AGREEMENT AND PLAN OF MERGER by and among COMTECH TELECOMMUNICATIONS CORP., ANGELS ACQUISITION CORP. and CPI INTERNATIONAL, INC. dated as of May 8, 2010Merger 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.
VOTING AND STANDSTILL AGREEMENT by and among Comtech Telecommunications Corp., and the Stockholders named herein dated as of May 8, 2010Voting and Standstill Agreement • May 11th, 2010 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Delaware
This Voting and Standstill Agreement (this “Agreement”) is entered into as of May 8, 2010, by and among Comtech Telecommunications Corp., a Delaware corporation (“Parent”) and the undersigned stockholders (each a “Stockholder” and collectively, the “Stockholders”) of CPI International, Inc. (the “Company”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 8 2010, by and among Parent, Angels Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the Company.
