INDENTURE DATED AS OF , 20 BETWEEN RIGNET, INC. as Issuer, AND as Trustee Providing for Issuance of Debt Securities in SeriesIndenture • May 10th, 2017 • RigNet, Inc. • Communications services, nec • New York
THIS INDENTURE, dated as of , 20 , between RigNet, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), and , a , as trustee (herein called the “Trustee”).
RigNet, Inc. Common Stock, par value $0.001 per share Form of Underwriting AgreementRigNet, Inc. • November 29th, 2010 • Communications services, nec • New York
Deutsche Bank Securities Inc. Jefferies & Company, Inc. As representatives of the several Underwriters named in Schedule I hereto, c/o Deutsche Bank Securities Inc. 60 Wall Street, 4th Floor New York, New York 10005
AGREEMENT AND PLAN OF MERGER by and among: VIASAT, INC., a Delaware corporation; ROYAL ACQUISITION SUB, INC., a Delaware corporation; and RIGNET, INC., a Delaware corporation Dated as of December 20, 2020Agreement and Plan of Merger • December 21st, 2020 • RigNet, Inc. • Communications services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 20, 2020, by and among: Viasat, Inc., a Delaware corporation (“Parent”); Royal Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”); and RigNet, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 6, 2017 among RIGNET, INC., as Borrower, THE SUBSIDIARIES OF THE BORROWER PARTY HERETO, as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer,...Credit Agreement • November 6th, 2017 • RigNet, Inc. • Communications services, nec • Texas
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of November 6, 2017, among RIGNET, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2012 • RigNet, Inc. • Communications services, nec • Texas
This Employment Agreement (“Agreement”), including the attached Exhibits A and B, which are made a part hereof for all purposes, between RigNet, Inc. (“Company”) and William D. Sutton (“Executive”) is effective as of March 14, 2012, (“Effective Date”). The Company and Executive agree as follows:
Employment AgreementEmployment Agreement • October 1st, 2010 • RigNet, Inc. • Texas
This Employment Agreement (“Agreement”), including the attached Exhibit A, which is made a part hereof for all purposes, between RigNet, Inc. (“Company”) and Mark B. Slaughter (“Executive”) is effective as of August 15, 2007 (“Effective Date”). The Company and Executive agree as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 1st, 2010 • RigNet, Inc. • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of _________, 20__ between RigNet Inc., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).
RIGNET, INC. 2010 OMNIBUS INCENTIVE PLAN (As Adopted May 26, 2010)RigNet, Inc. • November 4th, 2010 • Communications services, nec • Texas
PERFORMANCE UNIT AWARD AGREEMENTPerformance Unit Award Agreement • November 6th, 2020 • RigNet, Inc. • Communications services, nec • Delaware
This PERFORMANCE UNIT AWARD AGREEMENT (this “Agreement”) is made by and between RigNet, Inc. a Delaware corporation (the “Company”), and Errol Oliver (the “Holder” effective as of January 8, 2020 (the “Grant Date”). The Company hereby grants to the Holder 23,485 Performance Units at Target (the “Target Units”), 117,425 Performance Units at Maximum (the “Maximum Units”) and 18,788 Performance Units at Threshold (the “Threshold Units”) specified herein (the Target Units, Maximum Units and Threshold Units are collectively referred to as the “Performance Units”), which each Performance Unit represents a right to receive a share of Stock based upon the terms and conditions of this Agreement, as well as the achievement of the metrics set forth herein in exchange for such awarded Performance Units:
RESTRICTED STOCK AWARD AGREEMENT RigNet, Inc. 2010 Omnibus Incentive PlanRestricted Stock Award Agreement • May 27th, 2016 • RigNet, Inc. • Communications services, nec • Delaware
This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made by and between RigNet, Inc. a Delaware corporation (the “Company”), and (the “Employee”) effective as of the day of , 20 (the “Grant Date”), pursuant to the RigNet, Inc. 2010 Omnibus Incentive Plan (the “Plan”), a copy of which previously has been made available to the Employee and the terms and provisions of which are incorporated by reference herein.
THIRD Amendment AND JOINDER to THIRD AMENDED AND RESTATED Credit AGREEMENTCredit Agreement • February 24th, 2020 • RigNet, Inc. • Communications services, nec • Texas
THIS THIRD AMENDMENT AND JOINDER TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of February 21, 2020 (the “Effective Date”), among RIGNET, INC., a Delaware corporation (“Borrower”), Automation-CommunicationS-Engineering Corporation, a Louisiana corporation (“ACEC”), and Safety Controls, Inc., a Louisiana corporation (“SCI”, and together with ACEC, the “Joining Guarantors” and each a “Joining Guarantor”), the other Subsidiaries of Borrower party hereto as guarantors (together with the Joining Guarantors, the “Guarantors”), the lenders from time to time party hereto (the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (in such capacity, the “Agent”), Swingline Lender and L/C Issuer. Capitalized terms used but not defined in this Amendment have the meaning given to them in the Credit Agreement (defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2016 • RigNet, Inc. • Communications services, nec • Texas
RESTRICTED STOCK UNIT AWARD AGREEMENT RigNet, Inc. 2010 Omnibus Incentive PlanRestricted Stock Unit Award Agreement • May 3rd, 2018 • RigNet, Inc. • Communications services, nec • Delaware
This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made by and between RigNet, Inc. a Delaware corporation (the “Company”), and ###PARTICIPANT_NAME### (the “Employee”) effective as of ###GRANT_DATE### (the “Grant Date”), pursuant to the RigNet, Inc. 2010 Omnibus Incentive Plan (the “Plan”), a copy of which previously has been made available to the Employee and the terms and provisions of which are incorporated by reference herein.
INDEMNIFICATION AGREEMENT RIGNET, INC.Indemnification Agreement • December 13th, 2017 • RigNet, Inc. • Communications services, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of the day of December, 2017 between RigNet, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 6th, 2020 • RigNet, Inc. • Communications services, nec • Delaware
This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made by and between RigNet, Inc. a Delaware corporation (the “Company”), and Errol Olivier (the “Holder”) effective as of January 8, 2020 (the “Grant Date”). The Company hereby grants to the Holder the 18,787 Restricted Stock Units specified herein (the “RSUs”):
RIGNET, INC. INCENTIVE STOCK OPTION AWARD AGREEMENTIncentive Stock Option Award Agreement • May 27th, 2016 • RigNet, Inc. • Communications services, nec • Delaware
RigNet, Inc., a Delaware corporation (the “Company”), has granted an option (the “Option”) to purchase shares of the Company’s common stock, $0.001 par value (the “Stock”), to the individual whose name is set forth below on the “Name of Optionee” line (“Optionee”). The terms and conditions of the Option are set forth in this Incentive Stock Option Award Agreement, including the additional terms and conditions attached hereto (this “Agreement”), and in the RigNet, Inc. 2010 Omnibus Incentive Plan, as amended (the “Plan”), the terms of which are incorporated by reference herein in their entirety. Any term used in this Agreement that is not specifically defined herein shall have the meaning specified in the Plan.
NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • November 6th, 2020 • RigNet, Inc. • Communications services, nec • Delaware
This NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”) is made by and between RigNet, Inc. a Delaware corporation (the “Company”), and Errol Olivier (the “Holder”) effective as of January 8, 2020 (the “Grant Date”). The Company hereby grants to the Holder an option to purchase 10,299 shares of Stock of the Company at a price per share of $6.20 (the “Option Price”) as specified herein (the “Option”):
SEPARATION AGREEMENTSeparation Agreement • March 6th, 2018 • RigNet, Inc. • Communications services, nec • Texas
This Separation Agreement (this “Agreement”) is entered into between RigNet, Inc. (“Employer” or “Company”) and Charles E. Schneider (“Executive”) (Employer and Executive are collectively referred to herein as the “Parties”) as of February 2, 2018 (the “Execution Date”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 29th, 2016 • RigNet, Inc. • Communications services, nec • Texas
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of February 24, 2016, but effective as of December 31, 2015 (the “Effective Date”), among RIGNET, INC., a Delaware corporation (“Borrower”), certain subsidiaries of Borrower party hereto, as guarantors (“Guarantors”), the lenders from time to time party hereto (“Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (in such capacity, the “Agent”), Swingline Lender and L/C Issuer. Capitalized terms used but not defined in this Amendment have the meaning given them in the Credit Agreement (defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2013 • RigNet, Inc. • Communications services, nec • New York
This Registration Rights Agreement (this “Agreement”) is made effective as of November 5, 2013, by and among RigNet, Inc., a Delaware corporation (the “Company”), and Digital Investments LP (formerly known as, Dynamo Investment Partners L.P.), an exempted limited partnership organized under the laws of the Cayman Islands (the “Holder”).
SEVERANCE AGREEMENTSeverance Agreement • February 29th, 2016 • RigNet, Inc. • Communications services, nec • Texas
This Severance Agreement (this “Agreement”) is entered into between RigNet, Inc. (“Employer” or “Company”) and Mark B. Slaughter (“Executive”) (Employer and Executive are collectively referred to herein as the “Parties”) as of January 30, 2016 (the “Execution Date”).
TENTH AMENDMENT TO LEASELease • March 2nd, 2015 • RigNet, Inc. • Communications services, nec
This Tenth Amendment to Lease (“Amendment”), dated for reference purposes only , 2014 is attached to and becomes a part of that Lease between KWI Ashford Westchase Buildings, L.P., a Delaware limited partnership, (hereinafter called “Landlord”) and Rignet, Inc., (hereinafter called “Tenant”).
CREDIT AGREEMENT Dated as of May 29, 2009 among RIGNET, INC. as Borrower, BANK OF AMERICA, N.A., as Administrative Agent and The Other Lenders Party HeretoCredit Agreement • October 1st, 2010 • RigNet, Inc. • Texas
This CREDIT AGREEMENT (this “Agreement”) is entered into as of May 29, 2009, among RIGNET, INC., a Delaware corporation (“Borrower”), each lender from time to time party hereto (collectively, “Lenders” and each individually, a “Lender”), and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent for itself and the other Lenders.
FOURTH Amendment to THIRD AMENDED AND RESTATED Credit AGREEMENTCredit Agreement • September 9th, 2020 • RigNet, Inc. • Communications services, nec • Texas
THIS FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of September [__], 2020 (the “Effective Date”), among RIGNET, INC., a Delaware corporation (“Borrower”), certain Subsidiaries of Borrower party hereto, as guarantors (the “Guarantors”), the lenders from time to time party hereto (the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), Swingline Lender, L/C Issuer and a Lender.
RIGNET, INC. NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • May 27th, 2016 • RigNet, Inc. • Communications services, nec • Delaware
RigNet, Inc., a Delaware corporation (the “Company”), has granted an option (the “Option”) to purchase shares of the Company’s common stock, $0.001 par value (the “Stock”), to the individual whose name is set forth below on the “Name of Optionee” line (“Optionee”). The terms and conditions of the Option are set forth in this Nonqualified Stock Option Award Agreement, including the additional terms and conditions attached hereto (this “Agreement”), and in the RigNet, Inc. 2010 Omnibus Incentive Plan (the “Plan”), the terms of which are incorporated by reference herein in their entirety. Any term used in this Agreement that is not specifically defined herein shall have the meaning specified in the Plan.
RIGNET, INC. OMNIBUS AMENDMENT TO INCENTIVE PLAN AWARD AGREEMENTSRestricted Stock Award Agreement • May 3rd, 2018 • RigNet, Inc. • Communications services, nec
This Omnibus AMENDMENT (“Amendment”), dated as of May 2, 2018, amends the terms and conditions of those certain incentive plan award agreements governing the terms of incentive awards granted under the RigNet, Inc. 2010 Omnibus Incentive Plan, as amended (the “Plan”), by and between RigNet, Inc., a Delaware corporation (the “Company”), and [Name of Employee] (“Participant”), an employee of the Company. Terms used herein, unless otherwise defined herein, shall have the meanings ascribed to them in the Plan and in the specified award agreement.
RIGNET, INC. STOCK OPTION AGREEMENT (Incentive Stock Option)Stock Option Agreement • October 1st, 2010 • RigNet, Inc. • Texas
THIS OPTION AGREEMENT (the “Agreement”) is made and entered into on Month Day, 2006, by and between RigNet, Inc., a Delaware corporation (the “Company”) and (the “Optionee”) (together, the “Parties”).
FIRST AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 2, 2012 among RIGNET, INC., as Borrower, THE SUBSIDIARIES OF THE BORROWER PARTY HERETO, as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, and...RigNet, Inc. • July 5th, 2012 • Communications services, nec • Texas
This FIRST AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of July 2, 2012, among RIGNET, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.
RIGNET, INC. 2010 OMNIBUS INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • November 4th, 2010 • RigNet, Inc. • Communications services, nec • Delaware
RigNet, Inc., a Delaware corporation (the “Company”), has granted an option (the “Option”) to purchase shares of the Company’s common stock, $0.001 par value (the “Stock”), to the individual whose name is set forth below on the “Name of Optionee” line (“Optionee”). The terms and conditions of the Option are set forth in this Nonqualified Stock Option Award Agreement, including the additional terms and conditions attached hereto (this “Agreement”), and in the RigNet, Inc. 2010 Omnibus Incentive Plan (the “Plan”), the terms of which are incorporated by reference herein in their entirety. Any term used in this Agreement that is not specifically defined herein shall have the meaning specified in the Plan.
THIRD AMENDMENT TO SHARE PUCHASE AND SALE AGREEMENT AND OTHER PACTSShare Puchase and Sale Agreement • June 18th, 2020 • RigNet, Inc. • Communications services, nec
THIS SECOND AMENDMENT TO SHARE PURCHASE AGREEMENT AND OTHER PACTS (this “Amendment”) is dated as of June 4, 2020 and is made by and between:
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2010 • RigNet, Inc. • Texas
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made effective as of June 20, 2005, by and among RigNet, Inc., a Delaware corporation (the “Company”), Sanders Morris Harris Private Equity Group I, LP (“SMH PEG”), Energivekst AS (“Energivekst”), Altira Technology Fund III LLC (“Altira”), Sanders Opportunity Fund (Institutional), LP (“Sanders (Institutional)”), Sanders Opportunity Fund, LP (“Sanders Opportunity”), Don A. Sanders (“Don Sanders”), Kathy Sanders (“Kathy Sanders”) and DE-PMI Partners, L.P. (“DE-PMI”)(each, a “Holder,” and collectively, the “Holders”) in each of their capacities, as applicable, as holders of shares of Series A Preferred Stock (as defined below), as holders of shares of Series B Preferred Stock (as defined below) and as holders of shares of Series C Preferred Stock (as defined below).
PERFORMANCE UNIT AWARD AGREEMENTPerformance Unit Award Agreement • November 6th, 2020 • RigNet, Inc. • Communications services, nec • Delaware
This PERFORMANCE UNIT AWARD AGREEMENT (this “Agreement”) is made by and between RigNet, Inc. a Delaware corporation (the “Company”), and Errol Oliver (the “Holder”) effective as of January 8, 2020 (the “Grant Date”). The Company hereby grants to the Holder the Performance Units specified herein (the “Performance Units”), which each Performance Unit represents a right to receive a share of Stock based upon the terms and conditions of this Agreement, as well as the achievement of the metrics set forth herein in exchange for such awarded Performance Units:
OFFICE LEASE BETWEEN PARK 10 TENANT LLC as Landlord AND RIGNET, INC. as Tenant Dated: January 26, 2017Office Lease • March 6th, 2017 • RigNet, Inc. • Communications services, nec
THIS OFFICE LEASE (“Lease”) is made as of the 26th day of January, 2017 (“Date of Lease”), by and between PARK 10 TENANT LLC, Delaware limited liability company, as successor-in-interest to Park Ten Owner LLC, a Texas limited liability company under that certain Master Lease Agreement dated May 17, 2013 (“Landlord”), and RIGNET, INC., a Delaware corporation (“Tenant”).
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 20th, 2016 • RigNet, Inc. • Communications services, nec • Texas
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of December 16, 2016 (the “Effective Date”), among RIGNET, INC., a Delaware corporation (“Borrower”), certain subsidiaries of Borrower party hereto, as guarantors (“Guarantors”), the lenders from time to time party hereto (“Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (in such capacity, the “Agent”), Swingline Lender and L/C Issuer. Capitalized terms used but not defined in this Amendment have the meaning given them in the Credit Agreement (defined below).
NONDISCLOSURE AND STANDSTILL AGREEMENTNondisclosure and Standstill Agreement • November 6th, 2013 • RigNet, Inc. • Communications services, nec • Delaware
This Nondisclosure and Standstill Agreement (this “Agreement”) by and between RigNet, Inc., a Delaware corporation (“RigNet” or the “Company”), and Digital Oilfield Investments LP (formerly known as, Dynamo Investment Partners L.P.) (“Digital”, and together with RigNet, each a “Party” and collectively, the “Parties”), is dated as of the date set forth on the signature page hereto.
