Exhibit 4.2


 


FIRST
AMENDMENT TO RIGHTS AGREEMENT


 


This First Amendment, dated as of April 26,
2010 (this “Amendment”), to the Rights Agreement, dated as of February 1,
2008 (the “Rights Agreement”), is made between Tessco Technologies
Incorporated, a Delaware corporation (the “Company”), and Mellon
Investor Services LLC, a New Jersey limited liability company, as rights agent
(the “Rights Agent”).  Capitalized
terms not otherwise defined herein have the meanings given to such terms in the
Rights Agreement.


 


WHEREAS, the Company and the Rights Agent previously entered
into the Rights Agreement for the purpose of specifying the terms and
conditions of the Rights;


 


WHEREAS, Section 27 of the Rights Agreement provides,
among other things, that, until such time as any Person becomes an Acquiring
Person, the Company may make any supplement or amendment to the Rights
Agreement without the approval of the any holders of the Rights Certificates
which the Company may deem necessary or desirable;


 


WHEREAS, no Person has become an Acquiring Person as of the
date hereof;


 


WHEREAS, the Board of Directors of the Company has
determined it is in the best interests of the Company and its stockholders to
amend the Rights Agreement as set forth herein; and


 


WHEREAS, pursuant to its authority under Section 27 of
the Rights Agreement, the Board of Directors of the Company has authorized and
approved this Amendment to the Rights Agreement as of the date hereof.


 


NOW THEREFORE, in consideration of the premises and the
mutual agreements herein set forth in this Amendment, the parties hereby agree
as follows:


 


1.   The Company hereby directs the Rights Agent, in its capacity as
Rights Agent and in accordance with Section 27 of the Rights Agreement, to
execute this Amendment.


 


2.   Clause (i) of Section 7(a) of the Rights Agreement
is hereby amended to read in its entirety as follow:  “the Close of Business on April 26, 2010
(the “Final Expiration Date”),”.


 


3.   This Amendment shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts
made and to be performed entirely within such State, provided, however,
that all provisions regarding the rights, duties and obligations of the Rights
Agent shall be governed by and construed in accordance with the laws of the
State of New York, without regard to the principles or rules concerning
conflicts of laws which might otherwise require application of the substantive
laws of another jurisdiction.


 

















 


4.   This Amendment shall be deemed effective as of April 26,
2010.   Except as otherwise amended hereby, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected hereby.   Notwithstanding anything to the contrary
herein or in the Rights Agreement, each of the Company and the Rights Agent
hereby acknowledges and agrees that at the Close of Business on the Final
Expiration Date (as amended hereby), the Rights Agreement shall terminate and
be of no further force and effect.


 


5.   This Amendment may be executed in counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and both such
counterparts shall together constitute but one and the same instrument.


 


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IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to the Rights Agreement to be duly executed and their
respective corporate seals to be hereunto affixed and attested, all as of the
day and year first above written.


 


 


	
  Attest:

  	
   

  	
  TESSCO
  TECHNOLOGIES INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Aric M. Spitulnik

  	
   

  	
  By:

  	
  /s/
  David M. Young

  
	
   

  	
  Name:
  Aric M. Spitulnik

  	
   

  	
   

  	
  Name:
  David M. Young

  
	
   

  	
  Title:
  VP, Controller

  	
   

  	
   

  	
  Title:
  SVP, CFO

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
  MELLON
  INVESTOR SERVICES LLC, as

  
	
   

  	
   

  	
   

  	
  Rights Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Constance Adams

  	
   

  	
  By:

  	
  /s/
  Jeanette Rocha

  
	
   

  	
  Name:
  Constance Adams

  	
   

  	
   

  	
  Name:
  Jeanette Rocha

  
	
   

  	
  Title:
  Relationship Manager

  	
   

  	
   

  	
  Title:
  Relationship Manager

  



 


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