**EXHIBIT10.1**

##### **ASSET PURCHASE AGREEMENT**

 

## **DATEDAS OF APRIL 5, 2006**

**BY AND AMONG**

**TERRAWAVE SOLUTIONS, LTD.AND**

**GIGAWAVE TECHNOLOGIES, LTD.**

**SELLERS**

**AND**

**TESSCO INCORPORATED**

**AND**

**GW SERVICE SOLUTIONS, INC.**

**PURCHASERS**

**AND**

**TESSCO TECHNOLOGIES INCORPORATED**

**GUARANTOR**

 

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**TABLE OF CONTENTS**
|                                                                          | ** ** | **Page**   |
|--------------------------------------------------------------------------|------------|------------|
| **Recitals**                                                             |       | 1          |
| ** **                                                               |       |       |
| **Article 1. Definitions**                                               |       | 1          |
| ** **                                                               | ** ** | ** ** |
| **Article 2. Terms of Purchase  and Sale**                               |       | 13         |
| Section 2.1: Purchase  and Sale                                          |       | 13         |
| Section 2.2: Excluded  Assets                                            |       | 14         |
| Section 2.3: Purchase  Price and Payment                                 |       | 15         |
| Section 2.4: Final  Determination and Payment of Net Current Asset Value |       | 16         |
| Section 2.5: Assumed  Liabilities and Retained Liabilities               |       | 17         |
| Section 2.6: Recoupment  of Prepaid Purchase Price                       |       | 19         |
| Section 2.7: Closing                                                     |       | 20         |
| Section 2.8: Purchase Price  Allocation                                  |       | 20         |
|                                                                     |       |       |
| **Article 3. Contingent Purchase  Price Payments**                       |       | 21         |
| Section 3.1:  Installment Payments                                       |       | 21         |
| Section 3.2: NPC  Earnout Payments                                       |       | 21         |
| Section 3.3: Broadband  NPC Payments                                     |       | 22         |
| Section 3.4: Maximum  Contingent Purchase Price Payments                 |       | 23         |
| Section 3.5: Officers’  Certificates                                |       | 23         |
| Section 3.6: Payments                                                    |       | 23         |
|                                                                     |       |       |
| **Article 4. Representations and  Warranties of Sellers**                |       | 23         |
| Section 4.1: Power and  Authority; Effect of Agreement                   |       | 23         |
| Section 4.2:  Governmental Consents                                      |       | 24         |
| Section 4.3: Litigation                                                  |       | 24         |
| Section 4.4: Title to  Assets                                            |       | 24         |
| Section 4.5: Inventory                                                   |       | 25         |
| Section 4.6: Accounts  Receivable                                        |       | 25         |
| Section 4.7: Accounts  Payable                                           |       | 25         |
| Section 4.8:  Intellectual Property Rights                               |       | 25         |
| Section 4.9:  Sufficiency and Condition of Assets                        |       | 26         |
| Section 4.10: Financial  Statements                                      |       | 26         |
| Section 4.11: Absence  of Undisclosed Liabilities                        |       | 26         |
| Section 4.12: Absence  of Certain Changes or Events                      |       | 26         |
| Section 4.13:  Commitments                                               |       | 27         |
| Section 4.14:  Facilities Lease                                          |       | 28         |
| Section 4.15:  Transactions with Related Parties                         |       | 28         |
| Section 4.16:  Compliance With Laws                                      |       | 28         |
| Section 4.17: Taxes                                                      |       | 29         |
| Section 4.18:  Environmental Matters                                     |       | 29         |
| Section 4.19: Labor and Employment Matters                               |       | 30         |

 

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| Section 4.20: Employee  Benefit Plans                                   |   | 30     |
|-------------------------------------------------------------------------|--------|--------|
| Section 4.21: Bulk  Transfer Laws                                       |   | 31     |
| Section 4.22: No  Brokers or Finders                                    |   | 31     |
| Section 4.23: No  Material Misstatements or Omissions                   |   | 31     |
|                                                                    |   |   |
| **Article 5. Representations and  Warranties of Purchasers and TESSCO** |   | 31     |
| Section 5.1: Power and  Authority; Effect of Agreement                  |   | 31     |
| Section 5.2:  Governmental Consents                                     |   | 32     |
| Section 5.3: Litigation                                                 |   | 32     |
| Section 5.4: No Brokers  or Finders                                     |   | 33     |
| Section 5.5: No  Material Misstatements or Omissions                    |   | 33     |
|                                                                    |   |   |
| **Article 6. Additional Covenants  of Sellers**                         |   | 33     |
| Section 6.1: Cooperation  by Sellers                                    |   | 33     |
| Section 6.2: Interim  Financial Statements                              |   | 33     |
| Section 6.3: Conduct of  Business                                       |   | 33     |
| Section 6.4: Access                                                     |   | 34     |
| Section 6.5: No  Solicitation of Transactions                           |   | 34     |
| Section 6.6: Books and  Records; Personnel                              |   | 35     |
| Section 6.7: Further Assurances                                         |   | 35     |
| Section 6.8: Inventory  Transition                                      |   | 36     |
| Section 6.9: A/R and  A/P Transition                                    |   | 36     |
| Section 6.10: Tax  Clearances                                           |   | 36     |
| Section 6.11: Name  Changes                                             |   | 36     |
|                                                                    |   |   |
| **Article 7. Additional Covenants  of Purchasers and TESSCO**           |   | 36     |
| Section 7.1: Cooperation  by Purchasers and TESSCO                      |   | 37     |
| Section 7.2: Books and  Records; Personnel                              |   | 37     |
| Section 7.3:  Maintaining Earn-out Opportunity                          |   | 37     |
| Section 7.4: Further  Assurances                                        |   | 37     |
|                                                                    |   |   |
| **Article 8. Employee Matters**                                         |   | 38     |
| Section 8.1: Offers to  Sellers’ Employees                         |   | 38     |
| Section 8.2: Preclosing  Employee Expenses                              |   | 38     |
|                                                                    |   |   |
| **Article 9. Conditions to  Obligations of Purchasers and TESSCO**      |   | 38     |
| Section 9.1: Representations, Warranties and Covenants of Sellers       |   | 38     |
| Section 9.2: No  Prohibition                                            |   | 38     |
| Section 9.3: Documents                                                  |   | 38     |
| Section 9.4: Employment  Agreements                                     |   | 38     |
| Section 9.5: Required  Consents                                         |   | 39     |
| Section 9.6: Tax  Clearances                                            |   | 39     |
| Section 9.7: Required  SKU Information                                  |   | 39     |
| Section 9.8: No Material Adverse Change                                 |   | 39     |

 

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| **Article 10. Conditions to Obligations of Sellers**                              |   | 39     |
|-----------------------------------------------------------------------------------|--------|--------|
| Section 10.1:  Representations, Warranties and Covenants of Purchasers and TESSCO |   | 39     |
| Section 10.2: No  Prohibition                                                     |   | 39     |
| Section 10.3: Documents                                                           |   | 39     |
| Section 10.4:  Employment Agreements                                              |   | 39     |
|                                                                              |   |   |
| **Article 11. Termination Before  Closing**                                       |   | 40     |
| Section 11.1:  Termination                                                        |   | 40     |
| Section 11.2: Effect on  Obligations                                              |   | 40     |
|                                                                              |   |   |
| **Article 12. Indemnification**                                                   |   | 40     |
| Section 12.1:  Indemnification by Sellers                                         |   | 40     |
| Section 12.2:  Indemnification by Purchasers and TESSCO                           |   | 41     |
| Section 12.3: Notice of  Claims                                                   |   | 41     |
| Section 12.4:  Third-Person Claims                                                |   | 42     |
| Section 12.5: Time  Limits on Assertion of Claims                                 |   | 43     |
| Section 12.6:  Limitations on Indemnification                                     |   | 43     |
| Section 12.7: Express  Negligence Acknowledgement                                 |   | 44     |
|                                                                              |   |   |
| **Article 13. Dispute Resolution**                                                |   | 45     |
| Section 13.1:  Negotiation and Good-Faith Resolution                              |   | 45     |
| Section 13.2:  Arbitration                                                        |   | 45     |
| Section 13.3:  Injunctive Relief                                                  |   | 45     |
|                                                                              |   |   |
| **Article 14. Miscellaneous**                                                     |   | 45     |
| Section 14.1: Certain  Rules of Construction                                      |   | 45     |
| Section 14.2: Entire  Agreement                                                   |   | 46     |
| Section 14.3:  Successors and Assigns                                             |   | 46     |
| Section 14.4:  Modification and Waiver                                            |   | 46     |
| Section 14.5: Expenses                                                            |   | 46     |
| Section 14.6:  Third-Party Beneficiaries                                          |   | 46     |
| Section 14.7: Notices                                                             |   | 47     |
| Section 14.8: Governing  Law                                                      |   | 48     |
| Section 14.9: Public  Announcements                                               |   | 48     |
| Section 14.10:  Counterparts                                                      |   | 48     |
|                                                                              |   |   |
| **Exhibits:**                                                                     |   |   |
| A — Assumption Agreement                                                     |   |   |
| B — Bill of Sale and  Instrument of Assignment                               |   |   |
| C — Form of Copyright  Assignment                                            |   |   |
| D —Employment Agreements:                                                    |   |   |
| D-1 — Marco  Employment Agreement                                            |   |   |

 

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| D-2 — Burke Employment  Agreement                                        |   |   |
|-------------------------------------------------------------------------------|--------|--------|
| D-3 — Sablatura  Employment Agreement                                    |   |   |
| D-4 — Snow  Employment Agreement                                         |   |   |
| E — Assignment  of Lease                                                 |   |   |
| F — Definition  of “Net Profit Contribution” and Related Terms |   |   |
| G — Purchasers  Certificate                                              |   |   |
| H — Sellers Certificate                                                  |   |   |
| I —Trademark  Assignments:                                               |   |   |
| I-1 — Assignment  of TerraWave Trademark                                 |   |   |
| I-2 — Assignment  of GigaWave Trademark                                  |   |   |
| **Schedules:**                                                                |   |   |
| Schedule 1.98:  Required Consents                                             |   |   |
| Schedule 2.2:  Certain Excluded Assets                                        |   |   |
| Schedule 2.5(a):  Certain Assumed Liabilities                                 |   |   |
| Schedule 2.5(c):  Certain Retained Liabilities                                |   |   |
|                                                                          |   |   |
| **Disclosure Schedule**                                                       |   |   |

 

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**ASSET PURCHASE AGREEMENT**

**THIS ASSET PURCHASE AGREEMENT**is made as of the 5th day of April, 2006, by and among **TERRAWAVE SOLUTIONS, LTD.**, a Texas limited partnership (“**TerraWave**”), and **GIGAWAVE TECHNOLOGIES, LTD.**, a Texas limited partnership (“**GigaWave**”) (each “**Seller**” and together “**Sellers**”);**TESSCO INCORPORATED**, aDelaware corporation (“**TESSCOInc.**”), and **GW SERVICE SOLUTIONS,INC.**, a Delaware corporation (“**GSS**”) (each “**Purchaser**” and together “**Purchasers**”), and**TESSCO TECHNOLOGIES INCORPORATED**, a Delaware corporation (“**TESSCO**”).

## **Recitals**

A.            TerraWave is a value-addeddistributor and manufacturer specializing in providing 2.4 GHz and 5 GHzwireless local area network (“**WLAN**”)solutions to resellers and end users. GigaWave is a provider of innovativetraining services, curriculum development, and certification programs for theWLAN industry. The sole general partner of TerraWave and GigaWave is CCCSManagement, LLC, a Texas limited liability company, which in turn is owned byChristopher N. Marco (“**Marco**”), CarterJ. Burke (“**Burke**”), Charles A. Sablatura (“**Sablatura**”), and Stephen R. Snow (“**Snow**”)(each a “**Key Executive**”). All of the limitedpartnership interests in TerraWave and GigaWave are owned by the KeyExecutives.

B.            Sellers desire to sell and transferto Purchasers, and Purchasers desire to purchase and acquire from Sellers,substantially all of the assets used in the businesses currently conducted bySellers (the “**Acquired Businesses**”)on the terms and subject to the conditions set forth herein. In particular, TESSCO Inc. wishes to acquiresubstantially all of the assets used in the businesses currently conducted byTerraWave, and GSS wishes to acquire substantially all of the assets used inthe businesses currently conducted by GigaWave.

C.            TESSCOInc. is a wholly-owned subsidiary of TESSCO,and GSS is an indirect, wholly-owned subsidiary of TESSCO. Accordingly, TESSCOwill derive a substantial economic benefit from the transaction. TESSCO has, therefore, guaranteed theobligations of Purchasers hereunder pursuant to a Guaranty Agreement of evendate herewith (the “**TESSCOGuaranty**”).

**NOW, THEREFORE**,in consideration of the foregoing premises and the mutual representations,warranties, covenants, and agreements hereinafter set forth, and other good andvaluable consideration the receipt and sufficiency of which the parties herebyacknowledge, the parties intending to be legally bound hereby agree as follows:

## **Article 1.       Definitions****.**

Asused in this Agreement, the following terms have the meanings ascribed to themin this Article:

1.1           “**AAA**” has themeaning ascribed to it in section 13.2.

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1.2           “**AccountsReceivable**” means all trade accounts receivable of either Seller(regardless of age) relating to the Acquired Business, other than accountsreceivable owing by any employee, officer, director, or partner of eitherSeller.

1.3           “**Accrued Vacation Expense**”means vacation pay accrued as of theClosing Date to Hired Employees to the extent set forth in a separate scheduleagreed upon between Sellers and Purchasers.

1.4           “**AcquiredAssets**” has the meaning ascribed to it in section 2.1.

1.5           “**AcquiredBusinesses**” has the meaning ascribed to it in the Recitals.

1.6           “**Affiliate**”of a person means (i) any other person who, directly or indirectly, Controls,or is Controlled by, or is under common Control with, such person or (ii) inthe case of an individual, any other individual related by blood, marriage, oradoption to such individual.

1.7           “**Agreement**”means this Agreement, including the Disclosure Schedule and all exhibits, schedules,and annexes hereto or thereto, as the same may from time to time be amended ormodified by agreement of all of the parties.

1.8           “**AssumedLiabilities**” has the meaning ascribed to it in section 2.5(a).

1.9           “**AssumptionAgreement**” means the Assumption Agreement by Purchasers relating tothe Assumed Liabilities in the form attached hereto as ***Exhibit A***.

1.10         “**Base Amount**”has the meaning ascribed to it in section 2.3.

1.11         “**Base Broadband NPC**”has the meaning ascribed to it in section 3.3(b).

1.12         “**Billof Sale**” means the Bill of Sale and Instrument of Assignment in theform attached hereto as ***ExhibitB***.

1.13         “**Booksand Records**” means all of the following (whether in written,electronic, or other form): (i) all books, records, files, information, and dataarising out of or relating to any of the Acquired Businesses or any of theAcquired Assets (other than items constituting Retained Books and Records),including all lists of and information concerning past and present customersand suppliers, all mailing lists, all vendor contracts and records, and allproduct plans and specifications and other information concerning products(whether existing or currently planned or under development), and (ii) copiesof personnel records and files relating to employees of either Seller who arehired by Purchasers or TESSCO as contemplated by section 8.1.

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1.14         “**Broadband Business**”means TESSCO’s existing broadbandbusiness as such business is conducted after the Closing Date.

1.15         “**Broadband NPC**”for any period means Net Profit Contribution derived for such period from theBroadband Business.

1.16         “**Broadband NPC Payment**”has the meaning ascribed to it in section 3.3(a).

1.17         “**BulkTransfer Laws**” has the meaning ascribed to it in section 4.21.

1.18         “**BusinessDay**” means any day other than a (i) Saturday, (ii) Sunday or (iii)day on which banks in Baltimore, Maryland or San Antonio, Texas are required tobe closed.

1.19         “**ClaimExpenses**” means any and all expenses reasonably incurred inconnection with investigating, defending, or asserting any claim, action, suit,or proceeding incident to any matter indemnified against hereunder (includingcourt filing fees, court costs, arbitration fees or costs, witness fees, andreasonable fees and disbursements of legal counsel, investigators, expertwitnesses, consultants, accountants, and other professionals).

1.20         “**ClaimNotice**” has the meaning ascribed to it in section 12.3(a).

1.21         “**ClaimRights**” means, collectively, all causes of action, judgments,claims, indemnity rights, or similar rights (including rights arising underexpress or implied warranties with respect to Inventory or Equipment acquiredby Purchasers hereunder) that arise out of or otherwise relate to any of theAcquired Businesses or the Contract Rights or other Acquired Assets (butexcluding any such cause of action, judgment, claim, indemnity right, orsimilar right to the extent that it relates to the Excluded Assets or theRetained Liabilities). “Claim Rights” expressly includes all Sparco ClaimRights to the extent that such rights are based on actions by any of the SparcoParties taken or occurring on or after the Closing Date.

1.22         “**Closing**”means the closing of the transactions contemplated by this Agreement, asdescribed in section 2.6.

1.23         “**ClosingDate**” means the date on which Closing occurs as provided in section 2.6.

1.24         “**ClosingDate A/P Report**” has the meaning ascribed to it in section 4.7.

1.25         “**ClosingDate A/R Report**” has the meaning ascribed to it in section 4.6.

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1.26         “**ClosingDate Inventory Report**” has the meaning ascribed to it in section 4.5.

1.27         “**ClosingDate Payment**” has the meaning ascribed to it in section 2.3(a).

1.28         “**ClosingDocument**” means any of (i) the Assumption Agreement, (ii) the Billof Sale, (iii) the Copyright Assignments, (iv) the Employment Agreements, (v)the Lease Assignment, (vi) the Trademark Assignments, (vii) the PurchasersCertificate, or (viii) the Sellers Certificate, and “**Closing Documents**” means all of the foregoing.

1.29         “**Code**”means the Internal Revenue Code of 1986, as amended.

1.30         “**CombinedNPC**” for any period means the sum of Private Brand NPC, Wi-Fi NPC,and Training NPC for such period.

1.31         “**Commercially ReasonableEfforts**” means efforts that a reasonable business person desirous ofachieving a result would use in similar circumstances to achieve that result asexpeditiously as possible; provided, however, such efforts will not be deemedto require a person to undertake extraordinary or unreasonable measures,including the payment of amounts in excess of normal and usual filing fees,processing fees, or other payments with respect to any contract, agreement, orlegally binding commitment or contractual obligation that are significant inthe context of such contract, agreement, or legally binding commitment or contractualobligation.

1.32         “**Commitment**”means any contract, agreement, or legally binding commitment or contractualobligation (whether or not in writing) or any lease of real or personalproperty, including any and all amendments to any of the foregoing, to whicheither Seller is a party, or by which either Seller or any of the AcquiredAssets is bound, that relates to or affects the Acquired Businesses or theAcquired Assets, including the Facilities Lease, Customer Contracts, SupplierContracts, the Equipment Leases, the License Agreements, and contracts with andcommitments to any of either Seller’s employees.

1.33         “**ConfidentialityAgreement**” means the Reciprocal Confidentiality Agreement datedMarch 23, 2005 between Sellers and TESSCO.

1.34         “**Contamination**”means the emission, discharge, or release, or threatened emission, discharge,or release, of any Hazardous Substance to, on, onto, or into the environmentand the effects of such emission, discharge, release, or threatened emission,discharge, or release, including the presence, existence, or threat of any suchHazardous Substance.

1.35         “**ContractRights**” means all rights of either Seller (including rights to or inrespect of any deposits, prepayments, or advances) arising out of: (i) CustomerContracts, Supplier Contracts, the Facilities Lease, the Equipment Leases, andthe License Agreements; (ii) any nondisclosure, nonsolicitation, ownership ofinventions, or similar

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agreement with any Hired Employee; (iii) any othernondisclosure or confidentiality agreement relating to proprietary or otherinformation of either Seller; or (ii) any other contract with a third party tothe extent that the liabilities and obligations under such other contract areamong the Assumed Liabilities.

1.36         “**Control**”(including its use in the terms “Controlling,” “Controlled by,” and “undercommon Control with”) means the possession, direct or indirect, of the power todirect or cause the direction of the management and policies of a person,whether through the ownership of voting shares, by contract, or otherwise.

1.37         “**CopyrightAssignments**” means the assignments of the copyrights identified inthe Disclosure Schedule in the form attached hereto as ***Exhibit C***.

1.38         “**CustomerContract**” means any purchase order or other contract for the sale ofInventory, products, goods, or services entered into by either Seller in theordinary course of the Acquired Businesses to the extent unfilled as of theClosing Date, whether or not entered on the books and records of either Seller,other than a purchase order or contract (if any) that constitute an ExcludedAsset.

1.39         “**Disclosible Commitment**”has the meaning ascribed to it in section 4.13.

1.40         “**DisclosureSchedule**” means the Disclosure Schedule, dated as of the date ofthis Agreement, delivered to Purchasers by Sellers in connection with thisAgreement.

1.41         “**Earnout Period**”means one of the four (4) successive periods of twelve (12) consecutive FiscalMonths the first of which periods begins on the first day of the first FiscalMonth beginning on or after the Closing Date.

1.42         “**Employee Benefit Plan**”means an Employee Pension Plan, an Employee Welfare Plan, or an Other EmployeePlan or Arrangement.

1.43         “**EmployeePension Plan**” means any plan, fund, program, or arrangementestablished or maintained by an employer that provides or is intended toprovide retirement income to employees or their beneficiaries.

1.44         “**EmployeeWelfare Plan**” means any plan, fund, program, or arrangementestablished or maintained by an employer that provides or is intended toprovide to its participants or their beneficiaries, through the purchase ofinsurance or otherwise, medical, surgical, accident, sickness, disability,death, unemployment, or vacation benefits; apprenticeship or other trainingprograms; day care centers or other childcare services; scholarship funds orother education benefits; prepaid legal services; or any other fringe benefit.

1.45         “**Employment Agreement**”means any of the Employment Agreements with Marco, Burke, Sablatura, and Snowin substantially the form of ***Exhibits D-1***,***D-2***, ***D-3***,and ***D-4***, respectively.

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1.46         “**Encumbrance**”means any lien (statutory or otherwise), claim, charge, security interest,mortgage, deed of trust, pledge, hypothecation, assignment, conditional sale orother title retention agreement, preference, priority, or other securityagreement or preferential arrangement of any kind or nature, or any defect intitle or other encumbrance of any kind.

1.47         “**EnvironmentalLaws**” means, collectively, any and all laws, ordinances, rules, regulations,and orders currently in effect of any Governmental Authority relating toHazardous Substances, Contamination, protection of the environment, orprotection of human health and safety.

1.48         “**EnvironmentalMatter**” means any matter arising out of or relating to occupationalor human health and safety, pollution, Contamination that exceeds applicablecleanup standards or remediation thresholds, Environmental Laws, compliancewith Environmental Laws or protection of the environment (indoor or outdoor), includingany of the foregoing relating to the presence, use, production, generation,handling, transport, management, treatment, storage, disposal, distribution,discharge, release, migration, control, or cleanup of, or exposure to, anyHazardous Substance or Hazardous Substance-containing material.

1.49         “**EnvironmentalPermit**” means any permit, license, registrations, or authorizationrequired by applicable Environmental Laws in order to use the Facilities or anyof the Acquired Assets or to operate an of the Acquired Businesses as currentlyoperated by either Seller.

1.50         “**Equipment**”means all items of equipment (including training equipment) and other tangiblepersonal property, other than Inventory, owned by either Seller and used in oruseful to any of the Acquired Businesses, other than items (if any) thatconstitute Excluded Assets.

1.51         “**EquipmentLeases**” means the leases of personal property used in the AcquiredBusinesses identified as such in the Disclosure Schedule, other than those (ifany) that constitute Excluded Assets.

1.52         “**ERISA**”means the Employee Retirement Income Security Act of 1974, as amended.

1.53         “**ERISAAffiliate**” means any entity that is a member of the “controlledgroup,” as defined in section 4001(a)(14) of ERISA, that includes Seller.

1.54         “**Estimated Net CurrentAsset Value Payment**” has the meaning ascribed to it in section 2.3(a).

1.55         “**ExcludedAsset**” and “**Excluded Assets**”have the meaning ascribed to them in section 2.2.

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1.56         “**Facilities**”means the real property and improvements thereon located at 10521 Gulfdale, SanAntonio, Texas 78216 which are leased to Seller pursuant to the FacilitiesLease.

1.57         “**FacilitiesLease**” means the Commercial Lease (and Addendum thereto) datedSeptember 27, 2001 by and between Tuleta C. White as Lessor and GigaWave asLessee, as amended by an Amendment dated December 28, 2001, a Second Amendmentdated January 30, 2002, and a Third Amendment dated February 15, 2002, the termof which Commercial Lease has been extended through November 30, 2008 pursuantto written notice from GigaWave to Lessor dated September 1, 2005.

1.58         “**FinancialStatements**” means any of the Unaudited Statements or any of theInterim Statements.

1.59         “**Fiscal Month**,” “**Fiscal Quarter**,” or “**Fiscal Year**”means a fiscal month, fiscal quarter, or fiscal year, respectively, of TESSCO.

1.60         “**FY2007**,” “**FY2008**,” **FY2009**,” and “**FY2010**” mean TESSCO’sFiscal Years ending April 1, 2007; March 30, 2008; March 29, 2009; and March28, 2010; respectively.

1.61         “**GAAP**”means United States generally accepted accounting principles: (i) with respectto the financial statements of Purchasers or TESSCO as consistently applied byTESSCO and (ii) with respect to the financial statements of either Seller asconsistently applied by Sellers in the preparation of their financialstatements.

1.62         “**GigaWave Trademark**”means the service mark “GigaWave Technologies” registered on the PrincipalRegister of the United States Patent and Trademark Office (Registration No.2,512,492).

1.63         “**GovernmentalAuthority**” means any nation, including the United States of America,or any state or other political subdivision, or any agency, instrumentality,court, or other body thereof, exercising executive, legislative, judicial,regulatory, or administrative authority.

1.64         “**Gross Earnout Amount**”has the meaning ascribed to it in section 3.2(a).

1.65         “**HazardousSubstance**” means any element, substance, compound, or mixture,whether solid, liquid, or gaseous: (i) that is subject to regulation by anyGovernmental Authority pursuant to one or more Environmental Laws or (ii) thepresence, existence, or threat of which can give rise to a claim or liabilityunder one or more Environmental Laws.

1.66         “**Hired Employee**”means any employee of either Seller (other than a Key Executive) who is offeredand accepts employment with TESSCOas contemplated by section 8.1.

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1.67         “**Indemnitee**”has the meaning ascribed to it in section 12.3(a).

1.68         “**Indemnitor**”has the meaning ascribed to it in section 12.3(a).

1.69         “**InstallmentPayment**” has the meaning ascribed to it in section 3.1.

1.70         “**IntellectualProperty Right**” means any of the following that is owned by eitherSeller or used by either Seller in the operation of any of the AcquiredBusinesses: (i) any United States or foreign patent, patent right, or copyright(whether or not registered), (ii) any trademark, service mark, or trade name(whether or not registered), including the GigaWave Trademark, the TerraWaveTrademark, and the rights to use the names “GigaWave” and “TerraWave,” (iii)any Internet domain name, (iv) rights in and to customer and supplier lists andinformation (whether in written or electronic form), or (v) any right inrespect of information that is protectible from unauthorized use or disclosureas a trade secret under federal or state law, other than any of the foregoingthat constitutes an Excluded Asset.

1.71         “**InterimStatements**” has the meaning ascribed to it in section 4.10.

1.72         “**Inventory**”means, collectively, all inventories of products owned by either Seller thatare held for resale and all parts, supplies, and packaging material owned byeither Seller that are held for use or consumption in the operation of any ofthe Acquired Businesses by either Seller, including quantities that are excessto the reasonably anticipated needs of the Acquired Businesses, other thanthose (if any) that constitute Excluded Assets.

1.73         “**IRS**”means the Internal Revenue Service.

1.74         “**KeyExecutive**” has the meaning ascribed to it in the Recitals.

1.75         “**Lease Assignment**”means the assignment of the Facilities Lease in substantially the form theAssignment of Lease attached hereto as ***Exhibit E***.

1.76         “**Leasehold Improvements**”means all leasehold improvements to the Facilities to the extent of anyinterest therein of either Seller, whether or not the same are reflected in anyof the Financial Statements.

1.77         “**LicenseAgreements**” means the software license agreements and other licensesof tangible and intangible property to which either Seller is a party used inor relating to any of the Acquired Businesses and identified as such in theDisclosure Schedule, other than those (if any) that constitute Excluded Assets.

1.78         “**Litigation**”means any action or proceeding in any court or before any other GovernmentalAuthority or any arbitration or similar proceeding.

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1.79         “**Loss**”or “**Losses**” means each and all ofthe following: claims, demands, losses, liabilities, damages, judgments, fines,penalties, and awards and all Claim Expenses incurred in connection therewith.

1.80         “**MaterialAdverse Effect**” means a material adverse effect (i) on the assets,financial condition, operating results, or business of Sellers (to the extentrelating to any of the Acquired Businesses or Acquired Assets), considered as asingle enterprise, or (ii) on Purchasers’ operation of the Acquired Businessesor use of the Acquired Assets after the Closing Date, excluding in any case (1)any change in general economic, regulatory, public safety, or politicalconditions or changes that affect generally the industries in which theAcquired Businesses are operated and (2) any change resulting from complianceby either Seller with the terms of or the taking of any action contemplated orpermitted by this Agreement or any of the Closing Documents.

1.81         “**Net Current Asset Value**” means the sum ofthe following (without duplication) as of the Closing Date:

(a)           the amount of cash and cashequivalents (if any) transferred by either Seller to Purchasers on the ClosingDate; *plus*

(b)           the value of the Inventorytransferred to Purchasers as finally determined in accordance with section 2.4;*plus*

(c)           the total amount of the AccountsReceivable transferred to Purchasers as finally determined in accordance withsection 2.4; *plus*

(d)           the total amount of prepaid expenses,security deposits, and other current assets on the books of either Seller asagreed to between Purchasers and Sellers on or before the Closing Date and asfinally determined in accordance with section 2.4; *minus*

(e)           the sum of: (i) Sellers’ accountspayable as reflected in the Closing Date A/P Report (except to the extent thatany of such accounts payable constitute Retained Liabilities); (ii) Purchasers’reasonable estimate of any other accounts payable of Sellers arising in theOrdinary Course of Business within the thirty (30) days preceding the ClosingDate for which invoices have not been received in sufficient time to beincluded in the Closing Date A/P Report (except to the extent that any of suchaccounts payable constitute Retained Liabilities); (iii) without duplication,the total amount of all other liabilities of either Seller that are included inthe Assumed Liabilities, including Accrued Vacation Expense and thoseliabilities (if any) specifically identified in Schedule 2.5(a) (butexcluding the costs of satisfying Warranty Obligations, which shall be takeninto account in determining Net Profit Contribution).

1.82         “**NetProfit Contribution**” for any period means Net Profit Contributionfor such period determined in accordance with TESSCO’snormal accounting policies and procedures consistent with the provisions of ***Exhibit F***.Notwithstanding any contrary provision of ***Exhibit F***, in determining “Net ProfitContribution” in no event shall any

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deduction be made for any reason whatsoever: (1) withrespect to any broker’s fee payable by Purchasers or TESSCO; (2) anyamortization or expense for goodwill acquired pursuant to this Agreement orincident to any other acquisition; (3) any intercompany charges, including anyinterest on funds lent by TESSCO or any of its Affiliates to either Purchaser; (4)the Closing Date Payment; (5) any amount for which either Purchaser or TESSCOis in fact indemnified by either Seller pursuant to the provisions of Article12; or (6) any other amounts that any other provision of this Agreement(including ***Exhibit F***)specifies shall not be deducted in computing Net Profit Contribution.

1.83         “**Net Tangible Asset Value**”means the book value net of depreciation and amortization, determined as of theClosing Date (or such other convenient date as is agreed upon in writing by Sellersand Purchasers) in a manner consistent with the accounting methods heretoforeused by Sellers, of all tangible personal property  owned by either Seller as of the Closing Dateand otherwise included in the Acquired Assets (including Leasehold Improvements,except that all prior amortization of the cost thereof shall be recomputedusing a useful life of ten (10) years).

1.84         “**NPC Earnout Payment**”has the meaning ascribed to it in section 3.2(a).

1.85         “**OrdinaryCourse of Business**” means any action taken by a person if thataction is consistent in nature, scope, and magnitude with past practices ofsuch person, is taken in the ordinary course of the normal day-to-dayoperations of such person, and, in the case of a corporation or other entity,does not require the authorization of the board of directors (or comparablegoverning body) or shareholders (or comparable equity owners) of such person.

1.86         “**OtherEmployee Plan or Arrangement**” means any guaranteed annual incomeplan, fund, or arrangement, or any incentive, bonus, profit-sharing, deferredcompensation, stock or other equity option or purchase plan or agreement orarrangement, any severance or termination pay plan or policy, or any other planfor the benefit of all or any of an employer’s employees, but excluding anEmployee Welfare Plan and an Employee Pension Plan.

1.87         “**Permit**”means any permit, license, or authorization, including an Environmental Permit,issued by any Governmental Authority.

1.88         “**PermittedEncumbrance**” means: (a) Encumbrances for Taxes, fees, levies,duties, or other governmental charges of any kind (i) that are being contestedin good faith by appropriate proceedings and for which appropriate reserveshave been established and are reflected in the Financial Statements or (ii) thatare not yet due or delinquent; and (b) purchase money liens, liens securingrental payments under capital lease arrangements, mechanics, materialmen’sliens and similar liens, and other liens arising in the Ordinary Course ofBusiness that secure an obligation (other than an obligation for borrowedmoney) that is included among the Assumed Liabilities and is disclosed as suchin the Disclosure Schedule.

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1.89         “**Person**”or “**person**” includes anindividual, corporation, partnership, limited liability company, or otherentity.

1.90         “**Prepaid Purchase Price**”has the meaning ascribed to it in section 2.3.

1.91         “**Private Brand Business**”means TerraWave’s business of selling and distributing products manufactured byor for TerraWave for marketing under the TerraWave brand name (or any successorbrand name that may hereafter be used by either Purchaser or by TESSCO for marketing such products) assuch business continues to be conducted after the Closing Date.

1.92         “**Private Brand NPC**”for any period means Net Profit Contribution derived for such period from thePrivate Brand Business.

1.93         “**Proposal**”has the meaning ascribed to it in section 6.5(a).

1.94         “**PurchasePrice**” has the meaning ascribed to it in section 2.3.

1.95         “**PurchasePrice Allocation**” has the meaning ascribed to it in section 2.8.

1.96         “**Purchasers Certificate**” means a certificateof Purchasers and TESSCO, dated as of the Closing Date and signed by dulyauthorized officers of Purchasers and TESSCO, certifying to the fulfillment ofthe conditions and other matters set forth in section 10.1 in substantially theform attached hereto as ***ExhibitG***.

1.97         “**Representative**”has the meaning ascribed to it in section 6.5.

1.98         “**RequiredConsents**” means: (i) written consent of the Landlord under theFacilities Lease to the assignment by GigaWave of the Facilities Lease pursuantto and on the terms contained in the Lease Assignment or as may otherwise beacceptable to Purchasers; (ii) written consents by all parties other thanSellers to the assignment of the contracts identified in Schedule 1.98;and (iii) any other consent of any Governmental Authority or other third partynecessary for the consummation of the transactions contemplated hereby or thetransfer of any of the Acquired Assets the absence of which would have aMaterial Adverse Effect.

1.99         “**Required SKU Information**”has the meaning ascribed to it in section 6.8.

1.100       “**RetainedBooks and Records**” means, collectively: (i) all books, records,files, and data (whether in written, electronic, or other form) to the extentarising out of and relating exclusively to any of the Excluded Assets orRetained Liabilities or to Sellers’ policies or procedures that are notapplicable to any of the Acquired Businesses; (ii) all minute books and otherpartnership records, and (iii) all records of either Seller relating tofederal, state, or local Taxes.

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1.101       “**RetainedLiabilities**” has the meaning ascribed to it in section 2.5(c).

1.102       “**SellersCertificate**” means a certificate of Sellers, dated as of the ClosingDate and signed by each of the Sellers, certifying to the fulfillment of theconditions and other matters set forth in section 9.1 in substantially the formattached hereto as ***ExhibitH***.

1.103       “**Sellers’Knowledge**” means the actual knowledge after reasonable inquiry ofMarco, Burke, Sablatura, or Snow.

1.104       “**Sparco Claim Rights**”means includes all rights (but none of the obligations) of either Sellerarising out of or relating to the Settlement Agreement and Release of Claimsamong Sellers and the Sparco Parties and the related Agreed PermanentInjunction entered on or about June 9, 2004, in Cause No. 2004CI05111 by theDistrict Court for Bexar County, Texas.

1.105       “**Sparco Parties**”means Sparco Technologies, Inc., David R. Dullnig, and Christopher F. Cooke.

1.106       “**SupplierContract**” means any purchase order or other contract for thepurchase or acquisition of Inventory, products, goods, or services relating toany of the Acquired Businesses entered into by either Seller in the OrdinaryCourse of Business to the extent unfilled as of or providing for the deliveryor rendering of such Inventory, products, goods, or services after the ClosingDate, whether or not entered on the books and records of either Seller, otherthan a purchase order or contract that constitutes an Excluded Asset.

1.107       “**Tax**”means any federal, state, local, or foreign income, gross receipts, franchise,estimated, alternative minimum, add-on minimum, sales, use, transfer,registration, value added, excise, natural resources, severance, stamp,occupation, premium, windfall profit, customs duty, real property, personalproperty, capital stock, social security, unemployment, disability, payroll,license, employee or other withholding, or other tax, of any kind whatsoever,and including any interest, penalties or additions to tax on or with respect toany of the foregoing.

1.108       “**TESSCOGuaranty**” has the meaning ascribed to it in the Recitals.

1.109       “**TerraPoints Liability**”means Sellers’ obligations in respect of Sellers’ “TerraPoints” incentiveprogram.

1.110       “**TerraWave Trademark**”means the service mark “TerraWave Solutions” registered on the PrincipalRegister of the United States Patent and Trademark Office (Registration No.2,835,977).

1.111       “**TrademarkAssignments**” means the assignments of the TerraWave Trademark andthe GigaWave Trademark in the form attached hereto as ***Exhibit I***.

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1.112       “**Training Business**”means GigaWave’s business of providing wireless- and broadband-related trainingservices, logistics support, curriculum development, and certification programs(and any other similar services that Purchasers or TESSCO may hereafter determine to offer under the GigaWavename), as such business continues to be conducted after the Closing Date.

1.113       “**Training NPC**”for any period means Net Profit Contribution derived for such period from theTraining Business.

1.114       “**UnauditedStatements**” has the meaning ascribed to it in section 4.10.

1.115       “**Warranty Obligations**”has the meaning ascribed to it in section 2.5(a)(vi).

1.116       “**Wi-Fi Business**”means Sellers’ non-private-label distribution business, including thedistribution and sale of Wi-Fi and wireless products xxx xxxxxxxxxxx xxxxxxxxxxxxxxxx xxxxxxxx xxx xxxxxxxxx xxx xxxxxxxxxxxx xx xxxx xx xxxxxxxxxxxx-xxxxxxxxxxxx xxxxxxxx xx xxxxxxxxx xx xxxxxx, as such business continues to beconducted after the Closing Date.

1.117       “**Wi-Fi NPC**” forany period means Net Profit Contribution derived for such period from the Wi-FiBusiness.

1.118       “**WLAN**”has the meaning ascribed to it in the Recitals.

## **Article 2.       Termsof Purchase and Sale.**

## 2.1**          ***PURCHASEAND SALE*. AT THE CLOSING, ON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTHIN THIS AGREEMENT, SELLERS SHALL SELL, CONVEY, TRANSFER, ASSIGN, AND DELIVER TOPURCHASERS, AND PURCHASERS SHALL PURCHASE AND ACQUIRE FROM SELLERS, ALL OFSELLERS’ RIGHT, TITLE, AND INTEREST IN AND TO THE FOLLOWING (COLLECTIVELY, THE “**ACQUIRED ASSETS**”), WHICH ACQUIREDASSETS SHALL BE CONVEYED, TRANSFERRED, AND ASSIGNED TO TESSCO INC. OR TO GSS, AS THE CASE MAY BE, AS SET FORTH IN THEBILL OF SALE:

(a)           all shares of stock, securities, orinvestment assets owned by or held for the benefit of either Seller on theClosing Date to the extent included in Net Current Asset Value;

(b)           the Accounts Receivable, as reflectedin the Closing Date A/R Report;

(c)           the Inventory, as reflected in theClosing Date Inventory Report (including items of Inventory ordered but not yetreceived as of the Closing Date to the extent of any estimates thereof includedin the Closing Date Inventory Report);

(d)           the Equipment;

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(e)           the Leasehold Improvements;

(f)            the Contract Rights;

(g)           the Claim Rights (*provided*, however, that Purchasers shall be solelyresponsible for the costs and expenses, of litigation or otherwise, that areincurred in Purchasers’ enforcement of any Claim Rights, including the SparcoClaim Rights, so assigned to Purchasers);

(h)           the Intellectual Property Rights;

(i)            the Books and Records (*provided*, however, that Sellers shall beentitled to keep copies of financial books and records and personnel recordsand files);

(j)            the benefit of all rent, propertytaxes, and other expenses and deposits paid in advance of the Closing Date tothe extent relating to periods after the Closing Date;

(k)           all sales and promotional literature,office supplies, and other consumable supplies;

(l)            all Permits of or relating to any ofthe Acquired Businesses; and

(m)          all goodwill of Sellers associatedwith the Acquired Businesses and the Acquired Assets.

2.2           *ExcludedAssets*. Notwithstanding anything in section 2.1 or any otherprovision of this Agreement to the contrary, the Acquired Assets shall not bedeemed to include any of the following (each an “**Excluded Asset**” and together the “**Excluded Assets**”):

(a)           any Accounts Receivable not reflectedin the Closing Date A/R Report;

(b)           any items of Inventory not reflectedin the Closing Date Inventory Report;

(c)           all accounts receivable, notesreceivable, and other obligations owing by either Seller to the other or by anyemployee, officer, director, or equity owner of either Seller, or any Affiliateof either Seller;

(d)           the Retained Books and Records;

(e)           all rights of Sellers under thisAgreement, the TESSCO Guaranty, orany of the Closing Documents;

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(f)            any insurance policies maintained byeither Seller or rights or claims thereunder;

(g)           any tort claims or similar rightsarising out of acts or occurrences before the Closing Date;

(h)           all Sparco Claim Rights to the extentthat such rights are based on actions by any of the Sparco Parties taken oroccurring before the Closing Date, including awards of damages, reimbursementsof fees and expenses, and settlement awards that pertain to such Sparco ClaimRights;

(i)            any and all rights to the extentarising out of or relating to one or more of the Excluded Assets or RetainedLiabilities, including amounts due to either Seller as reimbursement under anyof Sellers’ Employee Benefit Plans;

(j)            the other items (if any) listed on Schedule2.2;

(k)           all rights to refunds, credits, oroverpayments with respect to Taxes paid or accrued by either Seller and allother payments or deposits made by either Seller in respect of Taxes, but onlyto the extent that the liability for such Taxes is not an Assumed Liability;and

(l)            all rights under any contract,agreement, guaranty, or arrangement not otherwise included herein as anExcluded Asset between either Seller and any Affiliate of either Seller or anyofficer, director, employee, or partner of either Seller.

2.3           *PurchasePrice and Payment*. The purchase price for the Acquired Assets(the “**Purchase Price**”) shall bethe sum of the following amounts: (i) Two Million Dollars ($2,000,000) (the “**Base Amount**”), of which One Million FiveHundred Thousand Dollars ($1,500,000) (the “**PrepaidPurchase Price**”) constitutes a prepayment of other amounts owing toSellers hereunder to be recouped as provided in section 2.6; (ii) an amountequal to the Net Current Asset Value; (iii) an amount equal to the Net TangibleAsset Value; (iv) the Installment Payments payable under section 3.1; (v) theNPC Earnout Payments payable under section 3.2; (vi) the Broadband NPC Paymentspayable under section 3.3; and (vii) the total amount of the AssumedLiabilities assumed under section 2.5(a). The Purchase Price shall be paid asfollows:

(a)           Amount Due at Closing. On theClosing Date, Purchasers shall pay to Sellers (by wire transfer of immediatelyavailable funds to an account or accounts designated by Sellers) the sum of thefollowing amounts (together, the “**Closing Date Payment**”):(i) the Base Amount plus (ii) ninety percent (90%) of Net Current Asset Valueas reasonably estimated by Purchasers in consultation with Sellers as of theClosing Date (the “**Estimated Net CurrentAsset Value Payment**”), which estimate of Net Current Asset Valueshall, in the case of Inventory, be based on the lower of Sellers’ cost or TESSCO’s cost as reflected in the ClosingDate Inventory Report, plus (iii) Net Tangible Asset Value.

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(b)           Balance of Net Current Asset Value.The balance of the Net Current Asset Value shall be determined and paid toSellers as provided in section 2.4.

(c)           Contingent Payments. Subject to the satisfaction of theconditions therein specified, Purchasers shall pay to Sellers theInstallment Payments provided for in section 3.1, the NPC Earnout Paymentsprovided for in section 3.2, and the Broadband NPC Payments provided for insection 3.3, in each case as and when due under Article 3 (all of whichobligations shall be guaranteed by TESSCO as provided in the TESSCO Guaranty).

(d)           Assumption of Certain Liabilities.On the Closing Date, Purchasers shall assume the Assumed Liabilities as setforth in section 2.5 and shall execute and deliver the Assumption Agreement inconfirmation thereof (which assumption obligations shall be guaranteed byTESSCO as provided in the TESSCO Guaranty).

2.4           *Final Determination and Payment of Net CurrentAsset Value*.

(a)           Not later than one (1) month afterthe last day of FY2007, Purchasers shall furnish to Sellers in writing itsdetermination of Net Current Asset Value based on (i) actual sales of theInventory during FY2007 (net of returns and allowances), (ii) actualcollections of the Accounts Receivable during FY2007, (iii) the amount ofprepaid expenses and other current assets as of the Closing Date the value ofwhich is actually realized after the Closing Date, and (iv) the actual amountof accounts payable and other Assumed Liabilities as of the Closing Date (atface value and without regard to any discounts or other accommodationssubsequently negotiated with the obligees of such accounts payable and other AssumedLiabilities), together with such supporting information and materials asSellers may reasonably request. If Sellers object to such determination,Sellers shall notify Purchasers of such objection and the grounds thereforwithin ten (10) days of receiving Purchasers’ determination, and Sellers andPurchasers shall thereafter work together to resolve such objections in atimely manner.

(b)           Any disputes regarding thedetermination of Net Current Asset Value that cannot be resolved informally ascontemplated by subsection (a) shall be resolved in accordance with Article 13.

(c)           If Sellers have no objections toPurchasers’ determination or do not timely notify Purchasers of any objections,then the amount shown in Purchasers’ determination shall constitute Net CurrentAsset Value. If Sellers timely notify Purchasers of one or more objections,then the amount finally agreed upon by the parties or determined in accordancewith Article 13 shall constitute Net Current Asset Value.

(d)           Notlater than twenty (20) days after Net Current Asset Value has been finallydetermined as provided in subsection (c):

(i)            IfNet Current Asset Value exceeds the Estimated Net Current Asset Value Payment,Purchasers shall pay to Sellers (by wire transfer of immediately availablefunds to an account or accounts designated by Sellers) the amount of suchexcess; and

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(ii)           Ifthe Estimated Net Current Asset Value Payment exceeds Net Current Asset Value,then Sellers shall pay to Purchasers (by wire transfer of immediately availablefunds to an account or accounts designated by Purchasers) the amount of suchexcess or, at Purchasers’ option, Purchasers may withhold and recoup suchamount from any payments that are or may thereafter become due to Sellers underthis Agreement.

(e)           Forpurposes of subsection (a):

(i)            amountsreceived after the Closing Date in payment of Accounts Receivable shall beapplied to unpaid invoices as designated in writing by the payor and, in theabsence of any such written designation, shall be applied to unpaid invoices inchronological order, *i.e.*, to theoldest invoices first;

(ii)           wherePurchasers or TESSCO or any of theirAffiliates hold items of inventory on the Closing Date of the same kind asitems included in the Inventory, the items held by Purchasers or TESSCO or any of their Affiliates on theClosing Date shall be deemed sold before items included in the Inventory;

(iii)          exceptas provided in paragraph (v), in determining Net Current Asset Value, items ofInventory sold after the Closing Date shall be valued at the lesser of Sellers’cost as shown on the Closing Date Inventory Report and the actual selling priceof such items;

(iv)          exceptas provided in paragraph (v), no value shall be attributed to, and there shallnot be taken into account in determining Net Current Asset Value, any items ofInventory unsold or any Accounts Receivable uncollected as of the last day ofFY2007; and

(v)           itemsof Inventory on hand as of the Closing Date that are subsequently returned tothe vendor or exchanged for other products shall be treated as having been soldfor the amount credited by the vendor or, if no specific amount is so credited,for an amount based on Sellers’ cost for such items as shown on the ClosingDate Inventory Report.

(f)            At any time after Net Current AssetValue has been finally determined as contemplated by subsection (c), Purchasersshall, upon Sellers’ written request, assign to Sellers (without recourse) allof Purchasers’ right, title, and interest in any items of Inventory and in anyAccounts Receivable not taken into account in determining Net Current AssetValue, and Purchasers shall (at Sellers’ sole cost and expense) deliverpossession of any such items of Inventory as Sellers may reasonably request.

2.5           *Assumed Liabilities and Retained Liabilities*.

(a)           As of the Closing Date, Purchasersshall assume the following liabilities and obligations of Sellers(collectively, the “**Assumed Liabilities**”):

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(i)            Sellers’accounts payable set forth in the Closing Date A/P Report and any otheraccounts payable of Sellers arising in the Ordinary Course of Business withinthe thirty (30) days preceding the Closing Date for which invoices have notbeen received in sufficient time to be included in the Closing Date A/P Report,but only to the extent taken into account in determining Net Current AssetValue;

(ii)           AccruedVacation Expense;

(iii)          Sellers’TerraPoints Liability;

(iv)          thoseother liabilities of Sellers (if any) specifically identified in Schedule 2.5(a);

(v)           creditsor refunds due to customers that are reflected in the Closing Date A/R Report;

(vi)          obligationsunder warranties extended by either Seller, or arising by operation of law, inthe Ordinary Course of Business before the Closing Date on account of the saleof merchandise by either Seller, but only to the extent that any such warrantyrequires either Seller to repair or replace such merchandise or to grant acredit for or refund of the purchase price of such merchandise (andspecifically excluding any other liability or obligation in connection with anysuch warranties, including any liability for death or personal injury or forspecial, incidental, consequential, or punitive damages) (collectively “**Warranty Obligations**”); and

(vii)         Sellers’liabilities and obligations under the Facilities Lease, the Equipment Leases,and the License Agreements, and under Customer Contracts and SupplierContracts, but only to the extent that any such liability or obligation: (1) inthe case of the Facilities Lease, an Equipment Lease, or a License Agreement,relates or is allocable to periods beginning on or after the Closing Date or(2) is a liability or obligation to pay for goods to be delivered or servicesto be furnished to either Purchaser by a third party after the Closing Date or(3) is a liability or obligation in respect of goods to be delivered orservices to be furnished by either Purchaser after the Closing Date the rightto payment for which is included in the Accounts Receivable or will otherwiseinure to either Purchaser.

(b)           Purchasers shall pay or otherwiseperform each Assumed Liability as it becomes due, *provided* that Purchasers may dispute any Assumed Liabilityin good faith by appropriate proceedings. The grant to Purchasers of such rightto dispute shall not in any way affect the obligation of Purchasers or TESSCOpursuant to section 12.2(c) to indemnify Sellers and their Affiliates againstLosses sustained or incurred by any of them arising out of or relating to suchAssumed Liability, including by reason of Purchasers’ disputing such Assumed Liability.

(c)           Subject always to the terms of Article12, Purchasers shall not assume, and Sellers shall be responsible for thepayment, performance, and discharge of, the following liabilities andobligations (collectively, the “**RetainedLiabilities**”):

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(i)            anyliability or obligation of either Seller for Taxes (including payroll taxes andamounts withheld from compensation and other amounts paid to employees),whether arising before, on, or after the Closing Date or relating to periodscommencing or ending before or after the Closing Date;

(ii)           anyliability or obligation the responsibility for which is expressly identified inSchedule 2.5(c) as remaining with Sellers;

(iii)          anyliability or obligation arising out of or relating to any of the Excluded Assets;

(iv)          anyliability or obligation to, or arising out of or in connection with any claimby, any of the Sparco Parties, as well as all costs and expenses (includinglegal fees) incurred in connection with the enforcement of the Sparco ClaimRights, except to the extent that such Sparco Claim Rights have been assignedto Purchasers as provided in section 2.1(g);

(v)           anyliability or obligation for Environmental Matters concerning or affecting anyof the Acquired Assets, any of the Acquired Businesses, or the Facilities whichEnvironmental Matters arise directly or indirectly from acts, omissions, facts,circumstances, events, or conditions (including the presence or release ofHazardous Substances) occurring before the Closing Date;

(vi)          anyand all accounts payable, notes payable, and other indebtedness or obligationsowing by either Seller to the other Seller or to any officer, director,employee, or partner of either Seller, or any Affiliate of either Seller;

(vii)         anyother liabilities and obligations referred to in this Agreement as being theresponsibility of Sellers; and

(viii)        anyother liability or obligation of either Seller not assumed by Purchaserspursuant to section 2.5(a).

2.6           *Recoupment of PrepaidPurchase Price*. Notwithstanding any other provision of thisAgreement, the Prepaid Purchase Price shall be recouped at the rate of $375,000per Earnout Period from amounts otherwise payable (but not in fact paid) toSellers, in respect of the first of the four Earnout Periods, under section 2.4(d)(i)and, in respect of each Earnout Period, under sections 3.1, 3.2, and 3.3. Ifand to the extent that such amount is not recouped from payments otherwise duewith respect to a particular Earnout Period, the unrecouped portion shall berecouped out of amounts otherwise payable (but not in fact paid) with respectto the next succeeding Earnout Period or Earnout Periods, in addition toamounts otherwise to be recouped pursuant to the preceding sentence withrespect to such succeeding Earnout Period or Earnout Periods.

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2.7           *Closing*.

(a)           Time and Place. Subject to theterms and conditions of this Agreement, Closing shall take place at the officesof Sellers in San Antonio, Texas commencing at 10:00 a.m. local time, on thelater of (a) April 21, 2006 and (b) the Friday of the first full calendar weekfollowing the earliest date as of which all the conditions set forth in Article9 and Article 10 have been satisfied or waived (or at such other time and placeand on such other date as the parties may mutually agree). Except as Sellersand Purchasers may otherwise agree, Closing shall be deemed effective as of12:01 a.m. Eastern time on the Closing Date.

(b)           Deliveriesat Closing. At the Closing:

(i)            Purchasersshall deliver to Sellers (1) the Assumption Agreement, (2) the LeaseAssignment, and (3) the Purchasers Certificate, each duly executed byPurchasers;

(ii)           TESSCO Inc. shall deliver to each of theKey Executives his Employment Agreement, duly executed by TESSCO Inc.;

(iii)          Purchasersshall make the Closing Date Payment; and

(iv)          Sellersshall deliver or cause to be delivered to Purchasers (1) the Bill of Sale, (2)the Copyright Assignments, (3) the Lease Assignment, (4) the TrademarkAssignments, and (5) the Sellers Certificate, each duly executed by Sellers.

(c)           Closing Date Adjustments.Purchasers and Sellers shall adjust all rents and other amounts due under theFacilities Lease, the Equipment Leases, and License Agreements (if any) as ofthe Closing Date. Sellers shall pay and discharge all such amounts to the extentallocable to periods up to the Closing Date, and Purchasers shall reimburseSellers for any such amounts to the extent they have previously been paid byeither Seller and are so allocable.

(d)           Transfer Taxes. The partiesshall share equally the cost of any documentary, stamp, sales, excise,transfer, or other taxes or recording fees payable as a result of the transferof the Acquired Assets (other than income Taxes or other Taxes based on ormeasured by reference to income of either Seller).

(e)           Possession of Acquired Assets.On the Closing Date Sellers shall put Purchasers in possession of the AcquiredAssets.

2.8           *PurchasePrice Allocation*. Not later than two (2) months after theClosing Date, Purchasers, with the concurrence of Sellers, shall reasonablydetermine in a manner consistent with section 1060 of the Code and provide toSellers an allocation of the Purchase Price among the Acquired Assets (the “**Purchase Price Allocation**”). Sellers andPurchasers shall report the transfer of the Acquired Assets in a mannerconsistent with the 

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Purchase Price Allocation for all federal state,local, and foreign Tax purposes and shall file any amendments required as aresult of a subsequent increase or decrease in the Purchase Price.

#### **Article 3.       CONTINGENT PURCHASE PRICE PAYMENTS**

3.1           *Installment Payments*.**Subjectto the satisfaction of the conditions herein specified, Purchasers shall makethe following payments (each an “**Installment Payment**”)to Sellers (by wire transfer of immediately available funds to an accountor accounts designated by Sellers), less in each case any amount recouped asprovided in section 2.6:

(a)           If total Combined NPC for the firstsix (6) Fiscal Months beginning on or after the Closing Date is at least FourHundred Thousand Dollars ($400,000), Purchasers shall pay, not later than one(1) month after the end of the sixth Fiscal Month beginning on or after theClosing Date, Five Hundred Thousand Dollars ($500,000); and

(b)           Whether or not Sellers are entitledto the Installment Payment referred to in subsection (a), if total Combined NPCfor the seventh through the twelfth Fiscal Months beginning on or after theClosing Date is at least Six Hundred Twelve Thousand Dollars ($612,000),Purchasers shall pay, not later than one (1) month after the end of the twelfthFiscal Month beginning on or after the Closing Date, Five Hundred ThousandDollars ($500,000); and

(c)           If total Combined NPC for the firstsix (6) Fiscal Months beginning on or after the Closing Date is less than FourHundred Thousand Dollars ($400,000) (and, as a result, no Installment Paymentis payable under subsection (a)) but total Combined NPC for the first twelve(12) Fiscal Months beginning on or after the Closing Date is at least OneMillion Twelve Thousand Dollars ($1,012,000), Purchasers shall pay, not laterthan one (1) month after the end of the twelfth Fiscal Month beginning on orafter the Closing Date, in addition to the Installment Payment due undersubsection (b), Five Hundred Thousand Dollars ($500,000). 

3.2           *NPC Earnout Payments*.

(a)           Provided that Combined NPC for suchEarnout Period exceeds the minimum for such Earnout Period provided for insubsection (b), then, not later than three (3) months after the end of each ofEarnout Period, Purchasers shall pay to Sellers an amount equal to thefollowing percentage of Combined NPC for the immediately preceding EarnoutPeriod (the “**Gross Earnout Amount**”), less ineach case any amount recouped as provided in section 2.6 (each such payment an “**NPC Earnout Payment**”):

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| Earnout Period  Ending in | ** ** | **Applicable  Percentage  of Combined NPC** |
|-------------------------------------|------------|-------------------------------------------------------|
| FY2008                              |       | 80%                                                   |
| FY2009                              |       | 70%                                                   |
| FY2010                              |       | 70%                                                   |
| FY2011                              |       | 70%                                                   |

 

(b)           Nopayment shall be due under this section 3.2 for a particular Earnout Periodunless Combined NPC for such Earnout Period equals or exceeds the minimumamount for such Earnout Period: 

| Earnout Period  Ending in | ** ** | **Minimum Combined NPC** |
|---------------------------|------------|--------------------------|
| FY2008                    |       | $1,012,000               |
| FY2009                    |       | $1,450,000               |
| FY2010                    |       | $1,650,000               |
| FY2011                    |       | $1,800,000               |

 

3.3           *BroadbandNPC Payments*.

(a)           Providedthat Combined NPC for the Earnout Period in which such Fiscal Quarter endsequals or exceeds the Minimum Combined NPC for such Earnout Period provided forin section 3.2(b), then, not later than two (2) months after the end of eachEarnout Period, Purchasers shall pay to Sellers an amount (each a “**Broadband NPC Payment**”) in respect of each of the fourFiscal Quarters ending in such Earnout Period determined as follows, less ineach case any amount recouped as provided in section 2.6:

| If Broadband NPC for such  Fiscal Quarter equals or   exceeds the following percentage of Base   Broadband NPC for such  Fiscal Quarter: | ** ** | **Then the Broadband NPC  Payment for such  Fiscal Quarter shall be:** |
|-----------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------|
| 105.0%                                                                                                                                        |       | $55,000                                                                |
| 107.5%                                                                                                                                        |       | $85,000                                                                |
| 110.0%                                                                                                                                        |       | $100,000                                                               |

 

(b)           “**Base Broadband NPC**”means: (i) for the first Fiscal Quarter ending after the Closing Date,$x,xxx,xxx, (ii) for the second Fiscal Quarter ending after the Closing Date,Broadband NPC for the immediately preceding Fiscal Quarter; (iii) for the thirdFiscal Quarter ending after the Closing Date, the average of Broadband NPC forthe

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two (2) immediately preceding Fiscal Quarters; and(iv) for each subsequent Fiscal Quarter, the average of Broadband NPC for thethree (3) immediately preceding Fiscal Quarters.

(c)           In no event shall any payment be dueunder this section 3.3 for a particular Fiscal Quarter unless total CombinedNPC for the Earnout Period in which such Fiscal Quarter ends equals or exceedsthe Minimum Combined NPC set forth in section 3.2(b).

3.4           *Maximum ContingentPurchase Price Payments*. In no event shall the total amount ofthe Installment Payments, the NPC Earnout Payments, and the Broadband NPCPayments (after subtracting the recoupment of the Prepaid Purchase Pricepursuant to section 2.6) exceed Fifteen Million Five Hundred Thousand Dollars($15,500,000), and neither Purchasers nor TESSCOshall have any liability for payments otherwise due under this Article 3 if andto the extent that such payment would cause such total amount to exceed thatamount.

3.5           *Officers’Certificates*. As promptly as practicable, but in no event laterthan the date each such payment is due, Purchasers and TESSCO shall deliver to Sellers a certificate signed by theChief Financial Officer of TESSCO certifying to Sellers the calculation of theamount of the Installment Payment, NPC Earnout Payment, or Broadband NPCPayment (as the case may be) for the relevant period and setting forth thedetermination of Combined NPC or Broadband NPC (as the case may be) for suchperiod underlying such calculation.

3.6           *Payments*.All payments due under this Article 3 shall be made by wire transfer ofimmediately available funds to an account or accounts designated by Sellers.

#### **Article 4.       Representationsand Warranties of Sellers**

Sellers jointlyand severally represent and warrant to Purchasers and to TESSCO as of the datehereof and (except as otherwise specifically provided herein) as of the ClosingDate as follows:

4.1           *Power and Authority; Effect of Agreement*.

(a)           Each Seller is a limited partnershipduly organized, validly existing and in good standing under the laws of theState of Texas and has all requisite limited partnership power and authority toexecute, deliver, and perform its obligations under this Agreement and each ofthe Closing Documents to which it is a party and to consummate the transactionscontemplated hereby and thereby. Each Seller has heretofore delivered toPurchasers true and correct copies of its certificate of limited partnershipand limited partnership agreement as currently in effect.

(b)           The execution, delivery, andperformance by each Seller of this Agreement and the Closing Documents to whichit is a party and the consummation by each Seller of the transactionscontemplated hereby and thereby have been duly authorized by all necessarylimited partnership action on its part.

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(c)           This Agreement has been duly andvalidly executed and delivered by each Seller and constitutes the legally validand binding obligation of each Seller, enforceable against each Seller inaccordance with its terms, except to the extent: (i) that such enforceabilitymay be limited by bankruptcy, insolvency, reorganization, fraudulent transfer,moratorium, preference, equitable subordination, marshaling, or other similarlaws of general application now or hereafter in effect relating to creditors’rights generally and (ii) that the remedies of specific performance,injunction, and other forms of equitable relief are subject to certain tests ofequity jurisdiction, equitable defenses, and the discretion of the court beforewhich any proceeding therefor may be brought.

(d)           Except as set forth in section 4.1 ofthe Disclosure Schedule, and except for any violation or default that would notprevent or hinder the consummation of the transactions contemplated hereby, theexecution, delivery, and performance by each Seller of this Agreement and ofthe Closing Documents to which such Seller is a party and the consummation byeach Seller of the transactions contemplated hereby and thereby do not and willnot, with or without the giving of notice or the lapse of time or both: (i)violate any provision of law, rule, or regulation to which either Seller or anyof the Acquired Assets is subject; (ii) violate any order, judgment, or decreeapplicable to either Seller or any of the Acquired Assets; (iii) violate anyprovision of the certificate of limited partnership or limited partnershipagreement of either Seller; or (iv) violate or constitute a default under anyprovision of any Commitment. Notwithstanding the foregoing, this representationand warranty shall (1) not extend to laws, contracts, or other requirementsthat are adopted or otherwise take effect after the Closing Date and (2) applyonly to violations or defaults arising from either Seller’s execution,delivery, or performance of this Agreement or of the Closing Documents to whicheither Seller is a party and not to violations or defaults arising from actionstaken by Purchasers or TESSCO.

4.2           *GovernmentalConsents*. Except as set forth in section 4.2 of the DisclosureSchedule, or as may be necessary as a result of facts or circumstances relatingsolely to Purchasers or TESSCO, noconsent, approval, or authorization of or exemption by or filing with anyGovernmental Authority is required to be obtained by either Seller inconnection with the execution, delivery, and performance by either Seller ofthis Agreement or the consummation of the transactions contemplated hereby orthe taking by either Seller of any other action required hereunder.

4.3           *Litigation*.Except as set forth in section 4.3 of the Disclosure Schedule, there is noLitigation pending or, to Sellers’ Knowledge, threatened (i) against eitherSeller or relating to any of the Acquired Businesses or (ii) that seeks toenjoin or obtain damages in respect of the consummation of the transactionscontemplated hereby. Neither of the Sellers nor any of the Acquired Assets issubject to any outstanding order, ruling, judgment, or decree.

4.4           *Titleto Assets*. Except as set forth in section 4.4 of the DisclosureSchedule, on the date hereof, the Acquired Assets are free and clear ofEncumbrances, except Permitted Encumbrances. On the Closing Date, the AcquiredAssets will be free and clear of Encumbrances, except Permitted Encumbrances.

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4.5           *Inventory*.The listing of Inventory contained in section 4.5 of the Disclosure Schedule istrue and accurate in all material respects as of the date there shown. Exceptas set forth in section 4.5 of the Disclosure Schedule, to Sellers’ Knowledge,all such Inventory is in salable condition and is not obsolete and thequantities thereof are not in excess of those that are reasonable in light ofeither Sellers’ past business experience and pending or reasonably anticipatedcustomer orders. Sellers shall furnish to Purchasers immediately before theClosing Date a listing of Inventory as of a reasonably current date (the “**Closing Date Inventory Report**”), whichshall include Sellers’ reasonable estimate of Inventory ordered but not yetreceived but shall exclude those items Purchasers reasonably determine are notin salable condition or are obsolete. The Closing Date Inventory Report shallshow the Sellers’ cost for each item listed thereon or, where less, TESSCO’s cost for such item (whichinformation shall be provided by TESSCO)and shall identify the quantity of any item that exceeds the quantity that isreasonably required in the conduct of the Acquired Businesses after the ClosingDate. The Closing Date Inventory Report will be true and accurate in allmaterial respects as of its date and, except as noted therein, all Inventoryshown thereon as of such date will, to Sellers’ Knowledge: (i) be in salablecondition, (ii) not be obsolete (except to the extent of any reserve providedtherefor), and (iii) not exceed quantities that are reasonably required in theconduct of the Acquired Businesses after the Closing Date, taking into accountthe relative growth of the Acquired Businesses over the two-year periodpreceding the Closing Date.

4.6           *AccountsReceivable*. The accounts receivable aging report contained insection 4.6 of the Disclosure Schedule accurately sets forth all of Sellers’Accounts Receivable as of the date there shown. Except as set forth in section 4.6of the Disclosure Schedule, all such Accounts Receivable are, to Sellers’Knowledge (after giving effect to the reserve for uncollectible amounts andcustomer credits), collectible in full, without offset or counterclaim. Sellersshall furnish to Purchasers immediately before the Closing Date a detailed accountsreceivable aging report (by customer by invoice) accurately setting forth allof Sellers’ Accounts Receivable as of the Closing Date or the immediatelypreceding Business Day (the “**Closing Date A/RReport**”), which report shall exclude (except to the extent of anyreserve provided therefor) any Accounts Receivable that Purchasers reasonablydetermine are unlikely to be collectible or that are substantially past due asof the Closing Date. Except as noted in the Closing Date A/R Report, allAccounts Receivable therein set forth will, to Sellers’ Knowledge (after givingeffect to any reserves for uncollectible amounts and customer credits), becollectible in full, without offset or counterclaim.

4.7           *AccountsPayable*. The accounts payable aging report contained in section 4.7of the Disclosure Schedule accurately sets forth all of Sellers’ accountspayable as of the date there shown. Sellers shall furnish to Purchasers on theClosing Date a detailed accounts payable aging report (by payee by invoice)accurately setting forth all of Sellers’ accounts payable as of the ClosingDate or the immediately preceding Business Day, other than those items includedamong the Retained Liabilities (the “**ClosingDate A/P Report**”).

4.8           *IntellectualProperty Rights*. The Disclosure Schedule identifies allIntellectual Property Rights owned by either Seller or used by either Seller inthe operation of any of the Acquired Businesses. Except as set forth in section4.8 of the Disclosure Schedule: (i) to Sellers’ Knowledge, no other person hasany rights in (including any license of or right to 

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use) or claim to any of the Intellectual PropertyRights and (ii) there is no Litigation pending or, to Sellers’ Knowledge,threatened against Seller alleging infringement with respect to or otherwisechallenging either Seller’s use of any of such Intellectual Property Rights.

4.9           *Sufficiencyand Condition of Assets*. Except as set forth in section 4.9 ofthe Disclosure Schedule, the Acquired Assets, together with the Leased Premisesand the Excluded Assets, include all assets (but not personnel) that arenecessary for the conduct of the Acquired Businesses as currently conducted.All Equipment and, to the extent that GigaWave as Lessee under the FacilitiesLease is responsible for maintenance thereof, the Leased Premises will be insubstantially the same condition (reasonable and ordinary wear and tearexcepted) on the Closing Date as on the date of this Agreement, except fordamages caused by casualty or condemnation.

4.10         *FinancialStatements*. Sellers have delivered to Purchasers: (1) theirunaudited financial statements for the fiscal years ended December 31, 2003,2004, and 2005 (the “**Unaudited Statements**”);and (2) their unaudited internally-prepared balance sheet and statement ofoperations or income for the month of January 2006 (together with thesubsequent interim statements delivered pursuant to section 6.2, the “**Interim Statements**”), copies of whichUnaudited Statements and January 2006 Interim Statements are included insection 4.10 of the Disclosure Schedule. Except as set forth in the DisclosureSchedule: (i) the Unaudited Statements have been prepared in accordance withGAAP and (ii) the Unaudited Statements and the Interim Statements fairlypresent in all material respects the financial position of the AcquiredBusinesses as of dates there shown and the results of operations of theAcquired Businesses for the periods then ended, except that the UnauditedStatements and the Interim Statements lack footnotes.

4.11         *Absenceof Undisclosed Liabilities*. Except for liabilities andobligations (i) reflected in the Unaudited Statements, (ii) reflected in theInterim Statements, (iii) arising after December 31, 2005 in the ordinarycourse of the operation by Sellers of the Acquired Businesses, or (iv)disclosed in section 4.11 of the Disclosure Schedule, to Sellers’ Knowledge,neither Seller has, and none of the Acquired Businesses is subject to, anyliability or obligation of any kind or nature (fixed or contingent) that wouldbe required to be recorded as a liability, or otherwise be disclosed in thenotes thereto, in financial statements prepared in accordance with GAAP as ofthe date hereof or as of the Closing Date.

4.12         *Absenceof Certain Changes or Events*. Except as set forth in section 4.12of the Disclosure Schedule or permitted by this Agreement, since December 31,2004, neither Seller has with respect to any of the Acquired Businesses or theAcquired Assets:

(a)           suffered any material damage,destruction, or casualty loss to its physical properties;

(b)           suffered any material adverse changein its business or financial condition or in its relationship with any of itsmaterial suppliers, customers, distributors, lessors, licensors, licensees, orother third parties;

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(c)           incurred or discharged any obligationor liability except in the Ordinary Course of Business and except forobligations, liabilities, and transactions that do not individually or in theaggregate have a Material Adverse Effect;

(d)           other than with respect to agreementsfor which neither Purchasers nor TESSCOwill have any liability after the Closing Date, increased the rate or terms ofcompensation or benefits payable to or to become payable by it to itsdirectors, officers, or key employees or increased the rate or terms of anybonus, pension, or other employee benefit plan covering any of its directors,officers, or key employees except in each case increases occurring in theOrdinary Course of Business in accordance with its customary practice(including normal periodic performance reviews and related compensation andbenefits increases) or as required by any pre-existing Commitment;

(e)           incurred any indebtedness forborrowed money or the deferred purchase price of property;

(f)            forgiven or canceled anyindebtedness for borrowed money owing to it or waived any claims or rights ofmaterial value, in each case except in the Ordinary Course of Business;

(g)           sold, leased, licensed, or otherwisedisposed of any of its material assets other than sales of Inventory and salesof obsolete assets in the Ordinary Course of Business;

(h)           amended or terminated any materialCommitment to which it is a party other than in the Ordinary Course ofBusiness; or

(i)            committed pursuant to a legallybinding agreement to do any of the things set forth in (c) through (h) above.

4.13         *Commitments*.Section 4.13 of the Disclosure Schedule identifies each of the following (eacha “**Disclosible Commitment**”): (i) eachlease of personal property used in any of the Acquired Businesses, (ii) eachsoftware license agreement and other license of tangible or intangible propertyused in any of the Acquired Businesses (other than licenses of standardoff-the-shelf software that is readily available at retail establishments),(iii) each written Customer Contract and Supplier Contract, (iv) each contractwith or commitment to any one or more of either Seller’s employees, and (v)each other Commitment, other than the Facilities Lease: (1) that relates to anobligation of either Seller for borrowed money or the deferred purchase priceof property; (2) that requires payments by either Seller after the date hereoftotaling more than $5,000 in any twelve-month period or more than $25,000 inthe aggregate; or (3) that provides for goods or services to be leased, sold,or purchased by either Seller and requires performance by either Seller for aperiod extending beyond December 31, 2006 (without regard to options to renewor extend that are exercisable only by either Seller and only in either Seller’ssole discretion). Except as set forth in section 4.13 of the DisclosureSchedule:

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(a)           Each Seller is and at all times sinceDecember 31, 2004 has been in compliance in all material respects with theterms of, and is not currently and has not at any time since December 31, 2004been in breach of or default with respect to, each Disclosible Commitment towhich it is a party or by which it or any of its assets is bound;

(b)           to Sellers’ Knowledge (but withouthaving conducted any inquiry of such other party), no other party to any DisclosibleCommitment is in breach thereof or in default with respect thereto (in eachcase without regard to the giving of notice or the passage of time or both);and

(c)           no other party to any DisclosibleCommitment has indicated to either Seller at any time after December 31, 2004any intention or desire to terminate, cancel, or not renew such DisclosibleCommitment (either on account of the transactions contemplated hereby orotherwise).

Exceptfor the Required Consents or as identified in section 4.13 of the DisclosureSchedule, no consents are required for the assignment of any Commitment orContract Rights to Purchasers. Except as set forth in section 4.13 of theDisclosure Schedule, true and complete copies of all Disclosible Commitmentshave previously been delivered to Purchasers.

4.14         *FacilitiesLease*. Except as set forth in the Disclosure Schedule: (i)GigaWave is, and at all times since December 31, 2001 has been, in compliancein all material respects with the terms of, and is not currently and has not atany time since December 31, 2001 been in breach of or default with respect toany material provision of, the Facilities Lease; (ii) neither Seller hasreceived any notice of breach or default under the Facilities Lease; and (iii)to Sellers’ Knowledge (but without having conducted any inquiry of suchlessor), the lessor under the Facilities Lease is not in breach of or indefault with respect to any of the material provisions of the Facilities Lease(in each case without regard to the giving of notice or the passage of time orboth).

4.15         *Transactionswith Related Parties*. Except: (i) as set forth in section 4.15of the Disclosure Schedule or (ii) for matters that will not affect Purchasers’or TESSCO’s operation of theAcquired Businesses or its use or enjoyment of the Acquired Assets, neitherSeller is a party to any Commitment or transaction with any officer, director,or partner of either Seller or any Affiliate of either Seller or of any suchofficer, director, or partner.

4.16         *ComplianceWith Laws*. Except as set forth in section 4.16 of the DisclosureSchedule, each Seller: (i) has since December 31, 2002 with respect to theAcquired Businesses complied with all applicable laws, rules, and regulationsin effect at the particular time the failure to comply with which could have aMaterial Adverse Effect or could result in any liability or obligation toeither Purchaser or to TESSCO and(ii) is in compliance with all applicable laws, rules, and regulationscurrently in effect. Sellers have all Permits necessary for the conduct of theAcquired Businesses as currently conducted the failure to have which would havea Material Adverse Effect or could result in any liability or obligation toeither Purchaser or to TESSCO.

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4.17         *Taxes*.Except as set forth in section 4.17 of the Disclosure Schedule, all Tax returnsand reports required to be filed by either Seller or with respect to any of theAcquired Businesses have been filed in a timely manner (taking into account anyextensions) and all Taxes for periods covered by such Tax returns and reportshave been paid or adequate accruals therefor are reflected in the appropriateFinancial Statements. Except as set forth in section 4.17 of the DisclosureSchedule, no deficiencies for any Taxes in respect of any of the AcquiredBusinesses or any of the Acquired Assets have been asserted or assessed againsteither Seller in writing and remain unpaid and, to Sellers’ Knowledge, thereexists no basis for the assertion of any deficiency for any Tax in respect ofany of the Acquired Businesses or any of the Acquired Assets. Neither Seller issubject to any income, franchise, or similar Tax under the laws of the State ofTexas, and neither Seller has any employees, assets, or operations outside theState of Texas.

4.18         *Environmental Matters*. Except as setforth in section 4.18 of the Disclosure Schedule:

(a)           Each Seller has complied in allmaterial respects with all applicable Environmental Laws, and neither Sellerhas received any written notice that either Seller or any other personoccupying or using any portion of the Facilities with the knowledge orpermission of either Seller is in violation of applicable Environmental Laws.

(b)           No claims have been asserted inwriting and, to Sellers’ Knowledge, there is no basis for any claims thateither Seller is in violation of any Environmental Law with respect to theFacilities or the ownership, operation, or use of any of the AcquiredBusinesses or any of the Acquired Assets.

(c)           Sellers have obtained, and to Sellers’Knowledge Sellers have complied in all material respects with the terms of, allEnvironmental Permits required under applicable Environmental Laws to operatethe Acquired Businesses or use the Acquired Assets as currently operated orused by Sellers and to store, dispose of, and otherwise handle any HazardousSubstances used in any of the Acquired Businesses.

(d)           Since December 31, 2001, neitherSeller has received any written request for information, notice, demand letter,administrative inquiry, or compliance notice from a Governmental Authority orother third party with respect to the presence of, and to Sellers’ Knowledgethere does not exist, any Contamination exceeding applicable clean-up standardsor remediation thresholds in, on, under, or about the Facilities or, except asset forth in section 4.18 of the Disclosure Schedule, any other real propertythat is owned or leased by either Seller or the threat of migration ofContamination exceeding applicable clean-up standards or remediation thresholdsonto, at, into, or under the Facilities.

(e)           Since December 31, 2001, neitherSeller has received any written request for information, notice, demand letter,inquiry, or compliance notice from a Governmental Authority or other thirdparty concerning, and to Sellers’ Knowledge there does not exist, anyContamination or threatened Contamination at any off-site location or locationsto which either Seller transported or arranged for the transportation ofHazardous Substances during either Seller’s operation of any of the AcquiredBusinesses or ownership or use of any of the Acquired Assets.

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4.19         *Laborand Employment Matters*.

(a)           Except as set forth in section 4.19of the Disclosure Schedule: (i) there is no unfair labor practice charge orcomplaint, and to Sellers’ Knowledge no union organizing effort, pending orthreatened against either Seller; (ii) to Sellers’ Knowledge, there are nolabor controversies, including strikes, disputes, slowdowns, or work stoppagespending or threatened, against either Seller; and (iii) there are no otheremployment-related claims, including wrongful termination, discrimination, orsexual harassment claims, pending, or to Sellers’ Knowledge threatened, againsteither Seller, and no such claims have been asserted against either Seller orany of its employees at any time after December 31, 2002.

(b)           Section 4.19 of the DisclosureSchedule identifies each nondisclosure or noncompetition agreement with anypast or present employee of either Seller and each agreement with any past orpresent employee of either Seller relating to the disclosure or ownership ofinventions or other intellectual property conceived by the employee.

4.20         *Employee Benefit Plans*.

(a)           Except as set forth in section 4.20of the Disclosure Schedule, neither Seller is a party to or obligated tocontribute to any Employee Benefit Plan. True and complete copies of all suchEmployee Benefit Plans have been delivered to Purchasers.

(b)           With respect to any Employee BenefitPlan that covers employees of either Seller: (1) neither such Employee BenefitPlan nor, to Sellers’ Knowledge, any plan fiduciary has engaged in a prohibitedtransaction as defined in section 406 of ERISA (for which no individual orclass exemption exists under section 408 of ERISA) or any prohibitedtransaction as defined in section 4975 of the Code (for which no individual orclass exemption exists under section 4975 of the Code) involving such EmployeeBenefit Plan that resulted in any liability which has not been satisfied; (2)all filings and reports as to such Employee Benefit Plan required to have beenmade to the IRS, to the U.S. Department of Labor or, if applicable, to thePension Benefit Guaranty Corporation have been made; (3) there is nolitigation, disputed claim (other than routine claims for benefits), orgovernmental proceeding or investigation commenced, pending, or to Sellers’Knowledge threatened with respect to any such Employee Benefit Plan or itsrelated trust; (4) such Employee Benefit Plan has been established, maintained,funded, and administered in all material respects in accordance with itsgoverning documents and any applicable provisions of ERISA, the Code, and theregulations promulgated thereunder; (5) neither of the Sellers nor any ERISAAffiliate has, during the preceding five (5) year-period, incurred anywithdrawal liability from a “multiemployer plan” within the meaning of section4001(a)(3) of ERISA.

(c)           With respect to each Employee BenefitPlan that covers employees of either Seller and that is intended to bequalified under section 401(a) or section 

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501(c)(9) of the Code, except as set forth in section 4.20of the Disclosure Schedule, favorable determination or approval letters as toqualification of such Employee Benefit Plan under section 401(a) or section501(c)(9) of the Code have been issued by the IRS and, to Sellers’ Knowledge,no event has occurred or condition exists that would adversely affect suchqualification.

(d)           There has not been any termination orpartial termination of any Employee Pension Benefit Plan maintained by eitherSeller or any ERISA Affiliate, during the period of such common control, at atime when Title IV of ERISA applied to such Plan that resulted in a liabilityto either Seller that has not been satisfied.

4.21         *BulkTransfer Laws*. The transactions contemplated by this Agreementdo not require compliance with the provisions of any “Bulk Sales Act,” bulktransfer law, or similar law requiring or providing for notice to any ofSellers’ creditors (including taxing authorities) in any jurisdiction (“**Bulk Transfer Laws**”).

4.22         *NoBrokers or Finders*. No broker’s, finder’s, or any similar feewill be incurred by or on behalf of either Seller or any of the AcquiredBusinesses in connection with the initiation, negotiation, execution, orperformance of this Agreement or the transactions contemplated hereby for whichPurchasers or TESSCO or any of theirrespective Affiliates shall have any liability.

4.23         *NoMaterial Misstatements or Omissions*. No representation or other statement by either Sellercontained in this Agreement or in any exhibit, schedule, annex, or otherdocument (including the Disclosure Schedule) delivered by either Seller inconnection with this Agreement knowingly contains any misstatement of amaterial fact or knowingly omits to state any fact necessary to make therepresentations or statements made therein not misleading.

**Article 5.      **        **Representations and Warranties of Purchasers and TESSCO**

Purchasers andTESSCO jointly and severally represent and warrant to Sellers as of the datehereof and (except as otherwise specifically provided herein) as of the ClosingDate as follows:

5.1           *Power and Authority; Effect of Agreement*.

(a)           TESSCOInc., GSS, and TESSCO are corporations duly organized, validly existing and ingood standing under the laws of the State of Delaware. Purchasers and TESSCOeach have all requisite corporate power and authority to execute, deliver, andperform their respective obligations under this Agreement and each of theClosing Documents to which they are a party and to consummate the transactionscontemplated hereby and thereby. TESSCO has all requisite corporate power andauthority to execute, deliver, and perform its obligations under the TESSCO Guaranty.

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(b)           The execution, delivery, andperformance by Purchasers and TESSCO of this Agreement and the ClosingDocuments to which each is a party and the consummation by Purchasers andTESSCO of the transactions contemplated hereby and thereby have been dulyauthorized by all necessary action on their part.

(c)           This Agreement has been duly andvalidly executed and delivered by each of Purchasers and TESSCO and constitutesthe legally valid and binding obligation of each of them, enforceable againsteach of them in accordance with its terms, and the TESSCO Guaranty has beenduly and validly executed and delivered by TESSCO and constitutes the legallyvalid and binding obligation of TESSCO, enforceable against TESSCO inaccordance with its terms, except, in each case, to the extent: (i) that suchenforceability may be limited by bankruptcy, insolvency, reorganization,fraudulent transfer, moratorium, preference, equitable subordination,marshaling, or other similar laws of general application now or hereafter ineffect relating to creditors’ rights generally and (ii) that the remedies of specificperformance, injunction, and other forms of equitable relief are subject tocertain tests of equity jurisdiction, equitable defenses, and the discretion ofthe court before which any proceeding therefor may be brought.

(d)           Except for any violation or defaultthat would not prevent or hinder the consummation of the transactionscontemplated hereby, the execution, delivery, and performance by each ofPurchasers and TESSCO of this Agreement and of the Closing Documents to whicheach of them is a party and the consummation by each of them of thetransactions contemplated hereby and thereby do not and will not, with orwithout the giving of notice or the lapse of time or both: (i) violate anyprovision of law, rule, or regulation to which either of them is subject; (ii)violate any order, judgment, or decree applicable to either of them; (iii)violate any provision of the certificate of incorporation or bylaws or otherorganizational documents of either of them; or (iv) violate or constitute adefault under any provision of any contract, agreement, or commitment to whicheither of them is a party or by which either of them is bound. Notwithstandingthe foregoing, this representation and warranty shall (1) not extend to laws,contracts, or other requirements that are adopted or otherwise take effectafter the Closing Date and (2) apply only to violations or defaults arisingfrom the execution, delivery, or performance by Purchasers or TESSCO of thisAgreement or of the Closing Documents and not to violations or defaults arisingfrom actions taken by either Seller.

5.2           *GovernmentalConsents*. No consent, approval, or authorization of or exemptionby or filing with any Governmental Authority is required to be obtained or madeby either Purchaser or by TESSCO in connection with the execution, delivery,and performance by either of them of this Agreement or the consummation of thetransactions contemplated hereby or the taking by either of them of any otheraction required hereunder.

5.3           *Litigation*. There is no Litigation pending or,to the knowledge of Purchasers or TESSCO,threatened against either Purchaser or against TESSCO that seeks to enjoin or obtain damages in respect of theconsummation of the transactions contemplated hereby.

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5.4           *NoBrokers or Finders*. No broker’s, finder’s, or any similar feewill be incurred by or on behalf of either Purchaser or by or on behalf ofTESSCO in connection with the initiation, negotiation, execution, orperformance of this Agreement or the transactions contemplated hereby for whicheither of the Sellers or any of their respective Affiliates shall have anyliability.

5.5           *NoMaterial Misstatements or Omissions*. No representation or other statement by either Purchaser or byTESSCO contained in this Agreementor in any exhibit, schedule, annex, or other document delivered by eitherPurchaser or by TESSCO in connectionwith this Agreement knowingly contains any misstatement of a material fact orknowingly omits to state any fact necessary to make the representations orstatements made therein not misleading.

**Article 6.       ADDITIONAL COVENANTSOF SELLERS**

Sellers herebyjointly and severally covenant and agree with Purchasers and TESSCO as follows:

6.1           *Cooperationby Sellers*. From the date hereof and through the Closing Date,Sellers shall use Commercially Reasonable Efforts, and shall cooperate withPurchasers, to promptly secure all necessary consents, approvals,authorizations, exemptions, and waivers from third parties as shall be requiredin order to enable Sellers to promptly effect the transactions contemplatedhereby and shall otherwise use Commercially Reasonable Efforts to cause theprompt consummation of such transactions in accordance with the terms andconditions hereof.

6.2           *InterimFinancial Statements*. Commencing with the month of February 2006and continuing with each calendar month thereafter that ends at least fifteen(15) days before the Closing Date, Sellers shall deliver to Purchasers notlater than fifteen (15) days after the end of such month an internally-preparedbalance sheet and statement of operations or income for such month and for thecalendar year to date.

6.3           *Conductof Business*. Except as may otherwise be contemplated by thisAgreement or required by any of the documents listed in the DisclosureSchedule, or except as Purchasers may otherwise consent to in writing (whichconsent shall not be unreasonably withheld), from the date hereof and throughthe Closing Date or the earlier termination of this Agreement in accordancewith its terms, Sellers shall:

(a)           in all material respects, operate theAcquired Businesses only in the ordinary course in substantially the mannerheretofore conducted;

(b)           use Commercially Reasonable Effortsto continue all existing insurance policies (or comparable insurance, includingas to scope and amount of coverage) insuring the Acquired Businesses and theAcquired Assets in full force and effect through (but not after) the ClosingDate and deliver certificates evidencing such coverage to Purchasers uponPurchasers’ request;

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(c)           use Commercially Reasonable Effortsto preserve Sellers’ relationships relating to the Acquired Businesses with itsmaterial suppliers, customers, distributors, lessors, and others havingmaterial business dealings with it;

(d)           other than with respect to agreementsfor which neither Purchaser nor any of the Acquired Businesses will have anyliability after the Closing Date, not enter into any employment or terminationagreement or effect any increase in the rate or terms of compensation payableor to become payable to directors, officers, or employees of either Seller oreffect any general increase in the compensation of other employees of theAcquired Businesses, or increase the rate or terms of any bonus, pension, orother employee benefit plan covering any of its directors, officers, oremployees, except in each case increases occurring in the Ordinary Course ofBusiness in accordance with Sellers’ customary practice (including normalperiodic performance reviews and related compensation and benefits increases)or as required by any pre-existing Commitment;

(e)           not agree to amend, modify, orterminate any of the Disclosible Commitments; and

(f)            not (i) incur any indebtedness forborrowed money, (ii) sell, lease, license, or otherwise dispose of any materialasset of any of the Acquired Businesses, other than sales of Inventory andsales of obsolete assets in the Ordinary Course of Business, (iii) purchase orenter into any lease for real property, (iv) knowingly create any consensualEncumbrance on any of the assets of any of the Acquired Businesses other thanPermitted Encumbrances, (v) forgive or cancel any indebtedness owing to eitherSeller or waive any claims or rights of material value other than in theOrdinary Course of Business, or (vi) enter into a legally binding agreement todo any of the things set forth in this subsection (f).

6.4           *Access*.From the date hereof through the Closing Date, Sellers shall provide Purchaserswith such information as Purchasers may from time to time reasonably requestwith respect to the Acquired Businesses and the transactions contemplated bythis Agreement and shall provide Purchasers and their Representatives,accountants, and lenders reasonable access during regular business hours andupon reasonable notice to the employees, properties, books, and records of orrelating to the Acquired Businesses as Purchasers may from time to timereasonably request. Until the Closing Date, all such information and accessshall be subject to the terms and conditions of the Confidentiality Agreement,which the parties hereby agree shall terminate, if the Closing occurs, as ofthe Closing Date. TESSCO agrees to cause each of its direct and indirectsubsidiaries, and each of its and their respective Representatives,accountants, and lenders, to abide by the provisions of the ConfidentialityAgreement.

6.5           *NoSolicitation of Transactions*. Until the Closing Date or theearlier termination of this Agreement in accordance with its terms, neitherSeller shall, directly or indirectly, through any agent, attorney, financialadvisor, or otherwise (each a “**Representative**”):

(a)           solicit,initiate, or encourage the submission of inquiries, proposals, or offers fromany person (other than Purchasers or TESSCO) relating in any way to 

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any equity investment in either Seller, anyacquisition of direct or indirect control of either Seller, the purchase of anypartnership or other equity interest in either Seller, the purchase of anymaterial portion of the Acquired Assets (other than in the Ordinary Course of Business),or any business combination involving either Seller, including any merger,consolidation, acquisition, purchase, or recapitalization of any nature thatwould involve either Seller or any of the Acquired Businesses or any of theAcquired Assets (each a “**Proposal**”);

(b)           participate in any discussions ornegotiations regarding a Proposal; furnish to any person any informationrelating to, or to be used in connection with, a Proposal; enter into anyagreement with any person relating to a Proposal; or otherwise consummate anymerger, consolidation, acquisition, purchase, recapitalization, issuance orsale of partnership or other equity interests, or disposition of a materialamount of assets (other than in the Ordinary Course of Business or with respectto any of the Excluded Assets) of any nature involving either Seller or any of the Acquired Businesses or any of theAcquired Assets; or

(c)           otherwisecooperate in any way with, or assist or participate in, facilitate, orencourage, any effort or attempt by any other person to do or seek any of theforegoing.

In addition, Sellers shall promptly advise Purchasersif any person makes inquiries regarding a possible transaction of the sortdescribed above.

6.6           *Books and Records; Personnel*. For aperiod of three (3) years after the Closing Date:

(a)           Sellers shall retain and not destroyor dispose of the Retained Books and Records and shall allow Purchasers andtheir agents reasonable access to all Retained Books and Records relating toany of the Acquired Businesses ineither Seller’s possession and not transferred to Purchasers during normalworking hours at Sellers’ principal place of business or at any location wheresuch Retained Books and Records are stored, and Purchasers shall have theright, at their own expense, to make copies of such Retained Books and Records.

(b)           Sellers shall make available toPurchasers upon written request (i) copies of any Retained Books and Records,(ii) personnel to assist Purchasers in reasonably locating and obtaining anyRetained Books and Records, and (iii) any of its personnel whose assistance orparticipation is reasonably required by either Purchaser or any of theirAffiliates in anticipation of, or preparation for, existing or futureLitigation or other matters in which either Purchaser or any of its Affiliatesis involved. In addition, Sellers shall otherwise cooperate with any reasonablerequest of Purchasers in connection with the performance, defense, or dischargeof the Assumed Liabilities. Purchasers shall reimburse Sellers for allreasonable out-of-pocket expenses incurred by them in performing the covenantscontained in this subsection.

6.7           *FurtherAssurances*. At any time or from time to time after the ClosingDate, Sellers shall, at the request of Purchasers and at Purchasers’ expense,execute and 

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deliver any further instruments or documents and takeall such further action as Purchasers may reasonably request in order toaccomplish or confirm the consummation of the transactions contemplated hereby.

6.8           *InventoryTransition*. Not later than seven (7) calendar days before theClosing Date, Sellers shall provide to TESSCO, in a mutually-agreed electronicform, the information specified in Schedule 6.8 with respect to theInventory (the “**Required SKU Information**”) to enableTESSCO to set up SKU data in TESSCO’ssystems. On or before the Closing Date, Sellers shall (i) cause all of theInventory to be labeled with TESSCO SKU labels and packaged for shipment toTESSCO and (ii) otherwise provide to TESSCO such assistance relating to thetransition of the Inventory to TESSCO’s facilities and the data relating to theInventory to TESSCO’s information systems as Purchasers and TESSCO shallreasonably request. Purchasers and TESSCO shall bear all costs (including thecost of providing SKU labels, packaging, necessary supervision, andnonsupervisory labor) associated with causing the Inventory to be labeled,packaged, and shipped to TESSCO’sfacilities and transitioning Required SKU Information provided by Sellers to TESSCO’s systems. Not later than sixty(60) days after the Closing Date Sellers shall cooperate with TESSCO in taking all steps reasonablynecessary to assemble the additional SKU information relating to the Inventorythat is required for presentation on www.tessco.com and in TESSCO’s *SolutionsGuide*.

6.9           *A/R and A/P Transition*.On or before the Closing Date, (i) Sellers and Purchasers shall cooperate todevelop methods of efficiently transferring information concerning the AccountsReceivable on the Closing Date A/R Report and information concerning Sellers’accounts payable set forth in the Closing Date A/P Report and any otheraccounts payable of Sellers assumed by Purchasers pursuant to section 2.5(a)(i)into TESSCO’s systems and (ii) Sellers shall otherwise provide to Purchasersand TESSCO such assistance relating to the transition of such information toTESSCO’s information systems as Purchasers and TESSCO shall reasonably request.

6.10         *TaxClearances*. Sellers shall make Commercially Reasonable Effortsto obtain and deliver to Purchasers on or before the Closing Date a certificatefrom the State of Texas in respect of sales, use, employment, and any other Taxto which either Seller is or may be subject under the laws of the State ofTexas to the effect that all returns and reports due before the Closing Datehave been filed and that all Taxes shown thereon for which either Purchaser mayhave any liability have been paid in full.

6.11         *NameChanges*. Promptly after the Closing Date, each Seller shall takesuch action as is reasonably necessary to change its name to one that does notuse the names “TerraWave” or “GigaWave.”

**ARTICLE7.   ADDITIONAL COVENANTS OF PURCHASERSAND TESSCO**

Purchasers and TESSCOhereby jointly and severally covenant and agree with Seller as follows:

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7.1           *Cooperationby Purchasers and TESSCO*. From the date hereof and through theClosing Date, Purchasers and TESSCO shall use Commercially Reasonable Efforts,and shall cooperate with Sellers, to promptly secure all necessary consents,approvals, authorizations, exemptions, and waivers from third parties as shallbe required in order to enable Purchasers and TESSCO to promptly effect thetransactions contemplated hereby and shall otherwise use CommerciallyReasonable Efforts to cause the prompt consummation of such transactions inaccordance with the terms and conditions hereof.

7.2           *Books and Records; Personnel*. For aperiod of three (3) years after the Closing Date:

(a)           Purchasers shall, and TESSCO shallcause Purchasers to, retain and not destroy or dispose of the Books and Recordsand shall allow Sellers and their agents reasonable access to all Books andRecords in Purchasers’ possession and not in Sellers’ possession during normalworking hours at Purchasers’ principal place of business or at any locationwhere such Books and Records are stored, and Sellers shall have the right, attheir own expense, to make copies of such Books and Records.

(b)           Purchasers shall, and TESSCO shallcause Purchasers to, make available to Sellers upon written request (i) copiesof any Books and Records, (ii) personnel to assist Sellers in reasonablylocating and obtaining any Books and Records, and (iii) any of its personnelwhose assistance or participation is reasonably required by Sellers or any oftheir Affiliates in anticipation of, or preparation for, existing or futureLitigation or other matters in which Sellers or any of their Affiliates areinvolved. In addition, Purchasers shall, and TESSCO shall cause Purchasers to,otherwise cooperate with any reasonable request of Sellers in connection withthe performance, defense, or discharge of the Retained Liabilities. Sellersshall reimburse Purchasers for all reasonable out-of-pocket expenses incurredby either of them in performing the covenants contained in this section.

7.3           *Maintaining Earn-OutOpportunity*. Before the end of the fourth Earnout Period,neither Purchasers nor TESSCO shall, without the prior written consent ofSellers in each case (which consent shall not be unreasonably withheld,conditioned, or delayed): (i) sell, or agree to sell, the Broadband Business,the Private Brand Business, the Training Business or the Wi-Fi Business to anythird party, other than as part of a sale or other transfer to the samepurchaser or transferee of substantially all of the assets of TESSCO and its subsidiaries; (ii)restructure the definitions of its lines of business in a manner that adverselyaffects the computation of Broadband NPC or Combined NPC; or (iii) establish ormaintain a line of business within TESSCO or an Affiliate thereof thatmaterially and directly competes with the Broadband Business, the Private BrandBusiness, the Training Business, or the Wi-Fi Business.

7.4           *FurtherAssurances*. At any time or from time to time after the ClosingDate, Purchasers and TESSCO shall, at the request of Sellers and at Sellers’expense, execute and deliver any further instruments or documents and take allsuch further action as Sellers may reasonably request in order to accomplish orconfirm the consummation of the transactions contemplated hereby.

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#### **Article 8.       EmployeeMatters**

8.1           *Offersto Sellers’ Employees*. Purchasers and TESSCO shall be free, atany time before or after the Closing Date, to make (or decline to make) offersof employment to such of Sellers’ employees as Purchasers or TESSCO shalldetermine, in their sole and absolute discretion. Any such offers shall be onsuch terms as Purchasers or TESSCO may determine, without regard tocompensation, benefits, or other terms of employment afforded to or under whichsuch employees have been engaged by Sellers. In order to minimize disruption toSellers’ operation of the Acquired Businesses before the Closing Date,Purchasers and TESSCO shall consult with Sellers and make CommerciallyReasonable Efforts to coordinate such offers with Sellers. Sellers agree tocooperate with and use Commercially Reasonable Efforts to assist Purchasers andTESSCO in connection with such offers.

8.2           *PreclosingEmployee Expenses*. Any and all claims, liabilities, and expenses(including compensation, accrued vacation and sick pay and other benefits,severance pay, payroll taxes, workers’ compensation benefits, premiums,additional premiums, and audit adjustments, and claims under federal and statewage and hour laws and other laws and regulations with respect to employment)relating to or arising out of the employment, or cessation of the employment,on or before the Closing Date of any present or former active or inactiveemployee of either Seller, with the exception of Accrued Vacation Expense,shall be the sole responsibility of Sellers, all of which shall constituteRetained Liabilities.

#### **Article 9.       Conditionsto Obligations of Purchasers and TESSCO**

Theobligations of Purchasers and TESSCO to consummate the transactionscontemplated by this Agreement shall be subject to the satisfaction (or waiverin writing by Purchasers and TESSCO) of each of the following conditions:

9.1           *Representations,Warranties and Covenants of Sellers*. Sellers shall have compliedin all material respects with their agreements and covenants contained hereinto be performed on or before the Closing Date; the representations andwarranties of Sellers contained herein shall be true and correct in allmaterial respects as of the date hereof and shall be true and correct in allmaterial respects as of the Closing Date with the same effect as though made onand as of the Closing Date, except, in the latter case, to the extent that anysuch representations and warranties were made as of a specified date, suchrepresentations and warranties shall continue on the Closing Date to be true inall material respects as of the specified date; and Purchasers shall havereceived the Sellers Certificate.

9.2           *NoProhibition*. No statute, rule, or regulation or order of anyGovernmental Authority shall be in effect that prohibits Purchasers or TESSCOfrom consummating the transactions contemplated hereby.

9.3           *Documents*.Purchasers shall have received the Closing Documents referred to in section 2.7(b)(iv)duly executed by Sellers.

9.4           *EmploymentAgreements*. Each of the Key Executives shall have executed anddelivered his Employment Agreement.

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9.5           *RequiredConsents*. All Required Consents shall have been obtained anddelivered in writing to Purchasers.

9.6           *TaxClearances*. Purchasers shall be reasonably satisfied, by virtueof the receipt of certificates from the relevant taxing authorities orotherwise, that neither Purchaser nor TESSCO shall incur any liability byoperation of law for Taxes shown on any return or report filed or required tobe filed by either Seller before the Closing Date with the taxing authoritiesof the State of Texas.

9.7           *RequiredSKU Information*. Sellers shall have provided the Required SKUInformation.

9.8           *NoMaterial Adverse Change*. No event, condition, or change shallhave occurred with respect to any of the Acquired Businesses or the AcquiredAssets or the Facilities that has or, in Purchasers’ reasonable judgment islikely to have, a Material Adverse Effect.

#### **Article 10.    Conditionsto Obligations of Sellers**

The obligation ofSellers to consummate the transactions contemplated by this Agreement shall besubject to the satisfaction (or waiver in writing by Sellers) of each of thefollowing conditions:

10.1         *Representations,Warranties and Covenants of Purchasers and TESSCO*. Purchasers andTESSCO shall have complied in all material respects with their respectiveagreements and covenants contained herein to be performed on or before theClosing Date; the representations and warranties of Purchasers and TESSCOcontained herein shall be true and correct in all material respects as of thedate hereof and shall be true and correct in all material respects as of theClosing Date with the same effect as though made on and as of the Closing Date,except, in the latter case, to the extent that any such representations andwarranties were made as of a specified date, such representations andwarranties shall continue on the Closing Date to be true in all materialrespects as of the specified date; and Sellers shall have received thePurchasers Certificate.

10.2         *NoProhibition*. No statute, rule, or regulation or order of anyGovernmental Authority shall be in effect that prohibits either Seller fromconsummating the transactions contemplated hereby.

10.3         *Documents*.Sellers shall have received the Closing Documents referred to in section 2.7(b)(i)duly executed by Purchasers and TESSCO as applicable.

10.4         *EmploymentAgreements*. TESSCOIncorporated shall have executed and delivered the EmploymentAgreements.

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#### **Article 11.    TerminationBefore Closing**

11.1         *Termination*. This Agreement may beterminated at any time before the Closing:

(a)           By the mutual written consent ofPurchasers and Sellers; or

(b)           By either Sellers or Purchasers bynotice to the other in writing, without liability to the terminating party onaccount of such termination (provided the terminating party is not otherwise indefault under or in breach of this Agreement), if the Closing has not occurredon or before April 28, 2006; or

(c)           By either Sellers or Purchasers bynotice to the other in writing, if the other party shall be in default under orshall have breached any of the provisions of this Agreement, or if any of theother party’s representations made herein shall be untrue in any materialrespect, and such default or breach has not been cured within five (5) BusinessDays of the date notice thereof is given to the defaulting or breaching party.

11.2         *Effecton Obligations*. Termination of this Agreement pursuant to this Article11 shall terminate all further obligations of the parties hereunder, except forthe obligations under Article 13 and Article 14 hereof and under theConfidentiality Agreement; *provided*,however, that termination pursuant to section 11.1(c) by reason of a defaultunder or breach of any covenant or agreement, or by reason of a failure of arepresentation to be true in any material respect, shall not relieve thedefaulting or breaching party from any liability to the other party hereunder.

#### **Article 12.    Indemnification**

12.1         *Indemnificationby Sellers*. Sellers, jointly and severally, agree to indemnifyand hold Purchasers and TESSCO and their respective Affiliates harmless fromand against any and all Losses incurred by Purchasers or TESSCO or any if itsrespective Affiliates in connection with or arising from or by virtue of:

(a)           any breach by either Seller of or anyfailure by either Seller to perform any of its covenants, agreements, orobligations in or under this Agreement or any other document delivered pursuanthereto (including the Closing Documents to which Sellers are a party);

(b)           any breach of any warranty or theinaccuracy of any representation of either Seller contained in this Agreementor in any document or certificate delivered by or on behalf of Sellers pursuanthereto;

(c)           any of the Retained Liabilities;

(d)           either Seller’s failure to complywith or any waiver by Purchasers of compliance with the provisions of any BulkTransfer Laws;

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(e)           (i) the provisions of the WorkerAdjustment and Retraining Notification Act, as amended, attributable to anyactions taken by either Seller before, on, or after the Closing Date; (ii) anyclaims made by any employee of either Seller for any severance pay ortermination pay by reason of any termination or deemed termination of suchemployee’s employment by either Seller (1) before, on, or after the ClosingDate for any reason or (2) as a result of the transactions contemplated by thisAgreement; or (iii) any claim made by any employee of either Seller forwrongful termination, discrimination, or violation of any labor or employmentlaw arising out of facts occurring during the period when such employee wasemployed by either Seller; or

(f)            any claim based on acts, events, oromissions on the part of either Seller occurring before the Closing Date,except to the extent that liability for such claim is included among theAssumed Liabilities.

12.2         *Indemnificationby Purchasers and TESSCO*. Purchasers and TESSCO jointly andseverally agree to indemnify and hold Sellers and their Affiliates harmlessfrom and against any and all Losses incurred by either Seller or any of itsAffiliates in connection with or arising from or by virtue of:

(a)           any breach by Purchasers or TESSCO ofor any failure by Purchasers or TESSCO to perform any of its respectivecovenants, agreements, or obligations in or under this Agreement or any otherdocument delivered pursuant hereto (including the Closing Documents);

(b)           any breach of any warranty or theinaccuracy of any representation of Purchasers or TESSCO contained in thisAgreement or in any document or certificate delivered by or on behalf ofPurchasers or TESSCO pursuant hereto;

(c)           any of the Assumed Liabilities;

(d)           the operation of the AcquiredBusinesses or the ownership of the Acquired Assets by Purchasers after theClosing Date, except to the extent that liability for such matter is includedamong the Retained Liabilities; or

(e)           any claim based on acts, events, oromissions occurring after the Closing Date on the part of Purchasers or TESSCO,except to the extent that liability for such claim is included among theRetained Liabilities.

12.3         *Notice of Claims*.

(a)           Any party (the “**Indemnitee**”) seeking indemnificationhereunder shall give to the party obligated to provide indemnification to suchIndemnitee (the “**Indemnitor**”) anotice (a “**Claim Notice**”) describingin reasonable detail the facts giving rise to any claim for indemnificationhereunder and shall include in such Claim Notice (if then known) the amount orthe method of computation of the amount of such claim and a reference to theprovision of this Agreement or any other agreement, document, or instrumentexecuted hereunder or in connection herewith upon which such claim is based. AClaim Notice in respect 

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of any action at law or suit in equity by or against athird person as to which indemnification will be sought shall be given promptlyafter the action or suit is commenced, but failure to give such notice shallnot relieve the Indemnitor of its obligations hereunder except to the extentthat the Indemnitor shall have been prejudiced by such failure.

(b)           After the giving of any Claim Noticepursuant hereto, the amount of indemnification to which an Indemnitee shall beentitled under this Article 12 shall be determined: (i) by written agreementbetween the Indemnitee and the Indemnitor; (ii) by a final decision of thearbitrator in an arbitration conducted pursuant to section 13.2; (iii) by afinal judgment or decree of any court of competent jurisdiction; or (iv) by anyother means to which the Indemnitee and the Indemnitor shall agree. The decisionof an arbitrator or the judgment or decree of a court shall be deemed finalwhen the time for appeal, if any, shall have expired and no appeal shall havebeen taken or when all appeals taken shall have been finally determined. TheIndemnitee shall have the burden of proof in establishing the amount of Lossessuffered by it.

(c)           In calculating any Loss there shallbe deducted any insurance recovery in respect thereof and, to the extentpermitted by the applicable insurance policy, the Indemnitee shall secure awaiver of all rights of subrogation of any insurer. Any Indemnitee shall beentitled to indemnification in respect of any Loss notwithstanding theavailability of and before the receipt of the proceeds of any insurance claim,but the Indemnitee shall promptly pay over to the Indemnitor any insuranceproceeds subsequently received that relate to the Loss with respect to whichthe Indemnitor has previously indemnified the Indemnitee.

12.4         *Third-Person Claims*.

(a)           Subject to subsection (b), the Indemniteeshall have the right to conduct and control, through counsel of its choosing,the defense, compromise, or settlement of any third-person claim, action, orsuit against such Indemnitee as to which indemnification will be sought by anyIndemnitee from any Indemnitor hereunder, and in any such case the Indemnitorshall cooperate in connection therewith and shall furnish such records,information, and testimony and attend such conferences, discovery proceedings,hearings, trials, and appeals as may be reasonably requested by the Indemniteein connection therewith. The Indemnitor may nevertheless participate, throughcounsel chosen by it and at its own expense, in the defense of any such claim,action, or suit as to which the Indemnitee has so elected to conduct andcontrol the defense thereof. The Indemnitee shall not, without the writtenconsent of the Indemnitor (which written consent shall not be unreasonablywithheld), pay, compromise, or settle any such claim, action, or suit, exceptthat no such consent shall be required if, following a written request from theIndemnitee, the Indemnitor shall fail, within fourteen (14) days after themaking of such request, to acknowledge and agree in writing that, if suchclaim, action, or suit shall be adversely determined, such Indemnitor has anobligation to provide indemnification hereunder to such Indemnitee, nor shallany such consent be required if the Indemnitee waives any right to indemnitytherefor.

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(b)           If any third-person claim, action, orsuit against any Indemnitee is solely for money damages, then the Indemnitorshall have the right to conduct and control, through counsel of its choosing,the defense, compromise, or settlement of any such third-person claim, action,or suit against such Indemnitee as to which indemnification will be sought byany Indemnitee from any Indemnitor hereunder if the Indemnitor has acknowledgedand agreed in writing that, if the same is adversely determined, the Indemnitorhas an obligation to provide indemnification to the Indemnitee in respectthereof, and in any such case the Indemnitee shall cooperate in connectiontherewith and shall furnish such records, information, and testimony and attendsuch conferences, discovery proceedings, hearings, trials, and appeals as maybe reasonably requested by the Indemnitor in connection therewith. TheIndemnitee may nevertheless participate, through counsel chosen by it and atits own expense, in the defense of any such claim, action, or suit as to whichthe Indemnitor has so elected to conduct and control the defense thereof.Notwithstanding the foregoing, the Indemnitee shall have the right to pay,settle, or compromise any such claim, action, or suit if the Indemnitee waivesany right to indemnity therefor.

12.5         *Time Limits on Assertion of Claims.*

(a)           In General. Except to theextent that subsection (b) operates to provide a longer period, no claim forindemnification may be asserted under sections 12.1 or 12.2 after December 31,2007, but the foregoing shall not preclude indemnification for any Lossesarising out of or relating to any matter with respect to which a Claim Noticehas been given before such date. The obligations of the Indemnitor in respectof any such matter shall continue until the liability of the Indemnitortherefor has been determined pursuant to this Article 12 and the Indemnitor hasreimbursed the Indemnitee for all Losses for which the Indemnitor is liableunder this Article 12.

(b)           Claims With Respect to RetainedLiabilities. A claim for indemnification against either Seller arising outof or relating to a Retained Liability may be asserted against such Seller atany time until the later of: (i) three (3) years after the Closing Date and(ii) one (1) year of the date that either Purchaser or TESSCO is finally determinedto be liable to a third party with respect to such Retained Liability.

12.6         *Limitations on Indemnification.*

(a)           In General. Notwithstandinganything in this Article 12 or any other provision of this Agreement, except asprovided in subsection (b), neither Sellers, on the one hand, nor Purchasersand TESSCO, on the other hand, shall have any liability (for indemnification orotherwise) with respect to Losses under this Article 12 until the total of allLosses and Claim Expenses with respect to such matters exceeds Twenty FiveThousand Dollars ($25,000) (the “**Threshold**”),and then only for the amount by which such Losses exceed the Threshold.

(b)           Exclusions from Threshold. Thefollowing shall be excluded from the computation and application of theThreshold:

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(i)            Inthe case of Purchasers and TESSCO, the obligation to pay the Purchase Price(including the obligation to pay and perform the Assumed Liabilities) and anyamount payable under the Employment Agreements; and

(ii)           Inthe case of Sellers, the obligation to pay and perform the RetainedLiabilities.

(c)           Accounts Receivable and Inventory.Other than on account of a representation by Sellers that was made in bad faithand, to Sellers’ Knowledge, was materially false or misleading when made withrespect to the collectibility of an Account Receivable reflected in the ClosingDate A/R Report or the salability or condition of any item of Inventoryreflected in the Closing Date Inventory Report, neither Purchasers nor TESSCOshall be entitled to assert any claim for indemnification arising out of thedetermination after the Closing Date that an Account Receivable isuncollectible or an item of Inventory is not salable or is obsolete. In noevent, however, shall the foregoing preclude the deduction, in the determinationof Net Profit Contribution, of any amount in respect of an Account Receivableor an item of Inventory otherwise permitted by ***ExhibitF***.

(d)           Aggregate Maximum Liability ofSellers. Except with respect to Losses resulting from the actual fraud ofeither Seller or its agents and related Claim Expenses (for which there shallbe no limitation), Sellers’ aggregate total liability for Losses under this Article12 and all other provisions of this Agreement shall not exceed the amount ofthe Purchase Price.

(e)           Right of Offset. Purchasersand TESSCO shall have the right to withhold from any Installment Payment, NPCEarnout Payment, or Broadband NPC Payment otherwise payable to Sellers underthe provisions of this Agreement the amount of any Losses with respect to whichPurchasers or TESSCO has made a claim for indemnification hereunder, and, uponthe resolution or determination of such claim, Purchasers and TESSCO may offsetthe amount of indemnification to which they are entitled against such withheldamount as a result thereof. In the event that Purchasers or TESSCO propose tomake any such withholding or offset, Purchasers or TESSSCO shall give Sellerswritten notice thereof. Any dispute with respect thereto shall be resolved inaccordance with Article 13.

12.7         *Express Negligence Acknowledgement*. **EACH PARTY TO THIS AGREEMENTACKNOWLEDGES THAT THE VARIOUS INDEMNITIES CONTAINED IN THIS AGREEMENT INCLUDEPROVISIONS INDEMNIFYING PERSONS FOR MATTERS THAT MAY BE DEEMED TO INCLUDE THEORDINARY NEGLIGENCE OF THE INDEMNITEE. THE PARTIES AGREE THAT THEINDEMNIFICATION PROVISIONS CONTAINED IN THIS AGREEMENT ARE CAPTIONED TO CLEARLYIDENTIFY THE INDEMNIFICATION PROVISIONS AND, THEREFORE, ARE SO CONSPICUOUS THATEACH PARTY HAS FAIR NOTICE OF THE EXISTENCE AND CONTENTS OF SUCH PROVISIONS ANDWAIVES ANY RIGHT IT MAY HAVE TO CLAIM OTHERWISE.**

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#### **Art****I****cle 13.**            **DISPUTE RESOLUTION**

13.1         *Negotiation and Good-FaithResolution.* The parties agree to use Commercially ReasonableEfforts in good faith to settle any dispute arising between them under or inconnection with this Agreement by amicable means and not to resort toarbitration or other legal action unless such efforts have been attempted andare unsuccessful after a period of sixty (60) days, except where delay would inthe reasonable judgment of a party result in irreparable harm. In the event ofa dispute, the party raising the same shall give written notice to the othersetting forth in reasonable detail the factual basis of the dispute and citingthe pertinent provisions of this Agreement. Promptly thereafter seniorexecutives of the parties with authority to resolve the matter shall meet,either in person or by telephone, in an attempt to resolve the dispute.

13.2         *Arbitration.*Any claims (including counterclaims and cross-claims) and disputes between theparties that cannot be resolved in accordance with section 13.1, except for aclaim or action permitted by section 13.3, shall be resolved by submission tobinding arbitration before a single neutral arbitrator in accordance with theCommercial Arbitration Rules and Procedures of the American ArbitrationAssociation (“**AAA**”) then ineffect. If the arbitration is commenced by either Seller, it shall be held inBaltimore, Maryland. If the arbitration is commenced by Purchasers or TESSCO,it shall be held in San Antonio, Texas. The party that substantially prevailsin the arbitration shall be entitled to an award of its Claim Expenses(including reasonable attorneys’ fees) with respect to any such arbitration,and the cost of the arbitration and the fees charged by the AAA shall be sharedequally by the parties. No depositions, interrogatories, production ofdocuments, or other discovery shall be permitted in connection with anyarbitration except as may be determined by the arbitrator upon a specificshowing of need and then only in accordance with such conditions as thearbitrator shall specify.

13.3         *InjunctiveRelief*. Notwithstanding any other provision of this Agreement, aparty shall have the right to apply to a court having appropriate jurisdictionto seek injunctive or other equitable relief, on either an interim or permanentbasis, for any claim arising under or in connection with this Agreement.

#### **Article 14.            MISCELLANEOUS**

14.1         *Certain Rules of Construction*.

(a)           Number. The definitionscontained in Article 1 and elsewhere in this Agreement shall be equallyapplicable to both the singular and plural forms.

(b)           Agreements. Any agreementreferred to herein shall mean such agreement as amended, supplemented, andmodified from time to time to the extent permitted by the provisions thereofand by this Agreement.

(c)           “Including”; “Or.” The word “including”means and shall be read as “including but not limited to” and the word “or”means “or” in the nonexclusive sense, *i.e*., either “and”or “or.”

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(d)           Article and Section References.Except as otherwise specified herein, references herein to Articles, sections,subsections, and paragraphs are references to the Articles, sections,subsections, and paragraphs of this Agreement.

(e)           “Party” and “Parties.”References to a “party” or the “parties,” unless the context otherwise plainlyrequires, are references to the parties to this Agreement, namely, Sellers,Purchasers, and TESSCO.

(f)            Headings. The headings of theArticles, sections, subsections, and paragraphs of this Agreement are insertedfor convenience only and shall not be deemed to constitute part of thisAgreement or affect the construction hereof.

14.2         *EntireAgreement*. This Agreement (including the Disclosure Schedule andall exhibits, schedules, and annexes hereto), together with the ConfidentialityAgreement and the TESSCO Guaranty,constitutes the sole understanding of the parties with respect to the subjectmatter hereof and supersedes any and all prior discussions, negotiations, understandings,and agreements.

14.3         *Successorsand Assigns*. This Agreement shall inure to the benefit of and bebinding upon the respective successors and assigns of the parties hereto; *provided*, however, that, before the end ofthe fourth Earnout Period, this Agreement may not be assigned by any party toany third person without the prior written consent of all of the other parties.Notwithstanding the foregoing, either Purchasers or TESSCO may assign itsrights under this Agreement after the Closing Date to any person who acquiresall or substantially all of the Acquired Businesses or the Acquired Assets, butno such assignment of this Agreement or any of the rights or obligationshereunder shall relieve Purchasers or TESSCO of its obligations under this Agreementaccrued through the date of such assignment.

14.4         *Modificationand Waiver*. No amendment, modification, or alteration of theterms or provisions of this Agreement shall be binding unless the same shall bein writing and duly executed by the parties hereto, except that any of theterms or provisions of this Agreement may be waived in writing at any time bythe party who is entitled to the benefits of such waived term or provision. Nowaiver of any of the provisions of this Agreement shall be deemed to or shallconstitute a waiver of any other provision hereof (whether or not similar). Nodelay on the part of any party in exercising any right, power, or privilegehereunder shall operate as a waiver thereof.

14.5         *Expenses*.Except as otherwise provided herein, Sellers and Purchasers shall each pay allcosts and expenses incurred by them or on their behalf in connection with thisAgreement and the transactions contemplated hereby, including fees and expensesof their own financial consultants, accountants, and counsel.

14.6         *Third-PartyBeneficiaries*. Nothing in this Agreement, express or implied, isintended to confer upon any other person or entity any rights or remedies ofany nature whatsoever under or by reason of this Agreement.

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14.7         *Notices*. Any notice, request, demand,instruction, or other communication to be given hereunder by any party heretoto any other party shall be in writing and shall be given by delivery in person(including by overnight courier), by electronic facsimile transmission, or bycertified mail, return receipt requested, as follows:

if toSellers, to:

TerraWave Solutions, Ltd.GigaWave Technologies, Ltd.10521 GulfdaleSan Antonio, TX 78216Attention: Christopher N. Marco, PresidentFax: (210) 798-8372

*with copy to*:

S. Michael Dunn, Esq.Phillips & Reiter, PLLC5000 Plaza on the Lake, Suite 175Austin, TX 78746Fax: (512) 646 1106

if toPurchasers or TESSCO, to:

TESSCO IncorporatedGW Service Solutions, Inc.TESSCO Technologies Incorporated375 West Padonia RoadTimonium, MD 21093Attention: Robert B. Barnhill, Jr., President and CEOFax: (410) 229 1656

with a copy to:

Michael L. Quinn, EsquireNeuberger, Quinn, Gielen, Rubin & Gibber, P.A.27th FloorOne South StreetBaltimore, MD 21202Fax: (410) 332 8576

or at such otheraddress or fax number for a party as shall be specified by like notice. Thedate of giving any such notice shall be the date of hand delivery, the datereceived if sent by electronic facsimile transmission, the Business Day afterdelivery to the overnight courier service, or seven (7) Business Days afterdeposit, postage prepaid, in the United States mail.

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14.8         *GoverningLaw*. This Agreement shall be construed in accordance with andgoverned by the internal laws of the State of Maryland (without regard to any provisionthat would result in the application of the laws of any other state orjurisdiction) applicable to agreements made and to be performed wholly withinsuch jurisdiction.

14.9         *PublicAnnouncements*. None of the parties shall make any publicstatements, including any press releases, with respect to this Agreement andthe transactions contemplated hereby, without the prior written consent of theother party (which consent shall not be unreasonably withheld) except as may berequired by applicable law or by the rules, regulations, or practices of theSecurities and Exchange Commission or the Nasdaq Stock Exchange. If a publicstatement is required to be made pursuant to the foregoing sentence, theparties shall, to the extent reasonably practicable, consult with each other inadvance as to the contents and timing thereof.

14.10       *Counterparts*. This Agreement may beexecuted in two or more counterparts, each of which shall for all purposes bedeemed an original and all of which together shall constitute the sameinstrument. This Agreement may be executed and delivered by facsimile, and acounterpart signature page so delivered shall have the same effect as anoriginal.

**[SIGNATURES CONTINUED ON NEXT PAGE — BALANCE OF THIS PAGE INTENTIONALLYBLANK]**

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**INWITNESS WHEREOF,**each of theparties has caused this Agreement to be executed on its behalf as of the datefirst above written.
| **Attest/Witness:** | ** ** |   |   | **TerraWave Solutions, Ltd.**             |
|---------------------|------------|--------|--------|-------------------------------------------|
|                |       | By:    |   | CCCS Management, LLC, its General Partner |
|                |       |   |   |                                      |
|                |       |   |   |                                      |
| /s/ Carter J. Burke |       | By:    |   | /s/ Christopher N. Marco                  |
|                |       |   |   | Name: Christopher N. Marco                |
|                |       |   |   | Title: President                          |
|                |       |   |   |                                      |
|                |       |   |   |                                      |
| **Attest/Witness:** | ** ** |   |   | **GigaWave Technologies, Ltd.**           |
|                |       | By:    |   | CCCS Management, LLC, its General Partner |
|                |       |   |   |                                      |
|                |       |   |   |                                      |
| /s/ Carter J. Burke |       | By:    |   | /s/ Christopher N. Marco                  |
|                |       |   |   | Name: Christopher N. Marco                |
|                |       |   |   | Title: President                          |

 

**[Signaturescontinued on next page — Balance of this page intentionally blank]**

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**[AssetPurchase Agreement Signature Page — Continued]**

 
| **Attest/Witness:**      | ** ** |   |   | **TESSCO Incorporated**              |
|--------------------------|------------|--------|--------|--------------------------------------|
| ** **               | ** ** |   |   | ** **                           |
| ** **               | ** ** |   |   | ** **                           |
| /s/ P.D. Dollenberg, Jr. |       | By:    |   | /s/ Robert B. Barnhill, Jr.          |
|                     |       |   |   | Robert B. Barnhill, Jr., President   |
|                     |       |   |   |                                 |
|                     |       |   |   |                                 |
| **Attest/Witness:**      | ** ** |   |   | **GW Service Solutions, Inc.**       |
| ** **               | ** ** |   |   | ** **                           |
| ** **               | ** ** |   |   | ** **                           |
| /s/ P.D. Dollenberg, Jr. |       | By:    |   | /s/ Robert B. Barnhill, Jr.          |
|                     |       |   |   | Robert B. Barnhill, Jr., President   |
|                     |       |   |   |                                 |
|                     |       |   |   |                                 |
| **Attest/Witness:**      | ** ** |   |   | **TESSCO Technologies Incorporated** |
| ** **               | ** ** |   |   | ** **                           |
| ** **               | ** ** |   |   | ** **                           |
| /s/ P.D. Dollenberg, Jr. |       | By     |   | :/s/ Robert B. Barnhill, Jr.         |
|                     |       |   |   | Robert B. Barnhill, Jr.              |
|                     |       |   |   | President and CEO                    |

** **

**[SIGNATURES CONTINUED ON NEXT PAGE — BALANCE OF THIS PAGE INTENTIONALLYBLANK]**

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**[ASSET PURCHASE AGREEMENTSIGNATURE PAGE — CONTINUED]**

Subject to the satisfaction (or waiver by Sellers) ofthe conditions set forth in Article 10, each of the undersigned hereby agreesto execute and deliver his Employment Agreement on the Closing Date.

**WITNESS**:
| /s/ Carter J. Burke       |   | /s/ Christopher N. Marco            |
|---------------------------|--------|-------------------------------------|
|                      |   | Christopher N.  Marco, Individually |
|                      |   |                                |
|                      |   |                                |
| /s/ Christopher  N. Marco |   | /s/ Carter J. Burke                 |
|                      |   | Carter J. Burke,  Individually      |
|                      |   |                                |
|                      |   |                                |
| /s/ Stephen R.  Snow      |   | /s/ Charles A. Sablatura            |
|                      |   | Charles A.  Sablatura, Individually |
|                      |   |                                |
|                      |   |                                |
| /s/ Charles A.  Sablatura |   | /s/ Stephen R. Snow                 |
|                      |   | Stephen R. Snow,  Individually      |

 

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**EXHIBITS:**

A — Assumption Agreement

B — Bill of Sale and Instrument of Assignment

C — Form of Copyright Assignment

D —Employment Agreements:

D-1 — Marco Employment Agreement

D-2 — Burke Employment Agreement

D-3 — Sablatura Employment Agreement

D-4 — Snow Employment AgreementE — Assignment of Lease

F — Definition of “Net Profit Contribution” andRelated Terms

G — Purchasers Certificate

H — Sellers Certificate

I —Trademark Assignments:

I-1 — Assignment of TerraWave Trademark

I-2 — Assignment of GigaWave Trademark

**SCHEDULES:**

Schedule1.98: RequiredConsents

Schedule2.2: Certain ExcludedAssets

Schedule2.5(a): CertainAssumed Liabilities

Schedule2.5(c): CertainRetained Liabilities

**DISCLOSURESCHEDULE**

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