exv10w40



 





EXHIBIT 10.40




PURCHASE AGREEMENT




          THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 19th
day of April, 2007 by
and among LCC International, Inc., a Delaware corporation (the “Company”), and the Investors set
forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).




Recitals




          A. The Company and the Investors are executing and delivering this Agreement in reliance upon
the exemption from securities registration afforded by the provisions of Regulation D (“Regulation
D”), as promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities
Act of 1933, as amended; and




          B. The Investors wish to purchase from the Company on a several and not joint basis, and the
Company wishes to sell and issue to the Investors, upon the terms and conditions stated in this
Agreement, the number of shares (the “Shares”) of the Company’s Class A Common Stock, par value
$0.01 per share, determined in accordance with the terms of this Agreement at a per share purchase
price equal to $3.35 (the “Per Share Purchase Price”); and




          C. Contemporaneous with the sale of the Common Stock, the parties hereto will execute and
deliver a Registration Rights Agreement, in the form attached hereto as Exhibit A (the
“Registration Rights Agreement”), pursuant to which the Company will agree to provide certain
registration rights under the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder, and applicable state securities laws with respect to the Securities.




          In consideration of the mutual promises made herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:




     1. Definitions. In addition to those terms defined above and elsewhere in this
Agreement, for the purposes of this Agreement, the following terms shall have the meanings set
forth below:



          “Affiliate” means, with respect to any Person, any other Person which directly or
indirectly through one or more intermediaries Controls, is controlled by, or is under common
control with, such Person.




          “Board” means the board of directors of the Company.




 









 








          “Business Day” means a day, other than a Saturday or Sunday, on which banks in New
York City are open for the general transaction of business.




          “Company’s Knowledge” means the actual knowledge of the executive officers (as defined
in Rule 405 under the 1933 Act) of the Company, after due inquiry.




          “Company Plan” means any “employee benefit plan” (within the meaning of Section 3(3)
of ERISA), stock purchase, stock option, severance, employment, change-in-control, fringe benefit,
bonus, incentive, deferred compensation and all other employee benefit plans, programs or policies,
whether or not subject to ERISA, under which any current or former director, officer, independent
contractor or employee of the Company or its Subsidiaries has any present or future right to
benefits and under which the Company or its Subsidiaries is obligated to contribute for such
current or former directors, officers, independent contracts or employees.




          “Confidential Information” means any non-public information, including but not limited
to ideas, formulae, compositions, processes, procedures and techniques, research and development
information, computer program code, performance specifications, support documentation, drawings,
specifications, designs, business and marketing plans, business methods, financial information and
customer and supplier lists and related information.




          “Control” (including the terms “controlling”, “controlled by” or “under common control
with”) means the possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of a Person, whether through the ownership of voting securities, by
contract or otherwise.




          “Effective Date” means the date on which the initial Registration Statement is
declared effective by the SEC.




          “Intellectual Property” means all of the following: (i) patents, patent applications,
patent disclosures, inventions, formulae, compositions, procedures, techniques, processes, designs,
technology and know-how, (whether or not patentable and whether or not reduced to practice); (ii)
trademarks, service marks, trade dress, trade names, corporate names, logos, slogans and Internet
domain names, together with all goodwill associated with each of the foregoing; (iii) copyrights
and copyrightable works; (iv) registrations, applications and renewals for any of the foregoing;
and (v) proprietary computer software (including but not limited to data, data bases and
documentation).




          “Material Adverse Effect” means a material adverse effect on (i) the assets,
liabilities, results of operations, condition (financial or otherwise), or business of the Company
and its Subsidiaries, taken as a whole, or (ii) the ability of the Company to perform its
obligations under the Transaction Documents.




          “Material Contract” means (A) any agreement which requires future expenditures by the
Company or any Subsidiary in excess of $1,000,000 or which might result in payments to the Company
or any Subsidiary in excess of $1,000,000, (B) any purchase or task order which

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might result in payments to the Company or any Subsidiary in excess of $1,000,000, (C) any
employment agreements between the Company or its Subsidiaries and members of executive management,
and (D) any agreement that is or would be required to be filed by the Company as an exhibit to the
SEC Reports pursuant to Item 601(b)(10) of Regulation S-K of the Commission.




          “Nasdaq” means The Nasdaq Stock Market, Inc.




          “Person” means an individual, corporation, partnership, limited liability company,
trust, business trust, association, joint stock company, joint venture, sole proprietorship,
unincorporated organization, governmental authority or any other form of entity not specifically
listed herein.




          “Purchase Price” means the aggregate purchase price for the Shares to be acquired by
the Investors in accordance with the terms hereof.




          “Registration Statement” has the meaning set forth in the Registration Rights
Agreement.




          “SEC Filings” has the meaning set forth in Section 4.6.




          “Securities” means the Shares.




          “Subsidiary” of any Person means another Person, an amount of the voting securities,
other voting ownership or voting partnership interests of which is sufficient to elect at least a
majority of its Board of Directors or other governing body, 50% or more of the equity interests of
which or general or managing partnership interest or similar position of which is owned directly or
indirectly by such first Person in such Person, except that with respect to the Company, Subsidiary
shall not include any Person which is not a significant subsidiary of the Company as defined in
Rule 1-02 of Regulation S-X under the Exchange Act.




          “Trading Day” means (a) any day on which the Common Stock is listed or quoted and
traded on the Nasdaq Global Market or any other principal stock exchange or market; or (b) if the
Common Stock is not listed or quoted and traded on the Nasdaq Global Market or any other principal
stock exchange or market, then any Business Day.




          “Transaction Documents” means this Agreement and the Registration Rights Agreement.




          “1933 Act” means the Securities Act of 1933, as amended, or any successor statute, and
the rules and regulations promulgated thereunder.




          “1934 Act” means the Securities Exchange Act of 1934, as amended, or any successor
statute, and the rules and regulations promulgated thereunder.




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     2. Purchase and Sale of the Shares. Subject to the terms and conditions of this
Agreement, on the Closing Date, each of the Investors shall severally, and not jointly, purchase,
and the Company shall sell and issue to the Investors, the Shares free and clear of all liens,
encumbrances and restrictions in the respective amounts set forth opposite the Investors’ names on
the signature pages attached hereto in exchange for the portion of the Purchase Price set forth
opposite the Investors’ names on the signature pages attached hereto, as specified in Section 3
below.



     3. Closing; Payment of Purchase Price. The closing (the “Closing”) of the purchase
and sale of the Shares shall take place on April 19, 2007 (the “Closing Date”) at such time as the
Company and the Investors shall mutually agree. Upon confirmation that the other conditions to
closing specified herein have been satisfied or duly waived, on the Closing Date or within three
(3) Trading Days thereof, each Investor shall cause a wire transfer in same day funds to be sent to
the account of the Company as instructed in writing by the Company, in an amount representing such
Investor’s pro rata portion of the Purchase Price as set forth on the signature pages to this
Agreement. The Closing of the purchase and sale of the Shares shall take place at the offices of
Hogan & Hartson L.L.P., 555 13th St. N.W., Washington, D.C. 20004, or at such other
location and on such other date as the Company and the Investors shall mutually agree,
and in the event that not all Investors fund on the same day, the Company may sell to the
Investors that have funded such Investors’ respective Shares, so the Closing may occur over the
three (3) Trading Day period as funds are received.



     4. Representations and Warranties of the Company. The Company hereby represents and
warrants to the Investors that, except as set forth in the schedules delivered herewith to the
extent referenced herein (collectively, the “Disclosure Schedules”):



          4.1 Organization, Good Standing and Qualification; Subsidiaries.




               (a) Except as set forth on Schedule 4.1(a), each of the Company and its
Subsidiaries
is a corporation duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or organization and has all requisite corporate power and
authority to carry on its business as now conducted and to own its properties. The Company and its
Subsidiaries are duly qualified to do business as a foreign corporation and is in good standing in
each jurisdiction in which the conduct of its business or its ownership or leasing of property
makes such qualification or leasing necessary unless the failure to so qualify has not had and
would not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect. The non-significant subsidiaries of the Company do not constitute in the aggregate a
material portion of the Company’s assets, liabilities or business.



               (b) Except as set forth on Schedule 4.1(b), Exhibit 21 to the Company’s Annual Report
on Form
10-K for the fiscal year ended December 31, 2005 accurately sets forth each significant subsidiary
(as defined in Rule 1-02 of Regulation S-X under the Exchange Act) of the Company, including its
name, place of incorporation or formation, and if not wholly-owned directly or indirectly by the
Company, the record ownership of all capital



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stock or other equity interests issued thereby. Except as set forth on Schedule 4.1(b), all shares
of capital stock or other equity interests of any Subsidiary directly or indirectly owned by the
Company have been duly authorized and validly issued and are fully paid, nonassessable and free of
pre-emptive rights and were issued in full compliance with applicable state and federal securities
law and any rights of third parties and are directly or indirectly owned by the Company free and
clear of any liens, encumbrance and restrictions. There are no outstanding warrants, options,
convertible securities or other rights (including preemptive rights and rights of first refusal),
agreements or arrangements of any character under which a Subsidiary is or may be obligated to
issue any equity securities of any kind. All of the Subsidiaries of the Company are consolidated
for accounting purposes. Except for the Subsidiaries and except as set forth on Schedule 4.1(b),
the Company does not own any capital stock, membership interests, security or other interest in any
other Person which would, if a subsidiary of the Company, constitute a significant subsidiary (as
defined in Rule 1-02 of Regulation S-X under the Exchange Act), and which represents more than 5%
of the issued and outstanding equity or ownership interests of such person, and neither the Company
nor any of its Subsidiaries has any written or oral understanding or agreement to make any
investment (in the form of a loan, capital contribution or otherwise) in, any other Person.




     4.2 Authorization. The Company has full power and authority and has taken all
requisite action on the part of the Company, its officers, directors and stockholders necessary for
(i) the due authorization, execution and delivery of the Transaction Documents, (ii) the
authorization of the performance of all obligations of the Company hereunder and under the other
Transaction Documents, and (iii) the authorization, issuance (or reservation for issuance) and
delivery of the Securities. Approval of the Company’s stockholders is not required under the rules
of the Nasdaq for the authorization, execution, delivery or performance of the Transaction
Documents (including the issuance of the Shares). This Agreement constitutes, and the other
Transaction Documents will constitute when executed and delivered, the legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with their terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability, relating to or affecting creditors’ rights generally.



     4.3 Capitalization. Schedule 4.3 sets forth (a) the authorized capital stock
of the Company on the date hereof; (b) the number of shares of capital stock issued and
outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock
plans (copies of which have been filed in SEC Filings); and (d) the number of shares of capital
stock issuable and reserved for issuance pursuant to securities (other than the Shares) exercisable
for, or convertible into or exchangeable for any shares of capital stock of the Company. All of
the issued and outstanding shares of the Company’s capital stock have been duly authorized and
validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in
full compliance with applicable state and federal securities law and any rights of third parties.
No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any
securities of the Company. Except as set forth on Schedule 4.3, there are no outstanding
warrants, options, convertible securities or other rights (including preemptive rights and rights
of first refusal), agreements or arrangements of any character under which the Company is or may



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be obligated to issue any equity securities of any kind, and except as contemplated by this
Agreement or in connection with incentive compensation arrangements entered into by the Company in
the ordinary course of its business, the Company is not currently in negotiations for the issuance
of any equity securities of any kind. Except as described on Schedule 4.3 and except for
the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, voting
trust, proxy, stockholder rights, option or right of first purchase agreements or other agreements
of any kind among the Company and any of the securityholders of the Company relating to the
securities of the Company held by them. Except as set forth on Schedule 4.3 and except as
provided in the Registration Rights Agreement, no Person has the right to require the Company to
register any securities of the Company under the 1933 Act, whether on a demand basis or in
connection with the registration of securities of the Company for its own account or for the
account of any other Person.



     The issuance and sale of the Securities hereunder will not obligate the Company to issue
shares of Common Stock or other securities to any other Person (other than the Investors) and will
not result in the adjustment of the exercise, conversion, exchange or reset price of any
outstanding security.



     The Company does not have outstanding stockholder purchase rights or “poison pill” or any
similar arrangement in effect giving any Person the right to purchase any equity interest in the
Company or its Subsidiaries upon the occurrence of certain events.



     4.4 Valid Issuance. The Shares have been duly and validly authorized and, when issued
and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and
shall be free and clear of all encumbrances and restrictions (other than those created by the
Investors), except for restrictions on transfer set forth in the Transaction Documents or imposed
by applicable securities laws.



     4.5 Consents. Except as set forth on Schedule 4.5, the execution, delivery
and performance by the Company of the Transaction Documents and the offer, issuance and sale of the
Securities require no consent of, action by or in respect of, or filing with, any Person,
governmental body, agency, official or stockholders of the Company other than filings that have
been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable
state and federal securities laws which the Company undertakes to file within the applicable time
periods. Subject to the accuracy of the representations and warranties of each Investor set forth
in Section 5 hereof, the Company has taken all action necessary to exempt (i) the issuance and sale
of the Securities, and (ii) the other transactions contemplated by the Transaction Documents from
the provisions of any stockholder rights plan or other “poison pill” arrangement, Section 203 of
the General Corporation Law of the State of Delaware, any anti-takeover, business combination or
control share law or statute binding on the Company or to which the Company or any of its assets
and properties may be subject and any provision of the Company’s Certificate of Incorporation or
Bylaws that is or would reasonably be expected to become applicable to the Investors as a result of
the transactions contemplated hereby, including without limitation, the issuance of the Securities
and the ownership, disposition or voting of the Securities by the



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Investors or the exercise of any right granted to the Investors pursuant to this Agreement or the
other Transaction Documents.



     4.6 Delivery of SEC Filings; Business. The Company has made available to the
Investors through the EDGAR system, true and complete copies of all reports, registration
statements and prospectuses filed by the Company under the 1933 Act and the 1934 Act since January
1, 2006 (collectively, the “SEC Filings”). Except as set forth on Schedule 4.6, the SEC
Filings are the only filings required of the Company pursuant to the 1933 Act and 1934 Act for such
period. The Company is engaged in all material respects only in the business described in the SEC
Filings and the SEC Filings contain a complete and accurate description in all material respects of
the business of the Company.



     4.7 Use of Proceeds. The net proceeds of the sale of the Shares hereunder shall be
used by the Company for the purposes set forth on Schedule 4.7.



     4.8 No Material Adverse Change. Since December 31, 2006, except as identified and
described in the SEC Filings filed prior to April 16, 2007 or as set forth on Schedule 4.8,
there has not been:



          (i) any change in the consolidated assets, liabilities, financial condition or operating
results of the Company or its Subsidiaries from that reflected in the unaudited balance sheet and
income statement for the year ended December 31, 2006 included as an exhibit to the Company’s
Current Report on Form 8-K filed on March 12, 2007 (the “Unaudited 2006 Financial Statements”),
except for changes in the ordinary course of business which have not had and would not reasonably
be expected to have a Material Adverse Effect, individually or in the aggregate;




          (ii) any declaration or payment of any dividend, or any authorization or payment of any
distribution, on any of the capital stock of the Company or its non-wholly-owned Subsidiaries, or
any redemption or repurchase of any securities of the Company or its non-wholly-owned Subsidiaries;




          (iii) any damage, destruction or loss, whether or not covered by insurance to any assets or
properties of the Company or its Subsidiaries, in each case in excess of $150,000 individually or
$500,000 in the aggregate;




          (iv) any waiver, not in the ordinary course of business, by the Company or its Subsidiaries of
a material right or of a material debt owed to it;




          (v) any satisfaction or discharge of any lien, claim or encumbrance by the Company or its
Subsidiaries, except in the ordinary course of business and which is not material to the assets,
properties, financial condition, operating results or business of the Company or its Subsidiaries
(as such business is presently conducted);




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          (vi) (A) any change or amendment to the Company’s Certificate of Incorporation or Bylaws, or
(B) any material change to any Material Contract, other than, in the case of clause (B) above, any
such change made in the ordinary course of business;




          (vii) any material labor difficulties with respect to employees of the Company or its
Subsidiaries;




          (viii) any material transaction entered into by the Company or its Subsidiaries other than in
the ordinary course of business;




          (ix) the loss of the services, termination or change of status of any key employee, or
material change in the composition or duties of the senior management of the Company;




          (x) the loss of any customer which has had or would reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect; or




          (xi) any other event or condition of any character that has had or would reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect.




     4.9 SEC Filings.



          (a) Except as set forth on Schedule 4.9(a), at the time of filing thereof, all
reports, registration statements and prospectuses filed by the Company under the 1933 Act and the
1934 Act from and after March 23, 2005 complied as to form in all material respects with the
requirements of the 1933 Act and 1934 Act and did not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements made therein, in
the light of the circumstances under which they were made, not misleading.




          (b) The Unaudited 2006 Financial Statements were prepared in accordance with generally
accepted accounting principles applied on a consistent basis (“GAAP”). The Unaudited 2006
Financial Statements present fairly, in all material respects, the financial position of the
Company and its consolidated Subsidiaries as of such date and their results of operations and cash
flows for the 12-month period then ended. The Unaudited 2006 Financial Statements were prepared
after completion of a substantial portion of the Company’s auditors’ review of the Company’s
financial statements for the fiscal year ended December 31, 2006, and except as set forth on
Schedule 4.9(b), the information contained in the audited financial statements for the
fiscal year ended December 31, 2006 when filed is not expected to differ materially from similar
information contained in the Unaudited 2006 Financial Statements.




     4.10 No Conflict, Breach, Violation or Default. The execution, delivery and
performance of the Transaction Documents by the Company and the issuance and sale of the Securities
will not conflict with or result in a material breach or material violation of any of the terms and
provisions of, or constitute a material default under (i) the Company’s Certificate of
Incorporation or the Company’s Bylaws, both as in effect on the date hereof (true and complete



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copies of which have been made available to the Investors through the EDGAR system), or (ii)(a) any
statute, rule, regulation or order of any governmental agency or body or any court, domestic or
foreign, having jurisdiction over the Company or its Subsidiaries or any of their assets or
properties, (b) any agreement or instrument to which the Company or its Subsidiaries is a party or
by which it is bound or to which any of its assets or properties is subject, or (iii) any Material
Contract, except, in the case of clause (ii) above, for any conflict, breach, violation or default
that has not had or would not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect.



     4.11 Tax Matters. The Company has prepared and filed all tax returns required to have
been filed by the Company or its Subsidiaries with all appropriate governmental agencies and paid
all taxes (including withholding) shown thereon or otherwise owed by it, except those that are
being contested in good faith by appropriate proceedings diligently conducted and for which
adequate reserves have been provided in accordance GAAP or where the failure to make such payment
or filing has not had or would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect. There is no proposed tax assessment against the Company that
would, if made, have, individually or in the aggregate, a Material Adverse Effect. The Company is
not a party to any tax sharing or indemnity agreement.



     4.12 Title to Properties. The Company and its Subsidiaries have good and marketable
title to all real properties necessary or used in the ordinary conduct of their business, except
for such defects in title as could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect; and the Company and its Subsidiaries hold any leased real or
personal property under valid and enforceable leases with no exceptions that would materially
interfere with the use made thereof by them. Except as set forth on Schedule
4.12, the property of the Company and its Subsidiaries are not subject to any liens or
encumbrances.



     4.13 Certificates, Authorities and Permits. The Company and each of its Subsidiaries
possess adequate certificates, authorities or permits issued by appropriate governmental agencies
or bodies necessary to conduct the business now operated by it, except where the failure to so
possess has not had or would not reasonably be expected to have a Material Adverse Effect,
individually or in the aggregate, and the Company and its Subsidiaries have not received any
written notice of proceedings relating to the revocation or modification of any such certificate,
authority or permit that, if determined adversely to the Company or its Subsidiaries, would
reasonably be expected to have a Material Adverse Effect, individually or in the aggregate.



     4.14 Labor Matters.



          (a) With respect to the Company’s and its Subsidiaries’ employees and business operations in
the United States:




               (i) The Company and its Subsidiaries are not a party to or bound by any collective bargaining
agreements or other agreements with labor organizations. The Company and its Subsidiaries have not
violated in any material respect any laws,



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regulations, orders or contract terms, affecting the collective bargaining rights of employees
or labor organizations.



               (ii) (A) There are no labor disputes existing, or to the Company’s Knowledge,
threatened,
involving strikes, slow-downs, work stoppages, job actions, disputes, lockouts or any other
disruptions of or by the Company’s or its Subsidiaries’ employees, (B) there are no unfair labor
practices or petitions for election pending or, to the Company’s Knowledge, threatened before the
National Labor Relations Board or any other federal, state or local labor commission relating to
the Company’s or its Subsidiaries’ employees, (C) no demand for recognition or certification
heretofore made by any labor organization or group of employees is pending with respect to the
Company or its Subsidiaries and (D) to the Company’s Knowledge, the Company and its Subsidiaries
enjoy good labor and employee relations with its employees.



               (iii) The Company and its Subsidiaries are in compliance in all material respects with all
applicable laws respecting employment (including laws relating to classification of employees and
independent contractors) and employment practices, terms and conditions of employment, employment
discrimination, equal employment opportunity, employees’ health, safety, and welfare, wages and
hours, and immigration and naturalization. There are no claims pending against the Company or its
Subsidiaries before the Equal Employment Opportunity Commission or any other administrative body or
in any court asserting any violation of Title VII of the Civil Rights Act of 1964, the Age
Discrimination Act of 1967, the Americans with Disabilities Act, 42 U.S.C. § 1981 or any other
federal, state or local Law, statute or ordinance barring discrimination in employment.



               (iv) To the Company’s Knowledge, each of the Company’s and its Subsidiaries’
employees is a
Person who is either a United States citizen, a permanent resident, or otherwise entitled to work
in the United States. To the Company’s Knowledge, neither the Company nor its Subsidiaries has no
liability for the improper classification by it of such employees as independent contractors or
leased employees prior to the Closing.



          (b) With respect to the employees and business operations of the foreign Subsidiaries of the
Company, except set forth on Schedule 4.14(b):




               (i) The Company and its Subsidiaries have not violated in any material respect any laws,
regulations, orders or contract terms, affecting the collective bargaining rights of employees or
labor organizations.



               (ii) (A) There are no labor disputes existing, or to the Company’s Knowledge,
threatened,
involving strikes, slow-downs, work stoppages, job actions, disputes, lockouts or any other
disruptions of or by the Company’s or its Subsidiaries’ employees, and (B) to the Company’s
Knowledge, the Company and its Subsidiaries enjoy good labor and employee relations with its
employees.



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               (iii) The Company and its Subsidiaries are in compliance in all material respects with all
applicable laws respecting employment, employment practices, terms and conditions of employment,
employment discrimination, equal opportunity employment, employees’ health, safety, and welfare,
wages and hours, and eligibility to work. There are no claims pending against the Company or its
Subsidiaries alleging non-compliance with such laws.



          (c) Except as disclosed in the SEC Filings or as set forth on Schedule 4.14, with
respect to officers of the Company, as defined in Rule 16a-1(f) under the 1934 Act, the Company and
its Subsidiaries are not a party to, or bound by, any employment or other contract or agreement
that contains any severance or termination pay liability or obligation, including, without
limitation, any “excess parachute payment,” as defined in Section 2806(b) of the Internal Revenue
Code.




          (d) With respect to each Company Plan, no liability has been incurred and there exists no
condition or circumstances in connection with which the Company or its Subsidiaries would
reasonably be expected to be subject to any liability that is reasonably likely, individually or in
the aggregate, to have a Material Adverse Effect, in each case under the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), the Internal Revenue Code of 1986, as amended, or any
other applicable law, rule or regulation. The Company and its Subsidiaries do not have any defined
benefit plans.




     4.15 Intellectual Property. The Company and its Subsidiaries own, or possess
the legal right to use all Intellectual Property reasonably necessary for the operation of their
respective businesses. All of the Intellectual Property owned by the Company or its Subsidiaries
that is reasonably necessary for the operation of their respective businesses is valid, enforceable
and has not been abandoned. Except for such claims and infringements that could not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect, no claim has been
asserted and is pending by any person challenging or questioning the use of any Intellectual
Property by the Company or its Subsidiaries or the validity or effectiveness of any Intellectual
Property rights; and to the Knowledge of the Company, the use of any Intellectual Property by the
Company or its Subsidiaries or the granting of a right or a license in respect of any Intellectual
Property from the Company or any Subsidiary does not infringe on the rights of any Person.



     4.16 Environmental Matters. Each of Company and its Subsidiaries (i) is not in
violation of any statute, rule, regulation, decision or order of any governmental agency or body or
any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic
substances or relating to the protection or restoration of the environment or human exposure to
hazardous or toxic substances (collectively, “Environmental Laws”), (ii) to the Company’s
Knowledge, does not own or operate any real property contaminated with any substance that is
subject to any Environmental Laws, (iii) is not liable for any off-site disposal or contamination
pursuant to any Environmental Laws, or (iv) is not subject to any claim relating to any
Environmental Laws, in each case which violation, contamination, liability or claim has had or
would reasonably be expected to have a Material Adverse Effect, individually or in the aggregate;
and there is no pending or, to the Company’s Knowledge, threatened investigation that might lead to
such a claim.



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     4.17 Litigation. There are no pending actions, suits or proceedings against or
affecting the Company, its Subsidiaries or any of their properties that have had or would
reasonably be expected to have a Material Adverse Effect, individually or in the aggregate; and to
the Company’s Knowledge, no such actions, suits or proceedings are threatened or contemplated.



     4.18 Financial Statements. Except as set forth on Schedule 4.18, the
financial statements included in each SEC Filing (the “Financial Statements”) present fairly, in
all material respects, the financial position of the Company and its Subsidiaries as of the dates
shown and their results of operations and cash flows for the periods shown, and such Financial
Statements have been prepared in conformity with GAAP (except as may be disclosed therein or in the
notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q under
the 1934 Act). Except as set forth on Schedule 4.18 or in the Unaudited 2006 Financial
Statements, neither the Company nor its Subsidiaries has incurred any liabilities, contingent or
otherwise, except those incurred in the ordinary course of business, consistent (as to amount and
nature) with past practices since the date of such financial statements, none of which,
individually or in the aggregate, have had or would reasonably be expected to have, individually or
in the aggregate, a Material Adverse Effect.



     4.19 Insurance Coverage. The Company maintains in full force and effect insurance
coverage, including directors’ and officers’ liability insurance, that is customary carried by
companies engaged in similar businesses and owning similar properties in localities where the
Company or its Subsidiaries operates, and the Company reasonably believes such insurance coverage
to be adequate against all liabilities, claims and risks against which it is customary for
comparably situated companies to insure.



     4.20 Nasdaq Continued Listing Requirements. Except as set forth on Schedule
4.20, (a) the Company is in compliance with applicable Nasdaq continued listing requirements;
(b) there are no proceedings pending or, to the Company’s Knowledge, threatened against the Company
relating to the continued listing of the Common Stock on Nasdaq and (c) the Company has not
received any notice of, nor to the Company’s Knowledge is there any basis for, the delisting of the
Common Stock from Nasdaq.



     4.21 No Directed Selling Efforts or General Solicitation. Neither the Company nor any
Person acting on its behalf has conducted any general solicitation or general advertising (as those
terms are used in Regulation D) in connection with the offer or sale of any of the Securities.



     4.22 No Integrated Offering. Neither the Company nor any of its Affiliates, nor any
Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any
Company security or solicited any offers to buy any security, under circumstances that (a) would
adversely affect reliance by the Company on Section 4(2) for the exemption from registration for
the transactions contemplated hereby; (b) would require registration of the Securities under the



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1933 Act or (c) would be integrated with the offer or sale of the Securities for purposes of
Nasdaq rules and regulations.




     4.23 Private Placement. The offer and sale of the Securities to the Investors as
contemplated hereby is exempt from the registration requirements of the 1933 Act.



     4.24 Questionable Payments. Neither the Company, its Subsidiaries nor, to the
Company’s Knowledge, any of its respective current or former stockholders, directors, officers,
employees, agents or other Persons acting on behalf of the Company or its Subsidiaries, has on
behalf of the Company, its Subsidiaries or in connection with their business: (a) used any
corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses
relating to political activity; (b) made any direct or indirect unlawful payments to any
governmental officials or employees from corporate funds; (c) established or maintained any
unlawful or unrecorded fund of corporate monies or other assets; (d) made any false or fictitious
entries on the books and records of the Company or its Subsidiaries; or (e) made any unlawful
bribe, rebate, payoff, influence payment, kickback or other unlawful payment of any nature.
Neither the Company, any Subsidiary nor, to the Company’ Knowledge, any employee of the Company or
any Subsidiary has violated the United States Foreign Corrupt Practices Act, as amended, in any
material respect.



     4.25 Transactions with Affiliates. Except as disclosed in the SEC Filings filed prior
to April 16, 2007 or as set forth on Schedule 4.25, none of the officers or directors of
the Company (or, to the Company’s Knowledge, 5% or more beneficial owner of the Company’s equity
securities that is not eligible to file a Form 13G under the 1934 Act to report such ownership) is
presently a party to any transaction with the Company (other than as holders of stock options
and/or warrants, and for services as officers and directors), including any contract, agreement or
other arrangement providing for the furnishing of services to or by, providing for rental of real
or personal property to or from, or otherwise requiring payments to or from any officer or director
or, to the Company’s Knowledge, any entity in which any officer or director has a substantial
interest or is an officer, director, trustee or partner or 5% or more beneficial owner of the
Company’s equity securities that is not eligible to file a Form 13G under the 1934 Act to report
such ownership.



     4.26 Internal Controls. Except as set forth on Schedule 4.26: (a) the Company and
its Subsidiaries are in material compliance with the provisions of the Sarbanes-Oxley Act of 2002
(including the rules and regulations promulgated thereunder) currently applicable to the Company
and/or its Subsidiaries; (b) the Company and its Subsidiaries maintain a system of internal
accounting controls sufficient to provide reasonable assurance that (i) transactions are executed
in accordance with management’s general or specific authorizations, (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with GAAP and to maintain
asset accountability, (iii) access to assets is permitted only in accordance with management’s
general or specific authorization, and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with respect to any
differences; (c) the Company and its Subsidiaries have established disclosure controls and
procedures (as defined in 1934 Act Rules 13a-15 and 15d-15) for the Company and



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its Subsidiaries and designed such disclosure controls and procedures to ensure that material
information relating to the Company and its Subsidiaries is made known to the certifying officers
by others within the Company, particularly during the period in which the Company’s most recently
filed period report under the 1934 Act, as the case may be, is being prepared; (d) the Company’s
certifying officers have evaluated the effectiveness of the Company’s controls and procedures as of
the end of the period covered by the most recently filed periodic report under the 1934 Act (such
date, the “Evaluation Date”); (e) the Company presented in its most recently filed periodic report
under the 1934 Act the conclusions of the certifying officers about the effectiveness of the
disclosure controls and procedures based on their evaluations as of the Evaluation Date; (f) since
the Evaluation Date, there have been no significant changes in the Company’s or its Subsidiaries’
internal controls (as such term is defined in Item 308 of Regulation S-K) or, to the Company’s
Knowledge, in other factors that could significantly affect the Company’s internal controls; and
(g) the Company and its Subsidiaries maintain and will continue to maintain a standard system of
accounting established and administered in accordance with GAAP and the applicable requirements of
the 1934 Act.



     4.27 Disclosures.



          (a) Neither the Company nor any Person acting on its behalf has provided the Investors or
their agents or counsel with any information that constitutes material, non-public information,
other than the following information, which could include material, non-public information: (1)
the existence of this Agreement and the other Transaction Documents and the transactions
contemplated hereby and thereby, (2) information contained in the draft Form 10-K for 2006,
regarding potential acquisitions or as otherwise specifically referred to in the disclosure
schedules as being made available to Investors, and (3) financial models and other information
requested by certain Investors, which has been provided only to those Investors requesting such
information.




          (b) No representation or warranty of the Company contained in this Section 4, as qualified by
the Disclosure Schedules, contains any untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements contained herein not misleading in light of
the circumstances under which they were made.




     4.28 Material Contracts. Except as set forth on Schedule 4.28, (a) assuming
the due execution and delivery by the other parties thereto, each of the Material Contracts is
legal, valid and binding, and in full force and effect, and enforceable in accordance with its
terms, subject to (i) laws of general application relating to bankruptcy, insolvency, and relief of
debtors and (ii) rules of law governing specific performance, injunctive relief, or other equitable
remedies; (b) there is no material breach, violation or default by the Company or any of the
Subsidiaries (or, to the Company’s knowledge, any other party) under any such Material Contract,
and no event (including, without limitation, the transactions contemplated by the Transaction
Documents) has occurred which, with notice or lapse of time or both, would (1) constitute a
material breach, violation or default by the Company or any Subsidiary (or, to the Company’s
knowledge, any other party) under any such Material Contract, or (2) give rise to any lien or
encumbrance or right of termination, modification, cancellation, prepayment, suspension,



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limitation, revocation or acceleration against the Company or any Subsidiary under any such
Material Contract; and (c) neither the Company nor any Subsidiary is and, to the Company’s
knowledge, no other party to any such Material Contract is in arrears in respect of the performance
or satisfaction of any material terms or conditions on its part to be performed or satisfied under
any of such Material Contract, and neither the Company nor any Subsidiary has and, to the Company’s
knowledge, no other party thereto has granted or been granted any material waiver or indulgence
under any of such Material Contract or repudiated any provision thereof.



          4.29 Compliance. Except as set forth on Schedule 4.29, neither the Company
nor any Subsidiary (a) is in default under or in violation of (and no event has occurred that has
not been waived that, with notice or lapse of time or both, would result in a default by the
Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim
that it is in default under or that it is in violation of, any indenture, loan or credit agreement
or any other agreement or instrument to which it is a party or by which it or any of its properties
is bound (whether or not such default or violation has been waived); (b) is in violation of any
order of any court, arbitrator or governmental body; or (c) is or has been in violation of any
statute, rule or regulation of any court or arbitrator or federal, state, local or foreign
governmental or regulatory authority, including without limitation all foreign, federal, state and
local laws relating to taxes, environmental protection, occupational health and safety, product
quality and safety and employment and labor matters; except in the case of (a), (b) and (c) as
could not, individually or in the aggregate, have, or could reasonably be expected to result in,
individually or in the aggregate, a Material Adverse Effect.




          4.30 Auditors. KPMG LLP (“KPMG”), who have audited the Financial Statements of the
Company and its Subsidiaries, are independent registered public accountants as required by the 1933
Act and by the rules of the Public Company Accounting Oversight Board. Since January 1, 2006,
there have been no disagreements between the Company and KMPG on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of KPMG, would have caused KPMG to make
reference thereto in their report on the Financial Statements for such year.




          4.31 Brokers and Finders. Except as set forth on Schedule 4.31, no Person
will have, as a result of the transactions contemplated by the Transaction Documents, any valid
right, interest or claim against or upon the Company or an Investor for any commission, fee or
other compensation pursuant to any agreement, arrangement or understanding entered into by or on
behalf of the Company.




     5. Representations and Warranties of the Investors. Each of the Investors hereby
severally, and not jointly, represents and warrants to the Company that:



          5.1 Organization and Existence. Such Investor (if an entity) is a validly existing
corporation, limited partnership or limited liability company and has all requisite


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corporate, partnership or limited liability company power and authority to invest in the Securities
pursuant to this Agreement.




     5.2 Authorization. The execution, delivery and performance by such Investor of the
Transaction Documents to which such Investor is a party have been duly authorized, and this
Agreement constitutes, and the other Transaction Documents will constitute when executed and
delivered, the valid and legally binding obligations of such Investor, enforceable against such
Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability, relating to or
affecting creditors’ rights generally.



     5.3 Purchase Entirely for Own Account. The Securities to be received by such Investor
hereunder will be acquired for such Investor’s own account, not as nominee or agent, and not with a
view to the resale or distribution of any part thereof in violation of the 1933 Act, and such
Investor has no present intention of selling, granting any participation in, or otherwise
distributing the same in violation of the 1933 Act without prejudice, however, to such Investor’s
right at all times to sell or otherwise dispose of all or any part of such Securities in compliance
with applicable federal and state securities laws. Nothing contained herein shall be deemed a
representation or warranty by such Investor to hold the Securities for any period of time. Such
Investor is not a broker-dealer registered with the SEC under the 1934 Act or an entity engaged in
a business that would require it to be so registered.



     5.4 Investment Experience. Such Investor acknowledges that it can bear the economic
risk and complete loss of its investment in the Securities and has such knowledge and experience in
financial or business matters that it is capable of evaluating the merits and risks of the
investment contemplated hereby.



     5.5 Disclosure of Information. Such Investor has had an opportunity to receive all
information related to the Company requested by it and to ask questions of and receive answers from
the Company regarding the Company, its business and the terms and conditions of the offering of the
Securities. Such Investor acknowledges receipt of copies of the SEC Filings. Neither such
inquiries nor any other due diligence investigation conducted by such Investor shall modify, amend
or affect such Investor’s right to rely on the Company’s representations and warranties contained
in this Agreement.



     5.6 Restricted Securities. Such Investor understands that the Securities are
characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they
are being acquired from the Company in a transaction not involving a public offering and that under
such laws and applicable regulations such securities may be resold without registration under the
1933 Act only in certain limited circumstances.



     5.7 Legends. It is understood that, except as provided below, certificates evidencing
the Securities may bear the following or any similar legend:



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          (a) “The securities represented hereby may not be transferred unless (i) such securities have
been registered for sale pursuant to the Securities Act of 1933, as amended, (ii) such securities
may be sold pursuant to Rule 144, or (iii) the Company has received an opinion of counsel
reasonably satisfactory to it that such transfer may lawfully be made without registration under
the Securities Act of 1933 or qualification under applicable state securities laws.”




          (b) If required by the authorities of any state in connection with the issuance of sale of the
Securities, the legend required by such state authority.




     5.8 Accredited Investor. Such Investor is an accredited investor as defined in Rule
501(a) of Regulation D, as amended, under the 1933 Act.



     5.9 No General Solicitation. Such Investor did not learn of the investment in the
Securities as a result of any public advertising or general solicitation.



     5.10 Investor’s Brokers and Finders. No Person will have, as a result of the
transactions contemplated by the Transaction Documents, any valid right, interest or claim against
or upon the Company or an Investor for any commission, fee or other compensation pursuant to any
agreement, arrangement or understanding entered into by or on behalf of such Investor.



     5.11 Prohibited Transactions. During the last thirty (30) days prior to the date
hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the
transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s
investments or trading or information concerning such Investor’s investments, including in respect
of the Securities, or (z) is subject to such Investor’s review or input concerning such Affiliate’s
investments or trading (collectively, “Trading Affiliates”, but excluding any broker-dealer
affiliated with an Investor other than with respect to transactions effected on behalf of such
Investor) has, directly or indirectly, effected or agreed to effect any short sale, whether or not
against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the
1934 Act) with respect to the Common Stock, borrowed or pre-borrowed any shares of Common Stock,
granted any other right (including, without limitation, any put or call option) with respect to the
Common Stock or with respect to any security that includes, relates to or derived any significant
part of its value from the Common Stock or otherwise sought to hedge its position in the Securities
(each, a “Prohibited Transaction”). Prior to the earlier to occur of (i) the termination of this
Agreement, or (ii) the Effective Date, such Investor shall not, and shall cause its Trading
Affiliates not to, (A) engage, directly or indirectly, in a Prohibited Transaction, or (B) effect
any sale, assignment, pledge, hypothecation, put, call, transfer or other disposition of any
Securities.



     5.12 Ownership. Such Investor, together with its Affiliates and any other party
acting in concert therewith, will not, following its investment in the Securities, beneficially own
more than 19.9% of the currently outstanding shares of Common Stock of the Company.



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          5.13 Independence. Each Investor acknowledges and agrees that it has acted
independently from all other Investors (other than those under common ownership and control) and
that each such Investor has conducted its own due diligence and reviewed (or had the opportunity to
review) the Transaction Documents with its own independent counsel. Each Investor has
independently determined the merits and risks associated with an investment on the basis set forth
in the Transaction Documents and without any agreements, understandings or arrangements other than
those expressly set forth in the Transaction Documents.




     6. Conditions to Closing.



          6.1 Conditions to the Investors’ Obligations. The obligation of each Investor to
purchase the Shares at the Closing is subject to the fulfillment to such Investor’s satisfaction,
on or prior to the Closing Date, of the following conditions, any of which may be waived by such
Investor (as to itself only):




               (a) The representations and warranties made by the Company in Section 4 hereof qualified
as to
materiality shall be true and correct at all times prior to and on the Closing Date with the same
force and effect as if they had been made on and as of said date, except to the extent any such
representation or warranty expressly speaks as of an earlier date, in which case such
representation or warranty shall be true and correct as of such earlier date, and, the
representations and warranties made by the Company in Section 4 hereof not qualified as to
materiality shall be true and correct in all respects as of the date hereof and true and correct in
all material respects at all times prior to and on the Closing Date with the same force and effect
as if they had been made on and as of said date, except to the extent any such representation or
warranty expressly speaks as of an earlier date, in which case such representation or warranty
shall be true and correct in all material respects as of such earlier date. The Company shall have
performed in all material respects all obligations and covenants herein required to be performed by
it on or prior to the Closing Date.



               (b) The Company shall have obtained any and all consents, permits, approvals, registrations
and waivers (including, without limitation, approval in accordance with applicable law and the
applicable requirements of any stock exchange or market on which the Common Stock is traded or
quoted) necessary for consummation of the purchase and sale of the Securities and the consummation
of the other transactions contemplated by the Transaction Documents, all of which shall be in full
force and effect; provided, however, that it shall not be a condition to each
Investor’s obligation to purchase the Shares at the Closing that the Company obtain the waiver of
any “piggyback” registration rights held by the Company’s securityholders under written agreements
entered into by the Company prior to the date hereof.



               (c) The Company shall have executed and delivered the Registration Rights Agreement.



               (d) The Company shall have taken all action necessary to effect the listing of the Shares on
the Nasdaq Global Market upon official notice of issuance.



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               (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge,
justice or magistrate, including any bankruptcy court or judge, or any order of or by any
governmental authority, shall have been issued, and no action or proceeding shall have been
instituted by any governmental authority, enjoining or preventing the consummation of the
transactions contemplated hereby or in the other Transaction Documents.



               (f) The Company shall have delivered a Certificate, executed on behalf of the Company by its
Chief Executive Officer, dated as of the Closing Date, certifying to the fulfillment of the
conditions specified in subsections (a), (b), (d), (e) (which subsection (e) shall be qualified to
the Company’s Knowledge) and (i) of this Section 6.1.



               (g) The Company shall have delivered a Certificate, executed on behalf of the Company by its
Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board approving
the transactions contemplated by this Agreement and the other Transaction Documents and the
issuance of the Securities, certifying the current versions of the Certificate of Incorporation and
Bylaws of the Company and certifying as to the signatures and authority of persons signing the
Transaction Documents and related documents on behalf of the Company.



               (h) The Investors shall have received an opinion from Hogan & Hartson L.L.P., the
Company’s
outside counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the
Investors and addressing such legal matters as set forth on Exhibit B attached hereto.



               (i) No stop order or suspension of trading shall have been imposed by Nasdaq, the SEC or any
other governmental or regulatory body with respect to public trading in the Common Stock.



          6.2 Conditions to Obligations of the Company. The Company’s obligation to sell and
issue the Shares at the Closing is subject to the fulfillment to the satisfaction of the Company on
or prior to the Closing Date of the following conditions, any of which may be waived by the
Company:




               (a) The representations and warranties made by the Investors in Section 5 hereof, other
than
the representations and warranties contained in Sections 5.3, 5.4, 5.5, 5.6, 5.7, 5.8, 5.9 and 5.12
(the “Investment Representations”), shall be true and correct in all material respects when made,
and shall be true and correct in all material respects as of the Closing Date with the same force
and effect as if they had been made on and as of said date. The Investment Representations shall
be true and correct in all respects when made, and shall be true and correct in all respects on the
Closing Date with the same force and effect as if they had been made on and as of said date. The
Investors shall have performed in all material respects all obligations and covenants herein
required to be performed by them on or prior to the Closing Date.



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          (b) The Investors shall have executed and delivered the Registration Rights Agreement.




          (c) The Investors shall have delivered the Purchase Price to the Company in the manner
contemplated by Section 3.




          (d) The Company shall have obtained any and all consents, permits, approvals, registrations
and waivers (including, without limitation, approval in accordance with applicable law and the
applicable requirements of any stock exchange or market on which the Common Stock is traded or
quoted) necessary or appropriate for consummation of the purchase and sale of the Securities and
the consummation of the other transactions contemplated by the Transaction Documents, all of which
shall be in full force and effect; provided, however, that it shall not be a
condition to the Company’s obligation to sell and issue the Shares that the Company obtain the
waiver of any “piggyback” registration rights held by the Company’s securityholders under written
agreements entered into by the Company prior to the date hereof.




          (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge,
justice or magistrate, including any bankruptcy court or judge, or any order of or by any
governmental authority, shall have been issued, and no action or proceeding shall have been
instituted by any governmental authority, enjoining or preventing the consummation of the
transactions contemplated hereby or in the other Transaction Documents.




     6.3 Termination of Obligations to Effect Closing; Effects.



          (a) The obligations of the Company, on the one hand, and the Investors, on the other hand, to
effect the Closing may be terminated as follows:




               (i) Upon the mutual written consent of the Company and the Investors;



               (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become
incapable of fulfillment, and shall not have been waived by the Company;



               (iii) By an Investor (with respect to itself only) if any of the conditions set forth in
Section 6.1 shall have become incapable of fulfillment, and shall not have been waived by the
Investor; or



               (iv) By either the Company or any Investor (with respect to itself only) if the Closing has
not occurred on or prior to the date that is three Trading Days after the date hereof; provided,
however, that, except in the case of clause (i) above, the party seeking to terminate its
obligation to effect the Closing shall not then be in breach of any of its representations,
warranties, covenants or agreements contained in this Agreement or the other Transaction Documents
if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate
its obligation to effect the Closing.



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               (b) In the event of termination by any Investor of its obligations to effect the Closing
pursuant to this Section 6.3 (such Investor, a “Terminating Investor”), written notice thereof
shall forthwith be given to the other Investors, and each other Investor shall have the right (but
not the obligation) to purchase at a price per Share equal to the Per Share Purchase Price a pro
rata portion of the Terminating Investor’s allocated portion of the total number of Shares to be
acquired by all Investors under this Agreement (or such greater portion of the Terminated
Investor’s allocated portion of the Shares as otherwise agreed to among each of the other Investors
electing to purchase a portion of the Terminated Investor’s allocated portion of the Shares).
Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach
by such party of the terms and provisions of this Agreement or the other Transaction Documents or
to impair the right of any party to compel specific performance by any other party of its
obligations under this Agreement or the other Transaction Documents.



     7. Covenants and Agreements of the Company and the Investors.



          7.1 Authorized Common Stock. The Company has a sufficient number of authorized and
unissued shares of Common Stock (after taking into account shares reserved for issuance under stock
plans and for other purposes) to permit the issuance of the Shares hereunder.




          7.2 No Conflicting Agreements. The Company will not take any action, enter into any
agreement or make any commitment that would conflict or interfere in any material respect with the
Company’s obligations to the Investors under the Transaction Documents.




          7.3 Compliance with Laws. The Company will comply in all material respects with all
applicable laws, rules, regulations, orders and decrees of all governmental authorities.




          7.4 Listing of Underlying Shares and Related Matters. The Company has taken all
necessary action to cause the Shares to be listed on the Nasdaq Global Market no later than the
Closing Date. Further, if the Company applies to have its Common Stock or other securities traded
on any other principal stock exchange or market, it shall include in such application the Shares
and will take such other action as is necessary to cause such Common Stock to be so listed. The
Company will use commercially reasonable efforts to continue the listing and trading of its Common
Stock on Nasdaq and, in accordance, therewith, will use commercially reasonable efforts to comply
in all respects with the Company’s reporting, filing and other obligations under the bylaws or
rules of such market or exchange, as applicable.




          7.5 Termination of Covenants. The provisions of Sections 7.2 through 7.4 and 7.8
shall terminate and be of no further force and effect on the date on which the Company’s
obligations under the Registration Rights Agreement to register or maintain the effectiveness of
any registration covering the Registrable Securities (as such term is defined in the Registration
Rights Agreement) shall terminate.




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          7.6 Removal of Legends. Upon the earlier of (i) the sale of any Shares under a
registration statement, (ii) Rule 144(k) becoming available with respect to the Shares, (iii) any
sale pursuant to Rule 144 (assuming the transferor is not an Affiliate of the Company) or (iv) such
time as a legend is no longer required under applicable requirements of the 1933 Act (including
controlling judicial interpretations and pronouncements issued by the SEC), the Company shall (A)
deliver to the transfer agent for the Common Stock (the “Transfer Agent”) irrevocable instructions
that the Transfer Agent shall reissue a certificate representing shares of Common Stock without
legends upon receipt by such Transfer Agent of the legended certificates for such shares, together
with either (1) a customary representation by the Investor that all conditions permitting the
removal of the legends have been met, including that Rule 144(k) applies to the shares of Common
Stock represented thereby or that the shares have been sold pursuant to Rule 144 or (2) in
connection with any sale of Common Stock by any Investor pursuant to the registration contemplated
by the Registration Rights Agreement, a statement by such Investor that it has sold the shares of
Common Stock represented thereby in accordance with the Plan of Distribution contained in the
Registration Statement, and (B) cause its counsel to deliver to the Transfer Agent one or more
blanket opinions to the effect that the removal of such legends in such circumstances may be
effected under the 1933 Act. From and after the earlier of such dates, upon an Investor’s written
request, the Company shall promptly cause certificates evidencing the Investor’s Securities to be
replaced with certificates which do not bear such restrictive legends. When the Company is
required to cause an unlegended certificate to replace a previously issued legended certificate,
if: (1) the unlegended certificate is not delivered to an Investor within three (3) Business Days
of submission by that Purchaser of a legended certificate and supporting documentation to the
Transfer Agent as provided above and (2) prior to the time such unlegended certificate is received
by the Investor, the Investor, or any third party on behalf of such Investor or for the Investor’s
account, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by the Investor of shares represented by such certificate (a “Buy-In”),
then the Company shall pay in cash to the Investor (for costs incurred either directly by such
Purchaser or on behalf of a third party) the amount by which the total purchase price paid for
Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the
proceeds received by such Investor as a result of the sale to which such Buy-In relates. The
Investor shall provide the Company written notice indicating the amounts payable to the Investor in
respect of the Buy-In.




          7.7 Subsequent Placements. From the date hereof until the Effective Date, the Company
will not, directly or indirectly, effect any transaction or series of transactions in which the
Company or any Subsidiary sells or otherwise disposes of (or announces any sale or other
disposition of) $5 million or more of its or any Subsidiary’s equity or equity equivalent
securities for cash. The restrictions contained in this Section 7.7 shall not apply to (a)
securities issued pursuant to acquisitions, strategic transactions (as reasonably determined by the
Board of Directors of the Company in which the Company receives benefits in addition to the
investment of funds and where the Company is not issuing securities primarily for the purpose of
raising capital or to an entity whose primary business is investing in securities) or a bona fide
public offering; or (b) the issuance of Common Stock or rights or options to purchase Common Stock
to vendors or similar Persons, other than Affiliates of the Company, providing goods or services to
the Company or in connection with any issuance of shares or grant of other equity awards to


-22-









 







employees, officers, directors or consultants of the Company pursuant to a stock plan or other
employee benefit plan.




          7.8 Furnishing of Information. The Company will use all reasonable efforts to file its
Form 10-K for the year ended December 31, 2006 no later than April 30, 2007 and will conduct
discussions with Nasdaq so that no adverse consequences with respect to the Company’s Nasdaq
listing status result from the failure to timely file the Form 10-K. The Company presently does
not expect to be late in filing any other reports with the SEC and is not aware of any facts that
would be reasonably expected to result in the Company’s failure to timely file such reports with
the SEC.




          7.9 Delivery of Shares.




               (a) Within three (3) Trading Days after the Closing Date, certificates evidencing the
Shares
shall be delivered by the Company to the Investors. The Company shall, upon request of the
Investor, use its reasonable best efforts to deliver the Shares hereunder electronically through
the Depository Trust Corporation or another established clearing corporation performing similar
functions.



               (b) Issuance and delivery of certificates for shares of Common Stock shall be made without
charge to the Investor for any issue or transfer tax, withholding tax, transfer agent fee or other
incidental tax or expense in respect of the issuance of such certificates, other than any tax which
may be payable in respect of any transfer involved in the registration of any certificates for
Shares in a name other than that of the Investor or an Affiliate thereof.



     8. Survival and Indemnification.



          8.1 Survival. The representations, warranties, covenants and agreements contained in
this Agreement shall survive the Closing of the transactions contemplated by this Agreement;
provided, however, that any claim for Losses as a result of a breach of a representation or
warranty (other than with respect Section 4.2 and 4.4) contained herein must be must be made, if at
all, within twelve (12) months of the Closing; provided that any claims for Losses s a result of a
breach of Section 4.2, Section 4.4 or any covenant or agreement may be made at any time after the
Closing.




          8.2 Indemnification. The Company agrees to indemnify and hold harmless each Investor
and its Affiliates and their respective directors, officers, employees, attorneys and agents from
and against, without duplication, (a) any and all losses, claims, damages, liabilities and expenses
(including without limitation reasonable attorneys fees and disbursements and other expenses
incurred in connection with investigating, preparing or defending any action, claim or proceeding,
pending or threatened and the costs of enforcement thereof) (collectively, “Losses”) to which such
Person may become subject as a result of any breach of representation, warranty, covenant or
agreement made by or to be performed on the part of the Company under the Transaction Documents
(including in a Certificate).




-23-









 








          8.3 Conduct of Indemnification Proceedings. Promptly after receipt by any Person
(the "Indemnified Person”) of notice of any demand, claim or circumstances which would or might
give rise to a claim or the commencement of any action, proceeding or investigation in respect of
which indemnity may be sought pursuant to Section 8.2, such Indemnified Person shall promptly
notify the Company in writing and the Company shall assume the defense thereof, including the
employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the
payment of all fees and expenses; provided, however, that the failure of any
Indemnified Person so to notify the Company shall not relieve the Company of its obligations
hereunder except to the extent that the Company is materially prejudiced by such failure to notify.
In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but
the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless:
(i) the Company and the Indemnified Person shall have mutually agreed to the retention of such
counsel; (ii) in the reasonable judgment of counsel to such Indemnified Person representation of
both parties by the same counsel would be inappropriate due to actual or potential differing
interests between them; or (iii) if the Company does not assume defense thereof with reasonably
satisfactory counsel within a reasonable period of time. The Company shall not be liable for any
settlement of any proceeding effected without its written consent, which consent shall not be
unreasonably withheld, but if settled with such consent, or if there be a final judgment for the
plaintiff, the Company shall indemnify and hold harmless such Indemnified Person from and against
any loss or liability (to the extent stated above) by reason of such settlement or judgment.
Without the prior written consent of the Indemnified Person, the Company shall not effect any
settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or
could have been a party and indemnity could have been sought hereunder by such Indemnified Party,
unless such settlement includes an unconditional release of such Indemnified Person from all
liability arising out of such proceeding and does not impose any injunction or similar restriction
on such Indemnified Person.




     9. Miscellaneous.



          9.1 Successors and Assigns. This Agreement may not be assigned by a party hereto
without the prior written consent of the Company or the Investors, as applicable, provided,
however, that an Investor may assign its rights and delegate its duties hereunder in whole or in
part to an Affiliate or to a third party acquiring some or all of its Securities in a private
transaction without the prior written consent of the Company or the other Investors, after notice
duly given by such Investor to the Company provided, that no such assignment or obligation shall
affect the obligations of such Investor hereunder. The provisions of this Agreement shall inure to
the benefit of and be binding upon the respective permitted successors and assigns of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any party other than the
parties hereto or their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided in this Agreement
(including in Section 9.6).




-24-









 








          9.2 Counterparts; Faxes. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument. This Agreement may also be executed via facsimile, which shall be deemed an
original.




          9.3 Titles and Subtitles. The titles and subtitles used in this Agreement are used
for convenience only and are not to be considered in construing or interpreting this Agreement.




          9.4 Notices. Unless otherwise provided, any notice required or permitted under this
Agreement shall be given in writing and shall be deemed effectively given as hereinafter described
(i) if given by personal delivery, then such notice shall be deemed given upon such delivery, (ii)
if given by telex or telecopier, then such notice shall be deemed given upon receipt of
confirmation of complete transmittal, (iii) if given by mail, then such notice shall be deemed
given upon the earlier of (A) receipt of such notice by the recipient or (B) seven days after such
notice is deposited in first class mail, postage prepaid, and (iv) if given by an internationally
recognized overnight air courier, then such notice shall be deemed given one Business Day after
delivery to such carrier. All notices shall be addressed to the party to be notified at the
address as follows, or at such other address as such party may designate by ten days’ advance
written notice to the other party:



If to the Company:



LCC International, Inc.

7925 Jones Branch Drive.

Mclean, Virginia 22101

Attention: General Counsel

Telephone: (703) 873-2000



With a copy to:



Hogan & Hartson L.L.P.

555 13th St. N.W.

Washington, D.C. 20004

Attention: Lorraine Sostowski, Esq.

Telephone: (202) 637-6681



If to any Investor:



to such Investor’s address(es) set forth on the signature pages hereto.




          9.5 Expenses. Except as set forth in this Agreement, the parties hereto shall pay
their own costs and expenses in connection herewith. In the event that legal proceedings are
commenced by any party to this Agreement against another party to this Agreement in


-25-









 







connection with this Agreement or the other Transaction Documents, the party or parties which do
not prevail in such proceedings shall severally, but not jointly, pay their pro rata share of the
reasonable attorneys’ fees and other reasonable and documented out-of-pocket costs and expenses
incurred by the prevailing party in such proceedings.




          9.6 Amendments and Waivers. Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written consent of the Company
and the Investors. Any amendment or waiver effected in accordance with this paragraph shall be
binding upon each holder of any Securities purchased under this Agreement at the time outstanding,
each future holder of all such Securities, and the Company.




          9.7 Publicity. Except as set forth below, no public release or announcement
concerning the transactions contemplated hereby shall be issued by the Company or the Investors
without the prior consent of the Company (in the case of a release or announcement by the
Investors) or the Investors (in the case of a release or announcement by the Company) (which
consents shall not be unreasonably withheld), except as such release or announcement may be
required by law or the applicable rules or regulations of any securities exchange or securities
market, in which case the Company or the Investors, as the case may be, shall allow the Investors
or the Company, as applicable, to the extent reasonably practicable in the circumstances,
reasonable time to comment on such release or announcement in advance of such issuance. On the
trading day immediately following the date hereof, the Company shall issue a press release
disclosing the execution and delivery of this Agreement. No later than the fourth Business Day
following the date hereof, the Company will file a Current Report on Form 8-K disclosing such
matters relating to the transactions contemplated hereby as are required to be disclosed by such
date. On the trading day immediately following the Closing Date, the Company shall issue a press
release disclosing the consummation of the transactions contemplated by this Agreement. In
addition, the Company will make such other filings and notices in the manner and time required by
the SEC or Nasdaq. Notwithstanding the foregoing, the Company shall not publicly disclose the name
of any Investor, or include the name of any Investor in any filing with the SEC (other than such
Forms 8-K, the Registration Statement and any exhibits to filings made in respect of this
transaction in accordance with periodic filing requirements under the 1934 Act) or any regulatory
agency or Nasdaq, without the prior written consent of such Investor, except to the extent such
disclosure is required by law or trading market regulations.




          9.8 Severability. Any provision of this Agreement that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof but shall be
interpreted as if it were written so as to be enforceable to the maximum extent permitted by
applicable law, and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. To the extent
permitted by applicable law, the parties hereby waive any provision of law which renders any
provision hereof prohibited or unenforceable in any respect.




-26-









 








          9.9 Entire Agreement. This Agreement, including the Exhibits and the Disclosure
Schedules, and the other Transaction Documents constitute the entire agreement among the parties
hereof with respect to the subject matter hereof and thereof and supersede all prior agreements and
understandings, both oral and written, between the parties with respect to the subject matter
hereof and thereof.




          9.10 Further Assurances. The parties shall execute and deliver all such further
instruments and documents and take all such other actions as may reasonably be required to carry
out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein
contained.




          9.11 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement
shall be governed by, and construed in accordance with, the internal laws of the State of New York
without regard to the choice of law principles thereof, provided, however, that
corporate matters, including those relating to the issuance of the Shares, shall be governed by the
Delaware General Corporation Law. Each of the parties hereto irrevocably submits to the exclusive
jurisdiction of the courts of the State of New York located in New York County and the United
States District Court for the Southern District of New York for the purpose of any suit, action,
proceeding or judgment relating to or arising out of this Agreement and the transactions
contemplated hereby. Service of process in connection with any such suit, action or proceeding may
be served on each party hereto anywhere in the world by the same methods as are specified for the
giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the
jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in
such court. Each party hereto irrevocably waives any objection to the laying of venue of any such
suit, action or proceeding brought in such courts and irrevocably waives any claim that any such
suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH
RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS
WAIVER.




          9.12 Independent Nature of Investors’ Obligations and Rights. The obligations of each
Investor under any Transaction Document are several and not joint with the obligations of any other
Investor, and no Investor shall be responsible in any way for the performance of the obligations of
any other Investor under any Transaction Document. The decision of each Investor to purchase
Securities pursuant to the Transaction Documents has been made by such Investor independently of
any other Investor. Nothing contained herein or in any Transaction Document, and no action taken
by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an
association, a joint venture or any other kind of entity, or create a presumption that the
Investors are in any way acting in concert or as a group with respect to such obligations or the
transactions contemplated by the Transaction Documents. Each Investor acknowledges that no other
Investor has acted as agent for such Investor in connection with making its investment hereunder
and that no Investor will be acting as agent of such Investor in connection with monitoring its
investment in the Securities or enforcing its rights under the Transaction Documents. Each
Investor shall be entitled to independently protect and enforce its


-27-









 







rights, including, without limitation, the rights arising out of this Agreement or out of the other
Transaction Documents, and it shall not be necessary for any other Investor to be joined as an
additional party in any proceeding for such purpose. The Company acknowledges that each of the
Investors has been provided with the same Transaction Documents for the purpose of closing a
transaction with multiple Investors and not because it was required or requested to do so by any
Investor.




[Signature pages follow]




-28-









 





               IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly
authorized officers to execute this Agreement as of the date first above written.



	 	 	 	 	 	 	 
	The Company	 	LCC INTERNATIONAL, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Louis Salamone Jr.	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Louis Salamone Jr.	 	 
	 	 	Title: Executive Vice President & CFO	 	 






Signature Page to Purchase Agreement




	 	 	 	 	 	 	 
	Investor:	 	GPC LXII, LLC	 	 
	 	 	By: Riley Investment
Management LLC, as attorney in fact	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John Ahn	 	 
	 

	 	 	 	 	 	 
	 	 	Name: John Ahn	 	 
	 	 	Title: Principal	 	 






	 	 	 	 	 
	Aggregate Purchase Price:
	 	 	249,997.10	 
	Number of Shares:
	 	 	74,626	 






Address for Notice:




	 	 	 	 	 	 	 
	Riley Investment Management LLC

	 	 	 	 	 	 
	11100 Santa Monica Blvd., Suite 810
	 	 	 	 	 	 
	Los Angeles, CA 90025
	 	 	 	 	 	 
	Fax: (310) 966-1096
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Investor:	 	RILEY INVESTMENT PARTNERS MASTER FUND, L.P.	 	 
	 	 	By: Riley Investment Management LLC,

its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John Ahn	 	 
	 

	 	 	 	 	 	 
	 	 	Name: John Ahn	 	 
	 	 	Title: Principal	 	 






	 	 	 	 	 
	Aggregate Purchase Price:
	 	 	3,835,026.40	 






Signature Page to Purchase Agreement




 









 





	 	 	 	 	 
	Number of Shares:
	 	 	1,144,784	 






Address for Notice:




c/o Riley Investment Management LLC

11100 Santa Monica Blvd., Suite 810

Los Angeles, CA 90025

Attention: Bryant Riley and General Counsel

Fax: (310) 966-1096




	 	 	 	 	 	 	 
	Investor:	 	PLEIADES INVESTMENT PARTNERS-R LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth Berkow	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Kenneth Berkow	 	 
	 	 	Title: CFO	 	 






	 	 	 	 	 
	Aggregate Purchase Price:
	 	 	1,178,700.85	 
	Number of Shares:
	 	 	351,851	 






Address for Notice:




c/o Potomac Capital Management

825 Third Ave., 33rd Floor

New York, NY 10022

attn: Javier Montenegro




With a copy to:




                                        




                                        




                                        




Facsimile: (212) 521-5116




	 	 	 	 	 	 	 
	Investor:	 	POTOMAC CAPITAL PARTNERS LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth Berkow	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Kenneth Berkow	 	 
	 	 	Title: CFO	 	 






	 	 	 	 	 
	Aggregate Purchase Price:
	 	 	1,672,082.15	 
	Number of Shares:
	 	 	499,129	 






Address for Notice:




Signature Page to Purchase Agreement




 









 





c/o Potomac Capital Management

825 Third Ave., 33rd Floor

New York, NY 10022

attn: Javier Montenegro




With a copy to:




                                        




                                        




                                        




Facsimile: (212) 521-5116




	 	 	 	 	 	 	 
	Investor:	POTOMAC CAPITAL INTERNATIONAL LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth Berkow	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Kenneth Berkow	 	 
	 	 	Title: CFO	 	 






	 	 	 	 	 
	Aggregate Purchase Price:
	 	 	1,149,217.50	 
	Number of Shares:
	 	 	343,050	 






Address for Notice:




c/o Potomac Capital Management

825 Third Ave., 33rd Floor

New York, NY 10022

attn: Javier Montenegro




With a copy to:




                                        




                                        




                                        




Facsimile: (212) 521-5116




	 	 	 	 	 	 	 
	Investor:	LLOYD I. MILLER, III	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Lloyd I. Miller III	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Lloyd I. Miller, III	 	 






	 	 	 	 	 
	Aggregate Purchase Price:
	 	 	1,333,333.50	 
	Number of Shares:
	 	 	398,010	 






Address for Notice:



Signature Page to Purchase Agreement




 









 








Lloyd I. Miller III

4550 Gordon Drive

Naples, FL 34102-7914

Tel: (239) 263-8860

Fax: (239) 262-8025

Email: lloydmil@earthlink.com




With a copy to:




Robyn Tupper

Tel: (239) 263-8860

Fax: (239) 262-8025

Email: lloydin@earthlink.net




	 	 	 	 	 	 	 
	Investor:	TRUST A-4 – LLOYD I. MILLER	 	 
	 
	 	 	 	 	 	 
	 	 	By: PNC Bank National Association as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Lloyd I. Miller III	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Lloyd I. Miller, III	 	 
	 	 	Title: Investment Advisor to Trustee	 	 






	 	 	 	 	 
	Aggregate Purchase Price:
	 	 	1,333,333.50	 
	Number of Shares:
	 	 	398,010	 






Address for Notice:




Lloyd I. Miller III

4550 Gordon Drive

Naples, FL 34102-7914

Tel: (239) 263-8860

Fax: (239) 262-8025

Email: lloydmil@earthlink.com




With a copy to:




Robyn Tupper

Tel: (239) 263-8860

Fax: (239) 262-8025

Email: lloydin@earthlink.net




	 	 	 	 	 	 	 
	Investor:	MILFAM II L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: Milfam LLC

Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Lloyd I. Miller III	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Lloyd I. Miller, III	 	 
	 	 	Title: Manager	 	 





Signature Page to Purchase Agreement




 









 








	 	 	 	 	 
	Aggregate Purchase Price:
	 	 	1,333,333.50	 
	Number of Shares:
	 	 	398,010	 






Address for Notice:




Lloyd I. Miller III

4550 Gordon Drive

Naples, FL 34102-7914

Tel: (239) 263-8860

Fax: (239) 262-8025

Email: lloydmil@earthlink.com




With a copy to:




Robyn Tupper

Tel: (239) 263-8860

Fax: (239) 262-8025

Email: lloydin@earthlink.net




	 	 	 	 	 	 	 
	Investor:	SRB Greenway Capital (QP), L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: SRB Management, L.P., General Partner	 	 
	 
	 	 	 	 	 	 
	 	 	By: BC Advisors, L.L.C., General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steven R. Becker	 	 
	 

	 	 	 	 	 	 
	 	 	Steven R. Becker, Member	 	 






	 	 	 	 	 
	Aggregate Purchase Price:
	 	$	3,454,185.00	 
	Number of Shares:
	 	 	1,031,100	 






Address for Notice:




SRB Greenway Capital (QP), L.P.

300 Crescent Court, Suíte 1111

Dallas, TX 75201

214-756-6040 (telephone)

214-756-6079 (fax)

Attn: George Lee (george@greenwaycapital.net)

Tax I.D.# 20-1939469




	 	 	 	 	 	 	 
	Investor:	SRB Greenway Capital, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: SRB Management, L.P., General Partner	 	 





Signature Page to Purchase Agreement




 









 








	 	 	 	 	 	 	 
	 	 	By: BC Advisors, L.L.C., General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steven R. Becker
	 	 
	 

	 	 	 	 	 	 
	 	 	Steven R. Becker, Member	 	 






	 	 	 	 	 
	Aggregate Purchase Price:
	 	$	398,650.00	 
	Number of Shares:
	 	 	119,000	 






Address for Notice:




SRB Greenway Capital, L.P.

300 Crescent Court, Suíte 1111

Dallas, TX 75201

214-756-6040 (telephone)

214-756-6079 (fax)

Attn: George Lee (george@greenwaycapital.net)

Tax I.D.# 20-1718174




	 	 	 	 	 	 	 
	Investor:	SRB Greenway Offshore Operating Fund, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: SRB Management, L.P., General Partner	 	 
	 
	 	 	 	 	 	 
	 	 	By: BC Advisors, L.L.C., General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steven R. Becker	 	 
	 

	 	 	 	 	 	 
	 	 	Steve Becker, Member	 	 






	 	 	 	 	 
	Aggregate Purchase Price:
	 	$	147,165.50	 
	Number of Shares:
	 	 	43,930	 






Address for Notice:




SRB Greenway Offshore Operating Fund, L.P.

300 Crescent Court, Suíte 1111

Dallas, TX 75201

214-756-6040 (telephone)

214-756-6079 (fax)

Attn: George Lee (george@greenwaycapital.net)

Tax I.D.# n/a – offshore entity




	 	 	 	 	 	 	 
	Investor:	Aurarian Capital Management, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jason B. Gold	 	 
	 

	 	 	 	 	 	 
	 	 	Jason B. Gold	 	 
	 	 	Managing Member	 	 





Signature Page to Purchase Agreement




 









 








	 	 	 	 	 
	Aggregate Purchase Price:
	 	$	999,975	 
	Number of Shares:
	 	 	298,500	 






Address for Notice:




565 5th Avenue, 14th Floor

NY, NY 10036



Signature Page to Purchase Agreement




 









 





Exhibit A




Form of Registration Rights Agreement




 









 





Exhibit B




Form of Legal Opinion