INDEMNIFICATION AGREEMENTIndemnification Agreement • January 27th, 2010 • Berliner Communications Inc • Radiotelephone communications • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of January 27, 2010 between Berliner Communications, Inc., a Delaware corporation (the “Company”), and [______________] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 27th, 2010 • Berliner Communications Inc • Radiotelephone communications • Pennsylvania
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered as of July 5, 2009 (the “Effective Date”), by and between Unitek USA, LLC, a Delaware limited liability company (“Unitek”), and C. Scott Hisey (“Employee”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • January 27th, 2010 • Berliner Communications Inc • Radiotelephone communications • New Jersey
THIS AMENDMENT (this “Amendment”), is made and entered into as of January 27, 2010, by and between Berliner Communications, Inc., a Delaware corporation (the “Company”), and Nicholas Day (the “Employee”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • January 27th, 2010 • Berliner Communications Inc • Radiotelephone communications
THIS AMENDMENT (this “Amendment”), dated as of December 23, 2009, is entered into by and between Unitek USA, LLC, a Delaware limited liability company (the “Company”), and Peter Giacalone (“Employee”).
VOTING AGREEMENTVoting Agreement • January 27th, 2010 • Berliner Communications Inc • Radiotelephone communications • Delaware
THIS VOTING AGREEMENT (this “Agreement”), dated as of January 27, 2010, is made by and among Berliner Communications, Inc. a Delaware corporation (“Parent”), HM Capital Partners, LLC, a Texas limited liability company (together with its permitted successors appointed in accordance with terms of the Merger Agreement (as defined below), the “Company Representative”), and those holders of capital stock of Parent listed on Exhibit A hereto (each a “Controlling Stockholder” and collectively, the “Controlling Stockholders”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Merger Agreement.
CREDIT SUPPORT AGREEMENTCredit Support Agreement • January 27th, 2010 • Berliner Communications Inc • Radiotelephone communications • New York
This CREDIT SUPPORT AGREEMENT, dated as of January 27, 2010 (the “Effective Date”) (as amended, amended and restated, renewed, extended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among Sector Performance Fund, LP, a Delaware limited partnership (“Sector Fund”), SPF SBS LP, a Delaware limited partnership (“Sector SBS”; and together with Sector Fund, the “Credit Support Parties”), Unitek Holdings, Inc., a Delaware corporation (“Unitek”), and Berliner Communications, Inc., a Delaware corporation (“Berliner”; together with Unitek, the “Obligors”).
AGREEMENT AND PLAN OF MERGER by and among BERLINER COMMUNICATIONS, INC., BCI EAST, INC., RICH BERLINER (as Parent Representative), HM CAPITAL PARTNERS LLC (as Company Representative) and UNITEK HOLDINGS, INC. Dated as of January 27, 2010Merger Agreement • January 27th, 2010 • Berliner Communications Inc • Radiotelephone communications • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is dated as of January 27, 2010, by and among Berliner Communications, Inc., a Delaware corporation (“Parent”), BCI East, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), Unitek Holdings, Inc., a Delaware corporation (the “Company”), Rich Berliner (solely in his capacity as Parent Representative) (the “Parent Representative”) and HM Capital Partners LLC (solely in its capacity as Company Representative) (the “Company Representative”).
Berliner Communications, Inc.Stock Option Award Agreement • January 27th, 2010 • Berliner Communications Inc • Radiotelephone communications • New York
THIS STOCK OPTION AWARD AGREEMENT (this “Award Agreement”) is entered into effective as of ___________, ____ by and between Berliner Communications, Inc., a Delaware corporation (the “Company”), and _________ (the “Optionee”) pursuant to the Berliner Communications, Inc. 2007 Equity Incentive Plan (the “Plan”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • January 27th, 2010 • Berliner Communications Inc • Radiotelephone communications • New Jersey
This AMENDMENT (this “Amendment”) is made and entered into as of January 27, 2010, by and between Berliner Communications, Inc., a Delaware corporation (the “Company”), and Raymond A. Cardonne, Jr. (the “Employee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 27th, 2010 • Berliner Communications Inc • Radiotelephone communications • Delaware
MONITORING AND OVERSIGHT AGREEMENTMonitoring and Oversight Agreement • January 27th, 2010 • Berliner Communications Inc • Radiotelephone communications • Texas
In light of recent court decisions concerning the rights of corporate directors and officers (including directors designated by sponsor shareholder investors) to advancement of expenses and indemnification, HM Capital Partners LLC (“HM Capital”) and...Advancement and Indemnification Rights Agreement • January 27th, 2010 • Berliner Communications Inc • Radiotelephone communications
This Agreement clarifies certain rights of (i) HM Capital; (ii) any HM Capital Affiliate or other persons or entities providing management, advisory, consulting or other services at the direction or request of HM Capital or any HM Capital Affiliate to or for the benefit of the Company or any successors or direct or indirect parents or subsidiaries of the Company (individually, including the Company, a “Berliner Company,” and collectively, including the Company, the “Berliner Companies”); (iii) any Fund; (iv) any persons designated by HM Capital, any HM Capital Affiliate or any Fund to serve as a director, officer, board observer, partner, trustee, fiduciary, manager, employee, agent, consultant or advisor, or functional or foreign equivalent of the foregoing, of or to any of the Berliner Companies or of or to any partnership or joint venture of which any Berliner Company is a partner or member (collectively, the “HM Capital Designees”); and (v) any direct or indirect partners (includin
BERLINER COMMUNICATIONS, INC. Common Stock Purchase Warrant January [__], 2010Common Stock Purchase Warrant • January 27th, 2010 • Berliner Communications Inc • Radiotelephone communications • New York
BERLINER COMMUNICATIONS, INC., a Delaware corporation, hereby certifies that, for value received, [Holder] or permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time or from time to time before 5:00 p.m., New York City time, on the Expiration Date (such capitalized term and all other capitalized terms used herein having the respective meanings provided herein), [______] fully paid and nonassessable shares of Common Stock at a purchase price per share equal to the Purchase Price. The number of such shares of Common Stock and the Purchase Price are subject to adjustment as provided in this Common Stock Purchase Warrant (this “Warrant”).
