REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 7th, 2006 • Butler International Inc /Md/ • Services-help supply services • California
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of the 30th day of June, 2006 (this “Agreement”), by and between BUTLER INTERNATIONAL, INC., a Maryland corporation (“Parent”), and LEVINE LEICHTMAN CAPITAL PARTNERS III, L.P., a California limited partnership (“Purchaser”).
GENERAL AND CONTINUING GUARANTYGeneral and Continuing Guaranty • July 7th, 2006 • Butler International Inc /Md/ • Services-help supply services • California
THIS GENERAL AND CONTINUING GUARANTY (as amended from time to time, this “Guaranty”), dated as of June 30, 2006, is executed and delivered by the Persons listed on the signature pages hereof as “Guarantors” and any other Person at any time made a party hereto, whether by execution of an amendment or joinder hereto (each a “Guarantor” and collectively the “Guarantors”), in favor of LEVINE LEICHTMAN CAPITAL PARTNERS III, L.P., a California limited partnership, on behalf of itself and the other Indemnified Parties (in such capacity, the “Beneficiary”).
GENERAL AND CONTINUING GUARANTYGeneral and Continuing Guaranty • July 7th, 2006 • Butler International Inc /Md/ • Services-help supply services • California
THIS GENERAL AND CONTINUING GUARANTY (as amended from time to time, this “Guaranty”), dated as of June 30, 2006, is executed and delivered by Edward M. Kopko, an individual ("Guarantor"), in favor of LEVINE LEICHTMAN CAPITAL PARTNERS III, L.P., a California limited partnership, on behalf of itself and the other Indemnified Parties (in such capacity, the “Beneficiary”).
BUTLER INTERNATIONAL, INC. WARRANT TO PURCHASE 1,041,254 SHARES OF COMMON STOCKButler International Inc /Md/ • July 7th, 2006 • Services-help supply services • California
This Warrant is being issued in connection with the consummation of the transactions contemplated by that certain Securities Purchase Agreement dated as of June 30, 2006 (as amended from time to time, the “Securities Purchase Agreement”), by and among the Company, Holder and certain other parties.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 7th, 2006 • Butler International Inc /Md/ • Services-help supply services • California
THIS INVESTOR RIGHTS AGREEMENT is entered into as of June 30, 2006 (this “Agreement”), by and among BUTLER INTERNATIONAL, INC., a Maryland corporation (the “Parent”), LEVINE LEICHTMAN CAPITAL PARTNERS III, L.P., a California limited partnership (“Purchaser”), EDWARD KOPKO, an individual, and FREDERICK H. KOPKO, JR., an individual (“FK” and, together with EK, each individually a “Principal Shareholder” and collectively, the “Principal Shareholders”).
Levine Leichtman Capital Partners III, L.P. Beverly Hills, CA 90210 June 30, 2006Butler International Inc /Md/ • July 7th, 2006 • Services-help supply services • California
Reference is made to the Securities Purchase Agreement, dated the date hereof, (the “Agreement”) by and among Butler International, Inc., a Maryland corporation, (the “Parent”), Butler Service Group, Inc., a New Jersey corporation (“BSG”), Butler Services International, Inc., a Delaware corporation (“BSI”), Butler Telecom, Inc., a Delaware corporation (“Butler Telecom”), Butler Services, Inc., a Delaware corporation (“Butler Services”), Butler Utility Service, Inc., a Delaware corporation (“Butler Utility”), Butler Publishing, Inc., a Delaware corporation (“Butler Publishing” and together with Parent, BSG, BSI, Butler Telecom, Butler Services, and Butler Utility, are referred to hereinafter each individually as “Company”, and individually and collectively, jointly and severally, as the “Companies”), Parent’s subsidiaries signatory thereto as guarantors and Levine Leichtman Capital Partners III, L.P., a California limited partnership (the “Purchaser”). Terms used but not defined in this
SECURITIES PURCHASE AGREEMENT by and among BUTLER INTERNATIONAL, INC., a Maryland corporation EACH OF ITS SUBSIDIARIES SIGNATORY HERETO, and LEVINE LEICHTMAN CAPITAL PARTNERS III, L.P., a California limited partnership $2,500,000 Principal Amount...Securities Purchase Agreement • July 7th, 2006 • Butler International Inc /Md/ • Services-help supply services • California
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • July 7th, 2006 • Butler International Inc /Md/ • Services-help supply services • California
THIS INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”), dated as of June 30, 2006, is made among the persons signatory hereto as Creditors (each a “Creditor” and collectively, the “Creditors”), and LEVINE LEICHTMAN CAPITAL PARTNERS III, L.P., a California limited partnership (together with its successors and assigns and any other holders of the Securities, the “Purchaser”).
NONCOMPETITION AGREEMENTNoncompetition Agreement • July 7th, 2006 • Butler International Inc /Md/ • Services-help supply services • Florida
This NONCOMPETITION AGREEMENT (this “Agreement”) is made and entered into as of this 30th day of June, 2006, by and between Butler International, Inc., a Maryland corporation (the “Parent”) and Edward M. Kopko (“Kopko”). References to “Parent” in this Agreement shall include all direct and indirect subsidiaries of Butler International, Inc.
