0001193125-05-140127 Sample Contracts

SHAREHOLDERS’ AGREEMENT dated as of July 1, 2005 among WIRELESS TELECOM GROUP, INC. and INVESTCORP TECHNOLOGY VENTURES LP and DAMANY HOLDING GMBH
Shareholders’ Agreement • July 11th, 2005 • Investcorp S A • Instruments for meas & testing of electricity & elec signals • New York

SHAREHOLDERS’ AGREEMENT (this “AGREEMENT”), dated as of July 1, 2005, among Wireless Telecom Group, Inc., a New Jersey corporation (the “COMPANY”), and Investcorp Technology Ventures, L.P., a limited partnership organized under the laws of the Cayman Islands (“INVESTCORP”), and Damany Holding GmbH, a private limited liability company organized under the laws of Germany and registered with the commercial register of the local court (Amtsgericht) of Munich under No. HRB 142 984 (“DAMANY” and, collectively with Investcorp, the “SELLERS”).

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Joint Filing Agreement
Joint Filing Agreement • July 11th, 2005 • Investcorp S A • Instruments for meas & testing of electricity & elec signals

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any amendments thereto) with respect to the common stock, par value $0.01 per share, of Wireless Telecom Group, Inc. This Joint Filing Agreement shall be filed as an exhibit to the Statement on Schedule 13D.

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