GOODMAN NETWORKS INCORPORATED $225,000,000 12.125% Senior Secured Notes due 2018 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2013 • Goodman Networks Inc • New York
Contract Type FiledFebruary 14th, 2013 Company JurisdictionGoodman Networks Incorporated, a Texas corporation (the “Company”), is issuing and selling to the initial purchasers listed in Schedule I hereto (the “Initial Purchasers”), for whom Jefferies & Company, Inc. is acting as representative (the “Representative”), upon the terms set forth in the Purchase Agreement dated June 16, 2011, by and between the Company and the Representative on behalf of the Initial Purchasers (the “Purchase Agreement”), $225,000,000 aggregate principal amount of 12.125% Senior Secured Notes due 2018 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors (as defined below), if any, agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:
CREDIT AND SECURITY AGREEMENT dated as of July 29, 2016 by and among GOODMAN NETWORKS INCORPORATED, MULTIBAND FIELD SERVICES, INCORPORATED and GOODMAN NETWORKS SERVICES, LLC, each as Borrower, and collectively as Borrowers, and MIDCAP FINANCIAL TRUST,...Credit and Security Agreement • August 15th, 2016 • Goodman Networks Inc • Radiotelephone communications • Maryland
Contract Type FiledAugust 15th, 2016 Company Industry JurisdictionTHIS CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of July 29, 2016 by and among GOODMAN NETWORKS INCORPORATED, a Texas corporation (“Goodman”), Multiband Field Services, Incorporated, a Delaware corporation, GOODMAN NETWORKS SERVICES, LLC, a Delaware limited liability company, and any additional borrower that may hereafter be added to this Agreement (each individually as a “Borrower”, and collectively as “Borrowers”), MIDCAP FINANCIAL TRUST, a Delaware statutory trust, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.
NONQUALIFIED STOCK OPTION AGREEMENT GOODMAN NETWORKS INCORPORATEDNonqualified Stock Option Agreement • April 11th, 2014 • Goodman Networks Inc • Radiotelephone communications
Contract Type FiledApril 11th, 2014 Company Industry
COLLATERAL TRUST AGREEMENT dated as of June 23, 2011 among GOODMAN NETWORKS INCORPORATED, as Company the Guarantors from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee under the Indenture, the other Parity Lien Debt...Collateral Trust Agreement • February 14th, 2013 • Goodman Networks Inc • New York
Contract Type FiledFebruary 14th, 2013 Company JurisdictionThis Collateral Trust Agreement (as amended, supplemented, amended and restated or otherwise modified form time to time in accordance with Section 7.1 hereof, this “Agreement”) is dated as of June 23, 2011 and is by and among Goodman Networks Incorporated, a Texas corporation (“Company”), the Guarantors from time to time party hereto, Wells Fargo Bank, National Association, as trustee (in such capacity and together with its successors in such capacity, the “Trustee”), the other Parity Lien Debt Representatives from time to time party hereto, and U.S. Bank National Association, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 26th, 2013 • Goodman Networks Inc • Radiotelephone communications • Texas
Contract Type FiledApril 26th, 2013 Company Industry JurisdictionThis Securities Purchase Agreement is entered into March 4, 2013, by and between Joseph M. Goodman, an individual resident of the State of Texas (“Seller”), and Goodman Networks Incorporated, a Texas corporation (“Purchaser”).
AGREEMENT AND PLAN OF MERGER by and among GOODMAN NETWORKS INCORPORATED, MANATEE MERGER SUB CORPORATION and MULTIBAND CORPORATION, dated as of May 21, 2013Agreement and Plan of Merger • June 11th, 2013 • Goodman Networks Inc • Radiotelephone communications • Texas
Contract Type FiledJune 11th, 2013 Company Industry JurisdictionThis AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 21, 2013, is hereby entered into by and among Goodman Networks Incorporated, a Texas corporation (“Parent”), Manatee Merger Sub Corporation, a Minnesota corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Multiband Corporation, a Minnesota corporation (the “Company”). Capitalized terms used herein shall have the meanings set forth in Section 10.1 hereof.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 14th, 2013 • Goodman Networks Inc • Texas
Contract Type FiledFebruary 14th, 2013 Company JurisdictionThis Securities Purchase Agreement is entered into June 7, 2011, by and between James Goodman, an individual resident of the State of Texas (“Seller”), and Goodman Networks Incorporated, a Texas corporation (“Purchaser” and sometimes referred to herein as the “Company”).
SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 11th, 2014 • Goodman Networks Inc • Radiotelephone communications • Texas
Contract Type FiledApril 11th, 2014 Company Industry JurisdictionThis Second Amended and Restated Executive Employment Agreement (this “Agreement”) is entered into by and between Goodman Networks Incorporated (the “Company”) and Ron B. Hill (“Executive”). This Agreement is made to be effective as of April 11, 2014 (the “Effective Date”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 14th, 2013 • Goodman Networks Inc • Texas
Contract Type FiledFebruary 14th, 2013 Company JurisdictionThis Executive Employment Agreement (this “Agreement”) is made and entered into by and between Goodman Networks Incorporated (the “Company”), a Texas corporation with its principal place of business in Farmers Branch, Texas, and James Goodman of San Antonio, Texas (the “Executive”), effective as of January 1, 2007.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2013 • Goodman Networks Inc • Texas
Contract Type FiledFebruary 14th, 2013 Company JurisdictionThis Amended and Restated Employment Agreement (“Agreement”) is entered into by and between Goodman Networks, Incorporated (the “Company”) and Joseph M. Goodman (the “Employee”). Subject to Board approval, this Agreement it is made to be effective as of February 1, 2013 (the “Effective Date”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 8th, 2015 • Goodman Networks Inc • Radiotelephone communications • Texas
Contract Type FiledOctober 8th, 2015 Company Industry JurisdictionThis Executive Employment Agreement (this “Agreement”) is made and entered into by and between Goodman Networks Incorporated (the “Company”), a Texas corporation with its principal place of business in Plano, Texas, and Joy Brawner (the “Executive”), and effective as of October 8, 2015 (the “Effective Date”).
THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • April 26th, 2013 • Goodman Networks Inc • Radiotelephone communications • New York
Contract Type FiledApril 26th, 2013 Company Industry JurisdictionTHIS THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of March 1, 2013, by and among GOODMAN NETWORKS INCORPORATED, a corporation organized under the laws of the State of Texas (“Borrower”), each of the financial institutions which are now or which hereafter become a party hereto (individually, each a “Lender” and collectively, the “Lenders”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for the Lenders (PNC, in such capacity, “Agent”).
MASTER SERVICES AGREEMENT BETWEEN ALCATEL-LUCENT USA INC. and GOODMAN NETWORKS INC. AGREEMENT NUMBER 7062355Master Services Agreement • June 11th, 2013 • Goodman Networks Inc • Radiotelephone communications • Texas
Contract Type FiledJune 11th, 2013 Company Industry JurisdictionTHE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASEConfidential Separation Agreement and General Release • November 15th, 2016 • Goodman Networks Inc • Radiotelephone communications • Texas
Contract Type FiledNovember 15th, 2016 Company Industry JurisdictionThis negotiated Separation Agreement and General Release (“Agreement”) is made and entered into between JOY BRAWNER on her own behalf and on behalf of her heirs, executors, administrators, attorneys, successors and assigns (“EXECUTIVE”) and Goodman Networks, Inc., and each and every officer, director, executive, agent, parent, subsidiary (including but not limited to Multiband Corporation), wholly owned company, affiliate and division, and their successors, assigns, beneficiaries, legal representatives, insurers and heirs (collectively “COMPANY”) (the EXECUTIVE and COMPANY are referred to collectively as the “Parties”).
AMENDMENT NO. 9 TO SUBCONTRACT AGREEMENTSubcontract Agreement • April 26th, 2013 • Goodman Networks Inc • Radiotelephone communications
Contract Type FiledApril 26th, 2013 Company IndustryTHE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.
AMENDMENT 3 TO MASTER SERVICES AGREEMENT 7062355Master Services Agreement • April 26th, 2013 • Goodman Networks Inc • Radiotelephone communications
Contract Type FiledApril 26th, 2013 Company IndustryThis Amendment No. 3 to Master Services Agreement No. 7062355 (the “Amendment”) is entered into by and between Goodman Networks Inc. (“Service Provider”) and Alcatel-Lucent USA Inc. (“ALU”) effective as of January 1, 2012 (“Effective Date”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the MSA.
AMENDMENT NO. 10 TO SUBCONTRACT AGREEMENTSubcontract Agreement • April 26th, 2013 • Goodman Networks Inc • Radiotelephone communications
Contract Type FiledApril 26th, 2013 Company IndustryThis AMENDMENT NO. 10 (this “Amendment”) is made and entered into as of July , 2005, by and between Alcatel USA Marketing, Inc., a corporation organized under the laws of the State of Delaware (“Alcatel”), and Goodman Networks, Inc. a corporation organized under the laws of the State of Texas (“Supplier”).
Amendment No. 3 to OPERATIONS GROUP SUBCONTRACT AGREEMENTSubcontract Agreement • April 26th, 2013 • Goodman Networks Inc • Radiotelephone communications
Contract Type FiledApril 26th, 2013 Company IndustryThis Amendment No. 3 to the Operations Group Subcontract Agreement (hereinafter “Agreement”) between ALCATEL USA Marketing, Inc., (hereinafter “ALCATEL USA”) and Goodman Networks (G-Net) (hereinafter “Seller”) modifies the Agreement to the extent below.
Amendment No. 1 to NETWORK SERVICES DIVISION SUBCONTRACT AGREEMENTSubcontract Agreement • April 26th, 2013 • Goodman Networks Inc • Radiotelephone communications
Contract Type FiledApril 26th, 2013 Company IndustryThis Amendment No. 1 to the Network Services Division Subcontract Agreement (hereinafter “Agreement”) between ALCATEL USA Marketing, Inc., (hereinafter “ALCATEL USA”) and Goodman Networks (G-Net) (hereinafter “Seller”) modifies the Agreement to the extent below.
Amendment No. 2 to OPERATIONS GROUP SUBCONTRACT AGREEMENTSubcontract Agreement • April 26th, 2013 • Goodman Networks Inc • Radiotelephone communications
Contract Type FiledApril 26th, 2013 Company IndustryThis Amendment No. 2 to the Operations Group Subcontract Agreement (hereinafter “Agreement”) between ALCATEL USA Marketing, Inc., (hereinafter “ALCATEL USA”) and Goodman Networks (G-Net) (hereinafter “Seller”) modifies the Agreement to the extent below.
AMENDMENT NO. 8 TO SUBCONTRACT AGREEMENTSubcontract Agreement • April 26th, 2013 • Goodman Networks Inc • Radiotelephone communications
Contract Type FiledApril 26th, 2013 Company IndustryTHE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.
CONFIDENTIAL SEPARATIONAGREEMENT AND GENERAL RELEASEConfidential Separationagreement and General Release • November 15th, 2016 • Goodman Networks Inc • Radiotelephone communications • Texas
Contract Type FiledNovember 15th, 2016 Company Industry JurisdictionThis negotiated Separation Agreement and General Release (“Agreement”) is made and entered into between ERNIE CAREY on his own behalf and on behalf of his heirs, executors, administrators, attorneys, successors and assigns (“EXECUTIVE”) and Goodman Networks, Inc., and each and every officer, director, executive, agent, parent, subsidiary (including but not limited to Multiband Corporation), wholly owned company, affiliate and division, and their successors, assigns, beneficiaries, legal representatives, insurers and heirs (collectively “COMPANY”) (the EXECUTIVE and COMPANY are referred to collectively as the “Parties”).
Amendment No. 7 to SUBCONTRACT AGREEMENTSubcontract Agreement • April 26th, 2013 • Goodman Networks Inc • Radiotelephone communications
Contract Type FiledApril 26th, 2013 Company IndustryThis Amendment No. 7 to the Subcontract Agreement (hereinafter “Agreement”) between ALCATEL USA Marketing, Inc., (hereinafter “ALCATEL USA”) and Goodman Networks Inc. (hereinafter “Seller”) modifies the Agreement to the extent below.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 14th, 2013 • Goodman Networks Inc • Texas
Contract Type FiledFebruary 14th, 2013 Company JurisdictionThis INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into effective as of [ ], 2012, by and between Goodman Networks Incorporated, a Texas corporation (the “Company”), and [ ] (“Indemnitee”).
AMENDMENT 2 TO MASTER SERVICES AGREEMENT 7062355Master Services Agreement • April 26th, 2013 • Goodman Networks Inc • Radiotelephone communications
Contract Type FiledApril 26th, 2013 Company IndustryThis Amendment No. 2 to Master Services Agreement No. 7062355 (the “Amendment”) is entered into by and between Goodman Networks Inc. (“Service Provider”) and Alcatel-Lucent USA Inc. (“ALU”) effective as of January 1, 2011. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the MSA.
Amendment No. 6 to SUBCONTRACT AGREEMENTSubcontract Agreement • April 26th, 2013 • Goodman Networks Inc • Radiotelephone communications
Contract Type FiledApril 26th, 2013 Company IndustryThis Amendment No. 6 to the Subcontract Agreement (hereinafter “Agreement”) between ALCATEL USA Marketing, Inc., (hereinafter “ALCATEL USA”) and Goodman Networks Inc. (hereinafter “Seller”) modifies the Agreement to the extent below.
CUSTOMER SERVICE DIVISION SUBCONTRACT AGREEMENTSubcontract Agreement • April 26th, 2013 • Goodman Networks Inc • Radiotelephone communications • Texas
Contract Type FiledApril 26th, 2013 Company Industry JurisdictionThis Customer Service Division Subcontract Agreement (hereinafter “Agreement”), is entered into this 30th day of September, 2001 (the “Effective Date”), by and between ALCATEL USA Marketing, Inc., (hereinafter “ALCATEL USA”), a Delaware corporation, with its principal place of business at 1000 Coit Road, Plano, Texas, 75075, and GNET (hereinafter “Seller”), a (x) corporation, ( ) partnership, ( ) sole proprietorship, or ( ) , organized under the laws of the State of Texas, with its principal place of business at 2081 Hutton Dr., Suite 201 Carrollton TX 75006.
No. 20110823.066.C Turf Program Agreement Between Goodman Networks, Inc. And AT&T Mobility LLCProprietary and Confidential • April 26th, 2013 • Goodman Networks Inc • Radiotelephone communications
Contract Type FiledApril 26th, 2013 Company IndustryTHE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.
SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2015 • Goodman Networks Inc • Radiotelephone communications
Contract Type FiledMay 15th, 2015 Company IndustryThis Second Amendment (“Amendment”) to the Amended and Restated Employment Agreement (the “Executive Agreement”) between Goodman Networks Incorporated (the “Company”) and Jason A. Goodman (the “Executive”) is effective as of January 1, 2015 (the “Amendment Effective Date”).
April 9, 2014 Goodman Networks IncorporatedCredit Agreement • April 11th, 2014 • Goodman Networks Inc • Radiotelephone communications • New York
Contract Type FiledApril 11th, 2014 Company Industry Jurisdiction
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement • February 14th, 2013 • Goodman Networks Inc • Texas
Contract Type FiledFebruary 14th, 2013 Company JurisdictionThis Voting Agreement and Irrevocable Proxy is entered into as of June 24, 2009, by and among Goodman Networks Incorporated, a Texas corporation (“Company”), John Goodman (“Agent”) and the shareholder identified on the signature page hereto and the trustee and beneficiary of the shareholder identified on the signature page hereto (collectively, the “Shareholder”).
DIRECTV, LLCHome Services Provider Agreement • March 31st, 2014 • Goodman Networks Inc • Radiotelephone communications • California
Contract Type FiledMarch 31st, 2014 Company Industry JurisdictionThis Home Services Provider Agreement (including all Exhibits and Schedules hereto, this “Agreement”) is entered into this fifteenth (15th) day of October, 2012 (the “Effective Date”), between DIRECTV, LLC (formerly DIRECTV, Inc.), a California limited liability company (“DIRECTV”), and Multiband Field Services, Inc. (“Contractor”). DIRECTV and Contractor may also be collectively referred to herein as the “Parties.”
Amendment 1 to Turf Program Agreement Number 20110823.066.A.001 Between Goodman Networks, Inc. And AT&T Mobility LLCProgram Agreement • April 26th, 2013 • Goodman Networks Inc • Radiotelephone communications
Contract Type FiledApril 26th, 2013 Company IndustryThis Amendment, effective on the date when signed by the last Party (“Effective Date”), and amending Agreement No.20110823.066.C, is by and between Goodman Networks, Inc., a Texas corporation (“Supplier”), and AT&T Mobility LLC, a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties”.
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • February 14th, 2013 • Goodman Networks Inc • New York
Contract Type FiledFebruary 14th, 2013 Company JurisdictionThis TRADEMARK SECURITY AGREEMENT, dated as of June 23, 2011 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto (collectively, the “Grantors”) in favor of U.S. Bank National Association, as collateral trustee for the Parity Lien Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Trustee”).
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASEConfidential Separation Agreement and General Release • January 22nd, 2015 • Goodman Networks Inc • Radiotelephone communications • Texas
Contract Type FiledJanuary 22nd, 2015 Company Industry JurisdictionThis negotiated Separation Agreement and General Release (“Agreement”) is made and entered into between JOSEPH M. GOODMAN on his own behalf and on behalf of his heirs, executors, administrators, attorneys, successors and assigns (“EXECUTIVE”) and Goodman Networks, Inc., and each and every officer, director, executive, agent, parent, subsidiary, wholly owned company, affiliate and division, and their successors, assigns, beneficiaries, legal representatives, insurers and heirs (collectively “COMPANY”) (the EXECUTIVE and the COMPANY are referred to collectively as the “Parties”).