SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D*

(Amendment No. 2)

Under the Securities Exchange Act of 1934

UniTek Global Services, 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 HMK GP LP

200 Crescent Court, Suite 1600

Dallas, TX 75201

(214) 746-7300

Copy to:

Glenn D. West, Esq.

Weil, Gotshal & Manges LLP

200 Crescent Court, Suite 300

Dallas, Texas 75201

(214) 746-7780

(Name, Address and Telephone Number of Person Authorized to

Receive Notices And Communications)

February 28, 2013

(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.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAME OF REPORTING PERSONS:  UNITEK INTERPOSED LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)   x (b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
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                                            4,686,196  (See Item 5)
		9	SOLE DISPOSITIVE POWER                                         0
		10	SHARED DISPOSITIVE POWER                                   4,686,196   (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON                           4,686,196   (See Item 5)
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) 25.04% of the Common Stock
14	TYPE OF REPORTING PERSON:                                                                           PN

2

1	NAME OF REPORTING PERSONS:  HMK GP LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)   x (b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
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                        4,686,196   (See Item 5)
		9	SOLE DISPOSITIVE POWER                     0
		10	SHARED DISPOSITIVE POWER               4,686,196   (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON   4,686,196   (See Item 5)
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) 25.04% of the Common Stock
14	TYPE OF REPORTING PERSON:                                                                PN

3

1	NAME OF REPORTING PERSONS:  HMK GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)   x (b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
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                        4,686,196  (See Item 5)
		9	SOLE DISPOSITIVE POWER                     0
		10	SHARED DISPOSITIVE POWER               4,686,196  (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON      4,686,196  (See Item 5)
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) 25.04% of the Common Stock
14	TYPE OF REPORTING PERSON:                                                                            OO (limited liability company)

4

1	NAME OF REPORTING PERSONS:  SECTOR PERFORMANCE FUND, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)   x (b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
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 (See Item 5)
		8	SHARED VOTING POWER                        0 (See Item 5)
		9	SOLE DISPOSITIVE POWER                     0 (See Item 5)
		10	SHARED DISPOSITIVE POWER               0 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON      0 (See Item 5)
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) 0% of the Common Stock
14	TYPE OF REPORTING PERSON:                                                                           PN

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1	NAME OF REPORTING PERSONS:  HM UNITEK COINVEST LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)   x (b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
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 (See Item 5)
		8	SHARED VOTING POWER                                                  0 (See Item 5)
		9	SOLE DISPOSITIVE POWER                                               0 (See Item 5)
		10	SHARED DISPOSITIVE POWER                                          0 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 0 (See Item 5)
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) 0% of the Common Stock
14	TYPE OF REPORTING PERSON:                                                                                     PN

6

1	NAME OF REPORTING PERSONS:  SPF SBS LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)   x (b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
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 (See Item 5)
		8	SHARED VOTING POWER                                                                0 (See Item 5)
		9	SOLE DISPOSITIVE POWER                                                                0 (See Item 5)
		10	SHARED DISPOSITIVE POWER                                                                           0 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON0 (See Item 5)
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) 0% of the Common Stock
14	TYPE OF REPORTING PERSON:                                                                                     PN

7

1	NAME OF REPORTING PERSONS:  SECTOR PERFORMANCE GP, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)   x (b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
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 (See Item 5)
		8	SHARED VOTING POWER                                                                0 (See Item 5)
		9	SOLE DISPOSITIVE POWER                                                                0 (See Item 5)
		10	SHARED DISPOSITIVE POWER                                                                           0 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON0 (See Item 5)
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) 0% of the Common Stock
14	TYPE OF REPORTING PERSON:                                                                                     PN

8

1	NAME OF REPORTING PERSONS:  SECTOR PERFORMANCE LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)   x (b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
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 (See Item 5)
		8	SHARED VOTING POWER                       0 (See Item 5)
		9	SOLE DISPOSITIVE POWER                    0 (See Item 5)
		10	SHARED DISPOSITIVE POWER               0 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON  0 (See Item 5)
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) 0% of the Common Stock
14	TYPE OF REPORTING PERSON:                                                                                 OO (limited liability company)

9

This Amendment No. 2 (this “Amendment No. 2”) amends the Schedule 13D filed February 8, 2010, as amended by Amendment No. 1 filed December 2, 2010 (as amended, the “Original Schedule 13D”) (together with this Amendment No. 2, the “Schedule 13D”), and is being filed jointly by the following (each, a “Reporting Person” and collectively, the “Reporting Persons”): (i) UniTek Interposed LP, a Delaware limited partnership (“UniTek Interposed”); (ii) HMK GP LP, a Delaware limited partnership (“HMK LP”); (iii) HMK GP LLC, a Delaware limited liability company (“HMK LLC,” and together with HMK GP, the “General Partners”); (iv) Sector Performance Fund, LP, a Delaware limited partnership (“Sector Performance Fund”); (v) HM Unitek Coinvest LP, a Delaware limited partnership (“Coinvest”); (vi) SPF SBS LP, a Delaware limited partnership (“SPF SBS,” and together with Sector Performance Fund and Coinvest, the “Prior Sponsors”); (vii) Sector Performance GP, LP, a Texas limited partnership (“Sector Performance GP”); and (ix) 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 Solutions, 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

Item 2 is supplemented as follows:

(a)-(c) and (f)

This Amendment No. 2 is being filed jointly by the Reporting Persons identified above.

UniTek Interposed is a direct holder of Common Stock. None of the General Partners is a direct holder of Common Stock.  HMK LP is the sole general partner and a limited partner of UniTek Interposed.  HMK LLC is the sole general partner of HMK LP.

The principal business of UniTek Interposed is to invest directly or indirectly in securities.  The principal business of (i) HMK LP is to serve as the general partner of certain entities, including UniTek Interposed and (ii) HMK LLC is to serve as the general partner of HMK LP.

The principal business address and principal office of Sector Performance Fund, Coinvest, SPF SBS, Sector Performance GP and Ultimate GP is c/o HM Capital Partners LLC, 200 Crescent Court, Suite 1600, Dallas, TX 75201.   The principal business address and principal office of UniTek Interposed, HMK LP and HMK LLC is c/o HMK GP LP, 200 Crescent Court, Suite 1600, Dallas, TX 75201.

Based on the foregoing and the transactions and relationships described herein, UniTek Interposed, HMK LP and HMK LLC may be deemed to constitute a “group” for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The filing of this Schedule 13D shall not be construed as an admission that such Reporting Persons are a group, or have agreed to act as a group.

Andrew S. Rosen, Robert W. Sperry, a member of the Company’s board of directors, Sarah A. Bradley and John Muse are members of a four-person investment committee at HMK LLC that exercises, on behalf of HMK LLCl, voting and dispositive powers over the securities held by UniTek Interposed.  No single member of the investment committee has dispositive and/or voting power over the shares held by UniTek Interposed.  As a result of the foregoing, each of Messrs. Rosen, Sperry and Muse and Ms. Bradley may be deemed to beneficially own all or a portion of the shares of Common Stock beneficially owned by UniTek Interposed described above.  Each of Messrs. Rosen, Sperry and Muse and Ms. Bradley disclaims the existence of a group and disclaims beneficial ownership of shares of Common Stock not owned of record by him or her, except to the extent of any pecuniary interest therein.

The principal business address of each of Messrs. Rosen, Sperry and Muse and Ms. Bradley is 200 Crescent Court, Suite 1600, Dallas, TX 75201.  Each of Messrs. Rosen, Sperry and Muse and Ms. Bradley is a United States citizen.  Each of Messrs. Rosen and Sperry and Ms. Bradley is an executive officer of HMK LLC.

10

(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 February 28, 2013, 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 Amendment No. 2 are incorporated herein by reference.

Item 4.  Purpose of Transaction

Item 4 is supplemented as follows:.

On February 28, 2013, UniTek Interposed, Sector Performance Fund, SPF SBS, Coinvest and the other parties signatory thereto entered into that certain Contribution Agreement (the “Contribution Agreement”) pursuant to which, among other transactions described therein, (i) (a) Sector Performance Fund contributed 4,028,839 shares of Common Stock directly held by it to UniTek Interposed, (b) SPF SBS contributed 254,574 shares of Common Stock directly held by it to UniTek Interposed and (c) each of Sector Performance Fund and SPF SBS contributed all of their respective rights in the Registration Rights Agreement to UniTek Interposed, in each case, in exchange for an allocable portion of limited partner interests in UniTek Interposed and (ii) Coinvest contributed 24 shares of Common Stock directly held by it to UniTek Interposed that are attributable to its general partner’s interest in Coinvest.

Additionally, pursuant to the transactions contemplated by the following agreements, UniTek Interposed received from Coinvest an aggregate of 237,827 shares of Common Stock directly held by it, in addition to the other rights and shares of Common Stock contributed to UniTek Interposed as described below:

·   On February 12, 2013, UniTek Interposed entered into that certain Exchange, Redemption and Sale Agreement (the “First Sale Agreement”), with Coinvest, CPC 2008 Co-Investment Pool, LP (“CPC”) and the other parties signatory thereto pursuant to which, among other transactions described therein, (i) Coinvest contributed to UniTek Interposed (A) an amount of shares of Common Stock directly held by it attributable to CPC’s limited partner interests in Coinvest and (B) its rights in the Registration Rights Agreement, and (ii) CPCcontributed to UniTek Interposed (A) 137,439 shares of Common Stock directly held by it and (B) its rights in the Registration Rights Agreement, in each case, in exchange for an allocable portion of limited partner interests in UniTek Interposed.

·   On February 11, 2013, UniTek Interposed entered into that certain Exchange, Redemption and Sale Agreement (the “Second Sale Agreement”), with Coinvest, Bourdigny Investments S.A. (“Bourdigny”) and the other parties signatory theretopursuant to which, among other transactions described therein, (i) Coinvest contributed to UniTek Interposed (A) an amount of shares of Common Stock directly held by it attributable to Bourdigny’s limited partner interests in Coinvest and (B) its rights in the Registration Rights Agreement, and (ii) Bourdigny contributed to UniTek Interposed (A) 27,493 shares of Common Stock directly held by it and (B) its rights in the Registration Rights Agreement, in each case, in exchange for an allocable portion of limited partner interests in UniTek Interposed.

·   On February 13, 2013, UniTek Interposed entered into that certain Exchange, Redemption and Sale Agreement (the “Third Sale Agreement”), with Coinvest, American Private Equity Partners II, L.P.

11

(“APEB”) and the other parties signatory theretopursuant to which, among other transactions described therein, Coinvest contributed to UniTek Interposed (i) an amount of shares of Common Stock directly held by it attributable to APEB’s limited partner interests in Coinvest and (ii) its rights in the Registration Rights Agreement, in exchange for an allocable portion of limited partner interests in UniTek Interposed.

·   On February 14, 2013, UniTek Interposed entered into that certain Exchange, Redemption and Sale Agreement (the “Fourth Sale Agreement” and together with the First Sale Agreement, Second Sale Agreement and Third Sale Agreement, the “Sale Agreements”), with Coinvest, American Airlines Master Fixed Benefit Pension Plan Trust (“AA Trust”) and the other parties signatory theretopursuant to which, among other transactions described therein, Coinvest contributed to UniTek Interposed (i) an amount of shares of Common Stock directly held by it attributable to AA Trust’s limited partner interests in Coinvest and (ii) its rights in the Registration Rights Agreement, in exchange for an allocable portion of limited partner interests in UniTek Interposed.

The descriptions of the Contribution Agreement and the Sale Agreements in this Amendment No. 2 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, 4, 5 and 6, respectively, and incorporated herein by reference.

Item 5.  Interest in Securities of the Issuer

(a)-(b)

The responses in rows 7 through 11 and 13 of the cover page to this Amendment No. 2 are incorporated herein by reference.  The beneficial ownership reported in this Amendment No. 2 is calculated based upon 18,712,747 shares of Common Stock outstanding and no other shares of the Company’s capital stock outstanding, as reported on November 2, 2012, in the Company’s Form 10-Q for the quarter ended September 30, 2012.

Based on the assumptions above, as of the date of this Amendment No. 2, UniTek Interposed is the direct beneficial owner of 4,686,196 shares of Common Stock, which represent approximately 25.04% of Common Stock outstanding.

By virtue of the relationship between UniTek Interposed, HMK LP and HMK LLC, as described herein, the General Partners may be deemed to share beneficial ownership with respect to all of the shares of Common Stock 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.  UniTek Interposed, acting through its sole general partner, HMK LP, acting through its sole general partner, HMK LLC, acting through its investment committee as described in Item 2 above, 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.

Immediately prior to the time on February 28, 2013 at which each of the Contribution Agreement and the Sale Agreements became effective (the “Effective Time”), none of UniTek Interposed, HMK LP or HMK LLC beneficially owned any shares of Common Stock.  Immediately after the Effective Time, none of Sector Performance Fund, Coinvest, SPF SBS, Sector Performance GP, or Ultimate GP beneficially owned any shares of Common Stock.

12

(c)

The responses to Item 4 of this Amendment No. 2 are incorporated herein by reference.  Other than the transactions contemplated by the Contribution Agreement and the Sale Agreements, there have been no other acquisitions of Company securities by the Reporting Persons.

(d)

No person other than UniTek Interposed and the General Partners 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 UniTek Interposed.

(e)

Immediately after the Effective Time, none of Sector Performance Fund, Coinvest, SPF SBS, Sector Performance GP or Ultimate GP beneficially owned any shares of Common Stock.

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.

Other than as set forth below in this Item 6, the rights to distributions, division of profits and other arrangements relating to the Company’s securities owned of record by the applicable Reporting Persons and their respective general and limited partners or members are governed exclusively by their respective limited partnership agreements and limited liability company agreements.

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 February 28, 2013, by and among the Reporting Persons.*

2.   Contribution Agreement, dated as of February 28, 2013, by and among UniTek Interposed, Sector Performance Fund, SPF SBS and the other parties signatory thereto. *

3.   Exchange, Redemption and Sale Agreements, dated as of February12, 2013, by and among UniTek Interposed, Coinvest, CPC 2008 Co-Investment Pool, LP. and the other parties signatory thereto. *

4.   Exchange, Redemption and Sale Agreements, dated as of February 11, 2013, by and among UniTek Interposed, Coinvest, Bourdigny Investments S.A. and the other parties signatory thereto. *

________________________________

*Filed herewith.

13

5.   Exchange, Redemption and Sale Agreements, dated as of February13, 2013, by and among UniTek Interposed, Coinvest, American Private Equity Partners II, L.P. and the other parties signatory thereto.*

6.   Exchange, Redemption and Sale Agreements, dated as of February 14, 2013, by and among UniTek Interposed, Coinvest, American Airlines Master Fixed Benefit Pension Plan Trust and the other parties signatory thereto. *

________________________________

*Filed herewith.

14

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 is true, complete and correct.  Pursuant to Rule 13d-1(k)(1), each of the undersigned agrees that this Amendment No. 2 is filed on behalf of each of us.

Dated: February 28, 2013

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

15

SECTOR PERFORMANCE LLC
By:	/s/ David W. Knickel
	Name:	David W. Knickel
	Title:	Vice President and Chief Financial Officer

UNITEK INTERPOSED LP
By:	HMK GP, LP, its general partner
By:	HMK GP LLC, its general partner
By:	/s/ David W. Knickel
	Name:	David W. Knickel
	Title:	Vice President and Chief Financial Officer

HMK GP LP
By:	HMK GP LLC, its general partner
By:	/s/ David W. Knickel
	Name:	David W. Knickel
	Title:	Vice President and Chief Financial Officer

HMK GP LLC
By:	/s/ David W. Knickel
	Name:	David W. Knickel
	Title:	Vice President and Chief Financial Officer

16

EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

Each of the undersigned hereby agrees that the statement on Schedule 13D, dated February 28, 2013 (the “Schedule 13D”), with respect to the Common Stock of UniTek Global Solutions, 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 responsible 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

UNITEK INTERPOSED LP
By:	HMK GP, LP, its general partner
By:	HMK GP LLC, its general partner
By:	/s/ David W. Knickel
	Name:	David W. Knickel
	Title:	Vice President and Chief Financial Officer

HMK GP LP
By:	HMK GP LLC, its general partner
By:	/s/ David W. Knickel
	Name:	David W. Knickel
	Title:	Vice President and Chief Financial Officer

HMK GP LLC
By:	/s/ David W. Knickel
	Name:	David W. Knickel
	Title:	Vice President and Chief Financial Officer

EX-99.2

Exhibit 2

CONTRIBUTION AGREEMENT

This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of February 28, 2013, by and among Sector Performance Fund, LP, a Delaware limited partnership (“SPF”), SPF Earthbound LP, a Delaware limited partnership (“SPF Earthbound”), SPF SBS LP, a Delaware limited partnership (“SPF SBS”), EB SPF LLC, a Delaware limited liability company (“EB SPF”), EB SAV Inc., a Delaware corporation (“EB SAV”), HM UniTek Coinvest, LP, a Delaware limited partnership (“UniTek Coinvest”), Sector Performance LLC, a Texas limited liability company (“SP LLC”), MSG Coinvest LP, a Delaware limited partnership (“MSG Coinvest”), MSG Coinvest GP LLC, a Delaware limited liability company (“MSG Coinvest GP”), Advanced Interposed LP, a Delaware limited partnership (“Advanced Interposed”), MSG Interposed LP, a Delaware limited partnership (“MSG Interposed”), Earthbound Interposed LP, a Delaware limited partnership (“Earthbound Interposed”) and UniTek Interposed LP, a Delaware limited partnership (“UniTek Interposed,” and together with Advanced Interposed, MSG Interposed and Earthbound Interposed, the “Interposed Entities”).

RECITALS

WHEREAS, SPF owns (A) 62,850,061 Class A Common Units (the “SPF Advanced Units”) of HM Advanced Holdings, LLC (“Advanced”), representing all of SPF’s membership interests in Advanced; (B) 68,067,673 Class A Units (the “SPF MSG Units”) of MSG Holding, LLC (“MSG”), representing all of SPF’s membership interests in MSG; and (C) 4,028,839 shares of the common stock (the “SPF UniTek Shares”) of UniTek Global Services, Inc. (“UniTek”) representing all of SPF’s equity interests in UniTek;

WHEREAS, SPF also has rights under (A) that certain Senior Subordinated Credit Agreement, dated as of December 19, 2007, by and among Advanced H2O LLC (as successor to HM Advanced Financing, LLC), Advanced Intermediate Holdings, LLC, the lenders thereto, and SPF as administrative agent (as amended from time to time, the “Advanced Subordinated Credit Agreement”); (B) that certain Subordination Agreement, dated as of November 22, 2010, by and among SPF, SPF SBS, HM Advanced Coinvest, LP, JLT Beverages L.P., Advanced H2O LLC, Advanced Intermediate Holdings, LLC, Chase Capital Corporation and JPMorgan Chase Bank, N.A. (as amended from time to time, the “Subordination Agreement”); (C) that certain Agreement Among Mezzanine Lenders, dated as of December 19, 2007, by and among SPF, SPF SBS, HM Advanced Coinvest, LP and JLT Beverages L.P. (the “Advanced Lenders Agreement” and, together with the Advanced Subordinated Credit Agreement and the Subordination Agreement, the “Advanced Agreements”); and (D) that certain Registration Rights Agreement, dated as of January 27, 2010, by and among UniTek Global Services, Inc. (f/k/a Berliner Communications, Inc.), SPF and SPF SBS, among other stockholders (as amended from time to time, the “Registration Rights Agreement”);

WHEREAS, SPF SBS owns (A) 3,970,985 Class A Common Units of Advanced (the “SPF SBS Advanced Units”), representing all of SPF SBS’s membership interests in Advanced; (B) 4,300,825 Class A Common Units of MSG (the “SPF SBS MSG Units”), representing all of SPF SBS’s membership interests in MSG; and (C) 254,574 shares of the common stock of

UniTek (the “SPF SBS UniTek Shares”), representing all of SPF SBS’s equity interests in UniTek;

WHEREAS, SPF SBS also has rights under (A) the Advanced Subordinated Credit Agreement; (B) the Subordination Agreement; (C) the Advanced Lenders Agreement; and (D) the Registration Rights Agreement;

WHEREAS, (A) SPF Earthbound owned (1) 12,117,715.49 Class B Common Units of Earthbound Holdings I, LLC (“Earthbound I”) and (2) 71.652693% of the limited partner interests in HM Earthbound LP (“HM Earthbound”), and (B) SPF SBS owned (1) 765,617.85 Class B Common Units of Earthbound I  and (2) 4.527783% of the limited partner interest in HM Earthbound (such interests in Earthbound I and HM Earthbound referred to in the immediately preceding clauses (A) and (B), the “Former Earthbound Interests”);

WHEREAS, in a series of transactions that occurred immediately prior to the transactions set forth in this Agreement, SPF Earthbound and SPF SBS directly or indirectly distributed to its rollover partners the portion of the Former Earthbound Interests allocable to such rollover partners (the “Earthbound Rollover Distribution”);

WHEREAS, following the Earthbound Rollover Distribution, (A) SPF Earthbound owns 11,999,354.22 Class B Common Units of Earthbound I (the “SPF Earthbound Units”), representing all of SPF Earthbound’s remaining interest in Earthbound I, and (2) 70.952719% of the limited partner interests in HM Earthbound (the “SPF HM Earthbound Interests”), representing all of SPF Earthbound’s remaining interest in HM Earthbound, and (B) SPF SBS owns (1) 338,556.12 Class B Common Units of Earthbound I (the “SPF SBS Earthbound Units”), representing all of SPF SBS’s remaining interest in Earthbound I, and (2) 2.002185% of the limited partner interest in HM Earthbound (the “SPF SBS HM Earthbound Interests”), representing all of SPF SBS’s remaining interest in HM Earthbound;

WHEREAS, as part of the rollover transactions, Earthbound Interposed will receive certain shares of common stock of EB Rollover Inc., a Delaware corporation (“EB Rollover”) from the rollover partners (the “EB Rollover Shares”);

WHEREAS, through a series of transactions, EB SPF will acquire the SPF Earthbound Units, the SPF HM Earthbound Interests, the SPF SBS Earthbound Units and the SPF SBS HM Earthbound Interests, as well as certain additional interests in Earthbound I and HM Earthbound from coinvestors electing to liquidate their investments in Earthbound I and HM Earthbound (the “Earthbound Cash-Out Coinvestor Interests”);

WHEREAS, UniTek Coinvest owns 24 shares of the common stock of UniTek (the “SP LLC UniTek Shares”) that are attributable to SP LLC’s general partner interest in UniTek Coinvest;

WHEREAS, immediately following the transactions contemplated herein and certain additional transactions, SP LLC, as general partner of UniTek Coinvest, wishes to dissolve UniTek Coinvest;

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WHEREAS, in connection therewith, UniTek Coinvest will contribute the SP LLC UniTek Shares to UniTek Interposed;

WHEREAS, MSG Coinvest owns 2,877 Class A Units of MSG (the “MSG Coinvest GP MSG Units”) that are attributable to MSG Coinvest GP’s general partner interest in MSG Coinvest;

WHEREAS, immediately following the transactions contemplated herein and certain additional transactions, MSG Coinvest GP, as general partner of MSG Coinvest, wishes to dissolve MSG Coinvest;

WHEREAS, in connection therewith, MSG Coinvest will contribute the MSG Coinvest GP MSG Units to MSG Interposed in exchange for limited partner interests in MSG Interposed, which limited partner interests in MSG Interposed will thereafter be distributed by MSG Coinvest to MSG Coinvest GP;

WHEREAS, through a series of transactions contemplated herein, including the contribution of direct or indirect interests in each of Advanced, MSG, UniTek, Earthbound I and HM Earthbound to the Interposed Entities, each of SPF, EB SPF and SPF SBS will acquire certain limited partner interests in the Interposed Entities;

WHEREAS, SPF, EB SPF and SPF SBS will enter into certain interest purchase agreements, dated as of the date hereof (as may be amended from time to time, the “Purchase Agreements”), pursuant to which each of SPF, EB SPF and SPF SBS will sell all of its interests (not attributable to the rollover partners, which will be transferred directly or indirectly to such rollover partners immediately following the transactions set forth herein but prior to the consummation of the transactions set forth in the Purchase Agreements) in (A) Advanced Interposed to Advanced SAV LP, (B) MSG Interposed to MSG SAV LP, (C) Earthbound Interposed to Earthbound SAV LP and (D) UniTek Interposed to UniTek SAV LP; and

WHEREAS, prior to the closing of the transactions contemplated, and as required, by the Purchase Agreements, (A) SPF will contribute (i) the SPF Advanced Units and its interests in the Advanced Agreements to Advanced Interposed, (ii) the SPF MSG Units to MSG Interposed and (iii) the SPF UniTek Shares and its interests in the Registration Rights Agreement to UniTek Interposed, (B) EB SPF will contribute the SPF Earthbound Units and the SPF HM Earthbound Interests to Earthbound Interposed and (C) SPF SBS will contribute (i) the SPF SBS Advanced Units and its interests in the Advanced Agreements to Advanced Interposed, (ii) the SPF SBS MSG Units to MSG Interposed, (iii) the SPF SBS Earthbound Units and the SPF SBS HM Earthbound Interests to Earthbound Interposed and (iv) the SPF SBS UniTek Shares and its interests in the Registration Rights Agreement to UniTek Interposed.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

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AGREEMENT

1.Contributions.  Immediately upon the execution and delivery of this Agreement and without further action of the parties hereto, the parties hereto hereby make the following contributions and acceptances (collectively, the “Contributions”):

a.SPF to Advanced Interposed.  SPF agrees to contribute to Advanced Interposed, and hereby contributes, assigns and delivers to Advanced Interposed, the SPF Advanced Units and all of its interests in each of the Subordination Agreement and the Advanced Lenders Agreement, and Advanced Interposed agrees to accept, and hereby accepts, the SPF Advanced Units and such interests in each of the Subordination Agreement and the Advanced Lenders Agreement, and in exchange for the SPF Advanced Units, such interests in the Subordination Agreement and the Advanced Lenders Agreement and all of SPF’s interests in the Advanced Subordinated Credit Agreement, which the parties acknowledge and agree are being assigned by SPF to Advanced Interposed pursuant to that certain Assignment and Assumption, dated even date herewith, by and among SPF, SPF SBS and Advanced Interposed, Advanced Interposed shall issue, and hereby issues, an allocable portion of limited partner interests in Advanced Interposed to SPF.

b.SPF SBS to Advanced Interposed.  SPF SBS agrees to contribute to Advanced Interposed, and hereby contributes, assigns and delivers to Advanced Interposed, the SPF SBS Advanced Units and all of its interests in each of the Subordination Agreement and the Advanced Lenders Agreement, and Advanced Interposed agrees to accept, and hereby accepts, the SPF SBS Advanced Units and such interests in each of the Subordination Agreement and the Advanced Lenders Agreement, and in exchange for the SPF SBS Advanced Units, such interests in the Subordination Agreement and the Advanced Lenders Agreement and all of SPF SBS’s interests in the Advanced Subordinated Credit Agreement, which the parties acknowledge and agree are being assigned by SPF SBS to Advanced Interposed pursuant to that certain Assignment and Assumption, dated even date herewith, by and among SPF, SPF SBS and Advanced Interposed, Advanced Interposed shall issue, and hereby issues, an allocable portion of limited partner interests in Advanced Interposed to SPF SBS.

c.SPF to MSG Interposed.  SPF agrees to contribute to MSG Interposed, and hereby contributes, assigns and delivers to MSG Interposed, the SPF MSG Units, and MSG Interposed agrees to accept, and hereby accepts, the SPF MSG Units, and in exchange, MSG Interposed shall issue, and hereby issues, an allocable portion of limited partner interests in MSG Interposed to SPF.

d.SPF SBS to MSG Interposed.  SPF SBS agrees to contribute to MSG Interposed, and hereby contributes, assigns and delivers to MSG Interposed, the SPF SBS MSG Units, and MSG Interposed agrees to accept, and hereby accepts, the SPF SBS MSG Units, and in exchange, MSG Interposed shall issue, and hereby issues, an allocable portion of limited partner interests in MSG Interposed to SPF SBS.

e.SPF to UniTek Interposed.  SPF agrees to contribute to UniTek Interposed, and hereby contributes, assigns and delivers to UniTek Interposed, the SPF UniTek Shares and all of its interests in the Registration Rights Agreement, and UniTek Interposed

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 agrees to accept, and hereby accepts, the SPF UniTek Shares and such interests in the Registration Rights Agreement, and in exchange, UniTek Interposed shall issue, and hereby issues, an allocable portion of limited partner interests in UniTek Interposed to SPF.

f.SPF SBS to UniTek Interposed.  SPF SBS agrees to contribute to UniTek Interposed, and hereby contributes, assigns and delivers to UniTek Interposed, the SPF SBS UniTek Shares and all of its interests in the Registration Rights Agreement, and UniTek Interposed agrees to accept, and hereby accepts, the SPF SBS UniTek Shares and such interests in the Registration Rights Agreement, and in exchange, UniTek Interposed shall issue, and hereby issues, an allocable portion of limited partner interests in UniTek Interposed to SPF SBS.

g.SPF Earthbound to EB SPF.  SPF Earthbound agrees to contribute to EB SPF, and hereby contributes, assigns and delivers to EB SPF, the SPF Earthbound Units and the SPF HM Earthbound Interests, and EB SPF agrees to accept, and hereby accepts, the SPF Earthbound Units and the SPF HM Earthbound Interests, and in exchange, EB SPF shall issue, and hereby issues, an allocable portion of membership interests in EB SPF to SPF Earthbound.

h.SPF SBS to EB SPF.  SPF SBS agrees to contribute to EB SPF, and hereby contributes, assigns and delivers to EB SPF, the SPF SBS Earthbound Units and the SPF SBS HM Earthbound Interests, and EB SPF agrees to accept, and hereby accepts, the SPF SBS Earthbound Units and the SPF SBS HM Earthbound Interests, and in exchange, EB SPF shall issue, and hereby issues, an allocable portion of membership interests in EB SPF to SPF SBS.

i.EB SPF to EB SAV.  EB SPF agrees to contribute to EB SAV, and hereby contributes, assigns and delivers to EB SAV, the SPF Earthbound Units, the SPF HM Earthbound Interests, the SPF SBS Earthbound Units, the SPF SBS HM Earthbound Interests and the Earthbound Cash-Out Coinvestor Interests, and EB SPF agrees to accept, and hereby accepts, the SPF HM Earthbound Interests, the SPF SBS Earthbound Units, the SPF SBS HM Earthbound Interests and the Earthbound Cash-Out Coinvestor Interests, and in exchange, EB SAV shall issue, and hereby issues, an allocable portion of the common stock of EB SAV (the “EB SAV Shares”) to EB SPF.

j.EB SPF to Earthbound Interposed.  EB SPF agrees to contribute to Earthbound Interposed, and hereby contributes, assigns and delivers to Earthbound Interposed, the EB SAV Shares, and Earthbound Interposed agrees to accept, and hereby accepts, the EB SAV Shares, and in exchange, Earthbound Interposed shall issue, and hereby issues, an allocable portion of limited partner interests in Earthbound Interposed to EB SPF.

k.UniTek Coinvest to UniTek Interposed.  UniTek Coinvest agrees to contribute to UniTek Interposed, and hereby contributes, assigns and delivers to UniTek Interposed, the SP LLC UniTek Shares, and UniTek Interposed agrees to accept, and hereby accepts, the SP LLC UniTek Shares.

l.MSG Coinvest to MSG Interposed.  MSG Coinvest agrees to contribute to MSG Interposed, and hereby contributes, assigns and delivers to MSG Interposed, the MSG Coinvest GP MSG Units, and MSG Interposed agrees to accept, and hereby accepts, the MSG

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Coinvest GP MSG Units, and in exchange, MSG Interposed shall issue, and hereby issues, an allocable portion of limited partner interests in MSG Interposed to MSG Coinvest.

m.Earthbound Interposed to EB SAV.  Immediately following Closing, Earthbound Interposed agrees to contribute to EB SAV, and hereby contributes, assigns and delivers to EB SAV, the EB Rollover Shares, and EB SAV agrees to accept, and hereby accepts, the EB Rollover Shares, and in exchange, EB SAV shall issue, and hereby issues, an allocable portion of common stock of EB SAV to Earthbound Interposed.

2.Effect of the Contributions. After giving effect to the Contributions and certain other transfers, immediately prior to the closing of the transactions contemplated by the Purchase Agreements, SPF, SPF SBS and EB SPF, as applicable, will own such amounts of limited partner interests in Advanced Interposed, MSG Interposed, UniTek Interposed and Earthbound Interposed set forth on Schedule A hereto.

3.Closing.

a.The closing of the Contributions (the “Closing”) shall take place immediately upon the execution and delivery of this Agreement, which shall occur immediately prior to the closing of the transactions contemplated under the Purchase Agreements.

b.At Closing, SPF shall deliver (i) to Advanced Interposed a unit transfer power evidencing the transfer of the SPF Advanced Units to Advanced Interposed; (ii) to MSG Interposed a unit transfer power evidencing the transfer of the SPF MSG Units to MSG Interposed; and (iii) to UniTek Interposed a stock transfer power evidencing the transfer of the SPF UniTek Shares to UniTek Interposed.

c.At Closing, SPF SBS shall deliver (i) to Advanced Interposed a unit transfer power evidencing the transfer of the SPF SBS Advanced Units to Advanced Interposed; (ii) to MSG Interposed a unit transfer power evidencing the transfer of the SPF SBS MSG Units to MSG Interposed; (iii) to UniTek Interposed a stock transfer power evidencing the transfer of the SPF SBS UniTek Shares to UniTek Interposed; and (iv) to EB SPF a unit transfer power evidencing the transfer of the SPF SBS Earthbound Units to EB SPF.

d.At Closing, SPF Earthbound shall deliver to EB SPF a unit transfer power evidencing the transfer of the SPF Earthbound Units to EB SPF.

e.At Closing, EB SPF shall deliver (i) to EB SAV a unit transfer power evidencing the transfer of the SPF Earthbound Units, the SPF SBS Earthbound Units and the Earthbound I portion of the Earthbound Cash-Out Coinvestor Interests to EB SAV and (ii) to Earthbound Interposed a stock transfer power evidencing the transfer of the EB SAV Shares to Earthbound Interposed.

f.At Closing, UniTek Coinvest shall deliver to UniTek Interposed a unit transfer power evidencing the transfer of the SP LLC UniTek Shares to UniTek Interposed.

g.At Closing, MSG Coinvest shall deliver to MSG Interposed a unit transfer power evidencing the transfer of the MSG Coinvest GP MSG Units to MSG Interposed.

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h.At Closing, Earthbound Interposed shall deliver to EB SAV a stock transfer power evidencing the transfer of the EB Rollover Shares to EB SAV.

4.Assignment of Advisory and Monitoring Agreements.  At Closing, SPF shall cause HM Capital Partners I LP to assign to Kainos Capital, LLC its rights under, and Kainos Capital, LLC will assume its obligations under, that certain (a) Financial Advisory Agreement, effective as of November 12, 2007, by and among HM Advanced Holdings, LLC, H2O Holdings Corporation, Advanced Intermediate Holdings, LLC and HM Capital Partners I LP, (b) Monitoring and Oversight Agreement, dated as of November 12, 2007, by and among HM Advanced Holdings, LLC, H2O Holdings Corporation, Advanced Intermediate Holdings, LLC and HM Capital Partners I LP, (c) Financial Advisory Agreement, effective as of November 2, 2011, by and among MSG Holding, LLC, MSG Intermediate Corporation, Milk Holding Corporation, Milk Acquisition Corporation and HM Capital Partners I LP, (d) Monitoring and Oversight Agreement, effective as of November 2, 2011, by and among MSG Holding, LLC, MSG Intermediate Corporation, Milk Holding Corporation, Milk Acquisition Corporation and HM Capital Partners I LP, (e) Financial Advisory Agreement, effective as of July 20, 2009, by and among Earthbound Holdings III, LLC, HM Earthbound LP and HM Capital Partners I LP, and (f) Monitoring and Oversight Agreement, dated as of July 20, 2009, by and among Earthbound Holdings III, LLC and HM Capital Partners I LP.

5.Miscellaneous.

a.Amendments and Waivers.  Amendments or modifications to this Agreement may only be made, and compliance with any term, covenant, agreement, condition or provision set forth herein may only be omitted or waived (either generally or in a particular instance and either retroactively or prospectively), upon the written consent of the parties hereto.

b.Further Assurances.  From time to time, as and when requested by any party hereto, any other party hereto will execute and deliver, or cause to be executed and delivered, all such documents and instruments as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

c.Governing Law.  This Agreement and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be governed by and construed in accordance with the domestic laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

d.Assignment.  This Agreement shall be binding upon the parties hereto and each of their respective successors and permitted assigns.  This Agreement shall not be assignable by any party without the prior written consent of each of the other parties hereto.

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e.Counterparts.  This Agreement may be executed in two or more counterparts (any of which may be delivered by facsimile or other electronic transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

f.Headings.  The article and section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not affect in any way the meaning or interpretation of this Agreement.

g.Severability.  In case any provision in this Agreement shall be held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and the remaining provisions shall not in any way be affected or impaired thereby.

h.Waiver of Compliance.  Any failure of any party to comply with any obligation, covenant, agreement or condition contained herein may be waived in writing by each of the other parties hereto, respectively, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any other failure.

[The Remainder of This Page Is Intentionally Left Blank.]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

SECTOR PERFORMANCE LLC
SECTOR PERFORMANCE FUND, LP
By:	Sector Performance GP, LP, its general partner
	By:	Sector Performance LLC, its general partner
SPF EARTHBOUND LP
By:	Sector Performance GP, LP, its general partner
By:	Sector Performance LLC, its general partner
SPF SBS LP
By:	Sector Performance LLC, its general partner
HM UNITEK COINVEST LP
By:	Sector Performance LLC, its general partner
ADVANCED INTERPOSED LP
By:	HMK GP LP, its general partner
By:	HMK GP LLC, its general partner
MSG INTERPOSED LP
By:	HMK GP LP, its general partner
By:	HMK GP LLC, its general partner

[Signature Page to Contribution Agreement]

EARTHBOUND INTERPOSED LP
By:	HMK GP LP, its general partner
By:	HMK GP LLC, its general partner
UNITEK INTERPOSED LP
By:	HMK GP LP, its general partner
By:	HMK GP LLC, its general partner
EB SPF LLC
EB SAV INC.
MSG COINVEST LP
By:	MSG Coinvest GP LLC, its general partner
MSG COINVEST GP LLC
By:	/s/ David W. Knickel
	Name:	David W. Knickel
	Title:	Vice President, Chief Financial Officer and Secretary

[Signature Page to Contribution Agreement]

SCHEDULE A

[INTENTIONALLY OMITTED]

[Schedule A to Contribution Agreement]

EX-99.3

EXHIBIT 3

EXCHANGE, REDEMPTION AND SALE AGREEMENT

This Exchange, Redemption and Sale Agreement (this “Agreement”) is made as of February 12, 2013, by and among CPC 2008 Co-Investment Pool, LP (“Seller”), UniTek SAV LP (“Purchaser”), HM UniTek Coinvest LP (“Coinvest”) and UniTek Interposed LP (the “Company”).

W I T N E S S E T H :

WHEREAS, pursuant to that certain proposed Subscription Agreement by and among CPP Investment Board Private Holdings (2) Inc., (the “Subscriber”),  Advanced SAV LP, MSG SAV LP, Earthbound SAV LP and UniTek SAV LP (the “Subscription Agreement”) it is contemplated that the Subscriber will subscribe for limited partner interests in Purchaser, which will own limited partner interests in the Company;

WHEREAS, concurrently with the closing of the transactions contemplated by the Subscription Agreement, the Company will acquire certain interests in UniTek Global Services, Inc. (“UniTek”);

WHEREAS, Seller owns 39.996% of the limited partner interests in Coinvest (all such limited partner interests in Coinvest owned by Seller, the “Coinvest Interests”), 137,439 shares of common stock of UniTek (all such common stock of UniTek owned by Seller, the “UniTek Shares”), and rights under the Registration Rights Agreement (defined below);

WHEREAS, Coinvest owns certain shares of common stock of UniTek (all such shares of common stock of UniTek owned by Coinvest and attributable to Seller’s Coinvest Interests, the “UniTek Interests”), and rights under that certain Registration Rights Agreement, dated as of January 27, 2010, by and among UniTek (f/k/a Berliner Communications, Inc.) and Coinvest, among other stockholders (as amended, the “Registration Rights Agreement”);

WHEREAS, subject to the closing of the transactions contemplated by the Subscription Agreement, on the terms and subject to the conditions set forth herein, (i) Coinvest desires to exchange the UniTek Interests for an allocable portion of the limited partner interests in the Company representing an indirect interest in UniTek that is equivalent to the direct interest in Coinvest that Seller currently owns and (ii) Seller desires to exchange all of its UniTek Shares for an allocable portion of the limited partner interests in the Company representing an indirect interest in UniTek that is equivalent to the direct interest in UniTek that Seller currently owns (clauses (i) and (ii) collectively, the “Exchange”) (such limited partner interests in the Company directly and indirectly attributable to Seller, the “Company Interests”);

WHEREAS, subject to the closing of the transactions contemplated by the Subscription Agreement and immediately following the Exchange, on the terms and subject to the conditions set forth herein, Seller desires to transfer its Coinvest Interests to Coinvest in exchange for the Company Interests owned by Coinvest and attributable to Seller’s Coinvest Interests, and Coinvest desires to accept such transfer in full redemption of the Coinvest Interests (the “Redemption”); and

WHEREAS, subject to the closing of the transactions contemplated by the Subscription Agreement and immediately following the Redemption, on the terms and subject to the conditions set forth herein, Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, all of the Company Interests held by Seller for the aggregate cash purchase price of $1,000,051.00 less any costs and expenses allocable to Seller, not to exceed $5,000.00, allocated to Seller by the Company, Coinvest and Purchaser (the “Purchase Price”).  Such costs and expenses, which shall include without limitation the costs and premiums associated with obtaining a representation and warranty insurance policy, shall be allocated among those parties selling interests directly or indirectly to each of Advanced SAV LP, MSG SAV LP, Earthbound SAV LP, and UniTek SAV LP based on the relative purchase price (before reduction for such costs and expenses) to be received by each such selling party as determined by Purchaser, Coinvest and the Company in their reasonable discretion.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:

1.The Coinvest Exchange.  By this instrument, at the Closing (as defined below), subject to the terms and conditions set forth herein, Coinvest shall automatically, without further action by Coinvest, contribute, assign and deliver to the Company, and the Company shall accept from Coinvest, the UniTek Interests and Coinvest’s rights under the Registration Rights Agreement attributable to Seller’s Coinvest Interests, and in exchange for the UniTek Interests and such rights, the Company shall issue to Coinvest the Company Interests attributable to Seller’s Coinvest Interests.

2.The Seller Exchange.  By this instrument, at the Closing (as defined below), subject to the terms and conditions set forth herein, Seller shall automatically, without further action by Seller, contribute, assign and deliver to the Company, and the Company shall accept from Seller, the UniTek Shares and Seller’s rights under the Registration Rights Agreement, and in exchange for the UniTek Shares and such rights, the Company shall issue to Seller the Company Interests attributable to Seller’s UniTek Shares.

3.The Redemption.  By this instrument, immediately following the Exchange, subject to the terms and conditions set forth herein, without any further action by Coinvest or Seller, Seller shall transfer its Coinvest Interests to Coinvest, free and clear of all liens, encumbrances, claims or security interests, in exchange for the Company Interests attributable to Seller’s Coinvest Interests, and Coinvest shall redeem the Coinvest Interests from Seller for cancellation.

4.Purchase and Sale of the Company Interests.  By this instrument, immediately following the Redemption, subject to the terms and conditions set forth herein, without any further action by Seller, Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Company Interests for the Purchase Price.

5.Closing.

(a)The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place contemporaneously with the closing of the transactions

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contemplated by the Subscription Agreement at the offices of Weil, Gotshal & Manges LLP, 200 Crescent Court, Suite 300, Dallas, Texas 75201.

(b)At the Closing or promptly thereafter, but in no event more than one business day following the Closing, Purchaser shall deliver the Purchase Price to Seller by wire transfer of immediately available funds to the account designated by Seller on Exhibit A hereto.

(c)At the Closing or promptly thereafter, the Company shall take such actions as may be necessary to reflect in the register of the Company the transfer of the Company Interests contemplated hereby in Sections 1, 2, 3 and 4.

(d)At the Closing or prior thereto, Coinvest shall deliver to the Company a stock transfer power evidencing the transfer of the UniTek Interests to the Company.

(e)At the Closing or prior thereto, Seller shall deliver to the Company a stock transfer power in the form attached as Exhibit B hereto evidencing the transfer of the UniTek Shares to the Company.

6.Representations and Warranties of Seller.  Seller hereby represents and warrants to the Company, to Coinvest and to Purchaser as follows:

(a)Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.  This Agreement has been duly authorized, executed and delivered by or on behalf of Seller.  Assuming the due authorization, execution, delivery and performance of this Agreement by the other parties hereto, this Agreement is a legal, valid and binding agreement, enforceable against Seller in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(b)Seller is the record and beneficial owner of the Coinvest Interests and the UniTek Shares and Seller has, or will have at the Closing in the case of the Company Interests, the power and authority to sell, transfer, assign and deliver such interests as provided in this Agreement.  Other than pursuant to that certain Agreement of Limited Partnership of the Company (as amended, the “Company LP Agreement”), or that certain Agreement of Limited Partnership of Coinvest (as amended, the “Coinvest LP Agreement”) (i) there is no subscription, option, warrant, call, right, agreement, or commitment relating to the sale, delivery, repurchase or transfer by Seller of the Coinvest Interests, UniTek Shares and Company Interests and (ii) upon transfer of Seller’s Coinvest Interests, UniTek Shares and Company Interests as contemplated herein, the Company will acquire good and indefeasible title to the UniTek Shares, and Purchaser will acquire good and indefeasible title to the Company Interests, in each case free and clear of any and all mortgages, liens, pledges, security interests, charges, claims, restrictions or encumbrances of any nature whatsoever.

(c)The execution and delivery of this Agreement by Seller does not, and neither the performance by Seller of the obligations to be performed by it hereunder, nor the consummation of the transactions contemplated hereby, will (i) conflict with or result in any violation of the

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organizational documents of Seller, (ii)  conflict with, result in any violation of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of, or any obligation or loss of a benefit under, any material note, bond, mortgage, indenture, license, agreement or other document or obligation to which Seller is a party or by which its assets or properties are bound, (iii) violate any order, judgment, decree, writ or injunction (“Order”) of any Governmental Entity (as defined herein) applicable to Seller or (iv) violate any domestic or foreign law, statute, rule or regulation (“Law”) applicable to Seller.

(d)Except with respect to any required filings with the United States Securities and Exchange Commission (the “SEC”), no consent, approval, waiver, order or authorization of, or registration, declaration or filing with, or notice to, any federal, state or foreign court or governmental agency, authority or body or any instrumentality or political subdivision thereof (“Governmental Entity”) or other person, which has not already been obtained or made, is required to be obtained or made by Seller in connection with the execution and delivery of this Agreement by Seller, the performance by Seller of the obligations to be performed by it hereunder or the consummation of the transactions contemplated hereby.

(e)There are no subscriptions, options, warrants, claims, calls, commitments, proxies or agreements outstanding for the purchase, voting or control of any of the Coinvest Interests, UniTek Shares or the Company Interests, other than pursuant to the Company LP Agreement and the Coinvest LP Agreement.

(f)No commission is payable to any person with respect to the Exchange, the Redemption or sale of the interests pursuant to this Agreement as a result of any action or agreement on the part of Seller.

(g)There are no legal proceedings pending or, to the knowledge of Seller, threatened against Seller which relate to, or affect, the transactions contemplated by this Agreement before any Governmental Entity.  Seller is not subject to any Order of any Governmental Entity with respect to, or affecting, the transactions contemplated by this Agreement.

(h)Seller does not own or have right to any other interest in Coinvest, the Company or UniTek other than the Coinvest Interests, the Company Interests and the UniTek Shares.

7.Representations and Warranties of Coinvest.  Coinvest hereby represents and warrants to Seller as follows:

(a)Coinvest has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.  This Agreement has been duly authorized, executed and delivered by or on behalf of Coinvest.  Assuming the due authorization, execution, delivery and performance of this Agreement by the other parties hereto, this Agreement is a legal, valid and binding agreement, enforceable against Coinvest in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

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(b)Coinvest is the record and beneficial owner of the UniTek Interests and Coinvest has, or will have at the Closing in the case of the Company Interests, the power and authority to sell, transfer, assign and deliver the UniTek Interests and the Company Interests as provided in this Agreement.  Other than pursuant to the Company LP Agreement or the Coinvest LP Agreement, (i) there is no subscription, option, warrant, call, right, agreement, or commitment relating to the sale, delivery, repurchase or transfer by Coinvest of the UniTek Interests and the Company Interests and (ii) upon transfer of Coinvest’s UniTek Interests and Company Interests as contemplated herein, the Company will acquire good and indefeasible title to the UniTek Interests, and Seller will acquire good and indefeasible title to the Company Interests, in each case free and clear of any and all mortgages, liens, pledges, security interests, charges, claims, restrictions or encumbrances of any nature whatsoever.

(c)The execution and delivery of this Agreement by Coinvest does not, and neither the performance by Coinvest of the obligations to be performed by it hereunder, nor the consummation of the transactions contemplated hereby, will (i) conflict with or result in any violation of the organizational documents of Coinvest, (ii) conflict with, result in any violation of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of, or any obligation or loss of a benefit under, any material note, bond, mortgage, indenture, license, agreement or other document or obligation to which Coinvest is a party or by which its assets or properties are bound, (iii) violate any Order of any Governmental Entity applicable to Coinvest or (iv) violate any Law applicable to Coinvest.

(d)Except with respect to any required filings with the SEC, no consent, approval, waiver, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or other person, which has not already been obtained or made, is required to be obtained or made by Coinvest in connection with the execution and delivery of this Agreement by Coinvest, the performance by Coinvest of the obligations to be performed by it hereunder or the consummation of the transactions contemplated hereby.

(e)There are no subscriptions, options, warrants, claims, calls, commitments, proxies or agreements outstanding for the purchase, voting or control of any of the UniTek Interests or Company Interests, other than pursuant to the Company LP Agreement and the Coinvest LP Agreement.

8.Representations and Warranties of the Company.  The Company hereby represents and warrants to Seller as follows:

(a)The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by or on behalf of the Company.  Assuming the due authorization, execution, delivery and performance of this Agreement by the other parties hereto, this Agreement is a legal, valid and binding agreement, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of a specific performance, injunctive relief, or other equitable remedies.

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(b)The execution and delivery of this Agreement by the Company does not, and neither the performance by the Company of the obligations to be performed by it hereunder, nor the consummation of the transactions contemplated hereby, will (i) conflict with or result in any violation of the organizational documents of the Company, (ii) conflict with, result in any violation of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of, or any obligation or loss of a benefit under, any material note, bond, mortgage, indenture, license, agreement or other document or obligation to which the Company is a party or by which its assets or properties are bound, (iii) violate any Order of any Governmental Entity applicable to the Company or (iv) violate any Law applicable to the Company.

(c)Except with respect to any required filings with the SEC, no consent, approval, waiver, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Agency or other person, which has not already been obtained or made, is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of the obligations to be performed by it hereunder or the consummation of the transactions contemplated hereby.

(d)For the sake of clarity, Seller will not incur any liability as a result of its interim holding of the Company Interests.

9.Representations and Warranties of Purchaser.  Purchaser hereby represents and warrants to Seller as follows:

(a)Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by or on behalf of Purchaser.  Assuming the due authorization, execution, delivery and performance of this Agreement by the other parties hereto, this Agreement is a legal, valid and binding agreement, enforceable against Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of a specific performance, injunctive relief, or other equitable remedies.

(b)The execution and delivery of this Agreement by Purchaser does not, and neither the performance by Purchaser of the obligations to be performed by it hereunder, nor the consummation of the transactions contemplated hereby, will (i) conflict with or result in any violation of the organizational documents of Purchaser, (ii) conflict with, result in any violation of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of, or any obligation or loss of a benefit under, any material note, bond, mortgage, indenture, license, agreement or other document or obligation to which Purchaser is a party or by which its assets or properties are bound, (iii) violate any Order of any Governmental Entity applicable to Purchaser or (iv) violate any Law applicable to Purchaser.

(c)Except with respect to any required filings with the SEC, no consent, approval, waiver, order or authorization of, or registration, declaration or filing with, or notice to, any

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Governmental Agency or other person, which has not already been obtained or made, is required to be obtained or made by Purchaser in connection with the execution and delivery of this Agreement by Purchaser, the performance by Purchaser of the obligations to be performed by it hereunder or the consummation of the transactions contemplated hereby.

10.Conditions to Closing.

(a)The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):

(i)the representations and warranties of the Company, Coinvest and Purchaser set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);

(ii)the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and

(iii)there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement.

(b)The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):

(i)the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);

(ii)Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing;

(iii)there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and

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(iv)the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

11.Confidentiality.  From the date hereof and continuing after the Closing, Seller shall not and shall cause its directors, officers, employees and affiliates not to, directly or indirectly, disclose, reveal, divulge or communicate to any person other than authorized officers, directors and employees of the Company, Coinvest or Purchaser or use or otherwise exploit for their own benefit or for the benefit of anyone other than the Company, Coinvest, Purchaser or UniTek, any Confidential Information (as defined below).  Seller shall not have any obligation to keep confidential (or cause their officers, directors or affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by applicable Law; provided, however, that in the event disclosure is required by applicable Law, Seller shall, to the extent reasonably possible, provide the Company, Coinvest and Purchaser with prompt notice of such requirement prior to making any disclosure so that the Company, Coinvest and/or Purchaser may seek an appropriate protective order.  For purposes of this Section 11, “Confidential Information” means any information with respect to the Company, Coinvest, Purchaser, UniTek or any of their affiliates, including methods of operation, customer lists, products, prices, fees, costs, technology, inventions, trade secrets, know-how, software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters.  “Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that (a) is generally available to the public on the date of this Agreement or (b) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder.

12.Publicity.

(a)None of Seller, on the one hand, or the Company, Coinvest or Purchaser, on the other hand, shall issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of the other party or parties, as applicable, which approval will not be unreasonably withheld or delayed, unless, in the sole judgment of such party or parties disclosure is otherwise required by applicable law, rule or regulation, provided that, (i) to the extent required by applicable law, rule or regulation, the party intending to make such release shall use its commercially reasonable efforts consistent with such applicable law, rule or regulation to consult with the other parties with respect to the timing and content thereof and (ii) this provision does not limit in any way Purchaser’s ability to issue any press release or public announcement concerning the transaction permitted under the Subscription Agreement.

(b)Seller, the Company, Coinvest and Purchaser agree that the terms of this Agreement shall not be disclosed or otherwise made available to the public and that copies of this Agreement shall not be publicly filed or otherwise made available to the public, except where such disclosure, availability or filing is required by applicable law, rule or regulation and only to the extent required by such law, rule or regulation.

13.Expenses.  Except as otherwise provided in this Agreement, each party hereto shall bear its own expenses incurred in connection with the negotiation and execution of this

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Agreement and each other agreement, document and instrument contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby.

14.Notices.  All notices and other communications hereunder shall be in writing and shall be deemed given upon the earlier of delivery thereof if by hand or upon receipt if sent by mail (registered or certified mail, postage prepaid, return receipt requested) or on the second day (not including a Saturday, Sunday or other day on which banking institutions in the City of New York, New York shall be permitted or required by law or executive order to be closed) after deposit if sent by a recognized overnight delivery service or upon transmission if sent by telecopy or facsimile transmission (with request of assurance of receipt in a manner customary for communication of such type) as follows:

If to Seller, to the address listed on the Seller’s signature page below.

If to the Company, Coinvest or Purchaser to:

c/o HMK GP LP

200 Crescent Court, Suite 1600

Dallas, Texas  75201

Attn:   Andrew S. Rosen

Facsimile: (214) 740-7346

With a copy of all notices or other communications to the Company, Coinvest or Purchaser to:

Weil, Gotshal & Manges LLP

200 Crescent Court, Suite 300

Dallas, Texas  75201

Attn:   Glenn D. West

Facsimile:  (214) 746-7777

15.No Waiver; Modifications in Writing.  This Agreement sets forth the entire understanding of the parties, and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the specific subject matter hereof.  No waiver of or consent to any departure from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, provided that notice of any such waiver shall be given to each party hereto as set forth above.  Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of Seller, the Company, Coinvest and Purchaser.  Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given.

16.Binding Effect; Assignment.  The rights and obligations of each party under this Agreement may not be assigned to any other person without the prior written consent of the other

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parties hereto, and this Agreement shall not be construed so as to confer any right or benefit upon any person other than the parties to this Agreement and their respective successors and permitted assigns.  This Agreement shall be binding upon Seller, the Company, Coinvest and Purchaser and their respective successors and permitted assigns.  For greater clarity, the Subscriber has no liability to any party under this Agreement.

17.Severability of Provisions.  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

18.Termination.  This Agreement may be terminated (a) by the mutual written consent of the parties hereto or (b) at the election (by written notice to the other parties hereto) of any party hereto if the Subscription Agreement is terminated or the closing of the transactions contemplated by the Subscription Agreement does not occur on or prior to March 31, 2013.  In the event that this Agreement is validly terminated in accordance with this Section 18, then each of the parties shall be relieved of their duties and obligations arising hereunder after the date of such termination and such termination shall be without liability to any party hereto, provided that no such termination will relieve any party from liability for any willful breach of this Agreement, and provided further that the provisions set forth in Sections 11 through 28 shall survive such termination.  Nothing in this Section 18 will relieve any party hereto of any liability for a breach of any of its covenants, agreements, representations or warranties contained in this Agreement prior to the date of termination, and the damages recoverable by the non-breaching party shall include all attorneys’ fees reasonably incurred by such party in connection with the transactions contemplated hereby.

19.Further Assurances.  At and from time to time prior to or after Closing, at the request of any party hereto to another party hereto, such other party shall execute and deliver such additional certificates, instruments and other documents and take such other actions as such party may reasonably request in order to carry out the purposes of this Agreement.

20.Governing Law.  This Agreement and all matters based upon or arising out of or related hereto (whether arising at law or in equity) shall be governed by the laws of Delaware, without regard to the conflicts of law principles thereof.

21.Submission to Jurisdiction; Service of Process.

(a)The parties hereby irrevocably submit to the exclusive jurisdiction of the Court of Chancery located in the State of Delaware (or, solely in the event that said Court of Chancery determines that it lacks subject matter jurisdiction or otherwise declines to exercise such jurisdiction, the exclusive jurisdiction of any federal or state court sitting in the State of Delaware) over all claims or causes of action (whether in contract or tort or otherwise) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution, performance, interpretation, construction, validity or enforcement of this Agreement (including, without limitation, any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) and each party hereby irrevocably agrees not to assert, any defense in

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any action for the interpretation or enforcement of this Agreement, that it is not subject thereto or that such action may not be brought or is not maintainable in such courts or that this Agreement may not be enforced in or by such courts or that their property is exempt or immune from execution, that the action is brought in an inconvenient forum, or that the venue of the action is improper.

(b)Each of the parties hereto hereby consents to process being served by any party to this Agreement on any other party to this agreement in any suit, action or proceeding by the delivery of a copy thereof to the address of such party listed in Section 14.

22.Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION CONTEMPLATED IN SECTION 21.  EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 22.

23.Survival.  The representations, warranties, covenants, and agreements contained in this Agreement shall survive the Closing.

24.Non-Recourse.  No past, present or future director, officer, employee, incorporator, member, partner, stockholder, affiliate, agent, attorney or representative of Seller, Purchaser, Coinvest, the Company, HM Capital Partners I LP or any of their respective affiliates, shall have any liability for any obligations or liabilities of Seller, Purchaser, Coinvest or the Company, respectively, under this Agreement or otherwise or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby.

25.Non-Reliance of Seller.  Seller acknowledges and agrees that it has consulted with its own advisors with respect to the transactions contemplated by this Agreement, and in entering into this Agreement, Seller has made its own determination, in consultation with its advisors, with respect to the fairness of the Purchase Price.  Seller further acknowledges and agrees that in deciding to enter into this Agreement, except for the representations and warranties set forth in Sections 7, 8 and 9, it has not relied on any statements made by Purchaser, Coinvest, the Company, HM Capital Partners I LP or any of their respective affiliates, agents or representatives, and instead Seller has completed its own investigation with respect to the transactions contemplated by this Agreement.

26.Acknowledgment.  Seller hereby acknowledges that certain individuals affiliated with HM Capital Partners I LP and Kainos Capital, LLC serve on the board of directors of UniTek Global Services, Inc., and therefore may be in possession of material non-public information not available to Seller.

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27.Specific Performance.  The parties hereto agree that if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached or violated, irreparable damage would occur, no adequate remedy at law would exist and damages would be difficult to determine, and that the parties hereto shall be entitled to an injunction to prevent breaches or violations of the provisions of this Agreement and to specific performance of the terms hereof, in addition to any other remedy at law or in equity.  The parties hereto further agree not to assert that a remedy of specific performance is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy.  Each of the parties hereto hereby waives (a) any defenses in any action for specific performance, including the defense that a remedy at law would be adequate and (b) any requirement under any law to post a bond or other security as a prerequisite to obtaining equitable relief.

28.Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be considered an original, but all of which taken together shall constitute one and the same Agreement.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

CPC 2008 CO-INVESTMENT POOL, LP
	By:	CPC 2008 Co-investment Pool GP, LP, its General Partner
		By:	CPC 2008 Coinvest, LLC, its General Partner
By:	/s/ Michael T. Hearne
		Name:	Michael T. Hearne
		Title:	Executive Vice President

[SIGNATURE PAGE TO EXCHANGE, REDEMPTION AND SALE AGREEMENT]

UNITEK INTERPOSED LP
	By:	HMK GP LP, its general partner
		By:	HMK GP LLC, its general partner

UNITEK SAV LP
	By:	HMK GP LP, its general partner
		By:	HMK GP LLC, its general partner

HM UNITEK COINVEST LP
	By:	Sector Performance LLC, its general partner
By:	/s/ David W. Knickel
		Name:	David W. Knickel
		Title:	Vice President, Chief Financial Officer and Secretary

[SIGNATURE PAGE TO EXCHANGE, REDEMPTION AND SALE AGREEMENT]

Exhibit A

WIRE TRANSFER INSTRUCTIONS

[INTENTIONALLY OMITTED]

[EXHIBIT A TO EXCHANGE, REDEMPTION AND SALE AGREEMENT]

Exhibit B

STOCK TRANSFER POWER

FOR VALUE RECEIVED, CPC 2008 Co-Investment Pool, LP does hereby sell, assign and transfer unto UniTek Interposed LP, a Delaware limited partnership, 137,439 shares of common stock of UniTek Global Services, Inc., a Delaware corporation (the “Company”) and does hereby irrevocably constitute and appoint the Company as its attorney-in-fact to transfer such common stock on the books of the Company with full power of substitution in the premises.

Executed as of the _____ day of February, 2013.

CPC 2008 CO-INVESTMENT POOL, LP
	By:	CPC 2008 Co-investment Pool GP, LP, its General Partner
		By:	CPC 2008 Coinvest, LLC, its General Partner
By:	/s/ Michael T. Hearne
		Name:	Michael T. Hearne
		Title:	Executive Vice President

[EXHIBIT B TO EXCHANGE, REDEMPTION AND SALE AGREEMENT]

EX-99.4

EXHIBIT 4

EXCHANGE, REDEMPTION AND SALE AGREEMENT

This Exchange, Redemption and Sale Agreement (this “Agreement”) is made as of February 11, 2013, by and among Bourdigny Investments S.A. (“Seller”), UniTek SAV LP (“Purchaser”), HM UniTek Coinvest LP (“Coinvest”) and UniTek Interposed LP (the “Company”).

W I T N E S S E T H :

WHEREAS, pursuant to that certain proposed Subscription Agreement by and among CPP Investment Board Private Holdings (2) Inc., (the “Subscriber”),  Advanced SAV LP, MSG SAV LP, Earthbound SAV LP and UniTek SAV LP (the “Subscription Agreement”) it is contemplated that the Subscriber will subscribe for limited partner interests in Purchaser, which will own limited partner interests in the Company;

WHEREAS, concurrently with the closing of the transactions contemplated by the Subscription Agreement, the Company will acquire certain interests in UniTek Global Services, Inc. (“UniTek”);

WHEREAS, Seller owns 7.9992% limited partner interests in Coinvest (all such limited partner interests in Coinvest owned by Seller, the “Coinvest Interests”), 27,493 shares of common stock of UniTek (all such common stock of UniTek owned by Seller, the “UniTek Shares”), and rights under the Registration Rights Agreement (defined below);

WHEREAS, Coinvest owns certain shares of common stock of UniTek (all such shares of common stock of UniTek owned by Coinvest and attributable to Seller’s Coinvest Interests, the “UniTek Interests”), and rights under that certain Registration Rights Agreement, dated as of January 27, 2010, by and among UniTek (f/k/a Berliner Communications, Inc.) and Coinvest, among other stockholders (as amended, the “Registration Rights Agreement”);

WHEREAS, subject to the closing of the transactions contemplated by the Subscription Agreement, on the terms and subject to the conditions set forth herein, (i) Coinvest desires to exchange the UniTek Interests for an allocable portion of the limited partner interests in the Company representing an indirect interest in UniTek that is equivalent to the direct interest in Coinvest that Seller currently owns and (ii) Seller desires to exchange all of its UniTek Shares for an allocable portion of the limited partner interest in the Company representing an indirect interest in UniTek that is equivalent to the direct interest in UniTek that Seller currently owns (clauses (i) and (ii) collectively, the “Exchange”) (such limited partner interests in the Company directly and indirectly attributable to Seller, the “Company Interests”);

WHEREAS, subject to the closing of the transactions contemplated by the Subscription Agreement and immediately following the Exchange, on the terms and subject to the conditions set forth herein, Seller desires to transfer its Coinvest Interests to Coinvest in exchange for the Company Interests owned by Coinvest and attributable to Seller’s Coinvest Interests, and Coinvest desires to accept such transfer in full redemption of the Coinvest Interests (the “Redemption”); and

WHEREAS, subject to the closing of the transactions contemplated by the Subscription Agreement and immediately following the Redemption, on the terms and subject to the conditions set forth herein, Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, all of the Company Interests held by Seller for the aggregate cash purchase price of $200,032.00 less any costs and expenses allocable to Seller, not to exceed $5,000.00, allocated to Seller by the Company, Coinvest and Purchaser (the “Purchase Price”).  Such costs and expenses, which shall include without limitation the costs and premiums associated with obtaining a representation and warranty insurance policy, shall be allocated among those parties selling interests directly or indirectly to each of Advanced SAV LP, MSG SAV LP, Earthbound SAV LP, and UniTek SAV LP based on the relative purchase price (before reduction for such costs and expenses) to be received by each such selling party as determined by Purchaser, Coinvest and the Company in their reasonable discretion.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:

1.The Coinvest Exchange.  By this instrument, at the Closing (as defined below), subject to the terms and conditions set forth herein, Coinvest shall automatically, without further action by Coinvest, contribute, assign and deliver to the Company, and the Company shall accept from Coinvest, the UniTek Interests and Coinvest’s rights under the Registration Rights Agreement attributable to Seller’s Coinvest Interests, and in exchange for the UniTek Interests and such rights, the Company shall issue to Coinvest the Company Interests attributable to Seller’s Coinvest Interests.

2.The Seller Exchange.  By this instrument, at the Closing (as defined below), subject to the terms and conditions set forth herein, Seller shall automatically, without further action by Seller, contribute, assign and deliver to the Company, and the Company shall accept from Seller, the UniTek Shares and Seller’s rights under the Registration Rights Agreement, and in exchange for the UniTek Shares and such rights, the Company shall issue to Seller the Company Interests attributable to Seller’s UniTek Shares.

3.The Redemption.  By this instrument, immediately following the Exchange, subject to the terms and conditions set forth herein, without any further action by Coinvest or Seller, Seller shall transfer its Coinvest Interests to Coinvest, free and clear of all liens, encumbrances, claims or security interests, in exchange for the Company Interests attributable to Seller’s Coinvest Interests, and Coinvest shall redeem the Coinvest Interests from Seller for cancellation.

4.Purchase and Sale of the Company Interests.  By this instrument, immediately following the Redemption, subject to the terms and conditions set forth herein, without any further action by Seller, Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Company Interests for the Purchase Price.

5.Closing.

(a)The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place contemporaneously with the closing of the transactions

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contemplated by the Subscription Agreement at the offices of Weil, Gotshal & Manges LLP, 200 Crescent Court, Suite 300, Dallas, Texas 75201.

(b)At the Closing or promptly thereafter, but in no event more than one business day following the Closing, Purchaser shall deliver the Purchase Price to Seller by wire transfer of immediately available funds to the account designated by Seller on Exhibit A hereto.

(c)At the Closing or promptly thereafter, the Company shall take such actions as may be necessary to reflect in the register of the Company the transfer of the Company Interests contemplated hereby in Sections 1, 2, 3 and 4.

(d)At the Closing or prior thereto, Coinvest shall deliver to the Company a stock transfer power evidencing the transfer of the UniTek Interests to the Company.

(e)At the Closing or prior thereto, Seller shall deliver to the Company a stock transfer power in the form attached as Exhibit B hereto evidencing the transfer of the UniTek Shares to the Company.

6.Representations and Warranties of Seller.  Seller hereby represents and warrants to the Company, to Coinvest and to Purchaser as follows:

(a)Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.  This Agreement has been duly authorized, executed and delivered by or on behalf of Seller.  Assuming the due authorization, execution, delivery and performance of this Agreement by the other parties hereto, this Agreement is a legal, valid and binding agreement, enforceable against Seller in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(b)Seller is the record and beneficial owner of the Coinvest Interests and the UniTek Shares and Seller has, or will have at the Closing in the case of the Company Interests, the power and authority to sell, transfer, assign and deliver such interests as provided in this Agreement.  Other than pursuant to that certain Agreement of Limited Partnership of the Company (as amended, the “Company LP Agreement”), or that certain Agreement of Limited Partnership of Coinvest (as amended, the “Coinvest LP Agreement”) (i) there is no subscription, option, warrant, call, right, agreement, or commitment relating to the sale, delivery, repurchase or transfer by Seller of the Coinvest Interests, UniTek Shares and Company Interests and (ii) upon transfer of Seller’s Coinvest Interests, UniTek Shares and Company Interests as contemplated herein, the Company will acquire good and indefeasible title to the UniTek Shares, and Purchaser will acquire good and indefeasible title to the Company Interests, in each case free and clear of any and all mortgages, liens, pledges, security interests, charges, claims, restrictions or encumbrances of any nature whatsoever.

(c)The execution and delivery of this Agreement by Seller does not, and neither the performance by Seller of the obligations to be performed by it hereunder, nor the consummation of the transactions contemplated hereby, will (i) conflict with or result in any violation of the

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organizational documents of Seller, (ii)  conflict with, result in any violation of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of, or any obligation or loss of a benefit under, any material note, bond, mortgage, indenture, license, agreement or other document or obligation to which Seller is a party or by which its assets or properties are bound, (iii) violate any order, judgment, decree, writ or injunction (“Order”) of any Governmental Entity (as defined herein) applicable to Seller or (iv) violate any domestic or foreign law, statute, rule or regulation (“Law”) applicable to Seller.

(d)Except with respect to any required filings with the United States Securities and Exchange Commission (the “SEC”), no consent, approval, waiver, order or authorization of, or registration, declaration or filing with, or notice to, any federal, state or foreign court or governmental agency, authority or body or any instrumentality or political subdivision thereof (“Governmental Entity”) or other person, which has not already been obtained or made, is required to be obtained or made by Seller in connection with the execution and delivery of this Agreement by Seller, the performance by Seller of the obligations to be performed by it hereunder or the consummation of the transactions contemplated hereby.

(e)There are no subscriptions, options, warrants, claims, calls, commitments, proxies or agreements outstanding for the purchase, voting or control of any of the Coinvest Interests, UniTek Shares or the Company Interests, other than pursuant to the Company LP Agreement and the Coinvest LP Agreement.

(f)No commission is payable to any person with respect to the Exchange, the Redemption or sale of the interests pursuant to this Agreement as a result of any action or agreement on the part of Seller.

(g)There are no legal proceedings pending or, to the knowledge of Seller, threatened against Seller which relate to, or affect, the transactions contemplated by this Agreement before any Governmental Entity.  Seller is not subject to any Order of any Governmental Entity with respect to, of affecting, the transactions contemplated by this Agreement.

(h)Seller does not own or have right to any other interest in Coinvest, the Company or UniTek other than the Coinvest Interests, the Company Interests and the UniTek Shares.

7.Representations and Warranties of Coinvest.  Coinvest hereby represents and warrants to Seller as follows:

(a)Coinvest has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.  This Agreement has been duly authorized, executed and delivered by or on behalf of Coinvest.  Assuming the due authorization, execution, delivery and performance of this Agreement by the other parties hereto, this Agreement is a legal, valid and binding agreement, enforceable against Coinvest in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

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(b)Coinvest is the record and beneficial owner of the UniTek Interests and Coinvest has, or will have at the Closing in the case of the Company Interests, the power and authority to sell, transfer, assign and deliver the UniTek Interests and the Company Interests as provided in this Agreement.  Other than pursuant to the Company LP Agreement or the Coinvest LP Agreement, (i) there is no subscription, option, warrant, call, right, agreement, or commitment relating to the sale, delivery, repurchase or transfer by Coinvest of the UniTek Interests and the Company Interests and (ii) upon transfer of Coinvest’s UniTek Interests and Company Interests as contemplated herein, the Company will acquire good and indefeasible title to the UniTek Interests, and Seller will acquire good and indefeasible title to the Company Interests, in each case free and clear of any and all mortgages, liens, pledges, security interests, charges, claims, restrictions or encumbrances of any nature whatsoever.

(c)The execution and delivery of this Agreement by Coinvest does not, and neither the performance by Coinvest of the obligations to be performed by it hereunder, nor the consummation of the transactions contemplated hereby, will (i) conflict with or result in any violation of the organizational documents of Coinvest, (ii) conflict with, result in any violation of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of, or any obligation or loss of a benefit under, any material note, bond, mortgage, indenture, license, agreement or other document or obligation to which Coinvest is a party or by which its assets or properties are bound, (iii) violate any Order of any Governmental Entity applicable to Coinvest or (iv) violate any Law applicable to Coinvest.

(d)Except with respect to any required filings with the SEC, no consent, approval, waiver, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or other person, which has not already been obtained or made, is required to be obtained or made by Coinvest in connection with the execution and delivery of this Agreement by Coinvest, the performance by Coinvest of the obligations to be performed by it hereunder or the consummation of the transactions contemplated hereby.

(e)There are no subscriptions, options, warrants, claims, calls, commitments, proxies or agreements outstanding for the purchase, voting or control of any of the UniTek Interests or Company Interests, other than pursuant to the Company LP Agreement and the Coinvest LP Agreement.

8.Representations and Warranties of the Company.  The Company hereby represents and warrants to Seller as follows:

(a)The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by or on behalf of the Company.  Assuming the due authorization, execution, delivery and performance of this Agreement by the other parties hereto, this Agreement is a legal, valid and binding agreement, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of a specific performance, injunctive relief, or other equitable remedies.

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(b)The execution and delivery of this Agreement by the Company does not, and neither the performance by the Company of the obligations to be performed by it hereunder, nor the consummation of the transactions contemplated hereby, will (i) conflict with or result in any violation of the organizational documents of the Company, (ii) conflict with, result in any violation of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of, or any obligation or loss of a benefit under, any material note, bond, mortgage, indenture, license, agreement or other document or obligation to which the Company is a party or by which its assets or properties are bound, (iii) violate any Order of any Governmental Entity applicable to the Company or (iv) violate any Law applicable to the Company.

(c)Except with respect to any required filings with the SEC, no consent, approval, waiver, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Agency or other person, which has not already been obtained or made, is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of the obligations to be performed by it hereunder or the consummation of the transactions contemplated hereby.

(d)For the sake of clarity, Seller will not incur any liability as a result of its interim holding of the Company Interests.

9.Representations and Warranties of Purchaser.  Purchaser hereby represents and warrants to Seller as follows:

(a)Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by or on behalf of Purchaser.  Assuming the due authorization, execution, delivery and performance of this Agreement by the other parties hereto, this Agreement is a legal, valid and binding agreement, enforceable against Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of a specific performance, injunctive relief, or other equitable remedies.

(b)The execution and delivery of this Agreement by Purchaser does not, and neither the performance by Purchaser of the obligations to be performed by it hereunder, nor the consummation of the transactions contemplated hereby, will (i) conflict with or result in any violation of the organizational documents of Purchaser, (ii) conflict with, result in any violation of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of, or any obligation or loss of a benefit under, any material note, bond, mortgage, indenture, license, agreement or other document or obligation to which Purchaser is a party or by which its assets or properties are bound, (iii) violate any Order of any Governmental Entity applicable to Purchaser or (iv) violate any Law applicable to Purchaser.

(c)Except with respect to any required filings with the SEC, no consent, approval, waiver, order or authorization of, or registration, declaration or filing with, or notice to, any

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Governmental Agency or other person, which has not already been obtained or made, is required to be obtained or made by Purchaser in connection with the execution and delivery of this Agreement by Purchaser, the performance by Purchaser of the obligations to be performed by it hereunder or the consummation of the transactions contemplated hereby.

10.Conditions to Closing.

(a)The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):

(i)the representations and warranties of the Company, Coinvest and Purchaser set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);

(ii)the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and

(iii)there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement.

(b)The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):

(i)the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);

(ii)Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing;

(iii)there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and

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(iv)the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

11.Confidentiality.  From the date hereof and continuing after the Closing, Seller shall not and shall cause its directors, officers, employees and affiliates not to, directly or indirectly, disclose, reveal, divulge or communicate to any person other than authorized officers, directors and employees of the Company, Coinvest or Purchaser or use or otherwise exploit for their own benefit or for the benefit of anyone other than the Company, Coinvest, Purchaser or UniTek, any Confidential Information (as defined below).  Seller shall not have any obligation to keep confidential (or cause their officers, directors or affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by applicable Law; provided, however, that in the event disclosure is required by applicable Law, Seller shall, to the extent reasonably possible, provide the Company, Coinvest and Purchaser with prompt notice of such requirement prior to making any disclosure so that the Company, Coinvest and/or Purchaser may seek an appropriate protective order.  For purposes of this Section 11, “Confidential Information” means any information with respect to the Company, Coinvest, Purchaser, UniTek or any of their affiliates, including methods of operation, customer lists, products, prices, fees, costs, technology, inventions, trade secrets, know-how, software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters.  “Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that (a) is generally available to the public on the date of this Agreement or (b) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder.

12.Publicity.

(a)None of Seller, on the one hand, or the Company, Coinvest or Purchaser, on the other hand, shall issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of the other party or parties, as applicable, which approval will not be unreasonably withheld or delayed, unless, in the sole judgment of such party or parties disclosure is otherwise required by applicable law, rule or regulation, provided that, (i) to the extent required by applicable law, rule or regulation, the party intending to make such release shall use its commercially reasonable efforts consistent with such applicable law, rule or regulation to consult with the other parties with respect to the timing and content thereof and (ii) this provision does not limit in any way Purchaser’s ability to issue any press release or public announcement concerning the transaction permitted under the Subscription Agreement.

(b)Seller, the Company, Coinvest and Purchaser agree that the terms of this Agreement shall not be disclosed or otherwise made available to the public and that copies of this Agreement shall not be publicly filed or otherwise made available to the public, except where such disclosure, availability or filing is required by applicable law, rule or regulation and only to the extent required by such law, rule or regulation.

13.Expenses.  Except as otherwise provided in this Agreement, each party hereto shall bear its own expenses incurred in connection with the negotiation and execution of this Agreement and each other agreement, document and instrument contemplated by this

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Agreement and the consummation of the transactions contemplated hereby and thereby.

14.Notices.  All notices and other communications hereunder shall be in writing and shall be deemed given upon the earlier of delivery thereof if by hand or upon receipt if sent by mail (registered or certified mail, postage prepaid, return receipt requested) or on the second day (not including a Saturday, Sunday or other day on which banking institutions in the City of New York, New York shall be permitted or required by law or executive order to be closed) after deposit if sent by a recognized overnight delivery service or upon transmission if sent by telecopy or facsimile transmission (with request of assurance of receipt in a manner customary for communication of such type) as follows:

If to Seller, to the address listed on the Seller’s signature page below.

If to the Company, Coinvest or Purchaser to:

c/o HMK GP LP

200 Crescent Court, Suite 1600

Dallas, Texas  75201

Attn:  Andrew S. Rosen

Facsimile: (214) 740-7346

With a copy of all notices or other communications to the Company, Coinvest or Purchaser to:

Weil, Gotshal & Manges LLP

200 Crescent Court, Suite 300

Dallas, Texas  75201

Attn:  Glenn D. West

Facsimile:  (214) 746-7777

15.No Waiver; Modifications in Writing.  This Agreement sets forth the entire understanding of the parties, and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the specific subject matter hereof.  No waiver of or consent to any departure from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, provided that notice of any such waiver shall be given to each party hereto as set forth above.  Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of Seller, the Company, Coinvest and Purchaser.  Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given.

16.Binding Effect; Assignment.  The rights and obligations of each party under this Agreement may not be assigned to any other person without the prior written consent of the other

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parties hereto, and this Agreement shall not be construed so as to confer any right or benefit upon any person other than the parties to this Agreement and their respective successors and permitted assigns.  This Agreement shall be binding upon Seller, the Company, Coinvest and Purchaser and their respective successors and permitted assigns.  For greater clarity, the Subscriber has no liability to any party under this Agreement.

17.Severability of Provisions.  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

18.Termination.  This Agreement may be terminated (a) by the mutual written consent of the parties hereto or (b) at the election (by written notice to the other parties hereto) of any party hereto if the Subscription Agreement is terminated or the closing of the transactions contemplated by the Subscription Agreement does not occur on or prior to March 31, 2013.  In the event that this Agreement is validly terminated in accordance with this Section 18, then each of the parties shall be relieved of their duties and obligations arising hereunder after the date of such termination and such termination shall be without liability to any party hereto, provided that no such termination will relieve any party from liability for any willful breach of this Agreement, and provided further that the provisions set forth in Sections 11 through 28 shall survive such termination.  Nothing in this Section 18 will relieve any party hereto of any liability for a breach of any of its covenants, agreements, representations or warranties contained in this Agreement prior to the date of termination, and the damages recoverable by the non-breaching party shall include all attorneys’ fees reasonably incurred by such party in connection with the transactions contemplated hereby.

19.Further Assurances.  At and from time to time prior to or after Closing, at the request of any party hereto to another party hereto, such other party shall execute and deliver such additional certificates, instruments and other documents and take such other actions as such party may reasonably request in order to carry out the purposes of this Agreement.

20.Governing Law.  This Agreement and all matters based upon or arising out of or related hereto (whether arising at law or in equity) shall be governed by the laws of Delaware, without regard to the conflicts of law principles thereof.

21.Submission to Jurisdiction; Service of Process.

(a)The parties hereby irrevocably submit to the exclusive jurisdiction of the Court of Chancery located in the State of Delaware (or, solely in the event that said Court of Chancery determines that it lacks subject matter jurisdiction or otherwise declines to exercise such jurisdiction, the exclusive jurisdiction of any federal or state court sitting in the State of Delaware) over all claims or causes of action (whether in contract or tort or otherwise) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution, performance, interpretation, construction, validity or enforcement of this Agreement (including, without limitation, any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) and each party hereby irrevocably agrees not to assert, any defense in

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any action for the interpretation or enforcement of this Agreement, that it is not subject thereto or that such action may not be brought or is not maintainable in such courts or that this Agreement may not be enforced in or by such courts or that their property is exempt or immune from execution, that the action is brought in an inconvenient forum, or that the venue of the action is improper.

(b)Each of the parties hereto hereby consents to process being served by any party to this Agreement on any other party to this agreement in any suit, action or proceeding by the delivery of a copy thereof to the address of such party listed in Section 14.

22.Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION CONTEMPLATED IN SECTION 21.  EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 22.

23.Survival.  The representations, warranties, covenants, and agreements contained in this Agreement shall survive the Closing.

24.Non-Recourse.  No past, present or future director, officer, employee, incorporator, member, partner, stockholder, affiliate, agent, attorney or representative of Seller, Purchaser, Coinvest, the Company, HM Capital Partners I LP or any of their respective affiliates, shall have any liability for any obligations or liabilities of Seller, Purchaser, Coinvest or the Company, respectively, under this Agreement or otherwise or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby.

25.Non-Reliance of Seller.  Seller acknowledges and agrees that it has consulted with its own advisors with respect to the transactions contemplated by this Agreement, and in entering into this Agreement, Seller has made its own determination, in consultation with its advisors, with respect to the fairness of the Purchase Price.  Seller further acknowledges and agrees that in deciding to enter into this Agreement, it has not relied on any statements made by Purchaser, Coinvest, the Company, HM Capital Partners I LP or any of their respective affiliates, agents or representatives, and instead Seller has completed its own investigation with respect to the transactions contemplated by this Agreement.

26.Acknowledgment.  Seller hereby acknowledges that certain individuals affiliated with HM Capital Partners I LP and Kainos Capital, LLC serve on the board of directors of UniTek Global Services, Inc., and therefore may be in possession of material non-public information not available to Seller.

27.Specific Performance.  The parties hereto agree that if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise

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breached or violated, irreparable damage would occur, no adequate remedy at law would exist and damages would be difficult to determine, and that the parties hereto shall be entitled to an injunction to prevent breaches or violations of the provisions of this Agreement and to specific performance of the terms hereof, in addition to any other remedy at law or in equity.  The parties hereto further agree not to assert that a remedy of specific performance is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy.  Each of the parties hereto hereby waives (a) any defenses in any action for specific performance, including the defense that a remedy at law would be adequate and (b) any requirement under any law to post a bond or other security as a prerequisite to obtaining equitable relief.

28.Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be considered an original, but all of which taken together shall constitute one and the same Agreement.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

BOURDIGNY INVESTMENTS S.A.
By:	/s/  Ian Buchanan
		Name:	Ian Buchanan
		Title:	Managing Director

[SIGNATURE PAGE TO EXCHANGE, REDEMPTION AND SALE AGREEMENT]

UNITEK INTERPOSED LP
	By:	HMK GP LP, its general partner
		By:	HMK GP LLC, its general partner

UNITEK SAV LP
	By:	HMK GP LP, its general partner
		By:	HMK GP LLC, its general partner

HM UNITEK COINVEST LP
	By:	Sector Performance LLC, its general partner
By:	/s/ David W. Knickel
		Name:	David W. Knickel
		Title:	Vice President, Chief Financial Officer and Secretary

[SIGNATURE PAGE TO EXCHANGE, REDEMPTION AND SALE AGREEMENT]

Exhibit A

WIRE TRANSFER INSTRUCTIONS

[INTENTIONALLY OMITTED]

[EXHIBIT A TO EXCHANGE, REDEMPTION AND SALE AGREEMENT]

Exhibit B

STOCK TRANSFER POWER

FOR VALUE RECEIVED, Bourdigny Investments S.A.  does hereby sell, assign and transfer unto UniTek Interposed LP, a Delaware limited partnership, 27,493 shares of common stock of UniTek Global Services, Inc., a Delaware corporation (the “Company”), represented by Certificate No. ______ attached hereto, and does hereby irrevocably constitute and appoint the Company as its attorney-in-fact to transfer such common stock on the books of the Company with full power of substitution in the premises.

Executed as of the _____ day of February, 2013.

BOURDIGNY INVESTMENTS S.A.
By:	/s/  Ian Buchanan
		Name:	Ian Buchanan
		Title:	Managing Director

[EXHIBIT B TO EXCHANGE, REDEMPTION AND SALE AGREEMENT]

EX-99.5

EXHIBIT 5

EXCHANGE, REDEMPTION AND SALE AGREEMENT

This Exchange, Redemption and Sale Agreement (this “Agreement”) is made as of February 13, 2013, by and among American Private Equity Partners II, L.P. (“Seller”), UniTek SAV LP (“Purchaser”), HM UniTek Coinvest LP (“Coinvest”) and UniTek Interposed LP (the “Company”).

W I T N E S S E T H :

WHEREAS, pursuant to that certain proposed Subscription Agreement by and among CPP Investment Board Private Holdings (2) Inc., (the “Subscriber”),  Advanced SAV LP, MSG SAV LP, Earthbound SAV LP and UniTek SAV LP (the “Subscription Agreement”) it is contemplated that the Subscriber will subscribe for limited partner interests in Purchaser, which will own limited partner interests in the Company;

WHEREAS, concurrently with the closing of the transactions contemplated by the Subscription Agreement, the Company will acquire certain interests in UniTek Global Services, Inc. (“UniTek”);

WHEREAS, Seller owns 11.9988% limited partner interests in Coinvest (all such limited partner interests in Coinvest owned by Seller, the “Coinvest Interests”);

WHEREAS, Coinvest owns certain shares of common stock of UniTek (all such shares of common stock of UniTek owned by Coinvest and attributable to Seller’s Coinvest Interests, the “UniTek Interests”), and rights under that certain Registration Rights Agreement, dated as of January 27, 2010, by and among UniTek (f/k/a Berliner Communications, Inc.) and Coinvest, among other stockholders (as amended, the “Registration Rights Agreement”);

WHEREAS, subject to the closing of the transactions contemplated by the Subscription Agreement, on the terms and subject to the conditions set forth herein, Coinvest desires to exchange the UniTek Interests for an allocable portion of the limited partner interests in the Company representing an indirect interest in UniTek that is equivalent to the direct interest in Coinvest that Seller currently owns (the “Exchange”) (such limited partner interests in the Company attributable to Seller, the “Company Interests”);

WHEREAS, subject to the closing of the transactions contemplated by the Subscription Agreement and immediately following the Exchange, on the terms and subject to the conditions set forth herein, Seller desires to transfer its Coinvest Interests to Coinvest in exchange for the Company Interests owned by Coinvest and attributable to Seller’s Coinvest Interests, and Coinvest desires to accept such transfer in full redemption of the Coinvest Interests (the “Redemption”); and

WHEREAS, subject to the closing of the transactions contemplated by the Subscription Agreement and immediately following the Redemption, on the terms and subject to the conditions set forth herein, Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, all of the Company Interests held by Seller for the aggregate cash purchase price of $122,718.00 less any costs and expenses allocable to Seller, not to exceed $2,500.00,

allocated to Seller by the Company, Coinvest and Purchaser (the “Purchase Price”).  Such costs and expenses, which shall include without limitation the costs and premiums associated with obtaining a representation and warranty insurance policy, shall be allocated among those parties selling interests directly or indirectly to each of Advanced SAV LP, MSG SAV LP, Earthbound SAV LP, and UniTek SAV LP based on the relative purchase price (before reduction for such costs and expenses) to be received by each such selling party as determined by Purchaser, Coinvest and the Company in their reasonable discretion.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:

1.The Coinvest Exchange.  By this instrument, at the Closing (as defined below), subject to the terms and conditions set forth herein, Coinvest shall automatically, without further action by Coinvest, contribute, assign and deliver to the Company, and the Company shall accept from Coinvest, the UniTek Interests and Coinvest’s rights under the Registration Rights Agreement attributable to Seller’s Coinvest Interests, and in exchange for the UniTek Interests and such rights, the Company shall issue to Coinvest the Company Interests attributable to Seller’s Coinvest Interests.

2.The Redemption.  By this instrument, immediately following the Exchange, subject to the terms and conditions set forth herein, without any further action by Coinvest or Seller, Seller shall transfer its Coinvest Interests to Coinvest, free and clear of all liens, encumbrances, claims or security interests, in exchange for the Company Interests attributable to Seller’s Coinvest Interests, and Coinvest shall redeem the Coinvest Interests from Seller for cancellation.

3.Purchase and Sale of the Company Interests.  By this instrument, immediately following the Redemption, subject to the terms and conditions set forth herein, without any further action by Seller, Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Company Interests for the Purchase Price.

4.Closing.

(a)The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place contemporaneously with the closing of the transactions contemplated by the Subscription Agreement at the offices of Weil, Gotshal & Manges LLP, 200 Crescent Court, Suite 300, Dallas, Texas 75201.

(b)At the Closing or promptly thereafter, but in no event more than one business day following the Closing, Purchaser shall deliver the Purchase Price to Seller by wire transfer of immediately available funds to the account designated by Seller on Exhibit A hereto.

(c)At the Closing or promptly thereafter, the Company shall take such actions as may be necessary to reflect in the register of the Company the transfer of the Company Interests contemplated hereby in Sections 1, 2 and 3.

(d)At the Closing or prior thereto, Coinvest shall deliver to the Company a stock transfer power evidencing the transfer of the UniTek Interests to the Company.

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5.Representations and Warranties of Seller.  Seller hereby represents and warrants to the Company, to Coinvest and to Purchaser as follows:

(a)Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.  This Agreement has been duly authorized, executed and delivered by or on behalf of Seller.  Assuming the due authorization, execution, delivery and performance of this Agreement by the other parties hereto, this Agreement is a legal, valid and binding agreement, enforceable against Seller in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(b)Seller is the record and beneficial owner of the Coinvest Interests and Seller has, or will have at the Closing in the case of the Company Interests, the power and authority to sell, transfer, assign and deliver such interests as provided in this Agreement.  Other than pursuant to that certain Agreement of Limited Partnership of the Company (as amended, the “Company LP Agreement”), or that certain Agreement of Limited Partnership of Coinvest (as amended, the “Coinvest LP Agreement”) (i) there is no subscription, option, warrant, call, right, agreement, or commitment relating to the sale, delivery, repurchase or transfer by Seller of the Coinvest Interests and Company Interests and (ii) upon transfer of Seller’s Coinvest Interests and Company Interests as contemplated herein, Purchaser will acquire good and indefeasible title to the Company Interests, free and clear of any and all mortgages, liens, pledges, security interests, charges, claims, restrictions or encumbrances of any nature whatsoever.

(c)The execution and delivery of this Agreement by Seller does not, and neither the performance by Seller of the obligations to be performed by it hereunder, nor the consummation of the transactions contemplated hereby, will (i) conflict with or result in any violation of the organizational documents of Seller, (ii)  conflict with, result in any violation of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of, or any obligation or loss of a benefit under, any material note, bond, mortgage, indenture, license, agreement or other document or obligation to which Seller is a party or by which its assets or properties are bound, (iii) violate any order, judgment, decree, writ or injunction (“Order”) of any Governmental Entity (as defined herein) applicable to Seller or (iv) violate any domestic or foreign law, statute, rule or regulation (“Law”) applicable to Seller.

(d)Except with respect to any required filings with the United States Securities and Exchange Commission (the “SEC”), no consent, approval, waiver, order or authorization of, or registration, declaration or filing with, or notice to, any federal, state or foreign court or governmental agency, authority or body or any instrumentality or political subdivision thereof (“Governmental Entity”) or other person, which has not already been obtained or made, is required to be obtained or made by Seller in connection with the execution and delivery of this Agreement by Seller, the performance by Seller of the obligations to be performed by it hereunder or the consummation of the transactions contemplated hereby.

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(e)There are no subscriptions, options, warrants, claims, calls, commitments, proxies or agreements outstanding for the purchase, voting or control of any of the Coinvest Interests or the Company Interests, other than pursuant to the Company LP Agreement and the Coinvest LP Agreement.

(f)No commission is payable to any person with respect to the Exchange, the Redemption or sale of the interests pursuant to this Agreement as a result of any action or agreement on the part of Seller.

(g)There are no legal proceedings pending or, to the knowledge of Seller, threatened against Seller which relate to, or affect, the transactions contemplated by this Agreement before any Governmental Entity.  Seller is not subject to any Order of any Governmental Entity with respect to, of affecting, the transactions contemplated by this Agreement.

(h)Seller does not own or have right to any other interest in Coinvest, the Company or UniTek other than the Coinvest Interests and the Company Interests.

6.Representations and Warranties of Coinvest.  Coinvest hereby represents and warrants to Seller as follows:

(a)Coinvest has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.  This Agreement has been duly authorized, executed and delivered by or on behalf of Coinvest.  Assuming the due authorization, execution, delivery and performance of this Agreement by the other parties hereto, this Agreement is a legal, valid and binding agreement, enforceable against Coinvest in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(b)Coinvest is the record and beneficial owner of the UniTek Interests and Coinvest has, or will have at the Closing in the case of the Company Interests, the power and authority to sell, transfer, assign and deliver the UniTek Interests and the Company Interests as provided in this Agreement.  Other than pursuant to the Company LP Agreement or the Coinvest LP Agreement, (i) there is no subscription, option, warrant, call, right, agreement, or commitment relating to the sale, delivery, repurchase or transfer by Coinvest of the UniTek Interests and the Company Interests and (ii) upon transfer of Coinvest’s UniTek Interests and Company Interests as contemplated herein, the Company will acquire good and indefeasible title to the UniTek Interests, and Seller will acquire good and indefeasible title to the Company Interests, in each case free and clear of any and all mortgages, liens, pledges, security interests, charges, claims, restrictions or encumbrances of any nature whatsoever.

(c)The execution and delivery of this Agreement by Coinvest does not, and neither the performance by Coinvest of the obligations to be performed by it hereunder, nor the consummation of the transactions contemplated hereby, will (i) conflict with or result in any violation of the organizational documents of Coinvest, (ii) conflict with, result in any violation of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to a

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right of termination, cancellation or acceleration of, or any obligation or loss of a benefit under, any material note, bond, mortgage, indenture, license, agreement or other document or obligation to which Coinvest is a party or by which its assets or properties are bound, (iii) violate any Order of any Governmental Entity applicable to Coinvest or (iv) violate any Law applicable to Coinvest.

(d)Except with respect to any required filings with the SEC, no consent, approval, waiver, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or other person, which has not already been obtained or made, is required to be obtained or made by Coinvest in connection with the execution and delivery of this Agreement by Coinvest, the performance by Coinvest of the obligations to be performed by it hereunder or the consummation of the transactions contemplated hereby.

(e)There are no subscriptions, options, warrants, claims, calls, commitments, proxies or agreements outstanding for the purchase, voting or control of any of the UniTek Interests or Company Interests, other than pursuant to the Company LP Agreement and the Coinvest LP Agreement.

7.Representations and Warranties of the Company.  The Company hereby represents and warrants to Seller as follows:

(a)The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by or on behalf of the Company.  Assuming the due authorization, execution, delivery and performance of this Agreement by the other parties hereto, this Agreement is a legal, valid and binding agreement, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of a specific performance, injunctive relief, or other equitable remedies.

(b)The execution and delivery of this Agreement by the Company does not, and neither the performance by the Company of the obligations to be performed by it hereunder, nor the consummation of the transactions contemplated hereby, will (i) conflict with or result in any violation of the organizational documents of the Company, (ii) conflict with, result in any violation of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of, or any obligation or loss of a benefit under, any material note, bond, mortgage, indenture, license, agreement or other document or obligation to which the Company is a party or by which its assets or properties are bound, (iii) violate any Order of any Governmental Entity applicable to the Company or (iv) violate any Law applicable to the Company.

(c)Except with respect to any required filings with the SEC, no consent, approval, waiver, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Agency or other person, which has not already been obtained or made, is required to be obtained or made by the Company in connection with the execution and delivery of this

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Agreement by the Company, the performance by the Company of the obligations to be performed by it hereunder or the consummation of the transactions contemplated hereby.

(d)For the sake of clarity, Seller will not incur any liability as a result of its interim holding of the Company Interests.

8.Representations and Warranties of Purchaser.  Purchaser hereby represents and warrants to Seller as follows:

(a)Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by or on behalf of Purchaser.  Assuming the due authorization, execution, delivery and performance of this Agreement by the other parties hereto, this Agreement is a legal, valid and binding agreement, enforceable against Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of a specific performance, injunctive relief, or other equitable remedies.

(b)The execution and delivery of this Agreement by Purchaser does not, and neither the performance by Purchaser of the obligations to be performed by it hereunder, nor the consummation of the transactions contemplated hereby, will (i) conflict with or result in any violation of the organizational documents of Purchaser, (ii) conflict with, result in any violation of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of, or any obligation or loss of a benefit under, any material note, bond, mortgage, indenture, license, agreement or other document or obligation to which Purchaser is a party or by which its assets or properties are bound, (iii) violate any Order of any Governmental Entity applicable to Purchaser or (iv) violate any Law applicable to Purchaser.

(c)Except with respect to any required filings with the SEC, no consent, approval, waiver, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Agency or other person, which has not already been obtained or made, is required to be obtained or made by Purchaser in connection with the execution and delivery of this Agreement by Purchaser, the performance by Purchaser of the obligations to be performed by it hereunder or the consummation of the transactions contemplated hereby.

9.Conditions to Closing.

(a)The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):

(i)the representations and warranties of the Company, Coinvest and Purchaser set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and

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warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);

(ii)the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and

(iii)there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement.

(b)The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):

(i)the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);

(ii)Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing;

(iii)there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and

(iv)the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

10.Confidentiality.  From the date hereof and continuing after the Closing, Seller shall not and shall cause its directors, officers, employees and affiliates not to, directly or indirectly, disclose, reveal, divulge or communicate to any person other than authorized officers, directors and employees of the Company, Coinvest or Purchaser or use or otherwise exploit for their own benefit or for the benefit of anyone other than the Company, Coinvest, Purchaser or UniTek, any Confidential Information (as defined below).  Seller shall not have any obligation to keep confidential (or cause their officers, directors or affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by applicable Law; provided, however, that in the event disclosure is required by applicable Law, Seller shall, to the extent reasonably possible, provide the Company, Coinvest and Purchaser with prompt notice of such requirement prior to making any disclosure so that the Company, Coinvest and/or Purchaser may seek an appropriate protective order.  For purposes of this Section 10, “Confidential Information” means any information with respect to the Company,

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Coinvest, Purchaser, UniTek or any of their affiliates, including methods of operation, customer lists, products, prices, fees, costs, technology, inventions, trade secrets, know-how, software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters.  “Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that (a) is generally available to the public on the date of this Agreement or (b) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder.

11.Publicity.

(a)None of Seller, on the one hand, or the Company, Coinvest or Purchaser, on the other hand, shall issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of the other party or parties, as applicable, which approval will not be unreasonably withheld or delayed, unless, in the sole judgment of such party or parties disclosure is otherwise required by applicable law, rule or regulation, provided that, (i) to the extent required by applicable law, rule or regulation, the party intending to make such release shall use its commercially reasonable efforts consistent with such applicable law, rule or regulation to consult with the other parties with respect to the timing and content thereof and (ii) this provision does not limit in any way Purchaser’s ability to issue any press release or public announcement concerning the transaction permitted under the Subscription Agreement.

(b)Seller, the Company, Coinvest and Purchaser agree that the terms of this Agreement shall not be disclosed or otherwise made available to the public and that copies of this Agreement shall not be publicly filed or otherwise made available to the public, except where such disclosure, availability or filing is required by applicable law, rule or regulation and only to the extent required by such law, rule or regulation.

12.Expenses.  Except as otherwise provided in this Agreement, each party hereto shall bear its own expenses incurred in connection with the negotiation and execution of this Agreement and each other agreement, document and instrument contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby.

13.Notices.  All notices and other communications hereunder shall be in writing and shall be deemed given upon the earlier of delivery thereof if by hand or upon receipt if sent by mail (registered or certified mail, postage prepaid, return receipt requested) or on the second day (not including a Saturday, Sunday or other day on which banking institutions in the City of New York, New York shall be permitted or required by law or executive order to be closed) after deposit if sent by a recognized overnight delivery service or upon transmission if sent by telecopy or facsimile transmission (with request of assurance of receipt in a manner customary for communication of such type) as follows:

If to Seller, to the address listed on the Seller’s signature page below.

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If to the Company, Coinvest or Purchaser to:

c/o HMK GP LP

200 Crescent Court, Suite 1600

Dallas, Texas  75201

Attn:  Andrew S. Rosen

Facsimile: (214) 740-7346

With a copy of all notices or other communications to the Company, Coinvest or Purchaser to:

Weil, Gotshal & Manges LLP

200 Crescent Court, Suite 300

Dallas, Texas  75201

Attn:  Glenn D. West

Facsimile:  (214) 746-7777

14.No Waiver; Modifications in Writing.  This Agreement sets forth the entire understanding of the parties, and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the specific subject matter hereof.  No waiver of or consent to any departure from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, provided that notice of any such waiver shall be given to each party hereto as set forth above.  Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of Seller, the Company, Coinvest and Purchaser.  Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given.

15.Binding Effect; Assignment.  The rights and obligations of each party under this Agreement may not be assigned to any other person without the prior written consent of the other parties hereto, and this Agreement shall not be construed so as to confer any right or benefit upon any person other than the parties to this Agreement and their respective successors and permitted assigns.  This Agreement shall be binding upon Seller, the Company, Coinvest and Purchaser and their respective successors and permitted assigns.  For greater clarity, the Subscriber has no liability to any party under this Agreement.

16.Severability of Provisions.  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

17.Termination.  This Agreement may be terminated (a) by the mutual written consent of the parties hereto or (b) at the election (by written notice to the other parties hereto) of any party hereto if the Subscription Agreement is terminated or the closing of the transactions contemplated by the Subscription Agreement does not occur on or prior to March 31, 2013.  In

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the event that this Agreement is validly terminated in accordance with this Section 17, then each of the parties shall be relieved of their duties and obligations arising hereunder after the date of such termination and such termination shall be without liability to any party hereto, provided that no such termination will relieve any party from liability for any willful breach of this Agreement, and provided further that the provisions set forth in Sections 10 through 27 shall survive such termination.  Nothing in this Section 17 will relieve any party hereto of any liability for a breach of any of its covenants, agreements, representations or warranties contained in this Agreement prior to the date of termination, and the damages recoverable by the non-breaching party shall include all attorneys’ fees reasonably incurred by such party in connection with the transactions contemplated hereby.

18.Further Assurances.  At and from time to time prior to or after Closing, at the request of any party hereto to another party hereto, such other party shall execute and deliver such additional certificates, instruments and other documents and take such other actions as such party may reasonably request in order to carry out the purposes of this Agreement.

19.Governing Law.  This Agreement and all matters based upon or arising out of or related hereto (whether arising at law or in equity) shall be governed by the laws of Delaware, without regard to the conflicts of law principles thereof.

20.Submission to Jurisdiction; Service of Process.

(a)The parties hereby irrevocably submit to the exclusive jurisdiction of the Court of Chancery located in the State of Delaware (or, solely in the event that said Court of Chancery determines that it lacks subject matter jurisdiction or otherwise declines to exercise such jurisdiction, the exclusive jurisdiction of any federal or state court sitting in the State of Delaware) over all claims or causes of action (whether in contract or tort or otherwise) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution, performance, interpretation, construction, validity or enforcement of this Agreement (including, without limitation, any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) and each party hereby irrevocably agrees not to assert, any defense in any action for the interpretation or enforcement of this Agreement, that it is not subject thereto or that such action may not be brought or is not maintainable in such courts or that this Agreement may not be enforced in or by such courts or that their property is exempt or immune from execution, that the action is brought in an inconvenient forum, or that the venue of the action is improper.

(b)Each of the parties hereto hereby consents to process being served by any party to this Agreement on any other party to this agreement in any suit, action or proceeding by the delivery of a copy thereof to the address of such party listed in Section 13.

21.Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION CONTEMPLATED IN SECTION 20.  EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR

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OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 21.

22.Survival.  The representations, warranties, covenants, and agreements contained in this Agreement shall survive the Closing.

23.Non-Recourse.  No past, present or future director, officer, employee, incorporator, member, partner, stockholder, affiliate, agent, attorney or representative of Seller, Purchaser, Coinvest, the Company, HM Capital Partners I LP or any of their respective affiliates, shall have any liability for any obligations or liabilities of Seller, Purchaser, Coinvest or the Company, respectively, under this Agreement or otherwise or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby.

24.Non-Reliance of Seller.  Seller acknowledges and agrees that it has consulted with its own advisors with respect to the transactions contemplated by this Agreement, and in entering into this Agreement, Seller has made its own determination, in consultation with its advisors, with respect to the fairness of the Purchase Price.  Seller further acknowledges and agrees that in deciding to enter into this Agreement, it has not relied on any statements made by Purchaser, Coinvest, the Company, HM Capital Partners I LP or any of their respective affiliates, agents or representatives, and instead Seller has completed its own investigation with respect to the transactions contemplated by this Agreement.

25.Acknowledgment.  Seller hereby acknowledges that certain individuals affiliated with HM Capital Partners I LP and Kainos Capital, LLC serve on the board of directors of UniTek Global Services, Inc., and therefore may be in possession of material non-public information not available to Seller.

26.Specific Performance.  The parties hereto agree that if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached or violated, irreparable damage would occur, no adequate remedy at law would exist and damages would be difficult to determine, and that the parties hereto shall be entitled to an injunction to prevent breaches or violations of the provisions of this Agreement and to specific performance of the terms hereof, in addition to any other remedy at law or in equity.  The parties hereto further agree not to assert that a remedy of specific performance is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy.  Each of the parties hereto hereby waives (a) any defenses in any action for specific performance, including the defense that a remedy at law would be adequate and (b) any requirement under any law to post a bond or other security as a prerequisite to obtaining equitable relief.

27.Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be considered an original, but all of which taken together shall constitute one and the same Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

AMERICAN PRIVATE EQUITY PARTNERS II, L.P.
By:	/s/  Wyatt Crumpler
		Name:	Wyatt Crumpler
		Title:	Vice President

[SIGNATURE PAGE TO EXCHANGE, REDEMPTION AND SALE AGREEMENT]

UNITEK INTERPOSED LP
	By:	HMK GP LP, its general partner
		By:	HMK GP LLC, its general partner

UNITEK SAV LP
	By:	HMK GP LP, its general partner
		By:	HMK GP LLC, its general partner

HM UNITEK COINVEST LP
	By:	Sector Performance LLC, its general partner
By:	/s/ David W. Knickel
		Name:	David W. Knickel
		Title:	Vice President, Chief Financial Officer and Secretary

[SIGNATURE PAGE TO EXCHANGE, REDEMPTION AND SALE AGREEMENT]

Exhibit A

WIRE TRANSFER INSTRUCTIONS

[INTENTIONALLY OMITTED]

[EXHIBIT A TO EXCHANGE, REDEMPTION AND SALE AGREEMENT]

EX-99.6

EXHIBIT 6

EXCHANGE, REDEMPTION AND SALE AGREEMENT

This Exchange, Redemption and Sale Agreement (this “Agreement”) is made as of February 14, 2013, by and among American Airlines Master Fixed Benefit Pension Plan Trust (“Seller”), UniTek SAV LP (“Purchaser”), HM UniTek Coinvest LP (“Coinvest”) and UniTek Interposed LP (the “Company”).

W I T N E S S E T H :

WHEREAS, pursuant to that certain proposed Subscription Agreement by and among CPP Investment Board Private Holdings (2) Inc., (the “Subscriber”),  Advanced SAV LP, MSG SAV LP, Earthbound SAV LP and UniTek SAV LP (the “Subscription Agreement”) it is contemplated that the Subscriber will subscribe for limited partner interests in Purchaser, which will own limited partner interests in the Company;

WHEREAS, concurrently with the closing of the transactions contemplated by the Subscription Agreement, the Company will acquire certain interests in UniTek Global Services, Inc. (“UniTek”);

WHEREAS, Seller owns 39.996% limited partner interests in Coinvest (all such limited partner interests in Coinvest owned by Seller, the “Coinvest Interests”);

WHEREAS, Coinvest owns certain shares of common stock of UniTek (all such shares of common stock of UniTek owned by Coinvest and attributable to Seller’s Coinvest Interests, the “UniTek Interests”), and rights under that certain Registration Rights Agreement, dated as of January 27, 2010, by and among UniTek (f/k/a Berliner Communications, Inc.) and Coinvest, among other stockholders (as amended, the “Registration Rights Agreement”);

WHEREAS, subject to the closing of the transactions contemplated by the Subscription Agreement, on the terms and subject to the conditions set forth herein, Coinvest desires to exchange the UniTek Interests for an allocable portion of the limited partner interests in the Company representing an indirect interest in UniTek that is equivalent to the direct interest in Coinvest that Seller currently owns  (the “Exchange”) (such limited partner interests in the Company attributable to Seller, the “Company Interests”);

WHEREAS, subject to the closing of the transactions contemplated by the Subscription Agreement and immediately following the Exchange, on the terms and subject to the conditions set forth herein, Seller desires to transfer its Coinvest Interests to Coinvest in exchange for the Company Interests owned by Coinvest and attributable to Seller’s Coinvest Interests, and Coinvest desires to accept such transfer in full redemption of the Coinvest Interests (the “Redemption”); and

WHEREAS, subject to the closing of the transactions contemplated by the Subscription Agreement and immediately following the Redemption, on the terms and subject to the conditions set forth herein, Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, all of the Company Interests held by Seller for the aggregate cash purchase price of $409,063.00 less any costs and expenses allocable to Seller, not to exceed $2,500.00,

allocated to Seller by the Company, Coinvest and Purchaser (the “Purchase Price”).  Such costs and expenses, which shall include without limitation the costs and premiums associated with obtaining a representation and warranty insurance policy, shall be allocated among those parties selling interests directly or indirectly to each of Advanced SAV LP, MSG SAV LP, Earthbound SAV LP, and UniTek SAV LP based on the relative purchase price (before reduction for such costs and expenses) to be received by each such selling party as determined by Purchaser, Coinvest and the Company in their reasonable discretion.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:

1.The Coinvest Exchange.  By this instrument, at the Closing (as defined below), subject to the terms and conditions set forth herein, Coinvest shall automatically, without further action by Coinvest, contribute, assign and deliver to the Company, and the Company shall accept from Coinvest, the UniTek Interests and Coinvest’s rights under the Registration Rights Agreement attributable to Seller’s Coinvest Interests, and in exchange for the UniTek Interests and such rights, the Company shall issue to Coinvest the Company Interests attributable to Seller’s Coinvest Interests.

2.The Redemption.  By this instrument, immediately following the Exchange, subject to the terms and conditions set forth herein, without any further action by Coinvest or Seller, Seller shall transfer its Coinvest Interests to Coinvest, free and clear of all liens, encumbrances, claims or security interests, in exchange for the Company Interests attributable to Seller’s Coinvest Interests, and Coinvest shall redeem the Coinvest Interests from Seller for cancellation.

3.Purchase and Sale of the Company Interests.  By this instrument, immediately following the Redemption, subject to the terms and conditions set forth herein, without any further action by Seller, Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Company Interests for the Purchase Price.

4.Closing.

(a)The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place contemporaneously with the closing of the transactions contemplated by the Subscription Agreement at the offices of Weil, Gotshal & Manges LLP, 200 Crescent Court, Suite 300, Dallas, Texas 75201.

(b)At the Closing or promptly thereafter, but in no event more than one business day following the Closing, Purchaser shall deliver the Purchase Price to Seller by wire transfer of immediately available funds to the account designated by Seller on Exhibit A hereto.

(c)At the Closing or promptly thereafter, the Company shall take such actions as may be necessary to reflect in the register of the Company the transfer of the Company Interests contemplated hereby in Sections 1, 2 and 3.

(d)At the Closing or prior thereto, Coinvest shall deliver to the Company a stock transfer power evidencing the transfer of the UniTek Interests to the Company.

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5.Representations and Warranties of Seller.  Seller hereby represents and warrants to the Company, to Coinvest and to Purchaser as follows:

(a)Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.  This Agreement has been duly authorized, executed and delivered by or on behalf of Seller.  Assuming the due authorization, execution, delivery and performance of this Agreement by the other parties hereto, this Agreement is a legal, valid and binding agreement, enforceable against Seller in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(b)Seller is the record and beneficial owner of the Coinvest Interests and Seller has, or will have at the Closing in the case of the Company Interests, the power and authority to sell, transfer, assign and deliver such interests as provided in this Agreement.  Other than pursuant to that certain Agreement of Limited Partnership of the Company (as amended, the “Company LP Agreement”), or that certain Agreement of Limited Partnership of Coinvest (as amended, the “Coinvest LP Agreement”) (i) there is no subscription, option, warrant, call, right, agreement, or commitment relating to the sale, delivery, repurchase or transfer by Seller of the Coinvest Interests and Company Interests and (ii) upon transfer of Seller’s Coinvest Interests and Company Interests as contemplated herein, Purchaser will acquire good and indefeasible title to the Company Interests, free and clear of any and all mortgages, liens, pledges, security interests, charges, claims, restrictions or encumbrances of any nature whatsoever.

(c)The execution and delivery of this Agreement by Seller does not, and neither the performance by Seller of the obligations to be performed by it hereunder, nor the consummation of the transactions contemplated hereby, will (i) conflict with or result in any violation of the organizational documents of Seller, (ii)  conflict with, result in any violation of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of, or any obligation or loss of a benefit under, any material note, bond, mortgage, indenture, license, agreement or other document or obligation to which Seller is a party or by which its assets or properties are bound, (iii) violate any order, judgment, decree, writ or injunction (“Order”) of any Governmental Entity (as defined herein) applicable to Seller or (iv) violate any domestic or foreign law, statute, rule or regulation (“Law”) applicable to Seller.

(d)Except with respect to any required filings with the United States Securities and Exchange Commission (the “SEC”), no consent, approval, waiver, order or authorization of, or registration, declaration or filing with, or notice to, any federal, state or foreign court or governmental agency, authority or body or any instrumentality or political subdivision thereof (“Governmental Entity”) or other person, which has not already been obtained or made, is required to be obtained or made by Seller in connection with the execution and delivery of this Agreement by Seller, the performance by Seller of the obligations to be performed by it hereunder or the consummation of the transactions contemplated hereby.

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(e)There are no subscriptions, options, warrants, claims, calls, commitments, proxies or agreements outstanding for the purchase, voting or control of any of the Coinvest Interests or the Company Interests, other than pursuant to the Company LP Agreement and the Coinvest LP Agreement.

(f)No commission is payable to any person with respect to the Exchange, the Redemption or sale of the interests pursuant to this Agreement as a result of any action or agreement on the part of Seller.

(g)There are no legal proceedings pending or, to the knowledge of Seller, threatened against Seller which relate to, or affect, the transactions contemplated by this Agreement before any Governmental Entity.  Seller is not subject to any Order of any Governmental Entity with respect to, of affecting, the transactions contemplated by this Agreement.

(h)Seller does not own or have right to any other interest in Coinvest, the Company or UniTek other than the Coinvest Interests and the Company Interests.

6.Representations and Warranties of Coinvest.  Coinvest hereby represents and warrants to Seller as follows:

(a)Coinvest has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.  This Agreement has been duly authorized, executed and delivered by or on behalf of Coinvest.  Assuming the due authorization, execution, delivery and performance of this Agreement by the other parties hereto, this Agreement is a legal, valid and binding agreement, enforceable against Coinvest in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(b)Coinvest is the record and beneficial owner of the UniTek Interests and Coinvest has, or will have at the Closing in the case of the Company Interests, the power and authority to sell, transfer, assign and deliver the UniTek Interests and the Company Interests as provided in this Agreement.  Other than pursuant to the Company LP Agreement or the Coinvest LP Agreement, (i) there is no subscription, option, warrant, call, right, agreement, or commitment relating to the sale, delivery, repurchase or transfer by Coinvest of the UniTek Interests and the Company Interests and (ii) upon transfer of Coinvest’s UniTek Interests and Company Interests as contemplated herein, the Company will acquire good and indefeasible title to the UniTek Interests, and Seller will acquire good and indefeasible title to the Company Interests, in each case free and clear of any and all mortgages, liens, pledges, security interests, charges, claims, restrictions or encumbrances of any nature whatsoever.

(c)The execution and delivery of this Agreement by Coinvest does not, and neither the performance by Coinvest of the obligations to be performed by it hereunder, nor the consummation of the transactions contemplated hereby, will (i) conflict with or result in any violation of the organizational documents of Coinvest, (ii) conflict with, result in any violation of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to a

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right of termination, cancellation or acceleration of, or any obligation or loss of a benefit under, any material note, bond, mortgage, indenture, license, agreement or other document or obligation to which Coinvest is a party or by which its assets or properties are bound, (iii) violate any Order of any Governmental Entity applicable to Coinvest or (iv) violate any Law applicable to Coinvest.

(d)Except with respect to any required filings with the SEC, no consent, approval, waiver, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or other person, which has not already been obtained or made, is required to be obtained or made by Coinvest in connection with the execution and delivery of this Agreement by Coinvest, the performance by Coinvest of the obligations to be performed by it hereunder or the consummation of the transactions contemplated hereby.

(e)There are no subscriptions, options, warrants, claims, calls, commitments, proxies or agreements outstanding for the purchase, voting or control of any of the UniTek Interests or Company Interests, other than pursuant to the Company LP Agreement and the Coinvest LP Agreement.

7.Representations and Warranties of the Company.  The Company hereby represents and warrants to Seller as follows:

(a)The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by or on behalf of the Company.  Assuming the due authorization, execution, delivery and performance of this Agreement by the other parties hereto, this Agreement is a legal, valid and binding agreement, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of a specific performance, injunctive relief, or other equitable remedies.

(b)The execution and delivery of this Agreement by the Company does not, and neither the performance by the Company of the obligations to be performed by it hereunder, nor the consummation of the transactions contemplated hereby, will (i) conflict with or result in any violation of the organizational documents of the Company, (ii) conflict with, result in any violation of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of, or any obligation or loss of a benefit under, any material note, bond, mortgage, indenture, license, agreement or other document or obligation to which the Company is a party or by which its assets or properties are bound, (iii) violate any Order of any Governmental Entity applicable to the Company or (iv) violate any Law applicable to the Company.

(c)Except with respect to any required filings with the SEC, no consent, approval, waiver, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Agency or other person, which has not already been obtained or made, is required to be obtained or made by the Company in connection with the execution and delivery of this

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Agreement by the Company, the performance by the Company of the obligations to be performed by it hereunder or the consummation of the transactions contemplated hereby.

(d)For the sake of clarity, Seller will not incur any liability as a result of its interim holding of the Company Interests.

8.Representations and Warranties of Purchaser.  Purchaser hereby represents and warrants to Seller as follows:

(a)Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by or on behalf of Purchaser.  Assuming the due authorization, execution, delivery and performance of this Agreement by the other parties hereto, this Agreement is a legal, valid and binding agreement, enforceable against Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of a specific performance, injunctive relief, or other equitable remedies.

(b)The execution and delivery of this Agreement by Purchaser does not, and neither the performance by Purchaser of the obligations to be performed by it hereunder, nor the consummation of the transactions contemplated hereby, will (i) conflict with or result in any violation of the organizational documents of Purchaser, (ii) conflict with, result in any violation of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of, or any obligation or loss of a benefit under, any material note, bond, mortgage, indenture, license, agreement or other document or obligation to which Purchaser is a party or by which its assets or properties are bound, (iii) violate any Order of any Governmental Entity applicable to Purchaser or (iv) violate any Law applicable to Purchaser.

(c)Except with respect to any required filings with the SEC, no consent, approval, waiver, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Agency or other person, which has not already been obtained or made, is required to be obtained or made by Purchaser in connection with the execution and delivery of this Agreement by Purchaser, the performance by Purchaser of the obligations to be performed by it hereunder or the consummation of the transactions contemplated hereby.

9.Conditions to Closing.

(a)The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable law):

(i)the representations and warranties of the Company, Coinvest and Purchaser set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and

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warranties shall be true and correct in all material respects on and as of such earlier date);

(ii)the Company, Coinvest and Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and

(iii)there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement.

(b)The obligation of each of the Company, Coinvest and Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing, of each of the following conditions (any or all of which may be waived, as to each of the Company, Coinvest and Purchaser, by the Purchaser, in whole or in part, to the extent permitted by applicable law):

(i)the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at and as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);

(ii)Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing;

(iii)there shall not be in effect any Order by a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; and

(iv)the closing of the transactions contemplated by the Subscription Agreement shall have occurred or shall occur concurrently with the Closing.

10.Confidentiality.  From the date hereof and continuing after the Closing, Seller shall not and shall cause its directors, officers, employees and affiliates not to, directly or indirectly, disclose, reveal, divulge or communicate to any person other than authorized officers, directors and employees of the Company, Coinvest or Purchaser or use or otherwise exploit for their own benefit or for the benefit of anyone other than the Company, Coinvest, Purchaser or UniTek, any Confidential Information (as defined below).  Seller shall not have any obligation to keep confidential (or cause their officers, directors or affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by applicable Law; provided, however, that in the event disclosure is required by applicable Law, Seller shall, to the extent reasonably possible, provide the Company, Coinvest and Purchaser with prompt notice of such requirement prior to making any disclosure so that the Company, Coinvest and/or Purchaser may seek an appropriate protective order.  For purposes of this Section 10, “Confidential Information” means any information with respect to the Company,

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Coinvest, Purchaser, UniTek or any of their affiliates, including methods of operation, customer lists, products, prices, fees, costs, technology, inventions, trade secrets, know-how, software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters.  “Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that (a) is generally available to the public on the date of this Agreement or (b) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder.

11.Publicity.

(a)None of Seller, on the one hand, or the Company, Coinvest or Purchaser, on the other hand, shall issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of the other party or parties, as applicable, which approval will not be unreasonably withheld or delayed, unless, in the sole judgment of such party or parties disclosure is otherwise required by applicable law, rule or regulation, provided that, (i) to the extent required by applicable law, rule or regulation, the party intending to make such release shall use its commercially reasonable efforts consistent with such applicable law, rule or regulation to consult with the other parties with respect to the timing and content thereof and (ii) this provision does not limit in any way Purchaser’s ability to issue any press release or public announcement concerning the transaction permitted under the Subscription Agreement.

(b)Seller, the Company, Coinvest and Purchaser agree that the terms of this Agreement shall not be disclosed or otherwise made available to the public and that copies of this Agreement shall not be publicly filed or otherwise made available to the public, except where such disclosure, availability or filing is required by applicable law, rule or regulation and only to the extent required by such law, rule or regulation.

12.Expenses.  Except as otherwise provided in this Agreement, each party hereto shall bear its own expenses incurred in connection with the negotiation and execution of this Agreement and each other agreement, document and instrument contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby.

13.Notices.  All notices and other communications hereunder shall be in writing and shall be deemed given upon the earlier of delivery thereof if by hand or upon receipt if sent by mail (registered or certified mail, postage prepaid, return receipt requested) or on the second day (not including a Saturday, Sunday or other day on which banking institutions in the City of New York, New York shall be permitted or required by law or executive order to be closed) after deposit if sent by a recognized overnight delivery service or upon transmission if sent by telecopy or facsimile transmission (with request of assurance of receipt in a manner customary for communication of such type) as follows:

If to Seller, to the address listed on the Seller’s signature page below.

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If to the Company, Coinvest or Purchaser to:

c/o HMK GP LP

200 Crescent Court, Suite 1600

Dallas, Texas  75201

Attn:  Andrew S. Rosen

Facsimile: (214) 740-7346

With a copy of all notices or other communications to the Company, Coinvest or Purchaser to:

Weil, Gotshal & Manges LLP

200 Crescent Court, Suite 300

Dallas, Texas  75201

Attn:  Glenn D. West

Facsimile:  (214) 746-7777

14.No Waiver; Modifications in Writing.  This Agreement sets forth the entire understanding of the parties, and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the specific subject matter hereof.  No waiver of or consent to any departure from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, provided that notice of any such waiver shall be given to each party hereto as set forth above.  Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of Seller, the Company, Coinvest and Purchaser.  Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given.

15.Binding Effect; Assignment.  The rights and obligations of each party under this Agreement may not be assigned to any other person without the prior written consent of the other parties hereto, and this Agreement shall not be construed so as to confer any right or benefit upon any person other than the parties to this Agreement and their respective successors and permitted assigns.  This Agreement shall be binding upon Seller, the Company, Coinvest and Purchaser and their respective successors and permitted assigns.  For greater clarity, the Subscriber has no liability to any party under this Agreement.

16.Severability of Provisions.  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

17.Termination.                      This Agreement may be terminated (a) by the mutual written consent of the parties hereto or (b) at the election (by written notice to the other parties hereto) of any party hereto if the Subscription Agreement is terminated or the closing of the transactions contemplated by the Subscription Agreement does not occur on or prior to March 31, 2013.  In

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the event that this Agreement is validly terminated in accordance with this Section 17, then each of the parties shall be relieved of their duties and obligations arising hereunder after the date of such termination and such termination shall be without liability to any party hereto, provided that no such termination will relieve any party from liability for any willful breach of this Agreement, and provided further that the provisions set forth in Sections 10 through 27 shall survive such termination.  Nothing in this Section 17 will relieve any party hereto of any liability for a breach of any of its covenants, agreements, representations or warranties contained in this Agreement prior to the date of termination, and the damages recoverable by the non-breaching party shall include all attorneys’ fees reasonably incurred by such party in connection with the transactions contemplated hereby.

18.Further Assurances.  At and from time to time prior to or after Closing, at the request of any party hereto to another party hereto, such other party shall execute and deliver such additional certificates, instruments and other documents and take such other actions as such party may reasonably request in order to carry out the purposes of this Agreement.

19.Governing Law.  This Agreement and all matters based upon or arising out of or related hereto (whether arising at law or in equity) shall be governed by the laws of Delaware, without regard to the conflicts of law principles thereof.

20.Submission to Jurisdiction; Service of Process.

(a)The parties hereby irrevocably submit to the exclusive jurisdiction of the Court of Chancery located in the State of Delaware (or, solely in the event that said Court of Chancery determines that it lacks subject matter jurisdiction or otherwise declines to exercise such jurisdiction, the exclusive jurisdiction of any federal or state court sitting in the State of Delaware) over all claims or causes of action (whether in contract or tort or otherwise) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution, performance, interpretation, construction, validity or enforcement of this Agreement (including, without limitation, any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) and each party hereby irrevocably agrees not to assert, any defense in any action for the interpretation or enforcement of this Agreement, that it is not subject thereto or that such action may not be brought or is not maintainable in such courts or that this Agreement may not be enforced in or by such courts or that their property is exempt or immune from execution, that the action is brought in an inconvenient forum, or that the venue of the action is improper.

(b)Each of the parties hereto hereby consents to process being served by any party to this Agreement on any other party to this agreement in any suit, action or proceeding by the delivery of a copy thereof to the address of such party listed in Section 13.

21.Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION CONTEMPLATED IN SECTION 20.  EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR

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OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 21.

22.Survival.  The representations, warranties, covenants, and agreements contained in this Agreement shall survive the Closing.

23.Non-Recourse.  No past, present or future director, officer, employee, incorporator, member, partner, stockholder, affiliate, agent, attorney or representative of Seller, Purchaser, Coinvest, the Company, HM Capital Partners I LP or any of their respective affiliates, shall have any liability for any obligations or liabilities of Seller, Purchaser, Coinvest or the Company, respectively, under this Agreement or otherwise or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby.

24.Non-Reliance of Seller.  Seller acknowledges and agrees that it has consulted with its own advisors with respect to the transactions contemplated by this Agreement, and in entering into this Agreement, Seller has made its own determination, in consultation with its advisors, with respect to the fairness of the Purchase Price.  Seller further acknowledges and agrees that in deciding to enter into this Agreement, it has not relied on any statements made by Purchaser, Coinvest, the Company, HM Capital Partners I LP or any of their respective affiliates, agents or representatives, and instead Seller has completed its own investigation with respect to the transactions contemplated by this Agreement.

25.Acknowledgment.  Seller hereby acknowledges that certain individuals affiliated with HM Capital Partners I LP and Kainos Capital, LLC serve on the board of directors of UniTek Global Services, Inc., and therefore may be in possession of material non-public information not available to Seller.

26.Specific Performance.  The parties hereto agree that if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached or violated, irreparable damage would occur, no adequate remedy at law would exist and damages would be difficult to determine, and that the parties hereto shall be entitled to an injunction to prevent breaches or violations of the provisions of this Agreement and to specific performance of the terms hereof, in addition to any other remedy at law or in equity.  The parties hereto further agree not to assert that a remedy of specific performance is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy.  Each of the parties hereto hereby waives (a) any defenses in any action for specific performance, including the defense that a remedy at law would be adequate and (b) any requirement under any law to post a bond or other security as a prerequisite to obtaining equitable relief.

27.Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be considered an original, but all of which taken together shall constitute one and the same Agreement.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

State Street Bank & Trust Co., as trustee for
AMERICAN AIRLINES MASTER FIXED BENEFIT PENSION PLAN TRUST
By:	/s/  Wyatt Crumpler
		Name:	Wyatt Crumpler
		Title:	Vice President

[SIGNATURE PAGE TO EXCHANGE, REDEMPTION AND SALE AGREEMENT]

UNITEK INTERPOSED LP
	By:	HMK GP LP, its general partner
		By:	HMK GP LLC, its general partner

UNITEK SAV LP
	By:	HMK GP LP, its general partner
		By:	HMK GP LLC, its general partner

HM UNITEK COINVEST LP
	By:	Sector Performance LLC, its general partner
By:	/s/ David W. Knickel
		Name:	David W. Knickel
		Title:	Vice President, Chief Financial Officer and Secretary

[SIGNATURE PAGE TO EXCHANGE, REDEMPTION AND SALE AGREEMENT]

Exhibit A

WIRE TRANSFER INSTRUCTIONS

[INTENTIONALLY OMITTED]

[SIGNATURE PAGE TO EXCHANGE, REDEMPTION AND SALE AGREEMENT]