EXHIBIT 10.38**INVESTMENT AND REGISTRATION RIGHTS AGREEMENT**     This Investment Agreement (the “**Agreement**”), dated as of December 29, 2006, is entered into byand between LCC International, Inc., a Delaware corporation (“**LCCI**”), and Excicom BVBA, a privatecompany with limited liability (*besloten vennootschap met beperkte aansprakelijkheid*) organizedunder the laws of Belgium (“**Seller 2**”).Recitals     A. Seller 2 is party to that Share Purchase Agreement (the “**Share Purchase Agreement**”), datedas of December 22, 2006 and executed on December 22, 2006, with LCC United Kingdom Limited, aprivate company with limited liability organized under the laws of England and a subsidiary of theCompany (“**LCC UK**”), Detron Corporation B.V., a private company with limited liability (*beslotenvennootschap met beperkte aansprakelijkheid*) organized under the laws of The Netherlands (“**Seller1**”), pursuant to which Seller 2 and Seller 1 are transferring to LCC UK all of the outstandingshares of Detron Belgium NV, a private company (*naamloze vennootschap*) organized under the laws ofBelgium (the “**Company**”).     B. The parties to the Share Purchase Agreement and LCCI have agreed that the consideration tobe paid to Seller 2 for the shares of the Company transferred by Seller 2 to LCC UK pursuant to theShare Purchase Agreement shall be in the form of shares of Class A common stock, par value $.01 pershare, of LCCI (“**Class A Common Stock**”).     In consideration of the premises, mutual promises and covenants contained in this Agreement,and for other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree as follows:     1. Issuance of Shares. Simultaneously herewith, in reliance on the representationsand warranties contained in Section 3, LCCI is issuing to Seller 2 126,328 shares of Class A CommonStock (the “**Seller 2 Shares**”).     2. Representations and Warranties of the Company. LCCI hereby represents and warrantsto Seller 2 as follows:     2.1 Organization and Standing. LCCI has been duly incorporated and is validlyexisting and in good standing under the laws of the State of Delaware and has the requisitecorporate power and authority necessary to own its properties and to conduct its business aspresently conducted, to deliver this Agreement and to issue the Seller 2 Shares and to perform itsobligations hereunder.     2.2 Authority. The execution and delivery by LCCI of this Agreement, and theperformance by LCCI of its obligations hereunder, have been duly and validly authorized by allrequisite corporate action on the part of LCCI. This Agreement is a legally valid and bindingobligation of LCCI, enforceable against LCCI in accordance with its terms. The execution anddelivery of this Agreement by LCCI, and the performance by LCCI of its obligations hereunder donot, as of the date hereof, (a) conflict with or violate the provisions of LCCI’s RestatedCertificate of Incorporation or Bylaws, (b) conflict with, result in a breach of, constitute (withor without due notice or lapse of time or both) a default under, result in the acceleration of,create in any party the right to accelerate, terminate, modify or cancel, or require any notice,consent or waiver under, any contract, lease, sublease, license, sublicense, franchise,permit, indenture,
 

 
agreement or mortgage for borrowed money, instrument of indebtedness, securityinterest or other arrangement to which LCCI is a party or by which LCCI is bound or to which itsassets are subject, (c) result in the imposition of any encumbrance upon any assets of LCCI or (d)violate or contravene any United State federal, Delaware corporate or applicable state statute,rule or regulation applicable to LCCI or any order, writ, judgment, injunction, decree,determination or award applicable to LCCI or any of its properties or assets, except in the casesof clauses (b) through (d) above, for any such filings, consents, violations, breaches, defaults orother occurrences that (A) would not prevent the Company from performing its obligations under thisAgreement in any material respect or (B) would not reasonably be likely to have a material adverseeffect on the business, assets, operations or financial condition of LCCI.     2.3 Reports and Financial Statements. LCCI has timely filed all reports required to befiled with the United States Securities Exchange Commission (the “**SEC**”) pursuant to the SecuritiesExchange Act of 1934, as amended (including the rules and regulations thereunder, the “**ExchangeAct**”), or the Securities Act of 1933, as amended (including the rules and regulations thereunder,the “**Securities Act**”), since December 31, 2001 (collectively, the “**LCCI SEC Reports**”). The LCCISEC Reports, as of their respective dates, or, in case of any LCCI SEC Reports that have beenamended, as of the date of any such amendment, complied in all material respects with theapplicable requirements of the Securities Act and the Exchange Act, as the case may be, and none ofthe LCCI SEC Reports, as of their respective dates, or, in case of any LCCI SEC Reports that havebeen amended, as of the date of any such amendment, contained any untrue statement of a materialfact or omitted to state a material fact required to be stated therein or necessary to make thestatements therein, in light of the circumstances under which they were made, not misleading. Theconsolidated financial statements of LCCI included in the LCCI SEC Reports have been prepared inaccordance with United States generally accepted accounting principles consistently appliedthroughout the periods indicated (except as otherwise noted therein or, in the case of unauditedstatements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case ofunaudited statements, to normal recurring year-end adjustments and any other adjustments describedtherein) the consolidated financial position of LCCI and its consolidated subsidiaries as at thedates thereof and the consolidated results of operations and cash flows of LCCI and itsconsolidated subsidiaries for the periods then ended. Except as disclosed in the LCCI SEC Reports,since December 31, 2005 there has been no change in any of the significant accounting (includingtax accounting) policies or procedures of LCCI or any of its consolidated subsidiaries.     2.4 Issuance of Shares. The issuance and delivery of the Seller 2 Shares has beenduly authorized. The Seller 2 Shares are duly and validly issued, fully paid and non-assessable,and will be free of all liens, charges, claims, encumbrances and restrictions on transfer otherthan the restrictions on transfer under applicable securities laws.     2.5 Offering Exemption. Assuming the accuracy of the representations and warrantiesmade by Seller 2 in Section 3.3 of this Agreement, the issuance of the Seller 2 Shares is exemptfrom the registration requirements of the Securities Act.     3. Representations of Seller 2. Seller 2 represents and warrants to LCCI as follows:     3.1 Organization and Standing. Seller 2 has been duly incorporated and is validlyexisting and in good standing under the laws of Belgium and has the requisite corporate power andauthority necessary to own its properties and to conduct its business as presently conducted, todeliver this Agreement and to accept the Seller 2 Shares and to perform its obligations hereunder.
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     3.2 Authority. Seller 2 has full power and authority to enter into and to performthis Agreement in accordance with its terms and to consummate the transactions contemplated hereby.This Agreement has been duly executed and delivered by Seller 2 and constitutes a valid and bindingobligations of Seller 2 enforceable in accordance with its terms. The execution and delivery ofthis Agreement by Seller 2 and the performance by Seller 2 of its obligations hereunder, do not, asof the date hereof, (a) conflict with or violate the provisions of Seller 2’s organizationaldocuments, (b) require on the part of Seller 2 any filing with, or any permit, authorization,consent or approval of, any governmental entity, (c) conflict with, result in a breach of,constitute (with or without due notice or lapse of time or both) a default under, result in theacceleration of, create in any party the right to accelerate, terminate, modify or cancel, orrequire any notice, consent or waiver under, any contract, lease, sublease, license, sublicense,franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness,security interest or other arrangement to which Seller 2 is a party or by which Seller 2 is boundor to which its assets are subject, (d) result in the imposition of any encumbrance upon any assetsof Seller 2 or (e) violate or contravene any statute, rule or regulation of Belgium applicable toSeller 2 or any order, writ, judgment, injunction, decree, determination or award applicable toSeller 2 or any of its properties or assets, except in the cases of clauses (b) through (e) above,for any such filings, consents, violations, breaches, defaults or other occurrences that (A) wouldnot prevent or delay the consummation of any of the transactions contemplated by this Agreement inany material respect , or otherwise prevent Seller 2 from performing its obligations under thisAgreement in any material respect or (B) would not reasonably be likely to have a material adverseeffect on the business, assets, operations or financial condition of Seller 2.     3.3 Securities Laws Representations.     (a) Seller 2 is acquiring the Seller 2 Shares for its own account for investment and not witha view to, or for sale in connection with, any distribution thereof, nor with any present intentionof distributing or selling the same; and Seller 2 has no present or contemplated agreement,undertaking, arrangement, obligation, indebtedness or commitment providing for the dispositionthereof.     (b) Seller 2 has such knowledge and experience in financial and business matters that it iscapable of evaluating the merits and risks of the investment in the Seller 2 Shares, has carefullyreviewed the representations concerning LCCI contained in this Agreement and has made detailedinquiry concerning LCCI, its business and its personnel; the officers of LCCI have made availableto Seller 2 any and all written information that Seller 2 has requested and have answered to Seller2’s satisfaction all inquiries made by Seller 2. Seller 2 has adequate net worth and means ofproviding for its current needs and contingencies to sustain a complete loss of its investment inLCCI. Seller 2’s overall commitment to investments which are not readily marketable is notdisproportionate to its net worth and Seller 2’s investment in the Seller 2 Shares will not causesuch overall commitment to become excessive. If needed, Seller 2 has discussed with itsprofessional legal, tax and/or financial advisors the suitability of an investment in LCCI forSeller 2’s particular tax and financial situation. Seller 2 understands that the Seller 2 Shareshave not been registered under the Securities Act or any other securities laws, by reason of theirissuance by LCCI in a transaction exempt from the registration requirements thereof and that theSeller 2 Shares may not be sold unless such disposition is registered under the Securities Act andapplicable state securities laws or is exempt from registration thereunder. Seller 2 acknowledgesthat the certificates representing the Seller 2 Shares shall bear a legend indicating therestrictions on transfers to which they are subject, and any transfer agent employed or utilized byLCCI shall be instructed not to effect transfer of such Seller 2 Shares without prior writtenauthorization from LCCI.
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     (c) Seller 2 is aware of the provisions of Rule 144 under the Securities Act, which permitslimited resales of “restricted securities” (as such term is defined in Rule 144), subject to thesatisfaction of certain conditions, including, among other things: (i) the condition that there beavailable certain current public information about the issuer of such securities; (ii) thecondition that the sale of securities be effected not less than one year after a party haspurchased and paid for the securities to be sold; (iii) the condition that the sale of securitiesbe effected through an unsolicited “brokers’ transaction” or in transactions directly with a“market maker” (as such terms are defined in Rule 144); and (iv) the condition that the number ofsecurities being sold during any three-month period not exceed specified limitations.     (d) (i) Seller 2 hereby certifies that it is not a “U.S. person” as that term is defined inRule 902(k) of Regulation S under the Securities Act (“**Regulation S**”) and is not acquiring thefor the account or benefit of a “U.S. person.” Seller 2 is not a “U.S. person” by virtue of beinga partnership, corporation or similar entity organized or incorporated under the laws of a state,province or country other than the United States or a state thereof and not organized by a residentof the United States principally for the purpose of investing in securities in transactions notregistered under the laws of the Securities Act.          (ii) Seller 2 acknowledges that the issuance of the Seller 2 Shares constitutes an “offshoretransaction” as that term is defined in Rule 902(h) of Regulation S. The issuance of the Seller 2Shares is an “offshore transaction” because Seller 2: (x) is not a “U.S. person” as that term isdefined in Rule 902(k) of Regulation S; (y) was not a “U.S. person” at the time the offer toacquire the Seller 2 Shares was made to and accepted by Seller 2; and (z) was not solicited toacquire the Seller 2 Shares by way of directed selling efforts in the United States.          (iii) Seller 2 agrees to resell the Seller 2 Shares only in accordance with the resaleprovisions of Regulation S, pursuant to an available exemption from registration or pursuant to aregistration statement under the Securities Act. Seller 2 agrees not to engage in hedgingtransactions with regard to the Seller 2 Shares unless such transactions are in compliance withapplicable provisions of the Securities Act. Seller 2 is aware that certificates representing theSeller 2 Shares shall contain a legend to the effect of the foregoing.     4. Piggyback Registration Rights.          4.1 Certain Definitions. The following terms shall have the following meanings forpurposes of this Agreement:          “**Class B Common Stock**” means the Class B Common Stock, par value $.01 per share, of LCCI,which stock is convertible into Class A Common Stock on a share-for-share basis as described inLCCI’s Certificate of Incorporation.          “**Common Stock**” means the Class A Common Stock and the Class B Common Stock.          “**Detron Investors**” means Seller 1 and Seller 2.          “**Person**” means any natural person, corporation, limited liability company, partnership,limited partnership, venture, trust, estate, governmental entity or other entity.
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          “**Registrable Securities**” means all shares of Class A Common Stock held at the relevant time bySeller 2 and any other issued or issuable shares of Class A Common Stock held bySeller 2 at the relevant time, either at the time of initial issuance or subsequently, by wayof a stock dividend or stock split or in connection with a combination of shares, recapitalization,merger, consolidation or other reorganization. As to any particular Registrable Securities, suchsecurities will cease to be Registrable Securities when they have been transferred in a publicoffering registered under the Securities Act or in a sale made through a broker, dealer ormarket-maker pursuant to Rule 144 promulgated under the Securities Act or may be sold by Seller 2pursuant to Rule 144(k) under the Securities Act or otherwise sold pursuant to Rule 144 under theSecurities Act. For purposes of this Agreement, Seller 2 will be deemed to be a holder ofRegistrable Securities whenever Seller 2 has the right to acquire directly or indirectly suchRegistrable Securities (upon conversion or exercise in connection with a transfer of securities orotherwise, but disregarding any restrictions or limitations upon the exercise of such right),whether or not such acquisition has actually been effected.          “**RF Investors Shareholders**” means RF Investors, LLC and its successors and assigns.          4.2 Registration Rights.          (a) If LCCI proposes to register any shares of its Common Stock under the Securities Actwhether for its own account or for the account of other security holders or both on any form otherthan S-8, S-4 (or Form S-3 if such registration covers an offering of the type contemplated by FormS-8) or any successor forms, LCCI will give prompt written notice (a “**Registration Notice**”) toSeller 2 of its intention so to register such shares of Common Stock. Seller 2 may, within 15 daysafter the receipt of the Registration Notice, notify LCCI in writing of the number of shares ofRegistrable Securities, if any, that Seller 2 desires to have included in such registration (a“**Registration Request**”), and LCCI shall use its best efforts to cause such shares of RegistrableSecurities to be included in such registration.          (b) LCCI shall not be required to include such shares of Registrable Securities of Seller 2 inany such registration if and to the extent that, in the opinion of the managing underwriter forsuch offering, the inclusion of such shares of Registrable Securities would adversely affect themarketing of such proposed offering or if Seller 2 has not agreed to enter into an underwritingagreement in customary form with the underwriters and to refrain from selling any additional sharesof Registrable Securities for such reasonable period following the effective date of the offeringas such managing underwriter may request. If the number of shares of Registrable Securities to beoffered by Seller 2 is so reduced (but Seller 2 is permitted to include some shares of RegistrableSecurities in such registration), then the shares that may be included by Seller 2 in suchregistration shall be limited accordingly. If more than one LCCI shareholder having registrationrights has requested to participate in the registration, LCCI will include in such registration (i)first, the Common Stock LCCI proposes to sell, (ii) second, the Common Stock the RF InvestorsShareholders propose to sell, and (iii), third, the Common Stock the Detron Investors propose tosell, which number of shares of Common Stock will be limited pro rata, based on the number ofshares requested by each of the Detron Investors to be included in such registration.
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          4.3 Registration Procedures. If and whenever LCCI is required to use its best effortsto effect or cause the registration of any shares under the Securities Act as provided in thisAgreement, LCCI shall, as expeditiously as possible:          (i) use its best efforts to prepare and file with the SEC within 90 days after receipt of aRegistration Request for registration with respect to such shares, a registration statement on anyform for which LCCI then qualifies or which counsel for LCCI shall deem appropriate and which formshall be available for the sale of the shares in accordance with the intended methods ofdistribution thereof, and use its best efforts to cause such registration statement to becomeeffective; provided that before filing with the SEC a registration statement or prospectus or anyamendments or supplements thereto, LCCI will (i) furnish to one counsel selected by the selling RFInvestors Shareholders and one counsel selected by the Detron Investors copies of all suchdocuments proposed to be filed, which documents will be subject to the review of such counsel and(ii) notify Seller 2 of any stop order issued or threatened by the SEC and take all reasonableactions required to prevent the entry of such stop order or to remove it if entered;          (ii) prepare and file with the SEC such amendments and supplements to such registrationstatement and the prospectus used in connection therewith as may be necessary to keep suchregistration statement effective for a period of not less than 120 days or such shorter periodwhich will terminate when all shares covered by such registration statement have been sold andcomply with the provisions of the Securities Act with respect to the disposition of all securitiescovered by such registration statement during such period in accordance with the intended methodsof disposition by Seller 2 set forth in such registration statement;          (iii) furnish to Seller 2 and each underwriter, if any, of shares covered by such registrationstatement such number of copies of such registration statement, each amendment and supplementthereto (in each case including all exhibits thereto), and the prospectus included in suchregistration statement (including each preliminary prospectus), in conformity with the requirementsof the Securities Act, and such other documents as Seller 2 may reasonably request in order tofacilitate the disposition of the shares owned by Seller 2;          (iv) use its best efforts to register or qualify such shares under such other state securitiesor “blue sky” laws of such jurisdictions as Seller 2 and each underwriter, if any, of sharescovered by such registration statement reasonably requests and do any and all other acts and thingswhich may be reasonably necessary or advisable to enable Seller 2 and each underwriter, if any, toconsummate the disposition in such jurisdictions of the shares owned by Seller 2; provided thatLCCI will not be required to (A) qualify generally to do business in any jurisdiction where itwould not otherwise be required to qualify but for this subparagraph (iv), (B) subject itself totaxation in any such jurisdiction or (C) consent to general service of process in any suchjurisdiction;          (v) use its best efforts to cause the shares covered by such registration statement to beregistered with or approved by such other governmental agencies or authorities as may be necessaryby virtue of the business and operations of LCCI to enable Seller 2 to consummate the dispositionof such shares;
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          (vi) immediately notify Seller 2 during any time when a Registration Statement is effectiveunder the Securities Act of the happening of any event which comes to LCCI’s attentionif as a result of such event the prospectus included in such registration statement containsany untrue statement of a material fact or omits to state any material fact necessary to make thestatements therein, in light of the circumstances under which they were made, not misleading, andLCCI will promptly prepare and furnish to Seller 2 and file with the SEC a supplement or amendmentto such prospectus so that, as thereafter delivered to the purchasers of such shares, suchprospectus will not contain any untrue statement of a material fact or omit to state any materialfact necessary to make the statements therein, in light of the circumstances under which they weremade, not misleading;          (vii) enter into such customary agreements (including an underwriting agreement in customaryform) and take all such other actions as Seller 2 or the underwriters, if any, reasonably requestin order to expedite or facilitate the disposition of such shares, including customaryindemnification;          (viii) make available for inspection by Seller 2, any underwriter participating in anydisposition pursuant to such registration statement, and any attorney, accountant or other agentretained by Seller 2 or the underwriters, all financial and other records, pertinent corporatedocuments and properties of LCCI and its subsidiaries, if any, as shall be reasonably necessary toenable them to exercise their due diligence responsibility, and cause LCCI’s and its subsidiaries’officers, directors and employees to supply all information and respond to all inquiries reasonablyrequested by any such Person in connection with such registration statement;          (ix) use its best efforts to obtain a “cold comfort” letter from LCCI’s independent publicaccountants in customary form and covering such matters of the type customarily covered by “coldcomfort” letters as Seller 2 or the underwriter reasonably request; and          (x) otherwise use its best efforts to comply with all applicable rules and regulations of theSEC.          4.4 Duties of Seller 2 in Connection with Registration.          (a) It shall be a condition precedent to the obligation of LCCI to take any action pursuant tothis Agreement in respect of the securities which are to be registered at the request of Seller 2that Seller 2 shall furnish to LCCI such information regarding the securities held by Seller 2 andany intended method of disposition thereof as LCCI shall reasonably request and as shall berequired in connection with the action taken by LCCI.          (b) Seller 2 agrees that, upon receipt of any notice from LCCI of the happening of any eventof the kind described in clause (vi) of Section 4.3 hereof, Seller 2 will forthwith discontinuedisposition of shares pursuant to the registration statement covering such shares until Seller 2’sreceipt of the copies of the supplemented or amended prospectus contemplated by clause (vi) ofSection 4.3 hereof, and, if so directed by LCCI, Seller 2 will deliver to LCCI (at LCCI’s expense)all copies (including, without limitation, any and all drafts), other than permanent file copies,then in Seller 2’s possession, of the prospectus covering such shares current at the time ofreceipt of such notice. In the event LCCI shall give any such notice, the period mentioned inclause (ii) of Section 4.3 hereof shall be extended by the
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greater of (i) three months or (ii) thenumber of days during the period from and including the date of the giving of such notice pursuantto clause (vi) Section 4.3 hereof to and including the date when Seller 2 shall have received thecopies of the supplemented or amended prospectus contemplated by clause (vi) of Section 4.3hereof.          4.5 Expenses. LCCI shall, whether or not any registration statement pursuant to thisAgreement shall become effective under the Securities Act, pay all expenses incident to itsperformance of or compliance with this Agreement, including without limitation, all registrationand filing fees, fees and expenses of compliance with securities or blue sky laws, printingexpenses, messenger and delivery expenses, fees and disbursements of counsel for LCCI and allindependent public accountants (including the expenses of any audit or “cold comfort” letter) andother Persons retained by LCCI, the reasonable fees and disbursements of one counsel retained bythe RF Investors Shareholders and one counsel retained by the Detron Investors and any fees anddisbursements of underwriters customarily paid by issuers or sellers of securities (excludingunderwriting commissions and discounts). In all cases, any allocation of LCCI personnel or othergeneral overhead expenses of LCCI or other expenses for the preparation of financial statements orother data normally prepared by LCCI in the ordinary course of its business shall be borne by LCCI.          4.6 Indemnification and Contribution.          (a) By LCCI. In the case of each registration effected by LCCI, LCCI will indemnifyand hold harmless Seller 2, its officers and directors, if any, each underwriter of the shares ofCommon Stock registered and each Person who controls Seller 2 and any such underwriter within themeaning of Section 15 of the Securities Act against any and all losses, claims, damages orliabilities to which they or any of them may become subject under the Securities Act or any otherstatute or law, including any amount paid in settlement of any litigation, commenced or threatened,if such settlement is effected with the consent of LCCI, and to reimburse them for any legal orother expenses incurred by them in connection with investigating any claims and defending anyactions (subject to Section 4.6(c) below), insofar as any such losses, claims, damages, liabilitiesor actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of amaterial fact contained in the registration statement, or any post-effective amendment thereof, orthe omission or alleged omission to state therein a material fact required to be stated therein ornecessary to make the statements therein not misleading, or (ii) any untrue statement or allegeduntrue statement of a material fact contained in any preliminary prospectus, if used before theeffective date of such registration statement, or contained in the prospectus (as amended orsupplemented if LCCI files any amendment thereof or supplement thereto with the SEC), if usedwithin the period during which LCCI is required to keep the registration statement to which suchprospectus relates current pursuant to the terms hereof, or the omission or alleged omission tostate therein a material fact necessary in order to make the statements therein, in light of thecircumstances under which they were made, not misleading; provided, however, that theindemnification provisions contained in this Section 4.6(a) shall not (A) apply to such losses,claims, damages, liabilities or actions arising out of, based upon, any such untrue statement oralleged untrue statement, or any such omission made in reliance upon and in conformity withinformation furnished in writing to LCCI by Seller 2 (or such underwriter) for use in connectionwith the preparation of the registration statement or any preliminary prospectus or prospectusamendment thereof or supplement thereto, or (B) inure to the benefit of any underwriter from whomthe Person asserting any such losses, claims, damages, expenses, or liabilities purchased theshares of Common Stock which are the subject thereof or to the benefit of any Person controllingsuch underwriter, if such underwriter failed to send or give a copy of the prospectus
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or anyamendment thereof or supplement thereto to such Person at or before the written confirmation of thesale of such shares of Common Stock to such Person.          (b) By Seller 2. In the case of each registration effected by LCCI, Seller 2 shallagree, in the same manner and to the same extent as set forth in Section 4.6 (a), to indemnify andhold harmless LCCI, each Person, if any, who controls LCCI within the meaning of Section 15 of theSecurities Act, and their directors and officers, with respect to any statement in or omission fromsuch registration statement or any post effective amendment thereof or any preliminaryprospectus or prospectus (as amended or supplemented if amended or supplemented as aforesaid)contained in such registration statement, if such statement or omission was made in reliance uponand in conformity with information furnished in writing to LCCI by Seller 2 for use in connectionwith the registration statement or any post-effective amendment thereof or any preliminaryprospectus or prospectus contained in such registration statement or any such amendment thereof orsupplement thereto.          (c) General. Each party entitled to indemnity under this Section 4.6 (the“**indemnified party**”) will, promptly after the receipt of notice of a claim, a threat of litigationor the commencement of any action against such indemnified party in respect of which indemnity maybe sought from any other party (the “**indemnifying party**”) on account of an indemnity agreementcontained in this Section 4.6, notify the indemnifying party in writing of the commencementthereof. The failure of any indemnified party so to notify an indemnifying party of such actionshall relieve the indemnifying party from any liability in respect of such action that it may haveto such indemnified party on account of the indemnity agreement contained in this Section 4.6,unless such indemnified party can establish that the indemnifying party has not been materiallyprejudiced in its ability to defend against or settle such action by such failure. In addition,any failure to give such notice shall not relieve the indemnifying party from any other liabilitythat it may have to such indemnified party. Notice given within ten days of commencement of theaction shall be conclusively presumed not to adversely affect the indemnifying party’s ability todefend or settle the action. In case any such action is brought against any indemnified party andsuch indemnified party notifies an indemnifying party of the commencement thereof, the indemnifyingparty will be entitled to participate therein and to the extent it may wish, jointly with any otherindemnifying party similarly notified, to assume the defense thereof with counsel reasonablysatisfactory to such indemnified party and, after notice from the indemnifying party to suchindemnified party of the indemnifying party’s election so to assume the defense thereof andacknowledgment in writing by the indemnifying party that the claim in question is one for which theindemnifying party is obligated to indemnify the indemnified party, the indemnifying party will notbe liable to such indemnified party for any legal or other expenses subsequently incurred by suchindemnified party in connection with the defense thereof other than reasonable costs ofinvestigation made at the request of the indemnifying party; provided, however, that if suchindemnified party has a reasonable basis to believe, and does believe, that its interests in suchaction conflict with those of the indemnifying party, the indemnified party may so notify suchindemnifying party and the indemnifying party will remain liable to such indemnified party for allfees, costs and expenses incurred by such indemnified party in retaining one separate counsel toparticipate in the defense of such action.     (d) Contribution. To provide for contribution in circumstances in which theindemnification provided for in this Section 4.6 is for any reason held to be unavailable fromSeller 2 or LCCI, Seller 2 and LCCI shall contribute to the aggregate losses, claims, damages,liabilities and expenses of the nature contemplated by such indemnification provisions (includingany investigation, legal and other expenses incurred in connection with, and any
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amount paid insettlement of, any action, suit or proceeding or any claims asserted, but after deducting anycontribution received by Seller 2 or LCCI, including from Persons who control LCCI within themeaning of Section 15 of the Securities Act, officers of LCCI who signed the registration statementand directors of LCCI, who may also be liable for contribution) to which Seller 2 and LCCI may besubject, in such proportions as are appropriate to reflect the relative fault of Seller 2 and LCCIin connection with the statement or omissions which resulted in such losses, claims, damages orliabilities, as well as any other relevant equitable considerations. The relative fault of Seller2 and LCCI shall be determined by reference to, among other things, whether the untrue or allegeduntrue statement of a material fact or omission or alleged omission to state a material factrelates to information supplied by such party, and the parties’ relative intent, knowledge, accessto information and opportunity to correct or prevent such statement or omission. The partieshereto agree that it would not be just and equitable if contribution pursuant to this Section4.6(d) were determined by pro rata allocation or by any other method of allocation which does nottake account of the equitable considerations referred to in this Section 4.6(d). Notwithstandingthe foregoing provisions of this Section 4.6(d), no Person guilty of fraudulent misrepresentation(within the meaning of Section 11 of the Securities Act) shall be entitled to contribution from anyPerson who was not guilty of such fraudulent misrepresentation. For purposes of this Section4.6(d), each Person, if any, who controls an LCC Shareholder or LCCI within the meaning of Section15 of the Securities Act, each officer of LCCI who shall have signed the registration statement andeach director of an LCC Shareholder or LCCI shall have the same rights to contribution as Seller 2or LCCI subject in each case to the provisions of the preceding sentence. Any party entitled tocontribution will, promptly after receipt of notice of commencement of any action, suit orproceeding against such party in respect to which a claim for contribution may be made againstanother party or parties under this Section 4.6(d), notify such party from whom contribution may besought, and such notice shall be a condition precedent to the other party’s liability under thisSection 4.6(d) or otherwise.          4.7 Holdback Agreements. If any registration pursuant to this Agreement shall be inconnection with an underwritten offering, Seller 2 agrees, if so requested in writing by LCCI, notto effect any sale or distribution, including any private placement or any sale pursuant to Rule144, or any successor provision, promulgated under the Securities Act, of any equity security ofLCCI or of any security convertible into or exchangeable or exercisable for any equity security ofLCCI (in each case, other than as part of such underwritten offering) during the seven days priorto, and during the 90 day period which begins on, the effective date of such registration statement(except as part of such registration).          4.8 Transfer of Registration Rights. Seller 2 may transfer or assign its rightshereunder, in whole or in part, but only to a purchaser or other transferee of its RegistrableSecurities. This Agreement shall inure to the benefit of and be binding upon the successors andpermitted assigns of each of the parties, and by taking and holding such Registrable Securitiessuch Person shall be entitled to receive the benefits hereof and shall be conclusively deemed tohave agreed to be bound by all of the terms and provisions hereof. If Seller 2 shall acquireRegistrable Securities, in any manner, whether by operation of law or otherwise, such RegistrableSecurities shall be held subject to all of the terms of this Agreement.          4.9 Other Registration Rights. LCCI will not grant to any Persons the right torequest LCCI to register any equity securities of LCCI, or any securities convertible orexchangeable into or exercisable for such securities, which are more favorable to such Persons thanthe rights granted to Seller 2 hereunder without the prior written consent of Seller 2, unless LCCIagrees to amend this Agreement to grant such more favorable rights to Seller 2, in lieu of therights granted hereunder. For the avoidance of doubt, the parties acknowledge that
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the foregoingprovisions do not apply to the rights granted by LCCI to the RF Investors Shareholders under thatcertain Registration Rights Agreement dated July 25, 1996 among LCC International, Inc., RFInvestors, LLC and MCI Telecommunications Corporation.     5. Miscellaneous.     5.1 Specific Performance. The parties hereto acknowledge that there would be noadequate remedy at law if any party fails to perform any of its obligations hereunder, andaccordingly agree that each party, in addition to any other remedy to which it may be entitled atlaw or in equity, shall be entitled to compel specific performance of the obligations of any otherparty under this Agreement in accordance with the terms and conditions of this Agreement inany court described in Section 5.11.     5.2 Assignment; Successors and Assigns. No assignment or transfer by any party ofsuch party’s rights and obligations under this Agreement will be made except with the prior writtenconsent of the other party to this Agreement. The provisions of this Agreement shall be bindingupon, and inure to the benefit of, the respective successors and permitted assigns of the partieshereto.     5.3 Expenses. Each party hereto will pay its own expenses in connection with thetransactions contemplated hereby.     5.4 Notices. All notices, requests, consents, and other communications under thisAgreement shall be in writing and shall be delivered by hand or sent by facsimile, by courier orregistered mail, return receipt requested, postage prepaid. Such notices and other communicationsshall be addressed:       If to LCCI, at         7925 Jones Branch Drive    McLean, VA 22102    United States of America    FAX: 1 (703) 873-2900    Attention: General Counsel  or at such other address or addresses as may have been furnished in writing by LCCI to Seller 2,with a copy to (which shall not constitute notice)       Hogan & Hartson LLP    555 Thirteenth Street, NW    Washington, DC 20004    Fax: 1 (202) 637-5910    Attention: Lorraine Sostowski, Esq.         If to Seller 2, at         Kievitstraat 13    1850 Grimbergen    Belgium    Fax: +32 706 5436    Attention: Hilbert Van Muylem  or at such other address or addresses as may have been furnished in writing by Seller 2 to LCCI.Such notices or other communications shall be effective when received, and in any event no laterthan:
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(i) when sent by facsimile 2 (two) business hours after receipt. Receipt shall bedeemed to have occurred when transmission of such facsimile communication has beencompleted and a positive transmission report has been produced by the transmittingmachine. For the purposes of this provision, “business hour” shall mean any timebetween 09.00 and 18.00 hours on a business day in the country of the addressee;(ii) when sent by courier service 3 (three) days after dispatch; and(iii) when sent by registered mail 3 (three) days after dispatch.     5.5 Brokers. LCCI is not subject to an existing agreement with any finder and no feeswill be paid by LCCI to any such finder in regard to the transactions contemplated by thisAgreement. Seller 2 is not subject to an existing agreement with any finder and no fees will bepaid by Seller 2 to any such finder in regard to the transactions contemplated by this Agreement.Each party will indemnify and save the other party harmless from and against any and all claims,liabilities or obligations with respect to brokerage or finders’ fees or commissions, or consultingfees in connection with the transactions contemplated by this Agreement asserted by any Person onthe basis of any statement or representation alleged to have been made by such indemnifying party.     5.6 Entire Agreement. This Agreement and the Share Purchase Agreement embody theentire agreement and understanding between the parties hereto with respect to the subject matterhereof and supersedes all prior agreements and understandings relating to such subject matter.     5.7 Amendments and Waivers. Any term of this Agreement may be amended only with thewritten consent of LCCI and Seller 2. The observance of any term of this Agreement may be waived(either generally or in a particular instance and either retroactively or prospectively) only in awriting signed by the party claimed to have waived. No waivers of or exceptions to any term,condition or provision of this Agreement, in any one or more instances, shall be deemed to be, orconstrued as, a further or continuing waiver of any such term, condition or provision.     5.8 Counterparts. This Agreement may be executed in several counterparts, each ofwhich shall be deemed an original, but all of which, when taken together, shall constitute one andthe same instrument.     5.9 Headings. The headings of the sections, subsections, and paragraphs of thisAgreement have been added for convenience only and shall not be deemed to be a part of thisAgreement.     5.10 Severability. The invalidity or unenforceability of any provision of thisAgreement shall not affect the validity or enforceability of any other provision.     5.11 Governing Law; Jurisdiction. This Agreement shall be governed by and construedin accordance with the laws of the State of Delaware, without regard to the choice of law orconflicts of law provisions thereof. Each of the parties hereto (i) submits to the jurisdictionof any state or federal court sitting in the State of Delaware in any action or proceeding arisingout of or relating to this Agreement or the transactions contemplated hereby, (ii) agrees that allclaims in respect of the action or proceeding may be heard and determined in any such court, and(ii) agrees not to bring any action or proceeding arising out of or relating to this Agreement orthe transactions contemplated hereby in any other court.
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Each of the parties hereto waives anydefense of inconvenient forum to the maintenance of any action or proceeding so brought and waivesany bond, surety or other security that might be required of any other party with respect thereto.Any party may make service on another party by sending or delivering a copy of the process to theparty to be served at the address and in the manner provided for the giving of notices in Section4.3; the foregoing, however, shall not affect the right of any party to serve legal process in anyother manner permitted by law.     5.12 Further Assurances. LCCI, on the one hand, and Seller 2, on the other hand,agree to cooperate with each other, and at the request of the other party, to execute and deliverany further instruments or documents and to take all suchfurther action as the other party may reasonably request in order to evidence or effectuatethe consummation of the transactions contemplated hereby and to otherwise carry out the intent ofthe parties hereunder.     5.13 Survival. The representations and warranties each party contained herein shallsurvive until the expiration of the applicable statute of limitations applicable thereto.*{Signature pages follow}*
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          IN WITNESS WHEREOF, the undersigned have executed this Investment and Registration RightsAgreement (in counterpart signature and by facsimile signature) as of the date set forth in thefirst paragraph hereof.         **LCC INTERNATIONAL, INC.**           By: /s/ Peter Deliso           Name: Peter Deliso    Title: Senior Vice President           **EXICICOM BVBA**           By: /s/ Hilbert Van Muylem           Name: Hilbert Van Muylem    Title: General Manager