SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

(Amendment No. 1)

Under the Securities Exchange Act of 1934

UniTek Global Services, Inc.

(f/k/a Berliner Communications, Inc.)

(Name of Issuer)

Common Stock, par value $0.00002 per share

(Title of Class of Securities)

91324T 203

(CUSIP Number)

David W. Knickel

c/o HM Capital Partners LLC

200 Crescent Court, Suite 1600

Dallas, TX 75201

(214) 746-7300

Copy to:

S. Scott Parel, Esq.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

(212) 310-8000

(Name, Address and Telephone Number of Person Authorized to

Receive Notices And Communications)

November 16, 2010

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o.

CUSIP No. 91324T 203

1	NAME OF REPORTING PERSONS:  Sector Performance Fund, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  o (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): o
6	CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0*
		8	SHARED VOTING POWER 8,057,676 shares of Common Stock*
		9	SOLE DISPOSITIVE POWER 0*
		10	SHARED DISPOSITIVE POWER 8,057,676 shares of Common Stock*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 8,057,676 shares of Common Stock*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.0% of the Common Stock*
14	TYPE OF REPORTING PERSON: PN

*See Item 5.

CUSIP No. 91324T 203

1	NAME OF REPORTING PERSONS:  HM Unitek Coinvest, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  o (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): o
6	CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0*
		8	SHARED VOTING POWER 475,702 shares of Common Stock*
		9	SOLE DISPOSITIVE POWER 0*
		10	SHARED DISPOSITIVE POWER 475,702 shares of Common Stock*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 475,702 shares of Common Stock*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6% of the Common Stock*
14	TYPE OF REPORTING PERSON: PN

*See Item 5.

CUSIP No. 91324T 203

1	NAME OF REPORTING PERSONS:  SPF SBS LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  o (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): o
6	CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0*
		8	SHARED VOTING POWER 509,124 shares of Common Stock*
		9	SOLE DISPOSITIVE POWER 0*
		10	SHARED DISPOSITIVE POWER 509,124 shares of Common Stock*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 509,124 shares of Common Stock*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7% of the Common Stock*
14	TYPE OF REPORTING PERSON: PN

*See Item 5.

CUSIP No. 91324T 203

1	NAME OF REPORTING PERSONS:  Sector Performance GP, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  o (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): o
6	CITIZENSHIP OR PLACE OF ORGANIZATION: Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0*
		8	SHARED VOTING POWER 8,057,676 shares of Common Stock*
		9	SOLE DISPOSITIVE POWER 0*
		10	SHARED DISPOSITIVE POWER 8,057,676 shares of Common Stock*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 8,057,676 shares of Common Stock*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.0% of the Common Stock*
14	TYPE OF REPORTING PERSON: PN

*See Item 5.  Includes all shares held by Sector Performance Fund, LP.

CUSIP No. 91324T 203

1	NAME OF REPORTING PERSONS:  Sector Performance LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  o (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): o
6	CITIZENSHIP OR PLACE OF ORGANIZATION: Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0*
		8	SHARED VOTING POWER 9,042,502 shares of Common Stock*
		9	SOLE DISPOSITIVE POWER 0*
		10	SHARED DISPOSITIVE POWER 9,042,502 shares of Common Stock*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 9,042,502 shares of Common Stock*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.3% of the Common Stock*
14	TYPE OF REPORTING PERSON: OO (Limited Liability Company)

*See Item 5.  Includes all shares held by Sector Performance Fund, LP, HM Unitek Coinvest, LP and SPF SBS LP.

This Amendment No. 1 (this “Amendment No. 1”) amends the Schedule 13D filed February 8, 2010 (the “Original Schedule 13D” and, as amended, this “Schedule 13D”), and is being filed jointly by the following (each, a “Reporting Person” and collectively, the “Reporting Persons”): (1) Sector Performance Fund, LP, a Delaware limited partnership (“Sector Performance Fund”); (2) HM Unitek Coinvest, LP, a Delaware limited partnership (“Coinvest”); (3) SPF SBS LP, a Delaware limited partnership (“SPF,” and together with Sector Performance Fund and Coinvest, the “Sponsors”); (4) Sector Performance GP, LP, a Texas limited partnership (“Sector Performance GP”); and (5) Sector Performance LLC, a Texas limited liability company (“Ultimate GP”) with respect to the common stock, par value $0.00002 per share (the “Common Stock”), of UniTek Global Services, Inc. (the “Company”).  Capitalized terms used herein but not defined shall have the meaning attributed to them in the Original Schedule 13D.

Item 2.  Identity and Background

(d)-(e)

During the last five years, none of the Reporting Persons or other persons identified in this Item 2 has been (i) convicted in a criminal proceeding (excluding traffic violations and other similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violations with respect to such laws.

The Reporting Persons have entered into a Joint Filing Agreement, dated as of February 8, 2010, a copy of which is attached hereto as Exhibit 1.

Item 3.  Source and Amount of Funds or Other Consideration

Item 3 is supplemented as follows:

The responses to Item 4 of this Schedule 13D are incorporated herein by reference.

Item 4.  Purpose of Transaction

Item 4 is supplemented as follows:

Since the filing of the Original Schedule 13D, the following events have occurred, which did result in, or may in the future result in, one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the acquisition of additional securities of the Company, a change to the Company’s board of directors and a change to the Company’s certificate of incorporation and bylaws, as further described below.

Credit Support Fee

On April 14, 2010, pursuant to the Credit Support Agreement, the Company issued 5,959 shares of Series B Convertible Preferred Stock, par value $0.00002 per share, of the Company (“Series B Preferred Stock”) to Sector Performance Fund and 377 shares of Series B Preferred Stock to SPF as payment of the Credit Support Fee for the quarter ended March 31, 2010.

On July 12, 2010, pursuant to the Credit Support Agreement, the Company issued 8,367 shares of Series B Preferred Stock to Sector Performance Fund and 529 shares of Series B Preferred Stock to SPF as payment of the Credit Support Fee for the quarter ended June 30, 2010.

Conversion of Series A Preferred Stock

On June 4, 2010, each share of Series A Convertible Preferred Stock, par value $0.00002 per share, of the Company (“Series A Preferred Stock”) automatically converted into 50 shares of Common Stock upon the filing and effectiveness of the Company’s amended and restated certificate of incorporation.

Reverse Stock Split

On November 9, 2010, the Company effected a one-for-28 reverse split of the Common Stock, which resulted in an equivalent reverse split of the then outstanding Series B Preferred Stock.

Registered Public Offering

On November 16, 2010, the Company consummated a registered public offering of shares of Common Stock  (the “Offering”) pursuant to the Company's Registration Statement on Form S-1 (Commission File No. 333-168854).  The Reporting Persons did not sell or purchase shares of Common Stock in the Offering.  In order to facilitate the Offering, Sector Performance Fund, SPF and the other holders of Series B Preferred Stock agreed, pursuant to that certain Series B Preferred Stock Conversion Agreement, dated as of November 16, 2010 (the “Conversion Agreement”), to convert all of their shares of Series B Preferred Stock into shares of Common Stock upon the consummation of the Offering.  As an inducement to agree to such conversion, the C ompany agreed to modify the conversion price of the Series B Preferred Stock, while also giving effect to the two-for-one liquidation preference thereof, such that the conversion price of the Series B Preferred Stock represented a 6.5% discount to the offering price to the public of the Common Stock in the Offering. On November 16, 2010, upon consummation of the Offering and pursuant to the terms of the Conversion Agreement, all outstanding shares of Series B Preferred Stock converted into shares of Common Stock.

In connection with the Offering, the Company and the Sponsors entered into that certain Nominating Agreement, dated as of November 16, 2010 (the “Nominating Agreement”), pursuant to which the Sponsors will have the collective right to nominate up to three directors to the Company’s board of directors for so long as the Sponsors collectively own, beneficially or of record, or otherwise have the right to vote or consent with respect to, certain threshold levels of the outstanding shares of the Common Stock.

In connection with the Offering, the Monitoring & Oversight Termination Agreement, dated as of November 16, 2010 (the “M&O Termination Agreement”), terminated the Company’s Monitoring & Oversight Agreement and requires the Company to pay a termination fee of $4.3 million in cash or shares of Common Stock, at the Company’s election, if the following two conditions are satisfied: (1) Sector Performance Fund sells its entire ownership stake in the Company, and (2) Sector Performance Fund realizes a gain on such sale.

The descriptions of the Conversion Agreement, Nominating Agreement and M&O Termination Agreement in this Amendment No. 1 do not purport to be complete and are qualified in their entirety by reference to such agreements, which are attached hereto as Exhibits 2, 3 and 4, respectively, and incorporated herein by reference.

Item 5.  Interest in Securities of the Issuer

Item 5 is supplemented as follows:

(a)-(b)

The responses in rows 7 through 11 and 13 of the cover page to this Amendment No. 1 are incorporated herein by reference.  The beneficial ownership reported in this Amendment No. 1 is calculated based upon 29,857,065 shares of Common Stock outstanding and no other shares of the Company’s capital stock outstanding, as reported on November 16, 2010 in the Company’s Form 10-Q for the quarter ended September 30, 2010.

As of the date of this Amendment No. 1, (i) Sector Performance Fund is the direct beneficial owner of 8,057,676 shares of Common Stock which represent approximately 27.0% of Common Stock outstanding, (ii) Coinvest is the direct beneficial owner of 475,702 shares of Common Stock which represent approximately 1.6% of Common Stock outstanding and (iii) SPF is the direct beneficial owner of 509,124 shares of Common Stock which represent approximately 1.7% of Common Stock outstanding.

By virtue of the relationship between Sector Performance GP and Sector Performance Fund, as described herein, Sector Performance GP may be deemed to share beneficial ownership with respect to the shares reported in clause (i) of the paragraph above.  By virtue of the relationship among the Sponsors, Sector Performance GP and Ultimate GP, as described herein, Ultimate GP may be deemed to share beneficial ownership with respect to all

shares reported herein.  Except for direct holdings and to the extent of any pecuniary interests, each of the Reporting Persons expressly disclaims the existence of such beneficial ownership.

Sector Performance Fund, acting through its general partner, Sector Performance GP, acting through its general partner, Ultimate GP, has the power to vote or direct the vote of and to dispose or direct the disposition of the shares of Common Stock it holds.  Coinvest, acting through its general partner, Ultimate GP, has the power to vote or direct the vote of and to dispose or direct the disposition of the shares of Common Stock it holds.  SPF, acting through its general partner, Ultimate GP, has the power to vote or direct the vote of and to dispose or direct the disposition of the shares of Common Stock it holds.

(c)

The responses to Item 4 of this Schedule 13D are incorporated herein by reference.

(d)

No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock owned of record by Sector Performance Fund, Coinvest or SPF.

(e)

Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is supplemented as follows:

The responses to Item 4 of this Schedule 13D are incorporated herein by reference.

Except as disclosed in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or other persons named in Item 2 and between such persons and any other person with respect to any of the securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.  Material to Be Filed as Exhibits

1.   Joint Filing Agreement, dated as of February 8, 2010, by and among the Reporting Persons.*

2.   Series B Preferred Stock Conversion Agreement, dated as of November 16, 2010, by and among the Company and the holders of the Series B Preferred Stock party thereto.*

3.   Nominating Agreement, dated as of November 16, 2010, by and among the Company and the Sponsors.*

4.   Monitoring & Oversight Termination Agreement, dated as of November 16, 2010, by and among the Company, BCI Communications, Inc., Unitek USA, LLC, UniTek Holdings, Inc., UniTek Midco, Inc., UniTek Acquisition, Inc. and HM Capital Partners I, LP.*

_____________________ 

*Filed herewith.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 is true, complete and correct.  Pursuant to Rule 13d-1(k)(1), each of the undersigned agrees that this Amendment No. 1 is filed on behalf of each of us.

Dated: December 2, 2010

SECTOR PERFORMANCE FUND, LP
By:  Sector Performance GP, LP, its general partner
By:  Sector Performance LLC, its general partner
By:	/s/  David W. Knickel
	Name:	David W. Knickel
	Title:	Vice President and Chief Financial Officer
HM UNITEK COINVEST, LP
By:  Sector Performance LLC, its general partner
By:	/s/  David W. Knickel
	Name:	David W. Knickel
	Title:	Vice President and Chief Financial Officer
SPF SBS LP By:  Sector Performance LLC, its general partner
By:	/s/  David W. Knickel
	Name:	David W. Knickel
	Title:	Vice President and Chief Financial Officer
SECTOR PERFORMANCE GP, LP
By:  Sector Performance LLC, its general partner
By:	/s/  David W. Knickel
	Name:	David W. Knickel
	Title:	Vice President and Chief Financial Officer
SECTOR PERFORMANCE LLC
By:	/s/  David W. Knickel
	Name:	David W. Knickel
	Title:	Vice President and Chief Financial Officer

EX-99.1

EXHIBIT 1

JOINT FILING AGREEMENT

Each of the undersigned hereby agrees that the statement on Schedule 13D, dated February 8, 2010 (the “Schedule 13D”), with respect to the Common Stock of Berliner Communications, Inc. is, and any amendments thereto shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Joint Filing Agreement shall be included as an exhibit to the Schedule 13D and each such amendment.  Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein, but shall not be respo nsible for the completeness and accuracy of the information concerning any other party, except to the extent that it knows or has reason to believe that such information is inaccurate.  This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, each of the undersigned has executed this Joint Filing Agreement as of the date first written above.

SECTOR PERFORMANCE FUND, LP
By:  Sector Performance GP, LP, its general partner
By:  Sector Performance LLC, its general partner
By:	/s/  David W. Knickel
	Name:	David W. Knickel
	Title:	Vice President and Chief Financial Officer
HM UNITEK COINVEST, LP
By:  Sector Performance LLC, its general partner
By:	/s/  David W. Knickel
	Name:	David W. Knickel
	Title:	Vice President and Chief Financial Officer
SPF SBS LP By:  Sector Performance LLC, its general partner
By:	/s/  David W. Knickel
	Name:	David W. Knickel
	Title:	Vice President and Chief Financial Officer
SECTOR PERFORMANCE GP, LP
By:  Sector Performance LLC, its general partner
By:	/s/  David W. Knickel
	Name:	David W. Knickel
	Title:	Vice President and Chief Financial Officer
SECTOR PERFORMANCE LLC
By:	/s/  David W. Knickel
	Name:	David W. Knickel
	Title:	Vice President and Chief Financial Officer

EX-99.2

EXHIBIT 2

SERIES B PREFERRED STOCK CONVERSION AGREEMENT

This Series B Preferred Stock Conversion Agreement (the “Agreement”) is made and entered into on November 16, 2010, by and among UniTek Global Services, Inc., a Delaware corporation (the “Company”), and the holders of the Series B Convertible Preferred Stock of the Company, par value $0.00002 per share (the “Series B Preferred Stock”), set forth on the signature pages hereto (each a “Stockholder” and collectively, the “Stockholders”).

Recitals

A.           The Company has at the date hereof approximately 265,237 issued and outstanding shares of the Series B Preferred Stock, of which approximately 237,805 shares (the “Shares”) are owned by the Stockholders, in the amounts set forth opposite the names of the Stockholders on Schedule A hereto.

B.           Pursuant to Section 5.2 of the Certificate of Designation, Preferences and Rights establishing the Series B Preferred Stock (the “Certificate”), each share of Series B Preferred Stock shall automatically be converted into fully-paid and nonassessable shares of the Company’s Common Stock, $0.00002 par value per share (the “Common Stock”), upon the approval of the holders of a majority of the then outstanding shares of Series B Preferred Stock, which such conversion shall be effected automatically without the need for any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent.

C.           In connection with, and conditioned upon the consummation of, an anticipated registered public offering by the Company of the Common Stock (the “Offering”) as registered with the Securities and Exchange Commission on a Registration Statement on Form S-1, the Stockholders and the Company wish to cause each issued and outstanding share of the Series B Preferred Stock to be converted into a number of shares of Common Stock using the following amounts for the terms defined in Section 5.3 of the Certificate: (i) an Original Issuance Price of $100.00 per share, which increases the Original Issuance Price of $50.00 set forth in the Certificate to give effect to the liquidation preference, on a deemed liquidation, of $100.00 per share of Series B Preferred Stock, as contemplated by Section 3.1 of the Certificate, and (ii) a Conversion Price, as defined in Section 5.3 of the Certificate, equal to 93.5% of the offering price to the public of the shares of Common Stock in the Offering, representing a 6.5% discount to the offering price to the public of the shares of Common Stock in the Offering.

Witnesseth

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound by this Agreement, do hereby agree as follows:

ARTICLE 1

CONVERSION

Pursuant to and in accordance with the terms of this Agreement, upon the consummation of the Offering, all of the issued and outstanding shares of Series B Preferred Stock shall be converted, automatically without the need for any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent, for a number of shares of Common Stock per share of Series B Preferred Stock such that each issued and outstanding share of the Series B Preferred Stock shall be converted into a number of shares of Common Stock using the following amounts for the terms defined in Section 5.3 of the Certificate: (i) an Original Issuance

Price of $100.00 per share, which increases the Original Issuance Price of $50.00 set forth in the Certificate to give effect to the liquidation preference, on a deemed liquidation, of $100.00 per share of Series B Preferred Stock, as contemplated by Section 3.1 of the Certificate, and (ii) a Conversion Price, as defined in Section 5.3 of the Certificate, equal to 93.5% of the offering price to the public of the shares of Common Stock in the Offering, representing a 6.5% discount to the offering price to the public of the shares of Common Stock in the Offering.

ARTICLE 2

REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS

2.1The Company represents and warrants to each Stockholder that the shares of Common Stock to be issued upon conversion of the Series B Preferred Stock have been duly authorized and, when issued upon conversion of the Series B Preferred Stock as contemplated hereby, will be duly and validly issued, fully paid and non-assessable.

2.2Each Stockholder represents, warrants and acknowledges to the Company as follows:

2.2.1Ownership of Shares of Series B Preferred Stock.  Each Stockholder is the sole record owner of such Stockholder’s Shares.

2.2.2Due Authorization.  Each Stockholder has full right, power and authority to execute and deliver this Agreement and any person signing this Agreement and each other document related to the transactions contemplated under this Agreement on behalf of Stockholder has been duly authorized by Stockholder to do so.  The transactions contemplated under this Agreement and Stockholder’s execution and delivery of this Agreement have been authorized by all necessary action on behalf of Stockholder, and this Agreement is the valid and binding obligation of Stockholder, enforceable in accordance with its terms.

2.2.3No Conflict.  The execution and delivery by Stockholder of this Agreement, the consummation of the transactions contemplated by this Agreement and the performance of Stockholder’s obligations under this Agreement will not conflict with, or result in any violation of or default under: (a) any provision of any governing instrument applicable to Stockholder; (b) any agreement or instrument to which Stockholder is a party or by which it or any of its properties are bound; or (c) any permit, franchise, judgment, decree, statute, rule or regulation applicable to Stockholder or to its business or properties.

2.2.4No Registration.  The shares of Common Stock to be issued in the conversion have not been registered under the Securities Act of 1933, as amended (the “Securities Act”).  Each Stockholder is aware of the applicable limitations under the Securities Act on the subsequent sale, transfer, pledge, mortgage, hypothecation, gift, assignment or other encumbrance of such shares of Common Stock.  Each Stockholder further acknowledges that the Common Stock must be held indefinitely unless they are subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available .

2.2.5Legend.  Certificates representing the shares of Common Stock may, at the option of the Company, bear the following legend:

SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN

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EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO UNITEK GLOBAL SERVICES, INC., SUCH REGISTRATION IS NOT REQUIRED.

2.2.6Indemnity.  Each Stockholder agrees to indemnify and hold harmless the Company and each other person, if any, who controls, is controlled by or is under common control with the Company within the meaning of Section 15 of the Securities Act, against any and all loss, liability, claim, damage and expense whatsoever (including any and all expenses reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon any false representation or warranty, or breach or failure by Stockholder to comply with any covenant or agreement by Stockholder in this Agreement.

2.3All representations, warranties, agreements, undertakings and acknowledgments made by Stockholder in this Agreement are true and accurate as of the date hereof and shall be true and accurate as of: (a) the date of the acceptance hereof by the Company; and (b) the Closing Date.  If any representation, warranty or other information relating to Stockholder in this Agreement is not or will not be true and accurate in any respect as of any such date, Stockholder will give written notice of such fact immediately to the Company, specifying the representations and warranties that are not true and accurate and updating the relevant information.

ARTICLE 3

MISCELLANEOUS

3.1Amendments and Waivers.  This Agreement or any provisions of this Agreement may not be waived, modified, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, modification, discharge or termination is sought.  Failure of the Company or any Stockholder to exercise any right or remedy under this Agreement or any other agreement between the Company and the Stockholders or otherwise, or delay by either of them in exercising the same, will not operate as a waiver thereof.

3.2Governing Law.  This Agreement shall be enforced, governed and construed in accordance with the substantive laws of the State of Delaware (without reference to the conflicts or choice of laws principles thereof).  In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law.  Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other p rovision hereof.

3.3Successors and Assigns.  This Agreement and the rights, powers and duties set forth herein shall be binding upon and inure to the benefit of Stockholders, the Company and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns.  If any Stockholder is more than one person, Stockholder’s obligations shall be joint and several and the agreements, representations, warranties and acknowledgments contained herein shall be deemed to be made by and be binding upon each such person and its heirs, executors, administrators and successors.

3.4Notices.  Any notice, request, demand, waiver, consent, approval or other communication which is required or permitted hereunder shall be in writing and shall be deemed given (a) on the date established by the sender as having been delivered personally, (b) on the date delivered by a private courier as established by the sender by evidence obtained from the courier, (c) on the date sent by

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facsimile or other electronic transmission, including electronic mail, pdf or similar means, with confirmation of transmission, if sent during normal business hours of the recipient, if not, then on the next business day, or (d) on the fifth day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.  Such communications, to be valid, must be addressed as follows:

If to Company, to:

UniTek Global Services, Inc.

1777 Sentry Parkway West

Blue Bell, PA  19422

Attn:  Kyle M. Hall, Esq.

Facsimile:  (267) 464-1700

With a required copy to:

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103

Attn: Justin W. Chairman, Esq.

Facsimile: (215) 963-5061

If to a Stockholder, to the address set forth opposite the name of such Stockholder on Schedule A.

or to such other address or to the attention of such Person or Persons as the recipient party has specified by prior written notice to the sending party (or in the case of counsel, to such other readily ascertainable business address as such counsel may hereafter maintain).  If more than one method for sending notice as set forth above is used, the earliest notice date established as set forth above shall control.

3.5Entire Agreement.  This Agreement contains the entire agreement of the parties to this Agreement regarding the subject matter of this Agreement, and there are no representations, covenants or other agreements except as stated or referred to in this Agreement.

3.6Headings. The descriptive headings in this Agreement are for the convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provision of this Agreement.

3.7Interpretation.  The terms “it” and “its,” as used in this Agreement include entities as well as masculine and feminine persons.

3.8Counterparts.  This Agreement may be executed in one or more counterparts, all of which shall constitute one and the same instrument.

3.9Further Assurances. The parties hereto hereby agree to execute and deliver such other documents, instruments and agreements and to take other such action as may be necessary, proper or appropriate to carry out or effectuate the purposes, terms and conditions of this Agreement.

3.10   Survival of Representations.  All representations and warranties made in or pursuant to this Agreement shall survive the execution of this Agreement and the consummation of the transactions contemplated herein.

4

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

The undersigned Stockholders, by executing this Signature Page, hereby adopt and agree to all of the terms, conditions, representations and warranties applicable to each Stockholder in this Agreement with respect to all shares held by such Stockholder in the Company.

UNITEK GLOBAL SERVICES, INC.
By:	/s/   Ronald Lejman
	Name:	Ronald Lejman
	Title:	Chief Financial Officer

STOCKHOLDERS:
SECTOR PERFORMANCE FUND, LP
By:	Sector Performance GP, LP, its general partner
By:	Sector Performance LLC, its general partner
By:	/s/  William G. Neisel
	Name:	William G. Neisel
	Title:	Treasurer

SPF SBS, LP
By:	Sector Performance LLC, its general partner
By:	/s/  William G. Neisel
	Name:	William G. Neisel
	Title:	Treasurer

/s/   C. Scott Hisey

C. Scott Hisey

/s/   Peter Giacalone

Peter Giacalone

/s/   Dean MacDonald

Dean MacDonald

[SIGNATURE PAGE TO SERIES B PREFERRED STOCK CONVERSION AGREEMENT]

5

SCHEDULE A

Stockholder	Number of Shares of Series B Preferred Stock	Number of Shares of Common Stock of the Company to be Received Upon Conversion	Stockholder Address
Sector Performance Fund, LP	219,144	4,934,287	c/o HM Capital, 200 Crescent Ct, Suite 1600, Dallas, Texas 75201
SPF SBS, LP	13,848	311,804	c/o HM Capital, 200 Crescent Ct, Suite 1600, Dallas, Texas 75201
C. Scott Hisey	1,000	22,516	c/o UniTek Global Services, Inc., 1777 Sentry Parkway West, Gwynedd Hall, Suite 302, Blue Bell, Pennsylvania 19422
Peter Giacalone	2,667	60,051	c/o UniTek Global Services, Inc., 1777 Sentry Parkway West, Gwynedd Hall, Suite 302, Blue Bell, Pennsylvania 19422
Dean MacDonald	1,146	25,804	c/o UniTek Global Services, Inc., 1777 Sentry Parkway West, Gwynedd Hall, Suite 302, Blue Bell, Pennsylvania 19422
Total:	237,805	5,354,462

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EX-99.3

EXHIBIT 3

NOMINATING AGREEMENT

This NOMINATING AGREEMENT (this “Agreement”) is made as of November 16, 2010 by and among UniTek Global Service, Inc., a Delaware corporation (the “Company”), and those holders of capital stock of the Company listed on Exhibit A hereto (each a “Controlling Stockholder” and collectively, the “Controlling Stockholders”).

RECITALS:

WHEREAS, the Company has at the date hereof approximately 265,237 issued and outstanding shares of the Series B Preferred Stock, of which approximately 237,805 shares (the “Shares”) are owned by the Controlling Stockholders and their affiliates; and

WHEREAS, pursuant to Section 5.2 of the Certificate of Designation, Preferences and Rights establishing the Series B Preferred Stock, each share of Series B Preferred Stock shall automatically be converted into fully-paid and nonassessable shares of the Company’s Common Stock, $0.00002 par value per share (the “Common Stock”), upon the approval of the holders of a majority of the then outstanding shares of Series B Preferred Stock, which such conversion shall be effected automatically without the need for any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent; and

WHEREAS, in connection with, and conditioned upon the consummation of, an anticipated registered public offering by the Company of the Common Stock (the “Offering”) as registered with the Securities and Exchange Commission on a Registration Statement on Form S-1, the Controlling Stockholders and the Company intend to enter into an agreement (the “Series B Conversion Agreement”) pursuant to which each issued and outstanding share of the Series B Preferred Stock shall be converted a number of shares of Common Stock using the following amounts for the terms defined in Section 5.3 of the Certificate: (i) an Original Issuance Price of $100.00 per share, which increases the Original Issuance Price of $50.00 set forth in the Certificate to give effect to the liquidation preference, on a deemed liquidation, of $100.00 per share of Series B Preferred Stock, as contemplated by Section 3.1 of the Certificate, and (ii) a Conversion Price, as defined in Section 5.3 of the Certificate, equal to 93.5% of the offering price to the public of the shares of Common Stock in the Offering, representing a 6.5% discount to the offering price to the public of the shares of Common Stock in the Offering; and

WHEREAS, it is a condition to the willingness of Controlling Stockholders to enter into the Series B Conversion Agreement that the Company agree with the Controlling Stockholders to hereafter nominate certain persons, as contemplated herein, to serve on the Board of Directors of the Company (the “Board”); and

NOW, THEREFORE, in consideration of the foregoing premises and of the covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1.Director Nomination Rights.

(a)For so long as the Controlling Stockholders collectively own beneficially or of

record or otherwise have the right to vote or consent with respect to at least twenty-eight percent (28%) of the total number of the then outstanding shares of the Common Stock, the Company shall use its commercially reasonable efforts to cause the Board to nominate, with respect to each election of directors, a number of candidates for election as director who are designated by the Controlling Stockholders which shall equal, together with all other directors whose terms are to continue following such election and who were nominated by the Controlling Stockholders (which directors shall be deemed to include, along with any other directors who are in the future nominated pursuant to this Agreement, Peter Brodsky, Daniel Hopkin and Joseph Colonnetta), three (3).

(b)For so long as the Controlling Stockholders collectively own beneficially or of record or otherwise have the right to vote or consent with respect to at least eighteen percent (18%), but less than twenty-eight percent (28%), of the total number of the then outstanding shares of the Common Stock, the Company shall use its commercially reasonable efforts to cause the Board to nominate, with respect to each election of directors, a number of candidates for election as director who are designated by the Controlling Stockholders which shall equal, together with all other directors whose terms are to continue following such election and who were nominated by the Controlling Stockho lders (which directors shall be deemed to include, along with any other directors who are in the future nominated pursuant to this Agreement, Peter Brodsky, Daniel Hopkin and Joseph Colonnetta), two (2).

(c)For so long as the Controlling Stockholders collectively own beneficially or of record or otherwise have the right to vote or consent with respect to at least five percent (5%), but less than eighteen percent (18%), of the total number of the then outstanding shares of the Common Stock, the Company shall use its commercially reasonable efforts to cause the Board to nominate, with respect to each election of directors, a number of candidates for election as director who are designated by the Controlling Stockholders which shall equal, together with all other directors whose terms are to continue following such election and who were nominated by the Controlling Stockholders (which directors shall be deemed to include, along with a ny other directors who are in the future nominated pursuant to this Agreement, Peter Brodsky, Daniel Hopkin and Joseph Colonnetta), one (1).

(d)The Controlling Stockholders shall not be entitled to the rights set forth under Sections 1(a), 1(b) and 1(c) if (i) they do not collectively own beneficially or of record or otherwise have the right to vote or consent with respect to at least five percent (5%) of the total number of the then outstanding shares of the Common Stock, or (ii) the election of the nominee(s) designated under those Sections would result in such nominee(s) constituting, upon election, a greater percentage of the Board than the minimum ownership percentage set forth in Section 1(a), 1(b) or 1(c), as applicable.

(e)To the extent that the election of a nominee designated by the Controlling Stockholders pursuant to Section 1(a), which nominee would constitute the third member of the Board nominated by the Controlling Stockholders, would result, if such nominee did NOT qualify as “independent” under the rules of the NASDAQ Stock Exchange, in a majority of the Board failing to consist of directors that DID qualify as independent under such rules, then the Controlling Stockholders shall designate a nominee who would qualify as independent to the extent necessary to cause, upon the election of such nominee , the Board to consist of a majority

2

of directors qualifying as independent.

2.Representations, Warranties and Covenants of the Controlling Stockholders.  Each Controlling Stockholder hereby represents, warrants and covenants to the Company as of the date hereof that:

(a)such Controlling Stockholder has the legal capacity, power and authority to enter into and perform all of such Controlling Stockholder’s obligations under this Agreement; and

(b)the execution, delivery and performance of this Agreement by such Controlling Stockholder does not and will not violate, conflict with, result in a breach of, or require any consent or approval of any other Person under, (i) such Controlling Stockholder’s constituent and governing documents, or (ii) any law, statute, regulation, order, judgment or decree to which such Controlling Stockholder is subject, or (iii) any material agreement or instrument to or under which such Controlling Stockholder is a party or otherwise bound or subject, other than in the case of clauses (ii) and (iii) any such violation, conflict, breach, consent or approval that is not material in any respect.

3.Representations, Warranties and Covenants of the Company.  The Company hereby represents, warrants and covenants to the Controlling Stockholders as of the date hereof that:

(a)the Company has the legal capacity, power and authority to enter into and perform all of the Company’s obligations under this Agreement; and

(b)the execution, delivery and performance of this Agreement by the Company does not and will not violate, conflict with, result in a breach of, or require any consent or approval of any other Person under, (i) the Company’s certificate of incorporation or bylaws, or (ii) any law, statute, regulation, order, judgment or decree to which the Company is subject, or (iii) any material agreement or instrument to or under which the Company is a party or otherwise bound or subject, other than in the case of clauses (ii) and (iii) any such violation, conflict, breach, consent or approval that is not material in any respect.

4.Additional Documents.   The Company and each Controlling Stockholder hereby covenant and agree to execute and deliver any additional documents requested by the other as are reasonably necessary to carry out the purpose and intent of this Agreement.

5.Third Party Beneficiaries.  Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto or their respective successors and permitted assigns, any rights, remedies or liabilities under or by reason of this Agreement.

6.Miscellaneous.

(a)Waiver.  No failure or delay by any party in exercising any right, power or privilege hereunder shall act as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

(b)Governing Law.  THE PROVISIONS OF THIS AGREEMENT, ITS

3

EXECUTION, PERFORMANCE OR NONPERFORMANCE, INTERPRETATION, TERMINATION, CONSTRUCTION AND ALL MATTERS BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT (WHETHER IN EQUITY, LAW OR STATUTE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS, BOTH PROCEDURAL AND SUBSTANTIVE, OF THE STATE OF DELAWARE WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS THAT IF APPLIED MIGHT REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

(c)Venue.  UNLESS OTHERWISE EXPLICITLY PROVIDED IN THIS AGREEMENT, ANY ACTION, CLAIM, SUIT OR PROCEEDING RELATING TO THIS AGREEMENT OR THE ENFORCEMENT OF ANY PROVISION OF THIS AGREEMENT SHALL BE BROUGHT IN THE STATE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR IN ANY OTHER COURT OF COMPETENT JURISDICTION IF SUCH STATE OR FEDERAL COURTS IN NEW YORK DO NOT HAVE JURISDICTION OVER SUCH MATTER, WITHOUT BOND OR OTHER SECURITY BEING REQUIRED.

(d)Exclusive Jurisdiction.  Each of the parties hereto hereby submits to the jurisdiction of any state or federal court sitting in New York City, New York, in any action arising out of or relating to this Agreement or the transactions contemplated hereby and agrees that all claims in respect of such action may be heard and determined in any such court.  Each party hereto also agrees not to bring any action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court.  Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action so brought and waives any bon d, surety, or other security that might be required of any other party with respect thereto.

(e)Waiver of Jury Trial.  EACH PARTY HEREBY EXPRESSLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION BROUGHT BY OR AGAINST IT ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(f)Counterparts; Electronic Transmission.  This Agreement may be executed in two or more counterparts (any of which may be delivered by facsimile or other electronic transmission followed promptly by an executed original), each of which will be deemed an original, but all of which together will constitute one and the same instrument.  Any signature page delivered by facsimile or electronic image transmission shall be binding to the same extent as an original signature page.

(g)Notices.  Any notice or other communication provided for herein or given hereunder to a party hereto must be in writing, and shall be deemed to have been given (i) when personally delivered or delivered by facsimile transmission with confirmation of delivery, (ii) one Business Day after deposit with Federal Express or similar overnight courier service, or (iii) three Business Days after being mailed by registered, certified or first class mail, return receipt requested.  Notices and any other communications to the Company or any Controlling Stockholder shall be sent to the following addresses (or to such other address with respect to a

4

party as such party notifies the other in writing as provided in this Section 6(g)):

If to the Company, to:

UniTek Global Services, Inc.

1777 Sentry Parkway West

Blue Bell, PA  19422

Attn:  Kyle M. Hall, Esq.

Facsimile:  (267) 464-1700

With a required copy to:

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103

Attn: Justin W. Chairman, Esq.

Facsimile: (215) 963-5061

If to any Controlling Stockholder, to:

HM Capital Partners LLC

200 Crescent Court, Suite 1600

Dallas, Texas 75201

Attn:  Peter Brodsky

Facsimile:  (214) 720-7888

With a required copy to:

HM Capital Partners LLC

200 Crescent Court, Suite 1600

Dallas, Texas 75201

Attn: Dave Knickel, CFO

Facsimile: (214) 740-7331

(h)Severability.  Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.  Upon such determination that any term or other provision is prohibited or invalid under applicable law, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parti es as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

(i)Specific Performance; Injunctive Relief.  The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly

5

agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement, and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity.  The equitable remedies described in this Section 6(i) shall be in addition to, and not in lieu of, any other remedies at law or in equity that the parties to this Agreement are permitted to elect to pursue in accordance with this Agreement.

(j)Complete Agreement.  This Agreement and the exhibits hereto contain the complete agreement between the parties hereto with respect to the subject matter herein and supersede all prior agreements and understandings, whether written or oral, between the parties hereto that may have related to the subject matter hereof in any way.

(k)Amendment.  This Agreement and the exhibits hereto may be amended or modified only by an instrument in writing duly executed by the parties hereto.

[Signature Page to Follow]

6

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto all as of the day and year first above written.

UNITEK GLOBAL SERVICES, INC.
By:	/s/   Ronald Lejman
	Name:	Ronald Lejman
	Title:	Chief Financial Officer

HM UNITEK COINVEST, LP
By:	Sector Performance LLC, its general partner
By:	/s/    William G. Neisel
	Name:	William G. Neisel
	Title:	Treasurer

STOCKHOLDERS:
SECTOR PERFORMANCE FUND, LP
By:	Sector Performance GP, LP, its general partner
By:	Sector Performance LLC, its general partner
By:	/s/  William G. Neisel
	Name:	William G. Neisel
	Title:	Treasurer

SPF SBS, LP
By:	Sector Performance LLC, its general partner
By:	/s/  William G. Neisel
	Name:	William G. Neisel
	Title:	Treasurer

[Signature Page to Nominating Agreement]

7

Exhibit A

Controlling Stockholders

HM UNITEK COINVEST, LP

SECTOR PERFORMANCE FUND, LP

SPF SBS, LP

8

EX-99.4 5 mm12-0210unitek_13da1e4.htm EX.4 - MONITORING & OVERSIGHT TERMINATION AGREEMENT

EXHIBIT 4

MONITORING & OVERSIGHT TERMINATION AGREEMENT

This Monitoring & Oversight Termination Agreement (the “Agreement”) is made and entered into on November 16, 2010, by and among UniTek Global Services, Inc., a Delaware corporation (f/k/a/ Berliner Communications, Inc.) (together with its successors, “UniTek Global”), BCI Communications, Inc., a Delaware corporation and a wholly-owned subsidiary of UniTek Global (together with its successors, “BCI”), Unitek USA, LLC, a Delaware limited liability company (together with its successors, the “Company”), UniTek Holdings, Inc., a Delaware corporation (together with its successors, “Holdings”), UniTek Midco, Inc., a Delaware corporation (together with its successors, “Midco”) and UniTek Acquisition, Inc., a Delaware corporation (together with its successors, “Acquisition”), and collectively with UniTek Global, BCI, the Company, Holdings and Midco, the “Clients”), and HM Capital Partners I, LP, a Delaware limited partnership (together with its successors, “HM LP”).

Recitals

A.           The parties hereto are party to that certain Amended and Restated Monitoring & Oversight Agreement, dated as of January 27, 2010 (the “M&O Agreement”), pursuant to which the Clients requested that HM LP render, and HM LP agreed to render, financial oversight and monitoring services to the Clients as requested from time to time by the Board of Directors of UniTek Global.  Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the M&O Agreement.

B.           The M&O Agreement is to expire pursuant to its terms upon the earlier of September 27, 2017 or a buyout of the M&O Agreement, as contemplated by Section 5 thereof.  The Clients are obligated to buy out the M&O Agreement upon the first to occur of (1) any sale or distribution by the Company or its subsidiaries to the public of our or their capital stock and, in connection therewith, the capital stock of the Company or our subsidiaries becoming listed on an established stock exchange or a national market system; (2) any consolidation or merger of the Company with or into another entity or other business combination or transfer of securities of the Company by any of its stockholders or a series of transac tions in which the stockholders of the Company immediately prior to such transaction own less than 50% of the equity of the Company or HM LLC or any fund or management company affiliated therewith owns less than 25% of the equity of the Company; (3) any sale, license, transfer or disposition of all or substantially all of the assets of the Company; or (4) the Special Committee’s approval of the Company buying out the M&O Agreement.

C.           The Company intends to undertake a registered public offering by the Company of the Common Stock (the “Offering”) as registered with the Securities and Exchange Commission on a Registration Statement on Form S-1.

D.           In connection with, and conditioned upon the consummation of, the Offering, the parties hereto wish to agree that upon the consummation of the Offering, the M&O Agreement shall be terminated, subject to the obligation of the Clients, effective upon the satisfaction of the conditions precedent set forth in Section 1.2 herein, to pay a termination fee, and the parties thereto shall have no further rights or obligations thereunder.

Witnesseth

NOW, THEREFORE, the parties to this Agreement, for good and valuable consideration, the receipt of which is hereby acknowledged, and intending to be legally bound by this Agreement, do hereby

agree as follows:

ARTICLE 1

TERMINATION OF M&O AGREEMENT; PAYMENT OF TERMINATION FEE

1.1Pursuant to and in accordance with the terms of this Agreement, upon the consummation of the Offering, the M&O Agreement shall be terminated and the parties thereto shall have no further rights or obligations thereunder.

1.2Upon the satisfaction of the following two conditions precedent, UniTek Global shall pay to HM LP a termination fee of $4,300,000.  Such fee shall be payable, at the option of UniTek Global, in either cash or shares of its Common Stock, which shall be valued for the purposes of calculating the number of shares to be issued under this Section 1.2 using the 20-day trailing average share price as of the date that such two conditions precedent are satisfied and the termination fee becomes payable..  Such conditions precedent are as follows:

1.2.1The Sector Performance Fund, LP, which is an affiliate of HM LP, sells its entire ownership stake in UniTek Global; and

1.2.2The average price per share of UniTek Global’s Common Stock realized by the Sector Performance Fund, LP is above its basis, which basis will be calculated as of the closing of the Offering when the shares of the Series B Convertible Preferred Stock of UniTek Global owned by the Sector Performance Fund, LP convert into shares of the Common Stock of UniTek Global.

ARTICLE 2

REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS

2.1The Clients represent and warrant to HM LP as follow:

2.1.1Due Authorization.  Each Client has full right, power and authority to execute and deliver this Agreement and any person signing this Agreement and each other document related to the transactions contemplated under this Agreement on behalf of any Client has been duly authorized by such Client to do so.  The transactions contemplated under this Agreement and each Client’s execution and delivery of this Agreement have been authorized by all necessary action on behalf of such Client, and this Agreement is the valid and binding obligation of each Client, enforceable in accordance with its terms.

2.1.2No Conflict.  The execution and delivery by each Client of this Agreement, the consummation of the transactions contemplated by this Agreement and the performance of such Client’s obligations under this Agreement will not conflict with, or result in any violation of or default under: (a) any provision of any governing instrument applicable to such Client; (b) any agreement or instrument to which such Client is a party or by which it or any of its properties are bound; or (c) any permit, franchise, judgment, decree, statute, rule or regulation applicable to such Client or to its business or properties.

2.2HM LP represents, warrants and acknowledges to the Clients as follows:

2.2.1Due Authorization.  HM LP has full right, power and authority to execute and deliver this Agreement and any person signing this Agreement and each other document related to the transactions contemplated under this Agreement on behalf of HM LP has been duly authorized by HM LP to do so.  The transactions contemplated under this Agreement and HM LP’s execution and delivery of

- 2 -

this Agreement have been authorized by all necessary action on behalf of HM LP, and this Agreement is the valid and binding obligation of HM LP, enforceable in accordance with its terms.

2.2.2No Conflict.  The execution and delivery by HM LP of this Agreement, the consummation of the transactions contemplated by this Agreement and the performance of HM LP’s obligations under this Agreement will not conflict with, or result in any violation of or default under: (a) any provision of any governing instrument applicable to HM LP; (b) any agreement or instrument to which HM LP is a party or by which it or any of its properties are bound; or (c) any permit, franchise, judgment, decree, statute, rule or regulation applicable to HM LP or to its business or properties.

ARTICLE 3

MISCELLANEOUS

3.1Amendments and Waivers.  This Agreement or any provisions of this Agreement may not be waived, modified, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, modification, discharge or termination is sought.

3.2Governing Law.  This Agreement shall be enforced, governed and construed in accordance with the substantive laws of the State of Texas (without reference to the conflicts or choice of laws principles thereof).  In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law.  Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other prov ision hereof.

3.3Successors and Assigns.  This Agreement and the rights, powers and duties set forth herein shall be binding upon and inure to the benefit of the Clients, HM LP and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns.

3.4Notices.  Any notice, request, demand, waiver, consent, approval or other communication which is required or permitted hereunder shall be in writing and shall be deemed given (a) on the date established by the sender as having been delivered personally, (b) on the date delivered by a private courier as established by the sender by evidence obtained from the courier, (c) on the date sent by facsimile or other electronic transmission, including electronic mail, pdf or similar means, with confirmation of transmission, if sent during normal business hours of the recipient, if not, then on the next business day, or (d) on the fifth day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.  Such communications, to be valid, must be addressed as follows:

If to any Client, to:

UniTek Global Services, Inc.

1777 Sentry Parkway West

Blue Bell, PA  19422

Attn:  Kyle M. Hall, Esq.

Facsimile:  (267) 464-1700

With a required copy to:

Morgan, Lewis & Bockius LLP

1701 Market Street

- 3 -

Philadelphia, PA 19103

Attn: Justin W. Chairman, Esq.

Facsimile: (215) 963-5061

If to HM LP, to:

HM Capital Partners LLC

200 Crescent Court, Suite 1600

Dallas, Texas 75201

Attn:  Peter Brodsky

Facsimile:  (214) 720-7888

With a required copy to:

HM Capital Partners LLC

200 Crescent Court, Suite 1600

Dallas, Texas 75201

Attn: Dave Knickel, CFO

Facsimile: (214) 740-7331

or to such other address or to the attention of such Person or Persons as the recipient party has specified by prior written notice to the sending party (or in the case of counsel, to such other readily ascertainable business address as such counsel may hereafter maintain).  If more than one method for sending notice as set forth above is used, the earliest notice date established as set forth above shall control.

3.5Entire Agreement.  This Agreement contains the entire agreement of the parties to this Agreement regarding the subject matter of this Agreement, and there are no representations, covenants or other agreements except as stated or referred to in this Agreement.

3.6Headings. The descriptive headings in this Agreement are for the convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provision of this Agreement.

3.7Counterparts.  This Agreement may be executed in one or more counterparts, all of which shall constitute one and the same instrument.

3.8Further Assurances. The parties hereto hereby agree to execute and deliver such other documents, instruments and agreements and to take other such action as may be necessary, proper or appropriate to carry out or effectuate the purposes, terms and conditions of this Agreement.

3.9Survival of Representations.  All representations and warranties made in or pursuant to this Agreement shall survive the execution of this Agreement and the consummation of the transactions contemplated herein.

[Signature Page Follows on Next Page]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

HM CAPITAL PARTNERS I LP
By:	HMCP GP LLC, its general partner
By:	/s/  William G. Neisel
	Name:	William G. Neisel
	Title:	Treasurer

UNITEK GLOBAL SERVICES, INC.
By:	/s/   Ronald Lejman
	Name:	Ronald Lejman
	Title:	Chief Financial Officer

BCI COMMUNICATIONS, INC.
By:	/s/   Ronald Lejman
	Name:	Ronald Lejman
	Title:	Chief Financial Officer

UNITEK USA, LLC
By:	/s/   Ronald Lejman
	Name:	Ronald Lejman
	Title:	Chief Financial Officer

UNITEK HOLDINGS, INC.
By:	/s/   Ronald Lejman
	Name:	Ronald Lejman
	Title:	Chief Financial Officer

UNITEK MIDCO, INC.
By:	/s/   Ronald Lejman
	Name:	Ronald Lejman
	Title:	Chief Financial Officer

UNITEK ACQUISITION, INC.
By:	/s/   Ronald Lejman
	Name:	Ronald Lejman
	Title:	Chief Financial Officer

[SIGNATURE PAGE TO MONITORING & OVERSIGHT TERMINATION AGREEMENT]

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-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.4

EXHIBIT 4

MONITORING & OVERSIGHT TERMINATION AGREEMENT

This Monitoring & Oversight Termination Agreement (the “Agreement”) is made and entered into on November 16, 2010, by and among UniTek Global Services, Inc., a Delaware corporation (f/k/a/ Berliner Communications, Inc.) (together with its successors, “UniTek Global”), BCI Communications, Inc., a Delaware corporation and a wholly-owned subsidiary of UniTek Global (together with its successors, “BCI”), Unitek USA, LLC, a Delaware limited liability company (together with its successors, the “Company”), UniTek Holdings, Inc., a Delaware corporation (together with its successors, “Holdings”), UniTek Midco, Inc., a Delaware corporation (together with its successors, “Midco”) and UniTek Acquisition, Inc., a Delaware corporation (together with its successors, “Acquisition”), and collectively with UniTek Global, BCI, the Company, Holdings and Midco, the “Clients”), and HM Capital Partners I, LP, a Delaware limited partnership (together with its successors, “HM LP”).

Recitals

A.           The parties hereto are party to that certain Amended and Restated Monitoring & Oversight Agreement, dated as of January 27, 2010 (the “M&O Agreement”), pursuant to which the Clients requested that HM LP render, and HM LP agreed to render, financial oversight and monitoring services to the Clients as requested from time to time by the Board of Directors of UniTek Global.  Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the M&O Agreement.

B.           The M&O Agreement is to expire pursuant to its terms upon the earlier of September 27, 2017 or a buyout of the M&O Agreement, as contemplated by Section 5 thereof.  The Clients are obligated to buy out the M&O Agreement upon the first to occur of (1) any sale or distribution by the Company or its subsidiaries to the public of our or their capital stock and, in connection therewith, the capital stock of the Company or our subsidiaries becoming listed on an established stock exchange or a national market system; (2) any consolidation or merger of the Company with or into another entity or other business combination or transfer of securities of the Company by any of its stockholders or a series of transac tions in which the stockholders of the Company immediately prior to such transaction own less than 50% of the equity of the Company or HM LLC or any fund or management company affiliated therewith owns less than 25% of the equity of the Company; (3) any sale, license, transfer or disposition of all or substantially all of the assets of the Company; or (4) the Special Committee’s approval of the Company buying out the M&O Agreement.

C.           The Company intends to undertake a registered public offering by the Company of the Common Stock (the “Offering”) as registered with the Securities and Exchange Commission on a Registration Statement on Form S-1.

D.           In connection with, and conditioned upon the consummation of, the Offering, the parties hereto wish to agree that upon the consummation of the Offering, the M&O Agreement shall be terminated, subject to the obligation of the Clients, effective upon the satisfaction of the conditions precedent set forth in Section 1.2 herein, to pay a termination fee, and the parties thereto shall have no further rights or obligations thereunder.

Witnesseth

NOW, THEREFORE, the parties to this Agreement, for good and valuable consideration, the receipt of which is hereby acknowledged, and intending to be legally bound by this Agreement, do hereby

agree as follows:

ARTICLE 1

TERMINATION OF M&O AGREEMENT; PAYMENT OF TERMINATION FEE

1.1Pursuant to and in accordance with the terms of this Agreement, upon the consummation of the Offering, the M&O Agreement shall be terminated and the parties thereto shall have no further rights or obligations thereunder.

1.2Upon the satisfaction of the following two conditions precedent, UniTek Global shall pay to HM LP a termination fee of $4,300,000.  Such fee shall be payable, at the option of UniTek Global, in either cash or shares of its Common Stock, which shall be valued for the purposes of calculating the number of shares to be issued under this Section 1.2 using the 20-day trailing average share price as of the date that such two conditions precedent are satisfied and the termination fee becomes payable..  Such conditions precedent are as follows:

1.2.1The Sector Performance Fund, LP, which is an affiliate of HM LP, sells its entire ownership stake in UniTek Global; and

1.2.2The average price per share of UniTek Global’s Common Stock realized by the Sector Performance Fund, LP is above its basis, which basis will be calculated as of the closing of the Offering when the shares of the Series B Convertible Preferred Stock of UniTek Global owned by the Sector Performance Fund, LP convert into shares of the Common Stock of UniTek Global.

ARTICLE 2

REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS

2.1The Clients represent and warrant to HM LP as follow:

2.1.1Due Authorization.  Each Client has full right, power and authority to execute and deliver this Agreement and any person signing this Agreement and each other document related to the transactions contemplated under this Agreement on behalf of any Client has been duly authorized by such Client to do so.  The transactions contemplated under this Agreement and each Client’s execution and delivery of this Agreement have been authorized by all necessary action on behalf of such Client, and this Agreement is the valid and binding obligation of each Client, enforceable in accordance with its terms.

2.1.2No Conflict.  The execution and delivery by each Client of this Agreement, the consummation of the transactions contemplated by this Agreement and the performance of such Client’s obligations under this Agreement will not conflict with, or result in any violation of or default under: (a) any provision of any governing instrument applicable to such Client; (b) any agreement or instrument to which such Client is a party or by which it or any of its properties are bound; or (c) any permit, franchise, judgment, decree, statute, rule or regulation applicable to such Client or to its business or properties.

2.2HM LP represents, warrants and acknowledges to the Clients as follows:

2.2.1Due Authorization.  HM LP has full right, power and authority to execute and deliver this Agreement and any person signing this Agreement and each other document related to the transactions contemplated under this Agreement on behalf of HM LP has been duly authorized by HM LP to do so.  The transactions contemplated under this Agreement and HM LP’s execution and delivery of

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this Agreement have been authorized by all necessary action on behalf of HM LP, and this Agreement is the valid and binding obligation of HM LP, enforceable in accordance with its terms.

2.2.2No Conflict.  The execution and delivery by HM LP of this Agreement, the consummation of the transactions contemplated by this Agreement and the performance of HM LP’s obligations under this Agreement will not conflict with, or result in any violation of or default under: (a) any provision of any governing instrument applicable to HM LP; (b) any agreement or instrument to which HM LP is a party or by which it or any of its properties are bound; or (c) any permit, franchise, judgment, decree, statute, rule or regulation applicable to HM LP or to its business or properties.

ARTICLE 3

MISCELLANEOUS

3.1Amendments and Waivers.  This Agreement or any provisions of this Agreement may not be waived, modified, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, modification, discharge or termination is sought.

3.2Governing Law.  This Agreement shall be enforced, governed and construed in accordance with the substantive laws of the State of Texas (without reference to the conflicts or choice of laws principles thereof).  In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law.  Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other prov ision hereof.

3.3Successors and Assigns.  This Agreement and the rights, powers and duties set forth herein shall be binding upon and inure to the benefit of the Clients, HM LP and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns.

3.4Notices.  Any notice, request, demand, waiver, consent, approval or other communication which is required or permitted hereunder shall be in writing and shall be deemed given (a) on the date established by the sender as having been delivered personally, (b) on the date delivered by a private courier as established by the sender by evidence obtained from the courier, (c) on the date sent by facsimile or other electronic transmission, including electronic mail, pdf or similar means, with confirmation of transmission, if sent during normal business hours of the recipient, if not, then on the next business day, or (d) on the fifth day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.  Such communications, to be valid, must be addressed as follows:

If to any Client, to:

UniTek Global Services, Inc.

1777 Sentry Parkway West

Blue Bell, PA  19422

Attn:  Kyle M. Hall, Esq.

Facsimile:  (267) 464-1700

With a required copy to:

Morgan, Lewis & Bockius LLP

1701 Market Street

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Philadelphia, PA 19103

Attn: Justin W. Chairman, Esq.

Facsimile: (215) 963-5061

If to HM LP, to:

HM Capital Partners LLC

200 Crescent Court, Suite 1600

Dallas, Texas 75201

Attn:  Peter Brodsky

Facsimile:  (214) 720-7888

With a required copy to:

HM Capital Partners LLC

200 Crescent Court, Suite 1600

Dallas, Texas 75201

Attn: Dave Knickel, CFO

Facsimile: (214) 740-7331

or to such other address or to the attention of such Person or Persons as the recipient party has specified by prior written notice to the sending party (or in the case of counsel, to such other readily ascertainable business address as such counsel may hereafter maintain).  If more than one method for sending notice as set forth above is used, the earliest notice date established as set forth above shall control.

3.5Entire Agreement.  This Agreement contains the entire agreement of the parties to this Agreement regarding the subject matter of this Agreement, and there are no representations, covenants or other agreements except as stated or referred to in this Agreement.

3.6Headings. The descriptive headings in this Agreement are for the convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provision of this Agreement.

3.7Counterparts.  This Agreement may be executed in one or more counterparts, all of which shall constitute one and the same instrument.

3.8Further Assurances. The parties hereto hereby agree to execute and deliver such other documents, instruments and agreements and to take other such action as may be necessary, proper or appropriate to carry out or effectuate the purposes, terms and conditions of this Agreement.

3.9Survival of Representations.  All representations and warranties made in or pursuant to this Agreement shall survive the execution of this Agreement and the consummation of the transactions contemplated herein.

[Signature Page Follows on Next Page]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

HM CAPITAL PARTNERS I LP
By:	HMCP GP LLC, its general partner
By:	/s/  William G. Neisel
	Name:	William G. Neisel
	Title:	Treasurer

UNITEK GLOBAL SERVICES, INC.
By:	/s/   Ronald Lejman
	Name:	Ronald Lejman
	Title:	Chief Financial Officer

BCI COMMUNICATIONS, INC.
By:	/s/   Ronald Lejman
	Name:	Ronald Lejman
	Title:	Chief Financial Officer

UNITEK USA, LLC
By:	/s/   Ronald Lejman
	Name:	Ronald Lejman
	Title:	Chief Financial Officer

UNITEK HOLDINGS, INC.
By:	/s/   Ronald Lejman
	Name:	Ronald Lejman
	Title:	Chief Financial Officer

UNITEK MIDCO, INC.
By:	/s/   Ronald Lejman
	Name:	Ronald Lejman
	Title:	Chief Financial Officer

UNITEK ACQUISITION, INC.
By:	/s/   Ronald Lejman
	Name:	Ronald Lejman
	Title:	Chief Financial Officer

[SIGNATURE PAGE TO MONITORING & OVERSIGHT TERMINATION AGREEMENT]

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