EXHIBIT 1.1 2,000,000 Units RADYNE COMSTREAM INC. 2,000,000 UNITS EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE REDEEMABLE COMMON STOCK WARRANT UNDERWRITING AGREEMENTRadyne Comstream Inc • January 12th, 2000 • Radio & tv broadcasting & communications equipment • New York
EXHIBIT 4.2 WARRANT AGREEMENT THIS WARRANT AGREEMENT ("Agreement") is dated as of this ____ day of ____________, 2000, by and between Radyne ComStream Inc., a New York corporation (the "Company") and Continental Stock Transfer & Trust Company, as...Warrant Agreement • January 12th, 2000 • Radyne Comstream Inc • Radio & tv broadcasting & communications equipment • New York
EXHIBIT 4.3 (FORM OF FACE OF WARRANT CERTIFICATE)Radyne Comstream Inc • January 12th, 2000 • Radio & tv broadcasting & communications equipment • New York
This Warrant Certificate and each Warrant represented hereby are issued pursuant to and are subject in all respects to the terms and conditions set forth in the Warrant Agreement (the "Warrant Agreement"), dated as of ____________, 2000, by and between the Company and the Warrant Agent.
STOCK PURCHASE LOAN AGREEMENTStock Purchase Loan Agreement • January 12th, 2000 • Radyne Comstream Inc • Radio & tv broadcasting & communications equipment • Arizona
This Loan Agreement ("Agreement") is made this 8th day of October, 1999 by and between Radyne ComStream Inc., a New York corporation ("the Company") with principal offices at 3138 East Elwood, Phoenix, Arizona, 84034 and Garry Kline, (the "Employee") whose address is, 1819 East Gary Street, Mesa, Arizona 85203.
AMENDMENTRadyne Comstream Inc • January 12th, 2000 • Radio & tv broadcasting & communications equipment • New York
EXHIBIT 10.18 GENERAL RELEASE AND SETTLEMENT AGREEMENT This Settlement Agreement and Release (the "Agreement") is entered into on this 29th Day of September, 1999, by and between Spar Aerospace Limited ("Spar"), on the one hand, and Radyne ComStream...General Release and Settlement Agreement • January 12th, 2000 • Radyne Comstream Inc • Radio & tv broadcasting & communications equipment • California
EXHIBIT 4.5 FORM OF LOCK-UP AGREEMENT HD Brous & Co., Inc. As Representative of the Several Underwriters c/o HD Brous & Co., Inc. 40 Cuttermill Road Great Neck, New York 11021 RE: RADYNE COMSTREAM INC. (THE "COMPANY") Ladies & Gentlemen: The...Radyne Comstream Inc • January 12th, 2000 • Radio & tv broadcasting & communications equipment
The undersigned is or may become an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Units consisting of Common Stock and Warrants (the "Offering") for which you will act as the representative of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering.
