Comtech Telecommunications Corp /De/ Sample Contracts

AMENDED AND RESTATED ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • July 25th, 2000 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • California
Common Stock
Underwriting Agreement • February 17th, 2000 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Illinois
LICENSE AGREEMENT
License Agreement • October 29th, 1999 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Ontario
and
Rights Agreement • December 23rd, 1998 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Delaware
between
Asset Purchase Agreement • October 16th, 2002 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENTdated as ofNovember 30, 2022,amongCOMTECH TELECOMMUNICATIONS CORP.,as Borrower,The Lenders Party Hereto,andCITIBANK, N.A., as Administrative Agent, Issuing Bank and Swingline...
Credit Agreement • December 1st, 2022 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • New York

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 30, 2022 (this “Agreement”), among COMTECH TELECOMMUNICATIONS CORP., a Delaware corporation (the “Borrower”), the LENDERS party hereto and CITIBANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender.

AGREEMENT
Loan and Security Agreement • October 25th, 2001 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment
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Asset Purchase Agreement • May 14th, 2001 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • New York
Comtech Telecommunications Corp. 7,145,000 Shares Common Stock ($0.10 par value) Underwriting Agreement
Underwriting Agreement • June 17th, 2016 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • New York

Comtech Telecommunications Corp., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), 7,145,000 shares of common stock, $0.10 par value (“Common Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 1,071,750 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.

THIRD AMENDED AND RESTATED CREDIT AGREEMENTdated as ofNovember 7, 2023,amongCOMTECH TELECOMMUNICATIONS CORP.,as Borrower,The Lenders Party Hereto,andCITIBANK, N.A., as Administrative Agent and Issuing Bank _________________________CITIBANK, N.A.,...
Credit Agreement • December 7th, 2023 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • New York

THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 7, 2023 (this “Agreement”), among COMTECH TELECOMMUNICATIONS CORP., a Delaware corporation (the “Borrower”), the LENDERS party hereto and CITIBANK, N.A., as Administrative Agent and Issuing Bank.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 8th, 2007 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Delaware

This Indemnification Agreement (“Agreement”) is made as of ________ by and among Comtech Telecommunications Corp., a Delaware corporation (the “Company”), and ___________________ (“Indemnitee”).

CHANGE-IN-CONTROL AGREEMENT Tier 1
Change-in-Control Agreement • September 29th, 2022 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • New York

Comtech Telecommunications Corp. considers it essential to the best interests of its stockholders to foster the continued employment of its key management personnel and the key management personnel of its subsidiaries (such subsidiaries, together with Comtech Telecommunications Corp., collectively referred to as the “Company”). In addition, our Board of Directors (the “Board”) recognizes that the possibility of a change in ownership or control of the Company may result in the departure or distraction of key personnel to the detriment of the Company and our stockholders. Therefore, the Board has determined to enter into this agreement with you (i) to encourage and reinforce your attention and dedication to your assigned duties without distraction, including in the face of the disruptive circumstances that can arise from a possible change in control of the Company, (ii) to enhance our ability to retain you, and (iii) to provide you with fair and reasonable protection, including protectio

AGREEMENT AND PLAN OF MERGER by and among COMTECH TELECOMMUNICATIONS CORP., CONVOY LTD. and GILAT SATELLITE NETWORKS LTD. Dated January 29, 2020
Merger Agreement • January 29th, 2020 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Delaware

This agreement and plan of merger (this “Agreement”) is dated January 29, 2020, among COMTECH TELECOMMUNICATIONS CORP., a Delaware corporation (“Parent”), CONVOY LTD., a company organized under the Laws of the State of Israel and a wholly owned subsidiary of Parent (“Merger Sub”), and GILAT SATELLITE NETWORKS LTD., a company organized under the Laws of the State of Israel (the “Company,” and together with Parent and Merger Sub, the “Parties”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.

AGREEMENT AND PLAN OF MERGER
Merger Agreement • November 23rd, 2015 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • New York

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 22, 2015, is made by and among Comtech Telecommunications Corp., a Delaware corporation (“Parent”), Typhoon Acquisition Corp., a Maryland corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), and TeleCommunication Systems, Inc., a Maryland corporation (the “Company”). Parent, Merger Sub and the Company are referred to herein collectively as the “Parties.” Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in Article 1.

REGISTRATION RIGHTS AGREEMENT BY AND AMONG COMTECH TELECOMMUNICATIONS CORP., AND THE ENTITIES LISTED ON EXHIBIT B HERETO Dated as of October 17, 2024
Registration Rights Agreement • October 18th, 2024 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Delaware

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of October 17, 2024, by and among Comtech Telecommunications Corp., a Delaware corporation (the “Company”), and the entities that are listed on Exhibit B attached hereto (each, an “Investor” and collectively, the “Investors”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 13th, 2024 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Delaware

This Indemnification Agreement (“Agreement”) is made as of the date hereof, or the date of the appointment to the Board of Directors, whichever shall be earlier, by and among Comtech Telecommunications Corp., a Delaware corporation (the “Company”), and _________ (“Indemnitee”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2025 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • New York

This Employment Agreement (this “Agreement”) is made and entered into as of February 26, 2024, by and between Jeff Robertson(“Executive”) and Comtech Telecommunications Corp., a Delaware corporation (the “Company”).

LONG TERM PERFORMANCE SHARE AWARD AGREEMENT PURSUANT TO THE COMTECH TELECOMMUNICATIONS CORP.
Long Term Performance Share Award Agreement • September 24th, 2019 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Delaware

THIS LONG TERM PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”), made effective as of [GRANT DATE], by and between Comtech Telecommunications Corp. (the “Company”) and [PARTICIPANT NAME] (the “Participant”).

COMTECH TELECOMMUNICATIONS CORP. and The Bank of New York Mellon, as Trustee
Indenture • May 13th, 2009 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • New York

THIS INDENTURE, dated as of May 8, 2009, is between Comtech Telecommunications Corp., a corporation duly organized under the laws of the State of Delaware (the “Company”), and The Bank of New York Mellon, a New York banking corporation, as Trustee (the “Trustee”).

TENDER AND SUPPORT AGREEMENT by and among comtech telecommunications corp. Typhoon acquisition Corp, telecommunication systems, inc. and Jon B. Kutler dated as of
Tender and Support Agreement • November 23rd, 2015 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Maryland

This Tender and Support Agreement (this “Agreement”), dated as of November 22, 2015 2015, is by and among Comtech Telecommunications Corp., a Delaware corporation (“Parent”), Typhoon Acquisition Corp, a Maryland corporation and a wholly owned subsidiary of Parent (“Merger Sub”), TeleCommunication Systems, Inc., a Maryland corporation (the “Company”), and Jon B. Kutler (the “Shareholder”). Capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement (as defined below).

EMPLOYMENT AGREEMENT
Employment Agreement • December 7th, 2016 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • New York

SIXTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated November 18, 2016 (the “Effective Date”) between Comtech Telecommunications Corp. (the “Company”) and Fred Kornberg (“Kornberg”).

AGREEMENT AND PLAN OF MERGER by and among COMTECH TELECOMMUNICATIONS CORP., ANGELS ACQUISITION CORP. and CPI INTERNATIONAL, INC. dated as of May 8, 2010
Merger Agreement • May 11th, 2010 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 8, 2010, is entered into by and among Comtech Telecommunications Corp., a Delaware corporation (“Parent”), Angels Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and CPI International, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1.1.

PERFORMANCE SHARE AWARD AGREEMENT PURSUANT TO THE COMTECH TELECOMMUNICATIONS CORP.
Performance Share Award Agreement • October 3rd, 2013 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Delaware

THIS PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”), made effective as of [GRANT DATE], by and between Comtech Telecommunications Corp. (the “Company”) and [PARTICIPANT NAME] (the “Participant”).

AGREEMENT AND PLAN OF MERGER among COMTECH TELECOMMUNICATIONS CORP., COMTECH TA CORP. and RADYNE CORPORATION Dated as of May 10, 2008
Merger Agreement • May 22nd, 2008 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of May 10, 2008, by and among COMTECH TELECOMMUNICATIONS CORP., a Delaware corporation (“Parent”), COMTECH TA CORP., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and RADYNE CORPORATION, a Delaware corporation (the “Company”).

SUBSCRIPTION AND EXCHANGE AGREEMENT BY AND AMONG Comtech Telecommunications Corp. AND THE ENTITIES LISTED ON EXHIBIT B HERETO Dated as of March 3, 2025
Subscription and Exchange Agreement • March 4th, 2025 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Delaware

This SUBSCRIPTION AND EXCHANGE AGREEMENT dated as of March 3, 2025 (this “Agreement”), is by and among Comtech Telecommunications Corp., a Delaware corporation (the “Company”), and the entities that are listed on Exhibit B attached hereto (each, an “Investor” and collectively, the “Investors”). Capitalized terms used but not defined herein have the meanings assigned to them in Exhibit A attached hereto.

ARTICLE I DEFINED TERMS; GENERAL MATTERS
Loan and Security Agreement • October 30th, 2000 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Alabama
FORM OF COMTECH TELECOMMUNICATIONS CORP. VOTING AGREEMENT VOTING AGREEMENT
Voting Agreement • March 4th, 2025 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Delaware

THIS VOTING AGREEMENT (this “Agreement”), is made and entered into as of March 3, 2025, by and between Comtech Telecommunications Corp., a Delaware corporation (the “Company”), and the undersigned [Magnetar] / [White Hat] Investors (each, an “Investor”; together, the “Investors”). Capitalized terms used but not defined herein shall have their respective meanings set forth in that certain Subscription and Exchange Agreement (the “Subscription and Exchange Agreement”), dated as of March 3, 2025, by and among the Company, Investors, and certain other parties thereto.

REGISTRATION RIGHTS AGREEMENT BY AND AMONG COMTECH TELECOMMUNICATIONS CORP., AND THE ENTITIES LISTED ON EXHIBIT B HERETO Dated as of June 17, 2024
Registration Rights Agreement • June 18th, 2024 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Delaware

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of June 17, 2024, by and among Comtech Telecommunications Corp., a Delaware corporation (the “Company”), and the entities that are listed on Exhibit B attached hereto (each, an “Investor” and collectively, the “Investors”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A.

FORM OF COMTECH TELECOMMUNICATIONS CORP. VOTING AGREEMENT
Voting Agreement • June 18th, 2024 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Delaware

THIS VOTING AGREEMENT (this “Agreement”), is made and entered into as of June 17, 2024, by and between Comtech Telecommunications Corp., a Delaware corporation (the “Company”), and the undersigned [Magnetar] / [White Hat] Investors (each, an “Investor”; together, the “Investors”). Capitalized terms used but not defined herein shall have their respective meanings set forth in that certain Subscription and Exchange Agreement (the “Subscription and Exchange Agreement”), dated as of June 17, 2024, by and among the Company, Investors, and certain other parties thereto.

SIXTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • September 26th, 2012 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • New York

THIS SIXTH AMENDMENT, dated as of June 6, 2012 (this “Amendment”) to the Credit Agreement, dated as of June 24, 2009 (as amended, restated, supplemented or modified, from time to time, the “Credit Agreement”), by and among COMTECH TELECOMMUNICATIONS CORP., a Delaware corporation (the “Company”), the Lenders party thereto and CITIBANK, N.A., a national banking association, as Administrative Agent for the Lenders.