Common use of Overhead Costs Not Included in Overhead Calculations Clause in Contracts

Overhead Costs Not Included in Overhead Calculations. The following costs will not be included in the overhead portion of Fully Burdened Cost: A. Expenses related to USC’s chief executive officer, chief financial officer, general counsel, chief operating officer, certain human resources personnel and other corporate employees of USC whose time cannot be reasonably estimated or allocated among the Members, as determined in the sole discretion of USC. B. Costs and expenses related to the Board of Directors of USC, Unitek Acquisition, Inc. and UGS (including costs for director and officer insurance at such entities), which, for the avoidance of doubt, shall constitute “Services” under the Agreement. C. Insurance costs related to claims paid by UGS or its Affiliates under insurance policies in existence prior to the Effective Date. ▇. ▇▇▇▇▇▇▇▇▇ costs related to the corporate restructuring of UGS and its Affiliates. 01:16393309.1 Schedule 2.1(a)(i) Services Finance, Accounting and Tax Services Services relating to financial management and accounting, including:  Financial accounting and controls;  Operations accounting including production and inventory controlling;  Asset management;  Management reporting including production of the Service Recipient’s costs sheets;  Transactional accounting: payables and receivables;  Tax management and filings;  Invoicing;  Follow-up of budget and variances; and  Other financial services as requested by the Service Recipient and agreed to by USC in accordance with the Services Agreement. Vehicle Fleet Services Services relating to the UniTek Group fleet of vehicles, including administration, management, maintenance and other related services. Human Resources Services relating to human resources, including:  Payroll administration;  Time administration;  Payroll data entry;  General human resources data management;  Compensation and benefits administration and review;  Hiring and termination administration;  Risk/Safety;  Communications; and  Other human resources services as requested by the Service Recipient and agreed to by USC in accordance with the Services Agreement. 01: 16393309.1 Sales and Marketing Services relating to sales and marketing. Information Technology Services relating to information technology (“IT”), including administration, support and other related services. Legal Services Legal advisory services and other related services requested by the Service Recipient and agreed to by USC in accordance with the Services Agreement. Purchasing Miscellaneous purchasing services, including negotiations with vendors. Collection and Payment Services Cash management services including invoicing, billing and collection of receivables owed, vouchering and input/coding of invoices approved by Service Recipients or USC itself, and payment of expenses and related services. Treasury management services, including but not limited to oversight and payment of all financing costs, assistance or preparation for service recipients of cash flow forecasts, interaction and reporting to shareholders, Board of Directors, lenders and third parties, and intercompany transfers according to the terms of various agreements. Books and Records; Consolidated Financial Statements Preparation, collection and updating of books and records by April 1, 2015, in satisfaction of Facility requirements. Preparation of audited financial statements for USC and the Members. Insurance and Claims Management Services related to procurement, maintenance and management of insurance and claims. 01:16393309.1

Overhead Costs Not Included in Overhead Calculations. The following costs will not be included in the overhead portion of Fully Burdened Cost: A. Expenses related to USC’s chief executive officer, chief financial officer, general counsel, chief operating officer, certain human resources personnel and other corporate employees of USC whose time cannot be reasonably estimated or allocated among the Members, as determined in the sole discretion of USC. B. Costs and expenses related to the Board of Directors of USC, Unitek Acquisition, Inc. and UGS (including costs for director and officer insurance at such entities), which, for the avoidance of doubt, shall constitute “Services” under the Agreement. C. Insurance costs related to claims paid by UGS or its Affiliates under insurance policies in existence prior to the Effective Date. ▇. ▇▇▇▇▇▇▇▇▇ costs related to the corporate restructuring of UGS and its Affiliates. 01:16393309.1 01:16393306.1 Schedule 2.1(a)(i) Services Finance, Accounting and Tax Services Services relating to financial management and accounting, including:  Financial accounting and controls;  Operations accounting including production and inventory controlling;  Asset management;  Management reporting including production of the Service Recipient’s costs sheets;  Transactional accounting: payables and receivables;  Tax management and filings;  Invoicing;  Follow-up of budget and variances; and  Other financial services as requested by the Service Recipient and agreed to by USC in accordance with the Services Agreement. Vehicle Fleet Services Services relating to the UniTek Group fleet of vehicles, including administration, management, maintenance and other related services. Human Resources Services relating to human resources, including:  Payroll administration;  Time administration;  Payroll data entry;  General human resources data management;  Compensation and benefits administration and review;  Hiring and termination administration;  Risk/Safety;  Communications; and  Other human resources services as requested by the Service Recipient and agreed to by USC in accordance with the Services Agreement. 01: 16393309.1 16393306.1 Sales and Marketing Services relating to sales and marketing. Information Technology Services relating to information technology (“IT”), including administration, support and other related services. Legal Services Legal advisory services and other related services requested by the Service Recipient and agreed to by USC in accordance with the Services Agreement. Purchasing Miscellaneous purchasing services, including negotiations with vendors. Collection and Payment Services Cash management services including invoicing, billing and collection of receivables owed, vouchering and input/coding of invoices approved by Service Recipients or USC itself, and payment of expenses and related services. Treasury management services, including but not limited to oversight and payment of all financing costs, assistance or preparation for service recipients of cash flow forecasts, interaction and reporting to shareholders, Board of Directors, lenders and third parties, and intercompany transfers according to the terms of various agreements. Books and Records; Consolidated Financial Statements Preparation, collection and updating of books and records by April 1, 2015, in satisfaction of Facility requirements. Preparation of audited financial statements for USC and the Members. Insurance and Claims Management Services related to procurement, maintenance and management of insurance and claims. 01:16393309.1.