EXHIBIT 10.41**REGISTRATION RIGHTS AGREEMENT**     This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 19thday of April, 2007 by and among LCC International, Inc., a Delaware corporation (the “Company”),and the “Investors” executing this Agreement and named in that certain Purchase Agreement by andamong the Company and the Investors dated the date hereof (the “Purchase Agreement”).     The parties hereby agree as follows:     1. Certain Definitions.     Capitalized terms used herein which are defined in the Purchase Agreement shall have themeanings set forth in the Purchase Agreement, unless otherwise defined herein. As used in thisAgreement, the following terms shall have the following meanings:     “Affiliate” means, with respect to any person, any other person which directly orindirectly controls, is controlled by, or is under common control with, such person.     “Business Day” means a day, other than a Saturday or Sunday, on which banks in NewYork City are open for the general transaction of business.     “Common Stock” shall mean the Company’s Class A common stock, par value $0.01 pershare, and any securities into which such shares may hereinafter be reclassified.     “Investors” shall mean the Investors identified in the Purchase Agreement and anyAffiliate or permitted transferee of any Investor who is a subsequent holder of any RegistrableSecurities.     “Prospectus” shall mean the prospectus included in any Registration Statement, asamended or supplemented by any prospectus supplement, with respect to the terms of the offering ofany portion of the Registrable Securities covered by such Registration Statement and by all otheramendments and supplements to the prospectus, including post-effective amendments and all materialincorporated by reference in such prospectus.     “Register,” “registered” and “registration” refer to a registrationmade by preparing and filing a Registration Statement or similar document in compliance with the1933 Act (as defined below), and the declaration or ordering of effectiveness of such RegistrationStatement or document.     “Registrable Securities” shall mean (i) the Shares, and (ii) any other securitiesissued or issuable with respect to or in exchange for Registrable Securities; provided, that, asecurity shall cease to be a Registrable Security upon (A) sale pursuant to a RegistrationStatement or Rule 144 under the 1933 Act, or (B) such security becoming eligible for sale by theInvestors pursuant to Rule 144(k).     “Registration Statement” shall mean any registration statement of the Company filedunder the 1933 Act that covers the resale of any of the Registrable Securities pursuant to theprovisions of this Agreement (including the Registration Statement referred to in Section 2),amendments and supplements to such Registration Statement(s), including the Prospectus, post-
 

 
effective amendments, all exhibits and all material filed and incorporated by reference insuch Registration Statement.     “Required Investors” mean the Investors holding a majority of the RegistrableSecurities.     “Rule 401”, “Rule 415”, “Rule 416”, “Rule 429” and “Rule461” mean Rule 401, Rule 415, Rule 416, Rule 429 and Rule 461, respectively, each aspromulgated by the SEC pursuant to the 1933 Act, as such Rule may be amended from time to time, orany similar rule or regulation hereafter adopted by the SEC having substantially the same effect assuch Rule.     “SEC” means the U.S. Securities and Exchange Commission.“     “Shares” means the shares of Common Stock issued pursuant to the Purchase Agreement.     “1933 Act” means the Securities Act of 1933, as amended, and the rules and regulationspromulgated thereunder.     “1934 Act” means the Securities Exchange Act of 1934, as amended, and the rules andregulations promulgated thereunder.     2. Registration.          (a) Registration Statement.          (i) Within 45 days following the closing of the purchase and sale of the securitiescontemplated by the Purchase Agreement (the “Closing Date”) (the “Filing Deadline”), the Companyshall prepare and file with the SEC a registration statement covering all Registrable Securitiesfor a secondary or resale offering to be made on a continuous basis pursuant to Rule 415. Suchregistration statement shall be on Form S-1 (the “Registration Statement”) and shall include theplan of distribution attached hereto as Exhibit A. Such Registration Statement also shallcover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (includingRule 416), such indeterminate number of additional shares of Common Stock resulting from stocksplits, stock dividends or similar transactions with respect to the Registrable Securities. SuchS-1 Registration Statement shall not include any shares of Common Stock or other securities for theaccount of any other holder without the prior written consent of the Required Investors, except forshares of Common Stock held by the Company’s stockholders having “piggyback” registration rightsexpressly set forth in registration rights agreements entered into by the Company prior to the datehereof. A copy of the initial filing of the Registration Statement (and each pre-effectiveamendment thereto) shall be provided to the Investors and their counsel prior to filing.          (ii) Within 15 days after the Company shall be eligible to file a registration statement underthe 1933 Act to register on Form S-3 the Registrable Securities for resale (the “S-3 FilingDeadline”), the Company shall prepare and file with the SEC a “shelf” registration statementcovering all the Registrable Securities for a secondary or resale offering to be made on acontinuous basis pursuant to Rule 415. Such registration statement (in any of the following casesreferred to as the “S-3 Registration Statement”) shall be (A) on Form S-3, (B) a pre-effectiveamendment to the S-1 Registration Statement if the S-1 Registration Statement has not previouslybeen declared effective by the SEC (which shall be on Form S-3 to the extent permissible) , or (C)a post-effective amendment to the S-1 Registration Statement on Form S-3
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if (and only if) the S-1 Registration Statement has previously been declared effective by theSEC *and*the Company is then permitted under the 1933 Act and the rules promulgated thereunder(including Rule 401) to file a post-effective amendment to such S-1 Registration Statement on FormS-3. Such S-3 Registration Statement also shall cover, to the extent allowable under the 1933 Actand the rules promulgated thereunder (including Rule 416), such indeterminate number of additionalshares of Common Stock resulting from stock splits, stock dividends or similar transactions withrespect to the Registrable Securities. Such S-3 Registration Statement shall not include anyshares of Common Stock or other securities for the account of any other holder without the priorwritten consent of the Required Investors, except for shares of Common Stock held by the Company’sstockholders having “piggyback” registration rights under registration rights agreements enteredinto by the Company prior to the date hereof. The S-3 Registration Statement (and each amendmentor supplement thereto, and each request for acceleration of effectiveness thereof) shall beprovided to the Investors and their counsel prior to its filing or other submission. If the S-3Registration Statement is a new registration statement covering the Registrable Securities filedwith the SEC pursuant to Clause (A) of the second sentence of this Section 2(a)(ii) and the Companyis not permitted pursuant to Rule 429 to use the prospectus included in the S-3 RegistrationStatement as a combined prospectus for the offering covered by the S-1 Registration Statement, theCompany shall use reasonable best efforts to remove from registration by means of a post-effectiveamendment to the S-1 Registration Statement any of the Registrable Securities registered under theS-1 Registration Statement that remain unsold at the time the S-3 Registration Statement isdeclared effective by the SEC and cause such post-effective amendment to be declared effective bythe SEC no earlier than concurrently with the effectiveness of the S-3 Registration Statement.          (iii) If the Registration Statement covering the Registrable Securities is not filed with theSEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor,as liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate amountinvested by such Investor for each 30-day period or pro rata for any portion thereof following theFiling Deadline for which the Registration Statement is filed with respect to the RegistrableSecurities, up to but not exceeding a maximum amount of 10%. Such payments shall constitute theInvestors’ exclusive monetary remedy for such events, but shall not affect the right of theInvestors to seek injunctive relief. Payments to be made pursuant to this Section 2(a)(iii) shallbe due and payable immediately upon demand in immediately available cash funds. The parties agreethat the liquidated damages provided for in this Section 2(a)(iii) represent a reasonable estimateon the part of the parties, as of the date of this Agreement, of the amount of damages that may beincurred by the Investors if the Registration Statement is not filed by the Filing Deadline.          (b) Expenses. The Company will pay all expenses incurred by it associated with theRegistration Statement or incident to its performance or complicance with this Agreement, includingfiling and printing fees, the Company’s counsel and accounting fees and expenses, NASD and Nasdaqfiling fees, and costs associated with clearing the Registrable Securities for sale underapplicable state securities laws, but the Company shall not be liable for fees and expensesincurred by the Investors (including any Investors’ counsel fees), or any discounts, commissions,fees of underwriters, selling brokers, dealer managers or similar securities industry professionalswith respect to the Registrable Securities being offered.
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          (c) Effectiveness.          (i) The Company shall use reasonable best efforts to have the Registration Statement declaredeffective prior to 120 days following the Closing Date. The Company shall notify the Investors byfacsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours,after the Registration Statement is declared effective and shall simultaneously provide theInvestors with copies of any related Prospectus to be used in connection with the sale or otherdisposition of the securities covered thereby. If (A) the Registration Statement is not declaredeffective by the SEC on or prior to 120 days following the Closing Date, or (B) after theRegistration Statement has been declared effective by the SEC, sales cannot be made pursuant tosuch Registration Statement for any reason (including without limitation by reason of a stop order,or the Company’s failure to update the Registration Statement), but excluding the inability of anyInvestor to sell the Registrable Securities covered thereby due to market conditions and except asexcused below, then the Company will make pro rata payments to each Investor, as liquidated damagesand not as a penalty, in an amount equal to 1% of the aggregate amount invested by such Investorfor each 30-day period or pro rata for any portion thereof following the date by which suchRegistration Statement should have been effective or such sales first cannot be made (the “BlackoutPeriod”), up to a maximum of 10%. Such payments shall constitute the Investors’ exclusive monetaryremedy for such events, but shall not affect the right of the Investors to seek injunctive relief.The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly withinthree (3) Business Days of the last day of each month following the commencement of the BlackoutPeriod until the termination of the Blackout Period. Such payments shall be made to each Investorin cash. The parties agree that the liquidated damages provided for in this Section 2(c)(i)represent a reasonable estimate on the part of the parties, as of the date of this Agreement, ofthe amount of damages that may be incurred by the Investors if the Registration Statement is notdeclared effective as hereinabove provided. This section 2(c)(i) shall not apply as to aparticular Investor to the extent, but only to the extent, that the delay is caused by suchInvestor.          (ii) For not more than thirty (30) consecutive days or for a total of not more than sixty (60)days in any twelve (12) month period, the Company may delay the disclosure of material non-publicinformation concerning the Company, by suspending the use of any Prospectus included in anyregistration contemplated by this Section, if such disclosure at the time is not, in the good faithopinion of the Company, in the best interests of the Company (an “Allowed Delay”); provided, thatthe Company shall promptly (a) notify the Investors in writing of the existence of (but in noevent, without the prior written consent of an Investor, shall the Company disclose to suchInvestor any of the facts or circumstances regarding) an Allowed Delay, (b) advise the Investors inwriting to cease all sales under the Registration Statement until the end of the Allowed Delay and(c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.     3. Company Obligations. The Company will use reasonable best efforts to effect theregistration of the Registrable Securities in accordance with the terms hereof, and pursuantthereto the Company will, as expeditiously as possible (but subject to Section 2(c)(ii)):          (a) (i) furnish to the Investors, copies of all such documents proposed to be filed, whichdocuments will be subject to their review of such Investors, and (ii) cause its
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officers and directors, counsel and independent certified public accountants to respond tosuch inquiries as shall be necessary, to conduct a reasonable review of such documents. TheCompany shall not file the Registration Statement or any such Prospectus or any amendments orsupplements thereto to which the holders of a majority of the Registrable Securities shallreasonably object in writing within three (3) Business Days of their receipt thereof.          (b) respond as promptly as possible to any comments received from the Commission with respectto the Registration Statement or any amendment thereto and as promptly as possible provide theInvestors true and complete copies of all correspondence from and to the Commission relating to theRegistration Statement.          (c) notify the Investors as promptly as possible (and, in the case of (i)(A) below, not lessthan three (3) days prior to such filing) and (if requested by any such Person) confirm such noticein writing no later than two (2) Business Days following the day (i)(A) when a Prospectus or anyProspectus supplement or post-effective amendment to the Registration Statement is filed; (B) whenthe Commission notifies the Company whether there will be a “review” of such Registration Statementand whenever the Commission comments in writing on such Registration Statement and (C) with respectto the Registration Statement or any post-effective amendment, when the same has become effective;(ii) of any request by the Commission or any other Federal or state governmental authority foramendments or supplements to the Registration Statement or Prospectus or for additionalinformation; (iii) of the issuance by the Commission of any stop order suspending the effectivenessof the Registration Statement covering any or all of the Registrable Securities or the initiationor threatening of any Proceedings for that purpose; (iv) if at any time any of the representationsand warranties of the Company contained in any agreement contemplated hereby ceases to be true andcorrect in all material respects; (v) of the receipt by the Company of any notification withrespect to the suspension of the qualification or exemption from qualification of any of theRegistrable Securities for sale in any jurisdiction, or the initiation of any Proceeding for suchpurpose; and (vi) of the occurrence of any event that makes any statement made in the RegistrationStatement or Prospectus or any document incorporated or deemed to be incorporated therein byreference untrue in any material respect or that requires any revisions to the RegistrationStatement, Prospectus or other documents so that, in the case of the Registration Statement or theProspectus, as the case may be, it will not contain any untrue statement of a material fact or omitto state any material fact required to be stated therein or necessary to make the statementstherein, in the light of the circumstances under which they were made, not misleading.          (d) if requested by the Required Investors, (i) promptly incorporate in a Prospectussupplement or post-effective amendment to the Registration Statement such information as theCompany reasonably agrees should be included therein and (ii) make all required filings of suchProspectus supplement or such post-effective amendment as soon as practicable after the Company hasreceived notification of the matters to be incorporated in such Prospectus supplement orpost-effective amendment.          (e) promptly deliver to each Investor, without charge, as many copies of the Prospectus orProspectuses (including each form of prospectus) and each amendment or supplement thereto as suchPersons may reasonably request
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          (f) cooperate with the Investors to facilitate the timely preparation and delivery ofcertificates representing Registrable Securities to be sold pursuant to a Registration Statement,which certificates, to the extent permitted by the Purchase Agreement and applicable federal andstate securities laws, shall be free of all restrictive legends, and to enable such RegistrableSecurities to be in such denominations and registered in such names as any Investor may request inconnection with any sale of Registrable Securities.          (g) use reasonable best efforts to cause such Registration Statement to become effective and,to remain continuously effective for a period that will terminate upon the earlier of (i) the dateon which all Registrable Securities covered by such Registration Statement as amended from time totime, have been sold, and (ii) the date on which all Registrable Securities covered by suchRegistration Statement may be sold pursuant to Rule 144(k) (and the Company shall use reasonablebest efforts to provide a written opinion letter from Company counsel to the Company’s transferagent to such effect and to remove the restrictive legend from the certificates of the RegistrableSecurities) (the “Effectiveness Period”) and advise the Investors in writing when the EffectivenessPeriod has expired;          (h) prepare and file with the SEC such amendments and post-effective amendments to theRegistration Statement and the Prospectus as may be necessary to keep the Registration Statementeffective for the Effectiveness Period and to comply with the provisions of the 1933 Act and the1934 Act with respect to the distribution of all of the Registrable Securities covered thereby inaccordance with the intended method of disposition as set forth in the Registration Statement,Prospectus or Prospectus supplement;          (i) use reasonable best efforts to (i) prevent the issuance of any stop order or othersuspension of effectiveness or qualification or exemption of qualification and, (ii) if such orderis issued, obtain the withdrawal of any such order at the earliest possible moment;          (j) prior to any public offering of Registrable Securities, use reasonable best efforts toregister or qualify or cooperate with the Investors and their counsel in connection with theregistration or qualification of such Registrable Securities for offer and sale under thesecurities or blue sky laws of such jurisdictions requested by the Investors, to keep suchregistration or qualification effective during the Effective Period and do any and all othercommercially reasonable acts or things necessary or advisable to enable the distribution in suchjurisdictions of the Registrable Securities covered by the Registration Statement**;**provided,however, that the Company shall not be required in connection therewith or as a condition theretoto (i) qualify to do business in any jurisdiction where it would not otherwise be required toqualify but for this Section 3(d), (ii) subject itself to general taxation in any jurisdictionwhere it would not otherwise be so subject but for this Section 3(d), or (iii) file a generalconsent to service of process in any such jurisdiction;          (k) use reasonable best efforts to cause all Registrable Securities covered by a RegistrationStatement to be listed on each securities exchange, interdealer quotation system or other market onwhich similar securities issued by the Company are then listed;
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          (l) promptly notify the Investors, at any time when a Prospectus relating to RegistrableSecurities is required to be delivered under the 1933 Act (including during any period when theCompany is in compliance with Rule 172), upon discovery that, or upon the happening of any event asa result of which, the Registration Statement (including the Prospectus), as then in effect,includes an untrue statement of a material fact or omits to state any material fact required to bestated therein or necessary to make the statements therein not misleading in light of thecircumstances then existing, and at the request of any such holder, promptly prepare, file with theSEC pursuant to Rule 172 and furnish to such holder a supplement to or an amendment of suchProspectus or post-effective amendment to such Regsitration Statement (and have it declaredeffective as promptly as practicable) as may be necessary so that such Prospectus shall not includean untrue statement of a material fact or omit to state a material fact required to be statedtherein or necessary to make the statements therein not misleading in light of the circumstancesthen existing;          (m) otherwise use reasonable best efforts to comply with all applicable rules and regulationsof the SEC under the 1933 Act and the 1934 Act, including Rule 172, notify the Investors promptlyif the Company no longer satisfies the conditions of Rule 172 and take such other actions as may bereasonably necessary to facilitate the registration of the Registrable Securities hereunder; andmake available to its security holders, as soon as reasonably practicable, but not later than theAvailability Date (as defined below), an earning statement covering a period of at least twelve(12) months, beginning after the effective date of each Registration Statement, which earningstatement shall satisfy the provisions of Section 11(a) of the 1933 Act, including Rule 158promulgated thereunder (for the purpose of this Section 3(g), “Availability Date” means the 45thday following the end of the fourth fiscal quarter that includes the effective date of suchRegistration Statement, except that, if such fourth fiscal quarter is the last quarter of theCompany’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscalquarter); and          (n) upon written notice from an Investor that such Investor has a legal obligation to make afiling with the National Association of Securities Dealers, Inc. (“NASD”) Corporate FinancingDepartment pursuant to NASD Rule 2710(b)(10)(A)(i) with respect to the public offering contemplatedby the Registration Statement (an “Issuer Filing”), the Company agrees it will effect such filingprior to the later to occur of five Trading Days after receipt of the written notice and oneTrading Day after the date that the Registration Statement is first filed with the SEC. TheCompany shall use reasonable best efforts to pursue the Issuer Filing until the NASD issues aletter confirming that it does not object to the terms of the offering contemplated by theRegistration Statement. The Company will pay any filing fees and expenses in connection with theIssuer Filing.          (o) With a view to making available to the Investors the benefits of Rule 144 (or itssuccessor rule) and any other rule or regulation of the SEC that may at any time permit theInvestors to sell shares of Common Stock to the public without registration, the Company covenantsand agrees to: (i) make and keep public information available, as those terms are understood anddefined in Rule 144, until the earlier of (A) six months after such date as all of the RegistrableSecurities may be resold pursuant to Rule 144(k) or any other rule of similar effect or (B) suchdate as all of the Registrable Securities shall have been resold; (ii) file with the SEC in atimely manner all reports and other documents required of the Company under
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the 1934 Act; and (iii) furnish to each Investor upon request, as long as such Investor ownsany Registrable Securities, (A) a written statement by the Company that it has complied with thereporting requirements of the 1934 Act, and (B) such other information as may be reasonablyrequested in order to avail such Investor of any rule or regulation of the SEC that permits theselling of any such Registrable Securities without registration.          (p) With a view to satisfying its obligations under Section 2(a)(ii), the Company:               (i) represents and warrants that neither the Company nor any of its consolidated orunconsolidated subsidiaries have, since the end of the last fiscal year for which certifiedfinancial statements of the Company and its consolidated subsidiaries were included in a reportfiled pursuant to Section 13(a) or 15(d) of the 1934 Act through the date of this Agreement: (1)failed to pay any dividend or sinking fund installment on preferred stock; or (2) defaulted (x) onany installment or installments on indebtedness for borrowed money, or (y) on any rental on one ormore long term leases, which defaults in the aggregate are material to the financial position ofthe Company and its consolidated and unconsolidated subsidiaries, taken as a whole.               (ii) covenants and agrees that (A) from the date of this Agreement through the effectivedateof the Registration Statement, it will file with the SEC in a timely manner all reports and otherdocuments required of the Company under the 1934 Act (other than a report that is required solelypursuant to Item 1.01, 1.02, 2.03, 2.04, 2.05, 2.06, 4.02(a), or 5.02(e) of SEC Form 8-K) and (B)neither the Company nor any of its consolidated or unconsolidated subsidiaries will, from the endof the last fiscal year for which certified financial statements of the Company and itsconsolidated subsidiaries are included in a report filed pursuant to Section 13(a) or 15(d) of the1934 Act through the effective date of the Registration Statement: (1) fail to pay any dividend orsinking fund installment on preferred stock; or (2) default (x) on any installment or installmentson indebtedness for borrowed money, or (y) on any rental on one or more long term leases, whichdefault in the aggregate will be material to the financial position of the Company and itsconsolidated and unconsolidated subsidiaries, taken as a whole.     4. Due Diligence Review; Information.          (a) Subject to paragraph (b) of this Section 4, upon reasonable prior notice, the Companyshall make available, during normal business hours, for inspection and review by the Investors,advisors to and representatives of the Investors (who may or may not be affiliated with theInvestors and who are reasonably acceptable to the Company), all financial and other records, allSEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all othercorporate documents and properties of the Company as may be reasonably necessary for the purpose ofsuch review, and cause the Company’s officers, directors, employees and independent accountants,within a reasonable time period, to supply all such information reasonably requested by theInvestors or any such representative, advisor or underwriter in connection with such RegistrationStatement (including, without limitation, in response to all questions and other inquiriesreasonably made or submitted by any of them), prior to and from time to time after the filing andeffectiveness of the Registration Statement for the
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sole purpose of enabling the Investors and such representatives, advisors and underwriters andtheir respective accountants and attorneys to conduct initial and ongoing due diligence withrespect to the Company and the accuracy of such Registration Statement.          (b) The Company shall not disclose material nonpublic information to the Investors, or toadvisors to or representatives of the Investors, unless prior to disclosure of such information theCompany identifies such information as being material nonpublic information and provides theInvestors, such advisors and representatives with the opportunity to accept or refuse to acceptsuch material nonpublic information for review and any Investor wishing to obtain such informationenters into an appropriate confidentiality agreement with the Company with respect thereto.     5. Obligations of the Investors.          (a) Each Investor shall promptly furnish in writing to the Company such information regardingitself, the Registrable Securities held by it and the intended method of disposition of theRegistrable Securities held by it, as shall be reasonably required to effect the registration ofsuch Registrable Securities and shall execute such documents in connection with such registrationas the Company may reasonably request. At least seven (7) Business Days prior to the firstanticipated filing date of the Registration Statement, the Company shall notify each Investor ofthe information the Company requires from such Investor if such Investor elects to have any of theRegistrable Securities included in the Registration Statement. An Investor shall provide suchinformation to the Company at least three (3) Business Days prior to the first anticipated filingdate of such Registration Statement if such Investor elects to have any of the RegistrableSecurities included in the Registration Statement.          (b) Each Investor, by its acceptance of the Registrable Securities agrees to cooperate withthe Company as reasonably requested by the Company in connection with the preparation and filing ofa Registration Statement hereunder, unless such Investor has notified the Company in writing of itselection to exclude all of its Registrable Securities from such Registration Statement.          (c) Each Investor agrees that, upon receipt of any notice from the Company of either (i) thecommencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an eventpursuant to Section 3(f) hereof, such Investor will immediately discontinue disposition ofRegistrable Securities pursuant to the Registration Statement covering such Registrable Securities,until the Investor is advised by the Company that a supplemented or amended prospectus has beenfiled with the SEC and until any related post-effective amendment is declared effective and, if sodirected by the Company, the Investor shall deliver to the Company or destroy (and deliver to theCompany a certificate of destruction) all copies in the Investor’s possession of the Prospectuscovering the Registrable Securities current at the time of receipt of such notice.     6. Indemnification.          (a) Indemnification by the Company. The Company will indemnify and hold harmless eachInvestor and its officers, directors, members, partners, employees, attorneys and agents,successors and assigns, and each other person, if any, who controls such
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Investor within the meaning of the 1933 Act or Section 20 of the 1934 Act (and their officers,directors, partners, members and employees), against any losses, claims, damages, expenses, costs(including reasonable attorney fees) or liabilities, joint or several, to which they may becomesubject under the 1933 Act or otherwise, insofar as such losses, claims, damages, expenses, costsor liabilities (or actions in respect thereof) arise out of or are based upon: (i) any untruestatement or alleged untrue statement of any material fact contained in the Registration Statement,any preliminary prospectus or final prospectus contained therein, or any amendment or supplementthereof; (ii) any blue sky application or other document executed by the Company specifically forthat purpose or based upon written information furnished by the Company filed in any state or otherjurisdiction in order to qualify any or all of the Registrable Securities under the securities lawsthereof (any such application, document or information herein called a **“**Blue Sky Application**”**);(iii) the omission or alleged omission to state therein a material fact required to be statedtherein or necessary to make the statements therein, in light of the circumstances under which theywere made, not misleading; (iv) any violation by the Company or its agents of any rule orregulation promulgated under the 1933 Act applicable to the Company or its agents and relating toaction or inaction required of the Company in connection with such registration; or (v) any failureto register or qualify the Registrable Securities included in any such Registration in any statewhere the Company or its agents has affirmatively undertaken or agreed in writing that the Companywill undertake such registration or qualification on an Investor’s behalf and will reimburse suchInvestor, and each such officer, director or member and each such controlling person for any legalor other expenses reasonably incurred by them in connection with investigating or defending anysuch loss, claim, damage, liability or action; provided, however, that the Companywill not be liable in any such case if and to the extent that any such loss, claim, damage orliability arises out of or is based upon an untrue statement or alleged untrue statement oromission or alleged omission so made in conformity with information furnished by such Investor orany such controlling person in writing specifically for use in such Registration Statement orProspectus.          (b) Indemnification by the Investors. Each Investor agrees, severally but notjointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, itsdirectors, officers, employees, stockholders and each person who controls the Company (within themeaning of the 1933 Act) against any losses, claims, damages, liabilities and reasonable expense(including reasonable attorney fees) resulting from any untrue statement of a material factcontained in the Registration Statement, any preliminary prospectus or final prospectus containedtherein, or any amendment or supplement thereof or any omission of a material fact required to bestated in the Registration Statement or Prospectus or preliminary prospectus or amendment orsupplement thereto or necessary to make the statements therein, in light of the circumstances underwhich they were made, not misleading, to the extent, but only to the extent that such untruestatement or omission is contained in any information furnished in writing by such Investor to theCompany specifically for inclusion in such Registration Statement or Prospectus or amendment orsupplement thereto. In no event shall the liability of an Investor be greater in amount than thedollar amount of the net proceeds received by such Investor upon the sale of the RegistrableSecurities giving rise to such indemnification obligation.          (c) Conduct of Indemnification Proceedings. Any person entitled to indemnificationhereunder shall (i) give prompt notice to the indemnifying party of any claim
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with respect to which it seeks indemnification and (ii) permit such indemnifying party toassume the defense of such claim with counsel reasonably satisfactory to the indemnified party;provided that any person entitled to indemnification hereunder shall have the right toemploy separate counsel and to participate in the defense of such claim, but the fees and expensesof such counsel shall be at the expense of such person unless (a) the indemnifying party has agreedto pay such fees or expenses, or (b) the indemnifying party shall have failed to assume the defenseof such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonablejudgment of any such person, based upon written advice of its counsel, a conflict of interestexists between such person and the indemnifying party with respect to such claims (in which case,if the person notifies the indemnifying party in writing that such person elects to employ separatecounsel at the expense of the indemnifying party, the indemnifying party shall not have the rightto assume the defense of such claim on behalf of such person); and provided,further, that the failure of any indemnified party to give notice as provided herein shallnot relieve the indemnifying party of its obligations hereunder, except to the extent that suchfailure to give notice shall materially adversely affect the indemnifying party in the defense ofany such claim or litigation. It is understood that the indemnifying party shall not, inconnection with any proceeding in the same jurisdiction, be liable for fees or expenses of morethan one separate firm of attorneys at any time for all such indemnified parties. No indemnifyingparty will, except with the consent of the indemnified party, consent to entry of any judgment orenter into any settlement that does not include as an unconditional term thereof the giving by theclaimant or plaintiff to such indemnified party of a release from all liability in respect of suchclaim or litigation, does not impose any injunction or similar restriction on such indemnifiedparty and does not include a statement as to or an admission of fault, liability, culpability orfailure to act with respect to any law by an indemnified party.          (d) Contribution. If for any reason the indemnification provided for in the precedingparagraphs (a) and (b) is unavailable to an indemnified party or insufficient to hold it harmless,other than as expressly specified therein, then the indemnifying party shall contribute to theamount paid or payable by the indemnified party as a result of such loss, claim, damage orliability in such proportion as is appropriate to reflect the relative fault of the indemnifiedparty and the indemnifying party, as well as any other relevant equitable considerations. Therelative fault of such indemnifying party and indemnified party shall be determined byreference to, among other things, whether any action in question, including any untrue or allegeduntrue statement of a material fact or omission or alleged omission of a material fact, has beentaken or made by, or relates to information supplied by, such indemnifying, party orindemnified party, and the parties’ relative intent, knowledge, access to information andopportunity to correct or prevent such action, statement or omission. The parties hereto agreethat it would not be just and equitable if contribution pursuant to this section weredetermined by pro rata allocation or by any other method of allocation that does not take intoaccount the foregoing equitable considerations. No person guilty of fraudulent misrepresentationwithin the meaning of Section 11(f) of the 1933 Act shall be entitled to contribution from anyperson not guilty of such fraudulent misrepresentation. In no event shall the contributionobligation of a holder of Registrable Securities be greater in amount than the dollar amount of theproceeds (net of all expenses paid by such holder in connection with any claim relating to thisSection 6 and the amount of any damages such holder has otherwise been required to pay by reason ofsuch untrue or alleged untrue statement or omission or alleged
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omission) received by it upon the sale of the Registrable Securities giving rise to suchcontribution obligation.     7. Miscellaneous.          (a) Amendments and Waivers. This Agreement may be amended, modified or waived only bya writing signed by the Company and the Required Investors; provided that if any suchamendment, modification or waiver would adversely affect in any material respect any Investor orgroup of Investors who have comparable rights under this Agreement disproportionately to the otherInvestors having such comparable rights, such amendment, modification, or waiver shall also requirethe written consent of the Investor(s) so adversely affected.          (b) Notices. All notices and other communications provided for or permitted hereundershall be made as set forth in Section 9.4 of the Purchase Agreement.          (c) Assignments and Transfers by Investors. The provisions of this Agreement shall bebinding upon and inure to the benefit of the Investors and their respective successors and assigns.An Investor may transfer or assign, in whole or from time to time in part, to one or more personsits rights hereunder in connection with the transfer of Registrable Securities by such Investor tosuch person, provided that (i) such Investor complies with all laws applicable thereto and provideswritten notice of assignment to the Company promptly after such assignment is effected and (ii) thetransferee agrees in writing to be bound by this Agreement as if it were a party hereto.          (d) Assignments and Transfers by the Company. This Agreement may not be assigned bythe Company (whether by operation of law or otherwise) without the prior written consent of theRequired Investors, provided, however, that the Company may assign its rights and delegate itsduties hereunder to any surviving or successor corporation in connection with a merger orconsolidation of the Company with another corporation, or a sale, transfer or other disposition ofall or substantially all of the Company’s assets to another corporation, without the prior writtenconsent of the Required Investors, after notice duly given by the Company to each Investor.          (e) Benefits of the Agreement. The terms and conditions of this Agreement shall inureto the benefit of and be binding upon the respective permitted successors and assigns of theparties. Nothing in this Agreement, express or implied, is intended to confer upon any party otherthan the parties hereto or their respective successors and assigns any rights, remedies,obligations, or liabilities under or by reason of this Agreement, except as expressly provided inthis Agreement.          (f) Counterparts; Faxes. This Agreement may be executed in two or more counterparts,each of which shall be deemed an original, but all of which together shall constitute one and thesame instrument. This Agreement may also be executed via facsimile, which shall be deemed anoriginal.
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          (g) Titles and Subtitles. The titles and subtitles used in this Agreement are usedfor convenience only and are not to be considered in construing or interpreting this Agreement.          (h) Severability. Any provision of this Agreement that is prohibited or unenforceablein any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of suchprohibition or unenforceability without invalidating the remaining provisions hereof but shall beinterpreted as if it were written so as to be enforceable to the maximum extent permitted byapplicable law, and any such prohibition or unenforceability in any jurisdiction shall notinvalidate or render unenforceable such provision in any other jurisdiction. To the extentpermitted by applicable law, the parties hereby waive any provision of law which renders anyprovisions hereof prohibited or unenforceable in any respect.          (i) Further Assurances. The parties shall execute and deliver all such furtherinstruments and documents and take all such other actions as may reasonably be required to carryout the transactions contemplated hereby and to evidence the fulfillment of the agreements hereincontained.          (j) Entire Agreement. This Agreement is intended by the parties as a final expressionof their agreement and intended to be a complete and exclusive statement of the agreement andunderstanding of the parties hereto in respect of the subject matter contained herein. ThisAgreement supersedes all prior agreements and understandings between the parties with respect tosuch subject matter.          (k) Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreementshall be governed by, and construed in accordance with, the internal laws of the State of New Yorkwithout regard to the choice of law principles thereof, provided, however, thatcorporate matters shall be governed by the Delaware General Corporation Law. Each of the partieshereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New Yorklocated in New York County and the United States District Court for the Southern District of NewYork for the purpose of any suit, action, proceeding or judgment relating to or arising out of thisAgreement and the transactions contemplated hereby. Service of process in connection with any suchsuit, action or proceeding may be served on each party hereto anywhere in the world by the samemethods as are specified for the giving of notices under this Agreement. Each of the partieshereto irrevocably consents to the jurisdiction of any such court in any such suit, action orproceeding and to the laying of venue in such court. Each party hereto irrevocably waives anyobjection to the laying of venue of any such suit, action or proceeding brought in such courts andirrevocably waives any claim that any such suit, action or proceeding brought in any such court hasbeen brought in an inconvenient forum. **EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST ATRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEENCONSULTED SPECIFICALLY AS TO THIS WAIVER.**          (l) Obligations of Investors. The Company acknowledges that the obligations of eachInvestor under this Agreement are several and not joint with the obligations of any other Investor,and no Investor shall be responsible in any way for the performance of the obligations of any otherInvestor under this Agreement. The decision of each Investor to enter
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into to this Agreement has been made by such Investor independently of any other Investor.The Company further acknowledges that nothing contained in this Agreement, and no action taken byany Investor pursuant hereto, shall be deemed to constitute the Investors as a partnership, anassociation, a joint venture or any other kind of entity, or create a presumption that theInvestors are in any way acting in concert or as a group with respect to such obligations or thetransactions contemplated hereby. Each Investor shall be entitled to independently protect andenforce its rights, including without limitation, the rights arising out of this Agreement, and itshall not be necessary for any other Investor to be joined as an additional party in any proceedingfor such purpose.          Each Investor has been represented by its own separate legal counsel in their review andnegotiation of this Agreement and with respect to the transactions contemplated hereby. The Companyhas elected to provide all Investors with the same terms and Agreement for the convenience of theCompany and not because it was required or requested to do so by the Investors. The Companyacknowledges that such procedure with respect to this Agreement in no way creates a presumptionthat the Investors are in any way acting in concert or as a group with respect to this Agreement orthe transactions contemplated hereby or thereby.[Signature pages follow]
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     IN WITNESS WHEREOF, the parties have executed this Agreement or caused their dulyauthorized officers to execute this Agreement as of the date first above written.       The Company: LCC INTERNATIONAL, INC.           By: Louis Salamone Jr.     Name: Louis Salamone Jr    Title: Executive Vice President & CFO  *Signature Page to Registration Rights Agreement*       Investor: **GPC LXII, LLC**    By: Riley Investment Management LLC, as