**Exhibit 4.9****REGISTRATION RIGHTS AGREEMENT**     This Registration Rights Agreement (this “**Agreement**”) is made and entered into as of March 13,2006, by and among TeleCommunication Systems, Inc., a Maryland corporation (the “**Company**”), and theinvestors signatory hereto (each an “**Investor**” and collectively, the “**Investors**”).**BACKGROUND**     This Agreement is made pursuant to the Note Purchase Agreement, dated as of March 13, 2006,among the Company and the Investors (the “**Purchase Agreement**”). In connection with the PurchaseAgreement, the Company has agreed, upon the terms and subject to the conditions of the PurchaseAgreement, (i) to issue and sell on the date hereof to each Investor Secured Notes of the Company,due March 13, 2009 (the “**Notes**”) and (ii) to issue and sell on the date hereof to the Investorswarrants (the “**Warrants**”) to purchase an aggregate of 1,750,002 shares of Common Stock (the“**Warrant Shares**”).**AGREEMENT**     The Company and the Investors hereby agree as follows:     Section 1. Definitions. Capitalized terms used and not otherwise defined herein thatare defined in the Purchase Agreement shall have the meanings given such terms in the PurchaseAgreement. As used in this Agreement, the following terms shall have the respective meanings setforth in this Section 1:     “**Advice**” shall have the meaning set forth in Section 6(d).     “**Effective Date**” means the date that the Registration Statement filed pursuant to Section 2(a)is first declared effective by the Commission.     “**Effectiveness Date**” means the earlier of (i) the 135th day following the date ofthis Agreement with respect to the Warrant Shares or (ii) the tenth Business Day following the datethat the Company is notified, orally or in writing, by the Commission, that the RegistrationStatement is not being reviewed or is not subject to further review or comment by the Commissionstaff.     **“Event”**shall have the meaning set forth in Section 2(b).     **“Event Date”**shall have the meaning set forth in Section 2(b).     “**Filing Date**” means the 45th day following the date of this Agreement with respectto the Warrant Shares.     “**Holder**” or “**Holders**” means the holder or holders, as the case may be, from time to time ofRegistrable Securities.     “**Indemnified Party**” shall have the meaning set forth in Section 5(c).
 

 
     “**Indemnifying Party**” shall have the meaning set forth in Section 5(c).     “**Losses**” shall have the meaning set forth in Section 5(a).     “**Notes**” shall have the meaning set forth in the Background section.     “**Prospectus**” means (i) the prospectus included in a Registration Statement (including, withoutlimitation, a prospectus that includes any information previously omitted from a prospectus filedas part of an effective registration statement in reliance upon Rule 430A promulgated under theSecurities Act), as amended or supplemented by any prospectus supplement, with respect to the termsof the offering of any portion of the Registrable Securities covered by the Registration Statement,and all other amendments and supplements to the Prospectus, including post-effective amendments,and all material incorporated by reference or deemed to be incorporated by reference in suchProspectus and (ii) any “free writing prospectus” as defined in Rule 163 under the Securities Act.     “**Registrable Securities**” means (i) the Warrant Shares, and (ii) any other securities intowhich the Warrant Shares may be reclassified after the date hereof; provided however, that anyRegistrable Securities will cease to be Registrable Securities at such time as they have been soldunder a Registration Statement or pursuant to Rule 144, or otherwise or such time as they areeligible to be sold pursuant to Rule 144(k) promulgated under the Securities Act.     “**Registration Period**” means the period commencing on any applicable Effectiveness Date andending on the earliest of (i) the third anniversary of such Effectiveness Date, (ii) the date onwhich the Holders are able to resell all of their respective Registrable Securities without volumerestrictions pursuant to Rule 144(k) promulgated under the Securities Act, or (iii) the date onwhich all of the Registrable Securities have been sold by the Investors under a RegistrationStatement or pursuant to Rule 144.     “**Registration Statement**” means the registration statement required to be filed in accordancewith Section 2(a), including the Prospectus, amendments and supplements to such registrationstatements or Prospectus, including pre- and post-effective amendments, all exhibits thereto, andall material incorporated by reference or deemed to be incorporated by reference in suchregistration statements.     “**Required Holders**” means (i) the Holders who, together with their respective Affiliates, holda majority of the Registrable Securities at the time of determination, (ii) SRB Management, L.P. aslong as (A) it and its Affiliates, (B) WS Capital Management, L.P. and its Affiliates and (C) WSVentures Management, L.P. and its Affiliates collectively hold or have the right to acquire atleast 50% of the Registrable Securities initially issuable to them under the Purchase Agreement,and (iii) Bonanza Master Fund Ltd. as long as it, together with its Affiliates, holds or has theright to acquire at least 50% of the Registrable Securities initially issuable to them under thePurchase Agreement.     “**Rule 144**” means Rule 144 promulgated by the Commission pursuant to the Securities Act, assuch Rule may be amended from time to time, or any similar rule or regulation hereafter adopted bythe Commission having substantially the same effect as such Rule.
 

 
     “**Rule 415**” means Rule 415 promulgated by the Commission pursuant to the Securities Act, assuch Rule may be amended from time to time, or any similar rule or regulation hereafter adopted bythe Commission having substantially the same effect as such Rule.     “**Rule 424**” means Rule 424 promulgated by the Commission pursuant to the Securities Act, assuch Rule may be amended from time to time, or any similar rule or regulation hereafter adopted bythe Commission having substantially the same effect as such Rule.     **“Selling Shareholder Questionnaire”**shall have the meaning set forth in Section 3(j).     “**Warrants**” shall have the meaning set forth in the Background section.     Section 2. Registration.          (a) On or prior to the Filing Date for the Warrant Shares, the Company shall use itscommercially reasonable efforts to prepare and file with the Commission a Registration Statementcovering the resale of all Registrable Securities for an offering to be made on a continuous basispursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is notthen eligible to register for resale of the Registrable Securities on Form S-3, in which case suchregistration shall be another appropriate form in accordance herewith) and shall contain (unlessotherwise directed by the Holders and except if otherwise required pursuant to comments receivedfrom the Commission upon a review of such Registration Statement or pursuant to judicial and SECinterpretations) substantially the “Plan of Distribution” attached hereto as Annex A. TheCompany shall use its commercially reasonable efforts to cause the Registration Statement to bedeclared effective under the Securities Act as soon as reasonably possible but, in any event, nolater than the applicable Effectiveness Date, and shall use its commercially reasonable efforts tokeep the Registration Statement effective under the Securities Act during the balance of theapplicable Registration Period.          (b) Subject to the last sentence of this Section 2(b), if: (i) a Registration Statement undersubsection (a) above is not filed on or prior to its Filing Date, or (ii) a Registration Statementunder subsection (a) above is not declared effective by the Commission on or prior to its requiredEffectiveness Date, or (iii) after its Effective Date, without regard for the reason thereunder orefforts therefor, such Registration Statement under subsection (a) above ceases for any reason tobe effective and available to the Holders as to all Registrable Securities to which it is requiredto cover at any time prior to the expiration of the Registration Period for more than an aggregateof thirty (30) Trading Days during any 12-month period (which need not be consecutive) (any suchfailure or breach being referred to as an “**Event**,” and for purposes of clauses (i) or (ii) the dateon which such Event occurs, or for purposes of clause (iii) the date which such thirty (30) TradingDay-period is exceeded, being referred to as “**Event Date**”), then, in addition to any other rightsavailable to the Holders under this Agreement or under applicable law, on the earlier of the lastday of each 30-day period after each such Event Date (if the applicable Event shall not have beencured by such date) or on the fifth Trading Day after the applicable Event has been cured, theCompany shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty,equal to their pro rata portion of $50,000 (i.e., the Holders in the aggregate shall be entitled toreceive a penalty totaling $50,000 for each 30-day period); provided that such penalty shall notexceed $600,000 in the aggregate. The liquidated
 

 
damages pursuant to the preceding sentence shall apply and be payable on a pro rata basis forany portion of a 30-day period prior to the cure of an Event and shall cease to accrue (unlessearlier ceased) upon expiration of the Registration Period. Notwithstanding anything to thecontrary in this Section 2(b), the Company shall not be required to make any payments under thisSection 2(b) in the event that the subject Event or Event Date, or the failure to cure such Eventor Event Date, is due to the Company’s postponement (and the Company is hereby permitted topostpone) for a maximum of forty-five (45) days after the initial effectiveness of a RegistrationStatement, by the Company’s furnishing to the Holders a certificate signed by the Chief ExecutiveOfficer of the Company stating the Company (1) is in the process of filing a registration statementor proxy statement with respect to an acquisition or disposition and as a result thereof, theregistration required by this Agreement could be materially detrimental to the Company, provided,however, that the Company may use this right to postpone such filing or effectiveness only onceduring any twelve (12) month period, or (2) has announced that a Change of Control (as defined inthe Notes) has occurred or that the Company has entered into a definitive agreement to effect aChange of Control.          (c) Each Holder agrees to furnish to the Company a completed Questionnaire in the formattached to this Agreement as Annex B (a “Selling Shareholder Questionnaire”) not less thanfive (5) Trading Days prior to the date on which a Registration Statement under this Agreement isto be filed or (if earlier) by the end of the fourth Trading Day following the date on which suchHolder receives draft materials in accordance with this Section. The Company shall not be requiredto include the Registrable Securities of a Holder in a Registration Statement and shall not berequired to pay any liquidated or other damages under Section 2(b) hereof to such Holder who failsto furnish to the Company a fully completed Selling Shareholder Questionnaire as required by thisSection or other information reasonably requested by the Company for compliance with applicableregistration and disclosure requirements.     Section 3. Registration Procedures.     In connection with the Company’s registration obligations hereunder, the Company shall:          (a) Not less than three (3) Trading Days prior to the filing of a Registration Statement orany related Prospectus or any amendment or supplement thereto, the Company shall furnish to theHolders copies of all such documents proposed to be filed, which documents (other than thoseincorporated or deemed to be incorporated by reference) will be subject to the review of suchHolders (and changes (if any) to correct appropriate information about the Holder).          (b) (i) Prepare and file with the Commission such amendments, including post-effectiveamendments, to each Registration Statement and the Prospectus used in connection therewith as maybe necessary to keep such Registration Statement continuously effective as to the applicableRegistrable Securities for the applicable Registration Period; (ii) cause the related Prospectus tobe amended or supplemented by any required Prospectus supplement, and as so supplemented or amendedto be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any commentsreceived from the Commission with respect to each Registration Statement or any amendment thereto;and (iv) comply in all material respects with the provisions of the Securities Act and the ExchangeAct with respect to the Registration
 

 
Statements and the disposition of all Registrable Securities covered by each RegistrationStatement.          (c) Subject to the requirements of applicable law, including, but not limited to, RegulationFD, notify the Holders of Registrable Securities to be sold (which notice shall, pursuant toclauses (ii) through (v) hereof, be accompanied by an instruction to suspend sales made under theProspectus until the requisite changes have been made in the Prospectus) as promptly as reasonablypossible (i) with respect to each Registration Statement or any post-effective amendment, when thesame has become effective; (ii) of any request by the Commission or any other Federal or stategovernmental authority for amendments or supplements to a Registration Statement or Prospectus orfor additional information; (iii) of the issuance by the Commission of any stop order suspendingthe effectiveness of a Registration Statement covering any or all of the Registrable Securities orthe initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of anynotification with respect to the suspension of the qualification or exemption from qualification ofany of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening ofany Proceeding for such purpose; and (v) of the occurrence of any event or passage of time thatmakes the financial statements included in a Registration Statement ineligible for inclusiontherein or any statement made in such Registration Statement or Prospectus or any documentincorporated or deemed to be incorporated therein by reference untrue in any material respect orthat requires any revisions to such Registration Statement, Prospectus or other documents so that,in the case of such Registration Statement or the Prospectus, as the case may be, it will notcontain any untrue statement of a material fact or omit to state any material fact required to bestated therein or necessary to make the statements therein, in light of the circumstances underwhich they were made, not misleading.          (d) Use its commercially reasonable efforts to avoid the issuance of, or, if issued, obtainthe withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii)any suspension of the qualification (or exemption from qualification) of any of the RegistrableSecurities for sale in any jurisdiction, at the earliest practicable moment.          (e) Furnish to each Holder, without charge, at least one conformed copy of each RegistrationStatement and each amendment thereto, including financial statements and schedules, and, to theextent requested by such Holder, all documents incorporated or deemed to be incorporated herein byreference and all exhibits (including those previously furnished) promptly after the filing of suchdocuments with the Commission.          (f) Comply with Rule 172, promptly advise each Holder at any time the Company has notsatisfied the requirements of Rule 172 and promptly deliver to each Holder, without charge, as manycopies of each Prospectus or Prospectuses (including each form of prospectus) and each amendment orsupplement thereto as such Holder may reasonably request in connection with resales by the Holderof Registrable Securities. Subject to the terms of this Agreement, the Company hereby consents tothe use of such Prospectus and each amendment or supplement thereto by each of the selling Holdersin connection with the offering and sale of the Registrable Securities covered by such Prospectusand any amendment or supplement thereto.
 

 
          (g) Prior to any public offering of Registrable Securities by a Holder, use its commerciallyreasonable efforts to register or qualify or cooperate with the selling Holders in connection withthe registration or qualification (or exemption from such registration or qualification) of suchRegistrable Securities for offer and sale under the securities or Blue Sky laws of alljurisdictions within the United States as any Holder reasonably requests in writing, to keep eachsuch registration or qualification (or exemption therefrom) effective during the RegistrationPeriod and to do any and all other acts or things reasonably necessary or advisable to enable thedisposition in such jurisdictions of the Registrable Securities covered by each RegistrationStatement; provided, that the Company shall not be required to qualify generally to do business inany jurisdiction where it is not then so qualified, subject the Company to any material tax in anysuch jurisdiction where it is not then so subject or file a general consent to service of processin any such jurisdiction.          (h) If requested by the Holders, cooperate with the Holders to facilitate the timelypreparation and delivery of certificates representing Registrable Securities to be delivered to atransferee pursuant to the Registration Statements, which certificates shall be free, to the extentpermitted by the Purchase Agreement, of all restrictive legends, and to enable such RegistrableSecurities to be in such denominations and registered in such names as any such Holders mayrequest.          (i) Subject to the requirements of applicable law, including, but not limited to, RegulationFD, upon the occurrence of any event contemplated by Sections 3(c)(ii) through (v), as promptly asreasonably possible under the circumstances, and in the case of Section 3(c)(v) taking into accountthe Company’s good faith assessment of any adverse consequences to the Company and its stockholdersof the premature disclosure of such event, prepare a supplement or amendment, including apost-effective amendment, to the affected Registration Statements or a supplement to the relatedProspectus or any document incorporated or deemed to be incorporated therein by reference, and fileany other required document so that, as thereafter delivered or published, as applicable, neither aRegistration Statement nor such Prospectus will contain an untrue statement of a material fact oromit to state a material fact required to be stated therein or necessary to make the statementstherein, in light of the circumstances under which they were made, not misleading and that theevent that resulted in the suspension of such Prospectus is otherwise cured. If the Companynotifies the Holders in accordance with Sections 3(c)(ii) through (v) to suspend sales made underthe Prospectus until the requisite changes have been made to the then-existing Prospectus, then theHolders shall suspend such sales and/or any use of such Prospectus. The Company will use itscommercially reasonable efforts to ensure that sales under the Prospectus and/or the use of theProspectus may be resumed as promptly as is practicable.          (j) Discontinued Disposition. Each Holder agrees by its acquisition of suchRegistrable Securities that, upon receipt of a notice from the Company of the occurrence of anyevent of the kind described in Section 3(c), such Holder will forthwith discontinue disposition ofsuch Registrable Securities under the Registration Statement until such Holder is advised inwriting (the “Advice”) by the Company that sales may be resumed and/or the use of the applicableProspectus may be resumed, and, in either case, has received copies of any additional orsupplemental filings that are incorporated or deemed to be incorporated by reference in such
 

 
Prospectus or Registration Statement. The Company may provide appropriate stop orders toenforce the provisions of this paragraph.     Section 4. Registration Expenses. All fees and expenses of the Company incident to theperformance of or compliance with this Agreement by the Company shall be borne by the Company,whether or not any Registrable Securities are sold pursuant to a Registration Statement, includingwithout limitation all registration, listing, and qualifications fees, printers and accountingfees, and fees and disbursements of counsel for the Company.     Section 5. Indemnification.          (a) Indemnification by the Company. The Company shall, notwithstanding any terminationof this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents,investment advisors, partners, members and employees of each of them, each Person who controls anysuch Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the ExchangeAct) and the officers, directors, agents and employees of each such controlling Person, to thefullest extent permitted by applicable law, from and against any and all losses, claims, damages,liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses(collectively, “Losses”) arising out of or relating to any untrue or alleged untrue statement of amaterial fact contained in any Registration Statement, any Prospectus or any form of prospectus orin any amendment or supplement thereto or in any preliminary prospectus, or arising out of orrelating to any omission or alleged omission of a material fact required to be stated therein ornecessary to make the statements therein (in the case of any Prospectus or form of prospectus orsupplement thereto, in light of the circumstances under which they were made) not misleading,except to the extent, but only to the extent, that (1) such untrue statements or omissions arebased solely upon information regarding such Holder furnished in writing to the Company by suchHolder expressly for use therein, or to the extent that such information relates to such Holder orsuch Holder’s proposed method of distribution of Registrable Securities and was reviewed andapproved in writing by such Holder expressly for use in the Registration Statement, such Prospectusor such form of Prospectus or in any amendment or supplement thereto (it being understood that theHolder has approved Annex A hereto for this purpose) or (2) in the case of an occurrence ofan event of the type specified in Section 3(c)(ii) through (v), sales by such Holder under anoutdated or defective Prospectus after the Company has notified such Holder in writing that theProspectus is outdated or defective and prior to the receipt by such Holder of the Advicecontemplated in Section 6(d) and provided that a corrected prospectus would have avoided suchLosses. The Company shall notify the Holders promptly of the institution, threat or assertion ofany Proceeding of which the Company is aware arising from or in connection with the transactionscontemplated by this Agreement.          (b) Indemnification by Holders. Each Holder shall, severally and not jointly,indemnify and hold harmless the Company, its directors, officers, agents and employees, each Personwho controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 ofthe Exchange Act), and the directors, officers, agents or employees of such controlling Persons, tothe fullest extent permitted by applicable law, from and against all Losses to the extent arisingout of or relating to: (i) such Holder’s failure to comply with the prospectus deliveryrequirements of the Securities Act after being advised by the Company that it has not satisfied theconditions of Rule 172 and that such Holder is, as a consequence, required to deliver
 

 
a prospectus in connection with any disposition of Registrable Securities and has provided theHolder with a current prospectus to be used in connection with any such dispositions or (ii) anyuntrue statement of a material fact contained in any Registration Statement, any Prospectus, or anyform of prospectus, or in any amendment or supplement thereto, or arising out of or relating to anyomission or alleged omission of a material fact required to be stated therein or necessary to makethe statements therein not misleading to the extent, but only to the extent that, (1) such untruestatements or omissions are based upon information regarding such Holder furnished in writing tothe Company by such Holder expressly for use therein, or to the extent that such informationrelates to such Holder or such Holder’s proposed method of distribution of Registrable Securitiesand was reviewed and approved in writing by such Holder expressly for use in the RegistrationStatement (it being understood that the Holder has approved Annex A hereto for thispurpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or(2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii) through (v),sales by such Holder under an outdated or defective Prospectus after the Company has notified suchHolder in writing that the Prospectus is outdated or defective and prior to the receipt by suchHolder of the Advice contemplated in Section 6(d) and provided that a corrected prospectus wouldhave avoided such Losses. In no event shall the liability of any selling Holder hereunder begreater in amount than the dollar amount of the net proceeds received by such Holder upon the saleof the Registrable Securities giving rise to such indemnification obligation.          (c) Conduct of Indemnification Proceedings. If any Proceeding shall be brought orasserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), suchIndemnified Party shall promptly notify the Person from whom indemnity is sought (the “IndemnifyingParty”) in writing, and the Indemnifying Party shall have the right to participate in, and, to theextent the Indemnifying Party so desires, assume the defense thereof, including the employment ofcounsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expensesincurred in connection with defense thereof; provided, that the failure of any Indemnified Party togive such notice shall not relieve the Indemnifying Party of its obligations or liabilitiespursuant to this Agreement, except to the extent that the Indemnifying Party is prejudiced by suchfailure, including impairment in its ability to defend such action.     An Indemnified Party shall have the right to employ separate counsel in any such Proceedingand to participate in the defense thereof, but the fees and expenses of such counsel shall be atthe expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed inwriting to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly toassume the defense of such Proceeding and to employ counsel reasonably satisfactory to suchIndemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding(including any impleaded parties) include both such Indemnified Party and the Indemnifying Party,and such Indemnified Party shall reasonably believe based upon the advice of counsel that aconflict of interest is likely to exist if the same counsel were to represent such IndemnifiedParty and the Indemnifying Party (in which case, if such Indemnified Party notifies theIndemnifying Party in writing that it elects to employ separate counsel at the expense of theIndemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereofand such counsel shall be at the expense of the Indemnifying Party; provided, however, that in theevent one or more Investors is a party to such Proceeding, the Company shall only be required topay the expenses of one law firm serving as counsel to such Investors, unless and to
 

 
the extent that such Investors have been advised by counsel that a conflict of interest islikely to exist if the same counsel were to represent such Investor on a particular issue). TheIndemnifying Party shall not be liable for any settlement of any such Proceeding effected withoutits written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall,without the prior written consent of the Indemnified Party, effect any settlement of any pendingProceeding in respect of which any Indemnified Party is a party, unless such settlement includes anunconditional release of such Indemnified Party from all liability on claims that are the subjectmatter of such Proceeding. The Indemnified Party shall cooperate fully with the Indemnifying Partyin connection with any negotiation or defense of any such Proceeding by the Indemnifying Party andshall furnish to the Indemnifying Party all information reasonably available to the IndemnifiedParty that relates to such Proceeding.     Subject to the terms of this Agreement, all reasonable fees and expenses of the IndemnifiedParty subject to indemnification under Section 5(a) (including reasonable fees and expenses to theextent incurred in connection with investigating or preparing to defend such Proceeding in a mannernot inconsistent with these Sections) shall be paid to the Indemnified Party, as incurred, withinten (10) Trading Days of written notice thereof to the Indemnifying Party (provided, that theIndemnifying Party may require such Indemnified Party to undertake to reimburse all such fees andexpenses to the extent it is finally judicially determined that such Indemnified Party is notentitled to indemnification hereunder).          (d) Contribution. In the event that indemnification under Section 5(a) or 5(b) isunavailable to or insufficient to hold harmless an Indemnified Party for any Losses (by reason ofunenforceability due to public policy or otherwise), then each Indemnifying Party shall contributeto the amount paid or payable by such Indemnified Party as a result of such Losses, in suchproportion as is appropriate to reflect the relative fault of the Indemnifying Party andIndemnified Party in connection with the actions, statements or omissions that resulted in suchLosses as well as any other relevant equitable considerations. The relative fault of suchIndemnifying Party and Indemnified Party shall be determined by reference to, among other things,whether any action in question, including any untrue or alleged untrue statement of a material factor omission or alleged omission of a material fact, has been taken or made by, or relates toinformation supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relativeintent, knowledge, access to information and opportunity to correct or prevent such action,statement or omission. The amount paid or payable by a party as a result of any Losses shall bedeemed to include, subject to the limitations set forth in Section 5(c), any reasonable attorneys’or other reasonable fees or expenses incurred by such party in connection with any Proceeding tothe extent such party would have been indemnified for such fees or expenses if the indemnificationprovided for in this Section was available to such party in accordance with its terms.     The parties hereto agree that it would not be just and equitable if contribution pursuant tothis Section 5(d) were determined by pro rata allocation or by any other method of allocation thatdoes not take into account the equitable considerations referred to in the immediately precedingparagraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required tocontribute, in the aggregate, any amount in excess of the amount by which the proceeds actuallyreceived by such Holder from the sale of the Registrable Securities subject to the Proceedingexceeds the amount of any damages that such Holder has otherwise been required to pay by
 

 
reason of such untrue or alleged untrue statement or omission or alleged omission or otherevent under 5(a) or 5(b), as the case may be, to which such contribution applies.     The indemnity and contribution agreements contained in this Section are in addition to anyliability that the Indemnifying Parties may have to the Indemnified Parties.     Section 6. Miscellaneous.          (a) Remedies. In the event of a breach by the Company or by a Holder, of any of theirobligations under this Agreement, each Holder or the Company, as the case may be, in addition tobeing entitled to exercise all rights granted by law and under this Agreement, including recoveryof damages, will be entitled to specific performance of its rights under this Agreement. TheCompany and each Holder agree that monetary damages would not provide adequate compensation for anylosses incurred by reason of a breach by it of any of the provisions of this Agreement and herebyfurther agree that, in the event of any action for specific performance in respect of such breach,it shall waive the defense that a remedy at law would be adequate.          (b) No Piggyback on Registrations. Neither the Company nor any of its securityholders (other than the Holders in such capacity pursuant hereto) may include securities of theCompany in the Registration Statement other than the Registrable Securities in accordance with theterms of the Notes, and the Company shall not after the date hereof enter into any agreementproviding any such right to any of its security holders.          (c) Compliance. Each Holder covenants and agrees that (i) it will comply with theprospectus delivery requirements of the Securities Act as applicable to it in connection with salesof Registrable Securities pursuant to the Registration Statement; and (ii) it has no present plan,intention or understanding and has made no arrangement to sell the Registrable Securities at anypredetermined time or for any predetermined price (other than such Holder’s right to sell theRegistrable Securities pursuant to a Registration Statement filed pursuant hereto).          (d) Piggy-Back Registrations. If at any time during the Effectiveness Period there isnot an effective Registration Statement covering all of the Registrable Securities then requiredhereunder to be registered at such time and the Company shall determine to prepare and file withthe Commission a registration statement relating to an offering for its own account or the accountof others under the Securities Act of any of its equity securities, other than on Form S-4 or FormS-8 (each as promulgated under the Securities Act) or their then equivalents relating to equitysecurities to be issued solely in connection with any acquisition of any entity or business orequity securities issuable in connection with stock option or other employee benefit plans, thenthe Company shall send to each Holder written notice of such determination and, if within 15 daysafter receipt of such notice, any such Holder shall so request in writing, the Company shallinclude in such registration statement all or any part of such Registrable Securities (not alreadycovered by an effective Registration Statement) such holder requests to be registered, subject tocustomary underwriter cutbacks applicable to holders of registration rights and subject torestrictions in prior registration agreements.
 

 
          (e) Amendments and Waivers. No provision of this Agreement may be waived or amendedand waivers or consents to departures from the provisions hereof may not be given except in awritten instrument signed by the Company and the all of the Purchasers, except that in the eventthat any Purchaser no longer holds any portion of the Notes purchased pursuant to the PurchaseAgreement, then the written instrument shall be signed by the Company and the Required Holders. Nowaiver of any default with respect to any provision, condition or requirement of this Agreementshall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or awaiver of any other provision, condition or requirement hereof, nor shall any delay or omission ofeither party to exercise any right hereunder in any manner impair the exercise of any such right.Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof withrespect to a matter that relates exclusively to the rights of one or more Holders and that does notdirectly or indirectly affect the rights of other Holders may be given by Holders to which suchwaiver or consent relates; provided, however, that the provisions of this sentence may not beamended, modified, or supplemented except in accordance with the provisions of the immediatelypreceding sentence.          (f) Notices. Any and all notices or other communications or deliveries required orpermitted to be provided hereunder shall be delivered as set forth in the Purchase Agreement.          (g) Successors and Assigns. This Agreement shall inure to the benefit of and bebinding upon the successors and permitted assigns of each of the parties and shall inure to thebenefit of each Holder. The Company may not assign its rights or obligations hereunder without theprior written consent of each Holder of then-outstanding Registrable Securities. Each Holder mayassign their respective rights hereunder in the manner and to the Persons as permitted under thePurchase Agreement.          (h) Execution and Counterparts. This Agreement may be executed in any number ofcounterparts, each of which when so executed shall be deemed to be an original and, all of whichtaken together shall constitute one and the same Agreement. In the event that any signature isdelivered by facsimile transmission, such signature shall create a valid binding obligation of theparty executing (or on whose behalf such signature is executed) the same with the same force andeffect as if such facsimile signature were the original thereof.          (i) Governing Law. All questions concerning the construction, validity, enforcementand interpretation of this Agreement shall be governed by and construed and enforced in accordancewith the internal laws of the State of New York, without regard to the principles of conflicts oflaw thereof. Each party agrees that all Proceedings to resolve any dispute concerning theinterpretations, enforcement and defense of the transactions contemplated by this Agreement(whether brought against a party hereto or its respective Affiliates, employees or agents) shall becommenced exclusively in the state and federal courts sitting in the City of New York, Borough ofManhattan (the “New York Courts”) although depositions may be taken in other places. Each partyhereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for theadjudication of any dispute hereunder or in connection herewith or with any transactioncontemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert inany Proceeding, any claim that it is not personally subject to the jurisdiction of any New YorkCourt, or that such Proceeding has been commenced in an
 

 
improper or inconvenient forum. Each party hereto hereby irrevocably waives personal serviceof process and consents to process being served in any such Proceeding by mailing a copy thereofvia registered or certified mail or overnight delivery (with evidence of delivery) to such party atthe address in effect for notices to it under this Agreement and agrees that such service shallconstitute good and sufficient service of process and notice thereof. Nothing contained hereinshall be deemed to limit in any way any right to serve process in any manner permitted by law. Eachparty hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any andall right to trial by jury in any Proceeding arising out of or relating to this Agreement or thetransactions contemplated hereby. If either party shall commence a Proceeding to enforce anyprovisions of this Agreement, then the prevailing party in such Proceeding shall be reimbursed bythe other party for its attorney’s fees and other costs and expenses incurred with theinvestigation, preparation and prosecution of such Proceeding.          (j) Cumulative Remedies. The remedies provided herein are cumulative and not exclusiveof any remedies provided by law.          (k) Severability. If any term, provision, covenant or restriction of this Agreement isheld by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, theremainder of the terms, provisions, covenants and restrictions set forth herein shall remain infull force and effect and shall in no way be affected, impaired or invalidated, and the partieshereto shall use their reasonable efforts to find and employ an alternative means to achieve thesame or substantially the same result as that contemplated by such term, provision, covenant orrestriction. It is hereby stipulated and declared to be the intention of the parties that theywould have executed the remaining terms, provisions, covenants and restrictions without includingany of such that may be hereafter declared invalid, illegal, void or unenforceable.          (l) Headings. The headings in this Agreement are for convenience of reference only andshall not limit or otherwise affect the meaning hereof.          (m) Independent Nature of Holders’ Obligations and Rights. The obligations of eachHolder hereunder are several and not joint with the obligations of any other Holder hereunder, andno Holder shall be responsible in any way for the performance of the obligations of any otherHolder hereunder. The decision of each Holder to acquire Registrable Securities pursuant to theTransaction Documents has been made independently of any other Holder. Nothing contained herein orin any other agreement or document delivered at any closing, and no action taken by any Holderpursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, anassociation, a joint venture or any other kind of entity, or create a presumption that the Holdersare in any way acting in concert with respect to such obligations or the transactions contemplatedby this Agreement. Each Holder acknowledges that no other Holder has acted as agent for such Holderin connection with making its investment hereunder and that no Holder will be acting as agent ofsuch Holder in connection with monitoring its investment in the Securities or enforcing its rightsunder the Transaction Documents. Each Holder shall be entitled to protect and enforce its rights,including without limitation the rights arising out of this Agreement, and it shall not benecessary (but may be permissible) for any other Holder to be joined as an additional party in anyProceeding for such purpose.
 

 
*(Signatures begin on the next page.)*
 

 
     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of thedate first written above.       **TELECOMMUNICATION SYSTEMS, INC.**            /s/ Thomas M. Brandt, Jr.            Name: Thomas M. Brandt, Jr.       Title: Senior Vice President and Chief Financial Officer  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK