect to coverage and amount no less favorable than those of such policy currently in effect, provided, however, that Multiband will not be required to expend in excess of 300% of the current annual premium paid by Multiband for such policies currently maintained by Multiband.

The members of the Special Committee received no special or additional consideration for their service on the Special Committee. Pursuant to our policy for all non-employee directors, however, non-employee director members of the Special Committee will be reimbursed for expenses incurred for attending meetings. Directors also received and will receive amounts identified in our Annual Report on Form 10-K for director services.

Common Stock Ownership of Our Directors and Executive Officers (page 73)

As of July 25, 2013, our directors and executive officers beneficially owned in the aggregate 3,351,900 shares of Multiband common stock or approximately 15.32% of our total outstanding common share including shares of common stock issuable upon the exercise of stock options and restricted stock vesting within 60 days of July 25, 2013, common stock issuable upon exercise of vested warrants and common stock issuable upon conversion of preferred stock owned by our directors and executive officers. The share ownership of our directors and executive officers is further described under “Security Ownership of Certain Beneficial Owners and Management.”

Delisting and Deregistration of Multiband Common Stock After the Merger (page 52)

If the merger is completed, Multiband’s common stock will be delisted from The NASDAQ Capital Market and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Thereafter, the provisions of the Exchange Act will no longer apply to us, including the requirements to file periodic reports with the SEC and to furnish a proxy or information statement to our shareholders in connection with meetings of our shareholders.

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QUESTIONS & ANSWERS ABOUT THE MERGER AND RELATED MATTERS

The following questions and answers are intended to address briefly some commonly asked questions about the merger, the Merger Agreement and the special meeting. Please refer to the “Summary Term Sheet” and the more detailed information contained elsewhere in this proxy statement, including in its annexes, all of which you should read carefully. See also “Where You Can Find More Information” beginning on page 76.

In order for the merger to be completed, Multiband shareholders holding a majority of the outstanding shares of our common stock must vote to approve the merger and adopt the Merger Agreement. You are receiving this proxy statement and proxy card or voting instruction form because you own shares of our common stock and are entitled to vote, or because you are a preferred shareholder, and while not entitled to vote, will be affected by the merger. This proxy statement describes matters on which we urge you to vote and is intended to assist you in deciding how to vote your shares of common stock with respect to such matters.

We will hold a special meeting of shareholders in order to seek approval of the proposal to approve the merger and adopt the Merger Agreement, approve the “golden parachute” compensation, approve one or more adjournments or postponements of the special meeting, and other related matters on which we urge you to vote. This proxy statement contains important information about these matters as well as the special meeting of shareholders. The enclosed voting materials allow you to vote your shares of our common stock without attending the special meeting of shareholders.

Your vote is important. We encourage you to vote your shares of common stock as soon as possible.

For specific information regarding the Merger Agreement, the “golden parachute” compensation and adjournment, see “Proposal No. 1 — The Merger” beginning on page 22, “Proposal No. 2 — Advisory Vote on Golden Parachute Compensation” on page 75 and “Proposal No. 3 — Adjournment or Postponement of the Special Meeting” on page 75, respectively.

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The Employee Option Consideration is a cash payment per share equal to the greater of (i) the excess, if any, of $3.25 over the per share exercise price of the applicable Employee Option, without interest, less applicable withholding taxes or (ii) $0.50, without interest, less applicable withholding taxes, for each share subject to the Employee Option.

The following table illustrates how the Employee Option Consideration will be calculated:

Employee Stock Option Exercise Price		Merger Consideration
≥ $2.75		$0.50 per share
≤ $2.74		per share spread

Under our 1999 Stock Compensation Plan, the Eligible Options cannot be cancelled by us without the consent of the option holder. Because it is a condition to the completion of the merger that all Eligible Options be amended and cancelled, we will make a tender offer to all holders of Eligible Options

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pursuant to which each validly tendered Eligible Option will be deemed amended, such that at the completion of the tender offer, the Eligible Option will be cancelled and converted into the right to receive the Employee Option Consideration. The tender offer will be conditioned on the satisfaction or waiver of all conditions in the merger agreement (except for those conditions in the merger agreement that by their nature cannot be satisfied until the closing date of the merger but that are expected to be satisfied at the closing date of the merger), and we expect that the tender offer and the merger will be completed on or about the same date. This proxy statement is neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the tender offer is commenced, the Company will file a Tender Offer Statement on Schedule TO, including the Offer to Purchase and related tender offer materials with the SEC. The Tender Offer Statement (including an Offer to Purchase, a related Election to Tender Eligible Options Pursuant to the Offer to Purchase and other tender offer documents) will contain important information that should be read carefully before any decision is made with respect to the tender offer. These documents (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s website at www.sec.gov.

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If you hold your shares in “street name,” you should follow the procedures provided by your broker, bank or other nominee.

If you return your signed proxy card, but do not mark the boxes showing how you wish to vote, your shares will be voted FOR the adoption of the Merger Agreement, FOR the proposal to approve, on a nonbinding advisory basis, any “golden parachute” compensation, and FOR the proposal to approve the adjournment or postponement of the special meeting to solicit additional proxies to adopt the Merger Agreement.

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Whether or not you plan to attend the special meeting, and unless you hold your shares in “street name,” please submit your proxy through the Internet or complete, date, sign and return, as promptly as possible, the enclosed proxy card in the enclosed prepaid envelope.

Your attendance at the special meeting alone does not automatically revoke your proxy.  If you have instructed your broker, bank or other nominee to vote your shares, the above-described options for revoking your proxy do not apply. Instead, you must follow the directions provided by your broker, bank or other nominee to change your vote.

Multiband Corporation
5605 Green Circle Drive, Minnetonka, MN 55343
Attention: Steven M. Bell, Corporate Secretary
Telephone: (763) 504-3000

Or, our proxy solicitor:

The Proxy Advisory Group, LLC
18 East 41^st Street, 20^th Floor
New York, New York 10017
Attention: William M. Poudrier, President
Telephone: (212) 616-2181

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You may also obtain additional information about Multiband from documents filed with the Securities and Exchange Commission by following the instructions in the section entitled “Where You Can Find More Information” on page 76 of this proxy statement.

Neither the Securities and Exchange Commission nor any state securities regulatory commission has approved or disapproved of the merger, passed upon the merits or fairness of the Merger Agreement or the transactions contemplated thereby, including the proposed merger, or passed upon the adequacy or accuracy of the information contained in this proxy statement. Any representation to the contrary is a criminal offense.

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CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents to which we refer you in this proxy statement, contain “forward-looking statements,” as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, that reflect our current views as to future events and financial performance with respect to our operations, the expected completion and timing of the merger and other information relating to the merger. These statements can be identified by the fact that they do not relate strictly to historical or current facts. There are forward-looking statements throughout this proxy statement, including, among others, under the headings “Summary Term Sheet,” “Questions & Answers About the Merger and Related Matters,” “Proposal No. 1 — The Merger,” “Proposal No. 1 — The Merger — Opinion of the Financial Advisor to Multiband’s Special Committee,” “Proposal No. 1 — The Merger — Multiband Financial Projections,” “Proposal No. 2 — Advisory Vote on Golden Parachute Compensation” and in statements containing words such as “anticipate,” “estimate,” “expect,” “will be,” “will continue,” “likely to become,” “intend,” “plan,” “believe” and other similar expressions. You should be aware that forward-looking statements involve known and unknown risks and uncertainties. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that the results or developments we anticipate will be realized, or even if realized, that they will have the expected effects on our business or operations or on the merger and related transactions. These forward-looking statements speak only as of the date on which the statements were made and we undertake no obligation to update or revise any forward-looking statements made in this proxy statement or elsewhere as a result of new information, future events or otherwise, except as required by law. In addition to other factors and matters contained in or incorporated by reference in this proxy statement, we believe the following factors could cause actual results to differ materially from those discussed in the forward-looking statements:

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SPECIAL MEETING OF MULTIBAND CORPORATION SHAREHOLDERS

Date, Time and Place of Meeting

The accompanying proxy is solicited by our Board of Directors for use at the special meeting of shareholders to be held on Thursday, August 29, 2013, at 3:00 p.m., local time, at the Company’s headquarters, 5605 Green Circle Drive, Minnetonka, MN 55343.

These proxy solicitation materials were mailed on or about July 30, 2013 to all shareholders entitled to vote at the meeting.

Record Date; Shares Entitled to Vote; Outstanding Shares

Our Board of Directors has fixed the close of business on July 25, 2013 as the record date for determining the holders of our common stock entitled to notice of, and to vote at, the special meeting of shareholders or any adjournment thereof. Only holders of record of our common stock at the close of business on the record date will be entitled to notice of, and to vote at, the special meeting of shareholders or any adjournments thereof. Multiband common shareholders will have one vote for each share of Multiband common stock that they owned on the record date.

At the close of business on July 25, 2013, the record date, there were 21,872,556 shares of Multiband common stock issued and outstanding and entitled to vote at the special meeting of our shareholders.

Purpose of the Special Meeting of Shareholders

At the special meeting of shareholders, holders of our common stock will be asked to:

Quorum; Abstentions; Broker Non-Votes

There must be a quorum for the special meeting of shareholders to be held. The holders of a majority of our issued and outstanding common stock entitled to vote, present in person or represented by a properly executed and delivered proxy, will constitute a quorum for the purpose of transacting business at the special meeting of shareholders. Only holders of record of our common stock on the record date will be entitled to vote at the special meeting of shareholders. All shares of our common stock represented at the special meeting of shareholders, including abstentions, will be counted as present for determining the presence or absence of a quorum but will not be counted as having been voted on any proposal. Broker non-votes result from shares held of record by brokers, banks or nominees which are not voted due to the failure of the beneficial owners of those shares to provide voting instructions as to certain non-routine matters as to which such brokers, banks or nominees may not vote on a discretionary basis. None of the matters being presented to shareholders for a vote at the special meeting is considered a routine matter. Therefore, your bank, broker or other nominee will not be permitted to vote at the special meeting without instruction from you as the

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beneficial owner of the shares of Multiband common stock. Consequently, an abstention from voting or a broker non-vote will have the effect of a vote against the merger proposal. An abstention from voting on the non-binding compensation proposal or the proposal to adjourn the special meeting will also have the effect of a vote against such proposal. However, a broker non-vote will not have any effect, if there is a quorum, on the non-binding compensation proposal, and, even if there is not a quorum, on the proposal to adjourn the special meeting.

Votes Required

Approval of the proposal for adoption of the Merger Agreement requires the affirmative vote of a majority of the outstanding shares of our common stock. The merger will not be completed unless holders of a majority of the outstanding shares of our common stock approve the proposal to approve the merger and adopt the Merger Agreement.

Our Board of Directors and Special Committee have unanimously adopted and approved the Merger Agreement and unanimously recommend that holders of our common stock vote FOR approval of the merger and the adoption of the Merger Agreement.

The approval of the non-binding advisory proposal regarding “golden parachute” compensation and the proposal to adjourn or postpone the special meeting, if necessary or appropriate, to solicit additional proxies to adopt the Merger Agreement, require the approval of a majority of the votes represented by the shares of our common stock present in person or by proxy and entitled to vote thereon.

Our Board of Directors unanimously recommends that shareholders vote FOR these proposals.

Expenses of Solicitation

Multiband will bear the costs of this proxy solicitation and the costs of filing, printing and mailing this proxy statement and the accompanying Notice of Special Meeting, proxy and return envelope, as well as the cost of handling and tabulating the number of proxies received. In addition to this solicitation by mail, proxies may be solicited by our directors, officers and other employees by telephone, e-mail, Internet, facsimile, in person or otherwise. These people will not receive any additional compensation for assisting in the solicitation. We may also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of our common stock. We will reimburse those organizations and our transfer agent for their reasonable out-of-pocket expenses in forwarding such material. We have engaged The Proxy Advisory Group, LLC, to assist in the solicitation of proxies and provide proxy related advice and informational support, for a services fee, plus customary disbursements, which are not expected to exceed $15,000 in total.

Voting; Proxies and Revocation

You may vote in person or by proxy at the special meeting. If you plan to attend the special meeting and wish to vote in person, you will be given a ballot at the special meeting. Please note, however, that, if your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, and you wish to vote in person at the special meeting, you must bring to the special meeting (a) a legal proxy from the record holder of the shares (your broker, bank or nominee) authorizing you to vote at the special meeting and (b) your statement evidencing your beneficial ownership of our common stock. Whether or not you plan to attend the special meeting, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the enclosed prepaid envelope, or submit your proxy through the Internet, or return the enclosed voting instruction form, if applicable, in accordance with the instructions contained thereon.

Whether or not you plan to attend the special meeting and you are a record holder, you may submit your proxy by completing, dating, signing and returning the enclosed proxy card in the enclosed postage-paid envelope or otherwise mail it to Multiband. In addition, you may submit your proxy through the Internet at https://secure.corporatestock.com/vote.php. You must have the enclosed proxy card available, and follow the instructions on the proxy card in order to submit a proxy by the Internet. If you submit a proxy through the Internet or by returning a signed proxy card by mail, your shares will be voted at the special meeting as you indicate on your proxy card or by such other method. If you sign your proxy card without indicating your vote, your shares will be voted FOR the approval of the merger and adoption of the Merger Agreement, FOR the non-binding advisory proposal regarding “golden parachute” compensation, and FOR the approval of the

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proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies to approve the merger and adopt the Merger Agreement.

Whether or not you plan to attend the special meeting and your shares are held in “street name,” you should instruct your broker, bank or other nominee how to vote your shares using the voting instruction form furnished by your broker, bank or other nominee. The proposals to be presented at the special meeting are considered non-routine matters. Therefore, if your shares are held in street name by a broker, your broker cannot vote your shares unless it receives specific voting instructions from you.

Proxies received at any time before the special meeting and not revoked or superseded before being voted will be voted at the special meeting. If you submit your proxy through the Internet or by mail, you may revoke your proxy at any time before the vote is taken at the special meeting in any of the following ways:

Your Attendance at the Special Meeting Does Not Alone Automatically Revoke Your Proxy

If you have instructed your broker, bank or other nominee how to vote your shares, the above-described options for revoking your proxy do not apply. Instead, you must follow the directions provided by your broker, bank or other nominee to change your vote.

Recommendation of the Board of Directors

After deliberation and consultation with its financial and legal advisors as well as the Special Committee of the Board of Directors, which committee was formed to consider the initial unsolicited proposal from Goodman, and to make recommendations to our Board of Directors regarding Goodman’s proposals, our Board of Directors has determined that the Merger Agreement, the merger and the other transactions contemplated by the Merger Agreement are advisable and fair to and in the best interests of the Company and our shareholders. Our Board of Directors recommends that holders of our common stock vote FOR the approval of the merger and proposal to adopt the Merger Agreement, FOR the “golden parachute” proposal, and FOR the adjournment proposal. See “Proposal No. 1 — The Merger — Recommendations of the Board of Directors; Reasons for the Merger” beginning on page 30 of this proxy statement for a more detailed discussion of the recommendation of Multiband’s Board of Directors.

Dissenters’ Rights

Under applicable Minnesota law, if you do not vote to approve the Merger Agreement and the merger and if you follow certain procedures in lieu of receiving the merger consideration, you have the right to receive payment in cash for the “fair value” of your shares of Multiband common and/or preferred stock. If you are seeking to exercise your statutory dissenters’ rights, you must follow certain procedures as outlined in Sections 302A.471 and 302A.473 of the MBCA. If you hold common stock, merely voting against the Merger Agreement and the merger will not preserve your rights and holders of preferred stock are not entitled to vote on these matters. The statutory procedures for perfecting dissenters’ rights under Minnesota law are described in the section entitled “Dissenters’ Rights” beginning on page 20. The relevant sections of the MBCA governing this process are reprinted in their entirety and attached to this document as Annex C.

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YOUR VOTE IS IMPORTANT. PLEASE VOTE ELECTRONICALLY VIA THE INTERNET OR BY COMPLETING, SIGNING, DATING AND PROMPTLY RETURNING THE ENCLOSED PROXY CARD, WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING. PLEASE DO NOT SEND IN ANY CERTIFICATES FOR YOUR SHARES AT THIS TIME. IF THE MERGER IS APPROVED, YOU WILL RECEIVE A LETTER OF TRANSMITTAL AND RELATED INSTRUCTIONS TO SURRENDER YOUR SHARE CERTIFICATES.

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PROPOSAL NO. 1 — THE MERGER

Parties to the Merger

Multiband Corporation

Multiband Corporation is a Minnesota corporation formed in September 1975. The Company has three operating segments: (1) Field Services Segment (FS), where the Company provides installation services for a leading satellite TV provider, internet providers and commercial customers; (2) Multi-Dwelling Unit Segment (MDU), where the Company bills voice, internet and video services to subscribers as owner/operator and also acts as a master system operator for DIRECTV; and (3) Engineering, Energy and Construction Segment (EE&C) where the Company provides engineering and construction services for the wired and wireless telecommunications industry, including public safety networks. This segment also provides renewable energy services including wind and solar applications and other design and construction services, usually done on a project basis. As of June 1, 2013, the Company employed 3,330 people and operates in 19 states with 37 field offices. The Company’s principal executive offices are located at 5605 Green Circle Drive, Minnetonka, MN 55343. The Company’s telephone number is (763) 504-3000. For additional information, please visit www.multibandusa.com.

Goodman Networks Incorporated

Goodman Networks Incorporated is a Texas corporation which was formed in 2000. Goodman is a leading national provider of end-to-end outsourced network infrastructure, engineering and technical services to the wireless industry. Their services include the design, engineering, construction, deployment, integration and maintenance of converging wireless networks. Goodman’s highly specialized and technical services are critical to the capability of their customers to deliver voice, data and video services to their end users. As of June 25, 2013, Goodman employed over 1,750 persons and operated 22 regional offices and warehouses in 12 states. The Company’s principal executive offices are located at 6400 International Parkway, Suite 1000, Plano, TX 75093. The Company’s telephone number is (972) 406-9692. For additional information, please visit www.goodmannetworks.com.

Manatee Merger Sub Corporation

Manatee Merger Sub Corp., a Minnesota corporation, was formed solely for the purpose of entering into the Merger Agreement and completing the transactions contemplated thereby. Merger Sub has not conducted any unrelated activities since its organization. Merger Sub’s principal executive offices are located at 6400 International Parkway, Suite 1000, Plano, TX 75093.

Background of the Merger

The following is a summary of the meetings, negotiations, material contacts and discussions between Multiband and Goodman and their respective advisors that preceded, and in some cases followed, the execution of the Merger Agreement.

In early January 2011, Scott Pickett, Goodman’s Chief Marketing Officer and Executive Vice President of Strategic Planning and M&A, reached out to James Mandel, the Chief Executive Officer of Multiband, to discuss possible strategic opportunities between the companies.

On January 10, 2011, Multiband and Goodman entered into a non-disclosure agreement.

During February 2011, Mr. Pickett and Mr. Mandel generally discussed the possibility of a strategic transaction between the companies, including a potential investment by Goodman in Multiband, but after these discussions, no substantive additional actions were taken with respect to this discussion until late November 2011.

On November 30, 2011, Multiband and Goodman entered into a second non-disclosure agreement and again had high-level discussions about a potential transaction or investment in Multiband by Goodman.

On December 2, 2011, at the request of Goodman, there was a meeting in Minneapolis, Minnesota between John Goodman, Goodman’s Executive Chairman, Mr. Pickett, and Mr. Mandel. At this meeting Goodman indicated it was performing preliminary due diligence on Multiband. The parties discussed the strategic

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opportunities of a potential transaction with or investment by Goodman given Multiband’s desire for a financing alternative to its then-current financing arrangement. However, Mr. Mandel communicated that the timing and circumstances were not desirable. The parties agreed that they would monitor the markets and each other’s performance and could reconnect in 12 months to reevaluate.

In October 2012, Goodman management again reached out to Multiband management. The conversation centered around recent wireless industry plans to deploy small cell technology starting as early as late 2013 or early 2014, and how a combined Goodman and Multiband could address the needs of this market.

On November 9, 2012, and at the request of Goodman, there was a meeting in Minnetonka, Minnesota between Mr. Pickett and Mr. Mandel. The parties again discussed the strategic opportunities of a potential transaction between the two companies and both parties decided to begin a preliminary diligence process.

Between November 9, 2012 and November 26, 2012, Messrs. Goodman, Pickett and Mandel spoke a few times informally regarding the strategic rationale, potential transaction process, financial performance of each company and timing of a potential transaction.

On November 26, 2012, Mr. Mandel and Goodman management participated in a conference call to discuss a potential transaction or investment. Representatives from Jefferies & Company, Inc., Goodman’s financial advisors (“Jefferies”), also participated in the call.

On December 6, 2012, there was a meeting in Minnetonka, Minnesota, at the request of Goodman, between Mr. Goodman, Mr. Pickett, and Ron Hill, Goodman’s Chief Executive Officer, and the executive officers of Multiband, Mr. Mandel and Steven Bell, Multiband’s Chief Financial Officer and General Counsel. Also present at the meeting were representatives from Jefferies. While no specific offer was made to acquire Multiband at that meeting, the parties did have a general discussion regarding the market price and value of Multiband’s common stock and the complementary nature of the companies’ businesses.

On December 11, 2012, Donald Miller, the Chairman of the Board of Directors of the Company received an unsolicited, non-binding written proposal from Goodman for the purchase of all of the outstanding shares of Company common stock for $2.32 per common share. Among other terms, the Goodman proposal indicated that it was on a confidential basis, the proposal was not contingent upon Goodman obtaining financing, that Goodman desired to retain much of the Company’s workforce, including retaining certain unnamed key employees through employment agreements, and that it expected to be able to complete due diligence and enter into a definitive merger agreement on an expedited basis.

On December 12, 2012, the Multiband Board was polled and Goodman was advised by Mr. Miller that the proposed per share price was inadequate.

On December 18, 2012, as a result of conversations between Goodman management and Mr. Miller and Frank Bennett, a Multiband director, the Multiband Chairman received a new revised unsolicited, non-binding written proposal from Goodman increasing its offer price from $2.32 to $2.50 per common share in cash. Again, among other terms, the Goodman proposal indicated that it was on a confidential basis, that it was not contingent upon Goodman obtaining financing, that Goodman desired to retain the Company’s workforce, including retaining certain unnamed key employees through employment agreements, and that Goodman expected to be able to complete due diligence and enter into a definitive merger agreement on an expedited basis. The revised proposal also referenced an assumed EBITDA amount. The proposal also stated that Multiband had informed Goodman that it intended to consummate a proposed acquisition of MDU Communications International Inc. (“MDUC”) subject to Multiband obtaining financing, which it had at the time not secured. The proposal stated that, because of this uncertainty, Goodman would only move forward with its proposal if Multiband (i) independently determined that it would be unable to consummate the proposed acquisition with MDUC and (ii) terminated the then-outstanding written agreement between Multiband and MDUC. The proposal also included a request for Multiband to execute an exclusivity agreement providing Goodman, on an exclusive basis with Multiband, 45 days to continue due diligence, negotiate and if agreeable, sign a merger agreement. The proposal stated that it expired on December 21, 2012.

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On December 21, 2012, the Board of Directors of the Company convened a meeting and formed its Special Committee comprised of all of the independent directors: Frank Bennett, Eugene Harris, Stephen Kezirian, Donald Miller, Peter Pitsch and Dr. Martin Singer, to consider the Goodman proposal. Mr. Mandel and Mr. Bell were intentionally excluded from serving as members of the Special Committee because it appeared that their interests could ultimately conflict with an unbiased review of the proposal if as a part of any transaction they would enter into management arrangements. At that time, no management employment terms had been presented to any Multiband employees and no such terms were discussed. Mr. Bennett was appointed Chair of the Special Committee. The Board also authorized the Special Committee to engage professional advisors, including legal advisors and investment bankers, to assist in its deliberations. Also present were representatives of the Company’s outside counsel, who made a presentation regarding the directors’ general fiduciary duties under Minnesota law, and Mr. Mandel and Mr. Bell, who advised the Committee regarding: all prior contacts with Goodman, their view of how and why the proposal had come about, and the reasons for Goodman’s interest in Multiband. The Special Committee scheduled its next meeting to consider the proposal subject to obtaining assistance from a financial advisor in evaluating the proposed share price.

On December 26, 2012, the Company and the Special Committee confirmed engagement of Craig-Hallum Capital Group, LLC (“Craig-Hallum”) by signing a formal engagement letter with Craig-Hallum.

On Friday, January 4, 2013, the Special Committee met telephonically to discuss the Goodman proposal to purchase all of the outstanding shares of common stock of the Company for $2.50 per share in cash. Also present were representatives of the Company’s management, outside counsel and Craig-Hallum. Before the meeting, the Special Committee had received written materials from outside counsel and draft written financial analysis discussion materials from Craig-Hallum. During the meeting, outside counsel made a presentation regarding the Committee members’ fiduciary duties under Minnesota law, which was followed by discussion and questions from the Special Committee. Craig-Hallum then presented a preliminary financial analysis of the Company based upon several metrics. The Special Committee asked management about expected Company performance. Management, outside counsel and representatives from Craig-Hallum were then excused from the meeting. After discussion and deliberation, including regarding the Company’s anticipated performance and reliance on DirecTV, the comparable public company EBITDA multiples, premium paid analysis and discounted cash flow information that had been presented by Craig-Hallum, and the then-depressed price of the Company’s stock, the Special Committee unanimously concluded the Goodman offer was inadequate and that future discussion should cease. It was also agreed that Messrs. Bennett and Miller would inform Goodman of its decision and that the Board would contact Goodman if there were further opportunities to collaborate. Messrs. Bennett and Miller advised Goodman that the Company was not for sale and in any event the price offered was not acceptable.

On February 13, 2013, following several conversations between Goodman management and Mr. Miller and Mr. Bennett regarding the proposed price per share, the Multiband Chairman received another new, unsolicited proposal from Goodman increasing the proposed merger price from $2.50 to $3.00 per share of common stock, and requesting that the exclusivity period of its proffered exclusivity agreement be extended until April 1, 2013.

On February 15, 2013, the Special Committee met to discuss the revised Goodman proposal to purchase all of the outstanding shares of Company common stock for $3.00 per share in cash, which revised proposal indicated it expired at the end of the day. Also present were representatives of the Company’s management, outside counsel and Craig-Hallum. Management informed the Committee that Goodman had advised them that Goodman was looking at other strategic transactions, but preferred the deal with the Company and advised that if the Company did not respond quickly, Goodman would need to pursue the other strategic transactions. The Special Committee discussed the new price and asked Craig-Hallum for information to assist it in reviewing the price offered. Craig-Hallum discussed its preliminary financial analysis with regard to the $3.00 proposed purchase price, including that such price was a 41.5% premium to the closing February 14, 2013 share price, or 8.8x current EBITDA. No management employment terms had been presented to any Multiband employees at that time, and no such terms were discussed. The Special Committee further discussed the premium being offered, and the status of a separate strategic transaction, and asked management about the Company’s 2012 financial performance and likely future performance. The Special Committee then

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ultimately agreed, without participation by Messrs. Mandel and Bell, that the price was within a range that negotiations toward a transaction should proceed provided that the resulting merger agreement included a “go-shop” provision to seek new and higher bidders. The Special Committee was concerned that there be no misunderstanding on how Goodman reached the $3.00 price so it agreed to enter into an exclusivity agreement with Goodman but required continuing discussion about how the Company’s future performance was being modeled and the Company’s view of the importance of the separate strategic transaction with MDUC and the timing of the same.

On February 15, 2013, Goodman and Multiband executed the exclusivity agreement providing exclusivity until April 1, 2013 regarding the proposed merger.

On February 26 and 27, 2013, representatives of Goodman’s outside counsel visited Multiband’s headquarters in Minnesota to perform due diligence.

On February 26, 2013, Messrs. Pickett and Goodman also visited Multiband’s offices, and met with Messrs. Bell and Mandel. At that meeting the parties discussed Goodman’s strategic vision regarding Multiband’s current operations and management, but did not discuss the transaction or potential management agreements or terms of the same.

On March 7, 2013, Messrs. Mandel and Bell visited Goodman’s headquarters in Plano, Texas and met with Messrs. Goodman, Pickett and Hill. At the meeting the parties discussed Goodman’s corporate history and its business plan, but did not discuss any aspect of the proposed transaction or potential management agreements or terms of the same. Messrs. Mandel and Bell viewed Goodman’s facilities and operations and met Goodman’s employees.

On March 15, 2013, the Special Committee held a telephonic meeting. Also present were representatives of the Company’s management, outside counsel and Craig-Hallum. Those present discussed management’s visit to Goodman’s facilities, their impression and critiques, and discussed the Company’s complementary potential therewith. The parties also discussed the status of a potential transaction with Goodman and DirecTV’s potential opinion of the transaction, Goodman’s progress on due diligence, other potential strategic transactions and operational matters and their relationship to or possible impact on the proposed Goodman deal. The parties also discussed certain potential terms of the merger agreement, in particular, a “go-shop” provision. The Committee asked Craig-Hallum for a list of potential bidders to contact during the “go-shop” period, which Craig-Hallum agreed to provide. The Committee discussed the status of the Company’s debt restructuring, which was expected to be completed and announced the following week, and the Company’s 2012 financial results, as well as the potential impact of the announcement of these events on the Company’s stock price and whether Goodman’s offering price of $3.00 per common share would continue to be sufficient in light of such potential impact.

On March 20, 2013, Mr. Pickett and members of the Goodman operations team and representatives from Jefferies traveled to Multiband headquarters to conduct on-site diligence with Multiband management. The Goodman chief financial officer and representatives from PricewaterhouseCoopers LLP, Goodman’s accounting advisors, participated via telephone.

On March 20, 2013, Multiband entered into a $30.0 million credit facility with Fifth Third Bank, which facility paid off the Company’s then-existing credit facility and provided new terms at a lower interest rate.

On March 21, 2013, Multiband filed a Form 8-K announcing its entry into the Fifth Third Bank facility.

On March 22, 2013, the Special Committee held another telephonic meeting. Also present were representatives of the Company’s management, outside counsel and Craig-Hallum. Those present discussed an update on the status of Goodman’s due diligence, and potential deal structure given possible complications from a potential strategic transaction with MDUC. Management relayed to the Special Committee details regarding Goodman’s visit to Multiband on March 20, 2013, and Goodman’s intention of providing a revised proposal to the Special Committee which was expected to include an accommodation for the MDUC transaction and that Goodman anticipated sending an initial draft of the merger agreement that day as well, which the Special Committee wanted to review. Those present discussed items of concern in connection with signing the Goodman proposal and whether additional terms needed to be added, including the continuation of

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management to preserve the Company’s DirecTV business since it accounted for approximately 90% of the Company’s business. Those present also discussed the parameters and mechanics of a “go-shop” process. Management then provided the Special Committee with an update on the financial condition of the Company and its prospects for 2013 and the future and discussion was had on those items and current and future market perception of the Company, particularly given the debt refinance, all as related to possibly entering into a definitive merger agreement. Craig-Hallum then made a presentation on a preliminary list of potential bidders to be considered and supplemented by or at the direction of the Special Committee and the mechanics the Special Committee may, with the assistance and advice of its legal counsel and Craig-Hallum, wish to consider and authorize for a “go-shop” process, including arrangements to be established by or at the direction of the Special Committee to facilitate due diligence opportunities for potential bidders and other procedures. Management and Craig-Hallum were then dismissed. The Special Committee continued in executive session and further discussed the “go-shop” process, potential deal timing and the current market view of the Company and agreed to defer further consideration of the proposed deal to determine the impact, if any, of the Company’s debt restructuring on the Company’s stock price.

On March 22, 2013 Goodman’s outside counsel sent the first draft of the merger agreement.

On March 25, 2013, the Company, Goodman and DirecTV entered into a confidentiality agreement related to the proposed transaction.

On March 29, 2013, the Special Committee had a telephonic meeting to discuss the Goodman proposal and related matters. Also present were representatives of the Company’s management, outside counsel and Craig-Hallum. Management presented an update on the status of Goodman’s due diligence and the Company’s visit to Goodman’s headquarters. The Special Committee discussed DirecTV’s impact on the deal, and a strategic transaction with MDUC and its potential impact on the Goodman deal. The Special Committee discussed Goodman’s request for an exclusivity extension beyond April 1^st until May 10^th in order to accommodate Goodman’s debt offering. Then the Special Committee discussed merger agreement terms, including “go-shop” length, a possible break-up fee, the importance of the lack of a financing contingency, the handling of stock options and warrants, and whether $3.00 remained a sufficient price (at that date, a 20% premium). It was noted that $3.00 was the same price as the Company’s June 2011 secondary offering, and that the balance sheet had strengthened since that time. Given these items, the Special Committee decided to communicate to Goodman that day that the Special Committee needed: an increased share price; a strategic transaction accommodation for MDUC (to permit the Company to pursue this transaction if the Company pursued another bid); exclusivity extended only until April 15, 2013; a 60-day “go-shop;” and that Goodman could raise debt financing but that because there was no financing contingency, the merger agreement would not provide a limitation on Goodman’s obligations related to a potential failure of Goodman to obtain debt financing. The Special Committee also stated that if Goodman needed more than two weeks, Goodman’s representative should suggest a break-up fee. These terms were conveyed to Goodman’s counsel by members of the Special Committee.

On April 1, 2013, the Company filed its Annual Report on Form 10-K for the year ended December 31, 2012 and filed a press release announcing its year-end and fourth quarter results.

On April 2, 2013, the Special Committee held a telephonic meeting. Also present were representatives of the Company’s management, outside counsel and Craig-Hallum. Before the meeting the Special Committee was provided updated preliminary financial analysis materials and a preliminary premiums paid analysis from Craig-Hallum, and a March 31^st email response from a representative of Jefferies regarding the Special Committee’s March 29^th response. An update was provided regarding the revised terms and that while Goodman conceptually agreed to a “go-shop” it had held firm on a $3.00 price. The Special Committee discussed price in light of the preliminary financial analysis materials, risk related to running the business dependent on an approximate 90% customer and selling at an unknown, possibly higher value in 12 – 18 months versus an all cash immediate sale price. Management provided an update to the Company’s projected financial prospects for 2013 and 2014. The Special Committee discussed the outcomes of other “go-shop” provisions and what shareholder reaction might be to the Goodman proposal. The Special Committee engaged in further discussion regarding the adequacy of a $3.00 price and possible alternatives to the Goodman transaction, including other transactions as well as not proceeding with any transaction. No discussion was had

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regarding employment agreements for management. After discussion of these matters and given the other terms of the proposed merger, the Special Committee concluded that $3.00 was inadequate and certain Special Committee members were charged with conveying the conclusion to Goodman that the transaction should not proceed.

On April 4, 2013, Messrs. Goodman, Bennett and Miller participated in a conference call regarding the potential transaction and discussed the Special Committee’s conclusions.

On April 7, 2013, based on the April 4, 2013 call among Messrs. Goodman, Bennett and Miller, Goodman sent Multiband a revised, non-binding written proposal to purchase all of the outstanding equity interests of Multiband for $3.25 per share of common stock. The proposal explicitly contemplated a 45-day “go-shop” period and a termination fee of not less than 5% of the enterprise value payable to Goodman under customary circumstances.

On April 7, 2013, the Special Committee held a telephonic meeting to discuss a revised proposal from Goodman. Also present were representatives of the Company’s management, outside counsel and Craig-Hallum. Before the meeting, the Special Committee had received updated preliminary financial analysis discussion materials from Craig-Hallum. The Chair of the Special Committee presented an update on the Goodman transaction and the revised terms which were that a price increase would occur if the “go-shop” period was reduced. Lengthy discussion was had regarding the proposed $3.25 price, the impact of a reduced but “open” “go-shop” timeframe, the inclusion of a bifurcated termination fee, potential shareholder approval of the revised terms, and whether any or no transaction should be pursued. Outside counsel provided additional information regarding the directors’ fiduciary duties and Minnesota law. The Special Committee agreed to counter with $3.35 per share price, a 45 day “open go-shop,” a strategic transaction accommodation to permit the Company to pursue MDUC if Multiband was pursuing another bid, and a bifurcated termination fee of approximately 1.5% and 3%. The Special Committee reviewed the counter terms in further detail, including management’s role going forward as it related to the transaction, and obtaining certain third party consents. The Special Committee confirmed their agreement on the counter terms and certain members were charged with conveying the proposal to Goodman.

On April 8, 2013, Messrs. Bennett and Miller conveyed these revised terms to Goodman via a call.

On April 8, 2013, in response to the earlier April 8, 2013 call, Messrs. Bennett and Miller received a revised, written proposal from Goodman rejecting the $3.35 price and maintaining the $3.25 offer price per share of common stock, rejecting the proposed termination fee, and requiring a minimum 5% termination fee.

On April 9, 2013, the Special Committee held a telephonic meeting to discuss Goodman’s response to the countered terms. Also present were representatives of the Company’s management, outside counsel and Craig-Hallum. The Chair of the Special Committee summarized Goodman’s counter proposal and provided the Special Committee with additional information on a market perspective of the amount of termination fee. Management was asked to provide an update on DirecTV’s expected response to a Goodman transaction. Discussion was had regarding anticipated business results if a transaction proceeded or if a transaction did not proceed. Lengthy discussion was had regarding the proposed $3.25 price, the impact of bidders in a “go-shop” period, and the status of due diligence. Alternatives, including the possibility of not engaging in any transaction, were discussed. Outside counsel provided additional information regarding the directors’ fiduciary duties and Minnesota law, and Goodman’s lack of interest in a reverse merger was also discussed. Discussion was had about the proposed termination fee. Management was excused from the meeting and the Special Committee ultimately agreed to proceed further at the $3.25 per share price, with a mutually acceptable 45 day “open, go-shop” provision, a bifurcated termination fee which would be negotiated by counsel but that was not 5%, and a target signing date of April 22, 2013. No discussion was had regarding employment agreements for management. Outside counsel was asked to draft a response letter conveying the same to Goodman.

On April 9, 2013, outside counsel prepared a response letter based on the foregoing and the letter was mailed and emailed to Goodman on April 10, 2013.

On April 13, 2013, the Special Committee had a telephonic meeting to discuss an update on the status of the counterproposal of April 9^th and the transaction status and process generally. Also present were representatives

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of outside counsel and Craig-Hallum. The Special Committee was apprised that in brief, the remaining point of negotiation was Goodman’s requirement for a termination fee of 5% due to expenses already incurred, having agreed that the parties would proceed at a $3.25 per share price and a 45-day “go-shop”. Lengthy discussion was had on that topic, the reasonableness of a 5% fee, and the amount of expenses potentially incurred by Goodman at that date. The Special Committee also discussed the parties’ conclusion that a DirecTV consent would not be a condition in the merger agreement. Craig-Hallum and outside counsel were asked and provided information about common practice with respect to termination fees, including bifurcation and the inclusion of expenses. After significant discussion, the Special Committee agreed to propose a flat, dollar amount termination fee that was bifurcated: $4.0 million during the “go-shop” and $6.0 million after, which amounts were inclusive of expenses. Certain members were charged with conveying the revised terms to Goodman.

On April 15, 2013, Goodman communicated to Mr. Bennett that the countered terms were acceptable except that the portion of the termination fee payable during the “go-shop” had to be $5.0 million, and that that item was non-negotiable due to expenses already incurred by Goodman. Mr. Bennett promptly informed the Special Committee of this development and polled the Special Committee as to whether they could agree to Goodman’s steadfast insistence on a $5.0 million termination fee, and the Special Committee agreed to this term.

On April 16, 2013, Goodman sent a revised, written proposal to the Special Committee, which the parties executed on April 18, 2013, which provided for, among other things, $3.25 per share price; a 45 day “open, go-shop” provision with matching rights for Goodman; a flat, dollar amount termination fee payable to Goodman, but which fee was bifurcated: $5.0 million during the “go-shop” if the Company entered into a definitive agreement for a superior proposal, and $6.0 million after the “go-shop” in any other case but in customary circumstances (and which amounts were inclusive of expenses); a modified strategic transaction accommodation regarding the MDUC transaction; and an exclusivity period until of April 30, 2013.

From late March through early May, outside counsel and Goodman’s outside counsel negotiated the terms of the merger agreement and exchanged emails and had conference calls to discuss the same. In addition, there were calls with the entire working group, which included representatives of the Special Committee, Multiband management, outside counsel, Craig-Hallum, Goodman, Goodman’s outside counsel, and parties related to Goodman’s debt financing, including Jefferies & Company, Inc., Credit Suisse Securities (USA) LLC and Latham & Watkins LLP, to discuss process and status updates. Throughout this process, and in addition to attendance at the formal meetings, the Special Committee communicated informally amongst themselves and with outside counsel via emails and calls regarding the transaction, and were provided draft copies of the merger agreement and written summaries of certain elements of the agreement.

On May 2, 2013, Goodman, Multiband, Jefferies, Craig-Hallum, and outside counsel for all parties participated in a conference call regarding the potential transaction.

On the afternoon of May 3, 2013, Goodman sent an email to counsel halting the transaction due to disagreement on certain merger agreement terms.

On the morning of May 4, 2013, the Company’s outside counsel and Goodman’s outside counsel recommenced negotiations on the merger agreement.

On May 5, 2013, legal counsel for each party participated in a conference call to discuss open points in the merger agreement.

On May 6, 2013, a draft Merger Agreement and resolutions were circulated because of Goodman’s request to sign on May 8.

On the morning of May 8, 2013, a working group call was had and attended by all parties, during which call the transaction was again halted due to disagreement on certain merger agreement terms. The principal outstanding items over which there was disagreement were the new condition that Multiband obtain a DirecTV consent, revisions to the definition of “Company Material Adverse Effect,” and subsequently, a reduction in price to $3.22/share.

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In the late afternoon of May 8, 2013, the Company’s outside counsel and Goodman’s outside counsel recommenced negotiations on the merger agreement including advising Goodman that the price could not be revised, and resolved the remaining issues, subject to certain procedural matters which matters were to be considered at the Special Committee meeting scheduled for that evening. It was resolved that the following process would be presented to the Special Committee as needing to be completed before the Special Committee would hold a meeting to consider approving and recommending to the Board that Multiband enter into the merger agreement: that first, Goodman would provide an executed signature page to the merger agreement to be held in escrow by its outside counsel, then that Multiband would obtain the DirecTV consent and two other consents, next that Messrs. Mandel and Bell would negotiate independently and enter into employment agreements to preserve the DirecTV business, next that the parties agreed the definition of “Company Material Adverse Effect” would not change, and lastly, the price per common share would remain at $3.25.

In the evening of May 8, 2013, the Special Committee had a telephonic meeting to discuss the status of the negotiations. Also present were representatives of outside counsel. Prior to the meeting, a final draft of the Merger Agreement was circulated to members of the Special Committee and outside counsel provided the Special Committee with a summary of the prior week’s and that day’s activities and proposed the foregoing process. After discussion, the Special Committee agreed to continue with the transaction, subject to the agreed-upon process and terms resolving the remaining open items.

On May 15, 2013, the Board of Directors had a meeting at which it discussed the status of the Goodman negotiations. Also present were a representative of outside counsel and, for a portion of the meeting, a representative of Craig- Hallum. Prior to the meeting, the latest draft of the merger agreement had been provided to the Board members. The Chair of the Special Committee and the representative from outside counsel advised the Board that virtually no progress and little discussion or contact had been made on the merger agreement since the process and final items had been agreed to in concept on May 8^th, including certain third party consents and certain management employment agreements. The Board had lengthy discussion regarding the possible reasons for the delay, how to proceed, and whether to proceed at all given the changes in the market since May 8, particularly given potential issues at a competitor and what impact, if any, that had on Multiband’s prospects. The Board discussed its view that management employment agreements and a DirecTV consent were important items to have resolved prior to entering into a merger agreement because of the Company’s reliance on that 90% customer and because the maintenance of that business is important to a successful close of the merger. At the request of the Special Committee, a representative from Craig-Hallum then joined the meeting via telephone and also provided the Board with an update on the status of the transaction from its perspective, its assessment of the lack of progress on the transaction and its preliminary financial analysis of the deal terms as they stood at that time. Management and Craig-Hallum were then excused from the meeting and the Special Committee continued in executive session and had lengthy discussion regarding the possible reasons for the delay, how to proceed, and whether to proceed at all given the foregoing. At the end of the meeting, the Special Committee authorized reimbursement for managements’ hiring of independent counsel to negotiate employment agreements to help advance the process.

On May 17, 2013, Messrs. Mandel and Bell entered into new employment agreements with Multiband, which agreements’ effectiveness is contingent upon the closing of the merger. These agreements were negotiated by management, with management’s own independent counsel and Goodman, and without input from the Special Committee. However, such agreements were deemed critical to the transaction by the Special Committee to ensure the continuation of the DirecTV business and the validity of the DirecTV consent. These individuals were not involved in the process of negotiating the merger agreement and were not members of the Special Committee due to potential conflicts of interest. For more information on these agreements, see “Post-Closing Management Arrangements” starting on page 48 of this proxy statement.

On May 20, 2013, Goodman’s outside counsel provided Goodman’s executed signature page in escrow to outside counsel and thereafter the Company proceeded to obtain the DirecTV consent. The requirement for a different third party consent was waived by Goodman and it was concluded that another consent was not legally required. DirecTV’s consent was obtained on May 21, 2013.

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On May 21, 2013, the Special Committee and Board of Directors had telephonic meetings to discuss the proposed merger with Goodman. Also present were representatives of outside counsel and Craig-Hallum. Prior to the meetings, a draft of the final merger agreement, which was the same as the draft circulated on May 8^th, and Craig-Hallum’s financial analysis presentation and related materials were provided to all parties. The Chair of the Special Committee provided to the Board an update that all items of the agreement had been finalized and the process had been completed, and that the Special Committee needed to consider whether to enter into the agreement or not. Management was asked lengthy questions regarding the Company’s results and prospects. The representative from Craig-Hallum was asked to and presented Craig-Hallum’s financial analysis of the merger consideration in the merger agreement and delivered its oral opinion to the effect that, as of that date and based on and subject to the matters described in the written opinion, the merger consideration to be received by the holders of Multiband common stock for their shares of common stock (other than as to Dissenting Shares and Excluded Shares) was fair, from a financial point of view, to such holders. For more information on this, see “Proposal No. 1 — The Merger — Opinion of the Financial Advisor to Multiband’s Special Committee” starting on page 34 of this proxy statement.

The Special Committee and the Board of Directors confirmed that the terms of the merger agreement were substantially the same as the last draft that they reviewed. Management was then excused from the meeting and the Special Committee continued in executive session and deliberated on whether to recommend to the Board that the Company enter into the merger agreement. After discussion, the Special Committee voted unanimously to approve and adopt the merger agreement with Goodman and to recommend that Multiband shareholders vote to approve and adopt the merger agreement and the merger. After concluding its deliberations, management was asked to and did rejoin the meeting, at which point the Chair of the Special Committee conveyed its conclusion and recommendation to the full Board. After further discussion of the Special Committee’s recommendation, the Board of Directors voted to approve the merger and adopt the merger agreement and to recommend that Multiband shareholders vote to approve and adopt the merger agreement and the merger. An executed copy of Craig-Hallum’s written opinion was delivered shortly thereafter.

On May 21, 2013, after the Board and Special Committee Meetings, Mr. Mandel executed the merger agreement on behalf of the Company and a copy was delivered to Goodman’s outside counsel, which released the Goodman signature page from escrow.

On May 22, 2013, the Company and Goodman issued a joint press release publicly announcing the transaction and the Company filed a Form 8-K regarding the same.

Also on May 22, 2013, at the direction and under the supervision of the Special Committee, Craig-Hallum began soliciting other potential buyers per the terms of the “go-shop” provision in the Merger Agreement. For more information regarding these activities, please see the section entitled “Acquisition Proposals by Third Parties” beginning on page 62 of this proxy statement.

Recommendation of the Board of Directors; Reasons for the Merger

At the special meetings of the Multiband Special Committee and Board of Directors held on May 21, 2013, the Special Committee and the Board of Directors each determined that the merger was advisable, fair to and in the best interests of Multiband and its shareholders and unanimously approved and adopted the Merger Agreement. Accordingly, the Multiband Board of Directors recommends that Multiband shareholders vote “FOR” approval and adoption of the Merger Agreement and the merger at the special meeting of the Multiband shareholders.

In evaluating the proposed merger, the Multiband Special Committee and Board of Directors consulted with Multiband’s management and legal and financial advisors. In reaching their decision to approve and adopt the Merger Agreement, and to recommend that Multiband shareholders vote to approve and adopt the Merger Agreement and the merger, the Special Committee and Board of Directors considered a variety of factors weighing in favor of the merger, including the factors listed below:

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The Multiband Special Committee and Board of Directors also considered potential risks relating to the merger, including the following:

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In the course of reaching the determinations and decisions, and making the recommendations, described above, the Special Committee and Board of Directors also considered the following factors relating to the procedural safeguards that they implemented to permit the Special Committee to effectively represent the interests of the Company’s shareholders:

The foregoing discussion addresses the material factors considered by the Multiband Special Committee and Board of Directors in their consideration to approve the merger and approve and adopt the Merger Agreement, including factors that support the merger, including certain procedural safeguards, as well as factors that may weigh against it. In view of the variety of factors and the amount of information considered, the Multiband Special Committee and Board of Directors did not find it practicable to quantify or otherwise assign relative weights to, and did not make specific assessments of, the specific factors considered in reaching their determinations. The determinations to approve the merger and approve and adopt the Merger Agreement were made after consideration of all of the factors as a whole and the foregoing discussion does not necessarily contain all of the factors considered by the Multiband Special Committee or Board of Directors as a whole or by individual directors. In addition, individual members of the Multiband Special Committee and Board of Directors may have given different weights to different factors.

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Multiband Financial Projections

Multiband does not, as a matter of course, make available to the public its financial projections. However, Multiband’s management prepared the internal projections (the “Projections”) to present a hypothetical view of future operating results as part of its typical Board of Director materials, and permitted their use by Craig-Hallum in connection with providing its opinion. As such, the Projections were provided to the Board, which includes all of the members of the Special Committee. These financial projections were also made available to Goodman as part of the discussion and negotiation of the Merger Agreement.

Financial Projections for the Four Years Ending December 31, 2016

Fiscal Year Ending December 31		2013				2014				2015				2016
		(Dollars in millions)
Revenue		$	324.2			$	344.4				361.0			$	374.5
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)			21.1				24.4				25.4				26.2
Earnings Before Interest and Taxes (EBIT)			13.8				14.7				18.0				21.8
Capital Expenditures			2.1				1.5				0.5				0.5
Unlevered Free Cash Flow			9.8				19.8				19.2				17.4
Net Income			6.2				7.6				10.3				13.0
Income Tax			4.1				5.1				6.9				8.7
Other			0.2				—				—				—
Interest Expense, net			3.3				2.0				0.8				0.1
EBIT		$	13.8			$	14.7			$	18.0			$	21.8
Depreciation & Amortization			6.1				8.3				6.1				3.0
Stock-Based Compensation			1.1				1.4				1.4				1.4
EBITDA		$	21.1			$	24.4			$	25.4			$	26.2

The Projections were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the Securities and Exchange Commission, U.S. generally accepted accounting principles, or the guidelines established by the American Institute of Certified Public Accountants with respect to the preparation and presentation of projected financial information. The Projections presented, to the best of management’s knowledge and belief, the hypothetical future financial performance of Multiband, subject to the following key assumptions: (i) Multiband in its then-present form and configuration would focus on its existing markets and products; (ii) the market size and potential for Multiband’s products will experience modest growth; (iii) Multiband will achieve projected sales growth through a combination of leveraging existing products and distribution channels, product line enhancements and targeted entry into new geographic markets; (iv) Multiband will make modest investments to grow sales and enhance product offerings; (v) Multiband will be able to maintain and achieve margin assumptions through product cost reductions and improvements and price increases to customers as appropriate; and (vi) Multiband’s operating costs will include the continued costs of public company reporting and compliance, with no effect given to the completion of the merger.

The Projections were prepared in good faith at the time they were made; however, the Projections are hypothetical estimates of Multiband’s future financial performance, and you should not assume that the Projections will remain accurate or reflective of management’s view as of any future date. This information is not fact and Multiband does not assume responsibility if future results are materially different from those forecast. Accordingly, actual results could vary, and likely would vary, significantly from those set forth in the Projections above. The Projections are included solely for the purpose of giving Multiband’s shareholders access to the same non-public information that was provided to Goodman, the Special Committee, the Board of Directors and Craig-Hallum.

Opinion of the Financial Advisor to Multiband’s Special Committee

Pursuant to an engagement letter dated December 26, 2012, the Multiband Special Committee requested that Craig-Hallum Capital Group, LLC (“Craig-Hallum”) render to the Multiband Special Committee an opinion

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as to the fairness, from a financial point of view, to the holders of Multiband common stock of the consideration to be paid to such holders in the merger for their shares of common stock (other than Dissenting Shares and Excluded Shares). At the meeting of the Multiband Special Committee on May 21, 2013, Craig-Hallum rendered its oral opinion, subsequently confirmed in writing, to the Multiband Special Committee to the effect that, as of that date and based on and subject to the assumptions made, matters considered and qualifications and limitations on the review undertaken by Craig-Hallum set forth in such written opinion, the consideration provided for in the Merger Agreement of $3.25 in cash per share of Multiband common stock for their shares of common stock (other than as to Dissenting Shares or Excluded Shares) was fair to the holders of Multiband common stock from a financial point of view.

The full text of the written opinion of Craig-Hallum, dated May 21, 2013, which sets forth, among other things, the assumptions made, matters considered and qualifications and limitations on the review undertaken by Craig-Hallum in rendering its opinion, is attached as Annex B to this proxy statement. Multiband encourages its shareholders to read the opinion carefully in its entirety. Craig-Hallum’s opinion was limited to the fairness, from a financial point of view, of the consideration provided for in the Merger Agreement of $3.25 in cash per share of Multiband common stock to the holders of Multiband common stock for their shares of common stock (other than as to Dissenting Shares and Excluded Shares). Craig-Hallum assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date of its opinion. Craig-Hallum’s opinion was addressed to the Multiband Special Committee and was not intended to and does not constitute a recommendation to any shareholder as to how such shareholder should vote with respect to the merger or any other matter. The summary of Craig-Hallum’s opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of the opinion, which is attached as Annex B to this proxy statement.

In arriving at its opinion, Craig-Hallum, among other things:

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In conducting its review and rendering its opinion, Craig-Hallum, at the direction and with the consent of the Multiband Special Committee: relied upon and assumed the accuracy, completeness and fairness of the financial, accounting and other information discussed with, reviewed by, provided to or otherwise made available to Craig-Hallum, and did not attempt to independently verify, and assumed no responsibility for the independent verification, of such information; relied upon the assurances of Multiband’s management that the information provided was prepared on a reasonable basis in accordance with industry practice, and that management was not aware of any information or facts that made the information provided to Craig-Hallum incomplete or misleading; assumed that there were no material changes in Multiband’s assets, financial condition, results of operations, business or prospects since the date of the last financial statements made available to Craig-Hallum prior to the date of its opinion; assumed that Multiband was not party to any material pending transaction, including any external financing, recapitalization, acquisition or merger, other than the merger; assumed with respect to financial forecasts, estimates of net operating loss tax benefits and other estimates and forward-looking information relating to Multiband and the merger reviewed by Craig-Hallum, that such information reflected the best available estimates and judgments of Multiband’s management at that time; and expressed no opinion as to any financial forecasts, net operating loss or other estimates or forward-looking information of Multiband or the assumptions on which they were based.

Craig-Hallum was not asked to undertake, and did not undertake, an independent verification of any information provided to or reviewed by Craig-Hallum, nor was Craig-Hallum furnished with any such verification and Craig-Hallum does not assume any responsibility or liability for the accuracy or completeness thereof. Craig-Hallum did not conduct a physical inspection of any of the properties or assets of Multiband. Craig-Hallum did not make an independent evaluation or appraisal of the assets or the liabilities (contingent or otherwise) of Multiband, nor was Craig-Hallum furnished with any such evaluations or appraisals, nor did Craig-Hallum evaluate the solvency of Multiband under any state or federal laws.

Craig-Hallum also assumed, at the direction and with the consent of the Multiband Special Committee, that the final executed form of the Merger Agreement did not differ in any material respects from the latest draft provided to Craig-Hallum, and that the merger will be consummated in accordance with the terms and conditions of the Merger Agreement, without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of obtaining the necessary regulatory or third party consents and approvals (contractual or otherwise) for the merger, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on Multiband or Goodman or the contemplated benefits of the merger. Craig-Hallum is not a legal, tax or regulatory advisor and relied upon, without independent verification, the assessment of Multiband and its legal, tax and regulatory advisors with respect to such matters.

In arriving at its opinion, Craig-Hallum was not authorized to solicit, and did not solicit, interest from any party with respect to an acquisition, business combination or other extraordinary transaction involving Multiband or its assets. Craig-Hallum did not consider the relative merits of the merger as compared to any other business plan or opportunity that might be available to Multiband or the effect of any other arrangement in which Multiband might engage. Craig-Hallum was directed by the Multiband Special Committee to provide its opinion as to the fairness, from a financial point of view, of the merger consideration to be received by the holders of Multiband common stock for their shares of common stock (other than as to Dissenting Shares and Excluded Shares) in the proposed merger with Goodman Networks. Craig-Hallum expressed no opinion as to the amount, nature or fairness of consideration or compensation to be received in or as a result of the proposed merger by preferred stock holders, warrant holders, option holders, officers, directors, employees or any other class of such persons or relative to or in comparison with the merger consideration to be received

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by holders of common stock for their common shares. In that regard, Craig-Hallum was advised by Multiband directly or through its other advisors that the amounts received by such preferred stock holders, warrant holders, option holders, officers, directors, employees or other class of such persons in or as a result of the proposed merger are in compliance and accordance with their contract or contract-like rights under the existing terms of their preferred stock and agreements with Multiband. The analyses conducted by Craig-Hallum in reaching its opinion reflected the outstanding shares of Multiband preferred stock as the payment right to which Multiband management and its other advisors represented that such preferred shares were entitled, which was equal to the aggregate liquidation amount of such shares of preferred stock calculated by Multiband management and represented by Multiband management as being the aggregate amount payable with respect to the preferred stock in the Merger. Craig-Hallum’s opinion did not address any other aspect or implication of the merger, the Merger Agreement or any other agreement or understanding entered into in connection with the merger or otherwise.

Craig-Hallum’s opinion was necessarily based upon economic, market, monetary, regulatory and other conditions as they existed and could be evaluated, and the information made available to Craig-Hallum, as of the date of its opinion. Craig-Hallum did not express any opinion as to the prices or trading ranges at which Multiband common stock will trade at any time. Furthermore, Craig-Hallum did not express any opinion as to the impact of the merger on the solvency or viability of the surviving corporation in the merger or the ability of the surviving corporation to pay its obligations when they become due.

Craig-Hallum’s opinion was not intended to and does not constitute a recommendation to any shareholders as to how such holder should vote with respect to the merger or any other matter, and should not be relied upon by any shareholder as such. Craig-Hallum assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date thereof. Craig-Hallum’s opinion was approved by a fairness opinion committee in accordance with established procedures.

The merger consideration was determined through negotiations between Multiband and Goodman and was approved by the Multiband Special Committee. Craig-Hallum provided advice to Multiband and the Multiband Special Committee during these negotiations, but did not recommend any specific consideration to Multiband or the Multiband Special Committee or suggest that any specific consideration constituted the only appropriate consideration for the merger. In addition, Craig-Hallum’s opinion and its presentation to the Multiband Special Committee were one of many factors taken into consideration by the Multiband Special Committee in deciding to approve the merger. Consequently, the analyses as described below should not be viewed as determinative of the opinion of the Multiband Special Committee with respect to the consideration to be paid to the holders of shares of Multiband common stock for their shares of common stock or whether the Multiband Special Committee would have been willing to determine that different consideration was fair.

Summary of Financial Analyses

In accordance with customary investment banking practice, Craig-Hallum employed generally accepted valuation methods in reaching its financial opinion. The following is a summary of the material financial analyses contained in the presentation that was made by Craig-Hallum to the Multiband Special Committee on May 21, 2013, and that were utilized by Craig-Hallum in connection with providing its opinion. The following summary, however, does not purport to be a complete description of the financial analyses performed by Craig-Hallum, nor does the order of analyses described represent the relative importance or weight given to those analyses by Craig-Hallum. Some of the summaries in the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Craig-Hallum’s financial analyses. The following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before May 21, 2013, and is not necessarily indicative of current or future market conditions.

For purposes of its standalone analyses performed on Multiband, Craig-Hallum utilized Multiband’s internal financial projections for calendar years ended December 31, 2013 through December 31, 2016 prepared and furnished to Craig-Hallum by the management of Multiband. Information regarding the net debt, number of fully-diluted shares of common stock outstanding and net operating losses for Multiband was provided by management.

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Selected Comparable Companies Analysis

Craig-Hallum reviewed and compared certain financial information for Multiband to corresponding financial information, ratios and public market multiples for the following publicly traded companies, which, in the exercise of its professional judgment, it believed to be relevant to its analysis and met the criteria of (i) being in the industrial services and construction and engineering industries, (ii) focusing on integrated telecommunications services, light construction and engineering services, and oil and gas services, (iii) focusing on installation services, and (iv) having positive adjusted EBITDA:

Selected Companies:

Craig-Hallum obtained financial metrics and projections for the selected companies from SEC Edgar and S&P Capital IQ (“Capital IQ”). In its analysis, Craig-Hallum derived and compared multiples for Multiband and the selected companies, calculated as follows:

TEV means market capitalization plus all outstanding debt and capital lease obligations plus preferred stock liquidation amount plus minority interest less equity investments in affiliates less cash and cash equivalents. Adjusted EBITDA means operating income (loss) attributable to continuing operations, adjusted to exclude the following items: (a) non-cash employee and director compensation and restructuring charges; (b) amortization; (c) depreciation; and (d) restructuring and any other expenses deemed non-recurring in nature (with respect to the selected companies).

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This analysis indicated the following:

Financial Multiple		25th Percentile*		Median*		75th Percentile*
TEV/LTM Adjusted EBITDA		5.5x		7.5x		8.7x
TEV/2013E Adjusted EBITDA		5.9x		7.3x		7.6x
TEV/2014E Adjusted EBITDA		5.3x		6.1x		6.8x

In reviewing this analysis, Craig-Hallum also considered, among other things, the relative comparability of the selected companies to Multiband. Based upon the foregoing and applying its professional judgment, Craig-Hallum selected the representative ranges of the 25^th percentile to the 75^th percentile for each period. Craig-Hallum then applied the respective representative ranges to adjusted EBITDA for Multiband, resulting in ranges of implied total enterprise values. These total enterprise values were further adjusted for Multiband’s net debt as of March 31, 2013 per Multiband’s 10-Q filing on May 15, 2013, and preferred stock liquidation amount, to calculate ranges of implied common stock equity values. All of the aforementioned implied common stock equity value ranges were then divided by the number of fully-diluted shares outstanding of Multiband based on the treasury-stock method as of March 31, 2013, as reported by Multiband to Craig-Hallum, to calculate the following ranges of implied equity values per share of Multiband common stock:

Financial Multiple		Representative Range		Implied per Common Share Equity Value Reference Range
TEV/LTM Adjusted EBITDA		5.5x – 8.7x*		$1.43 – $3.14
TEV/2013E Adjusted EBITDA		5.9x – 7.6x*		$3.60 – $5.01
TEV/2014E Adjusted EBITDA		5.3x – 6.8x*		$3.83 – $5.23

Craig-Hallum noted that the range of prices of Multiband common stock implied by this analysis was between $1.43 and $5.23 per share, compared to the consideration of $3.25 per share in cash to be paid to the holders of Multiband common stock in the merger for their shares of common stock.

Although Craig-Hallum selected the companies reviewed in the analysis because, among other things, their businesses are reasonably similar to that of Multiband, no selected company is identical to Multiband. In evaluating the financial multiples for the selected companies, Craig-Hallum made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters. Accordingly, Craig-Hallum’s comparison of selected companies to Multiband and analysis of the results of such comparisons was not purely quantitative, but instead necessarily involved qualitative considerations and professional judgments concerning differences in financial and operating characteristics and other factors that could affect the relative values of the selected companies and Multiband.

Precedent Transaction Analysis

Craig-Hallum performed a selected precedent transactions analysis, which is designed to imply a value for a company based on publicly available financial terms of selected transactions that share some characteristics with the merger. Craig-Hallum reviewed and compared the proposed financial terms offered for Multiband to corresponding publicly available financial terms in eight selected acquisitions. Craig-Hallum reviewed precedent transactions that, in the exercise of its professional judgment, it believed to be relevant to its analysis and that met the following criteria: (i) a U.S. based target company that focused on integrated telecommunications services, light construction and engineering services, and oil and gas services, (ii) a target company with a focus on installation services, (iii) announced since January 1, 2008 with publicly available financial terms, (iv) a target company with implied enterprise value of less than $1 billion, and (v) the

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acquisition was not of a minority interest. In its analysis, Craig-Hallum reviewed the following precedent transactions as of the date of announcement:

Acquirer		Target		Date Announced
DirectSat USA, LLC		Skylink, Ltd.		September 2012
Cardno USA, Inc.		ATC Group Services, Inc.		February 2012
Comfort Systems USA, Inc.		ColonialWebb Contractors Co., Inc.		July 2010
Michael Baker Corporation		The LPA Group, Inc.		May 2010
MasTec, Inc.		Precision Pipeline, LLC		November 2009
Quanta Services, Inc.		Price Gregory Services, Inc.		September 2009
DIRECTV Enterprises, LLC		180 Connect, Inc.		April 2008
Timios National Corporation		Safety and Ecology Corporation		March 2008

For each precedent transaction indicated above, using company filings, Capital IQ, and press releases, Craig-Hallum calculated multiples of transaction value to LTM adjusted EBITDA. From this analysis, Craig-Hallum derived the 25^th percentile and the 75^th percentile for the selected precedent transactions set forth in the following table:

25th Percentile*

Median*

75th Percentile*

TEV/LTM Adjusted EBITDA Multiple

3.5x

5.0x

5.8x

In reviewing this analysis, Craig-Hallum also considered, among other things, the relative comparability of the precedent transactions and targets to the merger and Multiband. Based on the foregoing and applying its professional judgment, Craig-Hallum selected a reference range of TEV/LTM Adjusted EBITDA multiples of 3.5x to 5.8x, which reflected a range of the 25^th percentile to the 75^th percentile of the selected precedent transactions, and which Craig-Hallum deemed most meaningful for this analysis. Craig-Hallum applied LTM Adjusted EBITDA as of March 31, 2013 for Multiband to this reference range of multiples to determine a range of implied enterprise values for Multiband. These total enterprise values were further adjusted for Multiband’s net debt as of March 31, 2013 per Multiband’s 10-Q filing on May 15, 2013, and preferred stock liquidation amount, to calculate a range of implied common stock equity value. The implied common stock equity value range was then divided by the number of fully-diluted shares outstanding of Multiband based on the treasury-stock method as of March 31, 2013, as reported by Multiband to Craig-Hallum, to calculate the following range of implied equity values per share of Multiband common stock of $0.25 to $1.57, compared to the consideration of $3.25 in cash per share to be paid to the holders of Multiband common stock in the merger.

Financial Multiple		Representative Range		Implied per Common Share Equity Value Reference Range
TEV/LTM Adjusted EBITDA		3.5x – 5.8x		$0.25 – $1.57

No company or transaction utilized in the selected precedent transactions analysis is identical to Multiband or the merger. In evaluating the precedent transactions, Craig-Hallum made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Multiband, such as the impact of competition on the business of Multiband or the industry generally, industry growth and the absence of any adverse material change in the financial condition and prospects of Multiband or the industry or in the financial markets in general. In particular, Multiband relies significantly on its primary customer DIRECTV. Craig-Hallum did not directly factor this consideration into its financial metrics.

Illustrative Premiums Paid Analysis

Craig-Hallum performed a premiums paid analysis based upon the premiums paid in 105 precedent 100% cash acquisitions of U.S. publicly-traded companies in all sectors with TEVs between $50 million and $150 million that had been successfully completed since January 2009 where at least 80% of the target company was acquired. Craig-Hallum analyzed the transactions to determine the premium paid for the target company as

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determined using the equity value of the target on the date that was one day, one week, one month, three months and six months prior to the deal announcement. Based on this analysis, Craig-Hallum observed the following:

		Premium to Equity Value
		1 Day				1 Week				1 Month				3 Month				6 Month
75th Percentile			72.5	%			80.6	%			82.0	%			75.6	%			81.0	%
Median			42.5	%			46.5	%			44.5	%			48.5	%			48.1	%
25th Percentile			21.9	%			22.7	%			29.0	%			26.1	%			20.8	%

Based on this premiums paid analysis, Craig-Hallum selected the representative ranges of the 25^th percentile to the 75^th percentile for each historical premium to calculate ranges of implied common stock equity values per share of Multiband common stock for Multiband. Craig-Hallum then applied the respective representative ranges to historical trading prices of Multiband, to calculate ranges of implied equity values per share of Multiband common stock:

Premium		Representative Range				Implied per Common Share Equity Value Reference Range
1 Day Premium			21.9% – 72.5	%		$	3.15 – $4.45
1 Week Premium			22.7% – 80.6	%		$	2.69 – $3.95
1 Month Premium			29.0% – 82.0	%		$	2.70 – $3.80
3 Month Premium			26.1% – 75.6	%		$	2.65 – $3.69
6 Month Premium			20.8% – 81.0	%		$	1.78 – $2.66

No company or transaction used in the premiums paid analysis is identical or directly comparable to Multiband or its business or the merger.

Craig-Hallum also reviewed the historical trading price per share of Multiband common stock for the 52-week period ending on May 21, 2013. Craig-Hallum noted that the lowest and highest closing sale prices per share of Multiband common stock during the 52-week period ended on May 21, 2013 were $1.45 and $2.58, compared to the consideration of $3.25 per share in cash to be paid to the holders of Multiband common stock in the merger for their shares of common stock.

Discounted Cash Flow Analysis

Craig-Hallum conducted an illustrative discounted cash flow analysis for the company on a stand-alone basis, which is designed to estimate an implied value of a company by calculating the present value of the estimated future unlevered free cash flows and terminal value of the company. Craig-Hallum calculated a range of implied equity values per share of Multiband common stock based on forecasts of future unlevered free cash flows for the remainder of 2013 as of May 21, 2013 through fiscal year 2016 provided by management of Multiband. Craig-Hallum first calculated unlevered free cash flows (calculated as earnings before interest and taxes, less taxes, plus depreciation and amortization, plus stock-based compensation, less the amount of any increase or plus the amount of any decrease in net working capital, and less capital expenditures) of Multiband for fiscal years 2013 to 2016, using an assumed tax rate of 39.8% (which tax rate was provided by Multiband). Craig-Hallum then calculated a terminal value for Multiband using the perpetuity growth method and the terminal value method. The terminal value for the perpetuity growth method was calculated by applying to the fiscal year 2016 estimated unlevered free cash flow a selected range of perpetuity growth rates of 2.0% to 4.0%, which is slightly above the last 10-year GDP average growth rate. The terminal value for the terminal value method was calculated by applying a range of terminal last twelve month (“LTM”) EBITDA multiples of 3.5x to 5.5x (which range was selected based on Craig-Hallum’s professional judgment after consideration of the precedent M&A transaction multiples for the selected transactions) to Multiband management’s forecast of EBITDA for fiscal year 2016 for Multiband. In addition, Craig-Hallum added Multiband’s net operating loss carryforwards expected to be utilized by the Company’s management to reduce future federal and state taxes, in each case based on the Company’s internal estimates of the Company’s management. These unlevered free cash flows, terminal values and net operating loss carryforwards were then discounted to present values as of May 21, 2013 using a range of discount rates of 13.5% to 17.5% (which

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range was selected based on Craig-Hallum’s professional judgment and derived from an analysis of the estimated weighted average cost of capital using Multiband and the comparable company data) to calculate a range of implied total enterprise values for Multiband. These total enterprise values were further adjusted for Multiband’s net debt as of March 31, 2013 per Multiband’s 10-Q filing on May 15, 2013, and preferred stock liquidation amount, to calculate a range of implied common stock equity values. The aforementioned implied common stock equity value ranges were then divided by the number of fully-diluted shares outstanding of Multiband based on the treasury-stock method as of March 31, 2013, as reported by Multiband to Craig-Hallum, to calculate the ranges of implied equity values per share of Multiband common stock. From this analysis, Craig-Hallum derived the 25^th percentile and the 75^th percentile for the values produced from the discounted cash flow analysis set forth in the following table:

Discounted Cash Flow Analysis		Implied per Common Share Equity Value Reference Range
Perpetuity Growth Method		$	3.59 – $4.64
Terminal Value Method		$	3.09 – $3.81

Miscellaneous

The foregoing summary of material financial analyses does not purport to be a complete description of the analyses or data presented by Craig-Hallum. The preparation of an opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Craig-Hallum believes that the foregoing summary set forth above and its analyses must be considered as a whole and that selecting portions of it, without considering all of its analyses, could create an incomplete view of the processes underlying the analyses and its opinion. No single factor or analysis was determinative of Craig-Hallum’s fairness determination. Rather, Craig-Hallum considered the totality of the factors and analyses performed in arriving at its opinion. Craig-Hallum based its analyses on assumptions that it deemed reasonable, including those concerning general business and economic conditions and industry-specific factors. The other principal assumptions upon which Craig-Hallum based its analysis have been described under the description of each analysis in the foregoing summary. Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by Craig-Hallum are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, Craig-Hallum analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which securities may trade at the present time or at any time in the future or at which businesses actually could be bought or sold.

As part of its investment banking business, Craig-Hallum and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions. Craig-Hallum was selected as financial advisor to Multiband and the Multiband Special Committee with respect to the merger on the basis of Craig-Hallum’s experience and its familiarity with Multiband and the industry in which Multiband operates.

Pursuant to the engagement letter dated December 26, 2012, Multiband agreed to pay Craig-Hallum fees for its services which are currently estimated to be approximately $2.1 million in the aggregate as of the date of this filing. The fees payable to Craig-Hallum are as follows: (i) a fee equal to 1.5% of the Aggregate Transfer Value of a Sale or Merger (as such terms are defined in the engagement letter), whether with Goodman or another party pursuant to the solicitation permitted under the Merger Agreement, (ii) $350,000 upon delivery of Craig-Hallum’s opinion, and (iii) if a Sale or Merger does not occur and a break-up or termination fee is payable to Multiband, a fee equal to 25% of such termination or break-up fee. Multiband also agreed to reimburse Craig-Hallum for its out-of-pocket expenses and to indemnify Craig-Hallum for certain liabilities arising out of the performance of such services (including the rendering of its opinion). In addition, Craig-Hallum has performed other investment banking and financial advisory services for Multiband in the past, during which time Craig-Hallum became familiar with Multiband, its financial attributes and its management, and for which services Craig-Hallum received customary compensation. Specifically, during the two years preceding the date of its opinion, Craig-Hallum was engaged to serve as the sole book-running manager on Multiband’s $39 million underwritten follow-on equity offering in May 2011 for which

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Craig-Hallum received commissions of $1,031,124 and approximately $185,000 in expense reimbursement from Multiband and commissions of $1,191,642 from a selling shareholder who participated in such offering. In addition, Craig-Hallum received a $45,000 fee in conjunction with Sapphire Financial’s placement of Multiband debt in March 2013. Craig-Hallum has never been retained by Goodman for any services and has never been paid any compensation by Goodman. In the ordinary course of business, Craig-Hallum and its affiliates may actively trade or hold the securities of Multiband or any of their affiliates for Craig-Hallum’s or Multiband’s account or for others and, accordingly, may at any time hold a long or short position in such securities. In addition, Craig-Hallum makes a market in Multiband’s common stock and provides research coverage on the Company’s common stock.

Craig-Hallum’s analyses were prepared solely as part of Craig-Hallum’s analysis of the fairness, from a financial point of view, as of May 21, 2013, of the consideration to be paid to the holders of Multiband common stock for their shares of common stock in the merger (other than as to Dissenting Shares or Excluded Shares) and were provided to the Multiband Special Committee in that connection. The opinion of Craig-Hallum was only one of the factors taken into consideration by the Multiband Special Committee in making its determination to approve the Merger Agreement and the merger.

Effects of the Merger

Legal Effects under Minnesota Law.  At the effective time of the merger, Merger Sub will merge with and into Multiband and Multiband will continue as the surviving corporation and as a wholly-owned subsidiary of Goodman. As the surviving corporation after the merger, Multiband will have all the property, rights and powers of Multiband and Merger Sub before the merger, and it will be liable for all of the debts, liabilities and obligations of Multiband and Merger Sub before the merger. After the merger, the separate corporate existence of Merger Sub will cease.

Articles of Incorporation and Bylaws of the Surviving Corporation.  The articles of incorporation and bylaws, as amended, of Multiband as in effect immediately before the effective time of the merger will be amended to read in the form attached as Exhibit A and B, respectively, to the Merger Agreement, and will be the articles of incorporation and bylaws of the surviving corporation upon completion of the merger.

Directors and Officers of the Surviving Corporation.  The directors of Merger Sub immediately before the merger will continue as directors of the surviving corporation after the merger, and the surviving corporation will, at the effective time of the merger appoint James L. Mandel as the Chief Executive Officer of the surviving corporation and Steven M. Bell as the Chief Financial Officer of the surviving corporation. No Multiband director will continue as a director of Multiband or become a director of Goodman once the merger is consummated.

Exchange of Securities.  At the effective time of the merger,

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Effects on Nasdaq Listing and Exchange Act Registration.  Upon completion of the merger, Multiband common stock will be delisted from the NASDAQ Capital Market and price quotations will no longer be available. Multiband common stock is currently registered under the Securities Exchange Act of 1934 (the “Exchange Act”). Following the merger, registration of Multiband common stock under the Exchange Act will be terminated, and Multiband will be relieved of its obligation to comply with the public reporting requirements of the Exchange Act. Accordingly, Multiband will no longer be required to file periodic reports with the SEC, such as annual reports on Form 10-K, quarterly reports on Form 10-Q or current reports on Form 8-K. In addition, Multiband will no longer be subject to the proxy rules in Regulation 14A and the short-swing trading profit provisions of Section 16 of the Exchange Act.

Interests of Multiband Directors and Executive Officers in the Merger

In considering the recommendation of the Board of Directors to approve and adopt the Merger Agreement and the merger, you should be aware that some of Multiband’s directors and officers have interests in the merger or have relationships, including those referred to below, that may present actual or potential, or the appearance of actual or potential, conflicts of interest in connection with the merger. The Special Committee and the Board of Directors were aware of these actual or potential conflicts of interest and considered them along with other matters that have been described in this proxy statement under the heading “The Merger — Reasons for the Merger.”

Ownership of Multiband Stock.  Most of our directors and executive officers own Multiband common stock and, like our shareholders, will be entitled to receive $3.25 in cash in exchange for the cancellation of their shares of common stock pursuant to the terms of the Merger Agreement as detailed in the following table. The table shows the number of shares of common stock held by each of our directors and executive officers and the amounts each will receive in Common Merger Consideration upon completion of the merger. We also refer you to the information included elsewhere in this proxy statement under the heading “Security Ownership of Principal Shareholders and Management of Multiband” for information regarding our current directors and executive officers and their beneficial share ownership in Multiband.

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Name of Director or Executive Officer		Number of Shares of Common Stock				Amount to be Paid upon Completion of the Merger
Steven M. Bell			111,473			$	362,287
Frank Bennett			343,291				1,115,696
Eugene Harris			114,145				370,971
James L. Mandel			291,631				947,801
Donald Miller			258,615				840,499
Peter Pitsch			17,006				55,270
Martin Singer, Ph.D.			12,000				39,000
Stephen Kezirian			20,000				65,000
David Ekman			320,217				1,040,705
Kent Whitney			38,200				124,150
Tom Beaudreau			—				—
Total			1,526,578			$	4,961,379

Ownership of Multiband Preferred Stock.  One of our officers, David Ekman, owns shares of Class C Multiband Preferred Stock as detailed in the following table.

Name of Executive Officer		Number of Shares of Preferred Stock Class C				Amount to be Paid upon Completion of the Merger
Dave Ekman			109,000			$	1,090,000
Total			109,000			$	1,090,000

Ownership of Multiband Stock Options.  All of our directors and executive officers hold options to purchase shares of Multiband common stock. Our directors and executive officers will, like the other holders of Multiband stock options, be entitled to receive cash in exchange for the cancellation of their stock options pursuant to the terms of the Merger Agreement. The following table shows the number of stock options held by each of our directors and executive officers and the amounts each of these directors and officers will receive with respect to their Multiband stock options upon completion of the merger:

Name of Director or Executive Officer		Number of Options				Amount to be Paid upon Completion of the Merger
Steven M. Bell			236,859			$	230,930
Frank Bennett			110,401				93,330
Eugene Harris			110,401				93,330
James L. Mandel			1,264,469				1,346,636
Donald Miller			140,401				99,580
Peter Pitsch			30,846				22,416
Martin Singer, Ph.D.			23,663				33,625
Stephen Kezirian			23,663				33,625
David Ekman			90,000				90,000
Kent Whitney			100,000				140,000
Tom Beaudreau			150,000				217,500
Total			2,280,703			$	2,400,972

Any amounts actually paid to these directors and executive officers for the cancellation of their stock options will be reduced by any applicable withholding taxes.

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Ownership of Multiband Restricted Stock.  Four of our executive officers own shares of restricted stock. Our executive officers will, like the other holders of restricted stock, be entitled to receive cash in exchange for the cancellation of their restricted stock pursuant to the terms of the Merger Agreement. The following table shows the number of shares of restricted stock held by each of our executive officers and the amounts each of these officers will receive with respect to their Multiband restricted stock upon completion of the merger:

Name of Executive Officer		Number of Shares of Restricted Stock				Amount to be Paid upon Completion of the Merger
Steven M. Bell			47,695			$	155,009
James L. Mandel			143,589				466,664
David Ekman			12,500				40,625
Kent Whitney			35,000				113,750
Total			238,784			$	776,048

Any amounts actually paid to these directors and executive officers for the cancellation of their restricted stock will be reduced by any applicable withholding taxes.

Ownership of Multiband Warrants to Purchase Common Stock.  Two of our directors hold warrants to purchase shares of Multiband common stock. Our directors will, like the other warrant holder, be entitled to receive cash in exchange for the cancellation of their warrants pursuant to the terms of the Merger Agreement. The following table shows the number of shares of common stock issuable pursuant to the warrants held by each of our directors and the amounts each of these directors will receive with respect to their Multiband warrants upon completion of the merger:

Name of Director		Number of Shares of Common Stock Underlying Warrant				Amount to be Paid upon Completion of the Merger
Frank Bennett			31,849			$	46,181
Eugene Harris			11,301				16,386
Total			43,150			$	62,567

Any amounts actually paid to these directors for the cancellation of their warrants will be reduced by any applicable withholding taxes.

Aggregate Consideration.  The following table identifies the aggregate merger consideration (prior to reduction for any applicable withholding taxes) payable to all of our executive officers and Directors in connection with the conversion and/or cancellation of the Multiband securities identified in each column as a result of the merger.

Name of Director or Executive Officer		Amount to be Paid for Shares of Common Stock				Amount to be Paid for Shares of Preferred Stock, Class C				Amount to be Paid for Options				Amount to be Paid for Shares of Restricted Stock				Amount to be Paid for Common Stock Underlying Warrant				Total ($)
Steven M. Bell		$	362,287				—			$	230,930			$	155,009				—			$	748,226
Frank Bennett		$	1,115,696				—			$	93,330				—			$	46,181			$	1,255,207
Eugene Harris		$	370,971				—			$	93,330				—			$	16,386			$	480,687
James L. Mandel		$	947,801				—			$	1,346,636			$	466,664				—			$	2,761,101
Donald Miller		$	840,499				—			$	99,580				—				—			$	940,079
Peter Pitsch		$	55,270				—			$	22,416				—				—			$	77,686
Martin Singer, Ph.D.		$	39,000				—			$	33,625				—				—			$	72,625
Stephen Kezirian		$	65,000				—			$	33,625								—			$	98,625
David Ekman		$	1,040,705			$	1,090,000			$	90,000			$	40,625				—			$	2,261,330
Kent Whitney			124,150				—			$	140,000			$	113,750				—			$	377,900
Tom Beaudreau			—				—			$	217,500				—				—			$	217,500
Total		$	4,961,379			$	1,090,000			$	2,400,972			$	776,048			$	62,567			$	9,290,966

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Employment Agreements with Named Executive Officers

The Company entered into employment agreements with Mr. Mandel and Mr. Bell on April 25, 2011, which provide for annual compensation and the receipt of certain payments upon particular termination events or a change in control of the Company. In addition, the employment agreements have initial terms ending December 31, 2014 and automatically renew for successive 12-month terms unless terminated by either party.

Pursuant to Mr. Mandel’s employment agreement, he is entitled to an initial annual base salary of $525,000 which amount increased to $550,000 for the 2013 calendar year and is to increase to $575,000 for the 2014 calendar year; a $300,000 signing bonus which was paid in three equal installments of $100,000 each on May 1, 2011, 2012, and 2013; and incentive awards pursuant to our incentive compensation plan, contingent on Mr. Mandel meeting certain annual performance objectives agreed to by him and the Compensation Committee. For each year of the employment term, Mr. Mandel is eligible to earn a short term incentive award in an amount of up to 75% of his then current annual base salary, which amount can be increased, in our Compensation Committee’s sole discretion, up to 100% of his then current annual base salary to reward his superior performance, and a long term incentive award in an amount of up to 100% of his then current annual base salary with no opportunity for increase based on superior performance.

Pursuant to Mr. Bell's employment agreement, he is entitled to an annual base salary of not less than $315,000, or a higher annual rate if approved by the Chief Executive Officer, a $100,000 retention bonus, and incentive awards pursuant to our incentive compensation plan, contingent on Mr. Bell meeting certain annual performance objectives established by the Chief Executive Officer. For each year of the employment term, Mr. Bell is eligible to earn a short term incentive award and a long term incentive award, each in an amount of up to 50% of his then current annual base salary, with 50% of each incentive award based on objective criteria established by the Chief Executive Officer, and the remaining 50% of each incentive award based on the Chief Executive Officer’s subjective evaluation of Mr. Bell’s performance.

Pursuant to their employment agreements, in the event that either Mr. Mandel or Mr. Bell is terminated without cause by us, the executive will receive severance pay in the form of salary continuation of his then current annual base salary for the lesser of (i) 36 months from the executive’s termination date or (ii) the remaining term of the executive’s employment agreement, plus a pro-rata percentage of his incentive awards earned or awarded, if any, for the number of full calendar quarters the executive was employed by us.

Pursuant to their employment agreements, in the event that a change in control leads to either executive’s termination without cause, all deferred or other compensation due to him under his employment agreement, including, without limitation, severance pay, stock options, stock grants, incentive awards, and cash bonuses, will become immediately due and payable and all stock options and grants will accelerate in vesting and will immediately vest in full. The executives shall not be entitled to any acceleration of vesting of compensation if a change in control does not lead to the executive’s termination.

In addition, the Company entered into an employment agreement with Mr. Tom Beaudreau, President — MDU Division, on December 1, 2011, which had a twelve-month term ending December 1, 2012. The agreement provided for annual compensation with a base salary of $250,000 and a performance bonus of up to 50% of his base salary, contingent on Mr. Beaudreau meeting certain annual performance objectives established by the Chief Executive Officer. If awarded, 50% of any performance bonus was to be paid in cash and the remaining 50% was to be paid in common stock options or grants governed by the terms and conditions of our stock plans. Pursuant to his employment agreement, in the event that Mr. Beaudreau was terminated without cause by Multiband, he would have received severance pay in the form of salary continuation of his then current annual base salary for 12 months plus a pro-rata percentage of his performance bonus earned or awarded, if any, for the number of full calendar quarters Mr. Beaudreau was employed by Multiband. Mr. Beaudreau remains currently employed by Multiband.

The Company maintains a key man life insurance policy in the amount of $1,000,000 on the life of Steven Bell. The Company is the beneficiary of this policy and has adopted a plan to pay fifty percent of all life insurance proceeds to the spouse or surviving children of Mr. Bell.

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Golden Parachute Compensation

The compensation that our named executive officers would be eligible to receive if they were terminated in connection with the merger, including accelerated vesting of restricted stock and stock options, is as set forth on the Golden Parachute Compensation table included below. These amounts are not currently expected to be paid. Please see “Post-Closing Management Arrangements” below.

The advisory vote on the “golden parachute” compensation that may be received by our named executive officers in connection with the merger will be approved if it receives the approval of a majority of the votes represented by the shares of common stock present and entitled to vote thereon.

Post-Closing Management Arrangements

As of the date of this proxy statement, we have entered into employment agreements with two members of our management, James L. Mandel and Steven M. Bell, in connection with the merger, but which are not effective until consummation of the merger. These agreements were negotiated by Goodman and the executives independently of the merger agreement negotiations, and with the executives’ separate legal counsel and were considered by the Special Committee to be important to the continuation of the DirecTV business, a 90% customer of Multiband, because maintenance of such business is important to a successful close of the merger. Goodman has informed us that it currently expects to retain members of our management team following the merger, and that it anticipates that James L. Mandel, our Chief Executive Officer, will continue as Chief Executive Officer of the surviving corporation, and that Steven M. Bell, our Chief Financial Officer, will continue as Chief Financial Officer of the surviving corporation following closing of the merger. What follows is a brief summary of the material terms of the employment agreements for Messrs. Mandel and Bell that will be effective upon consummation of the merger.

Under the new agreements, both Mandel and Bell will be employed for three years from the completion of the merger, subject to certain early termination provisions. Mr. Mandel’s agreement provides him an annual base salary of $575,000. Mr. Bell’s agreement provides him an annual base salary of $335,000. Both Messrs. Mandel and Bell are entitled to certain retention and incentive bonuses, including stock options in Goodman, if certain tenure and/or performance criteria are met. Should either Mandel or Bell be terminated without cause during the term of the agreement, they would be entitled to eighteen months base salary as severance. Copies of the forms of these agreements were filed with the SEC as Exhibits 10.1 and 10.2 to the Company’s Current Report on Form 8-K filed on May 22, 2013. Please see “Where You Can Find More Information” on page 76 of this proxy statement.

In connection with the merger and the Merger Agreement, we expect that other executives of Multiband, including Messrs. Ekman, Whitney and Beaudreau, will enter into employment agreements with Goodman. At this time, the terms of agreements with certain executives, including Messrs. Ekman, Whitney and Beaudreau, are being negotiated, but no agreements have been finalized.

Indemnification

Multiband has also agreed under the Merger Agreement to purchase a directors’ and officers’ “tail” liability policy covering six (6) years following the completion of the merger, which policy shall be substantially equivalent to either the current directors’ and officers’ liability insurance or as much coverage as may be purchased for 300% of the current annual premium paid by Multiband for such insurance coverage. The Merger Agreement also provides that the provisions of the articles of incorporation and bylaws of the surviving corporation regarding indemnification shall not be amended, modified or repealed for six (6) years following the effective time in a manner that adversely affects these indemnification rights.

Golden Parachute Compensation for Multiband Corporation Named Executive Officers

The following table sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each of our named executive officers that is based on or otherwise relates to the merger, assuming the following:

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Golden Parachute Compensation Table

Named Executive Officer		Cash(1)				Equity(2)				Perquisites/ Benefits(8)				Total
James L. Mandel Chief Executive Officer		$	758,333	(3)		$	1,813,300	(3)		$	—			$	2,571,633
Steven M. Bell Chief Financial Officer		$	420,000	(4)		$	385,939	(4)		$	—			$	805,939
David Ekman Chief Information Officer		$	—			$	130,625	(5)						$	130,625
Kent Whitney Chief Operating Officer		$	—			$	253,750	(6)		$	—			$	253,750
Tom Beaudreau President MDU Division		$	—			$	217,500	(7)		$	—			$	217,500

As described above, in connection with the merger, the vesting of all outstanding stock options and restricted stock will accelerate in full for all holders of such securities so that such stock options and restricted stock will become fully vested immediately prior to the completion of the merger and will be cashed out in the merger.

The advisory vote on the “golden parachute” compensation that may be received by our named executive officers in connection with the merger will be approved if it receives the approval of a majority of the votes represented by the shares of common stock present and entitled to vote thereon. However, the vote on the “golden parachute” compensation is an advisory vote and if approval on that matter is not obtained, it will not affect the vote on the merger or amounts executives may receive in the merger. Please see “Proposal No. 2 — Advisory Vote on Golden Parachute Compensation” on page 75 of this proxy statement.

Please note that apart from the amounts of equity related consideration payable to the Company’s named executive officers (solely in their capacity as securityholders of the Company’s securities) if the merger is consummated, which amounts are described in the section of this proxy statement entitled “Interests of Multiband Directors and Executive Officers in the Merger” and more particularly, in the table under the

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section entitled “Aggregate Consideration” on page 46 of this proxy statement, the Company presently expects that the amounts described in the Golden Parachute Compensation Table above will not be paid due to the expectation regarding these executives’ continued employment post-merger. Rather, and though such amounts would be payable under certain circumstances involving the termination of a named executive officer in connection with the merger, such events are not presently anticipated, and the foregoing information is being provided solely to comply with proxy statement disclosure requirements.

Material U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of certain material United States federal income tax consequences of the merger to Multiband, Goodman and Multiband shareholders whose shares of Multiband common stock are held as capital assets and converted into the right to receive $3.25 in cash in the merger. Because this discussion is a summary, it does not include an analysis of all potential federal income or other tax effects of the merger.

For example, this summary:

This summary assumes that shareholders have held their Multiband common stock as a “capital asset” under the Internal Revenue Code. Generally, a “capital asset” is property held for investment.

This summary is based on the current provisions of the Internal Revenue Code, applicable Treasury Regulations, judicial authorities and administrative rulings and practice, as in effect on the date hereof. It is possible that the Internal Revenue Service will take a contrary view with respect to the issues discussed herein. Neither Multiband nor Goodman nor any of their affiliates or subsidiaries, respectively, has sought or intends to seek a ruling from the Internal Revenue Service with respect to any aspect of the merger. Future legislative, judicial or administrative changes or interpretations could alter or modify the statements and conclusions set forth in this section. Any of these changes or interpretations could be retroactive and could affect the tax consequences of the merger to you.

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You should consult your own tax advisor with respect to the particular tax consequences of the merger, including the applicability and effect of any state, local or foreign tax laws, and of changes in applicable tax laws.

Treatment of Holders of Multiband Common Stock.  The conversion of your shares of Multiband common stock into the right to receive $3.25 in cash in the merger, or pursuant to the exercise of your dissenters’ rights, will be fully taxable to you for U.S. federal income tax purposes. Subject to the assumptions and limitations described above, you will recognize a capital gain or loss equal to the difference between:

Generally, your tax basis in your shares of Multiband common stock will be equal to what you paid for your shares. The amount, character and timing of such gain or loss generally will be determined separately with respect to each block of Multiband common stock owned by you.

If you are an individual, trust or estate:

If you are a corporation,

Backup Withholding.  You may be subject to federal backup withholding up to the rate of 28% with respect to the gross proceeds you receive from the conversion of your Multiband common stock in the merger unless you:

If after the merger you do not provide the paying agent with your correct taxpayer identification number or any other documents or certifications required by the Internal Revenue Service, including among others, a Form W-9 or a substitute for this Form, you may be subject to penalties imposed by the Internal Revenue Service. Any amount withheld under these backup withholding rules will be creditable against your federal income tax liability. The paying agent will report to you and to the Internal Revenue Service the amount of any reportable payment made to you (including payments made to you pursuant to the merger) and any amount withheld pursuant to the merger.

THE UNITED STATES FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX CONSEQUENCES RELEVANT TO MULTIBAND SHAREHOLDERS. MULTIBAND SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF THE MERGER TO THEM IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.

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Regulatory Requirements

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the HSR Act, and the rules that have been promulgated under the HSR Act, acquisitions of a sufficient size may not be completed unless notification and information has been furnished to the Antitrust Division of the U.S. Department of Justice, or the DOJ, and to the U.S. Federal Trade Commission, or the FTC, and applicable waiting period requirements have been satisfied or early termination of the waiting period has been granted. The merger between Multiband and Goodman is subject to the provisions of the HSR Act.

Goodman and Multiband made the required filings concerning the merger with the Antitrust Division of the U.S. Department of Justice and the Federal Trade Commission under the HSR Act on June 7, 2013 and requested early termination of the waiting period. The request for early termination of the waiting period was granted on and became effective June 14, 2013.

At any time before or after consummation of the merger, notwithstanding the termination of the waiting period under the HSR Act, the Antitrust Division of the DOJ or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger, or part of it, seeking divestiture of substantial assets of Multiband or Goodman, requiring Multiband or Goodman to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the completion of the merger, and notwithstanding the termination of the waiting period under the HSR Act, any state could take such action under state law or the antitrust laws of the United States as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of Multiband or Goodman. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

In addition, the parties also agreed in the Merger Agreement that the merger cannot be completed until the receipt of the consent by Final Order of the Federal Communications Commission (“FCC”) regarding certain license transfers. The FCC Transfer Applications were filed on June 14, 2013. On June 19, 2013, the FCC issued a Public Notice regarding one of the Transfer Applications. We presently expect that upon expiration of the 14 day notice period, this Application will be granted.

There can be no assurance that the regulatory approvals described above will be obtained and, if obtained, there can be no assurance as to the timing of any approvals, the ability of Goodman or Multiband to obtain the approvals on satisfactory terms or the absence of any litigation challenging such approvals. There can also be no assurance that any governmental entity or any private party will not attempt to challenge the merger on antitrust grounds and, if such a challenge is made, there can be no assurance as to its result.

Fees and Expenses

Whether or not the merger is completed, in general, all fees and expenses incurred in connection with the merger will be paid by the party incurring those fees and expenses. Multiband may be obligated to pay Goodman a termination fee of $5.0 million or $6.0 million if the Merger Agreement is terminated under specific circumstances, including termination by Multiband in connection with a superior proposal. The termination fee amount includes all fees and expenses. In addition, Goodman has agreed to reimburse Multiband up to $1.5 million for various fees and expenses if Goodman breaches the Merger Agreement. See “The Merger Agreement — Termination Fee; Expenses.”

Delisting and Deregistration of Multiband Common Stock After the Merger

If the merger is completed, Multiband’s common stock will be delisted from The NASDAQ Capital Market and deregistered under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Thereafter, the provisions of the Exchange Act will no longer apply to us, including the requirements to file periodic reports with the SEC and to furnish a proxy or information statement to our shareholders in connection with meetings of our shareholders.

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THE MERGER AGREEMENT

The following is a summary of the material terms of the Merger Agreement, which is attached to this proxy statement as Annex A and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. To understand the merger more fully, and for a more complete legal description of the merger, you are urged to read carefully the Merger Agreement, which is the legal document governing this transaction, and this entire proxy statement, including the annexes.

Explanatory Note Regarding the Merger Agreement

The description of the Merger Agreement has been included to provide investors and Multiband shareholders with information regarding its terms and is not intended to provide to any person not a party thereto any other factual information about Multiband. The Merger Agreement contains representations and warranties of the Company, Merger Sub and Goodman, negotiated between the parties and made as of specific dates solely for purposes of the Merger Agreement, including setting forth the respective rights of the parties with respect to their obligations to complete the Merger. This description of the representations and warranties is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. As a result, no person should rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Goodman or Merger Sub or any of their respective subsidiaries or affiliates.

The Merger

The Merger Agreement provides that, subject to approval by our shareholders and satisfaction of certain other conditions described below at “— Conditions to Consummation of the Merger,” Merger Sub will merge with and into Multiband, with Multiband as the surviving corporation. After consummation of the merger, Multiband will become a direct, wholly-owned subsidiary of Goodman and the separate corporate existence of Merger Sub will cease. The articles of incorporation and bylaws, as amended, of Multiband as in effect immediately before the effective time of the merger will be amended to read in the form attached as Exhibits A and B, respectively, to the Merger Agreement, and will be the articles of incorporation and bylaws of the surviving corporation upon completion of the merger. The directors of Merger Sub immediately before the merger will continue as directors of the surviving corporation after the merger, and the surviving corporation will, at the effective time of the merger, appoint James L. Mandel as the Chief Executive Officer of the surviving corporation and Steven M. Bell as the Chief Financial Officer of the surviving corporation.

Closing; Effect of the Merger

Under the Merger Agreement, subject to the satisfaction or waiver of the conditions to the merger, the closing of the merger will occur within two business days of the date on which the last of the closing conditions are fulfilled or waived, or on such other date as the parties may mutually agree. The merger will be completed and become effective at the time the articles of merger are filed with the Minnesota Secretary of State or at such later time or date as the parties agree and set forth in the articles of merger. This is referred to as the effective time of the merger. At the closing, the parties will cause the articles of merger to be filed with the Minnesota Secretary of State.

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We are working to complete the merger as quickly as possible. Assuming the Merger Agreement and the merger are approved at the special meeting, we currently plan to complete the merger during the third quarter of calendar year 2013. However, completion of the merger could be delayed if there is a delay in satisfying any conditions to the merger. There can be no assurances as to whether, or when, the parties will complete the merger.

Treatment of Multiband Corporation Securities

Merger Consideration

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Payment for Securities

Continental Stock Transfer & Trust Company, or the paying agent, will act as the agent for payment of the merger consideration to the holders of certain Multiband securities. At or before the effective time of the merger, Goodman or Merger Sub will deposit or cause to be deposited with the paying agent for the benefit of Multiband’s security holders, cash in an aggregate amount equal to the consideration due to the holders of common stock, preferred stock, stock options, restricted stock and warrants who have complied with the terms of the Merger Agreement (such amount being hereinafter referred to as the “fund”).

Instructions with regard to the surrender of certificates formerly representing shares of Multiband common and preferred stock, together with the letter of transmittal to be used for that purpose, will be mailed to Multiband’s shareholders by the paying agent as soon as practicable after the effective time of the merger. Following receipt from the shareholder of a duly executed letter of transmittal, together with (i) in the case of shares of Multiband common or preferred stock represented by a certificate, receipt of any such certificate and (ii) in the case of shares of Multiband common or preferred stock held in book-entry form, the receipt of an agent’s message, and any other items specified by the letter of transmittal, the paying agent will pay to such shareholder an amount equal to the respective common or preferred per share merger consideration, without interest and less any applicable withholding tax.

No transfer of shares of Multiband common or preferred stock will be made on the stock transfer books of the surviving corporation after the effective time of the merger. After the effective time of the merger, previous shareholders will have no rights with respect to shares of common or preferred stock of Multiband except to receive the merger consideration or statutory dissenters’ rights if they have properly demanded and not withdrawn or lost such rights.

Any amount remaining in the fund after one year after the effective time of the merger may be refunded to Goodman at its option, and any previous shareholders of Multiband who have not theretofore surrendered their shares in exchange for the merger consideration will be entitled to payment of the merger consideration only from the surviving corporation, without any interest thereon.

If payment with respect to any shares of Multiband common or preferred stock is to be made to a person other than the person in whose name the certificate or shares in book-entry form is registered, the person requesting the payment will pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the certificates or shares in book-entry form surrendered.

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SHAREHOLDERS OF MULTIBAND SHOULD NOT FORWARD THEIR STOCK CERTIFICATES TO THE PAYING AGENT WITHOUT A LETTER OF TRANSMITTAL AND SHOULD NOT RETURN THEIR STOCK CERTIFICATES WITH THE ENCLOSED PROXY.

Shares Held by Dissenters

General

Each outstanding share of Multiband common or preferred stock that is held of record or beneficially owned by a person who has properly exercised and preserved and perfected dissenters’ rights with respect to such share under the MBCA, and has not withdrawn or lost such rights will not be converted into or represent the right to receive the respective common or preferred merger consideration, but instead will be treated in accordance with the MBCA unless and until such person effectively withdraws or loses such person’s right to payment under the MBCA. Each person holding of record or beneficially owning dissenting shares will be entitled only to such rights as are granted under the MBCA. See “Dissenters’ Rights.”

Lost Stock Certificates

In the event that any stock certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the reasonable replacement requirements established by the paying agent (including, if required by the paying agent or Goodman, the posting of a bond), the paying agent shall deliver in exchange for the lost, stolen or destroyed stock certificate the applicable merger consideration payable in respect of the common or preferred shares represented by the stock certificate.

Representations and Warranties

Representations and Warranties of Multiband.  Multiband makes various representations and warranties in the Merger Agreement with respect to us and our subsidiaries that are subject, in some cases, to disclosures and specified exceptions and qualifications. Our representations and warranties relate to, among other things:

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Representations and Warranties of Goodman and Merger Sub.  Goodman and Merger Sub make various representations and warranties in the Merger Agreement that are subject, in some cases, to disclosure and specified exceptions and qualifications. Goodman’s and Merger Sub’s representations and warranties relate to, among other things:

You should be aware that these representations and warranties made by Goodman and Merger Sub to us may be subject to important qualifications set forth in the Merger Agreement, and do not purport to be accurate as of the date of this proxy statement or provide factual information about Goodman or Merger Sub to Multiband’s shareholders.

The representations and warranties of Multiband and Goodman contained in the Merger Agreement expire upon completion of the merger. The representations and warranties in the Merger Agreement are complicated, are not identical as between Multiband and Goodman and are not easily summarized. You are urged to carefully read Articles 3 and 4 of the Merger Agreement entitled “Representations and Warranties of the Company” and “Representations and Warranties of Parent and Merger Sub.”

Any reference to a “Company Material Adverse Effect” of Multiband (which includes its subsidiaries) means an event, circumstance, change, effect, development, condition, occurrence or state of facts (each a “Change”) that, individually or in the aggregate with any other Change or Changes is or is reasonably expected to be materially adverse to (i) the ability of the Company to perform its obligations under, or to consummate the merger on a timely basis or (ii) the condition (financial or otherwise), business, assets, liabilities, results of operations or prospects of Multiband taken as a whole; provided, however, that no Change, to the extent resulting from any of the following events, changes, effects, developments, conditions or occurrences, shall constitute or be taken into account in determining whether there has been or would reasonably be expected to be a Company Material Adverse Effect, except, in the cases set forth below, to the extent that any such event, change, effect, development, condition or occurrence has a disproportionately adverse effect on Multiband as compared to other participants in Multiband’s industry or industries:

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For the avoidance of doubt, notwithstanding any other provision of the definition of Company Material Adverse Effect, a Company Material Adverse Effect shall be deemed to include (x) any termination or material reduction in the business relations between (1) Multiband and (2) DirecTV or (y) any oral or written notification received by Multiband or Goodman that DirecTV intends to terminate or materially reduce its business relations with Multiband, the surviving corporation or any subsidiary of Multiband or the surviving corporation.

In addition, a “Parent Material Adverse Effect” means a Change that, individually or in the aggregate with any other Change or Changes is or is reasonably expected to be materially adverse to the ability of Parent or Merger Sub to perform its obligations under, or to consummate the merger on a timely basis; provided, however, that no Change, to the extent resulting from any of the following events, changes, effects, developments, conditions or occurrences, shall constitute or be taken into account in determining whether there has been or would reasonably be expected to be a Parent Material Adverse Effect, except, in the cases set forth below, to the extent that any such event, change, effect, development, condition or occurrence has a disproportionately adverse effect on Parent or any of its subsidiaries (including, without limitation, Merger Sub) as compared to other participants in Parent’s or its subsidiaries’ industry or industries:

Financing

Although there is no financing contingency in the Merger Agreement, in connection with Goodman obtaining the Debt Financing (as such term is defined in the Merger Agreement), Multiband agreed to, and to cause our subsidiaries (and their respective personnel and advisers) to, and to also use our commercially reasonable efforts to provide such assistance with the Debt Financing to Parent as is reasonably requested by Parent, including:

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The Debt Financing closed on June 13, 2013, and the proceeds of the Debt Financing are held in an escrow account pursuant to the terms of an escrow agreement. The terms of the escrow agreement provide for the release from escrow of the proceeds of the Debt Financing immediately prior to the merger.

Conduct of Business Pending the Merger

Multiband has undertaken customary covenants that place restrictions on it and its subsidiaries until the effective time of the merger. Multiband has agreed to use its commercially reasonable efforts to, and to cause each of its subsidiaries to, conduct its business in the ordinary course of business consistent with past practice, and, to the extent consistent therewith, shall, and shall cause each of its subsidiaries to, use all commercially reasonable efforts to preserve intact its and its subsidiaries’ business organization, to keep available the services of its and its subsidiaries’ current officers and employees, to maintain its governmental permits and timely comply with all applicable laws with respect thereto, and to preserve its and its subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees, creditors, business partners and other persons having business relationships with it.

Except as consented to in writing by Goodman, Multiband will not, and will not permit its subsidiaries to:

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In addition, from the date of the Merger Agreement until the earlier to occur of the effective time or the termination of the agreement, the parties also agreed that Multiband and Goodman (including each’s

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respective subsidiaries) would not take, or agree or commit to take, any action that could reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the merger.

Multiband also agreed to the following additional pre-closing covenants:

Additional Agreements

Mutual Agreements.  The parties have also agreed to take several other actions in the Merger Agreement, such as:

Multiband Agreements.  In addition, Multiband has agreed to take certain actions, including the following:

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Goodman Agreements.  Goodman has also agreed to take, or refrain from taking, certain actions, including:

Employee Matters

The Merger Agreement provides that the surviving corporation will have sole discretion over the hiring, promotion, retention, firing and other terms and conditions of the employment of employees of the surviving corporation or any of its subsidiaries, except that an employee will be given credit for continuous service with Multiband or any of its affiliates before the effective time of the merger for purposes of determining eligibility and vesting under each employee benefit plan that Goodman, the surviving corporation or any of their respective subsidiaries provides to such employees after the effective time of the merger.

Goodman has agreed to take certain other actions with respect to employee matters, such as:

Acquisition Proposals by Third Parties

Prior to filing this Proxy Statement, there was a 45 day solicitation period, typically referred to as a “go-shop” process, the parameters of which are described in more detail below, during which time Multiband, with the assistance of its investment banker, solicited other potential buyers. What follows is a summary of

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the activities that were undertaken during the “go-shop” period, followed by a summary of the terms of the Merger Agreement regarding the “go-shop” process.

Pursuant to the “go-shop” provision of the Merger Agreement which permitted Multiband to seek proposals from third parties to acquire Multiba nd in a transaction that is an alternative to the merger, at the direction and under the supervision of the Special Committee, beginning on May 22, 2013, representatives of Craig-Hallum began contacting prospective strategic and financial bidders that were believed to be potentially interested in, and capable of, consummating an acquisition of Multiband at a purchase price greater than $3.25 per share of common stock. During the “go-shop” period, at the direction of the Special Committee, Craig-Hallum contacted 55 parties, of which 21 were strategic parties and 34 were financial sponsors. Three parties, two financial buyers and one strategic buyer, expressed sufficient interest in proceeding such that they entered into confidentiality agreements with Multiband. At the direction of the Special Committee, Craig-Hallum provided the financial buyers access to confidential information in Multiband’s online data room and provided the strategic buyer confidential information it specifically requested.

After the Merger Agreement was signed and through the end of the “go-shop” period, the Special Committee was apprised weekly of the status of the “go-shop” solicitation efforts and the resulting activities of the Special Committee’s legal and financial advisors. The Special Committee also received updates regarding parties that had been contacted and the due diligence activities of those parties that had entered into confidentiality agreements. The “go-shop” process was described in Multiband’s public announcement and filings on May 22, 2013. Despite such public disclosure, during the “go-shop” period no other parties came forward with any indication of interest other than the three parties contacted by Craig-Hallum who signed confidentiality agreements. Each of the three parties that had entered into confid entiality agreements indicated, prior to the end of the “go-shop” period, that it would not be making a proposal to acquire Multiband. The go-shop period expired at 11:59 p.m. (Minneapolis, Minnesota time) on July 5, 2013.

From May 21, 2013 until 11:59 p.m. on July 5, 2013 (the “Solicitation End Time”), Multiband may, and its officers, directors, employees, financial advisers, legal counsel, representatives, agents and subsidiaries may, directly or indirectly:

Except as described below, from the Solicitation End Time until the earlier of the effective time of the merger or termination of the Merger Agreement, Multiband has agreed that it and its officers, directors, employees, financial advisers, legal counsel, representatives, agents and subsidiaries will not, directly or indirectly:

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However, before the approval of the Merger Agreement and the merger at the special meeting of Multiband shareholders, Multiband may furnish non-public information or afford access to the properties, books, records, or personnel of Multiband or any of its subsidiaries to, or enter into discussion or negotiations with, any third party in connection with an acquisition proposal if and only to the extent that:

Except as explicitly contemplated otherwise, during the period beginning at the Solicitation End Time and ending at the earlier of the consummation of the merger or the termination of the Merger Agreement, Multiband has agreed:

As used in the Merger Agreement, “superior proposal” means:

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Multiband’s Board of Directors may withdraw, qualify or adversely modify its approval and recommendation of the Merger Agreement and the merger only if it determines in good faith (after consultation with Multiband’s financial adviser and outside legal counsel) that it is required to do so in order to comply with its fiduciary duties under Minnesota law. If Multiband’s Board of Directors determines in good faith in the exercise of its fiduciary duties (after consultation with Multiband’s financial adviser and outside legal counsel) not to recommend or continue to recommend the Merger Agreement and the merger because of a superior proposal if Goodman does not match the superior proposal, then:

Multiband’s Board of Directors may recommend, approve, accept or agree to a superior proposal only if the Merger Agreement will have been, or is, concurrently terminated by Goodman or Multiband in accordance with the terms of the Merger Agreement and the payment of the termination fees described below will have been made.

Conditions to Consummation of the Merger

Conditions to Each Party’s Obligation.  The obligations of Multiband, Goodman, and Merger Sub to effect the merger are subject to the fulfillment or waiver, to the extent permitted by law, at or before the effective time of the merger, of the following conditions:

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Conditions to Goodman’s and Merger Sub’s Obligations.  The obligations of Goodman and Merger Sub to effect the merger are subject to the fulfillment or waiver, to the extent permitted by law, at or before the effective time of the merger, of the following conditions:

Conditions to Multiband’s Obligation.  The obligation of Multiband to effect the merger is subject to the fulfillment or waiver, to the extent permitted by law, at or before the effective time of the merger of the following conditions:

We cannot provide assurance as to when or if all of the conditions to the merger can or will be satisfied or waived by the appropriate party. As of the filing of this document, we have no reason to believe that any of these conditions will not be satisfied.

Termination of the Merger Agreement

General

Multiband and Goodman may agree to terminate the Merger Agreement before the effective time of the merger by mutual written consent. In addition, either Multiband or Goodman may unilaterally terminate the Merger Agreement if:

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Termination of the Merger Agreement by Goodman

Goodman may terminate the Merger Agreement if:

Termination of the Merger Agreement by Multiband

Multiband may terminate the Merger Agreement if:

Effect of Termination; Remedies

If the Merger Agreement is terminated as described above, no party to the Merger Agreement will have any liability or further obligation to any other party to the Merger Agreement except, if applicable, to pay the termination fee or expense reimbursement described below or except with respect to breaches of the Merger Agreement that occur prior to termination.

Subject to our right to seek monetary damages for certain breaches of the Merger Agreement, our right to terminate the Merger Agreement and receive, under certain circumstances, a fee of $1.5 million from Parent is our sole and exclusive remedy under the Merger Agreement and with respect to the transactions contemplated by the Merger Agreement for any loss we suffer. Upon payment of such amount, neither Parent nor Merger Sub will have any further liability or obligation relating to the Merger Agreement or the transactions contemplated thereby, or any other document or theory of law or equity.

Termination Fee; Expenses

The Merger Agreement provides for a bifurcated termination fee such that: (i) if we had terminated the Merger Agreement during the go-shop period, which ended on July 5, 2013, in order to enter into a superior proposal within the meaning of the Merger Agreement, we would have been required to pay to Goodman a termination fee of $5.0 million and (ii) if the Merger Agreement is terminated for any other reason in respect of which Goodman would be entitled to a termination fee, the amount of the termination fee payable by us to Parent will be $6.0 million.

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The termination fee would become payable if the Merger Agreement is terminated under any of the following circumstances:

The Merger Agreement also provides for the payment by Goodman to Multiband of expense reimbursement in an amount up to $1.5 million if the Merger Agreement is terminated because there shall have been a breach of any representation, warranty, covenant or agreement on the part of Goodman or Merger Sub such that the conditions to the closing of the merger regarding representations and warranties would not be satisfied and, in either such case, such breach is incapable of being cured by the outside date of the merger; provided, however, that the Company shall have given Goodman or Merger Sub, as applicable, at least thirty (30) days written notice prior to such termination intention.

Except as described in “— Termination of the Merger Agreement” and “— Termination Fee,” in general, all costs and expenses incurred in connection with the Merger Agreement will be paid by the party incurring such expenses. The Merger Agreement does not permit Goodman to make a claim for reimbursement of expenses in addition to payment of the termination fee.

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Amendment of the Merger Agreement

The Merger Agreement may be amended, modified, or supplemented by written agreement of Goodman, Merger Sub and Multiband at any time before the effective time of the merger with respect to any of the terms contained in the Merger Agreement, except that the amendment of certain, limited terms regarding jurisdiction and exculpation of the Debt Financing Parties requires the additional consent of the Debt Financing Parties.

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MARKET PRICE OF COMPANY COMMON STOCK

The Company’s common stock presently trades on the NASDAQ Capital Market system under the symbol “MBND.” The table below sets forth the high and low bid prices for the common stock during each quarter in the six months ended June 30, 2013 and two years ended December 31, 2012 and December 31, 2011, as provided by NASDAQ.

Quarter Ended		High Bid				Low Bid
June 30, 2013		$	3.28			$	1.94
March 31, 2013		$	2.50			$	1.55
December 31, 2012		$	2.24			$	1.37
September 30, 2012		$	2.50			$	1.66
June 30, 2012		$	3.02			$	1.91
March 31, 2012		$	3.73			$	2.75
December 31, 2011		$	3.63			$	2.36
September 30, 2011		$	3.74			$	2.44
June 30, 2011		$	4.87			$	2.97
March 31, 2011		$	6.72			$	2.60

The closing price of our common stock on the NASDAQ Capital Market system on May 21, 2013, the last trading day prior to our press release announcing the execution of the Merger Agreement, was $2.58 per share. On July 25, 2013 the most recent practicable date before this proxy statement was mailed to our shareholders, the closing price of our common stock on the NASDAQ Capital Market was $3.20 per share. You are encouraged to obtain current market quotations for our common stock in connection with voting your shares of our common stock.

DISSENTERS’ RIGHTS

 

Sections 302A.471 and 302A.473 of the MBCA entitle any holder of Multiband common and preferred stock as of the record date for the special meeting, in lieu of receiving the payment to which such shareholder would otherwise be entitled pursuant to the Merger Agreement, to dissent from the merger and obtain payment in cash for the “fair value” of the shares of stock held by such shareholder. ANY SHAREHOLDER CONTEMPLATING THE EXERCISE OF THESE DISSENTERS’ RIGHTS SHOULD REVIEW CAREFULLY THE PROVISIONS OF SECTIONS 302A.471 AND 302A.473 OF THE MINNESOTA BUSINESS CORPORATION ACT (COPIES OF WHICH ARE ATTACHED AS ANNEX C TO THIS PROXY STATEMENT), PARTICULARLY THE SPECIFIC PROCEDURAL STEPS REQUIRED TO PERFECT SUCH RIGHTS. SUCH RIGHTS WILL BE LOST IF THE PROCEDURAL REQUIREMENTS OF SECTION 302A.473 ARE NOT FULLY AND PRECISELY SATISFIED.

Set forth below (to be read in conjunction with the full text of Section 302A.473 appearing in Annex C to this proxy statement) is a brief description of the procedures relating to the exercise of dissenters’ rights. The following description does not purport to be a complete statement of the provisions of Section 302A.473 and is qualified in its entirety by reference thereto.

Under Section 302A.473, Subd. 3, a holder of Multiband common or preferred stock (as of the record date for the special meeting) who wishes to exercise dissenters’ rights (a “dissenter”) must file with Multiband (at Multiband Corporation, 5605 Green Circle Drive, Minnetonka, Minnesota 55343, Attention: Steven M. Bell, Corporate Secretary), before the vote on the merger, a written notice of intent to demand the “fair value” of Multiband’s shares owned by the shareholder. IN ADDITION, THE SHAREHOLDER MUST NOT VOTE HIS OR HER SHARES IN FAVOR OF THE MERGER. A VOTE AGAINST THE MERGER WILL NOT IN ITSELF CONSTITUTE SUCH A WRITTEN NOTICE AND A FAILURE TO VOTE WILL NOT AFFECT THE VALIDITY OF A TIMELY WRITTEN NOTICE. HOWEVER, THE SUBMISSION OF A BLANK PROXY WILL CONSTITUTE A VOTE IN FAVOR OF THE MERGER AND A

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WAIVER OF STATUTORY DISSENTERS’ RIGHTS. PREFERRED HOLDERS HAVE NO VOTING RIGHTS WITH RESPECT TO THE MATTERS TO BE VOTED ON AT THE SPECIAL MEETING.

If the merger is approved by Multiband’s shareholders, Multiband will send to all dissenters who filed the necessary notice of intent to demand the fair value of their shares and who did not vote their shares in favor of the merger a notice containing certain information required by Section 302A.473, Subd. 4, including without limitation (i) the address to which a dissenter must send a demand for payment and certificates representing certificated shares in order to obtain payment for such shares and the date by which they must be received, (ii) restrictions on transfer of uncertificated shares after the demand for payment is received, and (iii) a form to be used to certify the date on which the dissenter (or the beneficial owner on whose behalf the dissenter dissents) acquired such shares of stock (or an interest in them) and to demand payment. In order to receive the fair value of the shares under Section 302A.473, a dissenter must demand payment and deposit certificates representing certificated shares within 30 days after such notice from Multiband is given. Under Minnesota law, notice by mail is given by Multiband when deposited in the United States mail. A SHAREHOLDER WHO FAILS TO MAKE DEMAND FOR PAYMENT AND TO DEPOSIT CERTIFICATES AS REQUIRED BY SECTION 302A.473, SUBD. 4, WILL NOT BE A DISSENTER AND WILL LOSE THE RIGHT TO RECEIVE THE FAIR VALUE OF HIS OR HER SHARES UNDER SUCH SECTION NOTWITHSTANDING THE TIMELY FILING OF NOTICE OF INTENT TO DEMAND PAYMENT UNDER SECTION 302A.473, SUBD. 3, BUT WILL BE ENTITLED TO THE MERGER CONSIDERATION PAYABLE UNDER THE MERGER AGREEMENT, WHICH MAY BE MORE OR LESS THAN OR EQUAL TO THE FAIR VALUE OF THE SHARES DETERMINED UNDER MINNESOTA STATUTES SECTION 302A.473.

Except as provided below, if demand for payment and deposit of stock certificates is duly made by a dissenter with Multiband as required by the notice, then after the effective time of the merger or the receipt of the demand, whichever is later, Multiband will pay the dissenter an amount which Multiband estimates to be the fair value of the dissenter’s shares of common or preferred, as applicable, stock, with interest, if any. For the purpose of a dissenter’s appraisal rights under Sections 302A.471 and 302A.473, “fair value” means the value of the shares of common or preferred stock immediately before the effective date of the merger and “interest” means interest commencing five days after the effective date of the merger until the date of payment, calculated at the statutory interest rate. The payment must be accompanied by (i) Multiband’s closing balance sheet and statement of income for a fiscal year ending not more than 16 months before the effective time of the merger and Multiband’s latest available interim financial statements and (ii) a brief description of the method used by Multiband to reach such estimate.

If the dissenter believes the payment received from Multiband is less than the fair value of the shares of common or preferred stock, with interest, if any, such dissenter must give written notice to Multiband of his or her own estimate of the fair value of the shares of common or preferred, if applicable, stock, with interest, if any, within 30 days after the date of Multiband’s remittance, and must demand payment of the difference between his or her estimate and Multiband’s remittance. If the dissenter fails to give written notice of such estimate to Multiband within the 30-day time period, such dissenter will be entitled only to the amount remitted by Multiband.

Multiband may withhold such remittance with respect to shares of common or preferred stock for which the dissenter demanding payment was not the registered owner (or the person on whose behalf such dissenter acts was not the beneficial owner) as of the first public announcement date of the merger (the “public announcement date”). As to each such dissenter who has validly demanded payment, following the effective time or the receipt of demand, whichever is later, Multiband will mail its estimate of the fair value of such dissenter’s shares of common or preferred stock and offer to pay this amount with interest, if any, to the dissenter upon receipt of such dissenter’s agreement to accept this amount in full satisfaction. If such dissenter believes that Multiband’s offer is for less than the fair value of the shares of common or preferred stock, with interest, if any, such dissenter must give written notice to Multiband of his or her own estimate of the fair value of the shares of common or preferred stock, with interest, if any, and demand payment of this amount within 30 days after the mailing of Multiband’s offer. If the dissenter fails to give written notice of such estimate to Multiband within the 30-day time period, such dissenter will be entitled only to the amount offered by Multiband.

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If Multiband and the dissenter (including dissenters who purchased shares of common or preferred stock on or prior to the public announcement date and dissenters who purchased shares of common or preferred stock after the public announcement date who have complied with their respective demand requirements) cannot settle the dissenter’s demand within 60 days after Multiband receives the dissenter’s estimate of the fair value of his or her shares of common or preferred stock, then Multiband will file a petition in a court of competent jurisdiction in Hennepin County, Minnesota, requesting that the court determine the statutory fair value of common stock with interest, if any. All dissenters whose demands are not settled within the applicable 60-day settlement period will be made parties to this proceeding.

The court will then determine whether each dissenter in question has fully complied with the provisions of Section 302A.473, and for all dissenters who have fully complied and not forfeited statutory dissenters’ rights, will determine the fair value of the shares, taking into account any and all factors the court finds relevant (including, without limitation, the recommendation of any appraisers which may have been appointed by the court), computed by any method or combination of methods that the court, in its discretion, sees fit to use, whether or not used by Multiband or a dissenter. The fair value of the shares as determined by the court is binding on all shareholders and may be less than, equal to or greater than the $3.25, $10.50 or $10.00 per share price, plus applicable accrued and unpaid dividends, if any, to be paid if the merger is completed. Each dissenter is entitled to judgment in cash for the amount by which the fair value of the shares of common or preferred stock as determined by the court, plus interest, exceeds the estimated payment previously remitted by Multiband to the dissenter. However, under the statute, dissenters are not liable to Multiband for the amount, if any, by which payments remitted by Multiband to the dissenters exceed the fair value of such shares determined by the court, plus interest. The costs and expenses of this court proceeding will be assessed against Multiband, except that the court may assess part or all of those costs and expenses against a dissenter whose action in demanding payment is found to be arbitrary, vexatious or not in good faith. Under Section 302A.471, Subd. 2, beneficial owners of shares who desire to exercise statutory dissenters’ rights themselves must obtain and submit the registered owner’s written consent at or before the time they file the notice of intent to demand fair value.

If the court finds that Multiband has failed to comply substantially with Section 302A.473, the court also may assess against Multiband such fees and expenses, if any, of attorneys and experts as the court deems equitable. Such fees and expenses may also be assessed against any person who has acted arbitrarily, vexatiously or not in good faith in bringing the proceeding, and may be awarded to a party injured by those actions.

Under Section 302A.471, Subd. 2, a holder of Multiband common or preferred stock may not assert dissenters’ rights with respect to less than all of the shares of common or preferred stock registered in the shareholder’s name, unless the shareholder dissents with respect to all shares beneficially owned by another person and discloses the name and address of such other person.

Under Section 302A.471, Subd. 4, a holder of Multiband common or preferred stock has no right at law or equity to set aside the adoption of the Merger Agreement or the consummation of the merger, except if such adoption or consummation is fraudulent with respect to such shareholder or Multiband.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents information regarding the beneficial ownership of the shares of our outstanding common stock as of July 25, 2013 with respect to (i) each of our Directors; (ii) our Chief Executive Officer, Chief Financial Officer and the three other most highly compensated executive officers for the year ended December 31, 2012, to whom we refer in this proxy statement as the “named executive officers”; (iii) all current directors and executive officers as a group; and (iv) all persons known by us to be beneficial owners of more than 5% of our common stock. Except as otherwise indicated in the table, the address of each person listed in the table is c/o Multiband Corporation, 5605 Green Circle Drive, Minnetonka, MN 55343. Beneficial ownership means sole or shared voting power or investment power with respect to a security. We have been informed that all shares shown are held of record with sole voting and investment power, except as otherwise indicated. To our knowledge, none of the shares reported below are pledged as security.

Shares of common stock subject to options or warrants that are currently exercisable or exercisable within 60 days of July 25, 2013 are deemed to be outstanding and to be beneficially owned by the person holding the options or warrants for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the information in the table does not include any stock options and/or warrants outstanding that cannot be exercised within 60 days of July 25, 2013. On July 25, 2013, the Company had 21,872,556 shares of common stock issued and outstanding.

Name		Number of Shares Beneficially Owned				Percent of Common Shares Outstanding
Executive Officers and Directors
Steven M. Bell			309,690	(1)			1.40	%
Frank Bennett			485,541	(2)			2.21
Eugene Harris			235,847	(3)			1.07
James L. Mandel			1,036,779	(4)			4.57
Donald Miller			399,016	(5)			1.81
Peter Pitsch			47,852	(6)			*
Martin Singer, Ph.D.			35,663	(7)			*
Stephen Kezirian			43,663	(8)			*
David Ekman			457,983	(9)			2.08
Kent Whitney			149,866	(10)			*
Tom Beaudreau			150,000	(11)			*
All directors and officers as a group (11 persons)			3,351,900	(12)			15.32
5% Shareholders
J. Carlo Canell
P.O. Box 3459
Jackson, WY 83001			2,853,423	(13)			13.05

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PROPOSAL NO. 2 — ADVISORY VOTE ON GOLDEN PARACHUTE COMPENSATION

In accordance with Section 14A of the Exchange Act, Multiband is providing its shareholders with the opportunity to cast a non-binding, advisory vote to approve the compensation that may be paid or become payable to Multiband’s named executive officers in connection with the merger. As required by those rules, Multiband is asking its shareholders to vote on the adoption of the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to Multiband’s named executive officers in connection with the merger, as disclosed in the table titled “Golden Parachute Compensation” above, including the associated narrative discussion, and the agreements or understandings pursuant to which such compensation may be paid or become payable, are hereby APPROVED.”

The vote on executive compensation that may be paid or become payable in connection with the merger is a vote separate and apart from the vote to approve the merger and adopt the Merger Agreement. Accordingly, you may vote to approve the merger and adopt the Merger Agreement and vote not to approve the executive compensation and vice versa. Because the vote is advisory in nature only, it will not be binding on Multiband and Multiband may proceed with the merger transaction if Proposal No. 1 is approved and Proposal No. 2 fails. Accordingly, because Multiband is contractually obligated to pay the compensation under certain circumstances, such compensation will be paid or become payable, subject only to the conditions applicable thereto, if the Merger Agreement and the transactions contemplated thereby are approved and regardless of the outcome of the advisory vote. The approval by Multiband shareholders of Proposal 2 requires the affirmative vote of a majority of Multiband common shares present or represented by proxy at the Special Meeting and entitled to vote, provided a quorum is present.

Golden Parachute Compensation for Multiband Corporation Named Executive Officers

Information required by Item 402(t) of Regulation S-K regarding the compensation of our named executive officers that is based on or otherwise relates to the merger is included on page 48 of this proxy statement, under the heading “Proposal No. 1 — The Merger — Golden Parachute Compensation for Multiband Corporation Named Executive Officers.”

THE MULTIBAND BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT MULTIBAND SHAREHOLDERS VOTE “FOR” PROPOSAL 2.

PROPOSAL NO. 3 — ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING

Multiband is also submitting a proposal for consideration at the special meeting to authorize the named proxies to approve one or more adjournments of the special meeting if there are not sufficient votes to approve the merger and adopt the Merger Agreement at the time of the special meeting. Even though a quorum may be present at the special meeting, it is possible that Multiband may not have received sufficient votes to approve the merger and adopt the Merger Agreement by that time. In that event, Multiband would need to adjourn the special meeting in order to solicit additional proxies. The adjournment proposal relates only to an adjournment of the special meeting for purposes of soliciting additional proxies to obtain the requisite shareholder approval to approve the merger and adopt the Merger Agreement.

To allow the proxies that have been received by Multiband at the time of the special meeting to be voted for an adjournment, if necessary, Multiband is submitting a proposal to approve one or more adjournments, and only under those circumstances, to you for consideration. If the new date, time and place are announced at the special meeting before the adjournment, Multiband is not required to give notice of the time and place of the adjourned meeting, unless the Board of Directors fixes a new record date for the special meeting.

The adjournment proposal relates only to an adjournment of the special meeting occurring for purposes of soliciting additional proxies for approval of the proposal to adopt the Merger Agreement in the event that there are insufficient votes to approve that proposal. The Multiband Board of Directors retains full authority to the extent set forth in Minnesota law to adjourn the special meeting for any other purpose, or to postpone the special meeting before it is convened, without the consent of any Multiband shareholders.

The approval requires the vote of a majority of the votes represented by the shares of the Company’s common stock present in person or by proxy and entitled to vote thereon, whether or not a quorum is present.

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THE MULTIBAND BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT MULTIBAND SHAREHOLDERS VOTE “FOR” PROPOSAL 3.

DEADLINE FOR SHAREHOLDER PROPOSALS TO BE PRESENTED AT
NEXT ANNUAL MEETING

If the merger has been completed, Multiband does not expect to hold a 2013 annual meeting of shareholders because Multiband will not be a public company at that time.

If the merger is not completed for any reason, we will hold an annual meeting of shareholders at such time as is permitted by and pursuant to requirements of applicable law. In such event, we will inform you, by filing a Form 8-K, and to the extent we deem it necessary or appropriate, by any other reasonable means, of the date by which we must receive shareholder proposals for inclusion in the proxy materials relating to such annual meeting, which proposals must comply with SEC rules and regulations, as well as the date by which we must receive shareholder proposals submitted outside the processes of Rule 14a-8 under the Exchange Act for consideration at the annual meeting.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information that we file with the SEC at the SEC public reference room at the following location: Public Reference Room, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. These SEC filings are also available to the public from commercial document retrieval services and at the website maintained by the SEC at www.sec.gov. Copies of our SEC filings are also available through our website (www.multibandusa.com) as soon as reasonably practicable after we electronically file the material with, or furnish it to, the SEC.

* * *

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROXY STATEMENT. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS PROXY STATEMENT. THIS PROXY STATEMENT IS DATED JULY 26, 2013. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROXY STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE. NEITHER THE MAILING OF THIS PROXY STATEMENT TO SHAREHOLDERS NOR THE ISSUANCE OF CASH IN THE MERGER CREATES ANY IMPLICATION TO THE CONTRARY. THIS PROXY STATEMENT DOES NOT CONSTITUTE A SOLICITATION OF A PROXY IN ANY JURISDICTION WHERE, OR TO OR FROM ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE A PROXY SOLICITATION.

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Annex A
Execution Version

AGREEMENT AND PLAN OF MERGER
 
 
 
 
 

by and among  
 
 
 

GOODMAN NETWORKS INCORPORATED,  
 

MANATEE MERGER SUB CORPORATION  
 

and  
 

MULTIBAND CORPORATION,  
 
 
 
 

dated as of  
 
 
 
 

May 21, 2013

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		Page
ARTICLE I. THE MERGER			A-1
Section 1.1 The Merger			A-1
Section 1.2 Closing			A-1
Section 1.3 Effective Time			A-2
Section 1.4 Effect of the Merger			A-2
Section 1.5 Articles of Incorporation; Bylaws			A-2
Section 1.6 Directors and Officers of the Surviving Corporation			A-2
ARTICLE II. EFFECT OF THE MERGER ON EQUITY INTERESTS			A-2
Section 2.1 Conversion of Securities			A-2
Section 2.2 Payment; Surrender; Stock Transfer Books			A-3
Section 2.3 Treatment of the Stock Plans; Warrants			A-5
Section 2.4 Dissenting Shares			A-6
Section 2.5 Subsequent Actions			A-7
Section 2.6 Adjustments			A-7
Section 2.7 Lost Certificates			A-7
ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY			A-7
Section 3.1 Organization			A-7
Section 3.2 Authorization; Validity of Agreement; Company Action			A-8
Section 3.3 Consents and Approvals; No Violations			A-8
Section 3.4 Capitalization			A-9
Section 3.5 SEC Reports and Financial Statements			A-11
Section 3.6 Absence of Certain Changes			A-13
Section 3.7 No Undisclosed Material Liabilities			A-13
Section 3.8 Compliance with Laws and Court Orders			A-13
Section 3.9 Material Contracts			A-14
Section 3.10 Information in Proxy Statement			A-15
Section 3.11 Litigation			A-16
Section 3.12 Labor and Employment Matters			A-16
Section 3.13 Employee Compensation and Benefit Plans; ERISA			A-17
Section 3.14 Properties			A-18
Section 3.15 Intellectual Property			A-19
Section 3.16 Environmental Laws			A-20
Section 3.17 Taxes			A-21
Section 3.18 No Rights Plan			A-23
Section 3.19 Termination of MDUC Acquisition Agreement			A-23
Section 3.20 Third Party Acquisition Agreements			A-23
Section 3.21 Fairness Opinion			A-23
Section 3.22 Brokers or Finders			A-23
Section 3.23 State Takeover Statutes			A-24
Section 3.24 Insurance			A-24
Section 3.25 Related Party Transactions			A-24
Section 3.26 Illegal Payments, etc.			A-24
ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB			A-24
Section 4.1 Organization; Ownership of Merger Sub			A-24
Section 4.2 Authorization; Validity of Agreement; Necessary Action			A-25
Section 4.3 Consents and Approvals; No Violations			A-25

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		Page
Section 4.4 Ownership of Common Shares			A-25
Section 4.5 Information in Proxy Statement			A-25
ARTICLE V. PRE-CLOSING COVENANTS			A-25
Section 5.1 Interim Operations of the Company			A-25
Section 5.2 Other Actions			A-28
Section 5.3 Solicitation			A-28
Section 5.4 Cooperation			A-31
Section 5.5 Company Warrants			A-32
Section 5.6 Employee Options			A-32
Section 5.7 SEC Filing Covenant			A-32
Section 5.8 Section 16 Matters			A-32
ARTICLE VI. ADDITIONAL AGREEMENTS			A-32
Section 6.1 Preparation of Proxy Statement			A-32
Section 6.2 Shareholders Meeting			A-33
Section 6.3 Commercially Reasonable Efforts			A-33
Section 6.4 Notification of Certain Matters			A-35
Section 6.5 Access; Confidentiality			A-35
Section 6.6 Publicity			A-36
Section 6.7 Indemnification; Directors’ and Officers’ Insurance			A-36
Section 6.8 Merger Sub Compliance			A-37
Section 6.9 Employee Matters			A-37
Section 6.10 State Takeover Laws			A-38
ARTICLE VII. CONDITIONS			A-38
Section 7.1 Conditions to Each Party’s Obligation to Effect the Merger			A-38
Section 7.2 Conditions to Obligations of Parent and Merger Sub			A-39
Section 7.3 Conditions to Obligations of the Company			A-39
Section 7.4 Frustration of Closing Conditions			A-40
ARTICLE VIII. TERMINATION			A-40
Section 8.1 Termination			A-40
Section 8.2 Notice of Termination			A-41
Section 8.3 Effect of Termination			A-41
ARTICLE IX. MISCELLANEOUS			A-42
Section 9.1 Amendment and Waivers			A-42
Section 9.2 Non-survival of Representations and Warranties			A-43
Section 9.3 Expenses			A-43
Section 9.4 Notices			A-43
Section 9.5 Counterparts; Execution			A-44
Section 9.6 Entire Agreement; No Third Party Beneficiaries			A-44
Section 9.7 Severability			A-44
Section 9.8 Governing Law			A-44
Section 9.9 Assignment			A-44
Section 9.10 Consent to Jurisdiction			A-45
Section 9.11 Exculpation of Debt Financing Parties			A-45
ARTICLE X. DEFINITIONS; INTERPRETATION			A-46
Section 10.1 Definitions			A-46
Section 10.2 Other Definitional and Interpretative Provisions			A-54
Section 10.3 Company Disclosure Letter			A-55

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EXHIBIT LIST

Exhibit A		Articles of Incorporation of Surviving Corporation
Exhibit B		Bylaws of Surviving Corporation
Exhibit C		Form of Warrant Termination Agreement

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Execution Version

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 21, 2013, is hereby entered into by and among Goodman Networks Incorporated, a Texas corporation (“Parent”), Manatee Merger Sub Corporation, a Minnesota corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Multiband Corporation, a Minnesota corporation (the “Company”). Capitalized terms used herein shall have the meanings set forth in Section 10.1 hereof.

RECITALS

WHEREAS, the respective boards of directors of Parent and Merger Sub each have approved, and declared it advisable to consummate, the acquisition of the Company by Merger Sub by means of a merger of Merger Sub with and into the Company (the “Merger”) upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the Board of Directors of the Company (the “Company Board”), acting upon the unanimous recommendation of a committee of the Company Board consisting only of independent and disinterested directors of the Company (the “Special Committee”), unanimously (i) has determined that the Merger is advisable and in the best interests of the Company and its shareholders, (ii) has approved this Agreement, the plan of merger (as such term is used in Section 302A.611 of the Minnesota Business Corporation Act (the “MBCA”)) contained in this Agreement (the “Plan of Merger”) and the Merger upon the terms and subject to the conditions set forth in this Agreement and (iii) is recommending that the Company’s shareholders approve the Merger and adopt the Plan of Merger, as applicable;

WHEREAS, in the Merger, upon the terms and subject to the conditions of this Agreement, each issued and outstanding share of common stock, no par value, of the Company (the “Company Common Stock”), except Excluded Shares (as defined herein) and Dissenting Shares (as defined herein), will be converted into the right to receive the Common Share Merger Consideration;

WHEREAS, in the Merger, upon the terms and subject to the conditions of this Agreement, each issued and outstanding Preferred Share, except Preferred Shares held by holders who comply with the provisions of the MBCA regarding the right of shareholders to dissent from the Merger, will be converted into the right to receive the Preferred Liquidation Consideration; and

WHEREAS, the parties desire to make certain representations, warranties, covenants and agreements in connection with the Merger and the transactions contemplated by this Agreement (including the Merger, the “Transactions”) and also to prescribe certain conditions to the Merger.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, upon the terms and subject to the conditions of this Agreement, the parties to this Agreement agree as follows:

ARTICLE I.
 
THE MERGER

Section 1.1 The Merger.  Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the MBCA, at the Effective Time, (a) Merger Sub will be merged with and into the Company, and (b) the separate corporate existence of Merger Sub will cease. Following the Merger, the Company will continue as the surviving corporation (the “Surviving Corporation”) and will succeed to and assume all of the rights and obligations of Merger Sub in accordance with the MBCA.

Section 1.2 Closing.  The closing of the Merger (the “Closing”) shall take place as soon as reasonably practicable, but in no event later than the second Business Day, after the satisfaction or waiver of all of the conditions set forth in Article VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or waiver of such conditions) (the “Closing

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Date”), at 10:00 a.m. Dallas time at the offices of Haynes and Boone, LLP, 2323 Victory Avenue, Suite 700, Dallas, Texas 75219, unless another date or place is agreed to in writing by the parties to this Agreement.

Section 1.3 Effective Time.  The Merger shall become effective when the articles of merger (the “Articles of Merger”), executed in accordance with the relevant provisions of the MBCA, are filed with the Secretary of State of the State of Minnesota; provided, however, that, upon the mutual consent of Merger Sub and the Company, the Articles of Merger may provide for a later date or time of effectiveness of the Merger (the date and time of the filing of the Articles of Merger with the Secretary of State of the State of Minnesota, or such later time as is specified in the Articles of Merger and as agreed to by Parent and the Company, being the “Effective Time”). The filing of the Articles of Merger shall be made on the Closing Date.

Section 1.4 Effect of the Merger.  The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, all the property, rights, privileges, immunities, powers, franchises and authority of the Company and Merger Sub shall vest in the Surviving Corporation and all debts, liabilities, obligations, restrictions and duties of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation. For all purposes, all of the document deliveries and other actions to occur at the Closing will be conclusively presumed to have occurred at the same time, immediately prior to the Effective Time, unless otherwise specifically set forth in the applicable document.

Section 1.5 Articles of Incorporation; Bylaws.

(a) At the Effective Time, the Articles of Incorporation of the Company, as amended, shall be amended to read in the form attached hereto as Exhibit A and, as so amended, shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and applicable Law.

(b) At the Effective Time, the Bylaws of the Company, as amended, shall be amended to read in the form attached hereto as Exhibit B and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the articles of incorporation of the Surviving Corporation and applicable Law.

Section 1.6 Directors and Officers of the Surviving Corporation.  The directors of Merger Sub immediately prior to the Effective Time will be the initial directors of the Surviving Corporation, in each case until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the articles of incorporation and the bylaws of the Surviving Corporation. At the Effective Time, the directors of the Surviving Corporation shall appoint James L. Mandel as the Chief Executive Officer of the Surviving Corporation and Steve M. Bell as the Chief Financial Officer of the Surviving Corporation, in each case until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the articles of incorporation and the bylaws of the Surviving Corporation.

ARTICLE II.
 
EFFECT OF THE MERGER ON EQUITY INTERESTS

Section 2.1 Conversion of Securities.  At the Effective Time, by virtue of the Merger and without any action required on the part of Parent, Merger Sub, the Company or the holders of Equity Interests or the holders of securities of Parent, Merger Sub or the Company, the following shall occur:

(a) Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time will thereafter be converted into and represent one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation (and the shares of the Surviving Corporation into which the shares of Merger Sub capital stock are so converted shall be the only shares of the Surviving Corporation’s capital stock that are issued and outstanding immediately after the Effective Time). Each certificate evidencing ownership of shares of Merger Sub common stock will evidence ownership of such shares of common stock of the Surviving Corporation.

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(b) Each Equity Interest held by the Company (in the treasury or otherwise) and each Equity Interest owned by Parent, any direct or indirect wholly-owned Subsidiary of Parent or any Affiliate of Parent (collectively, the “Excluded Shares”) immediately prior to the Effective Time shall be canceled and extinguished and shall cease to exist, and no payment or other consideration shall be made with respect to such Equity Interest.

(c) Each Common Share issued and outstanding immediately prior to the Effective Time (other than any Excluded Shares and any Dissenting Shares) shall be canceled and extinguished and shall be converted into the right to receive $3.25 per Common Share in cash, less applicable Taxes, if any, required to be withheld with respect to such payment, payable to the holder of such Common Share, without interest (the “Common Share Merger Consideration” and, together with the Preferred Liquidation Consideration, the Company Restricted Share Consideration and the Option Consideration, the “Merger Consideration”). All such Common Shares, when so converted, will no longer be outstanding and automatically will be canceled and extinguished and shall cease to exist.

(d) Each Preferred Share issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares) shall be canceled and extinguished and shall be converted into the right to receive a cash payment in accordance with the terms of the applicable certificate of designation as follows (the payments made pursuant to this Section 2.1(d) shall be referred to herein collectively as the “Preferred Liquidation Consideration”):

(i) The holder of each issued and outstanding share of Class A Preferred Stock shall be entitled to receive a cash payment equal to the Per Share Class A Liquidation Payment in exchange for each such share.

(ii) The holder of each issued and outstanding share of Class C Preferred Stock shall be entitled to receive a cash payment equal to the Per Share Class C Liquidation Payment in exchange for each such share.

(iii) The holder of each issued and outstanding share of Class F Preferred Stock shall be entitled to receive a cash payment equal to the Per Share Class F Liquidation Payment in exchange for each such share.

Upon such conversion, all such Preferred Shares shall no longer be outstanding and shall automatically be canceled and retired. As of the date of this Agreement, there are no outstanding shares of Class B Cumulative Convertible Preferred Stock, Class D Cumulative Convertible Preferred Stock, Class E Preferred Stock, Class G Convertible Preferred Stock, Series H Convertible Preferred Stock, Series I Convertible Preferred Stock, or Series J Convertible Preferred Stock.

(e) Each holder of a Share or Shares (other than any Excluded Shares and any Dissenting Shares) will cease to have any rights with respect to such Share or Shares, except the right to receive the Merger Consideration for such Share or Shares, upon surrender of the certificate formerly representing such Share or Shares (a “Certificate”), subject to the provisions of Section 2.7, and, in the case of uncertificated Shares (the “Uncertificated Shares”), the book entry transfer of such Share or Shares, upon receipt by the Paying Agent of evidence of transfer as the Paying Agent may reasonably request, each in the manner provided in Section 2.2.

Section 2.2 Payment; Surrender; Stock Transfer Books.

(a) Before the Effective Time, Parent shall designate, at its election, the Company’s transfer agent or another bank or trust company reasonably acceptable to the Company to act as agent for the Surviving Corporation in connection with the Merger (the “Paying Agent”) to receive the funds necessary to make the payments contemplated by Section 2.1 and Section 2.3 pursuant to procedures reasonably acceptable to the Company. At the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Paying Agent in a separate account for the benefit of holders of Shares (other than the Dissenting Shares and Excluded Shares) (the “Payment Fund”) the aggregate consideration to which such holders shall be entitled at the Effective Time pursuant to Section 2.1 and Section 2.3, as applicable. If, for any reason, the cash in the Payment Fund shall be insufficient to fully satisfy all of the

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payment obligations to be made in cash by Parent hereunder pursuant to Section 2.1 and Section 2.3, Parent shall promptly deposit, or cause to be deposited, cash into the Payment Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such cash payment obligations.

(b) As soon as reasonably practicable after the Effective Time, but in any event no later than five (5) Business Days following the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of Shares which were converted into the right to receive the Merger Consideration pursuant to Section 2.1 and Section 2.3 (i) a letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the Shares will pass, only upon delivery of the Certificate or Certificates representing such Shares to the Paying Agent or, with respect to Uncertificated Shares, book entry transfer of the Uncertificated Shares to Paying Agent, and will be in such form and have such other provisions as the Company and Merger Sub may reasonably specify) and (ii) instructions for use in surrendering Certificates or transferring the Uncertificated Shares in exchange for the Merger Consideration. Each holder of a Certificate or Certificates or an Uncertificated Share or Uncertificated Shares may thereafter, until the first anniversary of the Effective Time, surrender any such Certificate or Certificates to the Paying Agent under cover of the letter of transmittal or transfer any such Uncertificated Shares by book entry transfer of such Uncertificated Share or Uncertificated Shares upon receipt by the Paying Agent of evidence of transfer as the Paying Agent may reasonably request (each a “Valid Transfer”). Upon the completion of a Valid Transfer on or before the first anniversary of the Effective Time, Paying Agent shall, and Parent shall cause the Paying Agent to, pay the holder of such Shares cash in an amount equal to the Merger Consideration, less any Taxes required to be withheld and without interest, to which such holder is entitled pursuant to Section 2.1 and Section 2.3. Until so surrendered, each Certificate (other than Certificates representing Dissenting Shares and Excluded Shares) or Uncertificated Share will represent solely the right to receive the aggregate Merger Consideration relating to such Shares.

(c) If payment of the Merger Consideration in respect of canceled Shares is to be made to a Person other than the Person in whose name a surrendered Certificate or the transferred Uncertificated Share is registered, it will be a condition to such payment that (i) either the Certificate so surrendered will be properly endorsed or otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) the Person requesting such payment shall pay to the Paying Agent any transfer Taxes or other Taxes required by reason of such payment in a name other than that of the registered holder of the Certificate or Uncertificated Share surrendered or shall have established to the satisfaction of Merger Sub or the Paying Agent that such Tax either has been paid or is not applicable. The Merger Consideration paid upon the surrender for exchange of Certificates or transfer of Uncertificated Shares in accordance with the terms of this Article II will be deemed to have been paid in full satisfaction of all rights pertaining to the Shares theretofore represented by such Certificates or such Uncertificated Shares, subject, however, to the Surviving Corporation’s obligation to pay any dividends or make any other distributions, in each case with a record date (i) prior to the Effective Time that may have been declared or made by the Company on such Shares in accordance with the terms of this Agreement or (ii) prior to the date of this Agreement, and in each case which remain unpaid at the Effective Time.

(d) At the Effective Time, the stock transfer books of the Company will be closed and there will not be any further registration of transfers of any shares of the Company’s capital stock thereafter on the records of the Company. From and after the Effective Time, the holders of Shares will cease to have any rights with respect to any such Shares, except as otherwise provided for in this Agreement or by applicable Law. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they will be canceled and exchanged for Merger Consideration as provided in this Article II. Except for interest required to be paid with respect to Dissenting Shares pursuant to the MBCA, no interest will accrue or be paid on any cash payable to holders of Shares pursuant to the provisions of this Article II.

(e) Promptly following the date of the first anniversary of the Effective Time, the Surviving Corporation will be entitled to require the Paying Agent to deliver to it any cash (including any interest received with respect to such cash) that had been made available to the Paying Agent and that, as of the date of the first anniversary of the Effective Time, has not been disbursed to holders of Certificates or

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Uncertificated Shares, and thereafter such holders will be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or similar Laws) only as general creditors of the Surviving Corporation with respect to the Merger Consideration payable upon due surrender of their Certificates or transfer of their Uncertificated Shares, without any interest on and less any Taxes required to be withheld from such Merger Consideration. Notwithstanding the foregoing, neither Parent, nor the Surviving Corporation nor the Paying Agent will be liable to any holder of a Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

(f) Notwithstanding any provision in this Agreement to the contrary, Parent, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares, and from amounts payable pursuant to Section 2.3, such amounts as are required to be withheld or deducted under the Code, the rules and regulations promulgated thereunder, or any other provision of U.S. federal, state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity by Parent, the Surviving Corporation or the Paying Agent, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding were made.

Section 2.3 Treatment of the Stock Plans; Warrants.

(a) At the Effective Time, each then-outstanding and unexercised option to purchase Common Shares under the Director Stock Plan (each a “Director Option”), whether vested or unvested, by virtue of the Merger and without any action on the part of the holder thereof, shall become fully vested, and shall automatically be canceled, and shall be converted into and thereafter represent only the right to receive, in settlement thereof, a cash payment, less any applicable Taxes required to be withheld and without interest, equal to the product, if a positive number, of (i) the excess, if any, of the Common Share Merger Consideration over the per share exercise price of such Director Option and (ii) the number of Common Shares subject to such Director Option (the “Director Option Consideration”); provided, however, that any Director Option for which the per share exercise price equals or exceeds the Common Share Merger Consideration shall terminate and be canceled without any payment in respect thereof.

(b) At the Effective Time, each then-outstanding and unexercised option to purchase Common Shares under the Employee Stock Plan (each an “Employee Option”), whether vested or unvested, by virtue of the Merger and without any action on the part of the holder thereof, shall become fully vested, and shall automatically be canceled, and shall be converted into and thereafter represent only the right to receive, in settlement thereof, a cash payment, less any applicable Taxes required to be withheld and without interest, equal to the greater of (i) the product, if a positive number, of (A) the excess, if any, of the Common Share Merger Consideration over the per share exercise price of such Employee Option and (B) the number of Common Shares subject to such Employee Option and (ii) the product of (A) $0.50 and (B) the number of Common Shares subject to such Employee Option (the “Employee Option Consideration” and, together with the Director Option Consideration, the “Option Consideration”) (the Employee Options and the Director Options are referred to collectively herein as the “Options”).

(c) At the Effective Time, each then-outstanding restricted share of Company Common Stock granted under the Company Stock Plans (each a “Company Restricted Share”) subject to restrictions immediately prior to the Effective Time (whether vested or unvested), by virtue of the Merger and without any action on the part of the holder thereof, shall become fully vested and no longer subject to any restrictions, and then shall automatically be canceled, and shall be converted into and thereafter represent only the right to receive, in settlement thereof, a cash payment, less any applicable Taxes required to be withheld and without interest, equal to the Common Share Merger Consideration (the “Company Restricted Share Consideration”).

(d) All amounts payable pursuant to this Section 2.3 shall be subject to any required withholding of Taxes and shall be paid without interest. Parent shall, or shall cause the Surviving Corporation to, pay to holders of the Options and the Company Restricted Shares, the Option Consideration or Company Restricted Share Consideration, as applicable, as soon as practicable after the Effective Time and in any case no later than fifteen (15) Business Days thereafter. Parent may, in its discretion, cause the amounts

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payable pursuant to this Section 2.3 to holders of Options or Company Restricted Shares to be delivered through the Company’s ordinary payroll system in lieu of delivering a check or making a wire transfer to such holder.

(e) Prior to the Effective Time, the Company shall use commercially reasonable efforts to obtain all necessary consents or releases from the holders of Options and Company Restricted Shares granted under the Company Stock Plans and take all such other lawful action as may be necessary (which includes satisfying the requirements of Rule 16b-3(e) promulgated under the Exchange Act, without incurring any liability in connection therewith) to provide for and give effect to the transactions contemplated by this Section 2.3. Except as otherwise agreed to in writing by the parties hereto, (i) the Employee Stock Plan will terminate as of the Effective Time, (ii) the Director Stock Plan will terminate as of the Effective Time, and (iii) the Company shall ensure that following the Effective Time, no participant in either of the Company Stock Plans shall have any right under or pursuant to the Company Stock Plans to acquire the capital stock of the Company or the Surviving Corporation.

(f) Neither Parent, nor Merger Sub, nor the Surviving Corporation shall assume any Company Warrants in connection with the Merger. Each holder of a Company Warrant who, prior to the Effective Time, has properly executed and delivered a warrant termination agreement in the form attached hereto as Exhibit C (“Warrant Termination Agreement”) with respect to its Company Warrant shall not be entitled to receive any consideration pursuant to this Agreement other than consideration expressly provided for under such Warrant Termination Agreement, which shall be equal to the product, if a positive number, of (i) the excess of the Common Share Merger Consideration over the per share exercise price of such Company Warrant and (ii) the number of Common Shares subject to such Company Warrant.

(g) Prior to the Effective Time, the Company shall cause any dispositions of Equity Interests (including derivative securities) in connection with this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act to be approved by the Company Board or a committee of two or more non-employee directors of the Company (as such term is defined in Rule 16b-3 promulgated under the Exchange Act). Such approval shall specify (i) the name of each officer or director, (ii) the number of securities to be disposed of for each named person, and (iii) that the approval is granted for purposes of exempting the transaction under Rule 16b-3 promulgated under the Exchange Act.

Section 2.4 Dissenting Shares.

(a) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that are held of record by holders who have not approved the Merger and who have properly exercised dissenters’ rights in accordance with Sections 302A.471 and 302A.473 of the MBCA (the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, and instead shall be canceled and cease to have any rights, except that the holders thereof shall be entitled to, and the Dissenting Shares shall represent only the right to receive, payment of the fair value (including interest determined in accordance with Section 302A.473 of the MBCA) of such Dissenting Shares in accordance with the provisions of Sections 302A.471 and 302A.473 of the MBCA; provided, however, that (i) if such a holder fails to properly exercise dissenters’ rights with respect to his, her or its Shares in accordance with Sections 302A.471 and 302A.473 of the MBCA or, after making a demand for dissenters’ rights, subsequently delivers an effective written withdrawal of such demand, or fails to establish his, her or its entitlement to dissenters’ rights as provided in Sections 302A.471 and 302A.473 of the MBCA, if so required, or (ii) if a court shall determine that such holder is not entitled to receive payment for his, her or its Dissenting Shares or such holder shall otherwise lose his, her or its dissenters’ rights, then, in any such case, each Share held of record by such holder or holders shall automatically be converted into and represent only the right to receive the Merger Consideration set forth for such Share in Section 2.1 upon surrender of the Certificate or transfer of the Uncertificated Share representing such Share.