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THIRD AMENDED AND RESTATED 

CERTIFICATE OF FORMATION OF 

GOODMAN NETWORKS lNCORPORA TED 

ARTICLE ONE 

� 002 

Goodman Networks Incorporated (the "Comoration"), pursuant to the provisions of Sections 

I 0.301 and I 0.302 of the TelUIS Business Organizations Code (the "TBOC"), hereby adopts this Third 

Amended and Restated Certificate of Formation, which accurately states the text of the Certificate of 

Formation and all amendments and restatements thereof that are in effect to date and as funher amended 

by this Third Amended and Restated Certificate of Formation as hereinafter set forth, and which contains 

no other changes in any provision thereof. 

ARTICLE TWO 

The name of the Corporation is Goodman Networks Incorporated. The filing entity is a for-profit 

corporation. 

ARTICLE THREE 

The Corporation's existing Certificate of Formation is amended by this Third Amended and 

Restated Certificate of Formation as follows: 

The Third Amended and Restated Certificate of Formation alters or changes Articles ll, !!l, O:::, 

Y, YI, Vll, Vlll, .!X, X, XL XII and Xlll to the Certificate of Formation of the Corporation in effect at the 

time of filing of this Third Amended and Restated Certificate of Formation, and the full text of Articles II, 

III, IV, Y, Y!, VII, VIII, .!X, X, XI, XII and XIII is as set forth in the Third Amended and Restated 

Certificate of Formation attached hereto. The Third Amended and Restated Certificate of Formation 

deletes Article XIV to the Certificate of Formation of the Corporation in effect at the time of filing this 

Third Amended and Restated Certificate of Formation. 

ARTICLE FOUR 

Each amendment made by this Third Amended and Restated Certificate of Formation has been 

effected in conformity with the provisions of the TBOC, and such Third Amended and Restated 

Certificate of Formation as so amended was duly approved in the manner required by the TBOC, pursuant 

to the authority granted under the Findings of Fact, Conclusions of Law, and Order Approving the 

Debtors· Disclosure Statement For, and Confirming, the Debtors' Amended Joint Prepackaged Plan of 

Reorganization Pursuant to Chapter I I of the Bankruptcy Code, dated May 4, 2017, of the United States 

Bankruptcy Court for the Southern District of Texas, Houston Division (the "Bankruptcy Court"), in the 

jointly administered cases under chapter 11 of title 11 of the United States Code under the caption "In re: 

Goodman Networks Incorporated, et al.", Case No. 17-31575 (Ml) (the "Chapter I I Cases"). The 

Bankruptcy Court had jurisdiction over the Chapter 11 Cases pursuant to section 1334 of title 28 of the 

United States Code and the Amended Standing Order of Reference from the United States District Court 

for the Southern District of Texas, dated May 24, 2012, 

ARTICLE FIVE 

The Third Amended and Restated Certificate of Formation, which is attached hereto, accurately 

states the text of the Certificate of Fonnation being restated and each amendment to the Certificate of 

Formation being restated that is in effect, and as further amended by the Third Amended and Restated 

Certificate of Formation attached hereto. The attached Third Amended and Restated Certificate of 

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Formation does not contain any other change in the Cenificate of Fonnation being restated except for the 

infonnation pennitted to be omitted by the TBOC applicable to the filing entity._ 

ARTICLE SIX 

This document becomes effective at 8:00 a.m. on May 31, 2017 . 

• • • 

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TN WITNESS WHEREOF, the undersigned has hereunto set his hand to this Third Amended and 

Restated Certificate of Formation on May 26, 2017. • 

GOODMAN NETWORKS INCORPORATED 

By:/s/ John A. Goodman 

Name: John A. Goodman 

Title: Executive Chairman, Chief Executive 

Officer and President 

Signature Page lo Third Amended and Restated Certificate of F ormiJtlon 

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EXHIBIT A 

THIRD AMENDED AND RESTATED 

CERTIFICATE OF FORMATION 

ARTICLE ONE 

The name of the corporation is Goodman Networks Incorporated (the "Corporation"). 

ARTICLE TWO 

~ 005 

The address of the registered office of the Corporation is 206 E. 9~ Street, Suite 1300, Austin, 

Texas 78701, and the name of its registered agent at such address is Capitol Corporate Services, Inc. 

ARTICLE THREE 

The purpose for which the Corporation is organized is to engage in any lawful business for which 

corporations may be organized under the Texas Business Organizations Code ("TBOC"). 

ARTICLE FOUR 

The total number of shares of stock that the Corporation shall have authority to issue is 

32,750,000, consisting of 16,500,000 shares of Common Stock, par value $0.IO00\ per share (the 

"Common Stock") and 16,250,000 shares of Preferred Stock, par value $0.0001 per share (the "Preferred 

Stock"). 

The following is a statement of the designations and the powers, privileges and rights, and the 

qualifications, limitations or restrictions thereof in respect of each class of capital stock of the 

Corporation. 

A. COMMON STOCK 

I. General. The voting, dividend and liquidation rights of the holders ~fthe Common Stock 

are subject to and qualified by the rights, powers and preferences of the holders of the Preferred Stock set 

forth herein. 

2. Voting Rights. Each holder of Common Stock, as such, shall be entitled to one vote for 

each share of Common Stock held of record by such holder on all matters on which shareholders 

generally are entitled to vote; provided, that except as otherwise required by the TBOC, holders of 

Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Formation 

(including any resolutions relating to any series of Preferred Stock) that relates solely to the tenns of one 

or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either 

separately or together with the holders of one or more other such series, to vote thereon pursuant to this 

Certificate of Fonnation (including any resolutions relating to any series of Preferred Stock) or pursuant 

to the TBOC, • • 

J. Dividends and Distributions. Subject to the rights of the holder& of Preferred Stock, 

holders of Common Stock shall be entitled to receive such dividends and other distributions in cash, 

securities or other prope"Y of the Corporation as may be declared thereon by the Board of Directors (the 

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"Board") from time to time out of the assets or funds ofthe Corporation legally available therefor and 

shall share equally on a per share basis in all such dividends and other distributions. : 

4, Liquidation, Dissolution or Winding Up. In the event of any volluntary or involuntary 

liquidation, dissolution or winding up of the affairs of the Corporation, after payment or provision for 

payment of the debts and other liabilities of the Corporation and subject to the rights of the holders of 

shares of any series of Preferred Stock upon such liquidation, dissolution or winding up, if any, the 

holders of all outstanding shares of Common Stock shall be entitled to receive the remaining assets of the 

Corporation available therefor and shall share equally on a per share basis in all such distributions. 

S. Conversion Rights. The Common Stock shall not be convertible into, or exchangeable 

for, shares of any other class or classes of the Corporation's capital stock. 

B. PREFERRED STOCK 

The first series of Preferred Stock shall be designated "Series A-1 Preferred Stock" and shall 

consist of 13,125,000 shares. The second series of Preferred Stock shall be designated "Series A-2 

Preferred Stock" and shall consist of 2,500,000 shares. The third series of Preferred Stock shall be 

designated "Series A-3 Preferred Stock" and shall consist of 625,000 shares. The "Stated Value" of each 

share of Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series A-3 Preferred Stock shall be 

$10.00, subject to appropriate adjustment in the event of any stock dividend, stock' split, combination or 

other recapitalization with respect 10 the Preferred Stock or any series thereof. Unless otherwise 

indicated, references to "sections" or "subsections" in this Part B of this Article IV refer to sections and 

subsections of Part B of this Article IV. 

The terms and provisions of the Series A-1 Preferred Stock, Series A-2 Preferred Stock and 

Series A-3 Preferred Stock are as follows: 

Dividends. 

1.1 Payment of PIK Dividends. From and after the third anniversary of the effective 

date of the Debtors' Amended Joint Prepackaged Chapter 11 Plan of Reorganization, Case No. 17-31 575 

(the "Plan"), cumulative dividends at the rate per annum of seven percent (7%) of the Stated Value per 

share of Preferred Stock shall accrue on such shares of Preferred Stock (the "PIK Dividends"). The PIK 

Dividends shall accrue from day to day and shall be payable, on a pari passu basis, quarterly on March 31, 

June 30, September 30 and December 31 and upon any Deemed Liquidation Event (defined below), at the 

option of the Board, in the form of (a) cash, and/or (b)(i), with respect to the Series A-1 Preferred Stock, a 

number of additional shares of Series A-1 Preferred Stock, (ii) with respect to the ·series A-2 Preferred 

Stock, a number of additional shares of Series A-2 Preferred Stock, and (iii) with respect to the Series A-3 

Preferred Stock, a number of additional shares of Series A-3 Preferred Stock, in each case equal to the 

cash value of the PIK Dividend on such share that accrued during the preceding quarter, divided by the 

Stated Value of such share of Preferred Stock. No dividends shall be paid on sh)lres of any series of 

Preferred Stock unless a corresponding dividend is paid on the shares of each other series of Preferred 

Stock, The payment of PIK _Dividends each calendar quarter shall be mandatory to the extent permitted 

by applicable law. Unpaid cumulative PIK Dividends will compound quarterly. No fractional shares of 

Preferred Stock shall be issued as PIK Dividends. Whether or not fractional shares would be issuable as 

PIK Dividends shall be determined on the basis of the total number of shares of Series A-I Preferred 

Stock, Series A-2 Preferred Stock or Series A-3 Preferred Stock to be issued as a PIK Dividend to any 

single holder of Series A-I Preferred Stock, Series A-2 Preferred Stock or Series A-3 Preferred Stock, 

respectively, based on the total shares of Series A-I Preferred Stock, Series A-2 Preferred Stock or Series 

A-3 Preferred Stock held by such holder immediately prior to the payment of such PIK Dividend. In lieu 

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of issuing any fractional share as PIK Dividends, the Corporation will pay cash equal to the value of such 

fractional share. 

1.2 Reservation of Shares. The Corporation shall at all times reserve and keep 

available out of its authorized but unissued Preferred Stock, for the purpose of issuing PIK Dividends 

pursuant to Subsection I.I. such number of its duly authorized shares of Series A-1 PreferTed Stock, 

Series A-2 PreferTed Stock and Series A-3 PreferTed Stock as shall from time to time be sufficient to issue 

PIK Dividends; and if at any time the number of authorized but unissued shares of Series A-1 Preferred 

Stock, Series A-2 Preferred Stock or Series A-3 Preferred Stock shall not be sufficient to issue in full all 

PIK Dividends pursuant to Subsection I. I, the Corporation shall take such corporate action as may be 

necessary to increase its authorized but unissued shares of Series A-1 PreferTed Stock, Series A-2 

Preferred Stock or Series A-3 Preferred Stock, as applicable, to such number of shares as shall be 

sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite 

shareholder approval of any necessary amendment to the Certificate of Formation. 

2. Liquidation, Dissolution or Winding Up: Certain Mergers, Consolidations and Asset 

2.1 Preferential Payments to Holders of Preferred Stock. in the event of any 

voluntary or involuntary liquidation, dissolution or winding up of the Corporation or Deemed Liquidation 

Event {defined below), the holders of shares of Preferred Stock then outstanding shall be entitled to be 

paid, on a pari passu basis, out of the assets of the Corporation available for distribution to its 

shareholders before any payment shall be made to the holders of Common Stock by reason of their 

ownership thereof, an amount per share equal to the greater of (a) the Stated Value p·er share together with 

all accrued but unpaid dividends thereon, or (b) the amount that would be payable if each share of 

Preferred Stock were converted into shares of Common Stock as of immediately prior to such liquidation, 

dissolution or winding up of the Corporation or Deemed Liquidation Event at a conversion rate equal to 

(I) the Stated Value per share together with all accrued but unpaid dividends thereon, divided by (2) the 

greater of {A) $ I 5 .15 per share, subject to any adjustments necessary to take into account any prior stock 

split, combination of shares, reorganization, or reclassification with respect to the Common Stock, or (B) 

the rninirnwn price that would result in the persons identified as minority group members in the 

Corporation's most recent application for certification or recertification as a minority-owned business 

with the National Minority Supplier Development Council owning at least fifty one percent (51 %) of the 

issued and outstanding shares of Common Stock of the Corporation (assuming that all shares of Preferred 

Stock were converted into shares of Common Stock as contemplated by this Subsection 2. l{b}( 1 l{Bl and 

the full conversion and/or exercise of all securities that are, by their terms, convertible and/or exercisable 

into shares of Common Stock) as of immediately prior to such liquidation, dissolution or winding up of 

the Corporation or such Deemed Liquidation Event. The amount payable per share· of Preferred Stock in 

the event of any liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event is 

referred to herein as the "Liquidation Amount" per share. For the avoidance of doubt, (I) in no event 

shall the Liquidation Amount ever be less than the Stated Value per share together with all accrued but 

unpaid dividends and (2) the Liquidation Amount shall be determined in the same manner for all shares of 

Preferred Stock. If upon any such liquidation, dissolution or winding up of the Corporation or Deemed 

Liquidation Event, the assets of the Corporation available for distribution to its shareholders shall be 

insufficient to pay the holders of shares of Prefe1Ted Stock the full amount to which they shall be entitled 

under this Subsection 2.1, the holders of shares of Preferred Stock shall share ratably in any distribution 

of the assets available for distribution in proportion to the respective amounts which would otherwise be 

payable in respect of the shares held by them upon such distribution if all amounis payable on or with 

respect to such shares were paid in full. 

] 

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2,2 Payments to Holders of Common Stock. In the event' of any voluntary or 

involuntary liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, after 

the payment of all preferential amounts required to be paid to the holders of shares·of Preferred Stock as 

contemplated by Subsection 2.1, the remaining assets of the Corporation available for distribution to its 

shareholders shall be distributed among the holders of shares of Common Stock, pro rata based on the 

number of shares held by each such holder: 

2.3 Deemed Liquidation Events. 

2.3.1 . Definition. Each of the following events shall be considered a "Deemed 

Liquidation Event'' unless the holders of at least a majority of the outstanding shaies of Preferred Stock 

elect otherwise by written notice sent to the Corporation at least five (5) days prior to the effective date of 

any such event: 

(a) the direct or indirect sale, lease, transfer, .conveyance or other 

disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all 

or substantially all of the properties or assets of the Corporation and its subsidiarie~ taken as a whole to 

any person (including any "person" (as that term is used in Section 13(d)(3) of the Exchange Act)), other 

than a Principal or a Related Party of a Principal; 

(b) the consummation of any transaction (including, without 

limitation, any merger or consolidation), the result of which is that any person (inclui:ling any "person" (as 

that term is used in Section l 3(d)(3) of the Exchange Act)), other than the Principals and their Related 

Parties, becomes the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of the 

Corporation, measured by voting power rather than number of shares; or 

(c) the Corporation consolidates with, or merges with or into, any 

person, or any person consolidates with, or merges with or into, the Corporation, in any such event 

pursuant to a transaction in which any of the outstanding Voting Stock of the Corp.oration or such other 

person is converted into or exchanged for cash, securities or other property, other than any such 

transaction where Voting Stock of the Corporation outstanding immediately prior to such transaction 

constitutes or is converted into or exchanged for a majority of the outstanding shares of the Voting Stock 

of such surviving or transferee person (immediately after giving effect to such transaction). 

' 

2.3.2 Effecting a Deemed Liquidation Event. 

(a) The Corporation shall not have the power to effect a Deemed 

Liquidation Event referred to in Subsection 2.3. l(b) or Subsection 2.3. lie) unless tile agreement or plan 

of merger or consolidation for such transaction (the "Merger Agreement'') provides that the consideration 

payable to the shareholders of the Corporation shall be allocated among the holders of capital stock of the 

Corporation in accordance with Subsections 2.1 and ;u,. 

(b) In the event of a Deemed Liquidation Event"·referred to in 

Subsection 2.3. Ha}, if the Corporation does not effect a dissolution of the Corporaiion under the TBOC 

within sixty (60) days after such Deemed Liquidation Event, then (i) the Corporation shall send a written 

notice to each holder of Preferred Stock no later than the sixtieth (601h) day after the Deemed Liquidation 

Event advising such holders of their right (and the requirements to be met to secure such right) pursuant 

to the tenns of the following clause; (ii) to require the redemption of such shares of'Preferred Stock, and 

(iii) if the holders ofat least a majority of the then issued and outstanding shares of Preferred Stock voting 

together as a class so request in a written.instrument delivered to the Corporation ,not later than ninety 

(90) days after such Deemed Liquidation Event, the Corporation shall use the consideration received by 

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the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the 

assets sold, as determined in good faith by the Board), together with any other assets of the Corporation 

available for distribution to its shareholders, all to the extent permitted by the TBOC governing 

distributions to shareholders (the "Available Proceeds"), on the one hundred twentieth (120'h) day after 

such Deemed Liquidation Event, to redeem all outstanding shares of Preferred Stock at a price per share 

equal to the Liquidation Amount. Notwithstanding the foregoing, in the event of a redemption pursuant 

to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of 

Preferred Stock, the Corporation shall ratably redeem each holder's shares of Preferred Stock to the 

fullest extent of such Available Proceeds, and shall redeem the remaining shares as soon as it may 

lawfully do so under the TBOC governing distributions to shareholders. The provisions of 

Subsection 5 4. 2.,2. 5.6 and 5.7 shall apply, with such necessary changes in the details thereof as are 

necessitated by the context, to the redemption of the Preferred Stock pursuant to this Subsection 2.3.2(b). 

Prior to the distribution or redemption provided for in this Subsection 2 3.2/b), the Corporation shall not 

expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge 

expenses incurred in connection with such Deemed Liquidation Event or in the ordinary course of 

business. 

2.3.3 Amount Deemed Paid or Distributed. The amount deemed paid or 

distributed to the holders of capital stock of the Corporation pursuant to Subsection 2.3 .2 shall be the cash 

or the value of the property, rights or securities paid or distributed to such holders by the Corporation or 

the acquiring person, firm or other entity. The value of such property, rights or securities shall be 

determined in good faith by the Board. 

2.3.4 Allocation of Escrow and Contingent Consideration. In the event of a 

Deemed Liquidation Event, if any portion of the consideration payable to the shareholders· of the 

Corporation is payable only upon satisfaction of contingencies (the "Additional Consideration"), the 

Merger Agreement shall provide that (a) the portion of such consideration that is not Additional 

Consideration (such portion, the "Initial Consideration") shall be allocated among the holders of capital 

stock of the Corporation in accordance with Subsections 2.1 and 2.2 as if the Initial Consideration were 

the only consideration payable in connection with such Deemed Liquidation Event; and (b) any 

Additional Consideration which becomes payable to the shareholders of the Corporation upon satisfaction 

of such contingencies shall be allocated among the holders of capital stock of the Corporation in 

accordance with Subsections 2.1 and 2.2 after taking into account the previous payment of the Initial 

Consideration as part of the same transaction. For the purposes of this Subsection 2.3.4, consideration 

placed into escrow or retained as holdback to be available for satisfaction of indemnification or similar 

obligations in connection with such Deemed Liquidation Event shall be deemed to be Additional 

Consideration. 

3. Voting Rights. 

3.1 General, Except as otherwise provided herein or as otherwise required by law, 

the holders of Preferred Stock shall have no voting rights. 

3.2 Preferred Stock Protective Provisions. As long as any shares of Preferred Stock 

are outstanding, the Corporation shall not, without the affirmative vote of the holders ofa majority of the 

then issued and outstanding shares of the Preferred Stock: 

(a) increase or decrease the number of authorized shares of Preferred Stock; 

(b) authorize or create any class of stock ranking as to dividends, 

redemption, voting rights or distribution of assets upon a liquidation or Deemed Liquidation Event pari 

s 

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passu or senior to the Series A-1 Preferred Stock, Series A-2 Preferred Stock or Series A-3 Preferred 

Stock; 

(c) issue shares of Preferred Stock except (i) pursuant to the dividend and 

conversion prov1S1ons expressly authorized herein and (ii) for up to 500,000 shares of Series A-3 

Preferred Stock (or, with the approval of the Board pursuant to Subsection 4.2, Series A-1 Preferred 

Stock) to employees, officers, directors, contractors, consultants or advisors to the Corporation or any 

subsidiary pursuant to the Management Incentive Plan, as defined in the Plan, approved by the Board; 

(d) increase or decrease the size of the Board; 

(e) amend this Certificate of Formation or the Corporation's bylaws (tlie 

"Bylaws") (other than to amend this Certificate of Formation and/or the Bylaws to increase the number of 

authorized shares of Common Stock or 10 conform to Delaware Jaw upon the conversion or 

reincorporation of the Corporation into Delaware); 

(f) liquidate, dissolve or wind up the Corporation or effect any Deemed 

Liquidation Event, unless the holders of Preferred Stock shall be paid the full preferential amounts to 

which they are entitled pursuant to Subsection 2.1; 

(g) purchase or redeem or pay or declare any dividend or make any 

distribution on, any shares of capital stock of the Corporation other than (i) redemptions of or dividends, 

including PIK Dividends, or distributions on the Preferred Stock as expressly authorized herein, (ii) 

repurchases of stock from current or former employees, officers, directors, consultants or other persons 

who performed services for the Corporation or any subsidiaTY in connection with the cessation of such 

employment or service or pursuant to settlement agreement subject to any limitation set forth in the 

Indenture dated as of May 31, 2017, by and among the Corporation, UMB Bank, National Association, as 

trustee, and U.S. Bank National Association, as collateral agent (the "lndent).[e"), or (iii) as unanimously 

approved by the Board; or 

(h) incur any indebtedness that would prohibit the dividend rights and 

redemption rights of the Series A-1 Preferred Stock, Series A-2 Preferred Stock or Series A-3 Preferred 

Stock other than any indebtedness incurred under the Indenture or the Credit and Security Agreement 

dated as of May 31, 2017, by and among the Corporation, Multiband Field Services, Incorporated and 

Goodman Networks Services, LLC, as borrowers, Midcap Financial Trust, as agent and a lender, and the 

additional lenders from time to time party thereto, as amended, modified, supplemented and/or restated 

from time to time (the "Credjt Facility") or any refinancing of the foregoing agreements; provided that 

such new agreements or arrangements are no more restrictive with regards to the payment of dividends 

on, or redemption of, the Series A-I Preferred Stock, Series A-2 Preferred Stock or Series A-3 Preferred 

Stock than the restrictions set forth in the Indenture or the Credit Facility. 

4. Conversion. 

4.1 Mandatory Conversion of Series A-2 Preferred Stock. Immediately following 

the Corporation's redemption of shares of Series A-I Preferred Stock with an aggregate Stated Value 

(including any cash dividends paid in connection therewith) of $10,000,000 pursuant to Section 5. each 

outstanding share of Series A-2 Preferred Stock shall be convened into one (I) fully paid and 

nonassessable share of Series A-I Preferred Stock, subject to any adjustments necessary to take into 

account any prior stock split, combination of shares, reorganization, or reclassification with respect to the 

Series A-1 Preferred Stock without a corresponding and equivalent stock split, combination of shares, 

reorganization, or reclassification with respect to the Series A-2 Preferred Stock. 

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4.2 Optional Conversion of Series A-3 Preferred Stock. After the Corporation's 

redemption of Series A-1 Preferred Stock with an aggregate Stated Value (including any cash dividends 

paid in connection therewith) of $15,000,000 pursuant to Section 5 (inclusive of the prior redemptions as 

contemplated by Section 4.1) with the written approval of the Board, in its sole discretion, each 

outstanding share of Series A-3 Preferred Stock shall be converted into one (1) fully paid and 

nonassessable share of Series A-1 Preferred Stock, subject to any adjustments necessary to take into 

account prior to any stock split, combination of shares, reorganization, or reclassification with respect to 

the Series A-1 Preferred Stock without a corresponding and equivalent stock split, combination of shares, 

reorganization, or reclassification with respect to the Series A-3 Preferred Stock. 

4.3 No Other Conversion Rights. Except as set forth above, the Series A-1 Preferred 

Stock, Series A-2 Preferred Stock and Series A-3 Preferred Stock shall not be convertible into, or 

exchangeable for, shares of any other class or classes of the Corporation's capital stock. 

4.4. Procedural Requirements. All holders of record of shares of Series A-2 Preferred 

Stock or Series A-3 Preferred Stock, as the case may be, shall be sent written notice of the conversion of 

all such shares of Series A-2 Preferred Stock or Series A-3 Preferred Stock, as applicable, pursuant to this 

Section 4. Such notice need not be sent in advance of the conversion. Upon receipt of such notice, each 

holder of shares of Series A-2 Preferred Stock or Series A-3 Preferred Stock, as the case may be, in 

certificated form shall surrender his, her or its certificate or certificates for all such shares (or, if such 

holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and 

agreement reasonably acceptable to the Corporation and its transfer agent to indemnify the Corporation 

and its transfer agent against any claim that may be made against the Corporation or its transfer agent on 

account of the alleged loss, theft or destruction of such certificate) to the Corporation and its transfer 

agent at the place designated in such notice. If so required by the Corporation or its transfer agent. any 

certificates surrendered for conversion shall be endorsed or accompanied by written instrument or 

instruments of transfer, in form satisfactory to the Corporation and its transfer agent, duly executed by the 

registered holder or by his, her or its attorney duly authorized in writing, All rights with respect to the 

series of Preferred Stock converted pursuant to Subsections 4.1 or 4.2 will terminate at the time of 

conversion (notwithstanding the failure of the holder or holders thereof to surrender any certificates at or 

prior to such time), except only the rights of the holders thereof, upon surrender of any certificate or 

certificates of such holders (or lost certificate affidavit and agreement) therefor, or his, her or its nominee, 

to receive a certificate or certificates, or a notice of issuance of uncertificated shares, for the number of 

shares of Series A-1 Preferred Stock issuable on such conversion in accordance with the provisions 

hereof, Such converted Series A-2 Preferred Stock or Series A-3 Preferred Stock shall be retired and 

cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such 

appropriate action (without the need for shareholder action) as may be necessary to reduce the authorized 

number of shares of Series A-2 Preferred Stock or Series A-3 Preferred Stock accordingly. 

4.5 Reservation of Stock. The Corporation shall at all times when the Series A-2 

Preferred Stock and Series A-3 Preferred Stock shall be outstanding, reserve and keep available out of its 

authorized but unissued capital stock, for the purpose of effecting the conversion of the Series A-2 

Preferred Stock and Series A-3 Preferred Stock, such number of its duly authorized shares of Series A-I 

Preferred Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series 

A-2 Preferred Stock and Series A-3 Preferred Stock; and if at any time the number of authorized but 

unissued shares of Series A-1 Preferred Stock shall not be sufficient to effect the conversion of all then 

outstanding shares of the Series A-2 Preferred Stock and Series A-3 Preferred Stock, the Corporation 

shall take such corporate action as may be necessaiy to increase its authorized but unissued shares of 

Series A-1 Preferred Stock to such number of shares as shall be sufficient for such purposes, including, 

without limitation, engaging in best efforts to obtain the requisite shareholder approval of any necessary 

amendment to the Certificate of Formation. 

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S. Redemption. 

S.l Optional Redempti9n, Subject to any limitations set forth in the Corporation's 

Credit Facility or Indenture, at any time and from time, to time to the extent it may lawfully do so, the 

Corporation shall have the right al its option to redeem all or less than all of the outstanding shares of 

Preferred Stock at a per share redemption price (the "Redemption Price") equal to the Stated Value per 

share together with all accrued but unpaid dividends thereon. 

5.2 Mandatory Redemption. Subject to any limitations set forth in the Corporation's 

Credit Facility or Indenture, as soon as practicable following the filing date of this Certificate of 

Fonnation, and within fifteen (IS) days following each March 31, June 30, September 30 and December 

31 thereafter prior to a Deemed Liquidation Event (each, a "Redemption Date"), to the extent it may 

lawfully do so, the Corporation shall redeem a number of shares of Preferred Stock equal to (a) (i) prior to 

the redemption of $10,000,000 in the aggregate of Preferred Stock, the amount of Excess Net Cash (as 

defined in the Indenture) as of March 31, June 30, September 30 or December 3 I, as applicable, 

immediately prior to the Redemption Date, and (ii) thereafter, the lesser of (A) the amount of Excess Net 

Cash (as defined in the Indenture) as of the March 31, June 30, September 30 or December 31, as 

applicable, immediately prior to the Redemption Date, and (B) the amount of Excess Cash Flow (as 

defined in the Indenture) generated during the calendar quarter ending as of the March 31, June 30, 

September 30 or December 31, as applicable, immediately prior to the Redemption Date, divided by (b) 

the Redemption Price, until all shares of Series A-I Preferred Stock and, if determined by the 

Corporation's Board in its sole discretion, Series A-3 Preferred Stock, have been redeemed. 

5.3 Priority of Redemptions. The Corporation shall redeem shares of Series A-1 

Preferred Stock and Series A-3 Preferred Stock pursuant to this Section S in the following order: 

(a) first, the Corporation shall redeem shares of Series A-I Preferred Stock, 

l!!Q rata from the holders thereof based on the number of shares of Series A-1 Preferred Stock held by 

them, until the Corporation bas redeemed all shares of Series A-1 Preferred Stock; and 

(b) second, if determined by the Corporation's Board in its sole discretion, 

the Corporation shall redeem shares of Series A-3 Preferred Stock, l!!Q ill!! from the holders thereof based 

on the number of shares of Series A-3 Preferred Stock held by them, until the Corporation has redeemed 

all shares of Series A-3 Preferred Stock. 

5.4 Redemption Notice. The Corporation shall send written notice of any 

redemption pursuant to this Section 5 (each, a "Redemption Notjce"l to each holder of record of shares of 

Preferred Stock to be redeemed not less than seven (7) days prior to each Redemption Date. Each 

Redemption Notice shall state: 

(a) with respect to redemptions made pursuant to Subsection 5.2, the 

Corporation's Excess Net Cash and Excess Cash Flow, as of the date of detennination; 

(b) the aggregate number of shares of Preferred Stock to be redeemed on the 

applicable Redemption Date and the number of shares of Preferred Stock held by the holder that the 

Corporation shall redeem on the Redemption Date; 

(c) the Redemption Date and the aggregate Redemption Price to be paid to 

the holder; and 

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(d) for holders of shares in certificated form, that the holder is to surrender to 

the Corporation or its transfer agent, in the manner and at the place designated, his, her or its certificate or 

certificates representing the shares of Preferred Stock to be redeemed. In the event fewer than all of the 

shares of Preferred Stock represented by a certificate are redeemed, a new certificate, instrument, or book 

entry representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. 

5.5 Surrender of Certificates: Payment. On or before the applicable Redemption 

Date, each holder of shares of Preferred Stock to be redeemed on such Redemption Date shall, if a holder 

of shares in certificated form, surrender the certificate or certificates representing such shares ( or, if such 

registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit 

and agreement reasonably acceptable to the Corporation and its transfer agent to indemnify the 

Corporation and its transfer agent against any claim that may be made against the Corporation or its 

transfer agent on account of the alleged loss, theft or destruction of such certificate) to the Corporation or 

its transfer agent, in the manner and at the place designated in the Redemption Notice, and thereupon the 

Redemption Price for such shares shall be payable to the order of the person whose name appears on such 

certificate or certificates as the owner thereof. In the event fewer than all of the shares of Preferred Stock 

represented by a certificate are redeemed, a new certificate, instrument, or book entry representing the 

unredeemed shares of Preferred Stock shall promptly be issued to such holder. 

5.6 Rights Subsequent to Redemption, If the Redemption Notice shall have been 

duly given, and if on the applicable Redemption Date the Redemption Price payable upon redemption of 

the shares of Preferred Stock to be redeemed on such Redemption Date is paid or tendered for payment or 

deposited with an independent payment agent so as to be available therefor in a timely manner, then 

notwithstanding that any certificates evidencing any of the shares of Preferred Stock so called for 

redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall 

cease to accrue after such Redemption Date and all rights with respect to such shares shall forthwith after 

the Redemption Date terminate, except only the right of the holders to receive the Redemption Price 

without interest upon surrender of any such certificate or certificates therefor. 

5.7 Redeemed or Otherwise Acquired Shares, Any shares of Preferred Stock that are 

redeemed or otherwise acquired by the Corporation or any of its subsidiaries shall be automatically and 

immediately cancelled and retired and shall not be reissued, sold or transferred. Neither the Corporation 

nor any of its subsidiaries may exercise any voting or other rights granted to the holders of Preferred 

Stock following redemption. 

6. Waiver. Any of the rights, powers, preferences and other terms of the Preferred Stock or 

any series thereof set forth herein may be waived on behalf of all holders of Preferred Stock or any series 

thereof by the aff1J111ative written consent or vote of the holders of at least a majority of the shares of 

Preferred Stock or such series then outstanding. 

7. Notices. Any notice required or pennitted by the provisions of this Article JV to be given 

to a holder of shares of Preferred Stock shall be mailed, postage prepaid, to the post office address last 

shown on the records of the Corporation, or given by electronic communication in compliance with the 

provisions of the TBOC, and shall be deemed sent upon such mailing or electronic transmission, 

8, Business Day. If any payment required to be made by the Corporation falls on a day 

other than a business day, such payment shall be due and payable on the next succeeding business day. 

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ARTICLE FIVE 

S.1 Bylaws, Subject to Article IV, Subsection 3.2/e) and the Shareholders 

Agreement, the Board shall have the power to adopt, alter, amend. change or repeal the Bylaws. Subject 

to Article IV, Subsection 3.2(e) and the Shareholders Agreement. the shareholders may adopt, amend or 

repeal the Bylaws only with the affirmative vote of the holders of not less than a majority of the issued 

and outstanding shares entitled to vote thereon. voting together as a single class. 

5.2 Advance Notice. Advance notice of shareholder nominations for the election of 

directors of the Corporation and of business 10 be brought by shareholders before any meeting of 

shareholders of the Corporation shall be given in the manner provided in the Bylaws. 

ARTICLE SIX 

6.1 Annual Meetings. An annual meeting of shareholders for the election of 

directors to succeed those whose terms expire and for the transaction of such other business as may 

properly come before the meeting shall be held at such place, on such date. and at such time that is stated 

in or set in accordance with the Corporation's Bylaws. Advance notice of shareholder nominations for 

the election of directors of the Corporation and of business to be brought by shareholders before any 

meeting of shareholders of the Corporation will be given in the manner provided in the Bylaws. 

6.2 Special Meetings. Special meetings of the shareholders may be called only by (i) 

the Board acting pursuant to a resolution adopted by a majority of the Board (ii) by the Chairman. Chief 

Executive Officer or President of the Corporation or (iii) the holders of at least 50% of the Common 

Stock. Any business transacted at any special meeting of shareholders shall be limited to matters relating 

to the purpose or purposes stated in the notice of meeting. 

6.3 Action by Written Consent. Any action required or permitted to be taken by 

shareholders at any annual or special meeting of shareholders may be taken without a meeting, without 

prior notice and without a vote. if a consent or consents in writing. setting forth the action so taken, shall 

be signed by the holders of outstanding stock having not less than a majority of the shares entitled to vote, 

or, if greater, not less than the minimum number of votes that would be necessary to authorize or take 

such action at a meeting at which all shares entitled to vote thereon were present and voted: provided, that 

from and after the closing of a Qualified Offering, any action required or permitted to be taken by the 

shareholders of the Corporation may be effected only at a duly called annual or special meeting of 

shareholders of the Corporation and may not be effected by any consent in writing by such shareholders. 

ARTICLE SEVEN 

7.1 Limitation of Liability. To the fullest extent permitted by the TBOC, a director 

of the Corporation shall not be liable to the Corporation or its shareholders for monetary damages for 

breach offidu,ciary duty as a director. Without limiting the effect of the preceding sentence, if the TBOC 

is hereafter amended to authorize the further elimination or limitation of the liabilities of a director, then 

the liability of a director of the Corporation will be eliminated or limited to the fullest extent permitted by 

the TBOC, as so amended. 

7 .2 Indemnification. The Corporation shall have the power to indemnify to the 

fullest extent pennitted by the TBOC any person made or threatened to be made a party to an action or 

proceeding. whether criminal, civil, administrative or investigative, by reason of the fact that he is or was 

a director, officer, employee or agent of the Corporation, any predecessor of the Corporation or any 

subsidiary or affiliate of the Corporation, or serves or served as a director. officer. partner, venturer, 

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proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, limited 

liability company, joint venture, trust or other enterprise, including service with respect to an employee 

benefit plan, at the request of the Corporation, any predecessor to the Corporation or any subsidiary or 

any affiliate of the Corporation. The Corporation shall indemnify any person made or threatened to be 

made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason 

of the fact that he is or was a director or officer of the Corporation or any predecessor of the Corporation, 

or serves or served as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar 

functionary of another corporation, partnership, limited liability company, joint venture, trust or other 

enterprise, including service with respect to an employee benefit plan, at the request of the Corporation, 

any predecessor to the Corporation or any subsidiary or any affiliate of the Corporation as and to the 

extent (and on the terms and subject to the conditions) set forth in the Bylaws or in any contract of 

indemnification entered into by the Corporation and any such person. 

7.3 Insurance. The Corporation shall have power to purchase and maintain insurance 

on its own behalf and on behaliofany person who is or was a director, officer, employee or agent of the 

Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or 

agent of another corporation, partnership, limited liability company, joint venture, trust or other 

enterprise, including service with respect to an employee benefit plan, against any expense, liability or 

loss asserted against such person and incurred by such person in any such capacity or arising out of such 

person's status as such, whether or not the Corporation would have the power to indemnify such person 

against such liability under the TBOC. 

7.4 Non-Exclusivity. The rights and authority conferred in this Article VTJ shall not 

be exclusive of any other right which any person may otheiwise have or hereafter acquire and shall, 

unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a 

director, officer, employee or agent of the Corporation and shall inure to the benefit of the heirs, ellecutors 

and administrators of such a person. 

7 ,5 Vested Rights. Neither the repeal nor modification of this Article VII, Certificate 

of Formation, the Bylaws, nor, to the fullest extent permitted by the TBOC, any applicable law, shall 

adversely affect any right or protection of any person granted pursuant hereto eltisting at, or arising out of 

or related to any event, act, omission, transaction or fact that occurred prior to the time of such repeal or 

modification (regardless of when any proceeding (or part thereof) relating to such event, act, omission, 

transaction or fact arises or is first threatened, commenced or completed). 

ARTICLE EIGHT 

8,1 Change in Vote Required. Except as provided in this Third Amended and 

Restated Certificate of Fonnation, pursuant to Section 21.365 of the TBOC, any action of the Corporation 

which, under the provisions of the TBOC or any other applicable law, is required to be authorized or 

approved by the holders of any specified fraction which is in excess of one-half or any specified 

percentage which is in excess of fifty percent of the outstanding shares (or of any class or series thereof) 

of the Corporation shall, notwithstanding any law, be deemed effectively and properly authorized or 

approved if authorized or approved by the vote of the holders of more than fifty percent of the outstanding 

shares entitled to vote thereon (or, if the holders of any class or series of the Corporation's shares shall be 

entitled by the TBOC or any other applicable law to vote thereon separately as a class, by the vote of the 

holders of more than fifty percent of the outstanding shares of each such class or series). Without limiting 

the generality of the foregoing, the foregoing provisions of this Article VIU shall be applicable 10 any 

required shareholder authorization or approval of: (a) any amendment to this Certificate of Formation; (b) 

any plan of merger, share exchange, or reorganization involving the Corporation; (c) any sale, lease, 

exchange, or other disposition of all, or substantially all, the property and assets of the Corporation; and 

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(d) any voluntary dissolution of the Corporation. Notwithstanding anything to the contrary contained in 

this Certificate of Formation or the Bylaws, and notwithstanding that a lesser percentage or vote may be 

permitted from time to time by the TBOC, from and after the closing of a firm commitment underwritten 

public offering pursuant to an effective registration statement on Form S-1 (or successor form) under the 

Securities Act of 1933, as amended, covering the sale of Common Stock with aggregate gross proceeds to 

the Corporation (prior to underwriters' commissions and expenses) of not less than $50,000,000 (a 

"Qualified Offering"), no provision of this Certificate of Formation may be altered, amended, changed or 

repealed in any respect, nor may any provision of this Certificate of Formation or of the Bylaws 

inconsistent therewith be adopted, unless in addition to any other vote required by this Certificate of 

Formation or otherwise required by the TBOC, such alteration, amendment, repeal or adoption is 

approved at a meeting of the shareholders called for that purpose by the affirmative vote of the holders of 

at least sixty-six and two-thirds percent (66 2/3%) of the shares of capital stock entitled to vote thereon, 

voting together as a single class. 

8.2 No Additional Voting Rights. Nothing contained in this Article VIII is intended 

to require shareholder authorization or approval of any action of the Corporation whatsoever unless such 

approval is specifically required by the other provisions of this Third Amended and Restated Certificate 

of Formation, the Bylaws of the Corporation, or by the TBOC or other applicable law. 

ARTICLE NINE 

Unless the Corporation consents in writing to the selection of an alternative forum, the sole and 

exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any 

action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of the 

Corporation to the Corporation or the Corporation's shareholders, (iii) any action asserting a claim against 

the Corporation or any director, officer or other employee of the Corporation arising pursuant to any 

provision of the TBOC or this Certificate of Formation or Bylaws (as either may be amended from_ time 

to time) or (iv) any action asserting a claim against the Corporation or any director, officer or other 

employee of the Corporation governed by the internal affairs doctrine shall be the state and federal courts 

located in Dallas County, Texas. Any person or entity purchasing or otherwise acquiring any interest in 

shares of capital stock of the Corporation shall be deemed to have notice of and consented to the 

provisions of this Article IX. 

ARTICLE TEN 

No holder of any shares of capital stock of the Corporation, whether now or hereafter authorized, 

shall, as such holder, have any preemptive or preferential right to receive, purchase, or subscribe to (i) any 

unissued or treasury shares of any class of stock (whether now or hereafter authorized) of the 

Corporation, (ii) any obligations, evidences of indebtedness, or other securities of the Corporation 

convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase, or 

subscribe to, any such unissued or treasury shares, (iii) any right of subscription to, any right to receive, or 

any warrant or option for the purchase of, any of the foregoing securities, or (iv) any other securities that 

may be issued or sold by the Corporation, in each case except for such rights as are explicitly provided by 

contract, including the Shareholders Agreement. 

ARTICLE ELEVEN 

No person entitled to vote at an election for directors may cumulate votes to which such person is 

entitled. 

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ARTICLE TWELVE 

Except as otherwise set forth herein, for purposes of this Certificate of Formation, the following 

terms shall have the meanings indicated: 

(a) "affiliate" shall mean a person that directly, or indirectly through one or more 

.intermediaries, controls, or is controlled by, or is under common control with, another person. 

(b) "business day" shall mean any day other than a Saturday, Sunday or other day on which 

banks are required or permitted to close in the State of Texas. 

(c) "control," including the terms "controlling." "controlled by" and "under common control 

m," shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the 

management and policies of a person, whether through the ownership of voting stock, by contract or 

otherwise, "Exchange Ayt" shall mean the Securities Exchange Act of 1934, as amended, 

(d) ·•~" shall be determined in accordance with Section l 3(d)(3) of the Exchange Act 

and the rules and regulations promulgated thereunder. 

(e) "person" shall mean an individual, any general partnership, limited partnership, limited 

liability company, corporation, trust, business trust, joint-stock company, joint venture, unincorporated 

association, cooperative or association or any other legal entity or organization of whatever nature, and 

shall include any successor (by merger or otherwise) of such entity. 

(f) "Principal" means any member of the Goodman family who is, directly or indirectly, a 

shareholder of the Corporation. 

(g) "Related Parties" means: (i) any controlling stockholder, at least SI% owned (and 

controlled) subsidiary, or in the case of any individual, any immediate family member or descendant of 

any Principal and the heirs, executors and administrators and beneficiaries of the estate of such Principal 

or any such family member, or (ii) any trust, corporation, partnership, limited liability company or other 

entity, the beneficiaries, stockholders, partners, members, owners or persons beneficially holding at least 

a 51 o/o (and controlling) interest of which consists of any one or more Principals and/or such other persons 

·referred to in the immediately preceding clause (i). 

(h) "stock" shall mean, with respect to any corporation, capital stock and, with respect to any 

other entity, any equity interest. 

(i) "Voting Stock" of any specified person as of any date means the capital stock or other 

equity interests of such person that is at the time entitled to vote in the election of the board of directors or 

other similar governing authority of such person. 

ARTICLE THIRTEEN 

The number of directors presently constituting the Board is 5, and the names of the persons who 

are serving presently are directors of the Corporation are as follows: 

John A. Goodman 

16179356_18 

Mailing Address 

2801 Network Blvd., Ste. 300 

Frisco, Texas 7S034 

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Jason A, Goodman 

Sherman K, Edmiswn IJI 

Rocco Romanella 

Mark Keiffer 

280 I Network Blvd., Ste. 300 

Frisco, Texas 75034 

2801 Network Blvd., Ste. 300 

Frisco, Texas 75034 

2801 Network Blvd., Ste. 300 

Frisco, Texas 75034 

280 I Network Blvd., Ste. 300 

Frisco, Texas 75_03 4 

~ 018 

Each director shall have one (I) vote on any matter submined to the Board, provided, however, 

that in the event there shall be a vacancy with respect to one (I) of the two (2) directors to be appointed 

pursuant to Section 4.20 of the Indenture (each a "Noteholder Director" and together the "Noteholder 

Directors"), the then-serving Noteholder Director shall have two (2) votes on any matter submitted to the 

Board until the election of a Noteholder Director to the Board to fill the Noteholder Director vacancy; 

provided that such then-serving Noteholder Director shall only have one (1) vote if the holders of 

promissory notes subject to the Indenture have failed to submit any nominee for the Noteholder Director 

vacancy by the Nomination Deadline (as defined in the Indenture) or to vote any promissory notes subject 

to the Indenture for any nominee for the Noteholder Director vacancy by the Voting Deadline (as defined 

in the Indenture), all in accordance with the terms of the Indenture. Each director serving on a committee 

shall have one (1) vote on any matter submitted to such comminee. 

• • • 

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