ANDREW CORPORATION

                         REGISTRATION RIGHTS AGREEMENT





     THIS  REGISTRATION  RIGHTS AGREEMENT (the "Agreement") is entered into as

of the 4th day of June  2002,  by and among  ANDREW  CORPORATION,  a  Delaware

corporation (the "Company"),  and each stockholder of Celiant  Corporation,  a

Delaware corporation ("Celiant"),  listed on the signature pages hereto (each,

a "Stockholder" and, collectively, the "Stockholders").



                                   RECITALS



     A.  The  Company,   Celiant  and  Ptolemy  Acquisition  Co.,  a  Delaware

corporation  ("Sub"),  have entered into an Agreement  and Plan of Merger (the

"Merger  Agreement"),  dated February 18, 2002, pursuant to which Celiant will

be merged (the  "Merger") with and into Sub and the shares of capital stock of

Celiant held by the Stockholders will be converted into cash and Common Stock.



     B. It is a condition to Celiant's  obligation  to  consummate  the Merger

Agreement that the Company enter into this Agreement.





                                   AGREEMENT



     NOW,  THEREFORE,   in  consideration  of  the  premises,   covenants  and

conditions set forth in this Agreement, the parties mutually agree as follows:



SECTION 1. GENERAL



     1.1 Definitions. As used in this Agreement the following terms shall have

the following respective meanings:



          "Common  Stock"  means the common  stock,  $0.01 par  value,  of the

     Company.



          "Exchange  Act"  means  the  Securities  Exchange  Act of  1934,  as

     amended.



          "Form S-3" means such form under the  Securities Act as in effect on

     the date hereof or any successor  registration  form under the Securities

     Act  subsequently   adopted  by  the  SEC  which  permits   inclusion  or

     incorporation of substantial  information by reference to other documents

     filed by the Company with the SEC.



          "Holder"  means any Person owning of record  Registrable  Securities

     that have not been sold to the public or any  assignee  of record of such

     Registrable  Securities in accordance with Section 2.8 hereof,  including

     without  limitation  the  Stockholders  and  their  respective  permitted

     successors and assigns.



          "Person"  means any  individual,  trust,  corporation,  partnership,

     limited   partnership,   limited  liability  company  or  other  business

     association or entity, court, governmental body or governmental agency.



          "Register," "registered," and "registration" refer to a registration

     effected by preparing and filing a  registration  statement in compliance

     with the Securities Act, and the declaration or ordering of effectiveness

     of such registration statement or document.



          "Registrable   Securities"   means   Common   Stock  issued  to  the

     Stockholders in connection with the Merger.



          "Registration  Expenses"  shall mean all  expenses  incurred  by the

     Company in complying  with Sections  2.1, 2.2 and 2.3 hereof,  including,

     without limitation,  all registration and filing fees, printing expenses,

     fees and  disbursements  of counsel  for the  Company,  Blue Sky fees and

     expenses,  the  expense  of any  auditor  letter and any  special  audits

     incident to or required by any such registration,  but shall specifically

     exclude Selling Expenses.



          "Rule 144" means Rule 144 promulgated under the Securities Act as in

     effect on the date hereof or any successor  rule or regulation  under the

     Securities Act subsequently adopted by the SEC.



          "SEC" or "Commission" means the Securities and Exchange Commission.



          "Securities Act" shall mean the Securities Act of 1933, as amended.



          "Selling Expenses" shall mean all underwriting discounts and selling

     commissions applicable to any sale hereunder and all fees and expenses of

     legal counsel to the Holders.



SECTION 2. REGISTRATION



     2.1 Required Registration.



     (a)  Registration  Statement.  The Company shall use its reasonable  best

efforts to prepare  and file as promptly as  practicable  after the  Effective

Time  (as  defined  in the  Merger  Agreement)  with  the  SEC a  registration

statement  on  Form  S-3  with  respect  to the  Registrable  Securities  (the

"Registration Statement") and to effect all such registrations, qualifications

and  compliances   (including,   without  limitation,   obtaining  appropriate

qualifications  under  applicable  state  securities  or "blue  sky"  laws and

compliance with any other applicable governmental requirements or regulations)

as any Holder may  reasonably  request and that would permit or facilitate the

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC