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Exhibit 10.3

Execution Copy

 

STANDSTILL AGREEMENT

 

THIS STANDSTILL AGREEMENT (the “ Agreement ”) dated as of June 11, 2008 (the “ Effective Date ”) by and among The Management Network Group, Inc., a Delaware corporation (the “ Company ”), Potomac Capital Management, LLC, Potomac Capital Management, Inc., Potomac Capital Partners LP, Potomac Capital International Ltd, Pleiades Investment Partners-R LP, and Paul J. Solit (collectively, the “ Stockholder ”).

A.       The Company has outstanding approximately 36,069,753 1 shares of Common Stock (as defined below).

B.        Stockholder is currently the Beneficial Owner of 5,696,499 shares of the Common Stock, par value .001 per share of the Company.

C.        The Company is willing to purchase 1,000,000 of such shares on the condition that Stockholder executes and delivers this Agreement to the Company.

NOW, THEREFORE, in consideration of the premises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Party, intending to be legally bound, hereby agrees as follows:

ARTICLE I

DEFINITIONS AND CONSTRUCTION

Section 1.1       Certain Definitions . As used in this Agreement, the following terms will have the meanings specified below:

13D Group ” has the meaning ascribed to it in Section 3.1(a)(i).

Affiliate ” has the meaning set forth in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.

Applicable Law ” means all applicable provisions of all (a) constitutions, treaties, statutes, laws (including common law), rules, regulations, ordinances or codes of any Governmental Authority, and (b) orders, decisions, injunctions, judgments, awards and decrees of any Governmental Authority.

Articles ” means the Certificate of Incorporation of the Company, as amended, restated or supplemented from time to time.

_________________________

Based on number in Form 10-Q for the Quarter Ended March 29, 2008.

 


 

Associate ” has the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations of the Exchange Act.

Beneficial Owner ” A Person will be deemed the “Beneficial Owner” of, and will be deemed to “Beneficially Own,” any securities:

(a)       which such Person or any of such Person’s Affiliates or Associates beneficially owns, directly or indirectly (as determined pursuant to Rule 13d-3 and Rule 13d-5(b) of the General Rules and Regulations of the Exchange Act as in effect on the date hereof);

(b)       which such Person or any of such Person’s Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), or upon the exercise of conversion rights, exchange rights, rights (other than rights issued pursuant to the Rights Plan), warrants or options, or otherwise; or (ii) the right to vote pursuant to any agreement, arrangement or understanding, provided, however , that a Person will not be deemed the “Beneficial Owner” of any security under this clause (ii) if the agreement, arrangement or understanding to vote such securities (A) arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations of the Exchange Act and (B) is not also then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report).

Business Day ” means a day other than a Saturday, a Sunday, a day on which banking institutions in the States of New York are authorized or obligated by law or required by executive order to be closed, or a day on which the NASDAQ is closed.

Common Stock ” means the common stock of the Company.

Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

Governmental Authority ” means any federal, state, local or political subdivision, governmental or administrative body, instrumentality, department or agency or any court, administrative hearing body, arbitration tribunal, commission or other similar dispute resolution panel or body, and any other entity exercising executive, legislative, judicial, regulatory or administrative functions of a government.

Person ” means an individual, a partnership, an association, a joint venture, a corporation, a limited liability company, a business, a trust, any entity organized under Applicable Law, an


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