EXHIBIT 10.1 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 17th, 2004 • Radyne Comstream Inc • Radio & tv broadcasting & communications equipment • Delaware
RECITALSEmployment Agreement • January 17th, 2006 • Radyne Corp • Radio & tv broadcasting & communications equipment • Arizona
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 • February 7th, 2000 • Radyne Comstream Inc • Radio & tv broadcasting & communications equipment • New York
EXHIBIT 4.3 (FORM OF FACE OF WARRANT CERTIFICATE)Warrant Agreement • January 12th, 2000 • Radyne Comstream Inc • 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.
RADYNE COMSTREAM LOGO] June 18, 2003 HAND DELIVERED Mr. Richard P. Johnson [Address] Re: Change in Control Agreement Dear Rich: Upon execution by you, this letter will constitute your Change in Control Agreement ("Agreement") with Radyne ComStream...Change in Control Agreement • August 14th, 2003 • Radyne Comstream Inc • Radio & tv broadcasting & communications equipment • Arizona
1,500,000 UNITS EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE REDEEMABLE COMMON STOCK WARRANTUnderwriting Agreement • November 12th, 1999 • Radyne Comstream Inc • Radio & tv broadcasting & communications equipment • Arizona
Exhibit 1.1 2,400,000 Units RADYNE COMSTREAM INC. 2,400,000 UNITS EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE REDEEMABLE COMMON STOCK WARRANT UNDERWRITING AGREEMENTUnderwriting Agreement • February 7th, 2000 • Radyne Comstream Inc • Radio & tv broadcasting & communications equipment • New York
EXHIBIT 10.3 LEASE AGREEMENT BASIC LEASE INFORMATION Date: November 11, 1997Lease Agreement • March 27th, 1998 • Radyne Corp • Radio & tv broadcasting & communications equipment
RECITALSLease Amendment • January 11th, 1999 • Radyne Corp • Radio & tv broadcasting & communications equipment • California
APPENDIX A TO CONVERTIBLE PROMISSORY NOTE RADYNE CORP. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 28th, 1998 • Radyne Corp • Radio & tv broadcasting & communications equipment • California
FORM OF FACE OF WARRANT CERTIFICATE)Warrant Agreement • November 12th, 1999 • Radyne Comstream Inc • Radio & tv broadcasting & communications equipment
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.
AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENTEmployment Agreement • January 17th, 2006 • Radyne Corp • Radio & tv broadcasting & communications equipment • Arizona
RECITALSEmployment Agreement • March 16th, 2005 • Radyne Comstream Inc • Radio & tv broadcasting & communications equipment • Arizona
------------------------------------------------------------------------------- - UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE...Annual Report • January 11th, 1999 • Radyne Corp • Radio & tv broadcasting & communications equipment
STOCK PURCHASE AGREEMENT BY AND BETWEEN SPAR AEROSPACE LIMITED AND RADYNE CORP. AUGUST 28, 1998 TABLE OF CONTENTSStock Purchase Agreement • August 28th, 1998 • Radyne Corp • Radio & tv broadcasting & communications equipment • California
FORM OFPromotional Shares Lock-in Agreement • January 24th, 2000 • Radyne Comstream Inc • Radio & tv broadcasting & communications equipment
INDEMNITY AGREEMENTIndemnity Agreement • January 11th, 1999 • Radyne Corp • Radio & tv broadcasting & communications equipment
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...Settlement Agreement • January 12th, 2000 • Radyne Comstream Inc • Radio & tv broadcasting & communications equipment • California
AGREEMENTLoan Agreement • April 27th, 2001 • Radyne Comstream Inc • Radio & tv broadcasting & communications equipment • California
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 24th, 2006 • Radyne Corp • Radio & tv broadcasting & communications equipment • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 200___by and between Radyne Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER among COMTECH TELECOMMUNICATIONS CORP., COMTECH TA CORP. and RADYNE CORPORATION Dated as of May 10, 2008Merger Agreement • May 12th, 2008 • Radyne Corp • 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”).
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.
Re: Your Change in Control AgreementChange in Control Agreement • May 22nd, 2008 • Radyne Corp • Radio & tv broadcasting & communications equipment • Arizona
Upon execution by you, this letter will constitute your Change in Control Agreement (“Agreement”) with Radyne Corporation., (the “Company”).
LEASE (Bondable Triple Net)Lease • January 11th, 1999 • Radyne Corp • Radio & tv broadcasting & communications equipment • California
Exhibit 10.5 SECOND AMENDMENT TO LEASE This SECOND AMENDMENT TO LEASE ("Amendment") is made to be effective as of the 18th day of November, 1998, by and between KILROY REALTY, L.P., a Delaware limited partnership ("Landlord") and COMSTREAM...Lease • January 11th, 1999 • Radyne Corp • Radio & tv broadcasting & communications equipment
AGREEMENT AND PLAN OF MERGER by and among RADYNE CORPORATION, a Delaware corporation, AEROASTRO ACQUISITION INC., a Delaware corporation, AEROASTRO, INC., a Delaware corporation, THE PRINCIPAL AEROASTRO SHAREHOLDERS, and DR. RICK FLEETER, in his...Merger Agreement • August 2nd, 2007 • Radyne Corp • Radio & tv broadcasting & communications equipment • Virginia
This MERGER AGREEMENT (the “Agreement”) is made as of July 5, 2007 by and among Radyne Corporation, a Delaware corporation (“Radyne”); AeroAstro Acquisition Inc., a Delaware corporation wholly owned by Radyne (“Merger Sub”); AeroAstro, Inc., a Delaware corporation (“AeroAstro”); Dr. Rick Fleeter, Nancy H. Fleeter and Robert D. Leppo, (collectively, the “Principal Shareholders” and together with the other shareholders of AeroAstro listed on Appendix I, the “AeroAstro Shareholders”); and Dr. Rick Fleeter, in his capacity as the Shareholders’ Representative (as defined in Section 1.12).
RADYNE CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • June 5th, 2007 • Radyne Corp • Radio & tv broadcasting & communications equipment • Delaware
This Non-Qualified Stock Option Agreement (“Agreement”) is between Radyne Corporation (“Company”) and (the “Optionee”), and is effective as of the day of , 2007 (“Date of Grant”).
ContractLease Agreement • November 9th, 2005 • Radyne Corp • Radio & tv broadcasting & communications equipment • California
Parties: This Lease, executed in duplicate at Cupertino, California, on April 7 , 2000, by and between Mission West Properties L.P. III, a Delaware Limited Partnership, and Xicom Technology, Inc., a California Corporation, hereinafter called respectively Lessor and Lessee, without regard to number or gender.
RADYNE CORPORATION INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • June 5th, 2007 • Radyne Corp • Radio & tv broadcasting & communications equipment • Delaware
This Incentive Stock Option Agreement (“Agreement”) is between Radyne Corporation (“Company”) and (the “Optionee”), and is effective as of the day of , 2007 (“Date of Grant”).
AMENDMENTUncommitted Line of Credit Facility Letter Agreement • January 12th, 2000 • Radyne Comstream Inc • Radio & tv broadcasting & communications equipment • New York
EXHIBIT 10.6 CREDIT AGREEMENT by and between RADYNE COMSTREAM INC., A DELAWARE CORPORATIONCredit Agreement • April 1st, 2002 • Radyne Comstream Inc • Radio & tv broadcasting & communications equipment
RADYNE CORPORATION RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • June 5th, 2007 • Radyne Corp • Radio & tv broadcasting & communications equipment • Delaware
This Restricted Stock Agreement (“Agreement”) is between Radyne Corporation (“Company”), and (“Grantee”), as of the day of , 2007 (“Date of Grant”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 31st, 2005 • Radyne Comstream Inc • Radio & tv broadcasting & communications equipment
This Amendment No. 1 (the “Amendment”) to that certain Agreement and Plan of Merger dated March 2, 2005, among Radyne ComStream Inc., a Delaware corporation (“Radyne”), Xicom Acquisition Inc., a California corporation wholly owned by Radyne (“Merger Sub”), Xicom Technology Inc., a California corporation (“Xicom”), the Xicom Shareholders signatory thereto, and Walter C. Wood, solely in his capacity as the Shareholders’ Representative (the “Merger Agreement”), is made as of May 27, 2005 by Radyne, Merger Sub and Xicom. Capitalized terms not defined herein shall have their meanings as set forth in the Merger Agreement.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2008 • Radyne Corp • Radio & tv broadcasting & communications equipment • Arizona
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of May 7, 2008 by and between RADYNE CORPORATION, a Delaware corporation (the “Company”) and CARL MYRON WAGNER, an individual (“Executive”).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 14th, 2008 • Radyne Corp • Radio & tv broadcasting & communications equipment • Delaware
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) dated July 11, 2008, by and among COMTECH TELECOMMUNICATIONS CORP., a Delaware corporation (“Parent”), COMTECH TA CORP., a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”), and RADYNE CORPORATION, a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meaning given them in the Agreement and Plan of Merger, dated May 10, 2008, among Parent, Purchaser and the Company (the “Merger Agreement”). Parent, Purchaser and the Company shall each be referred to herein as a “Party” and collectively as the “Parties.”
