Spok Holdings, Inc Sample Contracts

CREDIT AGREEMENT dated as of November 16, 2004, among
Credit Agreement • November 17th, 2004 • USA Mobility, Inc • Radiotelephone communications • New York

This CREDIT AGREEMENT (this “Agreement”) dated as of November 16, 2004, among METROCALL, INC., a Delaware corporation (“Metrocall”), and ARCH WIRELESS OPERATING COMPANY, INC., a Delaware corporation (“Arch” and, together with Metrocall, “Borrowers”), USA MOBILITY, INC., a Delaware corporation (“Holdings”), the other Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, UBS SECURITIES LLC, as lead arranger (in such capacity, “Arranger”), as documentation agent (in such capacity, “Documentation Agent”) and as syndication agent (in such capacity, “Syndication Agent”), and UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties.

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Spok Holdings, Inc. and Computershare Trust Company, N.A. as Rights Agent Rights Agreement Dated as of September 2, 2021 RIGHTS AGREEMENT
Rights Agreement • September 3rd, 2021 • Spok Holdings, Inc • Radiotelephone communications • Delaware

The Agreement provides that until the Distribution Date (or earlier redemption, exchange, termination or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption, exchange, termination or expiration of the Rights), new Common Stock certificates issued after the close of business on the Record Date upon transfer or new issuance of the Common Stock will contain a notation incorporating the Agreement by reference, and the Company will deliver a notice to that effect upon the transfer or new issuance of book entry shares. Until the Distribution Date (or earlier redemption, exchange, termination or expiration of the Rights), the surrender for transfer of any certificates for Common Stock or any book entry shares, with or without such notation, notice or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate or th

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DIRECTOR’S INDEMNIFICATION AGREEMENT
Director’s Indemnification Agreement • October 30th, 2008 • USA Mobility, Inc • Radiotelephone communications • Delaware

This Director’s Indemnification Agreement (“Agreement”) is made as of October 30, 2008 (the “Effective Date”) by and between USA Mobility, Inc., a Delaware corporation (the “Company”), and___, who serves as a Director of the Company (“Indemnitee”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • October 30th, 2008 • USA Mobility, Inc • Radiotelephone communications • Virginia

This Amended and Restated Employment Agreement, dated as of October 30, 2008 (the “Agreement”) is made by and between USA Mobility, Inc., a Delaware corporation (the “Company”) and Vincent D. Kelly (the “Executive”).

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AMENDED AND RESTATED CREDIT AGREEMENT by and among USA MOBILITY, INC. ARCH WIRELESS, INC., USA MOBILITY WIRELESS, INC. and AMCOM SOFTWARE, INC. as Borrowers, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO CAPITAL FINANCE, LLC...
Credit Agreement • March 4th, 2011 • USA Mobility, Inc • Radiotelephone communications • Illinois

THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of March 3, 2011, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO CAPITAL FINANCE, LLC (formerly known as Wells Fargo Foothill, LLC), a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), USA MOBILITY, INC., a Delaware corporation (“Parent”), ARCH WIRELESS, INC., a Delaware corporation (“Arch”), USA MOBILITY WIRELESS, INC., a Delaware corporation (“Wireless”) and AMCOM SOFTWARE, INC., a Delaware corporation (“Amcom”; Parent, Arch, Wireless and Amcom are collectively, the “Borrowers” and individually, a “Borrower”).

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SPOK HOLDINGS, INC. Adopted by the Board of Directors Upon Recommendation of the Compensation Committee on December 9, 2014 To Be Effective as of January 1, 2015
Spok Holdings, Inc • March 1st, 2018 • Radiotelephone communications • Delaware
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USA MOBILITY, INC. 2011 LONG-TERM INCENTIVE PLAN Adopted by the Board of Directors Upon Recommendation of the Compensation Committee on March 15, 2011 To Be Effective as of January 1, 2011
USA Mobility, Inc • March 17th, 2011 • Radiotelephone communications • Delaware

The following words and phrases shall have the following meanings unless a different meaning is plainly required by the context:

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AMENDED AND RESTATED EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Executive Severance and Change in Control Agreement • May 5th, 2011 • USA Mobility, Inc • Radiotelephone communications • Delaware

AMENDED AND RESTATED AGREEMENT (this “Agreement”) by and between USA Mobility, Inc., a Delaware corporation (the “Company”) and (the “Executive”) dated as of May 5, 2011 (the “Effective Date”). This Agreement amends and restates an agreement by and between the Company and Executive dated March 23, 2011 which continues in effect until the Effective Date of this Agreement.

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February 16, 2022 Vincent D. Kelly c/o Spok Holdings, Inc.
Spok Holdings, Inc • April 28th, 2022 • Radiotelephone communications
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INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 25th, 2018 • Spok Holdings, Inc • Radiotelephone communications • Delaware

THIS INDEMNIFICATION AGREEMENT is to be effective as of ____________, ____ (this “Agreement”) by and between Spok Holdings, Inc., a Delaware corporation, (the “Company”) and ____________, ____________ of the Company (together with such person’s legal representatives or other successors, “Indemnitee”).

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USA Mobility, Inc. Long Term Cash Incentive Plan Award Agreement
Incentive Plan Award Agreement • August 2nd, 2006 • USA Mobility, Inc • Radiotelephone communications • Delaware

THIS AWARD AGREEMENT (the “Agreement”), effective as of [ ] the “Grant Date”), between USA Mobility, Inc., a Delaware corporation (the “Company”), and (the “Participant”).

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USA MOBILITY, INC. 2009 LONG-TERM INCENTIVE PLAN CASH TARGET AWARD AGREEMENT
Term Incentive Plan Cash Target Award Agreement • March 4th, 2009 • USA Mobility, Inc • Radiotelephone communications • Delaware

THIS CASH TARGET AWARD AGREEMENT (the “Agreement”) is made and entered into as of , 2009 (the “Grant Date”), by and between USA Mobility, Inc., a Delaware corporation (the “Company”), and (the “Participant”).

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SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 17th, 2011 • USA Mobility, Inc • Radiotelephone communications • Virginia

This Second Amended and Restated Employment Agreement, dated as of March 16, 2011 (the “Agreement”) is made by and between USA Mobility, Inc., a Delaware corporation (the “Company”) and Vincent D. Kelly (the “Executive”).

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AMENDMENT NO. 2 Dated as of November 15, 2004 TO THE AGREEMENT AND PLAN OF MERGER Dated as of March 29, 2004, as amended by an amendment dated October 5, 2004, By and Among USA MOBILITY, INC. WIZARDS ACQUIRING SUB, INC. METROCALL HOLDINGS, INC.,...
Agreement and Plan of Merger • November 17th, 2004 • USA Mobility, Inc • Radiotelephone communications

AMENDMENT NO. 2 (this “Amendment”), dated as of November 15, 2004, to the Agreement and Plan of Merger, dated as of March 29, 2004, as amended by an amendment dated October 5, 2004 (the “Agreement”), among USA Mobility, Inc. (formerly Wizards-Patriots Holdings, Inc.), a Delaware corporation (“Parent”), Wizards Acquiring Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Metrocall Acquiring Sub”), Metrocall Holdings, Inc., a Delaware corporation (“Metrocall”), Patriots Acquiring Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Arch Acquiring Sub”), and Arch Wireless, Inc., a Delaware corporation (“Arch”).

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AMENDED AND RESTATED EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Amended And • March 17th, 2011 • USA Mobility, Inc • Radiotelephone communications • Delaware

AGREEMENT (this “Agreement”) by and between USA Mobility, Inc., a Delaware corporation (the “Company”) and (the “Executive”) dated as of March , 2011 (the “Effective Date”).

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EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT GRANT NOTICE
Equity Incentive Plan • August 2nd, 2006 • USA Mobility, Inc • Radiotelephone communications • Delaware

Unless otherwise defined herein, the terms defined in the USA Mobility, Inc. Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively, the “Agreement”).

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October 10, 2023 Vincent D. Kelly c/o Spok Holdings, Inc.
Spok Holdings, Inc • October 10th, 2023 • Radiotelephone communications
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INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 17th, 2004 • USA Mobility, Inc • Radiotelephone communications • Delaware

THIS INDEMNIFICATION AGREEMENT is to be effective as of , (this “Agreement”) by and between USA Mobility, Inc., a Delaware corporation, (the “Company”) and , of the Company (together with such person’s legal representatives or other successors, “Indemnitee”).

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USA MOBILITY, INC. Adopted by the Board of Directors Upon Recommendation of the Compensation Committee on March 15, 2011 To Be Effective as of January 1, 2011 Amended as of December 27, 2012
Spok Holdings, Inc • March 5th, 2015 • Radiotelephone communications • Delaware
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June 18, 2020 Vincent D. Kelly c/o Spok Holdings, Inc.
Spok Holdings, Inc • June 19th, 2020 • Radiotelephone communications
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Contract
Severance and Change in Control Agreement • August 16th, 2023 • Spok Holdings, Inc • Radiotelephone communications • Delaware
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AGREEMENT AND PLAN OF MERGER BY AND AMONG USA MOBILITY, INC., ARCH WIRELESS, INC., USMO ACQUISITION CO., AMCOM SOFTWARE, INC., the SELLING STOCKHOLDERS specified herein AND NORWEST EQUITY PARTNERS IX, L.P. as STOCKHOLDERS’ REPRESENTATIVE Dated as of...
Agreement and Plan of Merger • March 4th, 2011 • USA Mobility, Inc • Radiotelephone communications • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of March 3, 2011 (this “Agreement”), by and among USA Mobility, Inc., a Delaware corporation (“Parent”), Arch Wireless, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (the “Holding Company”), USMO Acquisition Co., a Delaware corporation and a wholly owned subsidiary of the Holding Company (“Merger Sub”), Amcom Software, Inc., a Delaware corporation (the “Company”), solely for purposes of Section 5.3 and Article 7 hereof, the Selling Stockholders (as defined herein), solely for purposes of Section 5.4, the Selling Executive Stockholders (as defined herein) and, solely for purposes of Sections 2.2, 2.4, 7.5, 7.7 and 7.8, Norwest Equity Partners IX, L.P. in its capacity as Stockholders’ Representative (as defined herein). Certain capitalized terms used herein have the meanings assigned to them in Section 8.2 or elsewhere in this Agreement as described in Section 8.3.

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FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 2nd, 2013 • USA Mobility, Inc • Radiotelephone communications

This First Amendment to the Second Amended and Restated Employment Agreement (this “Amendment”) is made and entered into July 29, 2013 by and between USA Mobility, Inc., a Delaware corporation (the “Company”), and Vincent D. Kelly (“Executive”).

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SPOK HOLDINGS, INC. Adopted by the Board of Directors Upon Recommendation of the Compensation Committee on December 12, 2017 To Be Effective as of January 1, 2018
Spok Holdings, Inc • February 18th, 2021 • Radiotelephone communications • Delaware
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VOTING AND STANDSTILL AGREEMENT
Voting and Standstill Agreement • March 21st, 2022 • Spok Holdings, Inc • Radiotelephone communications • Delaware

This Voting and Standstill Agreement (“Agreement”) is entered into as of March 20, 2022, by and between Spōk Holdings, Inc., a Delaware corporation (the “Company”), Braeside Investments, LLC, a Delaware limited liability company, Braeside Capital, L.P., a Texas limited partnership, and Braeside Capital II, L.P., a Texas limited partnership (collectively, the “Braeside Parties”) (each of the Company and the Braeside Parties, a “Party” to this Agreement, and collectively, the “Parties”).

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FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 8th, 2011 • USA Mobility, Inc • Radiotelephone communications • Illinois

With respect to the jurisdictions and taxes set forth in the table below, these jurisdictions and taxes represent potential tax contingencies of Amcom. With respect to Illinois and Canada, the Borrowers have received notice of audit and are responding diligently as required by Section 4.20 of the Credit Agreement. With respect to the remaining jurisdictions and tax types the Borrowers will diligently and, in good faith, work to resolve these tax contingencies through negotiation with the respective jurisdictions. As of September 30, 2011 and through the First Amendment Effective Date, the Borrowers have provided such reserves or other appropriate provisions in its financial statements to cover these tax contingencies as required by GAAP and Section 4.20 of the Credit Agreement.

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EMPLOYMENT AGREEMENT
Employment Agreement • June 18th, 2014 • USA Mobility, Inc • Radiotelephone communications • Delaware

AGREEMENT (this “Agreement”) by and between USA Mobility, Inc., a Delaware corporation (the “Company”) and Colin Balmforth (the “Executive”) dated as of June 17, 2014 (the “Effective Date”), by which Executive shall be employed by USA Mobility Wireless, Inc. (the “Subsidiary”) a wholly owned subsidiary of USA Mobility, Inc.

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • December 28th, 2016 • Spok Holdings, Inc • Radiotelephone communications • Virginia

This Executive Employment Agreement, dated as of December 28, 2016 (the “Agreement”) is made by and between Spok Holdings, Inc., a Delaware corporation (the “Company” or “Spok Holdings”) and Vincent D. Kelly (the “Executive”).

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USA MOBILITY, INC. RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 4th, 2009 • USA Mobility, Inc • Radiotelephone communications • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made and entered into as of ___, 2009 (the “Grant Date”), by and between USA Mobility, Inc., a Delaware corporation (the “Company”), and (the “Participant”).

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AMENDED AND RESTATED EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Executive Severance And • April 27th, 2017 • Spok Holdings, Inc • Radiotelephone communications • Delaware

AMENDED AND RESTATED AGREEMENT (this “Agreement”) by and between Spok Holdings, Inc., a Delaware corporation (the “Company”) and ________ (the “Executive”) dated as of April ____, 2017 (the “Effective Date”). This Agreement amends and restates an agreement by and between the Company and Executive dated May 5, 2011 (the “Prior Agreement”) which is hereby superseded and replaced in its entirety with this Agreement.

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • January 4th, 2019 • Spok Holdings, Inc • Radiotelephone communications • Virginia

This Executive Employment Agreement, dated as of January 3, 2019 (the “Agreement”) is made by and between Spok Holdings, Inc., a Delaware corporation (the “Company” or “Spok Holdings”) and Vincent D. Kelly (the “Executive”).

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USA MOBILITY, INC. EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
Equity Incentive Plan Restricted Stock Agreement • November 1st, 2007 • USA Mobility, Inc • Radiotelephone communications • Delaware

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”), dated effective as of [ ] (the “Grant Date”), between USA Mobility, Inc., a Delaware corporation (the “Company”), and (the “Participant”).

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USA MOBILITY, INC. EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
Equity Incentive Plan Restricted Stock Agreement • August 2nd, 2006 • USA Mobility, Inc • Radiotelephone communications • Delaware

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”), dated effective as of [ ] (the “Grant Date”), between USA Mobility, Inc., a Delaware corporation (the “Company”), and (the “Participant”).

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SPOK HOLDINGS, INC.
Spok Holdings, Inc • March 1st, 2018 • Radiotelephone communications • Delaware
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COOPERATION AGREEMENT
Cooperation Agreement • June 19th, 2020 • Spok Holdings, Inc • Radiotelephone communications • Delaware

This Cooperation Agreement (“Agreement”) is entered into as of June 18, 2020, by and between Spôk Holdings, Inc., a Delaware corporation (the “Company”), and White Hat Strategic Partners LP, a Delaware limited partnership, White Hat SP GP LLC, a Delaware limited liability company, White Hat Capital Partners LP, a Delaware limited partnership, and White Hat Capital Partners GP LLC, a Delaware limited liability company (collectively, the “White Hat Parties”) (each of the Company and the White Hat Parties, a “Party” to this Agreement, and collectively, the “Parties”).

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