LCC International, Inc.

LCC International, Inc. – AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES a CONVERTIBLE PREFERRED STOCK OF LCC INTERNATIONAL, INC. (Pursuant to Section 151 of the Delaware General Corporation Law) (October 1st, 2008)

LCC International, Inc., a corporation organized and existing under the laws of the State of Delaware (the Company), hereby certifies that, pursuant to authority vested in the Board of Directors of the Company by Article 4.3 of the Restated Certificate of Incorporation of the Company (the Certificate of Incorporation), the following resolutions were adopted on September 4, 2008 by the Board of Directors of the Company pursuant to Section 151 of the Delaware General Corporation Law:

LCC International, Inc. – CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES C PREFERRED STOCK OF LCC INTERNATIONAL, INC. (Pursuant to Section 151 of the Delaware General Corporation Law) (October 1st, 2008)

LCC International, Inc., a corporation organized and existing under the laws of the State of Delaware (the Company), hereby certifies that, pursuant to authority vested in the Board of Directors of the Company by Article 4.3 of the Restated Certificate of Incorporation of the Company (the Certificate of Incorporation), the following resolutions were adopted on September 4, 2008 by the Board of Directors of the Company pursuant to Section 151 of the Delaware General Corporation Law:

LCC International, Inc. – CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES B CONVERTIBLE PREFERRED STOCK OF LCC INTERNATIONAL, INC. (Pursuant to Section 151 of the Delaware General Corporation Law) (October 1st, 2008)

LCC International, Inc., a corporation organized and existing under the laws of the State of Delaware (the Company), hereby certifies that, pursuant to authority vested in the Board of Directors of the Company by Article 4.3 of the Restated Certificate of Incorporation of the Company (the Certificate of Incorporation), the following resolutions were adopted on September 4, 2008 by the Board of Directors of the Company pursuant to Section 151 of the Delaware General Corporation Law:

LCC International, Inc. – Forbearance Agreement and Third Amendment to Amended and Restated Credit Agreement (September 5th, 2008)

THIS FORBEARANCE AGREEMENT AND THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 4, 2008 (this Agreement), is entered into by and among LCC INTERNATIONAL, INC., a Delaware corporation (the Borrower), the Guarantors identified on the signature pages hereto (the Guarantors and, collectively with the Borrower, the Loan Parties), the Lenders identified on the signature pages hereto (the Lenders) and BANK OF AMERICA, N.A., as administrative agent (the Administrative Agent). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below) as amended hereby.

LCC International, Inc. – LCC INTERNATIONAL, INC. WARRANT CERTIFICATE Warrant to Purchase ____________ Shares of Series C Preferred Stock Date of Issue: ____________ (September 5th, 2008)

This warrant certificate (Warrant Certificate) certifies that for value received , , or registered successors or assigns (the Holder) is the owner of the warrant specified above (the Warrant), which entitles the Holder thereof to purchase, at any time after the sooner of following to occur (i) 30 days after the Date of Issue or (ii) upon the filing of the Certificate of Designations (hereinafter defined) with the Delaware Secretary of State and on or before the Expiration Date (hereinafter defined), up to ____________ fully paid and non-assessable shares of Series C Preferred Stock, $0.01 par value (Series C Stock), of LCC International, Inc., a Delaware corporation (the Company), at a purchase price of $____________ per share of Series C Stock in lawful money of the United States of America in cash or by certified or cashiers check or a combination of cash and certified or cashiers check, subject to adjust

LCC International, Inc. – Exchange Agreement (September 5th, 2008)

EXCHANGE AGREEMENT, dated September 4, 2008 (this Agreement), is among LCC International, Inc., a Delaware corporation (the Company), the Investors listed on the signature pages hereto (collectively, the Investors) and the Guarantors (as defined below).

LCC International, Inc. – Employment Agreement (August 29th, 2008)

THIS EMPLOYMENT AGREEMENT (this Agreement) is dated as of August 4, 2008, by and between LCC International, Inc., a Delaware corporation (the Company), and Kenny Young (the Executive).

LCC International, Inc. – Second Amendment to Amended and Restated Credit Agreement and Waiver (July 3rd, 2008)

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER, dated as of June 25, 2008 (this Amendment), is entered into by and among LCC INTERNATIONAL, INC., a Delaware corporation (the Borrower), the Guarantors identified on the signature pages hereto (the Guarantors and, collectively with the Borrower, the Loan Parties), the Lenders identified on the signature pages hereto (the Lenders) and BANK OF AMERICA, N.A., as administrative agent (the Administrative Agent). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below) as amended hereby.

LCC International, Inc. – Second Amendment to Amended and Restated Credit Agreement and Waiver (February 20th, 2008)

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER, dated as of February 19, 2008 (this Amendment), is entered into by and among LCC International, Inc., a Delaware corporation (the Borrower), the Guarantors identified on the signature pages hereto (the Guarantors and, collectively with the Borrower, the Loan Parties), the Lenders identified on the signature pages hereto (the Lenders) and Bank of America, N.A., as administrative agent (the Administrative Agent). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below) as amended hereby.

LCC International, Inc. – SIGNATURE(S) GUARANTEED By: (January 29th, 2008)

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO S.E.C. RULE 17Ad-15.

LCC International, Inc. – Exchange and Settlement Agreement (January 3rd, 2008)

WHEREAS, the Company entered into a Purchase Agreement, dated as of April 19, 2007 (the Purchase Agreement), with the Investors party thereto pursuant to which, among other things, the Company issued an aggregate of 5.1 million shares (the Old Shares) of the Companys Class A Common Stock, par value $0.01 per share (the Common Stock); and

LCC International, Inc. – November 28, 2007 Mark Slaven 130 Lakeshore Drive N. Palm Beach, Florida Dear Mark: (January 2nd, 2008)

On behalf of LCC International, Inc. (the Company), I am pleased to formally invite you to join our Board of Directors. We expect you will serve a vital role as one of the Companys outside directors. We also expect you will serve on one or more of the Boards Committees, following the recommendations of the Boards Nominating & Corporate Governance Committee.

LCC International, Inc. – Purchase Agreement (December 12th, 2007)

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

LCC International, Inc. – Registration Rights Agreement (December 12th, 2007)

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

LCC International, Inc. – Investment and Registration Rights Agreement (December 12th, 2007)

This Investment Agreement (the Agreement), dated as of December 29, 2006, is entered into by and between LCC International, Inc., a Delaware corporation (LCCI), and Excicom BVBA, a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of Belgium (Seller 2).

LCC International, Inc. – Amendment to Registration Rights Agreement (December 12th, 2007)

THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this Amendment) is executed as of August 2, 2007, by and among LCC International, Inc., a Delaware corporation (the Corporation), RF Investors, L.L.C., a Delaware limited liability company (RF Investors), and The Raj and Neera Singh Charitable Foundation, Inc. (the Foundation). Terms used but not defined herein shall have the meanings ascribed to them in the Agreement (defined below).

LCC International, Inc. – Investment and Registration Rights Agreement (December 12th, 2007)

This Investment Agreement (the Agreement), dated as of December 29, 2006, is entered into by and between LCC International, Inc., a Delaware corporation (LCCI), and Detron Corporation B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands (Seller 1).

LCC International, Inc. – Assignment Agreement (December 12th, 2007)

This ASSIGNMENT AGREEMENT (this Agreement), is entered into and effective as of this 3rd day of July, 2007 by and among WIRELESS FACILITIES, INC, a Delaware corporation (Seller), SPCP GROUP, L.L.C., a Delaware limited liability company (Buyer), LCC INTERNATIONAL, INC. (LCC), a Delaware corporation, and, for purposes of Sections 4.5, 6.1 and 6.3 only, BANK OF AMERICA, N.A. in its capacity as agent (in such capacity, together with its successors and assigns in such capacity, the Senior Agent) for the Senior Lenders (as defined in the Subordination Agreement).

LCC International, Inc. – Contract (December 12th, 2007)

THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, FROM TIME TO TIME, THE SUBORDINATION AGREEMENT) DATED AS OF JUNE 1, 2007, AMONG BANK OF AMERICA, N.A., LCC INTERNATIONAL, INC. AND CERTAIN OF ITS SUBSIDIARIES AND WIRELESS FACILITIES, INC., AND THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.

LCC International, Inc. – First Amendment to Amended and Restated Credit Agreement and Waiver (December 6th, 2007)

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER, dated as of November 30, 2007 (this Amendment), is entered into by and among LCC International, Inc., a Delaware corporation (the Borrower), the Guarantors identified on the signature pages hereto (the Guarantors and, collectively with the Borrower, the Loan Parties), the Lenders identified on the signature pages hereto (the Lenders) and Bank of America, N.A., as administrative agent (the Administrative Agent). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below) as amended hereby.

LCC International, Inc. – DATED 29 NOVEMBER 2007 LCC UNITED KINGDOM LIMITED and SEMAB MANAGEMENT SRL SETTLEMENT AGREEMENT - - WITHOUT PREJUDICE & SUBJECT TO CONTRACT - Reed Smith Richards Butler LLP Beaufort House 15 St Botolph Street London EC3A 7EE Tel: +44 (0) 20 72476555 Fax: +44 (0) 20 72475091 REF: MTH/723802.118 (December 5th, 2007)

(1) LCC UNITED KINGDOM LIMITED, a company whose registered office is at 91 93 Baker Street, London W1U 6QQ, United Kingdom (the Company); and (2) SEMAB MANAGEMENT SRL of Corso Inghilterra 31, 10138, Torino, Italy (the Supplier).

LCC International, Inc. – September 28, 2007 (October 25th, 2007)

On behalf of LCC International, Inc. (the Company), I am pleased to formally invite you to join our Board of Directors. We expect you will serve a vital role as one of the Companys outside directors. We also expect you will serve on one or more of the Boards Committees, following the recommendations of the Boards Nominating & Corporate Governance Committee.

LCC International, Inc. – Contract (June 5th, 2007)

THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, FROM TIME TO TIME, THE SUBORDINATION AGREEMENT) DATED AS OF JUNE 1, 2007, AMONG BANK OF AMERICA, N.A., LCC INTERNATIONAL, INC. AND CERTAIN OF ITS SUBSIDIARIES AND WIRELESS FACILITIES, INC., AND THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.

LCC International, Inc. – Subordination Agreement (June 5th, 2007)

THIS SUBORDINATION AGREEMENT (this Agreement) is made as of June 1, 2007, by and among WIRELESS FACILITIES, INC., a Delaware corporation, in its capacity as the holder of the Junior Note referenced below (including its successors and assigns in such capacities, the Junior Noteholder), BANK OF AMERICA, N.A., in its capacity as agent (in such capacity, together with its successors and assigns in such capacity, the Senior Agent) for the Senior Lenders referenced below and LCC INTERNATIONAL, INC., a Delaware corporation (the Company) and the other Loan Parties (defined below) from time to time party hereto.

LCC International, Inc. – AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 29, 2007 Among LCC INTERNATIONAL, INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent and THE OTHER LENDERS PARTY HERETO Arranged By: BANC OF AMERICA SECURITIES LLC, as Sole Lead Arranger and Book Manager (May 30th, 2007)

This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of May 29, 2007 among LCC INTERNATIONAL, INC., a Delaware corporation (the Borrower), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent.

LCC International, Inc. – Asset Purchase Agreement by and Between LCC International, Inc., a Delaware Corporation and Wireless Facilities, Inc., a Delaware Corporation Dated as of May 29, 2007 (May 30th, 2007)

This Asset Purchase Agreement (this Agreement), dated as of May 29, 2007, is made and entered into by and between Wireless Facilities, Inc., a Delaware corporation (Seller) and LCC International, Inc., a Delaware corporation (Purchaser). Seller and Purchaser are sometimes individually referred to herein as a Party and collectively as the Parties.

LCC International, Inc. – CREDIT AGREEMENT Dated as of March 9, 2007 Among LCC INTERNATIONAL, INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, And (March 12th, 2007)

LCC International, Inc. – Agreement (March 12th, 2007)

This Agreement (Agreement), dated as of March 9, 2007, is by and between LCC Wireless Engineering Services Limited, a company limited by shares formed under the laws of the United Kingdom (Buyer) and Wireless Facilities, Inc., a Delaware corporation (Seller).

LCC International, Inc. – Loan and Security Agreement (June 5th, 2006)

PREAMBLE. THIS LOAN AND SECURITY AGREEMENT (as it may be amended or modified from time to time, and together with all Schedules and Exhibits attached hereto, called herein this Agreement) is made by NOKIA INC., a Delaware corporation (Lender), LCC INTERNATIONAL, INC., a Delaware corporation (LCC), and LCC WIRELESS DESIGN SERVICES, LLC, a Delaware limited liability company (LWDS and together with LCC, jointly and severally, the Borrower) as of the Closing Date specified below, for the purpose of evidencing the terms and conditions on which Lender may extend certain financing accommodations to Borrower, as described more particularly below, as required by that certain Asset Purchase Agreement dated as of , 2006, by and among Lender, LCC and LWDS (as amended or modified from time to time, the Asset Purchase Agreement).

LCC International, Inc. – Asset Purchase Agreement (June 5th, 2006)

THIS ASSET PURCHASE AGREEMENT (this Agreement), dated as of June 2, 2006, is made and entered into by and among NOKIA INC., a Delaware corporation (Nokia), LCC INTERNATIONAL, INC., a Delaware corporation (LCC) and LCC WIRELESS DESIGN SERVICES, LLC, a Delaware limited liability company (LWDS and, together with LCC, the Company). Nokia, LCC and LWDS are sometimes individually referred to herein as a Party and collectively as the Parties.

LCC International, Inc. – Louis Salamone Employment Agreement (April 27th, 2006)

THIS EMPLOYMENT AGREEMENT (this Agreement) is dated as of April 21, 2006, by and between LCC International, Inc., a Delaware corporation (the Company), and Louis Salamone (the Executive).

LCC International, Inc. – Memorandum (April 27th, 2006)

Pursuant to the terms of the Amended and Restated Equity Incentive Plan (the Plan) of LCC International, Inc. (the Company), you have been granted options to purchase four hundred thousand (400,000) shares of the Companys Class A Common Stock. Your options were granted by the Board of Directors on April 21, 2006 (the Grant Date), and the exercise price is $ 3.75 per share, the fair market value of the underlying Class A Common Stock on the Grant Date.

LCC International, Inc. – Memorandum (April 27th, 2006)

Pursuant to the terms of the Amended and Restated Equity Incentive Plan (the Plan) of LCC International, Inc. (the Company), you have been granted stock units relating to one hundred fifty thousand (150,000) shares of the Companys Class A Common Stock. Your stock units were granted by the Compensation and Stock Option Committee of the Board of Directors of the Company (the Compensation Committee) on April 21, 2006 (the Grant Date).

LCC International, Inc. – Amended Executive Services Agreement (October 4th, 2005)

Tatum CFO Partners, LLP (Tatum) understands that LCC International, Inc. (the Company) desires to engage a partner of Tatum to serve as chief financial officer. This Executive Services Agreement sets forth the conditions under which such services will be provided.

LCC International, Inc. – Memorandum (October 4th, 2005)

You have been granted options to purchase five hundred thousand (500,000) shares of the Companys Class A Common Stock. Your options were granted by the Board of Directors on October 4, 2005 (the Grant Date), and the exercise price is $2.491 per share, the fair market value of the underlying Class A Common Stock on the Grant Date.