**EXHIBIT 10.1**

 

**SETTLEMENT AGREEMENT**

 

This Settlement Agreement is made as of January 16, 2004, by and amongTruePosition, Inc. (“TruePosition”), KSI, Inc. (“KSI”), Allen Telecom L.L.C.(“Allen”), and Andrew Corporation (“Andrew”). TruePosition and KSI are referred to herein collectively as“TruePosition” or “the plaintiffs.” Allen and Andrew are referred to herein collectively as “Andrew” or “thedefendant.”

 

WHEREAS the plaintiffs filed a lawsuit entitled TruePosition, Inc.and KSI, Inc. v. AllenTelecom Inc., Civil Action No. 01-0823 GMS,in the United States District Court for the District of Delaware (“the Action”)against Allen Telecom Inc., the predecessor to Allen Telecom, L.L.C., alleginginfringement of U.S. Patents 4,728,959; 6,108,555; 6,119,013; 6,047,192;6,184,829; 6,281,834; and 6,317,081;

 

WHEREAS the defendant filed counterclaims seeking a declaratoryjudgment that TruePosition’s patents are invalid, unenforceable, and/or notinfringed; alleging infringement of Andrew’s U.S. Patent 5,317,323; andasserting antitrust and state law tort claims;

 

WHEREAS Allen Telecom, Inc. subsequently merged with and into AllenTelecom L.L.C., a wholly-owned subsidiary of Andrew Corporation;

 

WHEREAS theparties hereto desire to settle and resolve the Action;

 

WHEREAS toarrive at such a settlement the parties agreed to mediate their dispute;

 

WHEREAS as a result of the mediation the parties agreed upon settlementterms and, on January 16, 2004, signed a legally binding term sheet reflectingthose settlement terms; and

 

WHEREAS theparties agreed to memorialize their settlement agreement in this formal 

 

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Settlement Agreement;

 

NOW THEREFORE, in consideration of the mutual covenants and agreementscontained herein, intending to be legally bound, the parties heretoagree as follows:

 

1)             Inconjunction with the other consideration provided for in this SettlementAgreement, Andrew shall pay to TruePosition, in cash or its equivalent, in fulland complete settlement of the Action, thesum of thirty-five million U.S. dollars ($35,000,000), as follows:

 

a)             The sum of twenty-five million U.S. dollars($25,000,000), on the earlier of February 6, 2004, or five business days afterthe date written on the last page hereof immediately above the signature blocks(the “Signature Date”);

 

b)            The sum of four million U.S. dollars ($4,000,000), on theearlier of February 6, 2004, or five business days after the Signature Date;

 

c)             The sum of three million U.S. dollars ($3,000,000), onor before October 1, 2004;

 

d)            The sum of two million U.S. dollars ($2,000,000), on orbefore October 1, 2005;

 

e)             The sum of one million U.S. dollars ($1,000,000), on orbefore October 1, 2006.

 

2)             The payments set forth in paragraph 1 shall bemade by wire transfer according to wire instructions that TruePositionshall provide to Andrew prior to each payment date.

 

3)             Andrew’s obligation to make each of the paymentsset forth in paragraph 1 above is unconditional and binding, and withoutregard to whether or to what extent Andrew manufactures or makes sales ofgeolocation equipment in the time periods described.

 

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4)             Andrew hereby issues to TruePosition warrants topurchase one million shares of Andrew’s common stock, in the form of theinstrument attached hereto as Exhibit A and delivered to TruePositionconcurrent with the signing of this Settlement Agreement.  The warrants may be exercised, in whole orin part, by TruePosition at any time and from time to time between January 16,2004 and January 16, 2008 at a price of $ 17.70 per share, the closing pricefor Andrew stock on January 16, 2004.

 

5)             Inthe event that Andrew and TruePosition sign a business combination agreement(whether relating to the Grayson Wireless business or otherwise, but notincluding any contract for goods or services as contemplated by paragraph 15below), within one year of the date hereof, Andrew shall pay to TruePositionfive million U.S. dollars ($5,000,000).

 

6)             TruePositionhereby grants to Andrew a worldwide non-exclusive license to make, use, offerto sell, sell, and import geolocation equipment under the patents and patentapplications listed in Exhibit B hereto, and under all geolocation patentswhich may issue at any time as a result of any patent application filed byTruePosition within one year of January 16, 2004, including all divisionals,reissues, continuations in part, continuations, and foreign counterparts ofsuch patents.  Andrew shall have noright to sublicense under this paragraph, except that Andrew may sublicense itscarrier end user customers (which shall include such customers’ subcontractors,agents, or contractors, solely for the purpose of performing services for suchcustomers for E-911 purposes) to facilitate their operation of E-911 hardware orsystems they purchase from Andrew, it being understood that TruePosition is notauthorizing Andrew to authorize sublicensing by its customers, is not licensingAndrew to sublicense its customers to share geolocation equipment with othercarriers, and is not authorizing Andrew to grant sublicenses that can betransferred by its customers to unaffiliated entities.  Andrew shall not be

 

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precluded from distributing its product through resellers (which does notinclude infrastructure suppliers as listed in paragraph 11 and others engagedin substantially the same business or others that develop or manufacturewireless geolocation technologies), so long as any licenses granted to endusers shall be consistent with the terms of this paragraph.  TruePosition represents that the patents andpatent applications listed in Exhibit B hereto include all of its patents andpatent applications except for the 144 and 410 patents identified in paragraph8 below and their foreign counterparts. The license granted by this paragraph does not extend to patentsTruePosition may otherwise acquire. “Geolocation patents” for purposes of this paragraph means patents thatclaim equipment (including hardware and software) and methods for determiningthe latitude and longitude of wireless telephones.  For purposes of this paragraph a “wireless telephone” is atwo-way voice communication device. Geolocation patents do not include (i) patents specifically directed toapplications relating to the subsequent use of the determined locations otherthan for E-911 purposes or (ii) patents specifically directed to wirelesstelephone functionality and not specifically directed to the generation of thelatitude and longitude of wireless telephones.

 

7)             Uponcompletion of the payments set forth in paragraph 1 above, the license toAndrew set forth in paragraph 6 shall be fully paid up and shall extend for thefull life of the respective patents.  IfAndrew fails to make payments in full in accordance with paragraph 1, or tocure a failure of payment within five business days of receiving notice of suchfailure by TruePosition, then the license set forth in paragraph 6 shallterminate upon the earlier of (i) Andrew’s failure to make any such payment infull in accordance with paragraph 1, or (ii) October 1, 2006.

 

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8)             TruePositionhereby covenants not to sue Andrew for infringement of U.S. Patents 5,327,144(“the 144 patent”) and 5,608,410 (“the 410 patent”) for domestic applicationsby Andrew relating solely to tasking E-911 geolocation (*i.e.*, determining thelatitude and longitude of wireless telephones from which a “911” call has beenplaced), so long as said applications do not enable or permit locations to beperformed for any task other than E-911, includingwithout limitation the provision of location related commercial services, andso long asall licenses granted byAndrew for such domestic E-911 applications are limited to use for E-911geolocation only.  TruePositionrepresents that no applications are pending based on the 144 or 410 patents,and that no divisionals, continuations, or continuations in part may be filedwhich claim priority therefrom.

 

9)             TruePosition hereby covenants not to sue Andrewfor infringement of any patents whatsoever, except as is set forth inthe following sentence, for Andrew’s manufacture, use, offer for sale or saleof Andrew’s existing wireless network overlay “Geometrix” geolocationsystem.  This covenant does not apply topatents TruePosition may acquire by way of business combination or merger or otherwise acquire from a third party (i) afterOctober 1, 2005, provided that in the event of any such acquisition of apatent after October 1, 2005, TruePosition shall not be entitled to obtaindamages, an injunction, or any other remedy with respect to any Geometrixsystem as defined in this paragraph 9 sold by Andrew before such date, or (ii)for which Andrew is currently under license or has licensed in the past.  TruePosition represents that it has nocurrent awareness of any patent owned by a third party that it believes isbeing infringed without license by Andrew’s existing wireless network overlay“Geometrix” geolocation system.

 

a)             For purposes of the covenant not to sue set forth inthis paragraph, “Andrew’s existing wireless network overlay ‘Geometrix’geolocation system” refers to

 

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the wireless telephone location equipment sold byAllen Telecom, Inc. and Andrew Corporation between July 2001 and January 2004,and means Andrew’s wireless telephone location equipment (*i.e.*, TDOA-2, TDOA-4, andAOA Wireless Location Sensors (WLS’s) having the hardware set forth in the WLSInstallation and Maintenance Manual bearing Bates numbers 0424-0445 and WLSalgorithms/source code set forth in source code versions 5.2, 5.3, or 5.4; WLSsource code bearing Bates numbers 33160-33352; and the WLS hardware acceleratorcode bearing Bates numbers 33799-38000; Geolocation Control Systems (GCS’s)having the hardware set forth in the GCS Installation and Maintenance Manualbearing Bates numbers 0390-0423 with the GCS algorithms/source code set forthin source code versions 5.2, 5.3, or 5.4; and Abis Monitoring Units (AMU’s),all installed in an overlay fashion), that determine the latitude and longitudeof wireless telephones, by determining TOA, AOA, and/or TDOA of a signaltransmitted by a wireless telephone’s voice or traffic channel (but not thecontrol channel or access channel signals), that uses any of the AMPS (800 MHzBand), IDEN (800 MHz Band), TDMA (800 and 1900 MHz Bands), CDMA (800 and 1900MHz. Bands) or GSM (800 and 1900 MHz. Bands) air interfaces, but notothers.  The term “Andrew’s existingwireless network overlay ‘Geometrix’ geolocation system” also includes routinesoftware maintenance patches, but does not include any other hardware orsoftware changes or the addition of other functionality, or changes to createadditional capacity.

 

b)            For purposes of the covenant not to sue set forth in thisparagraph, “Andrew’s existing wireless network overlay ‘Geometrix’ geolocationsystem” does not include an integrated geolocation system (*e.g.*, a geolocation systemwhose hardware or

 

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software is incorporated into a carrier’snon-geolocation hardware and software, such as plug-ins (*e.g.*, circuit boards) thatare incorporated into base station equipment and/or switches and/or a mobilestation component) or other embedded usages.

 

c)             TruePosition’s counsel, Woodcock Washburn LLP, shallmaintain a copy of Andrew’s existing wireless network overlay “Geometrix”geolocation system source code versions 5.2, 5.3, and 5.4, documents identifiedabove, and other documents describing Andrew’s existing wireless networkoverlay “Geometrix” geolocation system which are now in their possession, underthe terms set forth in the Protective Order filed in the Action for use inresolution of any dispute that may arise regarding whether an Andrew wirelessnetwork overlay geolocation system is subject to the covenant not to suecontemplated by this Settlement Agreement.

 

d)            The parties agree to mediate any dispute concerningwhether an Andrew wireless network overlay geolocation system is subject to thecovenant not to sue for purposes of this paragraph.  Upon notification of a dispute, the parties shall each suggestthe names of three persons to act as mediator within three business days ofsuch notification, and shall agree upon a mediator within five businessdays.  The mediation shall be conductedwithin fourteen calendar days of the acceptance of the dispute by themediator.  If no resolution has beenreached within one month of acceptance of the dispute by the mediator,TruePosition shall be free to bring such infringement action as it mayotherwise be entitled to bring in the absence of this paragraph.

 

10)           Andrewhereby grants to TruePosition a perpetual worldwide non-exclusive license tomake, use, offer to sell, sell, and import geolocation equipment under thepatents and patent applications listed in Exhibit C hereto, and under allgeolocation patents which may issue

 

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at any time as a result of any patent application filed by Andrewwithin one year of January 16, 2004, including all divisionals, reissues,continuations in part, continuations, and foreign counterparts of suchpatents.  TruePosition shall have noright to sublicense under this paragraph, except that TruePosition maysublicense its carrier end user customers (which shall include such customers’subcontractors, agents, or contractors solely for the purpose of performingservices for such customers for E-911 purposes) to facilitate their operationof E-911 hardware or systems they purchase from TruePosition, it beingunderstood that Andrew is not authorizing TruePosition to authorizesublicensing by its customers, is not licensing TruePosition to sublicense itscustomers to share geolocation equipment with other carriers, and is not authorizingTruePosition to grant sublicenses that can be transferred by its customers tounaffiliated entities.  TruePositionshall not be precluded from distributing its product through resellers (whichdoes not include infrastructure suppliers as listed in paragraph 11 and othersengaged in substantially the same business), so long as any licenses granted toend users shall be consistent with the terms of this paragraph.  Andrew represents that the patents listed inExhibit C include all of its geolocation patents and patent applications.  The license granted by this paragraph doesnot extend to patents Andrew may otherwise acquire.  “Geolocation patents” for purposes of this paragraph has themeaning assigned to it in paragraph 6 above.

 

11)           The licenses granted in paragraphs 6 and 10 maynot be assigned by the licensees; provided, however, that either suchlicense may be transferred in connection with the sale of all or substantiallyall of the business of Andrew or TruePosition, respectively, but shall terminateupon any transfer or assignment to any of the following companies, unless priorwritten permission of the licensor is obtained:  Lucent Technologies Inc., NEC Corp., Huawei

 

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Technologies Co., Ltd., Telefon AB LM Ericsson, Nokia Oyj, NortelNetworks Corp., Motorola Inc, and Siemens AG, or any successor of any of theforegoing.

 

12)           Inthe event that Andrew makes sales of or enters into a contract to supplygeolocation goods and/or services to or for the use of T-Mobile USA, Inc. orCingular Wireless LLC, or any entity owned or controlled by either of them,within eighteen months of the date hereof:

 

a)             Andrew shall pay to TruePosition a royalty of 20% of itsgross revenue on such sales and any revenue generated in connection with suchsales, including but not limited to related software license fees, warrantyfees, maintenance and service fees, regardless of whether such revenue isreceived by Andrew within the eighteen-month period, such royalty to be payablewithin thirty days of Andrew’s receipt of such revenue, and in any event infull on or before July 17, 2005.

 

b)            The royalty payment shall be accompanied by a reportdisclosing the goods and/or services provided to T-Mobile or Cingular and therevenue received as a result.

 

c)             Andrew shall keep records, consistent with therecord-keeping systems used in the ordinarycourse of its business, showing the goods and/or services provided toT-Mobile or Cingular between the date of this Agreement and July 16, 2005, insufficient detail to enable the royalty payable to TruePosition to bedetermined. Andrew shall maintain such books and records until July 16, 2006.

 

d)            Andrew shall permit its books and records pertinent toits sale of equipment to T-Mobile or Cingular to be examined from time to timeand, to the extent reasonably necessary, to verify the report provided byAndrew, such examination to be

 

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made at the expense of TruePosition upon reasonablenotice to Andrew, by an auditor appointed by TruePosition from a firm ofcertified public accountants of national standing and obligated toconfidentiality, who shall report to TruePosition only the amount of royaltypayable for the eighteen-month period applicable to this paragraph.  In the event that it is determined thatAndrew owes additional payments to TruePosition under this paragraph, andAndrew’s underpayment is greater than 10% of the total amount owing for any calendar year period, then, in addition to suchadditional payment, Andrew shall also reimburse TruePosition forTruePosition’s costs with respect to such audit.

 

e)             The royalty obligations set forth in this paragraphshall not be applicable to sales by Andrew to T-Mobile or Cingular if either ofthose entities acquires AT&T Wireless, Inc. or any other current customerof Andrew to the extent that such sales by Andrew are in the nature ofcontinuing sales to its pre-existing customer. Sales are in the nature of continuing sales to a pre-existing Andrewcustomer when they are (i) made to fulfill an acquired customer’s FCC ‘s E-911location requirements, (ii) made into a market that has been partially deployedby Andrew or Andrew’s customer using Andrew equipment prior to the date of suchacquisition; and (iii) made pursuant to an Andrew customer contract enteredinto prior to the acquisition.

 

13)           Exceptwith respect to any breach of this Settlement Agreement, the parties herebyrelease, remise, and forever discharge one another, their predecessors,successors, parents, subsidiaries, officers, directors, agents, employees,assigns, and attorneys, and all persons who may be jointly and severally liablewith any of them, from any and all claims, demands, liabilities, causes ofaction, damages, legal fees, costs, expenses, and claims for

 

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compensation of whatever nature or description,arising out of or relating to the Action, and/or which have been orcould have been asserted in the Action.

 

14)           Theparties agree that they will execute and file, within five business days of theSignature Date, any and all necessary documents to discontinue the prosecutionof the Action, including all counterclaims, with prejudice, and that each partyshall bear its own costs and fees incurred in connection with the Action.

 

15)           TruePositionagrees to offer to purchase at least twenty million U.S. dollars ($20,000,000)worth of geolocation hardware and/or related goods and services from Andrew between the date hereof and October 1, 2006,provided that Andrew shall match prices and other material terms andconditions offered to TruePosition by its other suppliers of such geolocationhardware and/or goods and services, without regard to quantity commitments.

 

a)             Nothing herein shall require either party to discloseconfidential, competitively sensitive documents or information to each other,such as, by way of example, price and cost information, and disclosure of suchinformation is expressly prohibited.  Notwithstanding the foregoing, TruePositionshall provide Andrew with such technical information as is necessary topermit Andrew to provide the requested goods and/or services and that is madeavailable to other contract manufacturers in connection with soliciting bids orproposals for provision of such goods or services.

 

b)            In the event that one party believes the other party’srepresentations regarding competitive prices or terms and conditions areinaccurate or incomplete, that party mayrequest a review of such prices or terms and conditions by a neutralthird-party arbitrator, to be selected by the party requesting review inaccordance with subparagraph (c) below andat the expense of the party requesting review. Within five business days of

 

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the arbitrator’s acceptance of appointment the partiesshall provide to the arbitrator the documentsand information necessary to permit him to make a determination whether theprices or material terms and conditions proposed or challenged match those ofTruePosition’s other suppliers of the pertinent goods or services.  The arbitrator’s decision shall be renderedto both parties in writing within five business days of having received thelast of the information necessary to make a determination.  The arbitrator’s decision is final, binding,and not subject to appeal.  Uponrendering his decision, the arbitrator shall return the documents and all copiesthereof to the party that provided them.

 

c)             The arbitrator shall be a certified public accountantwith at least ten (10) years of professional experience in costaccounting.  Neither the arbitratorhimself nor his firm shall have provided professional services to TruePosition,Andrew, or any of their respective subsidiaries or affiliates within the five(5) years preceding the request for review. Neither the arbitrator himself nor his firm shall be employed byTruePosition, Andrew, or any of their respective subsidiaries or affiliates forone year following the rendering of a decision pursuant to this paragraph.

 

d)            Any business offered by TruePosition which Andrew doesnot accept or which TruePosition does not award to Andrew because of Andrew’sfailure to match the prices and other material terms and conditions offered byTruePosition’s other suppliers shall nevertheless be counted for purposes ofdetermining the amount of business that TruePosition has offered Andrewpursuant to this paragraph.

 

16)           Andrewagrees that it will not contest the validity or enforceability of U.S. Patents4,728,959; 6,108,555; 6,119,013; and 6,047,192 or their foreign counterparts.

 

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17)           The parties agree that their sole remedy forbreach of this Settlement Agreement shall be an action therefor. Beforeeither party brings such an action for breach of this Settlement Agreement, theparties shall engage in mediation in a good faith attempt to resolve theirdispute.  Upon notification of adispute, the parties shall each suggest the names of three persons to act asmediator within three business days of such notification, and shall agree upona mediator within five business days. The mediation shall be conducted within fourteen calendar days of themediator’s acceptance of the mediation. If no resolution has been reached within one month of notification ofthe mediator’s acceptance of the mediation, the parties may seek other relief.

 

18)           ThisSettlement Agreement shall be governed by the laws of the State of Delaware,without regard to principles of conflicts of laws.  Disputes arising hereunder or in connection herewith shall betried solely in the state and federal courts of Delaware, and both partieshereby consent to the exclusive personal jurisdiction thereof.

 

19)           Theparties agree to maintain the terms and provisions of this Settlement Agreementconfidential, and shall not, without the other party’s prior written consent ineach instance, which consent may not be unreasonably withheld, disclose to anythird party, the terms or provisions of this Settlement Agreement, unless suchdisclosure is required under applicable law or in connection with the legalenforcement of this agreement.  In theevent such disclosure is required, the disclosing party shall, prior to makingsuch disclosure, cooperate with the other party in an effort to limit and/orobtain confidentiality treatment for such disclosure.  Paragraph 20 below constitutes the respective parties’ priorwritten consent regarding the parties’ respective press releases.  The prohibition against disclosure set forthin this paragraph does not prohibit disclosure to the parties’ respectiveparents or affiliates.

 

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20)           Theparties have agreed upon the terms of their respective press releases announcingthe settlement memorialized by this Settlement Agreement.  Each party agrees not to disparage the otherparty or its products in connection with descriptions of this SettlementAgreement.

 

21)           Allnotices under this Settlement Agreement shall be in writing and shall be deemedto have been given when received by the intended recipient at the followingaddress (or at such other address as the intended recipient shall havespecified in a written notice given to the other party):

 

**ToTruePosition and KSI:**

 

Frederic Beckley

Senior Vice President andGeneral Counsel

TruePosition, Inc. 780 Fifth Avenue

King of Prussia, Pa 19406

Fax: 610-680-1074

 

**To Allen andAndrew:**

 

James F. Petelle, Esq.

Vice President, Law & Secretary Andrew Corporation

10500 West 153rdStreet

Orland Park, IL 60462

Fax: 708-873-2571

 

22)           Theparties agree that no promise, representation or agreement not herein expressedhas been made, and this Settlement Agreement (including the Exhibits hereto) contains the entire agreement between the partieswith respect to its subject matter, superseding all other prioragreements, written or oral, including without limitation the term sheet datedJanuary 16, 2004.

 

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23)           Iffor any reason any provision of this Settlement Agreement is held invalid,illegal, or unenforceable, such provision shall be deemed to be severable fromthe other provisions of this Agreement, all of which shall remain in full forceand effect and be binding upon the parties hereto.

 

24)           ThisSettlement Agreement may be executed by the parties in counterparts, each ofwhich shall be deemed to be an original, and all of which shall constitutetogether but one and the same agreement. Upon signing at the time agreed, the parties shall exchange signaturepages by facsimile transmission, with an original signature to follow byovernight mail, addressed to the persons listed in paragraph 21 above.  Andrew’s signature page shall be accompaniedby the warrant instrument described in paragraph 4 above, the form of which isExhibit A hereto.

 

 
| February 1,  2004   |                                 |
|---------------------|--------------------------------------|
|                |                                 |   |
| TruePosition,  Inc. | Allen  Telecom, LLC                  |
|                |                                 |   |
| By             | /s/ Fred  Beckley                    |   | By  | /s/ Terry N.  Garner |   |
|                | Fred  Beckley, Senior Vice President |   |   | Terry N.  Garner, Vice President |   |
|                | and General Counsel                  |   |
|                |                                 |   |
| KSI, Inc.           | Andrew  Corporation                  |
|                |                                 |   |
| By             | /s/ Fred  Beckley                    |   | By  | /s/ Marty  Kittrell |   |
|                | Fred  Beckley, Senior Vice President |   |   | Marty  Kittrell, Chief Financial Officer |   |
|                | and General Counsel                  |   |   | President |   |

 

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**EXHIBITA**

 

**THISWARRANT AND THE COMMON STOCK RECEIVABLE UPON THE EXERCISE HEREOF HAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATESECURITIES LAWS.  THEY MAY NOT BETRANSFERRED OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATIONSTATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TOTHE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED.**

 

**Void after 5:00 P.M., Central Time,on January 16, 2008**

 

**WARRANT TO PURCHASE COMMON STOCK**

 

**ANDREW CORPORATION**

 
| **WARRANT  NO. W-1** |   | **ORIGINAL ISSUE DATE:  January 16, 2004** |
|----------------------|--------|-------------------------------------------------|

 

This is tocertify that, **FOR VALUE RECEIVED**, TruePosition, Inc. (“**Holder**”) is entitled topurchase, subject to the provisions of this Warrant (as defined herein), from **ANDREW CORPORATION**(the “**Company**”), at any time until 5:00 P.M., Central Time, onJanuary 16, 2008 (“**Expiration Date**”), One Million (1,000,000)shares (“**Shares**”)of the Company’s Common Stock, $.01 par value per share (“**Common Stock**”).  The exercise price of the Warrant shall be$17.70 per Share (“**Exercise Price**”).

 

1.             Exercise of Warrant.  This Warrant may be exercised, in whole or in part at any time orfrom time to time until the Expiration Date or if the Expiration Date is a dayon which banking institutions are authorized by law to close, then on the nextsucceeding day which shall not be such a day, by presentation and surrenderhereof to the Company or at the office of its stock transfer agent, if any,with the Purchase Form annexed hereto as Exhibit A duly executed andaccompanied by payment of the Exercise Price for the number of Shares specifiedin such form (i) in the form of cash, certified check, or bank draft payable tothe order of the Company, or other form of payment acceptable to the Company,for an amount of United States dollars equal to the Exercise Price of suchShares; (ii) by tendering previously acquired Shares of the Corporation valuedat such Shares’ Fair Market Value on the date of tender; (iii) in the mannerdescribed in Section 12; or (iv) a combination of (i), (ii), and (iii). TheShares so purchased shall be deemed to be issued to the Holder or the Holder’sdesignee, as the record owner of such shares, as of the close of business onthe date on which this Warrant shall have been surrendered and the completed ExhibitA shall have been delivered and payment shall have been made for suchShares as set forth above or, if such day is not a business day, on the nextsucceeding business day.  The Shares sopurchased, representing the aggregate number of shares specified in theexecuted Exhibit A, shall be delivered to the holder hereof within areasonable time, not exceeding 10 business days, after this Warrant shall havebeen so exercised.  If (a) the Company’stransfer agent is participating in the Depository Trust Company (“**DTC**”)Fast Automated Securities Transfer program, and (b) the certificates thereforare not required to bear a legend and the Holder is not obligated to returnsuch certificate for the placement of a legend thereon, the Company, uponrequest of the Holder, shall cause its transfer agent to electronically

 

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transmit the Shares so purchased to the Holder bycrediting the account of the holder or its nominee with DTC through its DepositWithdrawal Agent Commission system (“**DTC Transfer**”).  If the aforementioned conditions to a DTC Transfer are notsatisfied or such transfer is not so requested by the Holder, the Company shalldeliver physical certificates representing the Shares so purchased to theHolder.

 

If thisWarrant is exercised in part only, the Company shall, upon surrender of thisWarrant for cancellation, execute and deliver a new Warrant evidencing theright of the Holder to purchase the balance of the Shares purchasablehereunder. Upon receipt by the Company of this Warrant at the office of theCompany, in proper form for exercise and accompanied by the Exercise Price, theHolder shall be deemed to be the holder of record of the Shares issuable uponsuch exercise, notwithstanding that the stock transfer books of the Companyshall then be closed or that certificates representing such Shares shall notthen be actually delivered to the Holder.

 

As usedherein, “Fair Market Value” as of any date shall mean if the Company’s CommonStock is traded on an established market which reports last sale information,the price of the Common Stock as of the close on the day before such date (orif no sales occurred that day the most recent day sales occurred preceding suchdate); if the Company’s Common Stock is quoted on the NASDAQ Stock Market, theclosing bid price per share on such date; or if the Company’s Common Stock ispublicly held but not traded on an established market which reports last saleinformation or quoted on the NASDAQ Stock Market, the fair market value of suchCommon Stock as determined by the Board of Directors of the Company in goodfaith and in their sole discretion.  Ifthe Common Stock is not publicly held, Fair Market Value shall be determined bythe Board of Directors of the Company in good faith and in its sole discretion.

 

2.             Registration of Shares.  The Company shall use its reasonable best efforts to prepare andfile as promptly as practicable after the date hereof with the SEC aregistration statement on Form S-3 with respect to the Shares issuable upon theexercise of this Warrant (the “**Registration Statement**”) and to effect allsuch registrations, qualifications and compliances (including, withoutlimitation, obtaining appropriate qualifications under applicable statesecurities or “blue sky” laws and compliance with any other applicablegovernmental requirements or regulations) as the Holder hereof may reasonablyrequest and that would permit or facilitate the sale of such Shares in the openmarket (provided, however, that the Company shall not be required in connectiontherewith to qualify to do business or to file a general consent to service ofprocess in any such state or jurisdiction), and shall use its reasonable bestefforts so that such Registration Statement and all other such registrations,qualifications and compliances may become effective no later than 120 daysfollowing the date hereof. Notwithstanding the foregoing, the Company shall not be obligated toeffect an underwritten registration statement.

 

TheCompany will use its reasonable best efforts to maintain the effectiveness ofthe Registration Statement and other applicable registrations, qualificationsand compliances for a period of eighteen months following the earlier ofExpiration Date or the date upon which Holder has fully exercised this Warrant(the **“RegistrationEffective Period”**), and from time to time will amend or supplementthe Registration Statement and the prospectus contained therein as and to theextent necessary to comply with the Securities Act of 1933, as amended (the “**Act**”),the Securities and Exchange Act of 1934, as amended and any applicable statesecurities statute or regulation, subject to the following limitations andqualifications.

 

Uponthe exercise of this Warrant following the date on which the RegistrationStatement is first declared effective, the Holders will be permitted (subjectin all cases to compliance with the prospectus delivery requirements of theAct) to offer and sell the Shares issued upon the exercise of this Warrantduring the Registration Effective Period in the manner described in theRegistration Statement, provided

 

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that theRegistration Statement remains effective and has not been suspended.

 

Notwithstandingany other provision of this Warrant, the Company shall have the right at anytime (but only five times during the term of this Agreement and no more thanthree times in any twelve-month period) to require that the Holder hereof suspendfurther open market offers and sales of the Shares issued upon exercise of thisWarrant whenever, and only if, in the reasonable good faith judgment of theCompany after receipt of advice from outside counsel there is or there isreasonably likely to be in existence material undisclosed information or eventswith respect to the Company (the **“Suspension Right”**).  In the event the Company exercises theSuspension Right, such suspension will continue only for the period of timereasonably necessary for disclosure to occur at a time that is not detrimentalto the Company or its stockholders or until such time as the information orevent is no longer material (but in no event more than 30 days), each asdetermined in good faith by the Company after receipt of advice from outsidecounsel.  The Company will promptly givethe Holders notice of any such suspension and will use all reasonable effortsto minimize the length of the suspension.

 

3.             Reservation and Listing of Shares.  The Company hereby agrees that at all timesthat this Warrant remains outstanding, there shall be reserved for issuanceand/or delivery upon exercise of this Warrant such number of Shares as shall berequired for issuance or delivery upon exercise of this Warrant.  Not later than 30 days after the datehereof, the Company shall list the Shares on the NASDAQ Stock Market.

 

4.             Limit on Fractional Shares. No fractional Sharesshall be issued in connection with any exercise hereof, but in lieu of suchfractional Shares, the Company shall make a cash payment therefor equal inamount to the product of the applicable fraction multiplied by the amount bywhich the Fair Market Value of a Share of Common Stock on the date of suchexercise exceeds the Exercise Price then in effect.  All computations in connection with the adjustment of theExercise Price shall be rounded to the fourth decimal place.

 

5.             Shares To Be Fully Paid.  All Shares will, upon issuance in accordancewith the terms of this Warrant, be validly issued, fully paid and non-assessableand free from all taxes, liens, claims and encumbrances.

 

6.             Exchange, Assignment or Loss of Warrant.  This Warrant is exchangeable, withoutexpense, at the option of the Holder, upon presentation and surrender hereof tothe Company for other Warrants of different denominations entitling the Holderthereof to purchase (under the same terms and conditions as provided by thisWarrant) in the aggregate the same number of Shares purchasable hereunder.  Subject to Section 11, any transfer orassignment shall be made by surrender of this Warrant to the Company with theAssignment Form annexed hereto as Exhibit B duly executed and with fundssufficient to pay any transfer tax; whereupon the Company shall, withoutcharge, execute and deliver a new Warrant in the name of the assignee named insuch instrument of assignment and this Warrant shall promptly be canceled.  The Holder hereof shall be entitled totransfer this Warrant without the consent of the Company.  This Warrant may be divided or combined withother Warrants that carry the same rights upon presentation hereof at theoffice of the Company or at the office of its stock transfer agent, if any,together with a written notice specifying the names and denominations in whichnew Warrants are to be issued and signed by the Holder hereof. The term“Warrant” as used herein includes any warrants issued in substitution for orreplacement of this Warrant, or into which this Warrant may be divided orexchanged.  Upon receipt by the Companyof evidence satisfactory to it of the loss, theft, destruction or mutilation ofthis Warrant and (in the case of loss, theft or destruction) of reasonablysatisfactory indemnification, and upon surrender and cancellation of thisWarrant, if mutilated, the Company will execute and deliver a new Warrant oflike tenor and date. Subject to such right of indemnification, any such newWarrant executed and delivered shall constitute an additional contractualobligation on the part

 

A-3

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of the Company, whether or not this Warrant so lost,stolen, destroyed, or mutilated shall be at any time enforceable by anyone.

 

7.             Rights of the Holder.  The Holder shall not, by virtue hereof, be entitled to any rightsof a shareholder in the Company, either at law or equity, and the rights of theHolder are limited to those expressed in the Warrant and are not enforceableagainst the Company except to the extent set forth herein.

 

8.             Adjustment Provisions.  The number and type of shares issuable upon exercise of thisWarrant shall be subject to adjustment from time to time as follows:

 

(a)            If the number of Shares of CommonStock outstanding is increased by a stock dividend payable in Shares of CommonStock or by a subdivision or split-up of Shares of Common Stock, then,following the record date for the determination of Holders of Common Stockentitled to receive such stock dividend, subdivision or split-up, the number ofShares of Common Stock for which this Warrant is exercisable and the ExercisePrice shall be appropriately adjusted so that the number of Shares of CommonStock issuable on exercise of this Warrant shall be increased, and the ExercisePrice shall be decreased, in proportion to such increase in outstanding Shares.

 

(b)           If the number of Shares of CommonStock outstanding is decreased by a combination of the outstanding Shares ofCommon Stock, then, following the record date for such combination, the numberof Shares of Common Stock for which this Warrant is exercisable and theExercise Price shall be appropriately adjusted so that the number of Shares ofCommon Stock issuable on exercise of this Warrant shall be decreased, and theExercise Price increased, in proportion to such decrease in outstanding Shares.

 

(c)            In the event of any capital reorganizationof the Company, any reclassification of the stock of the Company (other than achange in par value, or a change from no par value to par value, or a changefrom par value to no par value, or as a result of a stock dividend orsubdivision, split-up or combination of shares), any consolidation or merger ofthe Company, or any sale, lease, or conveyance to another person of theproperty of the Company pursuant to which the Company’s Common Stock isconverted into other securities, cash or assets, each Warrant shall, after suchreorganization, reclassification, consolidation, merger or conveyance, beexercisable into the kind and number of shares of stock or other securities orproperty of the Company or of the corporation resulting from such consolidationor surviving such merger to which the holder of the number of shares of CommonStock is deliverable (immediately prior to the time of such reorganization,reclassification, consolidation or merger) upon exercise of such Warrant wouldhave been entitled upon such reorganization, reclassification, consolidation,merger or conveyance.  The provisions ofthis clause shall similarly apply to successive reorganizations,reclassifications, consolidations, mergers or conveyances.

 

(d)           If at any time the Company shall takea record of the holders of its Shares of Common Stock for the purpose ofentitling them to receive any dividend or other distribution of:

 

(i)            cash(other than a cash dividend payable out of earnings or earned surplus legallyavailable for the payment of dividends under the laws of the jurisdiction ofincorporation of the Company),

 

(ii)           anyevidences of its indebtedness, any shares of stock of any class or any othersecurities or property of any nature whatsoever (other than cash, Common Stock 

 

A-4

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Equivalents orAdditional Shares of Common Stock), or

 

(iii)          anywarrants or other rights to subscribe for or purchase any evidences of itsindebtedness, any shares of stock of any class or any other securities orproperty of any nature whatsoever (other than cash, Common Stock Equivalents orAdditional Shares of Common Stock),

 

then(1) the number of shares of Common Stock for which this Warrant is exercisableshall be adjusted to equal the product of the number of shares of Common Stockfor which this Warrant is exercisable immediately prior to such adjustmentmultiplied by a fraction (A) the numerator of which shall be the per share FairMarket Value of Common Stock at the date of taking such record and (B) thedenominator of which shall be such per share Fair Market Value minus the amountallocable to one share of Common Stock of any such cash so distributable and ofthe fair value (as determined in good faith by the Board of Directors of theCompany and supported by an opinion from an investment banking firm ofrecognized national standing acceptable to the Holder) of any and all suchevidences of indebtedness, shares of stock, other securities or property orwarrants or other subscription or purchase rights so distributable, and (2) theExercise Price then in effect shall be adjusted to equal (A) the Exercise Pricethen in effect multiplied by the number of shares of Common Stock for whichthis Warrant is exercisable immediately prior to the adjustment divided by (B)the number of shares of Common Stock for which this Warrant is exercisableimmediately after such adjustment.  Areclassification of the Common Stock (other than a change in par value, or frompar value to no par value or from no par value to par value) into shares ofCommon Stock and shares of any other class of stock shall be deemed adistribution by the Company to the holders of its Common Stock of such sharesof such other class of stock within the meaning of this Section 8(d) and, ifthe outstanding shares of Common Stock shall be changed into a larger orsmaller number of shares of Common Stock as a part of such reclassification,such change shall be deemed a subdivision or combination, as the case may be,of the outstanding shares of Common Stock within the meaning of Section8(a).  **“Common Stock Equivalent”**means any Convertible Security or warrant, option or other right to subscribefor or purchase any Additional Shares of Common Stock or any ConvertibleSecurity.  **“Convertible Securities”**means evidences of indebtedness, shares of capital stock or other securitiesthat are or may be at any time convertible into or exchangeable for shares ofCommon Stock.  **“Additional Shares of Common Stock”**means all shares of Common Stock issued by the Company after the Original IssueDate (as first above written), and all shares of Other Common, if any, issuedby the Issuer after the Original Issue Date, except (i) the Shares; (ii) sharesof Common Stock to be issued to strategic partners and/or in connection with astrategic merger or acquisition; (iii) shares of Common Stock or the issuanceof options to purchase shares of Common Stock to employees, officers,directors, consultants and vendors in accordance with the Company’s equityincentive policies; and (iv) the issuance of securities pursuant to theconversion or exercise of convertible or exercisable securities issued oroutstanding prior to the date hereof.  **“OtherCommon”** means any other ownership interest of the Company of anyclass which shall be authorized at any time after the Original Issue Date(other than Common Stock) and which shall have the right to participate in thedistribution of earnings and assets of the Company without limitation as toamount.

 

(e)            Prior to any offer by the Companythat gives holders of the Company’s Common Stock the option to exchange ortender shares of Common Stock for any assets or securities of the Company or ofany other entity, the Company shall give the Holder the option to convert allor a portion of its right to purchase Shares hereunder into the amount of suchother assets or securities of the Company or of any other entity that theHolder would have been entitled to receive had it been the holder of record ofthe Shares receivable upon exercise of this Warrant on the date of

 

A-5

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anyrecord date of any such exchange or tender offer.  The Company shall provide the Holder twenty (20) days priorwritten notice of any such exchange or tender offer and the Holder’s right toexercise its right pursuant to the immediately foregoing sentence shallterminate after the expiration of such twenty (20) day period unless the Holderhas notified the Company in writing that it is exercising such rights.

 

(f)            The Company shall provide the Holderwith not less than twenty (20) days written notice prior to the applicablerecord date or effective date of the occurrence of any of the events describedin this Section 8, which notice shall set forth in detail all material factsand circumstances surrounding and relating to such event.  The Company shall also provide the Holderwith such notice if any event occurs of the type contemplated by the adjustmentprovisions of this Section 8 but not expressly provided for by such provisions,and the Company’s Board of Directors will make an appropriate adjustment in theExercise Price and the number of Shares of Common Stock acquirable uponexercise of this Warrant so that the rights of the Holder shall be neitherenhanced nor diminished by such event.

 

9.             Statement of Adjustment.  Whenever the Exercise Price shall beadjusted as provided in Section 8, the Company shall make available forinspection by the Holder, during regular business hours, at its principalexecutive offices or at such other place as may be designated by the Company, astatement, signed by its chief executive officer or president, showing indetail the facts requiring such adjustment and the Exercise Price that shall bein effect after such adjustment.  TheCompany shall also cause a copy of such statement to be sent by first-classcertified mail, return receipt requested and postage prepaid, to Holder at suchHolder’s address appearing on the Company’s records.

 

10.           Notices.  Unless otherwise provided herein, any notice,request, instruction or other document to be given hereunder by any party shallbe in writing and delivered in person or by courier or by facsimiletransmission (followed by mailing certified mail, postage prepaid, returnreceipt requested) or mailed by certified mail, postage prepaid, return receiptrequested, as follows: (a) to the Holder at the Holder’s address as it appearsin the records of the Company or at such other address as the Holder mayotherwise indicate in a written notice delivered to the Company; or (b) to theCompany, at its principal place of business, Attn: President, or at such otheraddress as the Company may otherwise indicate in a written notice delivered toHolder.  All such notices, requests,instructions, documents and other communications will: (i) if deliveredpersonally to the address as provided in this Section 10, be deemed given upondelivery; (ii) if delivered by facsimile transmission, be deemed givenupon receipt and (iii) if delivered by mail in the manner described above, bedeemed given 5 days after being placed in the mail.

 

11.           Transfer to Comply with theSecurities Act of 1933.  Until suchtime as the Registration Statement is declared effective, the Company may causethe following legend, or one similar thereto, to be set forth on eachcertificate representing the Shares or any other security issued or issuableupon exercise of this Warrant:

 

The securities represented by this certificate may not be offered forsale, sold or otherwise transferred in the absence of an effective registrationstatement under the Securities Act of 1933 (the “**Act**”), and under anyapplicable state securities law, an opinion of counsel satisfactory to theCompany that such registration is not, in the circumstances required, orevidence satisfactory to the Company that the Shares have been sold incompliance with Rule 144 promulgated under the Act.

 

Neither thisWarrant nor any Shares issued upon the exercise hereof shall be transferredother than pursuant to an effective registration statement under the Act or anexemption from the registration provisions thereof.  Notwithstanding the foregoing, following the date on which theShares have been

 

A-6

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registered under the Act or otherwise may besold by the holder pursuant to Rule 144(k) promulgated under the Act (or asuccessor rule), the Shares shall not bear any restrictive legend.

 

12.           Additional Right to Exercise.  The Holder shall have the right to requirethe Company to convert this Warrant (“**Conversion Right**”), at any time after it isexercisable, or the portion then exercisable, but prior to its expiration, intoShares as provided in this Section 12. Upon exercise of the Conversion Right, the Company shall deliver to theHolder (without payment by him of the Exercise Price) that number of Sharesequal to the quotient obtained by dividing (i) the value of this Warrant withrespect to the exercised Shares at the time of the exercise of the ConversionRight (determined by subtracting the aggregate Exercise Price for the exercisedShares immediately before the time of the closing of the Conversion Right fromthe aggregate Fair Market Value of the exercised Shares at such time) by (ii)the Fair Market Value of one Share immediately before the time of the closingof the Conversion Right.

 

(a)           The Conversion Rightmay be exercised by the Holder, at any time or from time to time, prior to itsexpiration, on any business day by delivering a written notice in the formattached hereto as Exhibit C (“**Conversion Notice**”) to the Company at theCompany’s offices exercising the Conversion Right and specifying (i) the totalnumber of Shares he desires to purchase pursuant to such conversion and (ii) adate not less than one and not more than 20 business days from the date of theConversion Notice for the closing of such purchase.

 

(b)           At the closing ofthe Conversion Right: (i) the Holder will surrender this Warrant; (ii) theCompany will deliver to the Holder a certificate or certificates for the numberof Shares issuable upon such conversion; and (iii) the Company will deliver tothe Holder a new Warrant representing the number of Shares, if any, withrespect to which this Warrant shall not have been exercised.

 

13.           Exemption from Registration forWarrant Exercise.  The Company andthe Holder acknowledge that the Company will be relying on an exemption fromthe registration requirements of the Act to deliver Shares to the Holder uponthe exercise of the Warrant.  The Holderagrees to provide the Company with such information and representations as maybe requested by the Company in order to establish a claim to an exemption fromthe registration requirements of the Act and any applicable state securitieslaws, including, a representation that the Holder is taking the Shares forinvestment, and not with a view to distribution.

 

14.           Governing Law; Jurisdiction.  This Warrant shall be governed by andconstrued in accordance with the laws of the State of Delaware.  Each of the Company and the Holderirrevocably consents to the nonexclusive jurisdiction of the United Statesfederal courts and state courts located in Wilmington, Delaware in any suit orproceeding based on or arising under this Warrant.  Each of the Company and the Holder irrevocably waives any objectionto the laying of venue and the defense of an inconvenient forum to themaintenance of such suit or proceeding in such courts.  Each of the Company and the Holder furtheragrees that service of process upon it mailed by certified or registered mailto the address set forth in Section 10 shall be deemed in every respecteffective service of process upon it in any such suit or proceeding.  Nothing herein shall affect the Holder’sright to serve process in any other manner permitted by law.  Each of the Company and the Holder agreesthat a final nonappealable judgment in any such suit or proceeding shall beconclusive and may be enforced in other jurisdictions by suit on such judgmentor in any other lawful manner.

 

15.           Successors and Assigns.  The rights evidenced hereby shall inure tothe benefit of and be binding upon the successors of the Company and thesuccessors and permitted assigns of the Holder

 

A-7

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hereof.  Theprovisions of this Warrant are intended to be for the benefit of all Holdersfrom time to time of this Warrant and shall be enforceable by any such Holder.

 

16.           Amendment.  This Warrant may not be modified or amendedor the provisions hereof waived except by the written consent of the Companyand the Holder.

 

17.           Other Actions.  The Company will not avoid or seek to avoidthe observance or performance of any of the terms to be observed or performedby it hereunder, but will at all times in good faith assist in the carrying outof all the provisions of this Warrant and in the taking of all such action asmay reasonably be requested by the Holder of this Warrant in order to protectthe economic benefit inuring to the Holder hereof and the exercise privilege ofthe Holder of this Warrant against dilution or other impairment, consistentwith the tenor and purpose of this Warrant.

 
|   | ANDREW CORPORATION |
|--------|--------------------|
|   |               |
|   | By:                |   /s/ Marty  R. Kittrell |   |
|   |               | Name:Marty R. Kittrel |
|   |               | Title: Chief Financial  Officer |

 

A-8

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**EXHIBIT A**

 

**PURCHASE FORM**

 

**Dated:             ,200    **

 

The undersigned hereby irrevocably elects to exercisethe Warrant to the extent of purchasing               shares of Common Stock of Andrew Corporation, and hereby makes payment of$               in payment of the actual Exercise Price thereof.

 

[   ]  The undersigned requests that the Companycause its transfer agent to electronically transmit the Common Stock beingacquired hereby to the account of the undersigned or its nominee (which is                       )with DTC through its Deposit Withdrawal Agent Commission System (“**DTC Transfer**”).

 

 

**INSTRUCTIONS FORREGISTRATION OF SHARES**

 
| Name:            |                                         |   |
|------------------|----------------------------------------------|--------|
|             | (Please typewrite or print in block letters) |   |
|             |
| Address:    |                                         |   |
|             |
| Signature:  |                                         |   |
|                  |                                              |        |  |  |  |

 

A-9

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**EXHIBIT B**

 

**ASSIGNMENT FORM**

 

**Dated:              ,200   **

 
| **FOR VALUE RECEIVED,** |   |   |
|-------------------------|--------|--------|

 

hereby sells, assigns andtransfers unto

 
| Name:  |                                         |   |
|--------|----------------------------------------------|--------|
|   | (Please typewrite or print in block letters) |   |

 
| Address: |   |   |
|----------|--------|--------|

 

the right to purchase Shares represented by thisWarrant to the extent of                 shares of Common Stock as to which such right is exercisable and does herebyirrevocably constitute and appoint **                        **,attorney, to transfer the same on the books of the Company with full power ofsubstitution in the premises.

 

 
|   | Signature: |   |
|--------|------------|--------|

 

A-10

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**EXHIBIT C**

 

**CASHLESSEXERCISE FORM**

 

I hereby exercise my Warrantgranted by **ANDREW CORPORATION** (the “**Company**”) by means of a cashless purchaseand seek to convert my Warrant into               of Common Stock of the Company pursuant to said Warrant.  I understand that this exercise is subjectto all the terms and provisions of my Warrant Agreement.

 

I request that the closing ofthis conversion take place on             (a date not less than one and not more than 20 business days from this date).

 

I hereby represent that the               shares of Common Stock, to be delivered to me pursuant to the above-mentionedexercise of said Warrant, are being acquired by me as an investment and notwith a view to distribute, or for sale in connection with the distribution of,any shares of Common Stock thereof.

 
| Dated:                  |
|-------------------------|
|                    |
|                    |   |
| Name (please  print)    |
|                    |
|                    |   |
| Signature               |
|                    |
|                    |   |
| Address                 |
|                    |
|                    |   |
| Social Security  Number |

 

Receipt is hereby acknowledgedof the delivery to me by **ANDREW CORPORATION**of certificates for            sharesof Common Stock of the Corporation purchased by me pursuant to the terms andconditions of my Warrant Agreement.

 

Date:
|   |   |
|--------|--------|

Signature

 

A-11

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**EXHIBIT BISSUED PATENTS**

 
| **PATENT NO.**   |   | **TITLE**                                                                           |   | **ISSUE DATE** |   | **COUNTRY** |
|------------------|--------|-------------------------------------------------------------------------------------|--------|----------------|--------|-------------|
|             |   |                                                                                |   |           |   |        |
| **6,184,829 B1** |   | Calibration  for Wireless Location System                                           |   | **02/06/01**   |   | US          |
|             |   |                                                                                |   |           |   |        |
| **6,266,013 B1** |   | Architecture  for a Signal Collection System of a Wireless Location System          |   | **07/24/01**   |   | US          |
|             |   |                                                                                |   |           |   |        |
| **6,091,362**    |   | Bandwidth  Synthesis for a Wireless Location System                                 |   | **07/18/00**   |   | US          |
|             |   |                                                                                |   |           |   |        |
| **6,172,644 B1** |   | Emergency  Location Method for a Wireless Location System                           |   | **01/09/01**   |   | US          |
|             |   |                                                                                |   |           |   |        |
| **6,097,336**    |   | Method for  Improving the Accuracy of a Wireless Location System                    |   | **08/01/00**   |   | US          |
|             |   |                                                                                |   |           |   |        |
| **6,115,599**    |   | Directed  Retry Method for Use in a Wireless Location System                        |   | **09/05/00**   |   | US          |
|             |   |                                                                                |   |           |   |        |
| **6,281,834 B1** |   | Calibration  for Wireless Location System                                           |   | **08/28/01**   |   | US          |
|             |   |                                                                                |   |           |   |        |
| **6,351,235 B1** |   | Method and  System for Synchronizing Receiver Systems of a Wireless Location System |   | **02/26/02**   |   | US          |
|             |   |                                                                                |   |           |   |        |
| **6,317,081 B1** |   | Internal  Calibration Method for Receiver System of a Wireless Location System      |   | **11/13/01**   |   | US          |
|             |   |                                                                                |   |           |   |        |
| **6,388,618 B1** |   | Signal  Collection System for a Wireless Location System                            |   | **05/14/02**   |   | US          |
|             |   |                                                                                |   |           |   |        |
| **6,317,604 B1** |   | Centralized  Database System for a Wireless Location System                         |   | **11/13/01**   |   | US          |
|             |   |                                                                                |   |           |   |        |
| **6,285,321 B1** |   | Station  Based Processing Method for a Wireless Location System                     |   | **09/04/01**   |   | US          |
|             |   |                                                                                |   |           |   |        |
| **6,400,320 B1** |   | Antenna  Selection Method for a Wireless Location System                            |   | **06/4/02**    |   | US          |
|             |   |                                                                                |   |           |   |        |
| **6,492,944 B1** |   | Internal  Calibration Method for Receiver System of a Wireless Location System      |   | **12/10/02**   |   | US          |

 

B-1

----

 
| **PATENT NO.**   |   | **TITLE**                                                                                                               |   | **ISSUE DATE** |   | **COUNTRY** |
|------------------|--------|-------------------------------------------------------------------------------------------------------------------------|--------|----------------|--------|-------------|
|             |   |                                                                                                                    |   |           |   |        |
| **4,728,959**    |   | Direction  Finding Localization System                                                                                  |   | **03/01/88**   |   | US          |
|             |   |                                                                                                                    |   |           |   |        |
| **6,127,975**    |   | Communications  Localization System                                                                                     |   | **10/03/00**   |   | US          |
|             |   |                                                                                                                    |   |           |   |        |
| **6,288,675 B1** |   | Single  Station Communications Localization System                                                                      |   | **09/11/01**   |   | US          |
|             |   |                                                                                                                    |   |           |   |        |
| **6,119,013**    |   | Enhanced  Time-Difference Localization System                                                                           |   | **09/12/00**   |   | US          |
|             |   |                                                                                                                    |   |           |   |        |
| **6,108,555**    |   | Enhanced  Time-Difference Localization System                                                                           |   | **08/22/00**   |   | US          |
|             |   |                                                                                                                    |   |           |   |        |
| **6,047,192**    |   | Robust,  Efficient, Localization System                                                                                 |   | **04/04/00**   |   | US          |
|             |   |                                                                                                                    |   |           |   |        |
| **6,546,256 B1** |   | Robust,  Efficient, Location-Related System                                                                             |   | **04/08/03**   |   | US          |
|             |   |                                                                                                                    |   |           |   |        |
| **6,101,178**    |   | Pseudolite-Augmented  GPS for Wireless Telephones                                                                       |   | **08/08/00**   |   | US          |
|             |   |                                                                                                                    |   |           |   |        |
| **6,288,676 B1** |   | Apparatus  and Method for Single Station Communications Localization                                                    |   | **09/11/01**   |   | US          |
|             |   |                                                                                                                    |   |           |   |        |
| **6,366,241 B1** |   | Enhanced  Determination of Position-Dependant Signal Characteristics of a Wireless  Transmitter                         |   | **04/02/02**   |   | US          |
|             |   |                                                                                                                    |   |           |   |        |
| **6,483,460 B2** |   | Baseline  Selection Method for Use in a Wireless Location System                                                        |   | **11/19/02**   |   | US          |
|             |   |                                                                                                                    |   |           |   |        |
| **6,563,460 B2** |   | Collision  Recovery in a Wireless Location System                                                                       |   | **05/13/03**   |   | US          |
|             |   |                                                                                                                    |   |           |   |        |
| **6,646,604 B2** |   | Automatic  Synchronous Tuning of Narrowband Receivers of a Wireless Location System for  Voice/Traffic Channel Tracking |   | **11/11/03**   |   | US          |
|             |   |                                                                                                                    |   |           |   |        |
| **6,603,428 B2** |   | Multiple  Pass Location Processing                                                                                      |   | **08/05/03**   |   | US          |
|             |   |                                                                                                                    |   |           |   |        |
| **6,661,379 B2** |   | Antenna  Selection Method for a Wireless Location System                                                                |   | **12/09/03**   |   | US          |
|             |   |                                                                                                                    |   |           |   |        |
| **6,334,059 B1** |   | Modified  transmission method for improving accuracy for e-911 calls                                                    |   | **12/25/01**   |   | US          |

 

B-2

----

 
| **PATENT NO.**   |   | **TITLE**                                                                                    |   | **ISSUE DATE** |   | **COUNTRY**    |
|------------------|--------|----------------------------------------------------------------------------------------------|--------|----------------|--------|----------------|
|             |   |                                                                                         |   |           |   |           |
| **6,463,290 B1** |   | Mobile-assisted  network based techniques for improving accuracy of wireless location system |   | **10/08/02**   |   | US             |
|             |   |                                                                                         |   |           |   |           |
| **6,519,465 B2** |   | Modified  transmission method for improving accuracy for E-911 calls                         |   | **02/11/03**   |   | US             |
|             |   |                                                                                         |   |           |   |           |
| **95196005.9**   |   | Communications  Location System                                                              |   | **02/26/03**   |   | China          |
|             |   |                                                                                         |   |           |   |           |
| **0789847**      |   | Communications  Location System                                                              |   | **03/05/03**   |   | France         |
|             |   |                                                                                         |   |           |   |           |
| **0789847**      |   | Communications  Location System                                                              |   | **03/05/03**   |   | Great  Britain |
|             |   |                                                                                         |   |           |   |           |
| **695298356-08** |   | Communications  Location System                                                              |   | **03/05/03**   |   | Germany        |
|             |   |                                                                                         |   |           |   |           |
| **0789847**      |   | Communications  Location System                                                              |   | **03/05/03**   |   | Italy          |
|             |   |                                                                                         |   |           |   |           |
| **505953**       |   | Communications  Localization System                                                          |   | **10/6/03**    |   | New Zealand    |
|             |   |                                                                                         |   |           |   |           |
| **0789847**      |   | Communications  Location System                                                              |   | **03/05/03**   |   | Sweden         |
|             |   |                                                                                         |   |           |   |           |
| **757840**       |   | Communications  Localization System                                                          |   | **12/20/02**   |   | Australia      |
|             |   |                                                                                         |   |           |   |           |
| **1048179**      |   | Communications  Localization System                                                          |   | **11/02/00**   |   | EP             |
|             |   |                                                                                         |   |           |   |           |
| **137291**       |   | Communications  Localization System                                                          |   | **01/16/98**   |   | Israel         |
|             |   |                                                                                         |   |           |   |           |
| **98/0330**      |   | Robust,  Efficient, Localization System                                                      |   | **11/25/98**   |   | South Africa   |
|             |   |                                                                                         |   |           |   |           |
| **139796**       |   | Robust,  Efficient, Localization System                                                      |   | **08/11/01**   |   | Taiwan         |
|             |   |                                                                                         |   |           |   |           |
| **2,363,293**    |   | Calibration  for Wireless Location System                                                    |   | **09/03/03**   |   | Great  Britain |
|             |   |                                                                                         |   |           |   |           |
| **GB 2362072**   |   | Bandwidth  Synthesis for Wireless Location System                                            |   | **03/12/03**   |   | Great  Britain |
|             |   |                                                                                         |   |           |   |           |
| **GB2362530**    |   | Method for  Improving the Accuracy of a Wireless Location System                             |   | **10/08/03**   |   | Great Britain  |
|             |   |                                                                                         |   |           |   |           |
| **GB2387084**    |   | Calibration  for Wireless Location System                                                    |   | **12/10/03**   |   | Great  Britain |
|             |   |                                                                                         |   |           |   |           |
| **98813131.5**   |   | Communications  Localization System                                                          |   | **1/2/04**     |   | China          |

 

B-3

----

 

**PENDINGAPPLICATIONS**

 

 
| **SERIAL NO.**  |   | **FILING  DATE** |   | **COUNTRY** |
|-----------------|--------|------------------|--------|-------------|
|            |   |             |   |        |
| 09/909,221      |   | 07/18/01         |   | US          |
| 09/908,998      |   | 07/18/01         |   | US          |
| 10/217,782      |   | 08/13/02         |   | US          |
| 10/154,176      |   | 05/21/02         |   | US          |
| 10/234,363      |   | 09/03/02         |   | US          |
| 10/347,471      |   | 01/17/03         |   | US          |
| 10/414,982      |   | 04/15/03         |   | US          |
| 10/748,367      |   | 12/30/03         |   | US          |
| N/A             |   | 1/29/04          |   | US          |
| 99/911490.3     |   | 03/22/99         |   | EP          |
| 2,204,125       |   | 11/03/95         |   | Canada      |
| 973201          |   | 11/03/95         |   | Mexico      |
| 8-515416        |   | 11/03/95         |   | Japan       |
| PI9714938.1     |   | 12/23/97         |   | Brazil      |
| 2,316,170       |   | 12/23/97         |   | Canada      |
| 97182490.8      |   | 12/23/97         |   | China       |
| 97952638.1      |   | 12/23/97         |   | EP          |
| 01100162.1      |   | 01/08/01         |   | Hong Kong   |
| 136934          |   | 12/23/97         |   | Israel      |
| 2000-590,453    |   | 12/23/97         |   | Japan       |
| 006301          |   | 12/23/97         |   | Mexico      |
| PI9814250-0     |   | 01/16/98         |   | Brazil      |
| 2,317,414       |   | 01/16/98         |   | Canada      |
| 01100163.0      |   | 01/08/01         |   | Hong Kong   |
| 2000-593,879    |   | 01/16/98         |   | Japan       |
| 006951          |   | 01/16/98         |   | Mexico      |
| PCT/US01/09078  |   | 03/22/01         |   | PCT         |
| PI 9917166.0    |   | 12/13/99         |   | Brazil      |
| 2,359,797       |   | 12/13/99         |   | Canada      |
| 99815519.5      |   | 12/13/99         |   | China       |
| 99967282.7      |   | 12/13/99         |   | EP          |
| 144134          |   | 12/13/99         |   | Israel      |
| 10-2001-7008675 |   | 12/13/99         |   | South Korea |

 

B-4

----

 
| **SERIAL NO.**  |   | **FILING  DATE** |   | **COUNTRY**   |
|-----------------|--------|------------------|--------|---------------|
|            |   |             |   |          |
| 2001-006908     |   | 12/13/99         |   | Mexico        |
| PI-9917164.3    |   | 12/13/99         |   | Brazil        |
| 2,360,130       |   | 12/13/99         |   | Canada        |
| 99815517.9      |   | 12/13/99         |   | China         |
| 99965230.8      |   | 12/13/99         |   | EP            |
| 144133          |   | 12/13/99         |   | Israel        |
| 10-2001-7008669 |   | 12/13/99         |   | South Korea   |
| 2001-006907     |   | 12/13/99         |   | Mexico        |
| PI 9917165-1    |   | 12/13/99         |   | Brazil        |
| 2,360,136       |   | 12/13/99         |   | Canada        |
| 99815520.9      |   | 12/13/99         |   | China         |
| 99965231.6      |   | 12/13/99         |   | EP            |
| 144132          |   | 12/13/99         |   | Israel        |
| 10-2001-7008666 |   | 12/13/99         |   | South Korea   |
| 2001-006906     |   | 12/13/99         |   | Mexico        |
| PCT/US02/00754  |   | 01/10/02         |   | PCT           |
| PCT/US02/22390  |   | 07/15/02         |   | PCT           |
| PI 0107538-1    |   | 03/22/01         |   | Brazil        |
| 2,403,039       |   | 03/22/01         |   | Canada        |
| 01 8 07674.2    |   | 03/22/01         |   | China         |
| 01918894.5      |   | 03/22/01         |   | EP            |
| 0222646.2       |   | 03/22/01         |   | Great Britain |
| 151754          |   | 03/22/01         |   | Israel        |
| 10-2002-7013100 |   | 03/22/01         |   | South Korea   |
| S/N 2002-009450 |   | 03/22/01         |   | Mexico        |
| PCT/US03/08896  |   | 03/21/03         |   | PCT           |
| PI0114518-5     |   | 06/27/01         |   | Brazil        |
| 2,423,913       |   | 06/27/01         |   | Canada        |
| 01816789.6      |   | 06/27/01         |   | China         |
| 01948807.1      |   | 06/27/01         |   | EP            |
| 0307730.2       |   | 06/27/01         |   | Great Britain |
| 154972          |   | 06/27/01         |   | Israel        |
| 2002-533578     |   | 06/27/01         |   | Japan         |
| 10-2003-7004794 |   | 06/27/01         |   | Korea         |
| 2003-002810     |   | 06/27/01         |   | Mexico        |
| PCT/US03/25168  |   | 08/11/03         |   | PCT           |
| N/A             |   | 01/10/02         |   | Brazil        |
| N/A             |   | 01/10/02         |   | Canada        |
| N/A             |   | 01/10/02         |   | China         |
| N/A             |   | 01/10/02         |   | EP            |
| N/A             |   | 01/10/02         |   | Great Britain |
| N/A             |   | 01/10/02         |   | Israel        |
| N/A             |   | 01/10/02         |   | Japan         |
| 10-2004-7000688 |   | 01/10/02         |   | South Korea   |
| N/A             |   | 01/10/02         |   | Mexico        |
| N/A             |   | 07/15/02         |   | Brazil        |
| N/A             |   | 07/15/02         |   | Canada        |
| N/A             |   | 07/15/02         |   | China         |
| N/A             |   | 07/15/02         |   | EP            |
| N/A             |   | 07/15/02         |   | Great Britain |

 

B-5

----

 
| **SERIAL NO.**  |   | **FILING  DATE** |   | **COUNTRY** |
|-----------------|--------|------------------|--------|-------------|
|            |   |             |   |        |
| N/A             |   | 07/15/02         |   | Israel      |
| N/A             |   | 07/15/02         |   | Japan       |
| 10-2004-7000689 |   | 07/15/02         |   | South Korea |
| N/A             |   | 07/15/02         |   | Mexico      |

 

B-6

----

 

**EXHIBIT****C**

 

**ISSUEDPATENTS**

 
| **PATENT NO.** |   | **TITLE**                                                 |   | **ISSUE DATE** |   | **COUNTRY** |
|----------------|--------|-----------------------------------------------------------|--------|----------------|--------|-------------|
| 4,888,593      |   | Time  Difference of Arrival Geolocation Method            |   | 12/19/89       |   | US          |
| 5,317,323      |   | Passive High  Accuracy Geolocation System and Method      |   | 05/31/94       |   | US          |
| 5,465,289      |   | Cellular  Based Traffic Sensor System                     |   | 11/07/95       |   | US          |
| 5,559,864      |   | Cellular  Based Traffic Sensor System                     |   | 09/24/96       |   | US          |
| 6,233,459      |   | System for  Providing Geolocation of a Mobile Transceiver |   | 05/15/01       |   | US          |
| 6,665,332      |   | CDMA  Geolocation System                                  |   | 12/16/03       |   | US          |

 

C-1

----

 

PENDING APPLICATIONS

 
| **SERIAL NO.** |   | **FILING  DATE** |   | **COUNTRY** |
|----------------|--------|------------------|--------|-------------|
| 10/230,333     |   | 08/29/02         |   | US          |
| 10/739,023     |   | 12/19/03         |   | US          |
| 10/004,449     |   | 12/06/01         |   | US          |
| 10/011,783     |   | 12/11/01         |   | US          |
| 09/971,680     |   | 10/09/01         |   | US          |
| 10/046,284     |   | 01/16/02         |   | US          |
| PCT/US03/26972 |   | 08/28/03         |   | PCT         |
| PCT/US03/34147 |   | 10/27/03         |   | PCT         |
| PCT/US03/32583 |   | 10/16/03         |   | PCT         |
| PCT/US03/17470 |   | 06/04/03         |   | PCT         |
| PCT/US03/32584 |   | 10/16/03         |   | PCT         |
| PCT/US03/32578 |   | 10/16/03         |   | PCT         |
| PCT/US03/32580 |   | 10/16/03         |   | PCT         |
| PCT/US03/32579 |   | 10/16/03         |   | PCT         |

 

----