SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Rand Worldwide, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

05349Y104

(CUSIP Number)

James T. Barrett, Esq.

Edwards Wildman Palmer LLP

111 Huntington Avenue, Boston, MA 02199

(617) 239-0100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 26, 2014

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 05349Y104

1.	Names of Reporting Persons. RWWI Holdings LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6.	Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power 25,232,682
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 25,232,682
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 25,232,682
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.	Percent of Class Represented by Amount in Row (11) 46.3%*
14.	Type of Reporting Person (See Instructions) CO

* Percentage calculated based on 54,491,296 shares of the Issuer’s common stock, $0.01 par value (the “Common Stock”), outstanding on September 22, 2014, as disclosed in the Issuer’s Annual Report on Form 10-K filed on September 29, 2014.

SCHEDULE 13D

CUSIP No. 05349Y104

1.	Names of Reporting Persons. Ampersand 2006 Limited Partnership
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6.	Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power 25,232,682
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 25,232,682
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 25,232,682
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.	Percent of Class Represented by Amount in Row (11) 46.3%*
14.	Type of Reporting Person (See Instructions) PN

* Percentage calculated based on 54,491,296 shares of the Issuer’s common stock, $0.01 par value (the “Common Stock”), outstanding on September 22, 2014, as disclosed in the Issuer’s Annual Report on Form 10-K filed on September 29, 2014. As of September 29, 2014, RWWI Holdings LLC (“Holdings LLC”) held 25,232,682 shares of Common Stock. Either directly or indirectly through one or more of the Funds (as defined below), each of Ampersand 2006 Limited Partnership (“Fund 1”), AMP-06 Management Company Limited Partnership (“Fund 2”) and AMP-06 MC LLC (“Fund 3” and, collectively with Fund 1 and Fund 2, the “Funds”) may be deemed to beneficially own the Common Stock held by Holdings LLC for purposes of Rule 13d-3 of the Securities Exchange Act of 1934. Fund 1 is the sole manager of Holdings LLC with the exclusive right and full authority to manage and operate Holdings LLC, including with respect to voting and disposition of the Common Stock held by Holdings LLC. Fund 2 is the General Partner of Fund 1, and Fund 3 is the General Partner of Fund 2. Each of the Funds disclaims beneficial ownership of the Common Stock except to the extent of its respective pecuniary interest therein.

SCHEDULE 13D

CUSIP No. 05349Y104

1.	Names of Reporting Persons. AMP-06 Management Company Limited Partnership
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6.	Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power 25,232,682
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 25,232,682
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 25,232,682
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.	Percent of Class Represented by Amount in Row (11) 46.3%*
14.	Type of Reporting Person (See Instructions) PN

* Percentage calculated based on 54,491,296 shares of the Issuer’s common stock, $0.01 par value (the “Common Stock”), outstanding on September 22, 2014, as disclosed in the Issuer’s Annual Report on Form 10-K filed on September 29, 2014. As of September 29, 2014, RWWI Holdings LLC (“Holdings LLC”) held 25,232,682 shares of Common Stock. Either directly or indirectly through one or more of the Funds (as defined below), each of Ampersand 2006 Limited Partnership (“Fund 1”), AMP-06 Management Company Limited Partnership (“Fund 2”) and AMP-06 MC LLC (“Fund 3” and, collectively with Fund 1 and Fund 2, the “Funds”) may be deemed to beneficially own the Common Stock held by Holdings LLC for purposes of Rule 13d-3 of the Securities Exchange Act of 1934. Fund 1 is the sole manager of Holdings LLC with the exclusive right and full authority to manage and operate Holdings LLC, including with respect to voting and disposition of the Common Stock held by Holdings LLC. Fund 2 is the General Partner of Fund 1, and Fund 3 is the General Partner of Fund 2. Each of the Funds disclaims beneficial ownership of the Common Stock except to the extent of its respective pecuniary interest therein.

SCHEDULE 13D

CUSIP No. 05349Y104

1.	Names of Reporting Persons. AMP-06 MC LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6.	Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power 25,232,682
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 25,232,682
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 25,232,682
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.	Percent of Class Represented by Amount in Row (11) 46.3%*
14.	Type of Reporting Person (See Instructions) CO

* Percentage calculated based on 54,491,296 shares of the Issuer’s common stock, $0.01 par value (the “Common Stock”), outstanding on September 22, 2014, as disclosed in the Issuer’s Annual Report on Form 10-K filed on September 29, 2014. As of September 29, 2014, RWWI Holdings LLC (“Holdings LLC”) held 25,232,682 shares of Common Stock. Either directly or indirectly through one or more of the Funds (as defined below), each of Ampersand 2006 Limited Partnership (“Fund 1”), AMP-06 Management Company Limited Partnership (“Fund 2”) and AMP-06 MC LLC (“Fund 3” and, collectively with Fund 1 and Fund 2, the “Funds”) may be deemed to beneficially own the Common Stock held by Holdings LLC for purposes of Rule 13d-3 of the Securities Exchange Act of 1934. Fund 1 is the sole manager of Holdings LLC with the exclusive right and full authority to manage and operate Holdings LLC, including with respect to voting and disposition of the Common Stock held by Holdings LLC. Fund 2 is the General Partner of Fund 1, and Fund 3 is the General Partner of Fund 2. Each of the Funds disclaims beneficial ownership of the Common Stock except to the extent of its respective pecuniary interest therein.

Explanatory Statement

This Amendment No. 1 to Schedule 13D (“Amendment”) relates to the Common Stock, par value $0.01 per share (“Common Stock”), of Rand Worldwide, Inc. (the “Issuer”). This Amendment is being filed jointly by RWWI Holdings LLC (“Holdings LLC”), Ampersand 2006 Limited Partnership (“Fund 1”), AMP-06 Management Company Limited Partnership (“Fund 2”) and AMP-06 MC LLC (“Fund 3”, and together with Fund 1 and Fund 2, the “Funds”, and collectively with Holdings LLC, the “Reporting Persons”) to amend and supplement the Items set forth below of the Reporting Persons’ Schedule 13D previously filed with the Securities and Exchange Commission on August 24, 2010. Unless otherwise indicated herein, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D, and unless amended or supplemented hereby, all information previously filed remains in effect.

Item 4. Purpose of Transaction

On September 26, 2014, Holdings LLC entered into a stock purchase agreement (the “Purchase Agreement”) with 3K Limited Partnership (“3K”), pursuant to which 3K purchased 9,000,000 shares of the Issuer’s Common Stock from Holdings LLC for an aggregate purchase price of $10,800,000. The Purchase Agreement includes a put right, exercisable by 3K under certain circumstances, pursuant to which 3K will have the right to require Holdings LLC to repurchase all 9,000,000 of the shares at the aggregate purchase price of $10,800,000 if (i) the Issuer fails to commence a tender offer for at least a majority of its outstanding Common Stock at a price of $1.20 per share (the “Tender Price”) by October 10, 2014, or (ii) having commenced such tender offer, the Issuer withdraws or terminates the tender offer without having purchased the tendered shares at the Tender Price (other than any shares not purchased pursuant to any proration procedures in the tender offer), or (iii) the Issuer has not completed the tender offer by November 15, 2014, such that following the tender offer 3K owns a majority of the Issuer’s shares then outstanding. Holdings LLC has agreed in the Purchase Agreement to tender all 25,232,682 of its remaining shares of the Issuer’s Common Stock in the tender offer contemplated by the Issuer and described below. Holdings LLC has further agreed in the Purchase Agreement not to exercise its board designation rights under the Stockholders’ Agreement without the written consent of 3K for so long as the Stockholders’ Agreement remains in effect.

On September 29, 2014, the Issuer announced that it intends to commence a tender offer to repurchase, for cash, up to 27,530,816 shares of its Common Stock at a purchase price of $1.20 per share. The tender offer will be subject to “odd lot” priority and proration procedures to be described in the Issuer’s Offer to Purchase. In accordance with the terms of the Purchase Agreement described above, Holdings LLC intends to tender all of its shares of Common Stock held after giving effect to the Purchase Agreement, or 25,232,682 shares, in the tender offer (subject to the proration procedures for the tender offer). After giving effect to its intended tender of shares in the tender offer (assuming no proration of such tender), Holdings LLC will hold no shares of the Issuer’s Common Stock.

In a Current Report on Form 8-K filed September 29, 2014, the Issuer has disclosed that upon the Issuer’s acceptance of and payment for the shares tendered in the tender offer (i) the two members of its board of directors who are currently serving as designees of Holdings LLC – Dr. Richard A. Charpie and Charles D. Yie – are expected to resign from the Board, as is Manu Parpia, an independent director, and that (ii) the Issuer and Marc L. Dulude, its Chairman and Chief Executive Officer, have reached an understanding that Mr. Dulude will step down from each of his positions at the Issuer, including from the Board. The Issuer disclosed its expectation that Lawrence Rychlak, currently President and Chief Financial Officer and a director of the Issuer, will be appointed to serve as Chief Executive Officer, pending arrangement of final terms. No definitive timetable for these changes has been finalized.

Except as set forth herein, the Reporting Persons have not formulated any plans or proposals that relate to, or would otherwise result in, any matter required to be disclosed pursuant to paragraph (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a) See items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number of shares and percentage of Common Stock beneficially owned by each of the Reporting Persons.

(b) See items 7 through 10 of the cover pages to this Schedule 13D for the number of shares of Common Stock beneficially owned by each of the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, and sole or shared power to dispose or to direct the disposition.

(c) Other than pursuant to the transactions described in Item 4 and Item 6, which are incorporated herein by reference, the Reporting Persons have not engaged in any transactions in any shares of Common Stock during the past 60 days.

(d) None.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Purchase Agreement. The description of the Purchase Agreement in Item 4 is hereby incorporated by reference into this Item 6. The description of the Purchase Agreement is qualified in its entirety by reference to the instrument filed as an exhibit to this filing, which is incorporated by reference into this Item 6.

Item 7. Material to be Filed as Exhibits

The following agreements are included as exhibits to this filing:

Exhibit 1	Joint Filing Agreement. Filed herewith.
Exhibit 2	Stock Purchase Agreement, dated as of September 26, 2014, by and between RWWI Holdings LLC and 3K Limited Partnership. Filed herewith.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

Date: September 29, 2014	RWWI HOLDINGS LLC
	By:	Ampersand 2006 Limited Partnership, its Manager
	By:	AMP-06 Management Company Limited Partnership, its General Partner
	By:	AMP-06 MC LLC, its General Partner
	By:	/s/ Herbert H. Hooper
		Herbert H. Hooper
		Principal Managing Member
Date: September 29, 2014	AMPERSAND 2006 LIMITED PARTNERSHIP
	By:	AMP-06 Management Company Limited Partnership, its General Partner
	By:	AMP-06 MC LLC, its General Partner
	By:	/s/ Herbert H. Hooper
		Herbert H. Hooper
		Principal Managing Member
Date: September 29, 2014	AMP-06 MANAGEMENT COMPANY LIMITED PARTNERSHIP
	By:	AMP-06 MC LLC, its General Partner
	By:	/s/ Herbert H. Hooper
		Herbert H. Hooper
		Principal Managing Member
Date: September 29, 2014	AMP-06 MC LLC
	By:	/s/ Herbert H. Hooper
		Herbert H. Hooper
		Principal Managing Member

EXHIBIT INDEX

Exhibit 1	Joint Filing Agreement. Filed herewith.
Exhibit 2	Stock Purchase Agreement, dated as of September 26, 2014, by and between RWWI Holdings LLC and 3K Limited Partnership. Filed herewith.

EX-1

Exhibit 1

JOINT FILING AGREEMENT OF

RWWI HOLDINGS LLC

AMPERSAND 2006 LIMITED PARTNERSHIP

AMP-06 MANAGEMENT COMPANY LIMITED PARTNERSHIP AND

AMP-06 MC LLC

The undersigned persons agree and consent pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, as of the date set forth below, to the joint filing on their behalf of the foregoing statement on Schedule 13D to which this Exhibit is attached, in connection with their beneficial ownership of the common stock of Rand Worldwide, Inc., and agree that such statement is filed on behalf of each of them.

Date: September 29, 2014	RWWI HOLDINGS LLC
	By:	Ampersand 2006 Limited Partnership, its Manager
	By:	AMP-06 Management Company Limited Partnership, its General Partner
	By:	AMP-06 MC LLC, its General Partner
	By:	/s/ Richard A. Charpie
		Richard A. Charpie
		Principal Managing Member
Date: September 29, 2014	AMPERSAND 2006 LIMITED PARTNERSHIP
	By:	AMP-06 Management Company Limited Partnership, its General Partner
	By:	AMP-06 MC LLC, its General Partner
	By:	/s/ Richard A. Charpie
		Richard A. Charpie
		Principal Managing Member
Date: September 29, 2014	AMP-06 MANAGEMENT COMPANY LIMITED PARTNERSHIP
	By:	AMP-06 MC LLC, its General Partner
	By:	/s/ Richard A. Charpie
		Richard A. Charpie
		Principal Managing Member
Date: September 29, 2014	AMP-06 MC LLC
	By:	/s/ Richard A. Charpie
		Richard A. Charpie
		Principal Managing Member

EX-2

Exhibit 2

Execution Version

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is made and entered into as of September 26, 2014, by and between RWWI Holdings LLC (“Seller”) and Rand Acquisition LLC (“Buyer”).

RECITALS

WHEREAS, Seller is the holder of shares of common stock, par value $0.01 per share (the “Common Stock”), of Rand Worldwide, Inc., a Delaware corporation (the “Company”);

WHEREAS, Seller desires to sell Nine Million (9,000,000) of its shares of such common stock (the “Shares”), to Buyer upon the terms and conditions set forth herein (the “Transaction”); and

WHEREAS, Buyer desires to acquire the Shares from Seller upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the representations, warranties, and covenants contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Purchase of Shares from Seller. Subject to and upon the terms of this Agreement, on the date hereof (the “Closing Date”, with the purchase and sale of the Shares and the transactions contemplated hereby referred to as the “Closing”), Seller will sell, transfer, and assign all of its right, title and interest in the Shares to Buyer, in consideration for the payment by Buyer of the Purchase Price (as defined in Section 2).

2. Purchase Price for the Shares. The aggregate purchase price for the Shares shall be Ten Million Eight Hundred Thousand Dollars ($10,800,000.00) (the “Purchase Price”).

3. Payment of Purchase Price. On the Closing Date: (i) Buyer shall pay to Seller, in cash or by wire transfer of immediately available funds, the Purchase Price and (ii) Seller shall deliver to Buyer one or more the certificate(s) representing the Shares, together with a duly executed stock power or irrevocable instructions to the Company’s transfer agent authorizing the transfer of the Shares to Buyer in the Company’s stock records. Seller hereby acknowledges and agrees that, upon the Closing, it shall no longer have any ownership interest in the Shares, other than the right to receive the Purchase Price therefor from Buyer.

4. Seller Representations and Warranties. Seller represents and warrants to Buyer as follows:

(a) Title. Seller directly owns and has good and marketable title to the Shares, free and clear of any and all restrictions, voting arrangements, escrow arrangements, liens, encumbrances, options, and other adverse claims or third party rights whatsoever (“Liens”). Seller beneficially owns and has good and marketable title to an aggregate of 34,232,682 shares of Common Stock, free and clear of all Liens, of which 28,800,022 shares of Common Stock are held in certificated form registered in the name of Seller and 5,432,660 shares of Common Stock are beneficially owned in book-entry form.

(b) Authority. Seller has the full right, power, and authority to enter into this Agreement and to convey and sell the Shares to Buyer hereunder, and upon consummation of the sale, Buyer will acquire from Seller good and marketable title to the Shares, free and clear of all Liens.

(c) No Legal Bar. Seller is not a party to, subject to, or bound by any agreement or judgment, order, writ, prohibition, injunction, or decree of any court or other governmental body that would either (i) prevent Seller from entering into this Agreement and selling the Shares to Buyer pursuant to this Agreement or (ii) grant to anyone the right or option to purchase or otherwise acquire the Shares. There is no litigation pending or threatened against Seller that would impair the execution, delivery, and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby.

(d) No Broker’s Fees. No broker, finder, or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller.

(e) Non-Reliance. Seller has not requested, and Buyer has not provided, any information or advice with respect to the Company, and such information or advice is not necessary to or desired by Seller. Buyer has not made any representation as to the Company or its expected future financial performance.

(f) Buyer’s Reliance. Seller acknowledges that (i) Buyer is relying on Seller’s representations, warranties, acknowledgments, and agreements in this Agreement as a condition to proceeding with the Transaction; and (ii) without such representations, warranties, and agreements, Buyer would not enter into this Agreement or engage in the Transaction.

5. Buyer Representations and Warranties. Buyer represents and warrants to Seller as follows:

(a) Authority. Buyer has the full right, power, and authority to enter into this Agreement.

(b) Investment. Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the transfer of the Shares pursuant to this Agreement isnot being registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

(c) No Broker’s Fees. No broker, finder, or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer.

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(d) No Legal Bar. Buyer is not a party to, subject to, or bound by any agreement or judgment, order, writ, prohibition, injunction, or decree of any court or other governmental body that would prevent Buyer from entering into this Agreement and purchasing Shares pursuant to this Agreement. There is no litigation pending or threatened against Buyer that would impair the execution, delivery, and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby.

(e) Non-Reliance.

(i) Buyer (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits, risks, and suitability of the Transaction, (ii) is able to bear the risk of an entire loss of its investment in the Shares, and (iii) is consummating the Transaction with a full understanding of all of the terms, conditions, and risks and willingly assumes those terms, conditions, and risks;

(ii) Buyer has received and carefully reviewed all information that it and its advisers deem necessary to make its decision to enter into the Transaction, including, without limitation, the Company’s public filings with the Securities and Exchange Commission and other publicly available information regarding the Company;

(iii) Buyer has evaluated the merits and risks of the Transaction based exclusively on its own independent review and consultations with such investment, legal, tax, accounting, and other advisers as it deemed necessary. Buyer has made its own decision concerning the Transaction without reliance on any representation or warranty of, or advice from, Seller; and

(iv) Buyer has not requested, and Seller has not provided, any information or advice with respect to the Shares, and such information or advice is not necessary to or desired by Buyer. Seller has not made any representation as to the Company.

(f) Seller’s Reliance. Buyer acknowledges that (i) Seller is relying on Buyer’s representations, warranties, acknowledgments, and agreements in this Agreement as a condition to proceeding with the Transaction; and (ii) without such representations, warranties, and agreements, Seller would not enter into this Agreement or engage in the Transaction.

6. Covenants and Agreements.

(a) Board Designation. Seller shall not, without the written consent of Buyer, assert any board designation rights pursuant to the Stockholders’ Agreement, dated as of August 17, 2010, by and among Avatech Solutions, Inc., RWWI Holdings LLC and certain holders of Common Stock (the “Stockholders Agreement”) for so long as such agreement remains in effect. As of the Closing, Seller waives and relinquishes all rights of it and its affiliates under the Stockholders Agreement and the Registration Rights Agreement, dated as of August 17, 2010, by and between Avatech Solutions, Inc. and RWWI Holdings LLC (the “Registration Rights Agreement”). Following the consummation of the Offer (as defined below), Seller agrees (i) to the extent that the Stockholders Agreement has not terminated by its own terms, to take such steps as may be necessary in order promptly to cause its termination with no further liability or obligation of the Company, and (ii) not to exercise any additional demand rights under the Registration Rights Agreement.

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(b) Tender Offer. Seller hereby covenants and agrees with Buyer that Seller shall properly tender and not withdraw all of the remaining Shares of Common Stock (after giving effect to the Closing) that it directly and/or beneficially owns in the Offer (as described below).

(c) Further Assurances. Each party agrees to execute and deliver any instruments and to perform any acts that may be necessary or reasonably requested in order to give full effect to this Agreement. The parties agree and acknowledge that in no event will Buyer be required to participate in the Offer as a bidder or offeror.

7. Put Right.

(a) Upon the occurrence of the Put Trigger (defined below), and for a period of thirty (30) days thereafter, Buyer shall have the right (the “Put Right”), but not the obligation, to cause Seller to repurchase all, but not less than all, of the Shares at the Purchase Price. For purposes of this Section 7, the “Put Trigger” shall occur if (i) the Company fails for any reason to commence a tender offer under the Securities Exchange Act of 1934, as amended (the “Offer”), for at least 27 million of its outstanding shares of Common Stock at a price of $1.20 per share (the “Tender Price”) within ten (10) business days after the Closing Date, or (ii) having commenced the Offer, the Company for any reason withdraws or terminates the Offer without having purchased the shares of Common Stock tendered pursuant thereto at the Tender Price on the terms outlined in the Offer (other than shares not purchased pursuant to the proration procedures outlined in the Offer), or (iii) the Company for any reason has not completed the Offer (and purchased the shares tendered pursuant thereto, other than due to the proration procedures in the Offer, at the Tender Price) on the terms outlined therein by November 15, 2014 such that Buyer owns a majority of the Common Stock of the Company then outstanding.

(b) If Buyer desires to sell the Shares pursuant to Section 7(a), Buyer shall deliver to Seller a written notice (the “Put Exercise Notice”) exercising the Put Right. By delivering the Put Exercise Notice, Buyer represents and warrants to Seller that, at the time of such notice and at the time the Put Right is settled, (i) Buyer has and will have good and marketable title to the Shares, free and clear of any and all Liens other than Liens caused or incurred by Seller, and (ii) Buyer has the full right, power and authority to convey and sell the Shares pursuant to the Put Right hereunder, and upon consummation of the exercise of the Put Right, Seller will acquire from Buyer good and marketable title to the Shares, free and clear of all Liens other than Liens caused or incurred by Seller.

(c) The closing of any sale of Shares pursuant to this Section 7 shall take place no later than 5 business days following receipt by Seller of the Put Exercise Notice. For the avoidance of doubt, a Put Exercise Notice delivered within the thirty (30) day period described in Section 7(a) shall be valid even if the closing of the sale of Shares thereunder occurs after the expiration of such period. Seller shall give Buyer at least three (3) business days’ written notice of the date of closing (the “Put Right Closing Date”).

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(d) Seller will pay the Purchase Price for the Shares by wire transfer of immediately available funds on the Put Right Closing Date.

(e) Seller and Buyer shall each take all actions as may be reasonably necessary to consummate the sale contemplated by this Section 7 including, without limitation, entering into agreements and delivering certificates and instruments as may be deemed necessary or appropriate.

(f) At the closing of any sale and purchase pursuant to this Section 7, Buyer shall deliver to Seller a certificate or certificates representing the Shares to be sold (if any), accompanied by stock powers, against receipt of the Purchase Price.

(g) Seller shall not distribute, transfer, pledge, encumber or otherwise subject to any Lien any portion of the Purchase Price until such time as the Put Right may no longer be exercised pursuant to Section 7(a) above.

(h) Seller will not avoid or seek to avoid the observance or performance of any of the provisions to be observed or performed by it under Section 6 or Section 7, but will at all times in good faith carry out of all the provisions of Section 6 and Section 7 and will take all such action as may be necessary or appropriate to permit and facilitate any valid exercise by Buyer of the Put Right.

8. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the laws of the State of Delaware. The parties hereby consent to the jurisdiction of the state and federal courts situated within the State of Delaware.

9. Entire Agreement. This Agreement and all agreements and instruments to be delivered by the parties pursuant hereto represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede all prior oral and written and all contemporaneous oral negotiations, commitments and understandings between such parties. The representations and warranties contained in Sections 4 and 5 constitute all of the representations and warranties of such parties with respect to the transactions contemplated hereby. Except for this Agreement, Buyer hereby represents, warrants, acknowledges and agrees that it has not relied upon any information, representations, or warranties of Seller with respect to the Shares or the Transaction. Buyer waives any right it may have against Seller with respect to any omission of any kind on the part of Seller of any potentially material information.

10. Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of both parties hereto. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

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11. Termination. This Agreement may be terminated at any time prior to the Closing by the mutual written consent of both Buyer and Seller. This Agreement will terminate automatically, and shall become void and have no further effect, in the event that the Closing has not occurred by December 31, 2014.

12. Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same instrument.

13. Section Headings. The section headings are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties.

14. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

15. Binding Agreement; Assignment. This Agreement shall be binding upon, shall inure to be benefit of, and shall be enforceable by, the parties hereto and their respective successors and permitted assigns. No party to this Agreement may assign its rights or delegate its duties hereunder without the prior consent of the other party hereto.

SIGNATURES ON FOLLOWING PAGE

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IN WITNESS WHEREOF, the undersigned have entered into this Agreement as of the day and year first above written.

RWWI HOLDINGS LLC
By:	Ampersand 2006 Limited Partnership, its Manager
By:	AMP-06 Management Company Limited
Partnership, its General Partner
By:	AMP-06 MC LLC, its General Partner
By:	/s/ Herbert H. Hooper
	Herbert H. Hooper, Principal Managing Member
RAND ACQUISITION LLC
By:	/s/ Peter H. Kamin
Name:	Peter H. Kamin
Title:	Manager