GOODMAN NETWORKS INCORPORATED $225,000,000 12.125% Senior Secured Notes due 2018 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2013 • Goodman Networks Inc • New York
Goodman Networks Incorporated, a Texas corporation (the “Company”), is issuing and selling to the initial purchasers listed in Schedule I hereto (the “Initial Purchasers”), for whom Jefferies & Company, Inc. is acting as representative (the “Representative”), upon the terms set forth in the Purchase Agreement dated June 16, 2011, by and between the Company and the Representative on behalf of the Initial Purchasers (the “Purchase Agreement”), $225,000,000 aggregate principal amount of 12.125% Senior Secured Notes due 2018 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors (as defined below), if any, agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:
CREDIT AND SECURITY AGREEMENT dated as of July 29, 2016 by and among GOODMAN NETWORKS INCORPORATED, MULTIBAND FIELD SERVICES, INCORPORATED and GOODMAN NETWORKS SERVICES, LLC, each as Borrower, and collectively as Borrowers, and MIDCAP FINANCIAL TRUST,...Credit and Security Agreement • August 15th, 2016 • Goodman Networks Inc • Radiotelephone communications • Maryland
THIS CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of July 29, 2016 by and among GOODMAN NETWORKS INCORPORATED, a Texas corporation (“Goodman”), Multiband Field Services, Incorporated, a Delaware corporation, GOODMAN NETWORKS SERVICES, LLC, a Delaware limited liability company, and any additional borrower that may hereafter be added to this Agreement (each individually as a “Borrower”, and collectively as “Borrowers”), MIDCAP FINANCIAL TRUST, a Delaware statutory trust, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.
NONQUALIFIED STOCK OPTION AGREEMENT GOODMAN NETWORKS INCORPORATEDNonqualified Stock Option Agreement • April 11th, 2014 • Goodman Networks Inc • Radiotelephone communications
COLLATERAL TRUST AGREEMENT dated as of June 23, 2011 among GOODMAN NETWORKS INCORPORATED, as Company the Guarantors from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee under the Indenture, the other Parity Lien Debt...Collateral Trust Agreement • February 14th, 2013 • Goodman Networks Inc • New York
This Collateral Trust Agreement (as amended, supplemented, amended and restated or otherwise modified form time to time in accordance with Section 7.1 hereof, this “Agreement”) is dated as of June 23, 2011 and is by and among Goodman Networks Incorporated, a Texas corporation (“Company”), the Guarantors from time to time party hereto, Wells Fargo Bank, National Association, as trustee (in such capacity and together with its successors in such capacity, the “Trustee”), the other Parity Lien Debt Representatives from time to time party hereto, and U.S. Bank National Association, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”).
AGREEMENT AND PLAN OF MERGER by and among GOODMAN NETWORKS INCORPORATED, MANATEE MERGER SUB CORPORATION and MULTIBAND CORPORATION, dated as of May 21, 2013Agreement and Plan of Merger • June 11th, 2013 • Goodman Networks Inc • Radiotelephone communications • Texas
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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 26th, 2013 • Goodman Networks Inc • Radiotelephone communications • Texas
This Securities Purchase Agreement is entered into March 4, 2013, by and between Joseph M. Goodman, an individual resident of the State of Texas (“Seller”), and Goodman Networks Incorporated, a Texas corporation (“Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 14th, 2013 • Goodman Networks Inc • Texas
This Securities Purchase Agreement is entered into June 7, 2011, by and between James Goodman, an individual resident of the State of Texas (“Seller”), and Goodman Networks Incorporated, a Texas corporation (“Purchaser” and sometimes referred to herein as the “Company”).
SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 11th, 2014 • Goodman Networks Inc • Radiotelephone communications • Texas
This Second Amended and Restated Executive Employment Agreement (this “Agreement”) is entered into by and between Goodman Networks Incorporated (the “Company”) and Ron B. Hill (“Executive”). This Agreement is made to be effective as of April 11, 2014 (the “Effective Date”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 14th, 2013 • Goodman Networks Inc • Texas
This Executive Employment Agreement (this “Agreement”) is made and entered into by and between Goodman Networks Incorporated (the “Company”), a Texas corporation with its principal place of business in Farmers Branch, Texas, and James Goodman of San Antonio, Texas (the “Executive”), effective as of January 1, 2007.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2013 • Goodman Networks Inc • Texas
This Amended and Restated Employment Agreement (“Agreement”) is entered into by and between Goodman Networks, Incorporated (the “Company”) and Joseph M. Goodman (the “Employee”). Subject to Board approval, this Agreement it is made to be effective as of February 1, 2013 (the “Effective Date”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 8th, 2015 • Goodman Networks Inc • Radiotelephone communications • Texas
This Executive Employment Agreement (this “Agreement”) is made and entered into by and between Goodman Networks Incorporated (the “Company”), a Texas corporation with its principal place of business in Plano, Texas, and Joy Brawner (the “Executive”), and effective as of October 8, 2015 (the “Effective Date”).
THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • April 26th, 2013 • Goodman Networks Inc • Radiotelephone communications • New York
THIS THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of March 1, 2013, by and among GOODMAN NETWORKS INCORPORATED, a corporation organized under the laws of the State of Texas (“Borrower”), each of the financial institutions which are now or which hereafter become a party hereto (individually, each a “Lender” and collectively, the “Lenders”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for the Lenders (PNC, in such capacity, “Agent”).
MASTER SERVICES AGREEMENT BETWEEN ALCATEL-LUCENT USA INC. and GOODMAN NETWORKS INC. AGREEMENT NUMBER 7062355Master Services Agreement • June 11th, 2013 • Goodman Networks Inc • Radiotelephone communications • Texas
THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASEConfidential Separation Agreement and General Release • November 15th, 2016 • Goodman Networks Inc • Radiotelephone communications • Texas
This negotiated Separation Agreement and General Release (“Agreement”) is made and entered into between JOY BRAWNER on her own behalf and on behalf of her heirs, executors, administrators, attorneys, successors and assigns (“EXECUTIVE”) and Goodman Networks, Inc., and each and every officer, director, executive, agent, parent, subsidiary (including but not limited to Multiband Corporation), wholly owned company, affiliate and division, and their successors, assigns, beneficiaries, legal representatives, insurers and heirs (collectively “COMPANY”) (the EXECUTIVE and COMPANY are referred to collectively as the “Parties”).
AMENDMENT NO. 9 TO SUBCONTRACT AGREEMENTSubcontract Agreement • April 26th, 2013 • Goodman Networks Inc • Radiotelephone communications
THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.
AMENDMENT 3 TO MASTER SERVICES AGREEMENT 7062355Master Services Agreement • April 26th, 2013 • Goodman Networks Inc • Radiotelephone communications
This Amendment No. 3 to Master Services Agreement No. 7062355 (the “Amendment”) is entered into by and between Goodman Networks Inc. (“Service Provider”) and Alcatel-Lucent USA Inc. (“ALU”) effective as of January 1, 2012 (“Effective Date”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the MSA.
AMENDMENT NO. 10 TO SUBCONTRACT AGREEMENTSubcontract Agreement • April 26th, 2013 • Goodman Networks Inc • Radiotelephone communications
This AMENDMENT NO. 10 (this “Amendment”) is made and entered into as of July , 2005, by and between Alcatel USA Marketing, Inc., a corporation organized under the laws of the State of Delaware (“Alcatel”), and Goodman Networks, Inc. a corporation organized under the laws of the State of Texas (“Supplier”).
Amendment No. 3 to OPERATIONS GROUP SUBCONTRACT AGREEMENTSubcontract Agreement • April 26th, 2013 • Goodman Networks Inc • Radiotelephone communications
This Amendment No. 3 to the Operations Group Subcontract Agreement (hereinafter “Agreement”) between ALCATEL USA Marketing, Inc., (hereinafter “ALCATEL USA”) and Goodman Networks (G-Net) (hereinafter “Seller”) modifies the Agreement to the extent below.
Amendment No. 1 to NETWORK SERVICES DIVISION SUBCONTRACT AGREEMENTSubcontract Agreement • April 26th, 2013 • Goodman Networks Inc • Radiotelephone communications
This Amendment No. 1 to the Network Services Division Subcontract Agreement (hereinafter “Agreement”) between ALCATEL USA Marketing, Inc., (hereinafter “ALCATEL USA”) and Goodman Networks (G-Net) (hereinafter “Seller”) modifies the Agreement to the extent below.
ASSET PURCHASE AGREEMENT Between GOODMAN NETWORKS INCORPORATED and DYCOM INDUSTRIES, INC. Dated as of June 2, 2016Asset Purchase Agreement • July 12th, 2016 • Goodman Networks Inc • Radiotelephone communications • Delaware
This ASSET PURCHASE AGREEMENT, dated as of June 2, 2016, between GOODMAN NETWORKS INCORPORATED, a Texas corporation (the “Seller”) and DYCOM INDUSTRIES, INC., a Florida corporation (the “Purchaser”, and together with the Seller, the “Parties”).
MASTER SERVICES AGREEMENT FOR SUB-CONTRACT SERVICES CONTRACT NO. 1075 By and Between Goodman Networks, Incorporated d/b/a G-Net (Purchaser) and Genesis Networks, Inc. (Supplier)Master Services Agreement • April 11th, 2014 • Goodman Networks Inc • Radiotelephone communications • Texas
This Master Services Agreement (Agreement) is entered into by and between Goodman Networks, Incorporated d/b/a G-Net (Purchaser) and Genesis Networks, Inc. (Supplier).
Amendment No. 2 to OPERATIONS GROUP SUBCONTRACT AGREEMENTSubcontract Agreement • April 26th, 2013 • Goodman Networks Inc • Radiotelephone communications
This Amendment No. 2 to the Operations Group Subcontract Agreement (hereinafter “Agreement”) between ALCATEL USA Marketing, Inc., (hereinafter “ALCATEL USA”) and Goodman Networks (G-Net) (hereinafter “Seller”) modifies the Agreement to the extent below.
AMENDMENT NO. 8 TO SUBCONTRACT AGREEMENTSubcontract Agreement • April 26th, 2013 • Goodman Networks Inc • Radiotelephone communications
THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.
CONFIDENTIAL SEPARATIONAGREEMENT AND GENERAL RELEASEConfidential Separationagreement and General Release • November 15th, 2016 • Goodman Networks Inc • Radiotelephone communications • Texas
This negotiated Separation Agreement and General Release (“Agreement”) is made and entered into between ERNIE CAREY on his own behalf and on behalf of his heirs, executors, administrators, attorneys, successors and assigns (“EXECUTIVE”) and Goodman Networks, Inc., and each and every officer, director, executive, agent, parent, subsidiary (including but not limited to Multiband Corporation), wholly owned company, affiliate and division, and their successors, assigns, beneficiaries, legal representatives, insurers and heirs (collectively “COMPANY”) (the EXECUTIVE and COMPANY are referred to collectively as the “Parties”).
CONFIDENTIAL SEPARATION AND RELEASE AGREEMENTConfidential Separation and Release Agreement • March 31st, 2015 • Goodman Networks Inc • Radiotelephone communications
This Confidential Separation and Release Agreement (“Agreement”) is made and entered into between Goodman Networks Incorporated and each and every officer, director, employee, agent, parent, subsidiary, wholly owned company, affiliate and division, and their successors, assigns, beneficiaries, legal representatives, insurers and heirs (“Company”), a Texas corporation with its principal place of business in Plano, Texas, and Scott Pickett on his own behalf and on behalf of his heirs, executors, administrators, attorneys, successors and assigns (“Pickett”), and is effective as of August 1, 2014 (the “Effective Date”).
Amendment No. 7 to SUBCONTRACT AGREEMENTSubcontract Agreement • April 26th, 2013 • Goodman Networks Inc • Radiotelephone communications
This Amendment No. 7 to the Subcontract Agreement (hereinafter “Agreement”) between ALCATEL USA Marketing, Inc., (hereinafter “ALCATEL USA”) and Goodman Networks Inc. (hereinafter “Seller”) modifies the Agreement to the extent below.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 14th, 2013 • Goodman Networks Inc • Texas
This INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into effective as of [ ], 2012, by and between Goodman Networks Incorporated, a Texas corporation (the “Company”), and [ ] (“Indemnitee”).
AMENDMENT 2 TO MASTER SERVICES AGREEMENT 7062355Master Services Agreement • April 26th, 2013 • Goodman Networks Inc • Radiotelephone communications
This Amendment No. 2 to Master Services Agreement No. 7062355 (the “Amendment”) is entered into by and between Goodman Networks Inc. (“Service Provider”) and Alcatel-Lucent USA Inc. (“ALU”) effective as of January 1, 2011. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the MSA.
RESTRUCTURING SUPPORT AND FORBEARANCE AGREEMENTExecutive Employment Agreement • January 25th, 2017 • Goodman Networks Inc • Radiotelephone communications • New York
This RESTRUCTURING SUPPORT AND FORBEARANCE AGREEMENT (as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is made and entered into as of January 24, 2017, by and among (i) Goodman Networks Inc., (“Goodman”), Goodman Network Services, LLC, Minnesota Digital Universe, Inc., Multiband Corporation, Multiband EWM, Inc., Multiband EWS, Inc., Multiband Field Services, Incorporated, Multiband MDU Incorporated, Multiband Special Purpose, LLC, and Multiband Subscriber Services, Inc. (collectively, the “Company”); (ii) the undersigned beneficial holders, or investment advisors or managers for the account of beneficial holders (the “Noteholders,” and together with their respective successors and permitted assigns and any subsequent Noteholder that becomes party hereto in accordance with the terms hereof, the “Consenting Noteholders”), of the 12.125% Senior Secured Notes due 2018 (the “Secured Notes”); and (iii) the undersigned st
Amendment No. 6 to SUBCONTRACT AGREEMENTSubcontract Agreement • April 26th, 2013 • Goodman Networks Inc • Radiotelephone communications
This Amendment No. 6 to the Subcontract Agreement (hereinafter “Agreement”) between ALCATEL USA Marketing, Inc., (hereinafter “ALCATEL USA”) and Goodman Networks Inc. (hereinafter “Seller”) modifies the Agreement to the extent below.
CUSTOMER SERVICE DIVISION SUBCONTRACT AGREEMENTSubcontract Agreement • April 26th, 2013 • Goodman Networks Inc • Radiotelephone communications • Texas
This Customer Service Division Subcontract Agreement (hereinafter “Agreement”), is entered into this 30th day of September, 2001 (the “Effective Date”), by and between ALCATEL USA Marketing, Inc., (hereinafter “ALCATEL USA”), a Delaware corporation, with its principal place of business at 1000 Coit Road, Plano, Texas, 75075, and GNET (hereinafter “Seller”), a (x) corporation, ( ) partnership, ( ) sole proprietorship, or ( ) , organized under the laws of the State of Texas, with its principal place of business at 2081 Hutton Dr., Suite 201 Carrollton TX 75006.
No. 20110823.066.C Turf Program Agreement Between Goodman Networks, Inc. And AT&T Mobility LLCProprietary and Confidential • April 26th, 2013 • Goodman Networks Inc • Radiotelephone communications
THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.
SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2015 • Goodman Networks Inc • Radiotelephone communications
This Second Amendment (“Amendment”) to the Amended and Restated Employment Agreement (the “Executive Agreement”) between Goodman Networks Incorporated (the “Company”) and Jason A. Goodman (the “Executive”) is effective as of January 1, 2015 (the “Amendment Effective Date”).
April 9, 2014 Goodman Networks IncorporatedCredit Agreement • April 11th, 2014 • Goodman Networks Inc • Radiotelephone communications • New York
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement • February 14th, 2013 • Goodman Networks Inc • Texas
This Voting Agreement and Irrevocable Proxy is entered into as of June 24, 2009, by and among Goodman Networks Incorporated, a Texas corporation (“Company”), John Goodman (“Agent”) and the shareholder identified on the signature page hereto and the trustee and beneficiary of the shareholder identified on the signature page hereto (collectively, the “Shareholder”).
