5,500,000 SHARES COMTECH GROUP, INC. COMMON STOCK ($0.01 PAR VALUE) UNDERWRITING AGREEMENTUnderwriting Agreement • April 27th, 2007 • Comtech Group Inc • Electronic components & accessories • New York
Comtech Group, Inc., a Maryland corporation (the “Company”), and certain stockholders of the Company named in Schedule 2 attached hereto (the “Selling Stockholders”), propose to sell an aggregate of 5,500,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Of the 5,500,000 shares of the Firm Stock, 4,400,000 are being sold by the Company and 1,100,000 by the Selling Stockholders. In addition, the Company and the Selling Stockholders propose to grant to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) options to purchase up to an aggregate of 825,000 additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from the Company and the Selling Stockholders by the Underwriters.
