0001169232-06-004836 Sample Contracts

Contract
Butler International Inc /Md/ • December 21st, 2006 • Services-help supply services • New Jersey

THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.

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SUBSCRIPTION AGREEMENT
Subscription Agreement • December 21st, 2006 • Butler International Inc /Md/ • Services-help supply services • Maryland
REGISTRATION RIGHTS AGREEMENT by and among BUTLER INTERNATIONAL, INC., and
Registration Rights Agreement • December 21st, 2006 • Butler International Inc /Md/ • Services-help supply services • New Jersey

THIS REGISTRATION RIGHTS AGREEMENT, is made as of December 15, 2006, by and among BUTLER INTERNATIONAL, INC., a Maryland corporation (the “Company”), and ________________ or its designees (the “Stockholder”).

REGISTRATION RIGHTS AGREEMENT by and among BUTLER INTERNATIONAL, INC., and
Registration Rights Agreement • December 21st, 2006 • Butler International Inc /Md/ • Services-help supply services • New Jersey

THIS REGISTRATION RIGHTS AGREEMENT, is made as of December 15, 2006, by and among BUTLER INTERNATIONAL, INC., a Maryland corporation (the “Company”), and _______________________________ or its designees (the “Stockholder”).

FIFTEENTH AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT
Credit Agreement • December 21st, 2006 • Butler International Inc /Md/ • Services-help supply services • New York

FIFTEENTH AMENDMENT AND LIMITED WAIVER, dated as of December 14, 2006, to the Credit Agreement referred to below (this “Amendment”) among BUTLER INTERNATIONAL, INC., a Maryland corporation (“Holdings”), BUTLER SERVICE GROUP, INC., a New Jersey corporation, as Borrower (the “Borrower”); the other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself, as Lender, and as Agent for Lenders (“Agent”) and the other Lenders signatory hereto from time to time.

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