0001193125-10-112938 Sample Contracts

GOODMAN GLOBAL GROUP, INC. $586,000,000 11.500% Senior Discount Notes due 2014 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 7th, 2010 • Goodman Global Group, Inc. • New York

This REGISTRATION RIGHTS AGREEMENT dated December 16, 2009 (the “Agreement”), is entered into by and among Goodman Global Group, Inc., a Delaware corporation (the “Company”), and J.P. Morgan Securities Inc. (“JPMorgan”), as representative of the several initial purchasers listed in Schedule 1 to the Purchase Agreement (as defined below) ( collectively, the “Initial Purchasers”).

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RETIREMENT AGREEMENT AND RELEASE
Retirement Agreement • May 7th, 2010 • Goodman Global Group, Inc. • Delaware

This Retirement Agreement and Release (“Agreement”), dated as of April 30, 2010 (the “Effective Date”), is entered into by and between Donald R. King (“Executive”) and Goodman Global, Inc. (together with its subsidiaries and affiliates, “Company”).

FORM OF AMENDMENT TO [EMPLOYMENT/SEVERANCE] AGREEMENT
Employment Agreement • May 7th, 2010 • Goodman Global Group, Inc.

This Amendment No. [ ] (this “Amendment”), dated as of December [ ], 2008, is made by and between Goodman Global, Inc., a Delaware corporation (the “Company”) and [ ] (the “Executive”).

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