0001193125-05-063197 Sample Contracts

Northrop Grumman Space & Mission Systems Corp.
Letter Agreement • March 29th, 2005 • Northrop Grumman Corp /De/ • Search, detection, navagation, guidance, aeronautical sys

This letter (the “Letter Agreement”) is delivered to you pursuant to the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by the Company, as issuer, the undersigned, as selling stockholder, and Needham & Company, Inc., A.G. Edwards & Sons, Inc., Merriman Curhan Ford & Co. and Ferris Baker Watts, Incorporated, as the representatives (“you” or the “Representative”) of the several Underwriters (the “Underwriters”) to be named therein. Upon the terms and subject to the conditions of the Underwriting Agreement, the Underwriters intend to effect a public offering of Common Stock, par value $0.001 per share, of the Company (the “Shares”), to be sold for the accounts of the undersigned and of the Company (the “Offering”).

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