0001140361-09-019968 Sample Contracts

RECAPITALIZATION AGREEMENT By and Among ABRY Partners VI, L.P., Grande Investment L.P., Grande Parent LLC, Grande Communications Holdings, Inc., Grande Communications Networks, Inc., and the Other Parties Signatory Hereto Dated as of August 27, 2009

Management Services Agreement • August 31st, 2009 • Grande Communications Holdings, Inc. • Radiotelephone communications • Delaware

• Contract Type
  Management Services Agreement
• Filed
  August 31st, 2009
• Company
  Grande Communications Holdings, Inc.
• Industry
  Radiotelephone communications
• Jurisdiction
  Delaware

This Recapitalization Agreement (this “Agreement”), dated as of August 27, 2009, by and among ABRY Partners VI, L.P., a Delaware limited partnership (“ABRY”), Grande Investment L.P., a Delaware limited partnership (“Ultimate Parent”), Grande Parent LLC, a Delaware limited liability company and wholly-owned subsidiary of Ultimate Parent (“Parent,” together with Ultimate Parent, the “Parent Parties” and, together with ABRY and the Ultimate Parent, the “ABRY Parties”), Grande Communications Holdings, Inc., a Delaware corporation (“Grande Holdings”), Grande Communications Networks, Inc., a Delaware corporation and wholly-owned subsidiary of Grande Holdings (“Grande Operating”), and, solely for purposes, of Section 3.2(c), ABRY Partners, LLC, a Delaware limited liability company (“ABRY LLC”). Certain defined terms used in this Agreement have the meanings specified in Article I.