Amendment 1 to Turf Program Agreement Number 20110823.066.A.001 Between Goodman Networks, Inc. And AT&T Mobility LLC

Exhibit 10.2

THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, 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 1 to Turf Program Agreement

Number 20110823.066.A.001

Between

Xxxxxxx Networks, Inc.

And

AT&T Mobility LLC

Agreement Number 201 10823.066.A.001

AMENDMENT NO. 1

To

AGREEMENT NO. 20110823.066.C

This Amendment, effective on the date when signed by the last Party (“Effective Date”), and amending Agreement No.20110823.066.C, is by and between Xxxxxxx Networks, Inc., a Texas corporation (“Supplier”), and AT&T Mobility LLC, a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties”.

WITNESSETH

WHEREAS, Supplier and AT&T entered into Agreement No. 20110823.066.C on December 16, 2011 (the “Agreement”); and

WHEREAS, Supplier and AT&T desire to amend the Agreement as hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Parties hereto agree as follows:

Appendix C entitled “Turf Listing” is hereby deleted and replaced with the following:

Appendix C –Turf Listing

*****

THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, 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 “*****”.

Proprietary and Confidential

This Amendment and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party representatives, and Supplier except under written agreement by the contracting parties.

Agreement Number 201 10823.066.A.001

The terms and conditions of Agreement No. 20110823.066.C in all other respects remain unmodified and in full force and effect.

Original signature transmitted and received via facsimile or other electronic transmission of a scanned document, (e.g., .pdf or similar format) are true and valid signatures for all purposes hereunder and shall bind the Parties to the same extent as that of an original signature. This Amendment may be executed in multiple counterparts, each of which shall be deemed to constitute an original but all of which together shall constitute only one document.

IN WITNESS WHEREOF, the Parties have caused this Amendment to Agreement No. 20110823.066.C to be executed, as of the date the last Party signs.

Xxxxxxx Networks, Inc.						AT&T Mobility LLC
						By AT&T Services, Inc., its authorized representative.
By:		/s/ Xxxxx X. Xxxxxx Xx.				By:		/s/ Xxx Xxxxxx
Printed Name:		Xxxxx X. Xxxxxx Xx.				Printed Name:		Xxx Xxxxxx
Title:		General Counsel				Title:		President – Supply Chain & Fleet Operations
Date:		January 24, 2012				Date:		January 23, 2012

Proprietary and Confidential

This Amendment and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party representatives, and Supplier except under written agreement by the contracting parties.