exv10w41



 





EXHIBIT 10.41




REGISTRATION RIGHTS AGREEMENT




     This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 19th
day of April, 2007 by and among LCC International, Inc., a Delaware corporation (the “Company”),
and the “Investors” executing this Agreement and named in that certain Purchase Agreement by and
among the Company and the Investors dated the date hereof (the “Purchase Agreement”).



     The parties hereby agree as follows:



     1. Certain Definitions.



     Capitalized terms used herein which are defined in the Purchase Agreement shall have the
meanings set forth in the Purchase Agreement, unless otherwise defined herein. As used in this
Agreement, the following terms shall have the following meanings:



     “Affiliate” means, with respect to any person, any other person which directly or
indirectly controls, is controlled by, or is under common control with, such person.



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



     “Common Stock” shall mean the Company’s Class A common stock, par value $0.01 per
share, and any securities into which such shares may hereinafter be reclassified.



     “Investors” shall mean the Investors identified in the Purchase Agreement and any
Affiliate or permitted transferee of any Investor who is a subsequent holder of any Registrable
Securities.



     “Prospectus” shall mean the prospectus included in any Registration Statement, as
amended or supplemented by any prospectus supplement, with respect to the terms of the offering of
any portion of the Registrable Securities covered by such Registration Statement and by all other
amendments and supplements to the prospectus, including post-effective amendments and all material
incorporated by reference in such prospectus.



     “Register,” “registered” and “registration” refer to a registration
made by preparing and filing a Registration Statement or similar document in compliance with the
1933 Act (as defined below), and the declaration or ordering of effectiveness of such Registration
Statement or document.



     “Registrable Securities” shall mean (i) the Shares, and (ii) any other securities
issued or issuable with respect to or in exchange for Registrable Securities; provided, that, a
security shall cease to be a Registrable Security upon (A) sale pursuant to a Registration
Statement or Rule 144 under the 1933 Act, or (B) such security becoming eligible for sale by the
Investors pursuant to Rule 144(k).



     “Registration Statement” shall mean any registration statement of the Company filed
under the 1933 Act that covers the resale of any of the Registrable Securities pursuant to the
provisions of this Agreement (including the Registration Statement referred to in Section 2),
amendments and supplements to such Registration Statement(s), including the Prospectus, post-



 









 







effective amendments, all exhibits and all material filed and incorporated by reference in
such Registration Statement.



     “Required Investors” mean the Investors holding a majority of the Registrable
Securities.



     “Rule 401”, “Rule 415”, “Rule 416”, “Rule 429” and “Rule
461” mean Rule 401, Rule 415, Rule 416, Rule 429 and Rule 461, respectively, each as
promulgated by the SEC pursuant to the 1933 Act, as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as
such Rule.



     “SEC” means the U.S. Securities and Exchange Commission.“ 



     “Shares” means the shares of Common Stock issued pursuant to the Purchase Agreement.



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



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



     2. Registration.



          (a) Registration Statement.




          (i) Within 45 days following the closing of the purchase and sale of the securities
contemplated by the Purchase Agreement (the “Closing Date”) (the “Filing Deadline”), the Company
shall prepare and file with the SEC a registration statement covering all Registrable Securities
for a secondary or resale offering to be made on a continuous basis pursuant to Rule 415. Such
registration statement shall be on Form S-1 (the “Registration Statement”) and shall include the
plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall
cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including
Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock
splits, stock dividends or similar transactions with respect to the Registrable Securities. Such
S-1 Registration Statement shall not include any shares of Common Stock or other securities for the
account of any other holder without the prior written consent of the Required Investors, except for
shares of Common Stock held by the Company’s stockholders having “piggyback” registration rights
expressly set forth in registration rights agreements entered into by the Company prior to the date
hereof. A copy of the initial filing of the Registration Statement (and each pre-effective
amendment thereto) shall be provided to the Investors and their counsel prior to filing.




          (ii) Within 15 days after the Company shall be eligible to file a registration statement under
the 1933 Act to register on Form S-3 the Registrable Securities for resale (the “S-3 Filing
Deadline”), the Company shall prepare and file with the SEC a “shelf” registration statement
covering all the Registrable Securities for a secondary or resale offering to be made on a
continuous basis pursuant to Rule 415. Such registration statement (in any of the following cases
referred to as the “S-3 Registration Statement”) shall be (A) on Form S-3, (B) a pre-effective
amendment to the S-1 Registration Statement if the S-1 Registration Statement has not previously
been declared effective by the SEC (which shall be on Form S-3 to the extent permissible) , or (C)
a post-effective amendment to the S-1 Registration Statement on Form S-3




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if (and only if) the S-1 Registration Statement has previously been declared effective by the
SEC and the Company is then permitted under the 1933 Act and the rules promulgated thereunder
(including Rule 401) to file a post-effective amendment to such S-1 Registration Statement on Form
S-3. Such S-3 Registration Statement also shall cover, to the extent allowable under the 1933 Act
and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional
shares of Common Stock resulting from stock splits, stock dividends or similar transactions with
respect to the Registrable Securities. Such S-3 Registration Statement shall not include any
shares of Common Stock or other securities for the account of any other holder without the prior
written consent of the Required Investors, except for shares of Common Stock held by the Company’s
stockholders having “piggyback” registration rights under registration rights agreements entered
into by the Company prior to the date hereof. The S-3 Registration Statement (and each amendment
or supplement thereto, and each request for acceleration of effectiveness thereof) shall be
provided to the Investors and their counsel prior to its filing or other submission. If the S-3
Registration Statement is a new registration statement covering the Registrable Securities filed
with the SEC pursuant to Clause (A) of the second sentence of this Section 2(a)(ii) and the Company
is not permitted pursuant to Rule 429 to use the prospectus included in the S-3 Registration
Statement as a combined prospectus for the offering covered by the S-1 Registration Statement, the
Company shall use reasonable best efforts to remove from registration by means of a post-effective
amendment to the S-1 Registration Statement any of the Registrable Securities registered under the
S-1 Registration Statement that remain unsold at the time the S-3 Registration Statement is
declared effective by the SEC and cause such post-effective amendment to be declared effective by
the SEC no earlier than concurrently with the effectiveness of the S-3 Registration Statement.




          (iii) If the Registration Statement covering the Registrable Securities is not filed with the
SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor,
as liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate amount
invested by such Investor for each 30-day period or pro rata for any portion thereof following the
Filing Deadline for which the Registration Statement is filed with respect to the Registrable
Securities, up to but not exceeding a maximum amount of 10%. Such payments shall constitute the
Investors’ exclusive monetary remedy for such events, but shall not affect the right of the
Investors to seek injunctive relief. Payments to be made pursuant to this Section 2(a)(iii) shall
be due and payable immediately upon demand in immediately available cash funds. The parties agree
that the liquidated damages provided for in this Section 2(a)(iii) represent a reasonable estimate
on the part of the parties, as of the date of this Agreement, of the amount of damages that may be
incurred by the Investors if the Registration Statement is not filed by the Filing Deadline.




          (b) Expenses. The Company will pay all expenses incurred by it associated with the
Registration Statement or incident to its performance or complicance with this Agreement, including
filing and printing fees, the Company’s counsel and accounting fees and expenses, NASD and Nasdaq
filing fees, and costs associated with clearing the Registrable Securities for sale under
applicable state securities laws, but the Company shall not be liable for fees and expenses
incurred by the Investors (including any Investors’ counsel fees), or any discounts, commissions,
fees of underwriters, selling brokers, dealer managers or similar securities industry professionals
with respect to the Registrable Securities being offered.




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          (c) Effectiveness.




          (i) The Company shall use reasonable best efforts to have the Registration Statement declared
effective prior to 120 days following the Closing Date. The Company shall notify the Investors by
facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours,
after the Registration Statement is declared effective and shall simultaneously provide the
Investors with copies of any related Prospectus to be used in connection with the sale or other
disposition of the securities covered thereby. If (A) the Registration Statement is not declared
effective by the SEC on or prior to 120 days following the Closing Date, or (B) after the
Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to
such Registration Statement for any reason (including without limitation by reason of a stop order,
or the Company’s failure to update the Registration Statement), but excluding the inability of any
Investor to sell the Registrable Securities covered thereby due to market conditions and except as
excused below, then the Company will make pro rata payments to each Investor, as liquidated damages
and not as a penalty, in an amount equal to 1% of the aggregate amount invested by such Investor
for each 30-day period or pro rata for any portion thereof following the date by which such
Registration Statement should have been effective or such sales first cannot be made (the “Blackout
Period”), up to a maximum of 10%. Such payments shall constitute the Investors’ exclusive monetary
remedy for such events, but shall not affect the right of the Investors to seek injunctive relief.
The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within
three (3) Business Days of the last day of each month following the commencement of the Blackout
Period until the termination of the Blackout Period. Such payments shall be made to each Investor
in cash. The parties agree that the liquidated damages provided for in this Section 2(c)(i)
represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of
the amount of damages that may be incurred by the Investors if the Registration Statement is not
declared effective as hereinabove provided. This section 2(c)(i) shall not apply as to a
particular Investor to the extent, but only to the extent, that the delay is caused by such
Investor.




          (ii) For not more than thirty (30) consecutive days or for a total of not more than sixty (60)
days in any twelve (12) month period, the Company may delay the disclosure of material non-public
information concerning the Company, by suspending the use of any Prospectus included in any
registration contemplated by this Section, if such disclosure at the time is not, in the good faith
opinion of the Company, in the best interests of the Company (an “Allowed Delay”); provided, that
the Company shall promptly (a) notify the Investors in writing of the existence of (but in no
event, without the prior written consent of an Investor, shall the Company disclose to such
Investor any of the facts or circumstances regarding) an Allowed Delay, (b) advise the Investors in
writing to cease all sales under the Registration Statement until the end of the Allowed Delay and
(c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.




     3. Company Obligations. The Company will use reasonable best efforts to effect the
registration of the Registrable Securities in accordance with the terms hereof, and pursuant
thereto the Company will, as expeditiously as possible (but subject to Section 2(c)(ii)):



          (a) (i) furnish to the Investors, copies of all such documents proposed to be filed, which
documents will be subject to their review of such Investors, and (ii) cause its

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officers and directors, counsel and independent certified public accountants to respond to
such inquiries as shall be necessary, to conduct a reasonable review of such documents. The
Company shall not file the Registration Statement or any such Prospectus or any amendments or
supplements thereto to which the holders of a majority of the Registrable Securities shall
reasonably object in writing within three (3) Business Days of their receipt thereof.




          (b) respond as promptly as possible to any comments received from the Commission with respect
to the Registration Statement or any amendment thereto and as promptly as possible provide the
Investors true and complete copies of all correspondence from and to the Commission relating to the
Registration Statement.




          (c) notify the Investors as promptly as possible (and, in the case of (i)(A) below, not less
than three (3) days prior to such filing) and (if requested by any such Person) confirm such notice
in writing no later than two (2) Business Days following the day (i)(A) when a Prospectus or any
Prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) when
the Commission notifies the Company whether there will be a “review” of such Registration Statement
and whenever the Commission comments in writing on such Registration Statement and (C) with respect
to the Registration Statement or any post-effective amendment, when the same has become effective;
(ii) of any request by the Commission or any other Federal or state governmental authority for
amendments or supplements to the Registration Statement or Prospectus or for additional
information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement covering any or all of the Registrable Securities or the initiation
or threatening of any Proceedings for that purpose; (iv) if at any time any of the representations
and warranties of the Company contained in any agreement contemplated hereby ceases to be true and
correct in all material respects; (v) of the receipt by the Company of any notification with
respect to the suspension of the qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction, or the initiation of any Proceeding for such
purpose; and (vi) of the occurrence of any event that makes any statement made in the Registration
Statement or Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires any revisions to the Registration
Statement, Prospectus or other documents so that, in the case of the Registration Statement or the
Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading.




          (d) if requested by the Required Investors, (i) promptly incorporate in a Prospectus
supplement or post-effective amendment to the Registration Statement such information as the
Company reasonably agrees should be included therein and (ii) make all required filings of such
Prospectus supplement or such post-effective amendment as soon as practicable after the Company has
received notification of the matters to be incorporated in such Prospectus supplement or
post-effective amendment.




          (e) promptly deliver to each Investor, without charge, as many copies of the Prospectus or
Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such
Persons may reasonably request




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          (f) cooperate with the Investors to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold pursuant to a Registration Statement,
which certificates, to the extent permitted by the Purchase Agreement and applicable federal and
state securities laws, shall be free of all restrictive legends, and to enable such Registrable
Securities to be in such denominations and registered in such names as any Investor may request in
connection with any sale of Registrable Securities.




          (g) use reasonable best efforts to cause such Registration Statement to become effective and,
to remain continuously effective for a period that will terminate upon the earlier of (i) the date
on which all Registrable Securities covered by such Registration Statement as amended from time to
time, have been sold, and (ii) the date on which all Registrable Securities covered by such
Registration Statement may be sold pursuant to Rule 144(k) (and the Company shall use reasonable
best efforts to provide a written opinion letter from Company counsel to the Company’s transfer
agent to such effect and to remove the restrictive legend from the certificates of the Registrable
Securities) (the “Effectiveness Period”) and advise the Investors in writing when the Effectiveness
Period has expired;




          (h) prepare and file with the SEC such amendments and post-effective amendments to the
Registration Statement and the Prospectus as may be necessary to keep the Registration Statement
effective for the Effectiveness Period and to comply with the provisions of the 1933 Act and the
1934 Act with respect to the distribution of all of the Registrable Securities covered thereby in
accordance with the intended method of disposition as set forth in the Registration Statement,
Prospectus or Prospectus supplement;




          (i) use reasonable best efforts to (i) prevent the issuance of any stop order or other
suspension of effectiveness or qualification or exemption of qualification and, (ii) if such order
is issued, obtain the withdrawal of any such order at the earliest possible moment;




          (j) prior to any public offering of Registrable Securities, use reasonable best efforts to
register or qualify or cooperate with the Investors and their counsel in connection with the
registration or qualification of such Registrable Securities for offer and sale under the
securities or blue sky laws of such jurisdictions requested by the Investors, to keep such
registration or qualification effective during the Effective Period and do any and all other
commercially reasonable acts or things necessary or advisable to enable the distribution in such
jurisdictions of the Registrable Securities covered by the Registration Statement; provided,
however, that the Company shall not be required in connection therewith or as a condition thereto
to (i) qualify to do business in any jurisdiction where it would not otherwise be required to
qualify but for this Section 3(d), (ii) subject itself to general taxation in any jurisdiction
where it would not otherwise be so subject but for this Section 3(d), or (iii) file a general
consent to service of process in any such jurisdiction;




          (k) use reasonable best efforts to cause all Registrable Securities covered by a Registration
Statement to be listed on each securities exchange, interdealer quotation system or other market on
which similar securities issued by the Company are then listed;




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          (l) promptly notify the Investors, at any time when a Prospectus relating to Registrable
Securities is required to be delivered under the 1933 Act (including during any period when the
Company is in compliance with Rule 172), upon discovery that, or upon the happening of any event as
a result of which, the Registration Statement (including the Prospectus), as then in effect,
includes an untrue statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not misleading in light of the
circumstances then existing, and at the request of any such holder, promptly prepare, file with the
SEC pursuant to Rule 172 and furnish to such holder a supplement to or an amendment of such
Prospectus or post-effective amendment to such Regsitration Statement (and have it declared
effective as promptly as practicable) as may be necessary so that such Prospectus shall not include
an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in light of the circumstances
then existing;




          (m) otherwise use reasonable best efforts to comply with all applicable rules and regulations
of the SEC under the 1933 Act and the 1934 Act, including Rule 172, notify the Investors promptly
if the Company no longer satisfies the conditions of Rule 172 and take such other actions as may be
reasonably necessary to facilitate the registration of the Registrable Securities hereunder; and
make available to its security holders, as soon as reasonably practicable, but not later than the
Availability Date (as defined below), an earning statement covering a period of at least twelve
(12) months, beginning after the effective date of each Registration Statement, which earning
statement shall satisfy the provisions of Section 11(a) of the 1933 Act, including Rule 158
promulgated thereunder (for the purpose of this Section 3(g), “Availability Date” means the 45th
day following the end of the fourth fiscal quarter that includes the effective date of such
Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the
Company’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal
quarter); and




          (n) upon written notice from an Investor that such Investor has a legal obligation to make a
filing with the National Association of Securities Dealers, Inc. (“NASD”) Corporate Financing
Department pursuant to NASD Rule 2710(b)(10)(A)(i) with respect to the public offering contemplated
by the Registration Statement (an “Issuer Filing”), the Company agrees it will effect such filing
prior to the later to occur of five Trading Days after receipt of the written notice and one
Trading Day after the date that the Registration Statement is first filed with the SEC. The
Company shall use reasonable best efforts to pursue the Issuer Filing until the NASD issues a
letter confirming that it does not object to the terms of the offering contemplated by the
Registration Statement. The Company will pay any filing fees and expenses in connection with the
Issuer Filing.




          (o) With a view to making available to the Investors the benefits of Rule 144 (or its
successor rule) and any other rule or regulation of the SEC that may at any time permit the
Investors to sell shares of Common Stock to the public without registration, the Company covenants
and agrees to: (i) make and keep public information available, as those terms are understood and
defined in Rule 144, until the earlier of (A) six months after such date as all of the Registrable
Securities may be resold pursuant to Rule 144(k) or any other rule of similar effect or (B) such
date as all of the Registrable Securities shall have been resold; (ii) file with the SEC in a
timely manner all reports and other documents required of the Company under

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the 1934 Act; and (iii) furnish to each Investor upon request, as long as such Investor owns
any Registrable Securities, (A) a written statement by the Company that it has complied with the
reporting requirements of the 1934 Act, and (B) such other information as may be reasonably
requested in order to avail such Investor of any rule or regulation of the SEC that permits the
selling of any such Registrable Securities without registration.




          (p) With a view to satisfying its obligations under Section 2(a)(ii), the Company:




               (i) represents and warrants that neither the Company nor any of its consolidated or
unconsolidated subsidiaries have, since the end of the last fiscal year for which certified
financial statements of the Company and its consolidated subsidiaries were included in a report
filed pursuant to Section 13(a) or 15(d) of the 1934 Act through the date of this Agreement: (1)
failed to pay any dividend or sinking fund installment on preferred stock; or (2) defaulted (x) on
any installment or installments on indebtedness for borrowed money, or (y) on any rental on one or
more long term leases, which defaults in the aggregate are material to the financial position of
the Company and its consolidated and unconsolidated subsidiaries, taken as a whole.



               (ii) covenants and agrees that (A) from the date of this Agreement through the effective
date
of the Registration Statement, it will file with the SEC in a timely manner all reports and other
documents required of the Company under the 1934 Act (other than a report that is required solely
pursuant to Item 1.01, 1.02, 2.03, 2.04, 2.05, 2.06, 4.02(a), or 5.02(e) of SEC Form 8-K) and (B)
neither the Company nor any of its consolidated or unconsolidated subsidiaries will, from the end
of the last fiscal year for which certified financial statements of the Company and its
consolidated subsidiaries are included in a report filed pursuant to Section 13(a) or 15(d) of the
1934 Act through the effective date of the Registration Statement: (1) fail to pay any dividend or
sinking fund installment on preferred stock; or (2) default (x) on any installment or installments
on indebtedness for borrowed money, or (y) on any rental on one or more long term leases, which
default in the aggregate will be material to the financial position of the Company and its
consolidated and unconsolidated subsidiaries, taken as a whole.



     4. Due Diligence Review; Information.



          (a) Subject to paragraph (b) of this Section 4, upon reasonable prior notice, the Company
shall make available, during normal business hours, for inspection and review by the Investors,
advisors to and representatives of the Investors (who may or may not be affiliated with the
Investors and who are reasonably acceptable to the Company), all financial and other records, all
SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other
corporate documents and properties of the Company as may be reasonably necessary for the purpose of
such review, and cause the Company’s officers, directors, employees and independent accountants,
within a reasonable time period, to supply all such information reasonably requested by the
Investors or any such representative, advisor or underwriter in connection with such Registration
Statement (including, without limitation, in response to all questions and other inquiries
reasonably made or submitted by any of them), prior to and from time to time after the filing and
effectiveness of the Registration Statement for the

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sole purpose of enabling the Investors and such representatives, advisors and underwriters and
their respective accountants and attorneys to conduct initial and ongoing due diligence with
respect to the Company and the accuracy of such Registration Statement.




          (b) The Company shall not disclose material nonpublic information to the Investors, or to
advisors to or representatives of the Investors, unless prior to disclosure of such information the
Company identifies such information as being material nonpublic information and provides the
Investors, such advisors and representatives with the opportunity to accept or refuse to accept
such material nonpublic information for review and any Investor wishing to obtain such information
enters into an appropriate confidentiality agreement with the Company with respect thereto.




     5. Obligations of the Investors.



          (a) Each Investor shall promptly furnish in writing to the Company such information regarding
itself, the Registrable Securities held by it and the intended method of disposition of the
Registrable Securities held by it, as shall be reasonably required to effect the registration of
such Registrable Securities and shall execute such documents in connection with such registration
as the Company may reasonably request. At least seven (7) Business Days prior to the first
anticipated filing date of the Registration Statement, the Company shall notify each Investor of
the information the Company requires from such Investor if such Investor elects to have any of the
Registrable Securities included in the Registration Statement. An Investor shall provide such
information to the Company at least three (3) Business Days prior to the first anticipated filing
date of such Registration Statement if such Investor elects to have any of the Registrable
Securities included in the Registration Statement.




          (b) Each Investor, by its acceptance of the Registrable Securities agrees to cooperate with
the Company as reasonably requested by the Company in connection with the preparation and filing of
a Registration Statement hereunder, unless such Investor has notified the Company in writing of its
election to exclude all of its Registrable Securities from such Registration Statement.




          (c) Each Investor agrees that, upon receipt of any notice from the Company of either (i) the
commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an event
pursuant to Section 3(f) hereof, such Investor will immediately discontinue disposition of
Registrable Securities pursuant to the Registration Statement covering such Registrable Securities,
until the Investor is advised by the Company that a supplemented or amended prospectus has been
filed with the SEC and until any related post-effective amendment is declared effective and, if so
directed by the Company, the Investor shall deliver to the Company or destroy (and deliver to the
Company a certificate of destruction) all copies in the Investor’s possession of the Prospectus
covering the Registrable Securities current at the time of receipt of such notice.




     6. Indemnification.



          (a) Indemnification by the Company. The Company will indemnify and hold harmless each
Investor and its officers, directors, members, partners, employees, attorneys and agents,
successors and assigns, and each other person, if any, who controls such

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Investor within the meaning of the 1933 Act or Section 20 of the 1934 Act (and their officers,
directors, partners, members and employees), against any losses, claims, damages, expenses, costs
(including reasonable attorney fees) or liabilities, joint or several, to which they may become
subject under the 1933 Act or otherwise, insofar as such losses, claims, damages, expenses, costs
or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any untrue
statement or alleged untrue statement of any material fact contained in the Registration Statement,
any preliminary prospectus or final prospectus contained therein, or any amendment or supplement
thereof; (ii) any blue sky application or other document executed by the Company specifically for
that purpose or based upon written information furnished by the Company filed in any state or other
jurisdiction in order to qualify any or all of the Registrable Securities under the securities laws
thereof (any such application, document or information herein called a “Blue Sky Application”);
(iii) the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading; (iv) any violation by the Company or its agents of any rule or
regulation promulgated under the 1933 Act applicable to the Company or its agents and relating to
action or inaction required of the Company in connection with such registration; or (v) any failure
to register or qualify the Registrable Securities included in any such Registration in any state
where the Company or its agents has affirmatively undertaken or agreed in writing that the Company
will undertake such registration or qualification on an Investor’s behalf and will reimburse such
Investor, and each such officer, director or member and each such controlling person for any legal
or other expenses reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the Company
will not be liable in any such case if and to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission so made in conformity with information furnished by such Investor or
any such controlling person in writing specifically for use in such Registration Statement or
Prospectus.




          (b) Indemnification by the Investors. Each Investor agrees, severally but not
jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its
directors, officers, employees, stockholders and each person who controls the Company (within the
meaning of the 1933 Act) against any losses, claims, damages, liabilities and reasonable expense
(including reasonable attorney fees) resulting from any untrue statement of a material fact
contained in the Registration Statement, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereof or any omission of a material fact required to be
stated in the Registration Statement or Prospectus or preliminary prospectus or amendment or
supplement thereto or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, to the extent, but only to the extent that such untrue
statement or omission is contained in any information furnished in writing by such Investor to the
Company specifically for inclusion in such Registration Statement or Prospectus or amendment or
supplement thereto. In no event shall the liability of an Investor be greater in amount than the
dollar amount of the net proceeds received by such Investor upon the sale of the Registrable
Securities giving rise to such indemnification obligation.




          (c) Conduct of Indemnification Proceedings. Any person entitled to indemnification
hereunder shall (i) give prompt notice to the indemnifying party of any claim

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with respect to which it seeks indemnification and (ii) permit such indemnifying party to
assume the defense of such claim with counsel reasonably satisfactory to the indemnified party;
provided that any person entitled to indemnification hereunder shall have the right to
employ separate counsel and to participate in the defense of such claim, but the fees and expenses
of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed
to pay such fees or expenses, or (b) the indemnifying party shall have failed to assume the defense
of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable
judgment of any such person, based upon written advice of its counsel, a conflict of interest
exists between such person and the indemnifying party with respect to such claims (in which case,
if the person notifies the indemnifying party in writing that such person elects to employ separate
counsel at the expense of the indemnifying party, the indemnifying party shall not have the right
to assume the defense of such claim on behalf of such person); and provided,
further, that the failure of any indemnified party to give notice as provided herein shall
not relieve the indemnifying party of its obligations hereunder, except to the extent that such
failure to give notice shall materially adversely affect the indemnifying party in the defense of
any such claim or litigation. It is understood that the indemnifying party shall not, in
connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more
than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying
party will, except with the consent of the indemnified party, consent to entry of any judgment or
enter into any settlement that does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such indemnified party of a release from all liability in respect of such
claim or litigation, does not impose any injunction or similar restriction on such indemnified
party and does not include a statement as to or an admission of fault, liability, culpability or
failure to act with respect to any law by an indemnified party.




          (d) Contribution. If for any reason the indemnification provided for in the preceding
paragraphs (a) and (b) is unavailable to an indemnified party or insufficient to hold it harmless,
other than as expressly specified therein, then the indemnifying party shall contribute to the
amount paid or payable by the indemnified party as a result of such loss, claim, damage or
liability in such proportion as is appropriate to reflect the relative fault of the indemnified
party and the indemnifying party, as well as any other relevant equitable considerations. The
relative fault of such indemnifying party and indemnified party shall be determined by
reference to, among other things, whether any action in question, including any untrue or alleged
untrue statement of a material fact or omission or alleged omission of a material fact, has been
taken or made by, or relates to information supplied by, such indemnifying, party or
indemnified party, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such action, statement or omission. The parties hereto agree
that it would not be just and equitable if contribution pursuant to this section were
determined by pro rata allocation or by any other method of allocation that does not take into
account the foregoing equitable considerations. No person guilty of fraudulent misrepresentation
within the meaning of Section 11(f) of the 1933 Act shall be entitled to contribution from any
person not guilty of such fraudulent misrepresentation. In no event shall the contribution
obligation of a holder of Registrable Securities be greater in amount than the dollar amount of the
proceeds (net of all expenses paid by such holder in connection with any claim relating to this
Section 6 and the amount of any damages such holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged

11









 








omission) received by it upon the sale of the Registrable Securities giving rise to such
contribution obligation.




     7. Miscellaneous.



          (a) Amendments and Waivers. This Agreement may be amended, modified or waived only by
a writing signed by the Company and the Required Investors; provided that if any such
amendment, modification or waiver would adversely affect in any material respect any Investor or
group of Investors who have comparable rights under this Agreement disproportionately to the other
Investors having such comparable rights, such amendment, modification, or waiver shall also require
the written consent of the Investor(s) so adversely affected.




          (b) Notices. All notices and other communications provided for or permitted hereunder
shall be made as set forth in Section 9.4 of the Purchase Agreement.




          (c) Assignments and Transfers by Investors. The provisions of this Agreement shall be
binding upon and inure to the benefit of the Investors and their respective successors and assigns.
An Investor may transfer or assign, in whole or from time to time in part, to one or more persons
its rights hereunder in connection with the transfer of Registrable Securities by such Investor to
such person, provided that (i) such Investor complies with all laws applicable thereto and provides
written notice of assignment to the Company promptly after such assignment is effected and (ii) the
transferee agrees in writing to be bound by this Agreement as if it were a party hereto.




          (d) Assignments and Transfers by the Company. This Agreement may not be assigned by
the Company (whether by operation of law or otherwise) without the prior written consent of the
Required Investors, provided, however, that the Company may assign its rights and delegate its
duties hereunder to any surviving or successor corporation in connection with a merger or
consolidation of the Company with another corporation, or a sale, transfer or other disposition of
all or substantially all of the Company’s assets to another corporation, without the prior written
consent of the Required Investors, after notice duly given by the Company to each Investor.




          (e) Benefits of the Agreement. The terms and conditions of this Agreement shall 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.




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




12









 








          (g) 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.




          (h) 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
provisions hereof prohibited or unenforceable in any respect.




          (i) 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.




          (j) Entire Agreement. This Agreement is intended by the parties as a final expression
of their agreement and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein. This
Agreement supersedes all prior agreements and understandings between the parties with respect to
such subject matter.




          (k) 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 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.




          (l) Obligations of Investors. The Company acknowledges that the obligations of each
Investor under this Agreement are several and not joint with the obligations of any other Investor,
and no Investor shall be responsible in any way for the performance of the obligations of any other
Investor under this Agreement. The decision of each Investor to enter

13









 








into to this Agreement has been made by such Investor independently of any other Investor.
The Company further acknowledges that nothing contained in this Agreement, and no action taken by
any Investor pursuant hereto, 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 hereby. Each Investor shall be entitled to independently protect and
enforce its rights, including without limitation, the rights arising out of this Agreement, and it
shall not be necessary for any other Investor to be joined as an additional party in any proceeding
for such purpose.




          Each Investor has been represented by its own separate legal counsel in their review and
negotiation of this Agreement and with respect to the transactions contemplated hereby. The Company
has elected to provide all Investors with the same terms and Agreement for the convenience of the
Company and not because it was required or requested to do so by the Investors. The Company
acknowledges that such procedure with respect to this Agreement in no way creates a presumption
that the Investors are in any way acting in concert or as a group with respect to this Agreement or
the transactions contemplated hereby or thereby.



[Signature pages follow]





14









 








     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 Registration Rights Agreement




	 	 	 	 	 	 	 
	Investor:	 	GPC LXII, LLC	 	 
	 	 	By: Riley Investment Management LLC, as

attorney in fact	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John Ahn	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: John Ahn	 	 
	 

	 	 	 	Title: Principal	 	 
	 
	 	 	 	 	 	 
	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	 	 
	 
	 	 	 	 	 	 
	Investor:	 	PLEIADES INVESTMENT PARTNERS-R LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth Berkow	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Kenneth Berkow	 	 
	 	 	Title: CFO	 	 
	 
	 	 	 	 	 	 
	Investor:	 	POTOMAC CAPITAL PARTNERS LP	 	 
	 
	 	 	 	 	 	 
	:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth Berkow
 

	 	 
	 	 	Name: Kenneth Berkow	 	 
	 	 	Title: CFO	 	 
	 
	 	 	 	 	 	 
	Investor:	 	POTOMAC CAPITAL INTERNATIONAL LTD.	 	 
	 
	 	 	 	 	 	 
	:
	 	 	 	 	 	 





Signature Page to Registration Rights Agreement




 









 








	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth Berkow	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Kenneth Berkow	 	 
	 	 	Title: CFO	 	 
	 
	 	 	 	 	 	 
	Investor:	 	LLOYD I. MILLER, III	 	 
	 
	 	 	 	 	 	 
	:
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Lloyd I. Miller, III	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Lloyd I. Miller, III	 	 
	 
	 	 	 	 	 	 
	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	 	 
	 
	 	 	 	 	 	 
	Investor:	 	MILFAM II L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: Milfam LLC	 	 
	 	 	Its General Partner	 	 
	:
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Lloyd I. Miller, III	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Lloyd I. Miller, III	 	 
	 	 	Title: Manager	 	 
	 
	 	 	 	 	 	 
	Investor:	 	SRB Greenway Capital, 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
	 	 
	 
	 	 	 	 	 	 
	Investor:	 	SRB Greenway Offshore Operating Fund, L.P..	 	 
	 
	 	 	 	 	 	 
	 	 	By: SRB Management, L.P., General Partner	 	 





Signature Page to Registration Rights Agreement




 









 








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

	 	By:
	 	/s/ Steven R. Becker
 

Steven R. Becker, Member
	 	 
	 
	 	 	 	 	 	 
	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	 	 
	 
	 	 	 	 	 	 
	Investor:	 	Aurarian Capital Management, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jason B. Gold	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jason B. Gold	 	 
	 	 	Title: Managing Member	 	 





Signature Page to Registration Rights Agreement




 









 








Exhibit A




Plan of Distribution




     The selling stockholders, which as used herein includes donees, pledgees, transferees or other
successors-in-interest selling shares of common stock or interests in shares of common stock
received after the date of this prospectus from a selling stockholder as a gift, pledge,
partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise
dispose of any or all of their shares of common stock or interests in shares of common stock on any
stock exchange, market or trading facility on which the shares are traded or in private
transactions. These dispositions may be at fixed prices, at prevailing market prices at the time
of sale, at prices related to the prevailing market price, at varying prices determined at the time
of sale, or at negotiated prices.



     The selling stockholders may use any one or more of the following methods when disposing of
shares or interests therein:



     - ordinary brokerage transactions and transactions in which the broker-dealer solicits
purchasers;



     - block trades in which the broker-dealer will attempt to sell the shares as agent, but may
position and resell a portion of the block as principal to facilitate the transaction;



     - purchases by a broker-dealer as principal and resale by the broker-dealer for its account;



     - an exchange distribution in accordance with the rules of the applicable exchange;



     - privately negotiated transactions;



     - short sales effected after the date the registration statement of which this Prospectus is a
part is declared effective by the SEC;



     - through the writing or settlement of options or other hedging transactions, whether through
an options exchange or otherwise;



     - broker-dealers may agree with the selling stockholders to sell a specified number of such
shares at a stipulated price per share; and



     - a combination of any such methods of sale.



     The selling stockholders may, from time to time, pledge or grant a security interest in some
or all of the shares of common stock owned by them and, if they default in the performance of their
secured obligations, the pledgees or secured parties may offer and sell the shares of common stock,
from time to time, under this prospectus, or under an amendment or supplement to this prospectus
under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of
selling stockholders to include the pledgee, transferee or other successors in



 









 







interest as selling stockholders under this prospectus. The selling stockholders also may transfer
the shares of common stock in other circumstances, in which case the transferees, pledgees or other
successors in interest will be the selling beneficial owners for purposes of this prospectus.



     In connection with the sale of our common stock or interests therein, the selling stockholders
may enter into hedging transactions with broker-dealers or other financial institutions, which may
in turn engage in short sales of the common stock in the course of hedging the positions they
assume. The selling stockholders may also sell shares of our common stock short and deliver these
securities to close out their short positions, or loan or pledge the common stock to broker-dealers
that in turn may sell these securities. The selling stockholders may also enter into option or
other transactions with broker-dealers or other financial institutions or the creation of one or
more derivative securities which require the delivery to such broker-dealer or other financial
institution of shares offered by this prospectus, which shares such broker-dealer or other
financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect
such transaction).



     The aggregate proceeds to the selling stockholders from the sale of the common stock offered
by them will be the purchase price of the common stock less discounts or commissions, if any. Each
of the selling stockholders reserves the right to accept and, together with their agents from time
to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly
or through agents. We will not receive any of the proceeds from this offering.



     The selling stockholders also may resell all or a portion of the shares in open market
transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that they meet
the criteria and conform to the requirements of that rule.



     The selling stockholders and any underwriters, broker-dealers or agents that participate in
the sale of the common stock or interests therein may be “underwriters” within the meaning of
Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn
on any resale of the shares may be underwriting discounts and commissions under the Securities Act.
Selling stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities
Act will be subject to the prospectus delivery requirements of the Securities Act.



     To the extent required, the shares of our common stock to be sold, the names of the selling
stockholders, the respective purchase prices and public offering prices, the names of any agents,
dealer or underwriter, any applicable commissions or discounts with respect to a particular offer
will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement that includes this prospectus.



     In order to comply with the securities laws of some states, if applicable, the common stock
may be sold in these jurisdictions only through registered or licensed brokers or dealers. In
addition, in some states the common stock may not be sold unless it has been registered or
qualified for sale or an exemption from registration or qualification requirements is available and
is complied with.



 









 





     We have advised the selling stockholders that the anti-manipulation rules of Regulation M
under the Exchange Act may apply to sales of shares in the market and to the activities of the
selling stockholders and their affiliates. In addition, we will make copies of this prospectus (as
it may be supplemented or amended from time to time) available to the selling stockholders for the
purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling
stockholders may indemnify any broker-dealer that participates in transactions involving the sale
of the shares against certain liabilities, including liabilities arising under the Securities Act.



     We have agreed to indemnify the selling stockholders against liabilities, including
liabilities under the Securities Act and state securities laws, relating to the registration of the
shares offered by this prospectus.



     We have agreed with the selling stockholders to keep the registration statement of which this
prospectus constitutes a part effective until the earlier of (1) such time as all of the shares
covered by this prospectus have been disposed of pursuant to and in accordance with the
registration statement or (2) the date on which the shares may be sold pursuant to Rule 144(k) of
the Securities Act.