Globecomm Systems Inc Sample Contracts

Globecomm Systems Inc – GLOBECOMM SYSTEMS INC. AMENDED AND RESTATED BYLAWS (December 12th, 2013)
Globecomm Systems Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GLOBECOMM SYSTEMS INC. (December 12th, 2013)

SECOND: The address of the Corporation’s registered office in the State of Delaware is the Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808, and the name of the registered agent of the Corporation in the State of Delaware at such address is Corporation Service Company.

Globecomm Systems Inc – AMENDMENT 2 TO EMPLOYMENT AGREEMENT (September 13th, 2013)

This Amendment 2, dated as of June 21, 2013, amends that certain Employment Agreement made and entered into on October 9, 2001, and amended on January 21, 2009 (collectively the “Employment Agreement”), by and between Globecomm Systems Inc., a Delaware corporation with principal offices located at 45 Oser Avenue, Hauppauge, NY 11788 (the “Company”), and David E. Hershberg (the “Executive”).

Globecomm Systems Inc – Globecomm Reports Fiscal 2013 Fourth Quarter and Full Year Financial Results (September 13th, 2013)

HAUPPAUGE, N.Y.—(BUSINESS WIRE)—September 13, 2013— Globecomm Systems Inc. (NASDAQ:GCOM), a leading communications solutions provider, today announced financial results for the fiscal 2013 fourth quarter and fiscal year ended June 30, 2013. Globecomm is reporting its financial results on a generally accepted accounting principles (GAAP) basis as well as adjusted EBITDA and adjusted diluted net income per common share, both non-GAAP financial measures, for which the Company provides detailed reconciliations in the attached tables. The following are highlights:

Globecomm Systems Inc – WASSERSTEIN PARTNERS III, LP (August 29th, 2013)

This letter agreement sets forth the commitment of Wasserstein Partners III, LP (“Sponsor”), on the terms and subject to the conditions described herein, to purchase, or cause the purchase of, the equity of Wasserstein Cosmos Co-Invest, L.P., a Delaware limited partnership (“Parent”) formed for purposes of the transactions set forth herein. It is contemplated that, pursuant to the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), among Parent, Cosmos Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Globecomm Systems Inc., a Delaware corporation (the “Company”), Parent will acquire the Company by merging Merger Sub with and into the Company. Capitalized terms used and not defined herein have the meanings given to them in the Merger Agreement.

Globecomm Systems Inc – Guaranty (August 29th, 2013)

This Guaranty, dated as of August 25, 2013 (this “Guaranty”), by Wasserstein Partners III, LP (the “Guarantor”), is in favor of Globecomm Systems Inc., a Delaware corporation (the “Company”). Reference is hereby made to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, among the Company, Wasserstein Cosmos Co-Invest, L.P., a Delaware limited partnership (“Parent”), and Cosmos Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.

Globecomm Systems Inc – AGREEMENT AND PLAN OF MERGER dated as of August 25, 2013 among GLOBECOMM SYSTEMS INC., WASSERSTEIN COSMOS CO-INVEST, L.P. and COSMOS ACQUISITION CORP. (August 29th, 2013)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of August 25, 2013 by and among Globecomm Systems Inc., a Delaware corporation (the “Company”), Wasserstein Cosmos Co-Invest, L.P., a Delaware limited partnership (“Parent”), and Cosmos Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Subsidiary”).

Globecomm Systems Inc – INDEMNIFICATION AGREEMENT (February 11th, 2013)

This Indemnification Agreement (“Agreement”), dated as of December , 2012, is by and between GLOBECOMM SYSTEMS INC., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR] (the “Indemnitee”).

Globecomm Systems Inc – Globecomm Reports Fiscal 2012 Fourth Quarter and Fiscal Year 2012 Financial Results (September 11th, 2012)

HAUPPAUGE, N.Y.—(BUSINESS WIRE)—September 11, 2012— Globecomm Systems Inc. (NASDAQ:GCOM), a leading global communications solutions provider, today announced financial results for the fiscal 2012 fourth quarter and fiscal year ended June 30, 2012. Globecomm is reporting its financial results on a generally accepted accounting principles (GAAP) basis as well as adjusted EBITDA and adjusted diluted net income per common share, both non-GAAP financial measures, for which the Company provides detailed reconciliations on the attached tables. The following are highlights.

Globecomm Systems Inc – Globecomm Systems Reports Fiscal 2012 Third Quarter and Nine Month Financial Results (May 9th, 2012)

Globecomm Systems Inc. (NASDAQ:GCOM), a leading global provider of communications solutions and services, today announced financial results for the fiscal 2012 third quarter and nine months ended March 31, 2012. Globecomm is reporting its financial results on a generally accepted accounting principles (GAAP) basis as well as adjusted EBITDA and adjusted diluted net income per common share, both non-GAAP financial measures, for which the Company provides detailed reconciliations on the attached tables. The following are highlights:

Globecomm Systems Inc – GLOBECOMM SYSTEMS INC. AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN ARTICLE ONE GENERAL PROVISIONS (September 13th, 2011)
Globecomm Systems Inc – Globecomm Reports Fiscal 2011 Fourth Quarter and Fiscal Year 2011 Financial Results (September 8th, 2011)

HAUPPAUGE, N.Y.—(BUSINESS WIRE)—September 8, 2011— Globecomm Systems Inc. (NASDAQ:GCOM), a leading global provider of communications solutions and services, today announced financial results for the fiscal 2011 fourth quarter and fiscal year ended June 30, 2011. Globecomm is reporting its financial results on a generally accepted accounting principles (GAAP) basis as well as adjusted EBITDA and adjusted diluted net income per common share, both non-GAAP financial measures, for which the Company provides detailed reconciliations on the attached tables. The following are highlights:

Globecomm Systems Inc – Contract (August 22nd, 2011)

This Employment Agreement (this “Agreement”), made and entered as of the 23 day of June, 2011, by and between Globecomm Systems Inc., a Delaware corporation with principal offices located at 45 Oser Avenue, Hauppauge, NY 11788 (the “Company”) and Andrew Silberstein (the “Executive”).

Globecomm Systems Inc – CREDIT AGREEMENT Dated as of July 18, 2011 by and between GLOBECOMM SYSTEMS INC. and CITIBANK, N.A., as Administrative Agent and THE LENDERS PARTY HERETO (July 21st, 2011)

CREDIT AGREEMENT dated as of July 18, 2011, by and between GLOBECOMM SYSTEMS INC., a Delaware corporation (the “Company”), the LENDERS which from time to time are parties to this Agreement (individually, a “Lender” and, collectively, the “Lenders”) and CITIBANK, N.A., a national banking association, as Administrative Agent.

Globecomm Systems Inc – AMENDMENT NO. 1 TO ACQUISITION AGREEMENT (June 17th, 2011)

THIS AMENDMENT NO. 1 (“Amendment 1”) to that certain Acquisition Agreement dated March 5, 2010, by and among Satellite Telecom Holdings Limited (formerly Carrier to Carrier Telecom Holdings Limited), a limited liability company incorporated under the laws of Gibraltar (the “Seller”), Globecomm Systems Inc., a Delaware corporation (the “Buyer”), Globecomm Holdings B.V., a private limited liability company incorporated under the laws of the Netherlands (“GHBV”), and Evolution Communications Limited (formerly Globecomm (BVI) Ltd.), a limited liability company incorporated under the laws of the British Virgin Islands (“Evocomm”), (the “Agreement”), is made on 17-June-2011, by and between Seller, Buyer, GHBV, and Evocomm. Buyer, GHBV, and Evocomm are collectively referred to as “the Buyer Parties” in this Amendment 1. Capitalized terms used in this Amendment 1 shall have the meanings assigned to such terms in the Agreement unless otherwise defined in this Amendment 1.

Globecomm Systems Inc – Globecomm Systems Reports Fiscal 2011 Third Quarter and Record Nine-Month Financial Results (May 9th, 2011)

HAUPPAUGE, N.Y.—(BUSINESS WIRE)—May 9, 2011— Globecomm Systems Inc. (NASDAQ:GCOM), a leading global provider of communications solutions and services, today announced financial results for the fiscal 2011 third quarter and nine months ended March 31, 2011. Globecomm is reporting its financial results on a generally accepted accounting principles (GAAP) basis as well as adjusted EBITDA and adjusted diluted net income per common share, both non-GAAP financial measures, for which the Company provides detailed reconciliations on the attached tables. The following are highlights:

Globecomm Systems Inc – AGREEMENT AND PLAN OF MERGER dated as of April 8, 2011 by and among COMSOURCE, INC., GLOBECOMM SYSTEMS INC., COMSOURCE MERGER SUB, INC. and Jerald L. Cruce, as the Stockholders’ Representative (April 13th, 2011)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of April 8, 2011 by and among ComSource, Inc., a Maryland corporation (the “Company”), Globecomm Systems Inc., a Delaware corporation (“Parent”), ComSource Merger Sub, Inc., a Maryland corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), and Jerald L. Cruce, as the representative of the Company Stockholders (as defined below) for purposes of this Agreement (the “Stockholders’ Representative”).

Globecomm Systems Inc – TERM LOAN NOTE (April 13th, 2011)

This Note is one of the “Term Loan Notes” issued pursuant to and entitled to the benefits of the Credit Agreement dated as of March 11, 2009 by and between the Company and the Bank (as the same may be amended, modified or supplemented from time to time, the “Credit Agreement”), to which reference is hereby made for a more complete statement of the terms and conditions under which the Term Loan evidenced hereby was made and is to be repaid. Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.

Globecomm Systems Inc – AMENDMENT NO. 5 TO CREDIT AGREEMENT (April 13th, 2011)

AMENDMENT NO. 5 TO CREDIT AGREEMENT, dated as of April 7, 2011 (the “Amendment”) to the CREDIT AGREEMENT dated as of March 11, 2009, by and between GLOBECOMM SYSTEMS INC., a Delaware corporation (the “Company”) and CITIBANK N.A., a national banking association (the “Bank”) (as same has been and may be further amended, restated, supplemented or otherwise modified, from time to time, the “Credit Agreement”).

Globecomm Systems Inc – AMENDMENT NO. 4 TO CREDIT AGREEMENT (June 3rd, 2010)

AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of May 28, 2010 (the “Amendment”) to the CREDIT AGREEMENT dated as of March 11, 2009, by and between GLOBECOMM SYSTEMS INC., a Delaware corporation (the “Company”) and CITIBANK N.A., a national banking association (the “Bank”) (as same has been and may be further amended, restated, supplemented or otherwise modified, from time to time, the “Credit Agreement”).

Globecomm Systems Inc – Document-EX-2.3 Description-Audited Financial Statements for Evocomm Communications Limited and its subsidiary (May 21st, 2010)

Evolution Communication Limited and its subsidiary (Registration number 630144) Annual financial statements for the year ended 31 December 2009

Globecomm Systems Inc – Consent of Independent Registered Public Accounting Firm (May 21st, 2010)
Globecomm Systems Inc – Document-EX-2.4 Description-Pro Forma Financial Statements (May 21st, 2010)

On March 5, 2010, pursuant to an Acquisition Agreement (the “Acquisition Agreement”) and a supplemental Asset Purchase Agreement, the Company, acting through its indirect wholly-owned subsidiaries Globecomm Holdings B.V. and Globecomm (BVI) Ltd, acquired from Carrier to Carrier Telecom Holdings Ltd (the “Seller”), a privately owned company, all of the issued shares of Carrier to Carrier Telecom B.V., or C2C, a company incorporated in the Netherlands, and the business assets of Evocomm Communications Limited, or Evocomm, each C2C and Evocomm being a wholly-owned subsidiary of the Seller. Pursuant to the terms of the acquisition the Company also acquired from Evocomm all the issued shares of Evosat (Pty) Ltd, a company incorporated in South Africa.

Globecomm Systems Inc – ASSET PURCHASE AGREEMENT (March 9th, 2010)

This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 5th, 2010, and effective as of February 28, 2010 (the “Effective Date”), by and among Carrier to Carrier Telecom Holdings Limited, a limited liability company incorporated under the laws of Gibraltar with commercial register number 97853 (the “Parent”), Evocomm Communications Limited (“Evocomm”), a limited liability company incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of the Parent, and Globecomm (BVI) Ltd (the “Buyer”), a limited liability company incorporated under the laws of the British Virgin Islands, and an indirectly wholly-owned subsidiary of Globecomm Systems Inc. (“Globecomm”), a company incorporated under the laws of the State of Delaware.

Globecomm Systems Inc – ACQUISITION AGREEMENT (March 9th, 2010)

This ACQUISITION AGREEMENT is made and entered into as of this 5th day of March, 2010, by and among Carrier to Carrier Telecom Holdings Limited, a limited liability company incorporated under the laws of Gibraltar with registered number 97853 (the “Seller”), Globecomm Systems Inc., a Delaware corporation (the “Buyer”), Globecomm Holdings B.V. (“GHBV”), a private limited liability company incorporated under the laws of the Netherlands, and Globecomm (BVI) Ltd (“GBVI”), a limited liability company incorporated under the laws of the British Virgin Islands (each of GHBV and GBVI being indirect wholly-owned subsidiaries of the Buyer and together referred to as the “Buyer Subsidiaries”). The Buyer and the Buyer Subsidiaries are from time to time collectively referred to herein as the “Buyer Parties.”

Globecomm Systems Inc – Globecomm Systems Inc./Telaurus 2009 Special Equity Incentive Plan (December 11th, 2009)
Globecomm Systems Inc – AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (September 14th, 2009)

This Amendment (this “Amendment”), dated as of April 1, 2008, amends that certain Employment Agreement made and entered into on the 23rd day of April, 2007, as amended by an amendment dated as of April 1, 2008 (the “Employment Agreement’) by and between Globecomm Systems Inc., a Delaware corporation with principal offices located at 45 Oser Avenue, Hauppauge, N.Y. 11788 (the “Company”), and William Raney (the “Executive”).

Globecomm Systems Inc – Globecomm Systems Inc./Telaurus 2009 Special Equity Incentive Plan (September 14th, 2009)
Globecomm Systems Inc – Contract (September 14th, 2009)

This Employment Agreement (this “Agreement”), made and entered as of the 1st day of July, 2009, by and between Globecomm Systems Inc., a Delaware corporation with principal offices located at 45 Oser Avenue, Hauppauge, NY 11788 (the “Company”) and Keith Hall (the “Executive”).

Globecomm Systems Inc – CREDIT AGREEMENT Dated as of March 11, 2009 by and between GLOBECOMM SYSTEMS INC. and CITIBANK, N.A. (March 16th, 2009)

CREDIT AGREEMENT dated as of March 11, 2009, by and between GLOBECOMM SYSTEMS INC., a Delaware corporation (the “Company”) and CITIBANK N.A., a national banking association (the “Bank”).

Globecomm Systems Inc – AMENDMENT TO EMPLOYMENT AGREEMENT (January 27th, 2009)

This Amendment (this “Amendment”), dated as of January 21, 2009, amends that certain Employment Agreement (the “Employment Agreement”) made and entered into on the 9th day of October 2001, by and between Globecomm Systems Inc., a Delaware corporation with principal offices located at 45 Oser Avenue, Hauppauge, N.Y. 11788 (the “Company”), and Donald Woodring (the “Executive”).

Globecomm Systems Inc – AMENDMENT TO EMPLOYMENT AGREEMENT (January 27th, 2009)

This Amendment (this “Amendment”), dated as of January 21, 2009, amends that certain Employment Agreement (the “Employment Agreement”) made and entered into on the 30th day of June 2008, by and between Globecomm Systems Inc., a Delaware corporation with principal offices located at 45 Oser Avenue, Hauppauge, N.Y. 11788 (the “Company”), and Keith Hall (the “Executive”).

Globecomm Systems Inc – AMENDMENT TO EMPLOYMENT AGREEMENT (January 27th, 2009)

This Amendment (this “Amendment”), dated as of January 21, 2009, amends that certain Employment Agreement (the “Employment Agreement”) made and entered into on the 9th day of October 2001, by and between Globecomm Systems Inc., a Delaware corporation with principal offices located at 45 Oser Avenue, Hauppauge, N.Y. 11788 (the “Company”), and David E. Hershberg (the “Executive”).

Globecomm Systems Inc – AMENDMENT TO EMPLOYMENT AGREEMENT (January 27th, 2009)

This Amendment (this “Amendment”), dated as of January 21, 2009, amends that certain Employment Agreement (the “Employment Agreement”) made and entered into on the 9th day of October 2001, by and between Globecomm Systems Inc., a Delaware corporation with principal offices located at 45 Oser Avenue, Hauppauge, N.Y. 11788 (the “Company”), and Paul J. Johnson (the “Executive”).

Globecomm Systems Inc – AMENDMENT TO EMPLOYMENT AGREEMENT (January 27th, 2009)

This Amendment (this “Amendment”), dated as of January 21, 2009, amends that certain Employment Agreement (the “Employment Agreement”) made and entered into on the 9th day of October 2001, by and between Globecomm Systems Inc., a Delaware corporation with principal offices located at 45 Oser Avenue, Hauppauge, N.Y. 11788 (the “Company”), and Paul Eterno (the “Executive”).