NOMINATING AGREEMENTNominating Agreement • December 3rd, 2010 • Sector Performance Fund Lp • Radiotelephone communications • Delaware
This NOMINATING AGREEMENT (this “Agreement”) is made as of November 16, 2010 by and among UniTek Global Service, Inc., a Delaware corporation (the “Company”), and those holders of capital stock of the Company listed on Exhibit A hereto (each a “Controlling Stockholder” and collectively, the “Controlling Stockholders”).
JOINT FILING AGREEMENTJoint Filing Agreement • December 3rd, 2010 • Sector Performance Fund Lp • Radiotelephone communications
Each of the undersigned hereby agrees that the statement on Schedule 13D, dated February 8, 2010 (the “Schedule 13D”), with respect to the Common Stock of Berliner Communications, Inc. is, and any amendments thereto shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Joint Filing Agreement shall be included as an exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other party, except to the extent that it knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts,
SERIES B PREFERRED STOCK CONVERSION AGREEMENTSeries B Preferred Stock Conversion Agreement • December 3rd, 2010 • Sector Performance Fund Lp • Radiotelephone communications • Delaware
This Series B Preferred Stock Conversion Agreement (the “Agreement”) is made and entered into on November 16, 2010, by and among UniTek Global Services, Inc., a Delaware corporation (the “Company”), and the holders of the Series B Convertible Preferred Stock of the Company, par value $0.00002 per share (the “Series B Preferred Stock”), set forth on the signature pages hereto (each a “Stockholder” and collectively, the “Stockholders”).
MONITORING & OVERSIGHT TERMINATION AGREEMENTMonitoring & Oversight Termination Agreement • December 3rd, 2010 • Sector Performance Fund Lp • Radiotelephone communications • Texas
This Monitoring & Oversight Termination Agreement (the “Agreement”) is made and entered into on November 16, 2010, by and among UniTek Global Services, Inc., a Delaware corporation (f/k/a/ Berliner Communications, Inc.) (together with its successors, “UniTek Global”), BCI Communications, Inc., a Delaware corporation and a wholly-owned subsidiary of UniTek Global (together with its successors, “BCI”), Unitek USA, LLC, a Delaware limited liability company (together with its successors, the “Company”), UniTek Holdings, Inc., a Delaware corporation (together with its successors, “Holdings”), UniTek Midco, Inc., a Delaware corporation (together with its successors, “Midco”) and UniTek Acquisition, Inc., a Delaware corporation (together with its successors, “Acquisition”), and collectively with UniTek Global, BCI, the Company, Holdings and Midco, the “Clients”), and HM Capital Partners I, LP, a Delaware limited partnership (together with its successors, “HM LP”).
