EXHIBIT
10.1


ASSET PURCHASE AGREEMENT


 


DATED
AS OF APRIL 5, 2006


BY AND AMONG


TERRAWAVE SOLUTIONS, LTD.

AND


GIGAWAVE TECHNOLOGIES, LTD.


SELLERS


AND


TESSCO INCORPORATED


AND


GW SERVICE SOLUTIONS, INC.


PURCHASERS


AND


TESSCO TECHNOLOGIES INCORPORATED


GUARANTOR


 















 


 


TABLE OF CONTENTS


	
  

  	
   

  	
  Page

  
	
  Recitals

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  Article 1. Definitions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  Article 2. Terms of Purchase
  and Sale

  	
   

  	
  13

  
	
  Section 2.1: Purchase
  and Sale

  	
   

  	
  13

  
	
  Section 2.2: Excluded
  Assets

  	
   

  	
  14

  
	
  Section 2.3: Purchase
  Price and Payment

  	
   

  	
  15

  
	
  Section 2.4: Final
  Determination and Payment of Net Current Asset Value

  	
   

  	
  16

  
	
  Section 2.5: Assumed
  Liabilities and Retained Liabilities

  	
   

  	
  17

  
	
  Section 2.6: Recoupment
  of Prepaid Purchase Price

  	
   

  	
  19

  
	
  Section 2.7: Closing

  	
   

  	
  20

  
	
  Section 2.8: Purchase Price
  Allocation

  	
   

  	
  20

  
	
   

  	
   

  	
   

  
	
  Article 3. Contingent Purchase
  Price Payments

  	
   

  	
  21

  
	
  Section 3.1:
  Installment Payments

  	
   

  	
  21

  
	
  Section 3.2: NPC
  Earnout Payments

  	
   

  	
  21

  
	
  Section 3.3: Broadband
  NPC Payments

  	
   

  	
  22

  
	
  Section 3.4: Maximum
  Contingent Purchase Price Payments

  	
   

  	
  23

  
	
  Section 3.5: Officers’
  Certificates

  	
   

  	
  23

  
	
  Section 3.6: Payments

  	
   

  	
  23

  
	
   

  	
   

  	
   

  
	
  Article 4. Representations and
  Warranties of Sellers

  	
   

  	
  23

  
	
  Section 4.1: Power and
  Authority; Effect of Agreement

  	
   

  	
  23

  
	
  Section 4.2:
  Governmental Consents

  	
   

  	
  24

  
	
  Section 4.3: Litigation

  	
   

  	
  24

  
	
  Section 4.4: Title to
  Assets

  	
   

  	
  24

  
	
  Section 4.5: Inventory

  	
   

  	
  25

  
	
  Section 4.6: Accounts
  Receivable

  	
   

  	
  25

  
	
  Section 4.7: Accounts
  Payable

  	
   

  	
  25

  
	
  Section 4.8:
  Intellectual Property Rights

  	
   

  	
  25

  
	
  Section 4.9:
  Sufficiency and Condition of Assets

  	
   

  	
  26

  
	
  Section 4.10: Financial
  Statements

  	
   

  	
  26

  
	
  Section 4.11: Absence
  of Undisclosed Liabilities

  	
   

  	
  26

  
	
  Section 4.12: Absence
  of Certain Changes or Events

  	
   

  	
  26

  
	
  Section 4.13:
  Commitments

  	
   

  	
  27

  
	
  Section 4.14:
  Facilities Lease

  	
   

  	
  28

  
	
  Section 4.15:
  Transactions with Related Parties

  	
   

  	
  28

  
	
  Section 4.16:
  Compliance With Laws

  	
   

  	
  28

  
	
  Section 4.17: Taxes

  	
   

  	
  29

  
	
  Section 4.18:
  Environmental Matters

  	
   

  	
  29

  
	
  Section 4.19: Labor and Employment Matters

  	
   

  	
  30

  



 



 ii
 






 



 


	
  Section 4.20: Employee
  Benefit Plans

  	
   

  	
  30

  
	
  Section 4.21: Bulk
  Transfer Laws

  	
   

  	
  31

  
	
  Section 4.22: No
  Brokers or Finders

  	
   

  	
  31

  
	
  Section 4.23: No
  Material Misstatements or Omissions

  	
   

  	
  31

  
	
   

  	
   

  	
   

  
	
  Article 5. Representations and
  Warranties of Purchasers and TESSCO

  	
   

  	
  31

  
	
  Section 5.1: Power and
  Authority; Effect of Agreement

  	
   

  	
  31

  
	
  Section 5.2:
  Governmental Consents

  	
   

  	
  32

  
	
  Section 5.3: Litigation

  	
   

  	
  32

  
	
  Section 5.4: No Brokers
  or Finders

  	
   

  	
  33

  
	
  Section 5.5: No
  Material Misstatements or Omissions

  	
   

  	
  33

  
	
   

  	
   

  	
   

  
	
  Article 6. Additional Covenants
  of Sellers

  	
   

  	
  33

  
	
  Section 6.1: Cooperation
  by Sellers

  	
   

  	
  33

  
	
  Section 6.2: Interim
  Financial Statements

  	
   

  	
  33

  
	
  Section 6.3: Conduct of
  Business

  	
   

  	
  33

  
	
  Section 6.4: Access

  	
   

  	
  34

  
	
  Section 6.5: No
  Solicitation of Transactions

  	
   

  	
  34

  
	
  Section 6.6: Books and
  Records; Personnel

  	
   

  	
  35

  
	
  Section 6.7: Further Assurances

  	
   

  	
  35

  
	
  Section 6.8: Inventory
  Transition

  	
   

  	
  36

  
	
  Section 6.9: A/R and
  A/P Transition

  	
   

  	
  36

  
	
  Section 6.10: Tax
  Clearances

  	
   

  	
  36

  
	
  Section 6.11: Name
  Changes

  	
   

  	
  36

  
	
   

  	
   

  	
   

  
	
  Article 7. Additional Covenants
  of Purchasers and TESSCO

  	
   

  	
  36

  
	
  Section 7.1: Cooperation
  by Purchasers and TESSCO

  	
   

  	
  37

  
	
  Section 7.2: Books and
  Records; Personnel

  	
   

  	
  37

  
	
  Section 7.3:
  Maintaining Earn-out Opportunity

  	
   

  	
  37

  
	
  Section 7.4: Further
  Assurances

  	
   

  	
  37

  
	
   

  	
   

  	
   

  
	
  Article 8. Employee Matters

  	
   

  	
  38

  
	
  Section 8.1: Offers to
  Sellers’ Employees

  	
   

  	
  38

  
	
  Section 8.2: Preclosing
  Employee Expenses

  	
   

  	
  38

  
	
   

  	
   

  	
   

  
	
  Article 9. Conditions to
  Obligations of Purchasers and TESSCO

  	
   

  	
  38

  
	
  Section 9.1: Representations, Warranties and Covenants of Sellers

  	
   

  	
  38

  
	
  Section 9.2: No
  Prohibition

  	
   

  	
  38

  
	
  Section 9.3: Documents

  	
   

  	
  38

  
	
  Section 9.4: Employment
  Agreements

  	
   

  	
  38

  
	
  Section 9.5: Required
  Consents

  	
   

  	
  39

  
	
  Section 9.6: Tax
  Clearances

  	
   

  	
  39

  
	
  Section 9.7: Required
  SKU Information

  	
   

  	
  39

  
	
  Section 9.8: No Material Adverse Change

  	
   

  	
  39

  



 



 iii
 






 



 


	
  Article 10. Conditions to Obligations of Sellers

  	
   

  	
  39

  
	
  Section 10.1:
  Representations, Warranties and Covenants of Purchasers and TESSCO

  	
   

  	
  39

  
	
  Section 10.2: No
  Prohibition

  	
   

  	
  39

  
	
  Section 10.3: Documents

  	
   

  	
  39

  
	
  Section 10.4:
  Employment Agreements

  	
   

  	
  39

  
	
   

  	
   

  	
   

  
	
  Article 11. Termination Before
  Closing

  	
   

  	
  40

  
	
  Section 11.1:
  Termination

  	
   

  	
  40

  
	
  Section 11.2: Effect on
  Obligations

  	
   

  	
  40

  
	
   

  	
   

  	
   

  
	
  Article 12. Indemnification

  	
   

  	
  40

  
	
  Section 12.1:
  Indemnification by Sellers

  	
   

  	
  40

  
	
  Section 12.2:
  Indemnification by Purchasers and TESSCO

  	
   

  	
  41

  
	
  Section 12.3: Notice of
  Claims

  	
   

  	
  41

  
	
  Section 12.4:
  Third-Person Claims

  	
   

  	
  42

  
	
  Section 12.5: Time
  Limits on Assertion of Claims

  	
   

  	
  43

  
	
  Section 12.6:
  Limitations on Indemnification

  	
   

  	
  43

  
	
  Section 12.7: Express
  Negligence Acknowledgement

  	
   

  	
  44

  
	
   

  	
   

  	
   

  
	
  Article 13. Dispute Resolution

  	
   

  	
  45

  
	
  Section 13.1:
  Negotiation and Good-Faith Resolution

  	
   

  	
  45

  
	
  Section 13.2:
  Arbitration

  	
   

  	
  45

  
	
  Section 13.3:
  Injunctive Relief

  	
   

  	
  45

  
	
   

  	
   

  	
   

  
	
  Article 14. Miscellaneous

  	
   

  	
  45

  
	
  Section 14.1: Certain
  Rules of Construction

  	
   

  	
  45

  
	
  Section 14.2: Entire
  Agreement

  	
   

  	
  46

  
	
  Section 14.3:
  Successors and Assigns

  	
   

  	
  46

  
	
  Section 14.4:
  Modification and Waiver

  	
   

  	
  46

  
	
  Section 14.5: Expenses

  	
   

  	
  46

  
	
  Section 14.6:
  Third-Party Beneficiaries

  	
   

  	
  46

  
	
  Section 14.7: Notices

  	
   

  	
  47

  
	
  Section 14.8: Governing
  Law

  	
   

  	
  48

  
	
  Section 14.9: Public
  Announcements

  	
   

  	
  48

  
	
  Section 14.10:
  Counterparts

  	
   

  	
  48

  
	
   

  	
   

  	
   

  
	
  Exhibits:

  	
   

  	
   

  
	
  A — Assumption Agreement

  	
   

  	
   

  
	
  B — Bill of Sale and
  Instrument of Assignment

  	
   

  	
   

  
	
  C — Form of Copyright
  Assignment

  	
   

  	
   

  
	
  D —Employment Agreements:

  	
   

  	
   

  
	
  D-1 — Marco
  Employment Agreement

  	
   

  	
   

  



 



 iv
 






 



 


	
  D-2 — Burke Employment
  Agreement

  	
   

  	
   

  
	
  D-3 — Sablatura
  Employment Agreement

  	
   

  	
   

  
	
  D-4 — Snow
  Employment Agreement

  	
   

  	
   

  
	
  E — Assignment
  of Lease

  	
   

  	
   

  
	
  F — Definition
  of “Net Profit Contribution” and Related Terms

  	
   

  	
   

  
	
  G — Purchasers
  Certificate

  	
   

  	
   

  
	
  H — Sellers Certificate

  	
   

  	
   

  
	
  I —Trademark
  Assignments:

  	
   

  	
   

  
	
  I-1 — Assignment
  of TerraWave Trademark

  	
   

  	
   

  
	
  I-2 — Assignment
  of GigaWave Trademark

  	
   

  	
   

  
	
  Schedules:

  	
   

  	
   

  
	
  Schedule 1.98:
  Required Consents

  	
   

  	
   

  
	
  Schedule 2.2:
  Certain Excluded Assets

  	
   

  	
   

  
	
  Schedule 2.5(a):
  Certain Assumed Liabilities

  	
   

  	
   

  
	
  Schedule 2.5(c):
  Certain Retained Liabilities

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Disclosure Schedule

  	
   

  	
   

  



 



 v















 


ASSET PURCHASE AGREEMENT


THIS ASSET PURCHASE AGREEMENT is made as of the 5th day of April, 2006, by and among TERRAWAVE SOLUTIONS, LTD., a Texas limited partnership (“TerraWave”), and GIGAWAVE TECHNOLOGIES, LTD., a Texas limited partnership (“GigaWave”) (each “Seller” and together “Sellers”);
TESSCO INCORPORATED, a
Delaware corporation (“TESSCO
Inc.”), and GW SERVICE SOLUTIONS,
INC., a Delaware corporation (“GSS”) (each “Purchaser” and together “Purchasers”), and
TESSCO TECHNOLOGIES INCORPORATED, a Delaware corporation (“TESSCO”).


Recitals


A.            TerraWave is a value-added
distributor and manufacturer specializing in providing 2.4 GHz and 5 GHz
wireless local area network (“WLAN”)
solutions to resellers and end users. GigaWave is a provider of innovative
training services, curriculum development, and certification programs for the
WLAN industry. The sole general partner of TerraWave and GigaWave is CCCS
Management, LLC, a Texas limited liability company, which in turn is owned by
Christopher N. Marco (“Marco”), Carter
J. Burke (“Burke”), Charles A. Sablatura (“Sablatura”), and Stephen R. Snow (“Snow”)
(each a “Key Executive”). All of the limited
partnership interests in TerraWave and GigaWave are owned by the Key
Executives.


B.            Sellers desire to sell and transfer
to Purchasers, and Purchasers desire to purchase and acquire from Sellers,
substantially all of the assets used in the businesses currently conducted by
Sellers (the “Acquired Businesses”)
on the terms and subject to the conditions set forth herein. In particular, TESSCO Inc. wishes to acquire
substantially all of the assets used in the businesses currently conducted by
TerraWave, and GSS wishes to acquire substantially all of the assets used in
the businesses currently conducted by GigaWave.


C.            TESSCO
Inc. is a wholly-owned subsidiary of TESSCO,
and GSS is an indirect, wholly-owned subsidiary of TESSCO. Accordingly, TESSCO
will derive a substantial economic benefit from the transaction. TESSCO has, therefore, guaranteed the
obligations of Purchasers hereunder pursuant to a Guaranty Agreement of even
date herewith (the “TESSCO
Guaranty”).


NOW, THEREFORE,
in consideration of the foregoing premises and the mutual representations,
warranties, covenants, and agreements hereinafter set forth, and other good and
valuable consideration the receipt and sufficiency of which the parties hereby
acknowledge, the parties intending to be legally bound hereby agree as follows:


Article 1.       Definitions.


As
used in this Agreement, the following terms have the meanings ascribed to them
in this Article:


1.1           “AAA” has the
meaning ascribed to it in section 13.2.









 



1.2           “Accounts
Receivable” means all trade accounts receivable of either Seller
(regardless of age) relating to the Acquired Business, other than accounts
receivable owing by any employee, officer, director, or partner of either
Seller.


1.3           “Accrued Vacation Expense”
means vacation pay accrued as of the
Closing Date to Hired Employees to the extent set forth in a separate schedule
agreed upon between Sellers and Purchasers.


1.4           “Acquired
Assets” has the meaning ascribed to it in section 2.1.


1.5           “Acquired
Businesses” has the meaning ascribed to it in the Recitals.


1.6           “Affiliate”
of a person means (i) any other person who, directly or indirectly, Controls,
or is Controlled by, or is under common Control with, such person or (ii) in
the case of an individual, any other individual related by blood, marriage, or
adoption to such individual.


1.7           “Agreement”
means this Agreement, including the Disclosure Schedule and all exhibits, schedules,
and annexes hereto or thereto, as the same may from time to time be amended or
modified by agreement of all of the parties.


1.8           “Assumed
Liabilities” has the meaning ascribed to it in section 2.5(a).


1.9           “Assumption
Agreement” means the Assumption Agreement by Purchasers relating to
the Assumed Liabilities in the form attached hereto as Exhibit A.


1.10         “Base Amount”
has the meaning ascribed to it in section 2.3.


1.11         “Base Broadband NPC”
has the meaning ascribed to it in section 3.3(b).


1.12         “Bill
of Sale” means the Bill of Sale and Instrument of Assignment in the
form attached hereto as Exhibit
B.


1.13         “Books
and Records” means all of the following (whether in written,
electronic, or other form): (i) all books, records, files, information, and data
arising out of or relating to any of the Acquired Businesses or any of the
Acquired Assets (other than items constituting Retained Books and Records),
including all lists of and information concerning past and present customers
and suppliers, all mailing lists, all vendor contracts and records, and all
product plans and specifications and other information concerning products
(whether existing or currently planned or under development), and (ii) copies
of personnel records and files relating to employees of either Seller who are
hired by Purchasers or TESSCO as contemplated by section 8.1.



 2
 






 



1.14         “Broadband Business”
means TESSCO’s existing broadband
business as such business is conducted after the Closing Date.


1.15         “Broadband NPC”
for any period means Net Profit Contribution derived for such period from the
Broadband Business.


1.16         “Broadband NPC Payment”
has the meaning ascribed to it in section 3.3(a).


1.17         “Bulk
Transfer Laws” has the meaning ascribed to it in section 4.21.


1.18         “Business
Day” means any day other than a (i) Saturday, (ii) Sunday or (iii)
day on which banks in Baltimore, Maryland or San Antonio, Texas are required to
be closed.


1.19         “Claim
Expenses” means any and all expenses reasonably incurred in
connection with investigating, defending, or asserting any claim, action, suit,
or proceeding incident to any matter indemnified against hereunder (including
court filing fees, court costs, arbitration fees or costs, witness fees, and
reasonable fees and disbursements of legal counsel, investigators, expert
witnesses, consultants, accountants, and other professionals).


1.20         “Claim
Notice” has the meaning ascribed to it in section 12.3(a).


1.21         “Claim
Rights” means, collectively, all causes of action, judgments,
claims, indemnity rights, or similar rights (including rights arising under
express or implied warranties with respect to Inventory or Equipment acquired
by Purchasers hereunder) that arise out of or otherwise relate to any of the
Acquired Businesses or the Contract Rights or other Acquired Assets (but
excluding any such cause of action, judgment, claim, indemnity right, or
similar right to the extent that it relates to the Excluded Assets or the
Retained Liabilities). “Claim Rights” expressly includes all Sparco Claim
Rights to the extent that such rights are based on actions by any of the Sparco
Parties taken or occurring on or after the Closing Date.


1.22         “Closing”
means the closing of the transactions contemplated by this Agreement, as
described in section 2.6.


1.23         “Closing
Date” means the date on which Closing occurs as provided in section 2.6.


1.24         “Closing
Date A/P Report” has the meaning ascribed to it in section 4.7.


1.25         “Closing
Date A/R Report” has the meaning ascribed to it in section 4.6.



 3
 






 



1.26         “Closing
Date Inventory Report” has the meaning ascribed to it in section 4.5.


1.27         “Closing
Date Payment” has the meaning ascribed to it in section 2.3(a).


1.28         “Closing
Document” means any of (i) the Assumption Agreement, (ii) the Bill
of Sale, (iii) the Copyright Assignments, (iv) the Employment Agreements, (v)
the Lease Assignment, (vi) the Trademark Assignments, (vii) the Purchasers
Certificate, or (viii) the Sellers Certificate, and “Closing Documents” means all of the foregoing.


1.29         “Code”
means the Internal Revenue Code of 1986, as amended.


1.30         “Combined
NPC” for any period means the sum of Private Brand NPC, Wi-Fi NPC,
and Training NPC for such period.


1.31         “Commercially Reasonable
Efforts” means efforts that a reasonable business person desirous of
achieving a result would use in similar circumstances to achieve that result as
expeditiously as possible; provided, however, such efforts will not be deemed
to require a person to undertake extraordinary or unreasonable measures,
including the payment of amounts in excess of normal and usual filing fees,
processing fees, or other payments with respect to any contract, agreement, or
legally binding commitment or contractual obligation that are significant in
the context of such contract, agreement, or legally binding commitment or contractual
obligation.


1.32         “Commitment”
means any contract, agreement, or legally binding commitment or contractual
obligation (whether or not in writing) or any lease of real or personal
property, including any and all amendments to any of the foregoing, to which
either Seller is a party, or by which either Seller or any of the Acquired
Assets is bound, that relates to or affects the Acquired Businesses or the
Acquired Assets, including the Facilities Lease, Customer Contracts, Supplier
Contracts, the Equipment Leases, the License Agreements, and contracts with and
commitments to any of either Seller’s employees.


1.33         “Confidentiality
Agreement” means the Reciprocal Confidentiality Agreement dated
March 23, 2005 between Sellers and TESSCO.


1.34         “Contamination”
means the emission, discharge, or release, or threatened emission, discharge,
or release, of any Hazardous Substance to, on, onto, or into the environment
and the effects of such emission, discharge, release, or threatened emission,
discharge, or release, including the presence, existence, or threat of any such
Hazardous Substance.


1.35         “Contract
Rights” means all rights of either Seller (including rights to or in
respect of any deposits, prepayments, or advances) arising out of: (i) Customer
Contracts, Supplier Contracts, the Facilities Lease, the Equipment Leases, and
the License Agreements; (ii) any nondisclosure, nonsolicitation, ownership of
inventions, or similar



 4
 






 



agreement with any Hired Employee; (iii) any other
nondisclosure or confidentiality agreement relating to proprietary or other
information of either Seller; or (ii) any other contract with a third party to
the extent that the liabilities and obligations under such other contract are
among the Assumed Liabilities.


1.36         “Control”
(including its use in the terms “Controlling,” “Controlled by,” and “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 shares, by contract, or otherwise.


1.37         “Copyright
Assignments” means the assignments of the copyrights identified in
the Disclosure Schedule in the form attached hereto as Exhibit C.


1.38         “Customer
Contract” means any purchase order or other contract for the sale of
Inventory, products, goods, or services entered into by either Seller in the
ordinary course of the Acquired Businesses to the extent unfilled as of the
Closing Date, whether or not entered on the books and records of either Seller,
other than a purchase order or contract (if any) that constitute an Excluded
Asset.


1.39         “Disclosible Commitment”
has the meaning ascribed to it in section 4.13.


1.40         “Disclosure
Schedule” means the Disclosure Schedule, dated as of the date of
this Agreement, delivered to Purchasers by Sellers in connection with this
Agreement.


1.41         “Earnout Period”
means one of the four (4) successive periods of twelve (12) consecutive Fiscal
Months the first of which periods begins on the first day of the first Fiscal
Month beginning on or after the Closing Date.


1.42         “Employee Benefit Plan”
means an Employee Pension Plan, an Employee Welfare Plan, or an Other Employee
Plan or Arrangement.


1.43         “Employee
Pension Plan” means any plan, fund, program, or arrangement
established or maintained by an employer that provides or is intended to
provide retirement income to employees or their beneficiaries.


1.44         “Employee
Welfare Plan” means any plan, fund, program, or arrangement
established or maintained by an employer that provides or is intended to
provide to its participants or their beneficiaries, through the purchase of
insurance or otherwise, medical, surgical, accident, sickness, disability,
death, unemployment, or vacation benefits; apprenticeship or other training
programs; day care centers or other childcare services; scholarship funds or
other education benefits; prepaid legal services; or any other fringe benefit.


1.45         “Employment Agreement”
means any of the Employment Agreements with Marco, Burke, Sablatura, and Snow
in substantially the form of Exhibits D-1,
D-2, D-3,
and D-4, respectively.



 5
 






 



1.46         “Encumbrance”
means any lien (statutory or otherwise), claim, charge, security interest,
mortgage, deed of trust, pledge, hypothecation, assignment, conditional sale or
other title retention agreement, preference, priority, or other security
agreement or preferential arrangement of any kind or nature, or any defect in
title or other encumbrance of any kind.


1.47         “Environmental
Laws” means, collectively, any and all laws, ordinances, rules, regulations,
and orders currently in effect of any Governmental Authority relating to
Hazardous Substances, Contamination, protection of the environment, or
protection of human health and safety.


1.48         “Environmental
Matter” means any matter arising out of or relating to occupational
or human health and safety, pollution, Contamination that exceeds applicable
cleanup standards or remediation thresholds, Environmental Laws, compliance
with Environmental Laws or protection of the environment (indoor or outdoor), including
any of the foregoing relating to the presence, use, production, generation,
handling, transport, management, treatment, storage, disposal, distribution,
discharge, release, migration, control, or cleanup of, or exposure to, any
Hazardous Substance or Hazardous Substance-containing material.


1.49         “Environmental
Permit” means any permit, license, registrations, or authorization
required by applicable Environmental Laws in order to use the Facilities or any
of the Acquired Assets or to operate an of the Acquired Businesses as currently
operated by either Seller.


1.50         “Equipment”
means all items of equipment (including training equipment) and other tangible
personal property, other than Inventory, owned by either Seller and used in or
useful to any of the Acquired Businesses, other than items (if any) that
constitute Excluded Assets.


1.51         “Equipment
Leases” means the leases of personal property used in the Acquired
Businesses identified as such in the Disclosure Schedule, other than those (if
any) that constitute Excluded Assets.


1.52         “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


1.53         “ERISA
Affiliate” means any entity that is a member of the “controlled
group,” as defined in section 4001(a)(14) of ERISA, that includes Seller.


1.54         “Estimated Net Current
Asset Value Payment” has the meaning ascribed to it in section 2.3(a).


1.55         “Excluded
Asset” and “Excluded Assets”
have the meaning ascribed to them in section 2.2.



 6
 






 



1.56         “Facilities”
means the real property and improvements thereon located at 10521 Gulfdale, San
Antonio, Texas 78216 which are leased to Seller pursuant to the Facilities
Lease.


1.57         “Facilities
Lease” means the Commercial Lease (and Addendum thereto) dated
September 27, 2001 by and between Tuleta C. White as Lessor and GigaWave as
Lessee, as amended by an Amendment dated December 28, 2001, a Second Amendment
dated January 30, 2002, and a Third Amendment dated February 15, 2002, the term
of which Commercial Lease has been extended through November 30, 2008 pursuant
to written notice from GigaWave to Lessor dated September 1, 2005.


1.58         “Financial
Statements” means any of the Unaudited Statements or any of the
Interim Statements.


1.59         “Fiscal Month,” “Fiscal Quarter,” or “Fiscal Year”
means a fiscal month, fiscal quarter, or fiscal year, respectively, of TESSCO.


1.60         “FY2007,” “FY2008,” FY2009,” and “FY2010” mean TESSCO’s
Fiscal Years ending April 1, 2007; March 30, 2008; March 29, 2009; and March
28, 2010; respectively.


1.61         “GAAP”
means United States generally accepted accounting principles: (i) with respect
to the financial statements of Purchasers or TESSCO as consistently applied by
TESSCO and (ii) with respect to the financial statements of either Seller as
consistently applied by Sellers in the preparation of their financial
statements.


1.62         “GigaWave Trademark”
means the service mark “GigaWave Technologies” registered on the Principal
Register of the United States Patent and Trademark Office (Registration No.
2,512,492).


1.63         “Governmental
Authority” means any nation, including the United States of America,
or any state or other political subdivision, or any agency, instrumentality,
court, or other body thereof, exercising executive, legislative, judicial,
regulatory, or administrative authority.


1.64         “Gross Earnout Amount”
has the meaning ascribed to it in section 3.2(a).


1.65         “Hazardous
Substance” means any element, substance, compound, or mixture,
whether solid, liquid, or gaseous: (i) that is subject to regulation by any
Governmental Authority pursuant to one or more Environmental Laws or (ii) the
presence, existence, or threat of which can give rise to a claim or liability
under one or more Environmental Laws.


1.66         “Hired Employee”
means any employee of either Seller (other than a Key Executive) who is offered
and accepts employment with TESSCO
as contemplated by section 8.1.



 7
 






 



1.67         “Indemnitee”
has the meaning ascribed to it in section 12.3(a).


1.68         “Indemnitor”
has the meaning ascribed to it in section 12.3(a).


1.69         “Installment
Payment” has the meaning ascribed to it in section 3.1.


1.70         “Intellectual
Property Right” means any of the following that is owned by either
Seller or used by either Seller in the operation of any of the Acquired
Businesses: (i) any United States or foreign patent, patent right, or copyright
(whether or not registered), (ii) any trademark, service mark, or trade name
(whether or not registered), including the GigaWave Trademark, the TerraWave
Trademark, and the rights to use the names “GigaWave” and “TerraWave,” (iii)
any Internet domain name, (iv) rights in and to customer and supplier lists and
information (whether in written or electronic form), or (v) any right in
respect of information that is protectible from unauthorized use or disclosure
as a trade secret under federal or state law, other than any of the foregoing
that constitutes an Excluded Asset.


1.71         “Interim
Statements” has the meaning ascribed to it in section 4.10.


1.72         “Inventory”
means, collectively, all inventories of products owned by either Seller that
are held for resale and all parts, supplies, and packaging material owned by
either Seller that are held for use or consumption in the operation of any of
the Acquired Businesses by either Seller, including quantities that are excess
to the reasonably anticipated needs of the Acquired Businesses, other than
those (if any) that constitute Excluded Assets.


1.73         “IRS”
means the Internal Revenue Service.


1.74         “Key
Executive” has the meaning ascribed to it in the Recitals.


1.75         “Lease Assignment”
means the assignment of the Facilities Lease in substantially the form the
Assignment of Lease attached hereto as Exhibit E.


1.76         “Leasehold Improvements”
means all leasehold improvements to the Facilities to the extent of any
interest therein of either Seller, whether or not the same are reflected in any
of the Financial Statements.


1.77         “License
Agreements” means the software license agreements and other licenses
of tangible and intangible property to which either Seller is a party used in
or relating to any of the Acquired Businesses and identified as such in the
Disclosure Schedule, other than those (if any) that constitute Excluded Assets.


1.78         “Litigation”
means any action or proceeding in any court or before any other Governmental
Authority or any arbitration or similar proceeding.



 8
 






 



1.79         “Loss”
or “Losses” means each and all of
the following: claims, demands, losses, liabilities, damages, judgments, fines,
penalties, and awards and all Claim Expenses incurred in connection therewith.


1.80         “Material
Adverse Effect” means a material adverse effect (i) on the assets,
financial condition, operating results, or business of Sellers (to the extent
relating to any of the Acquired Businesses or Acquired Assets), considered as a
single enterprise, or (ii) on Purchasers’ operation of the Acquired Businesses
or use of the Acquired Assets after the Closing Date, excluding in any case (1)
any change in general economic, regulatory, public safety, or political
conditions or changes that affect generally the industries in which the
Acquired Businesses are operated and (2) any change resulting from compliance
by either Seller with the terms of or the taking of any action contemplated or
permitted by this Agreement or any of the Closing Documents.


1.81         “Net Current Asset Value” means the sum of
the following (without duplication) as of the Closing Date:


(a)           the amount of cash and cash
equivalents (if any) transferred by either Seller to Purchasers on the Closing
Date; plus


(b)           the value of the Inventory
transferred to Purchasers as finally determined in accordance with section 2.4;
plus


(c)           the total amount of the Accounts
Receivable transferred to Purchasers as finally determined in accordance with
section 2.4; plus


(d)           the total amount of prepaid expenses,
security deposits, and other current assets on the books of either Seller as
agreed to between Purchasers and Sellers on or before the Closing Date and as
finally determined in accordance with section 2.4; minus


(e)           the sum of: (i) Sellers’ accounts
payable as reflected in the Closing Date A/P Report (except to the extent that
any of such accounts payable constitute Retained Liabilities); (ii) Purchasers’
reasonable estimate of any other accounts payable of Sellers arising in the
Ordinary Course of Business within the thirty (30) days preceding the Closing
Date for which invoices have not been received in sufficient time to be
included in the Closing Date A/P Report (except to the extent that any of such
accounts payable constitute Retained Liabilities); (iii) without duplication,
the total amount of all other liabilities of either Seller that are included in
the Assumed Liabilities, including Accrued Vacation Expense and those
liabilities (if any) specifically identified in Schedule 2.5(a) (but
excluding the costs of satisfying Warranty Obligations, which shall be taken
into account in determining Net Profit Contribution).


1.82         “Net
Profit Contribution” for any period means Net Profit Contribution
for such period determined in accordance with TESSCO’s
normal accounting policies and procedures consistent with the provisions of Exhibit F.
Notwithstanding any contrary provision of Exhibit F, in determining “Net Profit
Contribution” in no event shall any



 9
 






 



deduction be made for any reason whatsoever: (1) with
respect to any broker’s fee payable by Purchasers or TESSCO; (2) any
amortization or expense for goodwill acquired pursuant to this Agreement or
incident to any other acquisition; (3) any intercompany charges, including any
interest on funds lent by TESSCO or any of its Affiliates to either Purchaser; (4)
the Closing Date Payment; (5) any amount for which either Purchaser or TESSCO
is in fact indemnified by either Seller pursuant to the provisions of Article
12; or (6) any other amounts that any other provision of this Agreement
(including Exhibit F)
specifies shall not be deducted in computing Net Profit Contribution.


1.83         “Net Tangible Asset Value”
means the book value net of depreciation and amortization, determined as of the
Closing Date (or such other convenient date as is agreed upon in writing by Sellers
and Purchasers) in a manner consistent with the accounting methods heretofore
used by Sellers, of all tangible personal property  owned by either Seller as of the Closing Date
and otherwise included in the Acquired Assets (including Leasehold Improvements,
except that all prior amortization of the cost thereof shall be recomputed
using a useful life of ten (10) years).


1.84         “NPC Earnout Payment”
has the meaning ascribed to it in section 3.2(a).


1.85         “Ordinary
Course of Business” means any action taken by a person if that
action is consistent in nature, scope, and magnitude with past practices of
such person, is taken in the ordinary course of the normal day-to-day
operations of such person, and, in the case of a corporation or other entity,
does not require the authorization of the board of directors (or comparable
governing body) or shareholders (or comparable equity owners) of such person.


1.86         “Other
Employee Plan or Arrangement” means any guaranteed annual income
plan, fund, or arrangement, or any incentive, bonus, profit-sharing, deferred
compensation, stock or other equity option or purchase plan or agreement or
arrangement, any severance or termination pay plan or policy, or any other plan
for the benefit of all or any of an employer’s employees, but excluding an
Employee Welfare Plan and an Employee Pension Plan.


1.87         “Permit”
means any permit, license, or authorization, including an Environmental Permit,
issued by any Governmental Authority.


1.88         “Permitted
Encumbrance” means: (a) Encumbrances for Taxes, fees, levies,
duties, or other governmental charges of any kind (i) that are being contested
in good faith by appropriate proceedings and for which appropriate reserves
have been established and are reflected in the Financial Statements or (ii) that
are not yet due or delinquent; and (b) purchase money liens, liens securing
rental payments under capital lease arrangements, mechanics, materialmen’s
liens and similar liens, and other liens arising in the Ordinary Course of
Business that secure an obligation (other than an obligation for borrowed
money) that is included among the Assumed Liabilities and is disclosed as such
in the Disclosure Schedule.



 10
 






 



1.89         “Person”
or “person” includes an
individual, corporation, partnership, limited liability company, or other
entity.


1.90         “Prepaid Purchase Price”
has the meaning ascribed to it in section 2.3.


1.91         “Private Brand Business”
means TerraWave’s business of selling and distributing products manufactured by
or for TerraWave for marketing under the TerraWave brand name (or any successor
brand name that may hereafter be used by either Purchaser or by TESSCO for marketing such products) as
such business continues to be conducted after the Closing Date.


1.92         “Private Brand NPC”
for any period means Net Profit Contribution derived for such period from the
Private Brand Business.


1.93         “Proposal”
has the meaning ascribed to it in section 6.5(a).


1.94         “Purchase
Price” has the meaning ascribed to it in section 2.3.


1.95         “Purchase
Price Allocation” has the meaning ascribed to it in section 2.8.


1.96         “Purchasers Certificate” means a certificate
of Purchasers and TESSCO, dated as of the Closing Date and signed by duly
authorized officers of Purchasers and TESSCO, certifying to the fulfillment of
the conditions and other matters set forth in section 10.1 in substantially the
form attached hereto as Exhibit
G.


1.97         “Representative”
has the meaning ascribed to it in section 6.5.


1.98         “Required
Consents” means: (i) written consent of the Landlord under the
Facilities Lease to the assignment by GigaWave of the Facilities Lease pursuant
to and on the terms contained in the Lease Assignment or as may otherwise be
acceptable to Purchasers; (ii) written consents by all parties other than
Sellers to the assignment of the contracts identified in Schedule 1.98;
and (iii) any other consent of any Governmental Authority or other third party
necessary for the consummation of the transactions contemplated hereby or the
transfer of any of the Acquired Assets the absence of which would have a
Material Adverse Effect.


1.99         “Required SKU Information”
has the meaning ascribed to it in section 6.8.


1.100       “Retained
Books and Records” means, collectively: (i) all books, records,
files, and data (whether in written, electronic, or other form) to the extent
arising out of and relating exclusively to any of the Excluded Assets or
Retained Liabilities or to Sellers’ policies or procedures that are not
applicable to any of the Acquired Businesses; (ii) all minute books and other
partnership records, and (iii) all records of either Seller relating to
federal, state, or local Taxes.



 11
 






 



1.101       “Retained
Liabilities” has the meaning ascribed to it in section 2.5(c).


1.102       “Sellers
Certificate” means a certificate of Sellers, dated as of the Closing
Date and signed by each of the Sellers, certifying to the fulfillment of the
conditions and other matters set forth in section 9.1 in substantially the form
attached hereto as Exhibit
H.


1.103       “Sellers’
Knowledge” means the actual knowledge after reasonable inquiry of
Marco, Burke, Sablatura, or Snow.


1.104       “Sparco Claim Rights”
means includes all rights (but none of the obligations) of either Seller
arising out of or relating to the Settlement Agreement and Release of Claims
among Sellers and the Sparco Parties and the related Agreed Permanent
Injunction entered on or about June 9, 2004, in Cause No. 2004CI05111 by the
District Court for Bexar County, Texas.


1.105       “Sparco Parties”
means Sparco Technologies, Inc., David R. Dullnig, and Christopher F. Cooke.


1.106       “Supplier
Contract” means any purchase order or other contract for the
purchase or acquisition of Inventory, products, goods, or services relating to
any of the Acquired Businesses entered into by either Seller in the Ordinary
Course of Business to the extent unfilled as of or providing for the delivery
or rendering of such Inventory, products, goods, or services after the Closing
Date, whether or not entered on the books and records of either Seller, other
than a purchase order or contract that constitutes an Excluded Asset.


1.107       “Tax”
means any federal, state, local, or foreign income, gross receipts, franchise,
estimated, alternative minimum, add-on minimum, sales, use, transfer,
registration, value added, excise, natural resources, severance, stamp,
occupation, premium, windfall profit, customs duty, real property, personal
property, capital stock, social security, unemployment, disability, payroll,
license, employee or other withholding, or other tax, of any kind whatsoever,
and including any interest, penalties or additions to tax on or with respect to
any of the foregoing.


1.108       “TESSCO
Guaranty” has the meaning ascribed to it in the Recitals.


1.109       “TerraPoints Liability”
means Sellers’ obligations in respect of Sellers’ “TerraPoints” incentive
program.


1.110       “TerraWave Trademark”
means the service mark “TerraWave Solutions” registered on the Principal
Register of the United States Patent and Trademark Office (Registration No.
2,835,977).


1.111       “Trademark
Assignments” means the assignments of the TerraWave Trademark and
the GigaWave Trademark in the form attached hereto as Exhibit I.



 12
 






 



1.112       “Training Business”
means GigaWave’s business of providing wireless- and broadband-related training
services, logistics support, curriculum development, and certification programs
(and any other similar services that Purchasers or TESSCO may hereafter determine to offer under the GigaWave
name), as such business continues to be conducted after the Closing Date.


1.113       “Training NPC”
for any period means Net Profit Contribution derived for such period from the
Training Business.


1.114       “Unaudited
Statements” has the meaning ascribed to it in section 4.10.


1.115       “Warranty Obligations”
has the meaning ascribed to it in section 2.5(a)(vi).


1.116       “Wi-Fi Business”
means Sellers’ non-private-label distribution business, including the
distribution and sale of Wi-Fi and wireless products xxx xxxxxxxxxxx xxxxxxxxxx
xxxxxx xxxxxxxx xxx xxxxxxxxx xxx xxxxxxxxxxxx xx xxxx xx xxxxxxxxxxxx-xxxxx
xxxxxxx xxxxxxxx xx xxxxxxxxx xx xxxxxx, as such business continues to be
conducted after the Closing Date.


1.117       “Wi-Fi NPC” for
any period means Net Profit Contribution derived for such period from the Wi-Fi
Business.


1.118       “WLAN”
has the meaning ascribed to it in the Recitals.


Article 2.       Terms
of Purchase and Sale.


2.1           PURCHASE
AND SALE. AT THE CLOSING, ON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH
IN THIS AGREEMENT, SELLERS SHALL SELL, CONVEY, TRANSFER, ASSIGN, AND DELIVER TO
PURCHASERS, AND PURCHASERS SHALL PURCHASE AND ACQUIRE FROM SELLERS, ALL OF
SELLERS’ RIGHT, TITLE, AND INTEREST IN AND TO THE FOLLOWING (COLLECTIVELY, THE “ACQUIRED ASSETS”), WHICH ACQUIRED
ASSETS SHALL BE CONVEYED, TRANSFERRED, AND ASSIGNED TO TESSCO INC. OR TO GSS, AS THE CASE MAY BE, AS SET FORTH IN THE
BILL OF SALE:


(a)           all shares of stock, securities, or
investment assets owned by or held for the benefit of either Seller on the
Closing Date to the extent included in Net Current Asset Value;


(b)           the Accounts Receivable, as reflected
in the Closing Date A/R Report;


(c)           the Inventory, as reflected in the
Closing Date Inventory Report (including items of Inventory ordered but not yet
received as of the Closing Date to the extent of any estimates thereof included
in the Closing Date Inventory Report);


(d)           the Equipment;



 13
 






 



(e)           the Leasehold Improvements;


(f)            the Contract Rights;


(g)           the Claim Rights (provided, however, that Purchasers shall be solely
responsible for the costs and expenses, of litigation or otherwise, that are
incurred in Purchasers’ enforcement of any Claim Rights, including the Sparco
Claim Rights, so assigned to Purchasers);


(h)           the Intellectual Property Rights;


(i)            the Books and Records (provided, however, that Sellers shall be
entitled to keep copies of financial books and records and personnel records
and files);


(j)            the benefit of all rent, property
taxes, and other expenses and deposits paid in advance of the Closing Date to
the extent relating to periods after the Closing Date;


(k)           all sales and promotional literature,
office supplies, and other consumable supplies;


(l)            all Permits of or relating to any of
the Acquired Businesses; and


(m)          all goodwill of Sellers associated
with the Acquired Businesses and the Acquired Assets.


2.2           Excluded
Assets. Notwithstanding anything in section 2.1 or any other
provision of this Agreement to the contrary, the Acquired Assets shall not be
deemed to include any of the following (each an “Excluded Asset” and together the “Excluded Assets”):


(a)           any Accounts Receivable not reflected
in the Closing Date A/R Report;


(b)           any items of Inventory not reflected
in the Closing Date Inventory Report;


(c)           all accounts receivable, notes
receivable, and other obligations owing by either Seller to the other or by any
employee, officer, director, or equity owner of either Seller, or any Affiliate
of either Seller;


(d)           the Retained Books and Records;


(e)           all rights of Sellers under this
Agreement, the TESSCO Guaranty, or
any of the Closing Documents;



 14
 






 



(f)            any insurance policies maintained by
either Seller or rights or claims thereunder;


(g)           any tort claims or similar rights
arising out of acts or occurrences before the Closing Date;


(h)           all Sparco Claim Rights to the extent
that such rights are based on actions by any of the Sparco Parties taken or
occurring before the Closing Date, including awards of damages, reimbursements
of fees and expenses, and settlement awards that pertain to such Sparco Claim
Rights;


(i)            any and all rights to the extent
arising out of or relating to one or more of the Excluded Assets or Retained
Liabilities, including amounts due to either Seller as reimbursement under any
of Sellers’ Employee Benefit Plans;


(j)            the other items (if any) listed on Schedule
2.2;


(k)           all rights to refunds, credits, or
overpayments with respect to Taxes paid or accrued by either Seller and all
other payments or deposits made by either Seller in respect of Taxes, but only
to the extent that the liability for such Taxes is not an Assumed Liability;
and


(l)            all rights under any contract,
agreement, guaranty, or arrangement not otherwise included herein as an
Excluded Asset between either Seller and any Affiliate of either Seller or any
officer, director, employee, or partner of either Seller.


2.3           Purchase
Price and Payment. The purchase price for the Acquired Assets
(the “Purchase Price”) shall be
the sum of the following amounts: (i) Two Million Dollars ($2,000,000) (the “Base Amount”), of which One Million Five
Hundred Thousand Dollars ($1,500,000) (the “Prepaid
Purchase Price”) constitutes a prepayment of other amounts owing to
Sellers hereunder to be recouped as provided in section 2.6; (ii) an amount
equal to the Net Current Asset Value; (iii) an amount equal to the Net Tangible
Asset Value; (iv) the Installment Payments payable under section 3.1; (v) the
NPC Earnout Payments payable under section 3.2; (vi) the Broadband NPC Payments
payable under section 3.3; and (vii) the total amount of the Assumed
Liabilities assumed under section 2.5(a). The Purchase Price shall be paid as
follows:


(a)           Amount Due at Closing. On the
Closing Date, Purchasers shall pay to Sellers (by wire transfer of immediately
available funds to an account or accounts designated by Sellers) the sum of the
following amounts (together, the “Closing Date Payment”):
(i) the Base Amount plus (ii) ninety percent (90%) of Net Current Asset Value
as reasonably estimated by Purchasers in consultation with Sellers as of the
Closing Date (the “Estimated Net Current
Asset Value Payment”), which estimate of Net Current Asset Value
shall, in the case of Inventory, be based on the lower of Sellers’ cost or TESSCO’s cost as reflected in the Closing
Date Inventory Report, plus (iii) Net Tangible Asset Value.



 15
 






 



(b)           Balance of Net Current Asset Value.
The balance of the Net Current Asset Value shall be determined and paid to
Sellers as provided in section 2.4.


(c)           Contingent Payments. Subject to the satisfaction of the
conditions therein specified, Purchasers shall pay to Sellers the
Installment Payments provided for in section 3.1, the NPC Earnout Payments
provided for in section 3.2, and the Broadband NPC Payments provided for in
section 3.3, in each case as and when due under Article 3 (all of which
obligations shall be guaranteed by TESSCO as provided in the TESSCO Guaranty).


(d)           Assumption of Certain Liabilities.
On the Closing Date, Purchasers shall assume the Assumed Liabilities as set
forth in section 2.5 and shall execute and deliver the Assumption Agreement in
confirmation thereof (which assumption obligations shall be guaranteed by
TESSCO as provided in the TESSCO Guaranty).


2.4           Final Determination and Payment of Net Current
Asset Value.


(a)           Not later than one (1) month after
the last day of FY2007, Purchasers shall furnish to Sellers in writing its
determination of Net Current Asset Value based on (i) actual sales of the
Inventory during FY2007 (net of returns and allowances), (ii) actual
collections of the Accounts Receivable during FY2007, (iii) the amount of
prepaid expenses and other current assets as of the Closing Date the value of
which is actually realized after the Closing Date, and (iv) the actual amount
of accounts payable and other Assumed Liabilities as of the Closing Date (at
face value and without regard to any discounts or other accommodations
subsequently negotiated with the obligees of such accounts payable and other Assumed
Liabilities), together with such supporting information and materials as
Sellers may reasonably request. If Sellers object to such determination,
Sellers shall notify Purchasers of such objection and the grounds therefor
within ten (10) days of receiving Purchasers’ determination, and Sellers and
Purchasers shall thereafter work together to resolve such objections in a
timely manner.


(b)           Any disputes regarding the
determination of Net Current Asset Value that cannot be resolved informally as
contemplated by subsection (a) shall be resolved in accordance with Article 13.


(c)           If Sellers have no objections to
Purchasers’ determination or do not timely notify Purchasers of any objections,
then the amount shown in Purchasers’ determination shall constitute Net Current
Asset Value. If Sellers timely notify Purchasers of one or more objections,
then the amount finally agreed upon by the parties or determined in accordance
with Article 13 shall constitute Net Current Asset Value.


(d)           Not
later than twenty (20) days after Net Current Asset Value has been finally
determined as provided in subsection (c):


(i)            If
Net Current Asset Value exceeds the Estimated Net Current Asset Value Payment,
Purchasers shall pay to Sellers (by wire transfer of immediately available
funds to an account or accounts designated by Sellers) the amount of such
excess; and



 16
 






 



(ii)           If
the Estimated Net Current Asset Value Payment exceeds Net Current Asset Value,
then Sellers shall pay to Purchasers (by wire transfer of immediately available
funds to an account or accounts designated by Purchasers) the amount of such
excess or, at Purchasers’ option, Purchasers may withhold and recoup such
amount from any payments that are or may thereafter become due to Sellers under
this Agreement.


(e)           For
purposes of subsection (a):


(i)            amounts
received after the Closing Date in payment of Accounts Receivable shall be
applied to unpaid invoices as designated in writing by the payor and, in the
absence of any such written designation, shall be applied to unpaid invoices in
chronological order, i.e., to the
oldest invoices first;


(ii)           where
Purchasers or TESSCO or any of their
Affiliates hold items of inventory on the Closing Date of the same kind as
items included in the Inventory, the items held by Purchasers or TESSCO or any of their Affiliates on the
Closing Date shall be deemed sold before items included in the Inventory;


(iii)          except
as provided in paragraph (v), in determining Net Current Asset Value, items of
Inventory sold after the Closing Date shall be valued at the lesser of Sellers’
cost as shown on the Closing Date Inventory Report and the actual selling price
of such items;


(iv)          except
as provided in paragraph (v), no value shall be attributed to, and there shall
not be taken into account in determining Net Current Asset Value, any items of
Inventory unsold or any Accounts Receivable uncollected as of the last day of
FY2007; and


(v)           items
of Inventory on hand as of the Closing Date that are subsequently returned to
the vendor or exchanged for other products shall be treated as having been sold
for the amount credited by the vendor or, if no specific amount is so credited,
for an amount based on Sellers’ cost for such items as shown on the Closing
Date Inventory Report.


(f)            At any time after Net Current Asset
Value has been finally determined as contemplated by subsection (c), Purchasers
shall, upon Sellers’ written request, assign to Sellers (without recourse) all
of Purchasers’ right, title, and interest in any items of Inventory and in any
Accounts Receivable not taken into account in determining Net Current Asset
Value, and Purchasers shall (at Sellers’ sole cost and expense) deliver
possession of any such items of Inventory as Sellers may reasonably request.


2.5           Assumed Liabilities and Retained Liabilities.


(a)           As of the Closing Date, Purchasers
shall assume the following liabilities and obligations of Sellers
(collectively, the “Assumed Liabilities”):



 17
 






 



(i)            Sellers’
accounts payable set forth in the Closing Date A/P Report and any other
accounts payable of Sellers arising in the Ordinary Course of Business within
the thirty (30) days preceding the Closing Date for which invoices have not
been received in sufficient time to be included in the Closing Date A/P Report,
but only to the extent taken into account in determining Net Current Asset
Value;


(ii)           Accrued
Vacation Expense;


(iii)          Sellers’
TerraPoints Liability;


(iv)          those
other liabilities of Sellers (if any) specifically identified in Schedule 2.5(a);


(v)           credits
or refunds due to customers that are reflected in the Closing Date A/R Report;


(vi)          obligations
under warranties extended by either Seller, or arising by operation of law, in
the Ordinary Course of Business before the Closing Date on account of the sale
of merchandise by either Seller, but only to the extent that any such warranty
requires either Seller to repair or replace such merchandise or to grant a
credit for or refund of the purchase price of such merchandise (and
specifically excluding any other liability or obligation in connection with any
such warranties, including any liability for death or personal injury or for
special, incidental, consequential, or punitive damages) (collectively “Warranty Obligations”); and


(vii)         Sellers’
liabilities and obligations under the Facilities Lease, the Equipment Leases,
and the License Agreements, and under Customer Contracts and Supplier
Contracts, but only to the extent that any such liability or obligation: (1) in
the case of the Facilities Lease, an Equipment Lease, or a License Agreement,
relates or is allocable to periods beginning on or after the Closing Date or
(2) is a liability or obligation to pay for goods to be delivered or services
to be furnished to either Purchaser by a third party after the Closing Date or
(3) is a liability or obligation in respect of goods to be delivered or
services to be furnished by either Purchaser after the Closing Date the right
to payment for which is included in the Accounts Receivable or will otherwise
inure to either Purchaser.


(b)           Purchasers shall pay or otherwise
perform each Assumed Liability as it becomes due, provided that Purchasers may dispute any Assumed Liability
in good faith by appropriate proceedings. The grant to Purchasers of such right
to dispute shall not in any way affect the obligation of Purchasers or TESSCO
pursuant to section 12.2(c) to indemnify Sellers and their Affiliates against
Losses sustained or incurred by any of them arising out of or relating to such
Assumed Liability, including by reason of Purchasers’ disputing such Assumed Liability.


(c)           Subject always to the terms of Article
12, Purchasers shall not assume, and Sellers shall be responsible for the
payment, performance, and discharge of, the following liabilities and
obligations (collectively, the “Retained
Liabilities”):



 18
 






 



(i)            any
liability or obligation of either Seller for Taxes (including payroll taxes and
amounts withheld from compensation and other amounts paid to employees),
whether arising before, on, or after the Closing Date or relating to periods
commencing or ending before or after the Closing Date;


(ii)           any
liability or obligation the responsibility for which is expressly identified in
Schedule 2.5(c) as remaining with Sellers;


(iii)          any
liability or obligation arising out of or relating to any of the Excluded Assets;


(iv)          any
liability or obligation to, or arising out of or in connection with any claim
by, any of the Sparco Parties, as well as all costs and expenses (including
legal fees) incurred in connection with the enforcement of the Sparco Claim
Rights, except to the extent that such Sparco Claim Rights have been assigned
to Purchasers as provided in section 2.1(g);


(v)           any
liability or obligation for Environmental Matters concerning or affecting any
of the Acquired Assets, any of the Acquired Businesses, or the Facilities which
Environmental Matters arise directly or indirectly from acts, omissions, facts,
circumstances, events, or conditions (including the presence or release of
Hazardous Substances) occurring before the Closing Date;


(vi)          any
and all accounts payable, notes payable, and other indebtedness or obligations
owing by either Seller to the other Seller or to any officer, director,
employee, or partner of either Seller, or any Affiliate of either Seller;


(vii)         any
other liabilities and obligations referred to in this Agreement as being the
responsibility of Sellers; and


(viii)        any
other liability or obligation of either Seller not assumed by Purchasers
pursuant to section 2.5(a).


2.6           Recoupment of Prepaid
Purchase Price. Notwithstanding any other provision of this
Agreement, the Prepaid Purchase Price shall be recouped at the rate of $375,000
per Earnout Period from amounts otherwise payable (but not in fact paid) to
Sellers, in respect of the first of the four Earnout Periods, under section 2.4(d)(i)
and, in respect of each Earnout Period, under sections 3.1, 3.2, and 3.3. If
and to the extent that such amount is not recouped from payments otherwise due
with respect to a particular Earnout Period, the unrecouped portion shall be
recouped out of amounts otherwise payable (but not in fact paid) with respect
to the next succeeding Earnout Period or Earnout Periods, in addition to
amounts otherwise to be recouped pursuant to the preceding sentence with
respect to such succeeding Earnout Period or Earnout Periods.



 19
 






 



2.7           Closing.


(a)           Time and Place. Subject to the
terms and conditions of this Agreement, Closing shall take place at the offices
of Sellers in San Antonio, Texas commencing at 10:00 a.m. local time, on the
later of (a) April 21, 2006 and (b) the Friday of the first full calendar week
following the earliest date as of which all the conditions set forth in Article
9 and Article 10 have been satisfied or waived (or at such other time and place
and on such other date as the parties may mutually agree). Except as Sellers
and Purchasers may otherwise agree, Closing shall be deemed effective as of
12:01 a.m. Eastern time on the Closing Date.


(b)           Deliveries
at Closing. At the Closing:


(i)            Purchasers
shall deliver to Sellers (1) the Assumption Agreement, (2) the Lease
Assignment, and (3) the Purchasers Certificate, each duly executed by
Purchasers;


(ii)           TESSCO Inc. shall deliver to each of the
Key Executives his Employment Agreement, duly executed by TESSCO Inc.;


(iii)          Purchasers
shall make the Closing Date Payment; and


(iv)          Sellers
shall deliver or cause to be delivered to Purchasers (1) the Bill of Sale, (2)
the Copyright Assignments, (3) the Lease Assignment, (4) the Trademark
Assignments, and (5) the Sellers Certificate, each duly executed by Sellers.


(c)           Closing Date Adjustments.
Purchasers and Sellers shall adjust all rents and other amounts due under the
Facilities Lease, the Equipment Leases, and License Agreements (if any) as of
the Closing Date. Sellers shall pay and discharge all such amounts to the extent
allocable to periods up to the Closing Date, and Purchasers shall reimburse
Sellers for any such amounts to the extent they have previously been paid by
either Seller and are so allocable.


(d)           Transfer Taxes. The parties
shall share equally the cost of any documentary, stamp, sales, excise,
transfer, or other taxes or recording fees payable as a result of the transfer
of the Acquired Assets (other than income Taxes or other Taxes based on or
measured by reference to income of either Seller).


(e)           Possession of Acquired Assets.
On the Closing Date Sellers shall put Purchasers in possession of the Acquired
Assets.


2.8           Purchase
Price Allocation. Not later than two (2) months after the
Closing Date, Purchasers, with the concurrence of Sellers, shall reasonably
determine in a manner consistent with section 1060 of the Code and provide to
Sellers an allocation of the Purchase Price among the Acquired Assets (the “Purchase Price Allocation”). Sellers and
Purchasers shall report the transfer of the Acquired Assets in a manner
consistent with the 



 20
 






 



Purchase Price Allocation for all federal state,
local, and foreign Tax purposes and shall file any amendments required as a
result of a subsequent increase or decrease in the Purchase Price.


Article 3.       CONTINGENT PURCHASE PRICE PAYMENTS


3.1           Installment Payments. Subject
to the satisfaction of the conditions herein specified, Purchasers shall make
the following payments (each an “Installment Payment”)
to Sellers (by wire transfer of immediately available funds to an account
or accounts designated by Sellers), less in each case any amount recouped as
provided in section 2.6:


(a)           If total Combined NPC for the first
six (6) Fiscal Months beginning on or after the Closing Date is at least Four
Hundred Thousand Dollars ($400,000), Purchasers shall pay, not later than one
(1) month after the end of the sixth Fiscal Month beginning on or after the
Closing Date, Five Hundred Thousand Dollars ($500,000); and


(b)           Whether or not Sellers are entitled
to the Installment Payment referred to in subsection (a), if total Combined NPC
for the seventh through the twelfth Fiscal Months beginning on or after the
Closing Date is at least Six Hundred Twelve Thousand Dollars ($612,000),
Purchasers shall pay, not later than one (1) month after the end of the twelfth
Fiscal Month beginning on or after the Closing Date, Five Hundred Thousand
Dollars ($500,000); and


(c)           If total Combined NPC for the first
six (6) Fiscal Months beginning on or after the Closing Date is less than Four
Hundred Thousand Dollars ($400,000) (and, as a result, no Installment Payment
is payable under subsection (a)) but total Combined NPC for the first twelve
(12) Fiscal Months beginning on or after the Closing Date is at least One
Million Twelve Thousand Dollars ($1,012,000), Purchasers shall pay, not later
than one (1) month after the end of the twelfth Fiscal Month beginning on or
after the Closing Date, in addition to the Installment Payment due under
subsection (b), Five Hundred Thousand Dollars ($500,000). 


3.2           NPC Earnout Payments.


(a)           Provided that Combined NPC for such
Earnout Period exceeds the minimum for such Earnout Period provided for in
subsection (b), then, not later than three (3) months after the end of each of
Earnout Period, Purchasers shall pay to Sellers an amount equal to the
following percentage of Combined NPC for the immediately preceding Earnout
Period (the “Gross Earnout Amount”), less in
each case any amount recouped as provided in section 2.6 (each such payment an “NPC Earnout Payment”):



 21
 






 



 




	
  Earnout Period

  Ending in

  	
   

  	
  Applicable

  Percentage

  of Combined NPC

  
	
  FY2008

  	
   

  	
  80%

  
	
  FY2009

  	
   

  	
  70%

  
	
  FY2010

  	
   

  	
  70%

  
	
  FY2011

  	
   

  	
  70%

  






 


(b)           No
payment shall be due under this section 3.2 for a particular Earnout Period
unless Combined NPC for such Earnout Period equals or exceeds the minimum
amount for such Earnout Period: 




	
  Earnout Period

  Ending in

  	
   

  	
  Minimum Combined NPC

  
	
  FY2008

  	
   

  	
  $1,012,000

  
	
  FY2009

  	
   

  	
  $1,450,000

  
	
  FY2010

  	
   

  	
  $1,650,000

  
	
  FY2011

  	
   

  	
  $1,800,000

  






 


3.3           Broadband
NPC Payments.


(a)           Provided
that Combined NPC for the Earnout Period in which such Fiscal Quarter ends
equals or exceeds the Minimum Combined NPC for such Earnout Period provided for
in section 3.2(b), then, not later than two (2) months after the end of each
Earnout Period, Purchasers shall pay to Sellers an amount (each a “Broadband NPC Payment”) in respect of each of the four
Fiscal Quarters ending in such Earnout Period determined as follows, less in
each case any amount recouped as provided in section 2.6:




	
  If Broadband NPC for such

  Fiscal Quarter equals or 

  exceeds the following
 percentage of Base 

  Broadband NPC for such

  Fiscal Quarter:

  	
   

  	
  Then the Broadband NPC

  Payment for such

  Fiscal Quarter shall be:

  
	
  105.0%

  	
   

  	
  $55,000

  
	
  107.5%

  	
   

  	
  $85,000

  
	
  110.0%

  	
   

  	
  $100,000

  






 


(b)           “Base Broadband NPC”
means: (i) for the first Fiscal Quarter ending after the Closing Date,
$x,xxx,xxx, (ii) for the second Fiscal Quarter ending after the Closing Date,
Broadband NPC for the immediately preceding Fiscal Quarter; (iii) for the third
Fiscal Quarter ending after the Closing Date, the average of Broadband NPC for
the



 22
 






 



two (2) immediately preceding Fiscal Quarters; and
(iv) for each subsequent Fiscal Quarter, the average of Broadband NPC for the
three (3) immediately preceding Fiscal Quarters.


(c)           In no event shall any payment be due
under this section 3.3 for a particular Fiscal Quarter unless total Combined
NPC for the Earnout Period in which such Fiscal Quarter ends equals or exceeds
the Minimum Combined NPC set forth in section 3.2(b).


3.4           Maximum Contingent
Purchase Price Payments. In no event shall the total amount of
the Installment Payments, the NPC Earnout Payments, and the Broadband NPC
Payments (after subtracting the recoupment of the Prepaid Purchase Price
pursuant to section 2.6) exceed Fifteen Million Five Hundred Thousand Dollars
($15,500,000), and neither Purchasers nor TESSCO
shall have any liability for payments otherwise due under this Article 3 if and
to the extent that such payment would cause such total amount to exceed that
amount.


3.5           Officers’
Certificates. As promptly as practicable, but in no event later
than the date each such payment is due, Purchasers and TESSCO shall deliver to Sellers a certificate signed by the
Chief Financial Officer of TESSCO certifying to Sellers the calculation of the
amount of the Installment Payment, NPC Earnout Payment, or Broadband NPC
Payment (as the case may be) for the relevant period and setting forth the
determination of Combined NPC or Broadband NPC (as the case may be) for such
period underlying such calculation.


3.6           Payments.
All payments due under this Article 3 shall be made by wire transfer of
immediately available funds to an account or accounts designated by Sellers.


Article 4.       Representations
and Warranties of Sellers


Sellers jointly
and severally represent and warrant to Purchasers and to TESSCO as of the date
hereof and (except as otherwise specifically provided herein) as of the Closing
Date as follows:


4.1           Power and Authority; Effect of Agreement.


(a)           Each Seller is a limited partnership
duly organized, validly existing and in good standing under the laws of the
State of Texas and has all requisite limited partnership power and authority to
execute, deliver, and perform its obligations under this Agreement and each of
the Closing Documents to which it is a party and to consummate the transactions
contemplated hereby and thereby. Each Seller has heretofore delivered to
Purchasers true and correct copies of its certificate of limited partnership
and limited partnership agreement as currently in effect.


(b)           The execution, delivery, and
performance by each Seller of this Agreement and the Closing Documents to which
it is a party and the consummation by each Seller of the transactions
contemplated hereby and thereby have been duly authorized by all necessary
limited partnership action on its part.



 23
 






 



(c)           This Agreement has been duly and
validly executed and delivered by each Seller and constitutes the legally valid
and binding obligation of each Seller, enforceable against each Seller in
accordance with its terms, except to the extent: (i) that such enforceability
may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium, preference, equitable subordination, marshaling, or other similar
laws of general application now or hereafter in effect relating to creditors’
rights generally and (ii) that the remedies of specific performance,
injunction, and other forms of equitable relief are subject to certain tests of
equity jurisdiction, equitable defenses, and the discretion of the court before
which any proceeding therefor may be brought.


(d)           Except as set forth in section 4.1 of
the Disclosure Schedule, and except for any violation or default that would not
prevent or hinder the consummation of the transactions contemplated hereby, the
execution, delivery, and performance by each Seller of this Agreement and of
the Closing Documents to which such Seller is a party and the consummation by
each Seller of the transactions contemplated hereby and thereby do not and will
not, with or without the giving of notice or the lapse of time or both: (i)
violate any provision of law, rule, or regulation to which either Seller or any
of the Acquired Assets is subject; (ii) violate any order, judgment, or decree
applicable to either Seller or any of the Acquired Assets; (iii) violate any
provision of the certificate of limited partnership or limited partnership
agreement of either Seller; or (iv) violate or constitute a default under any
provision of any Commitment. Notwithstanding the foregoing, this representation
and warranty shall (1) not extend to laws, contracts, or other requirements
that are adopted or otherwise take effect after the Closing Date and (2) apply
only to violations or defaults arising from either Seller’s execution,
delivery, or performance of this Agreement or of the Closing Documents to which
either Seller is a party and not to violations or defaults arising from actions
taken by Purchasers or TESSCO.


4.2           Governmental
Consents. Except as set forth in section 4.2 of the Disclosure
Schedule, or as may be necessary as a result of facts or circumstances relating
solely to Purchasers or TESSCO, no
consent, approval, or authorization of or exemption by or filing with any
Governmental Authority is required to be obtained by either Seller in
connection with the execution, delivery, and performance by either Seller of
this Agreement or the consummation of the transactions contemplated hereby or
the taking by either Seller of any other action required hereunder.


4.3           Litigation.
Except as set forth in section 4.3 of the Disclosure Schedule, there is no
Litigation pending or, to Sellers’ Knowledge, threatened (i) against either
Seller or relating to any of the Acquired Businesses or (ii) that seeks to
enjoin or obtain damages in respect of the consummation of the transactions
contemplated hereby. Neither of the Sellers nor any of the Acquired Assets is
subject to any outstanding order, ruling, judgment, or decree.


4.4           Title
to Assets. Except as set forth in section 4.4 of the Disclosure
Schedule, on the date hereof, the Acquired Assets are free and clear of
Encumbrances, except Permitted Encumbrances. On the Closing Date, the Acquired
Assets will be free and clear of Encumbrances, except Permitted Encumbrances.



 24
 






 



4.5           Inventory.
The listing of Inventory contained in section 4.5 of the Disclosure Schedule is
true and accurate in all material respects as of the date there shown. Except
as set forth in section 4.5 of the Disclosure Schedule, to Sellers’ Knowledge,
all such Inventory is in salable condition and is not obsolete and the
quantities thereof are not in excess of those that are reasonable in light of
either Sellers’ past business experience and pending or reasonably anticipated
customer orders. Sellers shall furnish to Purchasers immediately before the
Closing Date a listing of Inventory as of a reasonably current date (the “Closing Date Inventory Report”), which
shall include Sellers’ reasonable estimate of Inventory ordered but not yet
received but shall exclude those items Purchasers reasonably determine are not
in salable condition or are obsolete. The Closing Date Inventory Report shall
show the Sellers’ cost for each item listed thereon or, where less, TESSCO’s cost for such item (which
information shall be provided by TESSCO)
and shall identify the quantity of any item that exceeds the quantity that is
reasonably required in the conduct of the Acquired Businesses after the Closing
Date. The Closing Date Inventory Report will be true and accurate in all
material respects as of its date and, except as noted therein, all Inventory
shown thereon as of such date will, to Sellers’ Knowledge: (i) be in salable
condition, (ii) not be obsolete (except to the extent of any reserve provided
therefor), and (iii) not exceed quantities that are reasonably required in the
conduct of the Acquired Businesses after the Closing Date, taking into account
the relative growth of the Acquired Businesses over the two-year period
preceding the Closing Date.


4.6           Accounts
Receivable. The accounts receivable aging report contained in
section 4.6 of the Disclosure Schedule accurately sets forth all of Sellers’
Accounts Receivable as of the date there shown. Except as set forth in section 4.6
of the Disclosure Schedule, all such Accounts Receivable are, to Sellers’
Knowledge (after giving effect to the reserve for uncollectible amounts and
customer credits), collectible in full, without offset or counterclaim. Sellers
shall furnish to Purchasers immediately before the Closing Date a detailed accounts
receivable aging report (by customer by invoice) accurately setting forth all
of Sellers’ Accounts Receivable as of the Closing Date or the immediately
preceding Business Day (the “Closing Date A/R
Report”), which report shall exclude (except to the extent of any
reserve provided therefor) any Accounts Receivable that Purchasers reasonably
determine are unlikely to be collectible or that are substantially past due as
of the Closing Date. Except as noted in the Closing Date A/R Report, all
Accounts Receivable therein set forth will, to Sellers’ Knowledge (after giving
effect to any reserves for uncollectible amounts and customer credits), be
collectible in full, without offset or counterclaim.


4.7           Accounts
Payable. The accounts payable aging report contained in section 4.7
of the Disclosure Schedule accurately sets forth all of Sellers’ accounts
payable as of the date there shown. Sellers shall furnish to Purchasers on the
Closing Date a detailed accounts payable aging report (by payee by invoice)
accurately setting forth all of Sellers’ accounts payable as of the Closing
Date or the immediately preceding Business Day, other than those items included
among the Retained Liabilities (the “Closing
Date A/P Report”).


4.8           Intellectual
Property Rights. The Disclosure Schedule identifies all
Intellectual Property Rights owned by either Seller or used by either Seller in
the operation of any of the Acquired Businesses. Except as set forth in section
4.8 of the Disclosure Schedule: (i) to Sellers’ Knowledge, no other person has
any rights in (including any license of or right to 



 25
 






 



use) or claim to any of the Intellectual Property
Rights and (ii) there is no Litigation pending or, to Sellers’ Knowledge,
threatened against Seller alleging infringement with respect to or otherwise
challenging either Seller’s use of any of such Intellectual Property Rights.


4.9           Sufficiency
and Condition of Assets. Except as set forth in section 4.9 of
the Disclosure Schedule, the Acquired Assets, together with the Leased Premises
and the Excluded Assets, include all assets (but not personnel) that are
necessary for the conduct of the Acquired Businesses as currently conducted.
All Equipment and, to the extent that GigaWave as Lessee under the Facilities
Lease is responsible for maintenance thereof, the Leased Premises will be in
substantially the same condition (reasonable and ordinary wear and tear
excepted) on the Closing Date as on the date of this Agreement, except for
damages caused by casualty or condemnation.


4.10         Financial
Statements. Sellers have delivered to Purchasers: (1) their
unaudited financial statements for the fiscal years ended December 31, 2003,
2004, and 2005 (the “Unaudited Statements”);
and (2) their unaudited internally-prepared balance sheet and statement of
operations or income for the month of January 2006 (together with the
subsequent interim statements delivered pursuant to section 6.2, the “Interim Statements”), copies of which
Unaudited Statements and January 2006 Interim Statements are included in
section 4.10 of the Disclosure Schedule. Except as set forth in the Disclosure
Schedule: (i) the Unaudited Statements have been prepared in accordance with
GAAP and (ii) the Unaudited Statements and the Interim Statements fairly
present in all material respects the financial position of the Acquired
Businesses as of dates there shown and the results of operations of the
Acquired Businesses for the periods then ended, except that the Unaudited
Statements and the Interim Statements lack footnotes.


4.11         Absence
of Undisclosed Liabilities. Except for liabilities and
obligations (i) reflected in the Unaudited Statements, (ii) reflected in the
Interim Statements, (iii) arising after December 31, 2005 in the ordinary
course of the operation by Sellers of the Acquired Businesses, or (iv)
disclosed in section 4.11 of the Disclosure Schedule, to Sellers’ Knowledge,
neither Seller has, and none of the Acquired Businesses is subject to, any
liability or obligation of any kind or nature (fixed or contingent) that would
be required to be recorded as a liability, or otherwise be disclosed in the
notes thereto, in financial statements prepared in accordance with GAAP as of
the date hereof or as of the Closing Date.


4.12         Absence
of Certain Changes or Events. Except as set forth in section 4.12
of the Disclosure Schedule or permitted by this Agreement, since December 31,
2004, neither Seller has with respect to any of the Acquired Businesses or the
Acquired Assets:


(a)           suffered any material damage,
destruction, or casualty loss to its physical properties;


(b)           suffered any material adverse change
in its business or financial condition or in its relationship with any of its
material suppliers, customers, distributors, lessors, licensors, licensees, or
other third parties;



 26
 






 



(c)           incurred or discharged any obligation
or liability except in the Ordinary Course of Business and except for
obligations, liabilities, and transactions that do not individually or in the
aggregate have a Material Adverse Effect;


(d)           other than with respect to agreements
for which neither Purchasers nor TESSCO
will have any liability after the Closing Date, increased the rate or terms of
compensation or benefits payable to or to become payable by it to its
directors, officers, or key employees or increased the rate or terms of any
bonus, pension, or other employee benefit plan covering any of its directors,
officers, or key employees except in each case increases occurring in the
Ordinary Course of Business in accordance with its customary practice
(including normal periodic performance reviews and related compensation and
benefits increases) or as required by any pre-existing Commitment;


(e)           incurred any indebtedness for
borrowed money or the deferred purchase price of property;


(f)            forgiven or canceled any
indebtedness for borrowed money owing to it or waived any claims or rights of
material value, in each case except in the Ordinary Course of Business;


(g)           sold, leased, licensed, or otherwise
disposed of any of its material assets other than sales of Inventory and sales
of obsolete assets in the Ordinary Course of Business;


(h)           amended or terminated any material
Commitment to which it is a party other than in the Ordinary Course of
Business; or


(i)            committed pursuant to a legally
binding agreement to do any of the things set forth in (c) through (h) above.


4.13         Commitments.
Section 4.13 of the Disclosure Schedule identifies each of the following (each
a “Disclosible Commitment”): (i) each
lease of personal property used in any of the Acquired Businesses, (ii) each
software license agreement and other license of tangible or intangible property
used in any of the Acquired Businesses (other than licenses of standard
off-the-shelf software that is readily available at retail establishments),
(iii) each written Customer Contract and Supplier Contract, (iv) each contract
with or commitment to any one or more of either Seller’s employees, and (v)
each other Commitment, other than the Facilities Lease: (1) that relates to an
obligation of either Seller for borrowed money or the deferred purchase price
of property; (2) that requires payments by either Seller after the date hereof
totaling more than $5,000 in any twelve-month period or more than $25,000 in
the aggregate; or (3) that provides for goods or services to be leased, sold,
or purchased by either Seller and requires performance by either Seller for a
period extending beyond December 31, 2006 (without regard to options to renew
or extend that are exercisable only by either Seller and only in either Seller’s
sole discretion). Except as set forth in section 4.13 of the Disclosure
Schedule:



 27
 






 



(a)           Each Seller is and at all times since
December 31, 2004 has been in compliance in all material respects with the
terms of, and is not currently and has not at any time since December 31, 2004
been in breach of or default with respect to, each Disclosible Commitment to
which it is a party or by which it or any of its assets is bound;


(b)           to Sellers’ Knowledge (but without
having conducted any inquiry of such other party), no other party to any Disclosible
Commitment is in breach thereof or in default with respect thereto (in each
case without regard to the giving of notice or the passage of time or both);
and


(c)           no other party to any Disclosible
Commitment has indicated to either Seller at any time after December 31, 2004
any intention or desire to terminate, cancel, or not renew such Disclosible
Commitment (either on account of the transactions contemplated hereby or
otherwise).


Except
for the Required Consents or as identified in section 4.13 of the Disclosure
Schedule, no consents are required for the assignment of any Commitment or
Contract Rights to Purchasers. Except as set forth in section 4.13 of the
Disclosure Schedule, true and complete copies of all Disclosible Commitments
have previously been delivered to Purchasers.


4.14         Facilities
Lease. Except as set forth in the Disclosure Schedule: (i)
GigaWave is, and at all times since December 31, 2001 has been, in compliance
in all material respects with the terms of, and is not currently and has not at
any time since December 31, 2001 been in breach of or default with respect to
any material provision of, the Facilities Lease; (ii) neither Seller has
received any notice of breach or default under the Facilities Lease; and (iii)
to Sellers’ Knowledge (but without having conducted any inquiry of such
lessor), the lessor under the Facilities Lease is not in breach of or in
default with respect to any of the material provisions of the Facilities Lease
(in each case without regard to the giving of notice or the passage of time or
both).


4.15         Transactions
with Related Parties. Except: (i) as set forth in section 4.15
of the Disclosure Schedule or (ii) for matters that will not affect Purchasers’
or TESSCO’s operation of the
Acquired Businesses or its use or enjoyment of the Acquired Assets, neither
Seller is a party to any Commitment or transaction with any officer, director,
or partner of either Seller or any Affiliate of either Seller or of any such
officer, director, or partner.


4.16         Compliance
With Laws. Except as set forth in section 4.16 of the Disclosure
Schedule, each Seller: (i) has since December 31, 2002 with respect to the
Acquired Businesses complied with all applicable laws, rules, and regulations
in effect at the particular time the failure to comply with which could have a
Material Adverse Effect or could result in any liability or obligation to
either Purchaser or to TESSCO and
(ii) is in compliance with all applicable laws, rules, and regulations
currently in effect. Sellers have all Permits necessary for the conduct of the
Acquired Businesses as currently conducted the failure to have which would have
a Material Adverse Effect or could result in any liability or obligation to
either Purchaser or to TESSCO.



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4.17         Taxes.
Except as set forth in section 4.17 of the Disclosure Schedule, all Tax returns
and reports required to be filed by either Seller or with respect to any of the
Acquired Businesses have been filed in a timely manner (taking into account any
extensions) and all Taxes for periods covered by such Tax returns and reports
have been paid or adequate accruals therefor are reflected in the appropriate
Financial Statements. Except as set forth in section 4.17 of the Disclosure
Schedule, no deficiencies for any Taxes in respect of any of the Acquired
Businesses or any of the Acquired Assets have been asserted or assessed against
either Seller in writing and remain unpaid and, to Sellers’ Knowledge, there
exists no basis for the assertion of any deficiency for any Tax in respect of
any of the Acquired Businesses or any of the Acquired Assets. Neither Seller is
subject to any income, franchise, or similar Tax under the laws of the State of
Texas, and neither Seller has any employees, assets, or operations outside the
State of Texas.


4.18         Environmental Matters. Except as set
forth in section 4.18 of the Disclosure Schedule:


(a)           Each Seller has complied in all
material respects with all applicable Environmental Laws, and neither Seller
has received any written notice that either Seller or any other person
occupying or using any portion of the Facilities with the knowledge or
permission of either Seller is in violation of applicable Environmental Laws.


(b)           No claims have been asserted in
writing and, to Sellers’ Knowledge, there is no basis for any claims that
either Seller is in violation of any Environmental Law with respect to the
Facilities or the ownership, operation, or use of any of the Acquired
Businesses or any of the Acquired Assets.


(c)           Sellers have obtained, and to Sellers’
Knowledge Sellers have complied in all material respects with the terms of, all
Environmental Permits required under applicable Environmental Laws to operate
the Acquired Businesses or use the Acquired Assets as currently operated or
used by Sellers and to store, dispose of, and otherwise handle any Hazardous
Substances used in any of the Acquired Businesses.


(d)           Since December 31, 2001, neither
Seller has received any written request for information, notice, demand letter,
administrative inquiry, or compliance notice from a Governmental Authority or
other third party with respect to the presence of, and to Sellers’ Knowledge
there does not exist, any Contamination exceeding applicable clean-up standards
or remediation thresholds in, on, under, or about the Facilities or, except as
set forth in section 4.18 of the Disclosure Schedule, any other real property
that is owned or leased by either Seller or the threat of migration of
Contamination exceeding applicable clean-up standards or remediation thresholds
onto, at, into, or under the Facilities.


(e)           Since December 31, 2001, neither
Seller has received any written request for information, notice, demand letter,
inquiry, or compliance notice from a Governmental Authority or other third
party concerning, and to Sellers’ Knowledge there does not exist, any
Contamination or threatened Contamination at any off-site location or locations
to which either Seller transported or arranged for the transportation of
Hazardous Substances during either Seller’s operation of any of the Acquired
Businesses or ownership or use of any of the Acquired Assets.



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4.19         Labor
and Employment Matters.


(a)           Except as set forth in section 4.19
of the Disclosure Schedule: (i) there is no unfair labor practice charge or
complaint, and to Sellers’ Knowledge no union organizing effort, pending or
threatened against either Seller; (ii) to Sellers’ Knowledge, there are no
labor controversies, including strikes, disputes, slowdowns, or work stoppages
pending or threatened, against either Seller; and (iii) there are no other
employment-related claims, including wrongful termination, discrimination, or
sexual harassment claims, pending, or to Sellers’ Knowledge threatened, against
either Seller, and no such claims have been asserted against either Seller or
any of its employees at any time after December 31, 2002.


(b)           Section 4.19 of the Disclosure
Schedule identifies each nondisclosure or noncompetition agreement with any
past or present employee of either Seller and each agreement with any past or
present employee of either Seller relating to the disclosure or ownership of
inventions or other intellectual property conceived by the employee.


4.20         Employee Benefit Plans.


(a)           Except as set forth in section 4.20
of the Disclosure Schedule, neither Seller is a party to or obligated to
contribute to any Employee Benefit Plan. True and complete copies of all such
Employee Benefit Plans have been delivered to Purchasers.


(b)           With respect to any Employee Benefit
Plan that covers employees of either Seller: (1) neither such Employee Benefit
Plan nor, to Sellers’ Knowledge, any plan fiduciary has engaged in a prohibited
transaction as defined in section 406 of ERISA (for which no individual or
class exemption exists under section 408 of ERISA) or any prohibited
transaction as defined in section 4975 of the Code (for which no individual or
class exemption exists under section 4975 of the Code) involving such Employee
Benefit Plan that resulted in any liability which has not been satisfied; (2)
all filings and reports as to such Employee Benefit Plan required to have been
made to the IRS, to the U.S. Department of Labor or, if applicable, to the
Pension Benefit Guaranty Corporation have been made; (3) there is no
litigation, disputed claim (other than routine claims for benefits), or
governmental proceeding or investigation commenced, pending, or to Sellers’
Knowledge threatened with respect to any such Employee Benefit Plan or its
related trust; (4) such Employee Benefit Plan has been established, maintained,
funded, and administered in all material respects in accordance with its
governing documents and any applicable provisions of ERISA, the Code, and the
regulations promulgated thereunder; (5) neither of the Sellers nor any ERISA
Affiliate has, during the preceding five (5) year-period, incurred any
withdrawal liability from a “multiemployer plan” within the meaning of section
4001(a)(3) of ERISA.


(c)           With respect to each Employee Benefit
Plan that covers employees of either Seller and that is intended to be
qualified under section 401(a) or section 



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501(c)(9) of the Code, except as set forth in section 4.20
of the Disclosure Schedule, favorable determination or approval letters as to
qualification of such Employee Benefit Plan under section 401(a) or section
501(c)(9) of the Code have been issued by the IRS and, to Sellers’ Knowledge,
no event has occurred or condition exists that would adversely affect such
qualification.


(d)           There has not been any termination or
partial termination of any Employee Pension Benefit Plan maintained by either
Seller or any ERISA Affiliate, during the period of such common control, at a
time when Title IV of ERISA applied to such Plan that resulted in a liability
to either Seller that has not been satisfied.


4.21         Bulk
Transfer Laws. The transactions contemplated by this Agreement
do not require compliance with the provisions of any “Bulk Sales Act,” bulk
transfer law, or similar law requiring or providing for notice to any of
Sellers’ creditors (including taxing authorities) in any jurisdiction (“Bulk Transfer Laws”).


4.22         No
Brokers or Finders. No broker’s, finder’s, or any similar fee
will be incurred by or on behalf of either Seller or any of the Acquired
Businesses in connection with the initiation, negotiation, execution, or
performance of this Agreement or the transactions contemplated hereby for which
Purchasers or TESSCO or any of their
respective Affiliates shall have any liability.


4.23         No
Material Misstatements or Omissions. No representation or other statement by either Seller
contained in this Agreement or in any exhibit, schedule, annex, or other
document (including the Disclosure Schedule) delivered by either Seller in
connection with this Agreement knowingly contains any misstatement of a
material fact or knowingly omits to state any fact necessary to make the
representations or statements made therein not misleading.


Article 5.               Representations and Warranties of Purchasers and TESSCO


Purchasers and
TESSCO jointly and severally represent and warrant to Sellers as of the date
hereof and (except as otherwise specifically provided herein) as of the Closing
Date as follows:


5.1           Power and Authority; Effect of Agreement.


(a)           TESSCO
Inc., GSS, and TESSCO are corporations duly organized, validly existing and in
good standing under the laws of the State of Delaware. Purchasers and TESSCO
each have all requisite corporate power and authority to execute, deliver, and
perform their respective obligations under this Agreement and each of the
Closing Documents to which they are a party and to consummate the transactions
contemplated hereby and thereby. TESSCO has all requisite corporate power and
authority to execute, deliver, and perform its obligations under the TESSCO Guaranty.



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(b)           The execution, delivery, and
performance by Purchasers and TESSCO of this Agreement and the Closing
Documents to which each is a party and the consummation by Purchasers and
TESSCO of the transactions contemplated hereby and thereby have been duly
authorized by all necessary action on their part.


(c)           This Agreement has been duly and
validly executed and delivered by each of Purchasers and TESSCO and constitutes
the legally valid and binding obligation of each of them, enforceable against
each of them in accordance with its terms, and the TESSCO Guaranty has been
duly and validly executed and delivered by TESSCO and constitutes the legally
valid and binding obligation of TESSCO, enforceable against TESSCO in
accordance with its terms, except, in each case, to the extent: (i) that such
enforceability may be limited by bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium, preference, equitable subordination,
marshaling, or other similar laws of general application now or hereafter in
effect relating to creditors’ rights generally and (ii) that the remedies of specific
performance, injunction, and other forms of equitable relief are subject to
certain tests of equity jurisdiction, equitable defenses, and the discretion of
the court before which any proceeding therefor may be brought.


(d)           Except for any violation or default
that would not prevent or hinder the consummation of the transactions
contemplated hereby, the execution, delivery, and performance by each of
Purchasers and TESSCO of this Agreement and of the Closing Documents to which
each of them is a party and the consummation by each of them of the
transactions contemplated hereby and thereby do not and will not, with or
without the giving of notice or the lapse of time or both: (i) violate any
provision of law, rule, or regulation to which either of them is subject; (ii)
violate any order, judgment, or decree applicable to either of them; (iii)
violate any provision of the certificate of incorporation or bylaws or other
organizational documents of either of them; or (iv) violate or constitute a
default under any provision of any contract, agreement, or commitment to which
either of them is a party or by which either of them is bound. Notwithstanding
the foregoing, this representation and warranty shall (1) not extend to laws,
contracts, or other requirements that are adopted or otherwise take effect
after the Closing Date and (2) apply only to violations or defaults arising
from the execution, delivery, or performance by Purchasers or TESSCO of this
Agreement or of the Closing Documents and not to violations or defaults arising
from actions taken by either Seller.


5.2           Governmental
Consents. No consent, approval, or authorization of or exemption
by or filing with any Governmental Authority is required to be obtained or made
by either Purchaser or by TESSCO in connection with the execution, delivery,
and performance by either of them of this Agreement or the consummation of the
transactions contemplated hereby or the taking by either of them of any other
action required hereunder.


5.3           Litigation. There is no Litigation pending or,
to the knowledge of Purchasers or TESSCO,
threatened against either Purchaser or against TESSCO that seeks to enjoin or obtain damages in respect of the
consummation of the transactions contemplated hereby.



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5.4           No
Brokers or Finders. No broker’s, finder’s, or any similar fee
will be incurred by or on behalf of either Purchaser or by or on behalf of
TESSCO in connection with the initiation, negotiation, execution, or
performance of this Agreement or the transactions contemplated hereby for which
either of the Sellers or any of their respective Affiliates shall have any
liability.


5.5           No
Material Misstatements or Omissions. No representation or other statement by either Purchaser or by
TESSCO contained in this Agreement
or in any exhibit, schedule, annex, or other document delivered by either
Purchaser or by TESSCO in connection
with this Agreement knowingly contains any misstatement of a material fact or
knowingly omits to state any fact necessary to make the representations or
statements made therein not misleading.


Article 6.       ADDITIONAL COVENANTS
OF SELLERS


Sellers hereby
jointly and severally covenant and agree with Purchasers and TESSCO as follows:


6.1           Cooperation
by Sellers. From the date hereof and through the Closing Date,
Sellers shall use Commercially Reasonable Efforts, and shall cooperate with
Purchasers, to promptly secure all necessary consents, approvals,
authorizations, exemptions, and waivers from third parties as shall be required
in order to enable Sellers to promptly effect the transactions contemplated
hereby and shall otherwise use Commercially Reasonable Efforts to cause the
prompt consummation of such transactions in accordance with the terms and
conditions hereof.


6.2           Interim
Financial Statements. Commencing with the month of February 2006
and continuing with each calendar month thereafter that ends at least fifteen
(15) days before the Closing Date, Sellers shall deliver to Purchasers not
later than fifteen (15) days after the end of such month an internally-prepared
balance sheet and statement of operations or income for such month and for the
calendar year to date.


6.3           Conduct
of Business. Except as may otherwise be contemplated by this
Agreement or required by any of the documents listed in the Disclosure
Schedule, or except as Purchasers may otherwise consent to in writing (which
consent shall not be unreasonably withheld), from the date hereof and through
the Closing Date or the earlier termination of this Agreement in accordance
with its terms, Sellers shall:


(a)           in all material respects, operate the
Acquired Businesses only in the ordinary course in substantially the manner
heretofore conducted;


(b)           use Commercially Reasonable Efforts
to continue all existing insurance policies (or comparable insurance, including
as to scope and amount of coverage) insuring the Acquired Businesses and the
Acquired Assets in full force and effect through (but not after) the Closing
Date and deliver certificates evidencing such coverage to Purchasers upon
Purchasers’ request;



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(c)           use Commercially Reasonable Efforts
to preserve Sellers’ relationships relating to the Acquired Businesses with its
material suppliers, customers, distributors, lessors, and others having
material business dealings with it;


(d)           other than with respect to agreements
for which neither Purchaser nor any of the Acquired Businesses will have any
liability after the Closing Date, not enter into any employment or termination
agreement or effect any increase in the rate or terms of compensation payable
or to become payable to directors, officers, or employees of either Seller or
effect any general increase in the compensation of other employees of the
Acquired Businesses, or increase the rate or terms of any bonus, pension, or
other employee benefit plan covering any of its directors, officers, or
employees, except in each case increases occurring in the Ordinary Course of
Business in accordance with Sellers’ customary practice (including normal
periodic performance reviews and related compensation and benefits increases)
or as required by any pre-existing Commitment;


(e)           not agree to amend, modify, or
terminate any of the Disclosible Commitments; and


(f)            not (i) incur any indebtedness for
borrowed money, (ii) sell, lease, license, or otherwise dispose of any material
asset of any of the Acquired Businesses, other than sales of Inventory and
sales of obsolete assets in the Ordinary Course of Business, (iii) purchase or
enter into any lease for real property, (iv) knowingly create any consensual
Encumbrance on any of the assets of any of the Acquired Businesses other than
Permitted Encumbrances, (v) forgive or cancel any indebtedness owing to either
Seller or waive any claims or rights of material value other than in the
Ordinary Course of Business, or (vi) enter into a legally binding agreement to
do any of the things set forth in this subsection (f).


6.4           Access.
From the date hereof through the Closing Date, Sellers shall provide Purchasers
with such information as Purchasers may from time to time reasonably request
with respect to the Acquired Businesses and the transactions contemplated by
this Agreement and shall provide Purchasers and their Representatives,
accountants, and lenders reasonable access during regular business hours and
upon reasonable notice to the employees, properties, books, and records of or
relating to the Acquired Businesses as Purchasers may from time to time
reasonably request. Until the Closing Date, all such information and access
shall be subject to the terms and conditions of the Confidentiality Agreement,
which the parties hereby agree shall terminate, if the Closing occurs, as of
the Closing Date. TESSCO agrees to cause each of its direct and indirect
subsidiaries, and each of its and their respective Representatives,
accountants, and lenders, to abide by the provisions of the Confidentiality
Agreement.


6.5           No
Solicitation of Transactions. Until the Closing Date or the
earlier termination of this Agreement in accordance with its terms, neither
Seller shall, directly or indirectly, through any agent, attorney, financial
advisor, or otherwise (each a “Representative”):


(a)           solicit,
initiate, or encourage the submission of inquiries, proposals, or offers from
any person (other than Purchasers or TESSCO) relating in any way to 



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any equity investment in either Seller, any
acquisition of direct or indirect control of either Seller, the purchase of any
partnership or other equity interest in either Seller, the purchase of any
material portion of the Acquired Assets (other than in the Ordinary Course of Business),
or any business combination involving either Seller, including any merger,
consolidation, acquisition, purchase, or recapitalization of any nature that
would involve either Seller or any of the Acquired Businesses or any of the
Acquired Assets (each a “Proposal”);


(b)           participate in any discussions or
negotiations regarding a Proposal; furnish to any person any information
relating to, or to be used in connection with, a Proposal; enter into any
agreement with any person relating to a Proposal; or otherwise consummate any
merger, consolidation, acquisition, purchase, recapitalization, issuance or
sale of partnership or other equity interests, or disposition of a material
amount of assets (other than in the Ordinary Course of Business or with respect
to any of the Excluded Assets) of any nature involving either Seller or any of the Acquired Businesses or any of the
Acquired Assets; or


(c)           otherwise
cooperate in any way with, or assist or participate in, facilitate, or
encourage, any effort or attempt by any other person to do or seek any of the
foregoing.


In addition, Sellers shall promptly advise Purchasers
if any person makes inquiries regarding a possible transaction of the sort
described above.


6.6           Books and Records; Personnel. For a
period of three (3) years after the Closing Date:


(a)           Sellers shall retain and not destroy
or dispose of the Retained Books and Records and shall allow Purchasers and
their agents reasonable access to all Retained Books and Records relating to
any of the Acquired Businesses in
either Seller’s possession and not transferred to Purchasers during normal
working hours at Sellers’ principal place of business or at any location where
such Retained Books and Records are stored, and Purchasers shall have the
right, at their own expense, to make copies of such Retained Books and Records.


(b)           Sellers shall make available to
Purchasers upon written request (i) copies of any Retained Books and Records,
(ii) personnel to assist Purchasers in reasonably locating and obtaining any
Retained Books and Records, and (iii) any of its personnel whose assistance or
participation is reasonably required by either Purchaser or any of their
Affiliates in anticipation of, or preparation for, existing or future
Litigation or other matters in which either Purchaser or any of its Affiliates
is involved. In addition, Sellers shall otherwise cooperate with any reasonable
request of Purchasers in connection with the performance, defense, or discharge
of the Assumed Liabilities. Purchasers shall reimburse Sellers for all
reasonable out-of-pocket expenses incurred by them in performing the covenants
contained in this subsection.


6.7           Further
Assurances. At any time or from time to time after the Closing
Date, Sellers shall, at the request of Purchasers and at Purchasers’ expense,
execute and 



 35
 






 



deliver any further instruments or documents and take
all such further action as Purchasers may reasonably request in order to
accomplish or confirm the consummation of the transactions contemplated hereby.


6.8           Inventory
Transition. Not later than seven (7) calendar days before the
Closing Date, Sellers shall provide to TESSCO, in a mutually-agreed electronic
form, the information specified in Schedule 6.8 with respect to the
Inventory (the “Required SKU Information”) to enable
TESSCO to set up SKU data in TESSCO’s
systems. On or before the Closing Date, Sellers shall (i) cause all of the
Inventory to be labeled with TESSCO SKU labels and packaged for shipment to
TESSCO and (ii) otherwise provide to TESSCO such assistance relating to the
transition of the Inventory to TESSCO’s facilities and the data relating to the
Inventory to TESSCO’s information systems as Purchasers and TESSCO shall
reasonably request. Purchasers and TESSCO shall bear all costs (including the
cost of providing SKU labels, packaging, necessary supervision, and
nonsupervisory labor) associated with causing the Inventory to be labeled,
packaged, and shipped to TESSCO’s
facilities and transitioning Required SKU Information provided by Sellers to TESSCO’s systems. Not later than sixty
(60) days after the Closing Date Sellers shall cooperate with TESSCO in taking all steps reasonably
necessary to assemble the additional SKU information relating to the Inventory
that is required for presentation on www.tessco.com and in TESSCO’s Solutions
Guide.


6.9           A/R and A/P Transition.
On or before the Closing Date, (i) Sellers and Purchasers shall cooperate to
develop methods of efficiently transferring information concerning the Accounts
Receivable on the Closing Date A/R Report and information concerning Sellers’
accounts payable set forth in the Closing Date A/P Report and any other
accounts payable of Sellers assumed by Purchasers pursuant to section 2.5(a)(i)
into TESSCO’s systems and (ii) Sellers shall otherwise provide to Purchasers
and TESSCO such assistance relating to the transition of such information to
TESSCO’s information systems as Purchasers and TESSCO shall reasonably request.


6.10         Tax
Clearances. Sellers shall make Commercially Reasonable Efforts
to obtain and deliver to Purchasers on or before the Closing Date a certificate
from the State of Texas in respect of sales, use, employment, and any other Tax
to which either Seller is or may be subject under the laws of the State of
Texas to the effect that all returns and reports due before the Closing Date
have been filed and that all Taxes shown thereon for which either Purchaser may
have any liability have been paid in full.


6.11         Name
Changes. Promptly after the Closing Date, each Seller shall take
such action as is reasonably necessary to change its name to one that does not
use the names “TerraWave” or “GigaWave.”


ARTICLE
7.   ADDITIONAL COVENANTS OF PURCHASERS
AND TESSCO


Purchasers and TESSCO
hereby jointly and severally covenant and agree with Seller as follows:



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7.1           Cooperation
by Purchasers and TESSCO. From the date hereof and through the
Closing Date, Purchasers and TESSCO shall use Commercially Reasonable Efforts,
and shall cooperate with Sellers, to promptly secure all necessary consents,
approvals, authorizations, exemptions, and waivers from third parties as shall
be required in order to enable Purchasers and TESSCO to promptly effect the
transactions contemplated hereby and shall otherwise use Commercially
Reasonable Efforts to cause the prompt consummation of such transactions in
accordance with the terms and conditions hereof.


7.2           Books and Records; Personnel. For a
period of three (3) years after the Closing Date:


(a)           Purchasers shall, and TESSCO shall
cause Purchasers to, retain and not destroy or dispose of the Books and Records
and shall allow Sellers and their agents reasonable access to all Books and
Records in Purchasers’ possession and not in Sellers’ possession during normal
working hours at Purchasers’ principal place of business or at any location
where such Books and Records are stored, and Sellers shall have the right, at
their own expense, to make copies of such Books and Records.


(b)           Purchasers shall, and TESSCO shall
cause Purchasers to, make available to Sellers upon written request (i) copies
of any Books and Records, (ii) personnel to assist Sellers in reasonably
locating and obtaining any Books and Records, and (iii) any of its personnel
whose assistance or participation is reasonably required by Sellers or any of
their Affiliates in anticipation of, or preparation for, existing or future
Litigation or other matters in which Sellers or any of their Affiliates are
involved. In addition, Purchasers shall, and TESSCO shall cause Purchasers to,
otherwise cooperate with any reasonable request of Sellers in connection with
the performance, defense, or discharge of the Retained Liabilities. Sellers
shall reimburse Purchasers for all reasonable out-of-pocket expenses incurred
by either of them in performing the covenants contained in this section.


7.3           Maintaining Earn-Out
Opportunity. Before the end of the fourth Earnout Period,
neither Purchasers nor TESSCO shall, without the prior written consent of
Sellers in each case (which consent shall not be unreasonably withheld,
conditioned, or delayed): (i) sell, or agree to sell, the Broadband Business,
the Private Brand Business, the Training Business or the Wi-Fi Business to any
third party, other than as part of a sale or other transfer to the same
purchaser or transferee of substantially all of the assets of TESSCO and its subsidiaries; (ii)
restructure the definitions of its lines of business in a manner that adversely
affects the computation of Broadband NPC or Combined NPC; or (iii) establish or
maintain a line of business within TESSCO or an Affiliate thereof that
materially and directly competes with the Broadband Business, the Private Brand
Business, the Training Business, or the Wi-Fi Business.


7.4           Further
Assurances. At any time or from time to time after the Closing
Date, Purchasers and TESSCO shall, at the request of Sellers and at Sellers’
expense, execute and deliver any further instruments or documents and take all
such further action as Sellers may reasonably request in order to accomplish or
confirm the consummation of the transactions contemplated hereby.



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Article 8.       Employee
Matters


8.1           Offers
to Sellers’ Employees. Purchasers and TESSCO shall be free, at
any time before or after the Closing Date, to make (or decline to make) offers
of employment to such of Sellers’ employees as Purchasers or TESSCO shall
determine, in their sole and absolute discretion. Any such offers shall be on
such terms as Purchasers or TESSCO may determine, without regard to
compensation, benefits, or other terms of employment afforded to or under which
such employees have been engaged by Sellers. In order to minimize disruption to
Sellers’ operation of the Acquired Businesses before the Closing Date,
Purchasers and TESSCO shall consult with Sellers and make Commercially
Reasonable Efforts to coordinate such offers with Sellers. Sellers agree to
cooperate with and use Commercially Reasonable Efforts to assist Purchasers and
TESSCO in connection with such offers.


8.2           Preclosing
Employee Expenses. Any and all claims, liabilities, and expenses
(including compensation, accrued vacation and sick pay and other benefits,
severance pay, payroll taxes, workers’ compensation benefits, premiums,
additional premiums, and audit adjustments, and claims under federal and state
wage and hour laws and other laws and regulations with respect to employment)
relating to or arising out of the employment, or cessation of the employment,
on or before the Closing Date of any present or former active or inactive
employee of either Seller, with the exception of Accrued Vacation Expense,
shall be the sole responsibility of Sellers, all of which shall constitute
Retained Liabilities.


Article 9.       Conditions
to Obligations of Purchasers and TESSCO


The
obligations of Purchasers and TESSCO to consummate the transactions
contemplated by this Agreement shall be subject to the satisfaction (or waiver
in writing by Purchasers and TESSCO) of each of the following conditions:


9.1           Representations,
Warranties and Covenants of Sellers. Sellers shall have complied
in all material respects with their agreements and covenants contained herein
to be performed on or before the Closing Date; the representations and
warranties of Sellers contained herein shall be true and correct in all
material respects as of the date hereof and shall be true and correct in all
material respects as of the Closing Date with the same effect as though made on
and as of the Closing Date, except, in the latter case, to the extent that any
such representations and warranties were made as of a specified date, such
representations and warranties shall continue on the Closing Date to be true in
all material respects as of the specified date; and Purchasers shall have
received the Sellers Certificate.


9.2           No
Prohibition. No statute, rule, or regulation or order of any
Governmental Authority shall be in effect that prohibits Purchasers or TESSCO
from consummating the transactions contemplated hereby.


9.3           Documents.
Purchasers shall have received the Closing Documents referred to in section 2.7(b)(iv)
duly executed by Sellers.


9.4           Employment
Agreements. Each of the Key Executives shall have executed and
delivered his Employment Agreement.



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9.5           Required
Consents. All Required Consents shall have been obtained and
delivered in writing to Purchasers.


9.6           Tax
Clearances. Purchasers shall be reasonably satisfied, by virtue
of the receipt of certificates from the relevant taxing authorities or
otherwise, that neither Purchaser nor TESSCO shall incur any liability by
operation of law for Taxes shown on any return or report filed or required to
be filed by either Seller before the Closing Date with the taxing authorities
of the State of Texas.


9.7           Required
SKU Information. Sellers shall have provided the Required SKU
Information.


9.8           No
Material Adverse Change. No event, condition, or change shall
have occurred with respect to any of the Acquired Businesses or the Acquired
Assets or the Facilities that has or, in Purchasers’ reasonable judgment is
likely to have, a Material Adverse Effect.


Article 10.    Conditions
to Obligations of Sellers


The obligation of
Sellers to consummate the transactions contemplated by this Agreement shall be
subject to the satisfaction (or waiver in writing by Sellers) of each of the
following conditions:


10.1         Representations,
Warranties and Covenants of Purchasers and TESSCO. Purchasers and
TESSCO shall have complied in all material respects with their respective
agreements and covenants contained herein to be performed on or before the
Closing Date; the representations and warranties of Purchasers and TESSCO
contained herein shall be true and correct in all material respects as of the
date hereof and shall be true and correct in all material respects as of the
Closing Date with the same effect as though made on and as of the Closing Date,
except, in the latter case, to the extent that any such representations and
warranties were made as of a specified date, such representations and
warranties shall continue on the Closing Date to be true in all material
respects as of the specified date; and Sellers shall have received the
Purchasers Certificate.


10.2         No
Prohibition. No statute, rule, or regulation or order of any
Governmental Authority shall be in effect that prohibits either Seller from
consummating the transactions contemplated hereby.


10.3         Documents.
Sellers shall have received the Closing Documents referred to in section 2.7(b)(i)
duly executed by Purchasers and TESSCO as applicable.


10.4         Employment
Agreements. TESSCO
Incorporated shall have executed and delivered the Employment
Agreements.



 39
 






 



Article 11.    Termination
Before Closing


11.1         Termination. This Agreement may be
terminated at any time before the Closing:


(a)           By the mutual written consent of
Purchasers and Sellers; or


(b)           By either Sellers or Purchasers by
notice to the other in writing, without liability to the terminating party on
account of such termination (provided the terminating party is not otherwise in
default under or in breach of this Agreement), if the Closing has not occurred
on or before April 28, 2006; or


(c)           By either Sellers or Purchasers by
notice to the other in writing, if the other party shall be in default under or
shall have breached any of the provisions of this Agreement, or if any of the
other party’s representations made herein shall be untrue in any material
respect, and such default or breach has not been cured within five (5) Business
Days of the date notice thereof is given to the defaulting or breaching party.


11.2         Effect
on Obligations. Termination of this Agreement pursuant to this Article
11 shall terminate all further obligations of the parties hereunder, except for
the obligations under Article 13 and Article 14 hereof and under the
Confidentiality Agreement; provided,
however, that termination pursuant to section 11.1(c) by reason of a default
under or breach of any covenant or agreement, or by reason of a failure of a
representation to be true in any material respect, shall not relieve the
defaulting or breaching party from any liability to the other party hereunder.


Article 12.    Indemnification


12.1         Indemnification
by Sellers. Sellers, jointly and severally, agree to indemnify
and hold Purchasers and TESSCO and their respective Affiliates harmless from
and against any and all Losses incurred by Purchasers or TESSCO or any if its
respective Affiliates in connection with or arising from or by virtue of:


(a)           any breach by either Seller of or any
failure by either Seller to perform any of its covenants, agreements, or
obligations in or under this Agreement or any other document delivered pursuant
hereto (including the Closing Documents to which Sellers are a party);


(b)           any breach of any warranty or the
inaccuracy of any representation of either Seller contained in this Agreement
or in any document or certificate delivered by or on behalf of Sellers pursuant
hereto;


(c)           any of the Retained Liabilities;


(d)           either Seller’s failure to comply
with or any waiver by Purchasers of compliance with the provisions of any Bulk
Transfer Laws;



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(e)           (i) the provisions of the Worker
Adjustment and Retraining Notification Act, as amended, attributable to any
actions taken by either Seller before, on, or after the Closing Date; (ii) any
claims made by any employee of either Seller for any severance pay or
termination pay by reason of any termination or deemed termination of such
employee’s employment by either Seller (1) before, on, or after the Closing
Date for any reason or (2) as a result of the transactions contemplated by this
Agreement; or (iii) any claim made by any employee of either Seller for
wrongful termination, discrimination, or violation of any labor or employment
law arising out of facts occurring during the period when such employee was
employed by either Seller; or


(f)            any claim based on acts, events, or
omissions on the part of either Seller occurring before the Closing Date,
except to the extent that liability for such claim is included among the
Assumed Liabilities.


12.2         Indemnification
by Purchasers and TESSCO. Purchasers and TESSCO jointly and
severally agree to indemnify and hold Sellers and their Affiliates harmless
from and against any and all Losses incurred by either Seller or any of its
Affiliates in connection with or arising from or by virtue of:


(a)           any breach by Purchasers or TESSCO of
or any failure by Purchasers or TESSCO to perform any of its respective
covenants, agreements, or obligations in or under this Agreement or any other
document delivered pursuant hereto (including the Closing Documents);


(b)           any breach of any warranty or the
inaccuracy of any representation of Purchasers or TESSCO contained in this
Agreement or in any document or certificate delivered by or on behalf of
Purchasers or TESSCO pursuant hereto;


(c)           any of the Assumed Liabilities;


(d)           the operation of the Acquired
Businesses or the ownership of the Acquired Assets by Purchasers after the
Closing Date, except to the extent that liability for such matter is included
among the Retained Liabilities; or


(e)           any claim based on acts, events, or
omissions occurring after the Closing Date on the part of Purchasers or TESSCO,
except to the extent that liability for such claim is included among the
Retained Liabilities.


12.3         Notice of Claims.


(a)           Any party (the “Indemnitee”) seeking indemnification
hereunder shall give to the party obligated to provide indemnification to such
Indemnitee (the “Indemnitor”) a
notice (a “Claim Notice”) describing
in reasonable detail the facts giving rise to any claim for indemnification
hereunder and shall include in such Claim Notice (if then known) the amount or
the method of computation of the amount of such claim and a reference to the
provision of this Agreement or any other agreement, document, or instrument
executed hereunder or in connection herewith upon which such claim is based. A
Claim Notice in respect 



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of any action at law or suit in equity by or against a
third person as to which indemnification will be sought shall be given promptly
after the action or suit is commenced, but failure to give such notice shall
not relieve the Indemnitor of its obligations hereunder except to the extent
that the Indemnitor shall have been prejudiced by such failure.


(b)           After the giving of any Claim Notice
pursuant hereto, the amount of indemnification to which an Indemnitee shall be
entitled under this Article 12 shall be determined: (i) by written agreement
between the Indemnitee and the Indemnitor; (ii) by a final decision of the
arbitrator in an arbitration conducted pursuant to section 13.2; (iii) by a
final judgment or decree of any court of competent jurisdiction; or (iv) by any
other means to which the Indemnitee and the Indemnitor shall agree. The decision
of an arbitrator or the judgment or decree of a court shall be deemed final
when the time for appeal, if any, shall have expired and no appeal shall have
been taken or when all appeals taken shall have been finally determined. The
Indemnitee shall have the burden of proof in establishing the amount of Losses
suffered by it.


(c)           In calculating any Loss there shall
be deducted any insurance recovery in respect thereof and, to the extent
permitted by the applicable insurance policy, the Indemnitee shall secure a
waiver of all rights of subrogation of any insurer. Any Indemnitee shall be
entitled to indemnification in respect of any Loss notwithstanding the
availability of and before the receipt of the proceeds of any insurance claim,
but the Indemnitee shall promptly pay over to the Indemnitor any insurance
proceeds subsequently received that relate to the Loss with respect to which
the Indemnitor has previously indemnified the Indemnitee.


12.4         Third-Person Claims.


(a)           Subject to subsection (b), the Indemnitee
shall have the right to conduct and control, through counsel of its choosing,
the defense, compromise, or settlement of any third-person claim, action, or
suit against such Indemnitee as to which indemnification will be sought by any
Indemnitee from any Indemnitor hereunder, and in any such case the Indemnitor
shall cooperate in connection therewith and shall furnish such records,
information, and testimony and attend such conferences, discovery proceedings,
hearings, trials, and appeals as may be reasonably requested by the Indemnitee
in connection therewith. The Indemnitor may nevertheless participate, through
counsel chosen by it and at its own expense, in the defense of any such claim,
action, or suit as to which the Indemnitee has so elected to conduct and
control the defense thereof. The Indemnitee shall not, without the written
consent of the Indemnitor (which written consent shall not be unreasonably
withheld), pay, compromise, or settle any such claim, action, or suit, except
that no such consent shall be required if, following a written request from the
Indemnitee, the Indemnitor shall fail, within fourteen (14) days after the
making of such request, to acknowledge and agree in writing that, if such
claim, action, or suit shall be adversely determined, such Indemnitor has an
obligation to provide indemnification hereunder to such Indemnitee, nor shall
any such consent be required if the Indemnitee waives any right to indemnity
therefor.



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(b)           If any third-person claim, action, or
suit against any Indemnitee is solely for money damages, then the Indemnitor
shall have the right to conduct and control, through counsel of its choosing,
the defense, compromise, or settlement of any such third-person claim, action,
or suit against such Indemnitee as to which indemnification will be sought by
any Indemnitee from any Indemnitor hereunder if the Indemnitor has acknowledged
and agreed in writing that, if the same is adversely determined, the Indemnitor
has an obligation to provide indemnification to the Indemnitee in respect
thereof, and in any such case the Indemnitee shall cooperate in connection
therewith and shall furnish such records, information, and testimony and attend
such conferences, discovery proceedings, hearings, trials, and appeals as may
be reasonably requested by the Indemnitor in connection therewith. The
Indemnitee may nevertheless participate, through counsel chosen by it and at
its own expense, in the defense of any such claim, action, or suit as to which
the Indemnitor has so elected to conduct and control the defense thereof.
Notwithstanding the foregoing, the Indemnitee shall have the right to pay,
settle, or compromise any such claim, action, or suit if the Indemnitee waives
any right to indemnity therefor.


12.5         Time Limits on Assertion of Claims.


(a)           In General. Except to the
extent that subsection (b) operates to provide a longer period, no claim for
indemnification may be asserted under sections 12.1 or 12.2 after December 31,
2007, but the foregoing shall not preclude indemnification for any Losses
arising out of or relating to any matter with respect to which a Claim Notice
has been given before such date. The obligations of the Indemnitor in respect
of any such matter shall continue until the liability of the Indemnitor
therefor has been determined pursuant to this Article 12 and the Indemnitor has
reimbursed the Indemnitee for all Losses for which the Indemnitor is liable
under this Article 12.


(b)           Claims With Respect to Retained
Liabilities. A claim for indemnification against either Seller arising out
of or relating to a Retained Liability may be asserted against such Seller at
any time until the later of: (i) three (3) years after the Closing Date and
(ii) one (1) year of the date that either Purchaser or TESSCO is finally determined
to be liable to a third party with respect to such Retained Liability.


12.6         Limitations on Indemnification.


(a)           In General. Notwithstanding
anything in this Article 12 or any other provision of this Agreement, except as
provided in subsection (b), neither Sellers, on the one hand, nor Purchasers
and TESSCO, on the other hand, shall have any liability (for indemnification or
otherwise) with respect to Losses under this Article 12 until the total of all
Losses and Claim Expenses with respect to such matters exceeds Twenty Five
Thousand Dollars ($25,000) (the “Threshold”),
and then only for the amount by which such Losses exceed the Threshold.


(b)           Exclusions from Threshold. The
following shall be excluded from the computation and application of the
Threshold:



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(i)            In
the case of Purchasers and TESSCO, the obligation to pay the Purchase Price
(including the obligation to pay and perform the Assumed Liabilities) and any
amount payable under the Employment Agreements; and


(ii)           In
the case of Sellers, the obligation to pay and perform the Retained
Liabilities.


(c)           Accounts Receivable and Inventory.
Other than on account of a representation by Sellers that was made in bad faith
and, to Sellers’ Knowledge, was materially false or misleading when made with
respect to the collectibility of an Account Receivable reflected in the Closing
Date A/R Report or the salability or condition of any item of Inventory
reflected in the Closing Date Inventory Report, neither Purchasers nor TESSCO
shall be entitled to assert any claim for indemnification arising out of the
determination after the Closing Date that an Account Receivable is
uncollectible or an item of Inventory is not salable or is obsolete. In no
event, however, shall the foregoing preclude the deduction, in the determination
of Net Profit Contribution, of any amount in respect of an Account Receivable
or an item of Inventory otherwise permitted by Exhibit
F.


(d)           Aggregate Maximum Liability of
Sellers. Except with respect to Losses resulting from the actual fraud of
either Seller or its agents and related Claim Expenses (for which there shall
be no limitation), Sellers’ aggregate total liability for Losses under this Article
12 and all other provisions of this Agreement shall not exceed the amount of
the Purchase Price.


(e)           Right of Offset. Purchasers
and TESSCO shall have the right to withhold from any Installment Payment, NPC
Earnout Payment, or Broadband NPC Payment otherwise payable to Sellers under
the provisions of this Agreement the amount of any Losses with respect to which
Purchasers or TESSCO has made a claim for indemnification hereunder, and, upon
the resolution or determination of such claim, Purchasers and TESSCO may offset
the amount of indemnification to which they are entitled against such withheld
amount as a result thereof. In the event that Purchasers or TESSCO propose to
make any such withholding or offset, Purchasers or TESSSCO shall give Sellers
written notice thereof. Any dispute with respect thereto shall be resolved in
accordance with Article 13.


12.7         Express Negligence Acknowledgement. EACH PARTY TO THIS AGREEMENT
ACKNOWLEDGES THAT THE VARIOUS INDEMNITIES CONTAINED IN THIS AGREEMENT INCLUDE
PROVISIONS INDEMNIFYING PERSONS FOR MATTERS THAT MAY BE DEEMED TO INCLUDE THE
ORDINARY NEGLIGENCE OF THE INDEMNITEE. THE PARTIES AGREE THAT THE
INDEMNIFICATION PROVISIONS CONTAINED IN THIS AGREEMENT ARE CAPTIONED TO CLEARLY
IDENTIFY THE INDEMNIFICATION PROVISIONS AND, THEREFORE, ARE SO CONSPICUOUS THAT
EACH PARTY HAS FAIR NOTICE OF THE EXISTENCE AND CONTENTS OF SUCH PROVISIONS AND
WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OTHERWISE.



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ArtIcle 13.            DISPUTE RESOLUTION


13.1         Negotiation and Good-Faith
Resolution. The parties agree to use Commercially Reasonable
Efforts in good faith to settle any dispute arising between them under or in
connection with this Agreement by amicable means and not to resort to
arbitration or other legal action unless such efforts have been attempted and
are unsuccessful after a period of sixty (60) days, except where delay would in
the reasonable judgment of a party result in irreparable harm. In the event of
a dispute, the party raising the same shall give written notice to the other
setting forth in reasonable detail the factual basis of the dispute and citing
the pertinent provisions of this Agreement. Promptly thereafter senior
executives of the parties with authority to resolve the matter shall meet,
either in person or by telephone, in an attempt to resolve the dispute.


13.2         Arbitration.
Any claims (including counterclaims and cross-claims) and disputes between the
parties that cannot be resolved in accordance with section 13.1, except for a
claim or action permitted by section 13.3, shall be resolved by submission to
binding arbitration before a single neutral arbitrator in accordance with the
Commercial Arbitration Rules and Procedures of the American Arbitration
Association (“AAA”) then in
effect. If the arbitration is commenced by either Seller, it shall be held in
Baltimore, Maryland. If the arbitration is commenced by Purchasers or TESSCO,
it shall be held in San Antonio, Texas. The party that substantially prevails
in the arbitration shall be entitled to an award of its Claim Expenses
(including reasonable attorneys’ fees) with respect to any such arbitration,
and the cost of the arbitration and the fees charged by the AAA shall be shared
equally by the parties. No depositions, interrogatories, production of
documents, or other discovery shall be permitted in connection with any
arbitration except as may be determined by the arbitrator upon a specific
showing of need and then only in accordance with such conditions as the
arbitrator shall specify.


13.3         Injunctive
Relief. Notwithstanding any other provision of this Agreement, a
party shall have the right to apply to a court having appropriate jurisdiction
to seek injunctive or other equitable relief, on either an interim or permanent
basis, for any claim arising under or in connection with this Agreement.


Article 14.            MISCELLANEOUS


14.1         Certain Rules of Construction.


(a)           Number. The definitions
contained in Article 1 and elsewhere in this Agreement shall be equally
applicable to both the singular and plural forms.


(b)           Agreements. Any agreement
referred to herein shall mean such agreement as amended, supplemented, and
modified from time to time to the extent permitted by the provisions thereof
and by this Agreement.


(c)           “Including”; “Or.” The word “including”
means and shall be read as “including but not limited to” and the word “or”
means “or” in the nonexclusive sense, i.e., either “and”
or “or.”



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(d)           Article and Section References.
Except as otherwise specified herein, references herein to Articles, sections,
subsections, and paragraphs are references to the Articles, sections,
subsections, and paragraphs of this Agreement.


(e)           “Party” and “Parties.”
References to a “party” or the “parties,” unless the context otherwise plainly
requires, are references to the parties to this Agreement, namely, Sellers,
Purchasers, and TESSCO.


(f)            Headings. The headings of the
Articles, sections, subsections, and paragraphs of this Agreement are inserted
for convenience only and shall not be deemed to constitute part of this
Agreement or affect the construction hereof.


14.2         Entire
Agreement. This Agreement (including the Disclosure Schedule and
all exhibits, schedules, and annexes hereto), together with the Confidentiality
Agreement and the TESSCO Guaranty,
constitutes the sole understanding of the parties with respect to the subject
matter hereof and supersedes any and all prior discussions, negotiations, understandings,
and agreements.


14.3         Successors
and Assigns. This Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties hereto; provided, however, that, before the end of
the fourth Earnout Period, this Agreement may not be assigned by any party to
any third person without the prior written consent of all of the other parties.
Notwithstanding the foregoing, either Purchasers or TESSCO may assign its
rights under this Agreement after the Closing Date to any person who acquires
all or substantially all of the Acquired Businesses or the Acquired Assets, but
no such assignment of this Agreement or any of the rights or obligations
hereunder shall relieve Purchasers or TESSCO of its obligations under this Agreement
accrued through the date of such assignment.


14.4         Modification
and Waiver. No amendment, modification, or alteration of the
terms or provisions of this Agreement shall be binding unless the same shall be
in writing and duly executed by the parties hereto, except that any of the
terms or provisions of this Agreement may be waived in writing at any time by
the party who is entitled to the benefits of such waived term or provision. No
waiver of any of the provisions of this Agreement shall be deemed to or shall
constitute a waiver of any other provision hereof (whether or not similar). No
delay on the part of any party in exercising any right, power, or privilege
hereunder shall operate as a waiver thereof.


14.5         Expenses.
Except as otherwise provided herein, Sellers and Purchasers shall each pay all
costs and expenses incurred by them or on their behalf in connection with this
Agreement and the transactions contemplated hereby, including fees and expenses
of their own financial consultants, accountants, and counsel.


14.6         Third-Party
Beneficiaries. Nothing in this Agreement, express or implied, is
intended to confer upon any other person or entity any rights or remedies of
any nature whatsoever under or by reason of this Agreement.



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14.7         Notices. Any notice, request, demand,
instruction, or other communication to be given hereunder by any party hereto
to any other party shall be in writing and shall be given by delivery in person
(including by overnight courier), by electronic facsimile transmission, or by
certified mail, return receipt requested, as follows:


if to
Sellers, to:


TerraWave Solutions, Ltd.

GigaWave Technologies, Ltd.

10521 Gulfdale

San Antonio, TX 78216

Attention: Christopher N. Marco, President

Fax: (210) 798-8372


with copy to:


S. Michael Dunn, Esq.

Phillips & Reiter, PLLC

5000 Plaza on the Lake, Suite 175

Austin, TX 78746

Fax: (512) 646 1106


if to
Purchasers or TESSCO, to:


TESSCO Incorporated

GW Service Solutions, Inc.

TESSCO Technologies Incorporated

375 West Padonia Road

Timonium, MD 21093

Attention: Robert B. Barnhill, Jr., President and CEO

Fax: (410) 229 1656


with a copy to:


Michael L. Quinn, Esquire

Neuberger, Quinn, Gielen, Rubin & Gibber, P.A.

27th Floor

One South Street

Baltimore, MD 21202

Fax: (410) 332 8576


or at such other
address or fax number for a party as shall be specified by like notice. The
date of giving any such notice shall be the date of hand delivery, the date
received if sent by electronic facsimile transmission, the Business Day after
delivery to the overnight courier service, or seven (7) Business Days after
deposit, postage prepaid, in the United States mail.



 47
 






 



14.8         Governing
Law. This Agreement shall be construed in accordance with and
governed by the internal laws of the State of Maryland (without regard to any provision
that would result in the application of the laws of any other state or
jurisdiction) applicable to agreements made and to be performed wholly within
such jurisdiction.


14.9         Public
Announcements. None of the parties shall make any public
statements, including any press releases, with respect to this Agreement and
the transactions contemplated hereby, without the prior written consent of the
other party (which consent shall not be unreasonably withheld) except as may be
required by applicable law or by the rules, regulations, or practices of the
Securities and Exchange Commission or the Nasdaq Stock Exchange. If a public
statement is required to be made pursuant to the foregoing sentence, the
parties shall, to the extent reasonably practicable, consult with each other in
advance as to the contents and timing thereof.


14.10       Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall for all purposes be
deemed an original and all of which together shall constitute the same
instrument. This Agreement may be executed and delivered by facsimile, and a
counterpart signature page so delivered shall have the same effect as an
original.


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BLANK]



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IN
WITNESS WHEREOF,  each of the
parties has caused this Agreement to be executed on its behalf as of the date
first above written.


	
  Attest/Witness:

  	
   

  	
   

  	
   

  	
  TerraWave Solutions, Ltd.

  
	
   

  	
   

  	
  By: 

  	
   

  	
  CCCS Management, LLC, its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Carter J. Burke

  	
   

  	
  By: 

  	
   

  	
  /s/ Christopher N. Marco

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Christopher N. Marco

  
	
   

  	
   

  	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest/Witness:

  	
   

  	
   

  	
   

  	
  GigaWave Technologies, Ltd.

  
	
   

  	
   

  	
  By: 

  	
   

  	
  CCCS Management, LLC, its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Carter J. Burke

  	
   

  	
  By: 

  	
   

  	
  /s/ Christopher N. Marco

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Christopher N. Marco

  
	
   

  	
   

  	
   

  	
   

  	
  Title: President

  



 


[Signatures
continued on next page — Balance of this page intentionally blank]



 49
 






 



 


[Asset
Purchase Agreement Signature Page — Continued]


 


	
  Attest/Witness:

  	
   

  	
   

  	
   

  	
  TESSCO Incorporated

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ P.D. Dollenberg, Jr.

  	
   

  	
  By: 

  	
   

  	
  /s/ Robert B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
  Robert B. Barnhill, Jr., President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest/Witness:

  	
   

  	
   

  	
   

  	
  GW Service Solutions, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ P.D. Dollenberg, Jr.

  	
   

  	
  By: 

  	
   

  	
  /s/ Robert B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
  Robert B. Barnhill, Jr., President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest/Witness:

  	
   

  	
   

  	
   

  	
  TESSCO Technologies Incorporated

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ P.D. Dollenberg, Jr.

  	
   

  	
  By

  	
   

  	
  :/s/ Robert B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
  Robert B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
  President and CEO

  



 


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BLANK]



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[ASSET PURCHASE AGREEMENT
SIGNATURE PAGE — CONTINUED]


Subject to the satisfaction (or waiver by Sellers) of
the conditions set forth in Article 10, each of the undersigned hereby agrees
to execute and deliver his Employment Agreement on the Closing Date.


WITNESS:


	
  /s/ Carter J. Burke

  	
   

  	
  /s/ Christopher N. Marco

  
	
   

  	
   

  	
  Christopher N.
  Marco, Individually

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Christopher
  N. Marco

  	
   

  	
  /s/ Carter J. Burke

  
	
   

  	
   

  	
  Carter J. Burke,
  Individually

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Stephen R.
  Snow

  	
   

  	
  /s/ Charles A. Sablatura

  
	
   

  	
   

  	
  Charles A.
  Sablatura, Individually

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Charles A.
  Sablatura

  	
   

  	
  /s/ Stephen R. Snow

  
	
   

  	
   

  	
  Stephen R. Snow,
  Individually

  



 



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EXHIBITS:


A — Assumption Agreement


B — Bill of Sale and Instrument of Assignment


C — Form of Copyright Assignment


D —Employment Agreements:


D-1 — Marco Employment Agreement


D-2 — Burke Employment Agreement


D-3 — Sablatura Employment Agreement


D-4 — Snow Employment AgreementE — Assignment of Lease


F — Definition of “Net Profit Contribution” and
Related Terms


G — Purchasers Certificate


H — Sellers Certificate


I —Trademark Assignments:


I-1 — Assignment of TerraWave Trademark


I-2 — Assignment of GigaWave Trademark


SCHEDULES:


Schedule
1.98: Required
Consents


Schedule
2.2: Certain Excluded
Assets


Schedule
2.5(a): Certain
Assumed Liabilities


Schedule
2.5(c): Certain
Retained Liabilities


DISCLOSURE
SCHEDULE