SC TO-T

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

Radyne Corporation

(Name of Subject Company (Issuer))

Comtech TA Corp.

and

Comtech Telecommunications Corp.

(Names of Filing Persons (Offerors))

Common Stock, $.001 par value per share

(Title of Class of Securities)

750611402

(CUSIP Number of Class of Securities)

Fred Kornberg

Chairman, Chief Executive Officer and President

Comtech Telecommunications Corp.

68 South Service Road, Suite 230

Melville, New York 11747

(631) 962-7000

(Name, Address and Telephone Numbers of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Jeffrey W. Tindell, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

4 Times Square

New York, New York 10036

(212) 735-3000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee*
$259,892,778	$10,213.79

* Estimated solely for purposes of calculating the filing fee in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended. The amount of the filing fee is calculated by multiplying the transaction value by 0.0000393. The transaction value was determined by multiplying the offer price of $11.50 per share by 22,599,372, the number of common stock, par value $0.001 per share (“Shares”) of Radyne Corporation (“Radyne”) outstanding as of May 1, 2008, as represented by Radyne in the Merger Agreement (as defined herein), which Shares consist of (a) 18,808,528 shares issued and outstanding, and (b) 3,790,844 shares reserved for future issuance pursuant to Radyne stock options or stock incentive rights granted pursuant to Radyne stock option plans.

¨ Check the box if any part of the fee is offset as provided by Rule 0-11 (a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: None	Filing Party: Not applicable
Form or Registration No.: Not applicable	Date Filed: Not applicable

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:    ¨  

This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the offer by Comtech TA Corp., a Delaware corporation (“Purchaser”) and wholly-owned subsidiary of Comtech Telecommunications Corp., a Delaware corporation (“Comtech”), to purchase all outstanding shares of common stock, $.001 par value per (“Shares”), of Radyne Corporation, a Delaware corporation (“Radyne”), at a price of $11.50 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 22, 2008 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), which are annexed to and filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Schedule TO is being filed on behalf of Purchaser and Comtech. Unless otherwise indicated, references to sections in this Schedule TO are references to sections of the Offer to Purchase. The Agreement and Plan of Merger, dated as of May 10, 2008 (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and among Radyne, Comtech, and Purchaser, a copy of which is attached as Exhibit (d)(1) hereto is incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO.

Item 1. Summary Term Sheet.

The information set forth in the “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.

Item 2. Subject Company Information.

(a) The name of the subject company is Radyne Corporation. Radyne’s principal executive office is located at 3138 E. Elwood Street, Phoenix, Arizona 85034, and its telephone number at such principal executive office is 602-437-9620.

(b) This Tender Offer Statement on Schedule TO relates to Purchaser’s offer to purchase all outstanding Shares. According to Radyne, as of May 1, 2008, there were 18,808,528 Shares issued and outstanding, as represented by Radyne in the Merger Agreement.

(c) The information set forth in Section 6—“Price Range of Shares; Dividends” of the Offer to Purchase is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

The information set forth in Section 9—“Certain Information Concerning Purchaser and Comtech” and Schedule A to the Offer to Purchase is incorporated herein by reference.

Item 4. Terms of the Transaction.

The information set forth in the Offer to Purchase is incorporated herein by reference.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

The information set forth in Sections 8, 9, 10 and 11—“Certain Information Concerning Radyne,” “Certain Information Concerning Purchaser and Comtech,” “Background of the Offer; Contacts with Radyne” and “Purpose of the Offer and Plans for Radyne; Summary of the Merger Agreement” of the Offer to Purchase is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

The information set forth in Sections 6, 7, 10, 11 and 14—“Price Range of Shares; Dividends,” “Possible Effects of the Offer on the Market for the Shares; NASDAQ Listing; Exchange Act Registration and Margin

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Regulations,” “Background of the Offer; Contacts with Radyne,” “Purpose of the Offer and Plans for Radyne; Summary of the Merger Agreement” and “Dividends and Distributions” of the Offer to Purchase is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Consideration.

The information set forth in Section 12—“Source and Amount of Funds” of the Offer to Purchase is incorporated herein by reference.

Item 8. Interest in Securities of the Subject Company.

The information set forth in Sections 8, 9, 10 and 11—“Certain Information Concerning Radyne,” “Certain Information Concerning Purchaser and Comtech,” “Background of the Offer; Contacts with Radyne” and “Purpose of the Offer and Plans for Radyne; Summary of the Merger Agreement” of the Offer to Purchase is incorporated herein by reference.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

The information set forth in Sections 10, 11 and 16—“Background of the Offer; Contacts with Radyne,” “Purpose of the Offer and Plans for Radyne; Summary of the Merger Agreement” and “Fees and Expenses” of the Offer to Purchase is incorporated herein by reference.

Item 10. Financial Statements.

Not applicable.

Item 11. Additional Information.

(a)(1) The information set forth in Sections 9, 10, 11 and 13—“Certain Information Concerning Purchaser and Comtech,” “Background of the Offer; Contacts with Radyne,” “Purpose of the Offer and Plans for Radyne; Summary of the Merger Agreement” and “Conditions of the Offer” of the Offer to Purchase is incorporated herein by reference.

(a)(2), (3) The information set forth in Sections 11, 13 and 15—“Purpose of the Offer and Plans for Radyne; Summary of the Merger Agreement,” “Conditions of the Offer” and “Certain Legal Matters” of the Offer to Purchase is incorporated herein by reference.

(a)(4) The information set forth in Section 7—“Possible Effects of the Offer on the Market for the Shares; NASDAQ Listing; Exchange Act Registration and Margin Regulations” of the Offer to Purchase is incorporated herein by reference.

(a)(5) Not applicable.

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Item 12. Exhibits.

(a)(1)(A)	Offer to Purchase, dated May 22, 2008
(a)(1)(B)	Form of Letter of Transmittal
(a)(1)(C)	Form of Notice of Guaranteed Delivery
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(E)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(F)	Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification), including instructions for completing the form
(a)(1)(G)	Press release issued by Comtech, dated May 12, 2008 (incorporated by reference to Form 8-K filed by Comtech with the Securities and Exchange Commission on May 12, 2008)
(a)(1)(H)	Form of summary advertisement, published May 22, 2008 in The New York Times
(a)(2)	Not applicable
(a)(3)	Not applicable
(a)(4)	Not applicable
(a)(5)	Questions and Answers issued by Comtech, dated May 12, 2008 (incorporated by reference to Form 8-K filed by Comtech with the Securities and Exchange Commission on May 12, 2008)
(b)	Not applicable
(d)(1)	Agreement and Plan of Merger, dated as of May 10, 2008, by and among Radyne, Comtech and Comtech TA Corp.
(d)(2)	Confidentiality Agreement, dated as of January 3, 2008, by and between Comtech and Radyne.
(g)	Not applicable
(h)	Not applicable

Item 13. Information Required by Schedule 13E-3.

Not applicable.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Comtech TA Corp.
By:	/s/    MICHAEL D. PORCELAIN
Name:	Michael D. Porcelain
Title:	Vice President, Secretary and Treasurer
Comtech Telecommunications Corp.
By:	/s/    FRED KORNBERG
Name:	Fred Kornberg
Title:	Chairman, Chief Executive Officer and President

Dated: May 22, 2008

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EXHIBIT INDEX

(a)(1)(A)	Offer to Purchase, dated May 22, 2008
(a)(1)(B)	Form of Letter of Transmittal
(a)(1)(C)	Form of Notice of Guaranteed Delivery
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(E)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(F)	Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification), including instructions for completing the form
(a)(1)(G)	Press release issued by Comtech, dated May 12, 2008 (incorporated by reference to Form 8-K filed by Comtech with the Securities and Exchange Commission on May 12, 2008)
(a)(1)(H)	Form of summary advertisement, published May 22, 2008 in The New York Times
(a)(2)	Not applicable
(a)(3)	Not applicable
(a)(4)	Not applicable
(a)(5)	Questions and Answers issued by Comtech, dated May 12, 2008 (incorporated by reference to Form 8-K filed by Comtech with the Securities and Exchange Commission on May 12, 2008)
(b)	Not applicable
(d)(1)	Agreement and Plan of Merger, dated as of May 10, 2008, by and among Radyne, Comtech and Comtech TA Corp.
(d)(2)	Confidentiality Agreement, dated as of January 3, 2008, by and between Comtech and Radyne.
(g)	Not applicable
(h)	Not applicable

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EX-99.A.1.A

Exhibit (a)(1)(A)

Offer to Purchase for Cash

All Outstanding Shares of Common Stock

of

RADYNE CORPORATION

at

$11.50 Net Per Share

by

Comtech TA Corp.

a wholly-owned subsidiary of

Comtech Telecommunications Corp.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JUNE 20, 2008, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”).

Comtech TA Corp., a Delaware corporation (“Purchaser”), is offering to purchase for cash all outstanding shares of common stock, par value $.001 per share (“Shares”), of Radyne Corporation, a Delaware corporation (“Radyne”), at a price of $11.50 per Share, net to the seller in cash (the “Offer Price”), without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase (together with any amendments or supplements hereto, this “Offer to Purchase”) and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and, together with this Offer to Purchase, the “Offer”). The Offer is being made in connection with the Agreement and Plan of Merger, dated as of May 10, 2008 (together with any amendments or supplements thereto, the “Merger Agreement”), among Radyne, Comtech Telecommunications Corp., a Delaware corporation and our direct parent (“Comtech”), and Purchaser, pursuant to which, after the completion of the Offer and the satisfaction or waiver of certain conditions, we will be merged with and into Radyne, and Radyne will be the surviving corporation (the “Merger”).

The Radyne board of directors has, subject to the terms and conditions set forth in the Merger Agreement, unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including each of the Offer and the Merger (collectively, the “Transactions”), are fair to, and in the best interests of, the holders of Shares, (ii) approved and declared advisable the Merger Agreement and the Transactions, and (iii) resolved to recommend that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer, and that the holders of Shares adopt the Merger Agreement and approve the Transactions to the extent required by applicable Law.

There is no financing condition to the Offer. The Offer is subject to various conditions. See Section 13—“Conditions of the Offer.” A summary of the principal terms of the Offer appears on pages 1 through 3 of this Offer to Purchase. You should read this entire document carefully before deciding whether to tender your Shares.

The Information Agent for the Offer is:

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders Call Toll-Free: (888) 750-5834

Banks and Brokers Call Collect: (212) 750-5833

May 22, 2008

IMPORTANT

If you desire to tender all or any portion of your Shares to us pursuant to the Offer, you should either (a) complete and sign the Letter of Transmittal for the Offer, which is enclosed with this Offer to Purchase, in accordance with the instructions contained in the Letter of Transmittal, mail or deliver the Letter of Transmittal (or a manually executed facsimile thereof) and any other required documents to Computershare Trust Company, N.A. (the “Depositary”) for the Offer, and either deliver the certificates for your Shares to the Depositary along with the Letter of Transmittal (or a manually executed facsimile thereof) or tender your Shares by book-entry transfer by following the procedures described in Section 3—“Procedures for Tendering Shares” of this Offer to Purchase, in each case prior to the Expiration Date (as defined in Section 1 of this Offer to Purchase) of the Offer, or (b) request that your broker, dealer, commercial bank, trust company or other nominee effect the transaction for you. If you hold Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee you must contact that institution in order to tender your Shares to us pursuant to the Offer.

If you desire to tender your Shares to us pursuant to the Offer and the certificates representing your Shares are not immediately available, or you cannot comply in a timely manner with the procedures for tendering your Shares by book-entry transfer, or you cannot deliver all required documents to the Depositary prior to the Expiration Date, you may tender your Shares to us pursuant to the Offer by following the procedures for guaranteed delivery described in Section 3—“Procedures for Tendering Shares” of this Offer to Purchase.

* * *

Questions and requests for assistance may be directed to the Information Agent at its address and telephone number set forth on the back cover of this Offer to Purchase. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and other tender offer materials may be directed to the Information Agent. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance.

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TABLE OF CONTENTS

	Page
SUMMARY TERM SHEET	1
INTRODUCTION	5
THE TENDER OFFER	8
1.  Terms of the Offer	8
2.  Acceptance for Payment and Payment for Shares	10
3.  Procedures for Tendering Shares	11
4.  Withdrawal Rights	13
5.  Certain Material U.S. Federal Income Tax Consequences of the Offer and the Merger	14
6.  Price Range of Shares; Dividends	15
7.  Possible Effects of the Offer on the Market for the Shares; NASDAQ Listing; Exchange Act Registration and Margin Regulations	15
8.  Certain Information Concerning Radyne	17
9.  Certain Information Concerning Purchaser and Comtech	17
10.  Background of the Offer; Contacts with Radyne	19
11.  Purpose of the Offer and Plans for Radyne; Summary of the Merger Agreement	21
12.  Source and Amount of Funds	35
13.  Conditions of the Offer	35
14.  Dividends and Distributions	37
15.  Certain Legal Matters	37
16.  Fees and Expenses	40
17.  Miscellaneous	40
SCHEDULE A	A-1

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SUMMARY TERM SHEET

This summary highlights selected information from this Offer to Purchase and may not contain all of the information that is important to you. You should carefully read this entire Offer to Purchase, the related Letter of Transmittal and the other documents to which this Offer to Purchase and the Letter of Transmittal refer to fully understand the Offer and the Merger (collectively, the “Transactions”). References to “we,” “us,” or “our,” unless the context otherwise requires, are references to Purchaser.

Principal Terms

• Comtech TA Corp., a Delaware corporation (“Purchaser”), is offering to purchase for cash all outstanding shares of common stock, par value $.001 per share (“Shares”), of Radyne Corporation, a Delaware corporation (“Radyne”), at a price of $11.50 per Share, net to the seller in cash (the “Offer Price”), without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase (together with any amendments or supplements hereto, this “Offer to Purchase”) and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and, together with this Offer to Purchase, the “Offer”). The Offer is being made in connection with the Agreement and Plan of Merger, dated as of May 10, 2008 (together with any amendments or supplements thereto, the “Merger Agreement”), among Radyne, Comtech Telecommunications Corp., a Delaware corporation and our direct parent (“Comtech”), and Purchaser, pursuant to which, after the completion of the Offer and the satisfaction or waiver of certain conditions, we will be merged with and into Radyne, and Radyne will be the Surviving Corporation (the “Merger”). Capitalized terms used, but not defined, herein shall have the respective meanings given to them in the Merger Agreement.

• The initial offering period for the Offer will end at 12:00 midnight, New York City time, on Friday, June 20, 2008, unless we extend the Offer (such date and time, as it may be extended by us, the “Expiration Date”). We will announce any decision to extend the Offer in a press release stating the new Expiration Date no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled Expiration Date.

• The Offer is the first step in our plan to acquire all of the outstanding Shares, as provided in the Merger Agreement. If, following the Offer, we own a number of Shares that, when added to the number of Shares already owned by Comtech and Purchaser and their affiliates (but excluding any Shares that may be acquired by exercising the Top-Up Option described below), represents a majority of the outstanding Shares on a Fully Diluted Basis (as defined below), then, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, we will acquire the remainder of the Shares in the Merger for $11.50 per Share in cash. Stockholders who own their Shares at the time of the Merger and fulfill certain other requirements of Delaware General Corporation Law will have appraisal rights in connection with the Merger.

• Radyne has granted us an irrevocable option (the “Top-Up Option”) to purchase up to that number of newly issued Shares (the “Top-Up Option Shares”) equal to the number of Shares that, when added to the number of Shares owned by Comtech and Purchaser immediately following consummation of the Offer, constitutes one Share more than 90% of the Shares then outstanding on a Fully Diluted Basis (after giving effect to the issuance of the Top-Up Option Shares) for consideration per Top-Up Option Share equal to the Offer Price. The Top-Up Option is subject to certain additional terms and conditions, including that (i) the Top-Up Option is exercisable only after the purchase of and payment for Shares pursuant to the Offer as a result of which Comtech and Purchaser own beneficially at least a majority of the outstanding Shares and (ii) the Top-Up Option is not exercisable if the number of Shares subject thereto exceeds the number of authorized Shares available for issuance.

• As defined in the Merger Agreement with respect to our ownership of Shares, “Fully Diluted Basis” means after taking into account all outstanding Shares and assuming the exercise, conversion or

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exchange of all options, warrants, convertible or exchangeable securities and similar rights and the issuance of all Shares that Radyne is obligated to issue thereunder.

• Purchaser may, in its sole discretion, provide a “subsequent offering period” in accordance with applicable law in the event that, following completion of the Offer, Purchaser owns less that 90% of all outstanding Shares.

• See Section 1—“Terms of the Offer.”

Radyne Board Recommendation

• The Radyne board of directors has, subject to the terms and conditions set forth in the Merger Agreement, unanimously (i) determined that the Merger Agreement and the Transactions are fair to, and in the best interests of, the holders of Shares, (ii) approved and declared advisable the Merger Agreement and the Transactions, and (iii) resolved to recommend that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer, and that the holders of Shares adopt the Merger Agreement and approve the Transactions to the extent required by applicable Law. See “Introduction” and Section 10—“Background of the Offer; Contacts with Radyne” below, and Radyne’s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission in connection with the Offer, a copy of which (without certain exhibits) is being furnished to stockholders concurrently herewith.

Conditions

• We are not required to accept for payment or, subject to any applicable rules and regulations of the Commission, pay for any Shares tendered pursuant to the Offer if:

• there are not validly tendered in the Offer and not properly withdrawn prior to the Expiration Date that number of Shares which, together with the number of Shares, if any, then owned by Comtech and its direct and indirect wholly-owned subsidiaries, constitutes at least a majority of the then outstanding Shares on a Fully Diluted Basis. We refer to this condition (as more fully described in Section 13—“Conditions of the Offer”) as the “Minimum Condition”;

• any applicable waiting period (and any extension thereof) applicable to the Offer or the Merger under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (including the rules and regulations promulgated thereunder, the “HSR Act”) shall not have expired or shall not have been terminated or any filings or approvals applicable to the Offer or the Merger of the competent competition authority of any member state of the European Union shall not have been made or obtained prior to the Expiration Date or any Burdensome Condition (as defined below) shall have been imposed in connection with obtaining any approvals or terminations described in the preceding clause; and

• subject to certain exceptions, there has occurred any event, violation, inaccuracy, circumstance or development that, individually or in the aggregate, with other events, violations, inaccuracies, circumstances or developments, has or would reasonably be likely to (i) have a material adverse effect on the business, financial condition or results of operations of Radyne and its subsidiaries, taken as a whole, or (ii) prevent, impair or materially delay the ability of Radyne to perform its obligations under the Merger Agreement or consummate the Transactions.

• As defined in the Merger Agreement, “Burdensome Condition” means executing or carrying out agreements (including consent decrees) or submitting to Laws (i) providing for the license, sale or other disposition or holding separate (through the establishment of trust or otherwise) of any assets or categories of assets of Radyne, Comtech or their respective subsidiaries or the holding separate of the capital stock of a Comtech subsidiary or (ii) imposing or seeking to impose any limitation on the ability of Radyne, Comtech or any of their respective subsidiaries to conduct their respective businesses (including, with respect to, market practices and structure) or own such assets or to acquire, hold or

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exercise full rights of ownership of the business of Comtech, each of the Comtech subsidiaries, Radyne or its subsidiaries that, in the case of (i) and (ii), individually or in the aggregate, would reasonably be expected to result in (A) the sale or divestiture of a material asset of Radyne, Comtech, the Surviving Corporation or any of their respective subsidiaries, (B) a Material Adverse Effect on Radyne or a material adverse effect on Comtech, the Surviving Corporation or any of their respective subsidiaries, or (C) a material adverse effect on the synergies which Comtech reasonably expects from the transactions contemplated by the Merger Agreement, in each case following the Effective Time.

• The Offer is also subject to a number of other important conditions as more fully described in Section 13—“Conditions of the Offer.”

• We expressly reserve the right to waive any condition to the Offer, to increase the Offer Price payable in the Offer, and to make any other changes to the terms and conditions of the Offer; provided, however, that the Minimum Condition may not be waived without the prior written consent of Radyne, subject to compliance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the terms of the Merger Agreement. See Section 13—“Conditions of the Offer.” There is no financing condition to the Offer. We do not believe our financial condition is relevant to your decision whether to tender your Shares and accept the Offer because (a) the Offer is being made for all outstanding Shares solely for cash, (b) the Offer is not subject to any financing condition, (c) if we consummate the Offer, we will acquire all remaining Shares for the same cash price in the Merger and (d) Comtech has, and will arrange for Purchaser to have, sufficient funds to purchase all Shares validly tendered and not properly withdrawn in the Offer and to acquire the remaining outstanding Shares in the Merger.

Procedures for Tendering Shares

• If you wish to accept the Offer and:

• You are a record holder (i.e., a stock certificate has been issued to you and registered in your name), you must deliver the stock certificate(s) representing your Shares (or follow the procedures described in this Offer to Purchase for book-entry transfer), together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) and any other documents required by the Letter of Transmittal, to the Depositary. These materials must reach the Depositary before the Offer expires.

• You are a record holder, but your stock certificate is not available or you cannot deliver it to the Depositary before the Offer expires, you may be able to obtain three additional National Association of Securities Dealers Automated Quotations (“NASDAQ”) Stock Market trading days to tender your Shares using the enclosed Notice of Guaranteed Delivery.

• You hold your Shares through a broker or a bank, you should contact your broker or bank and give instructions that your Shares be tendered.

• Detailed instructions are contained in the Letter of Transmittal and in Section 3—“Procedures for Tendering Shares.”

Withdrawal Rights

• You have the right to, and can, withdraw Shares that you previously tendered at any time until the Expiration Date. You will not be able to withdraw Shares tendered during any subsequent offering period that we may elect to establish after we have accepted for payment and paid for Shares tendered in the Offer.

• To withdraw Shares that you previously tendered, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to the Depositary at a time when you still have the right

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to withdraw your Shares. If you tendered your Shares through your broker or bank, you must instruct the broker or bank to arrange for the withdrawal of your Shares.

• See Sections 1 and 4—“Terms of the Offer” and “Withdrawal Rights.”

Recent Radyne Trading Prices; Subsequent Trading

• On May 9, 2008, the last full trading day prior to the announcement by Comtech and Radyne of the signing of the Merger Agreement, the closing price of the Shares reported on the NASDAQ Stock Market was $7.74 per Share.

• The Offer Price of $11.50 per Share represents a premium of 48.58% to Radyne’s closing stock price on May 9, 2008.

• On May 21, 2008, the last full trading day prior to commencement of the Offer, the closing price of the Shares reported on NASDAQ Stock Market was $11.16 per Share.

• We advise you to obtain a recent quotation for Shares in deciding whether to tender your Shares in the Offer. See Section 6—“Price Range of Shares; Dividends.”

U.S. Federal Income Tax Treatment

• In general, your receipt of the merger consideration pursuant to the Offer or the Merger will be a taxable transaction for United States federal income tax purposes. For United States federal income tax purposes, you will generally recognize capital gain or loss equal to the difference between the amount of cash received pursuant to the Offer or the Merger and your adjusted tax basis in the Shares surrendered. Stockholders are urged to consult their tax advisors regarding the United States federal, state, local and foreign tax considerations of the Offer and the Merger. See Section 5—“Certain Material U.S. Federal Income Tax Consequences of the Offer and the Merger” beginning on page 10.

Further Information

• For further information, you can call Innisfree M&A Incorporated, the Information Agent for the Offer, at (888) 750-5834. See the back cover page of this Offer to Purchase for complete contact information.

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To All Holders of Shares of Common Stock of

RADYNE CORPORATION

INTRODUCTION

Comtech TA Corp., a Delaware corporation (“Purchaser”), is offering to purchase for cash all outstanding shares of common stock, par value $.001 per share (“Shares”), of Radyne Corporation, a Delaware corporation (“Radyne”), at a price of $11.50 per Share, net to the seller in cash (the “Offer Price”), without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase (together with any amendments or supplements hereto, this “Offer to Purchase”) and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and, together with this Offer to Purchase, the “Offer”). The Offer is being made in connection with the Agreement and Plan of Merger, dated as of May 10, 2008 (together with any amendments or supplements thereto, the “Merger Agreement”), among Radyne, Comtech Telecommunications Corp., a Delaware corporation and our direct parent (“Comtech”), and Purchaser, pursuant to which, after the completion of the Offer and the satisfaction or waiver of certain conditions, we will be merged with and into Radyne, and Radyne will be the Surviving Corporation (the “Merger”). Capitalized terms used, but not defined, herein shall have the respective meanings given to them in the Merger Agreement.

If your Shares are registered in your name and you tender directly to the Depositary (as defined below) you will not be obligated to pay brokerage fees or commissions or, subject to Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Shares by us. If you hold your Shares through a broker or bank you should check with your broker or bank as to whether they charge any service fees. However, if you do not complete and sign the IRS Form W-9 that is provided with the Letter of Transmittal, or an IRS Form W-8BEN or other IRS Form W-8, as applicable, you may be subject to a required backup federal income tax withholding of 28% of the gross proceeds payable to you. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be refunded or credited against your U.S. federal income tax liability. See Section 5—“Certain Material U.S. Federal Income Tax Consequences of the Offer and the Merger.” We will pay all charges and expenses of Computershare Trust Company, N.A. (the “Depositary”) and Innisfree M&A Incorporated (the “Information Agent”).

The Offer is not subject to any financing condition. The Offer is subject to the conditions, among others, that:

• there have been validly tendered in the Offer and not properly withdrawn prior to the Expiration Date that number of Shares which, together with the number of Shares, if any, then owned by Comtech and its direct and indirect wholly-owned subsidiaries, constitutes at least a majority of the then outstanding Shares on a Fully Diluted Basis. We refer to this condition (as more fully described in Section 13—“Conditions of the Offer”) as the “Minimum Condition;”

• any applicable waiting period (and any extension thereof) applicable to the Offer or the Merger under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (including the rules and regulations promulgated thereunder, the “HSR Act”) shall have expired or shall have been terminated or any filings or approvals applicable to the Offer or the Merger of the competent competition authority of any member state of the European Union shall have been made or obtained prior to the Expiration Date;

• any Burdensome Condition (as defined below) shall not have been imposed in connection with obtaining any approvals or terminations described in the preceding clause; and

• subject to certain exceptions, there has not occurred any event, violation, inaccuracy, circumstance or development that, individually or in the aggregate, with other events, violations, inaccuracies, circumstances or developments, has or would reasonably be likely to (i) have a material adverse effect on the business, financial condition or results of operations of Radyne and

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its subsidiaries, taken as a whole, or (ii) prevent, impair or materially delay the ability of Radyne to perform its obligations under the Merger Agreement or consummate the Transactions.

The Offer is also subject to certain other terms and conditions. See Section 13—“Conditions of the Offer.”

The Offer will expire at 12:00 midnight, New York City time, on Friday, June 20, 2008, unless the Offer is extended. See Sections 1, 13 and 15—“Terms of the Offer,” “Conditions of the Offer” and “Certain Legal Matters.”

The Radyne board of directors has, subject to the terms and conditions set forth in the Merger Agreement, unanimously (i) determined that the Merger Agreement and the Transactions are fair to, and in the best interests of, the holders of Shares, (ii) approved and declared advisable the Merger Agreement and the Transactions, and (iii) resolved to recommend that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer, and that the holders of Shares adopt the Merger Agreement and approve the Transactions to the extent required by applicable Law.

For factors considered by the Radyne board of directors, see Radyne’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) filed with the Securities and Exchange Commission (the “Commission”) in connection with the Offer, a copy of which (without certain exhibits) is being furnished to stockholders concurrently herewith.

Needham & Company, LLC (“Needham”) has delivered to the Radyne board of directors a written opinion, dated May 8, 2008, to the effect that, as of such date and based upon and subject to the assumptions, qualifications and limitations set forth therein, the consideration to be received by holders of Shares pursuant to the Merger Agreement is fair, from a financial point of view, to such holders. A copy of Needham’s written opinion, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken, is attached as an exhibit to the Schedule 14D-9.

The Offer is being made in connection with the Merger Agreement, pursuant to which, after the completion of the Offer and the satisfaction or waiver of certain conditions, the Merger will be effected. At the effective time of the Merger (the “Effective Time”), each Share issued and outstanding immediately prior to the Effective Time (other than any Shares held in the treasury of Radyne and each Share owned by Purchaser, Comtech or any direct or indirect wholly-owned subsidiary of Comtech or of Radyne immediately prior to the Effective Time to be canceled without any conversion thereof and no payment or distribution will be made with respect thereto and any Dissenting Shares) will be canceled and will be converted automatically into the right to receive an amount equal to the Offer Price (the “Merger Consideration”) payable, without interest, to the holder of such Share, upon surrender of the certificate that formerly evidenced such Share. The Merger Agreement is more fully described in Section 11—“Purpose of the Offer and Plans for Radyne; Merger Agreement.” Section 5—“Certain Material U.S. Federal Income Tax Consequences of the Offer and the Merger” below describes certain material U.S. federal income tax consequences of the sale or exchange of Shares in the Offer and the Merger.

Consummation of the Merger is conditioned upon, among other things, the approval of the Merger substantially as set forth in the Merger Agreement by the requisite vote of stockholders of Radyne, unless the Merger is consummated as a short-form merger in accordance with Section 253 of the Delaware General Corporation Law (the “DGCL”) as described below. Under the DGCL, the affirmative vote of a majority of the votes entitled to be cast by the holders of outstanding Shares (a “Majority Vote”), is the only vote of any class or series of Radyne’s stock that would be necessary to approve the Merger at any required meeting of Radyne’s stockholders. If, following the purchase of Shares by us pursuant to the Offer, during any subsequent offering period, through any exercise of the Top-Up Option or otherwise, we own outstanding Shares representing a Majority Vote, we will be able to effect the Merger without the affirmative vote of any other stockholder. We have agreed pursuant to the Merger Agreement to cause all Shares owned by us and our subsidiaries to be voted in favor of the adoption of the Merger Agreement and approval of the Transactions.

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Section 253 of the DGCL provides that, if a corporation owns at least 90% of the outstanding shares of each class of a subsidiary corporation, the corporation holding such stock may merge such subsidiary into itself, or itself into such subsidiary, without any action or vote on the part of the board of directors or the stockholders of such other corporation (a “short-form merger”). Upon the terms and subject to the conditions of the Merger Agreement, in the event that Purchaser acquires at least 90% of the then outstanding Shares pursuant to the Offer, the parties have agreed to take all necessary and appropriate action to cause the Merger to become effective, in accordance with Section 253 of the DGCL, as promptly as reasonably practicable after such acquisition, without a meeting of the stockholders of Radyne. See Section 15—“Certain Legal Matters.”

Stockholders who have not tendered their Shares and continue to own their Shares at the time of the Merger and fulfill certain other requirements of the DGCL will have appraisal rights in connection with the Merger. See Section 15—“Certain Legal Matters.”

As defined in the Merger Agreement with respect to our ownership of Shares, “Fully Diluted Basis” shall mean after taking into account all outstanding Shares and assuming the exercise, conversion or exchange of all options, warrants, convertible or exchangeable securities and similar rights and the issuance of all Shares that Radyne is obligated to issue thereunder; and “Burdensome Condition” shall mean executing or carrying out agreements (including consent decrees) or submitting to Laws (i) providing for the license, sale or other disposition or holding separate (through the establishment of trust or otherwise) of any assets or categories of assets of Radyne, Comtech or their respective subsidiaries or the holding separate of the capital stock of a Comtech subsidiary or (ii) imposing or seeking to impose any limitation on the ability of Radyne, Comtech or any of their respective subsidiaries to conduct their respective businesses (including, with respect to, market practices and structure) or own such assets or to acquire, hold or exercise full rights of ownership of the business of Comtech, each of the Comtech subsidiaries, Radyne or its subsidiaries that, in the case of (i) and (ii), individually or in the aggregate, would reasonably be expected to result in (A) the sale or divestiture of a material asset of Radyne, Comtech, the Surviving Corporation or any of their respective subsidiaries, (B) a Material Adverse Effect on Radyne or a material adverse effect on Comtech, the Surviving Corporation or any of their respective subsidiaries, or (C) a material adverse effect on the synergies which Comtech reasonably expects from the transactions contemplated by the Merger Agreement, in each case following the Effective Time.

This Offer to Purchase and the related Letter of Transmittal contain important information and both documents should be read carefully and in their entirety before any decision is made with respect to the Offer.

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THE TENDER OFFER

1. Terms of the Offer

Upon the terms and subject to the prior satisfaction or waiver of the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), we will accept for payment, purchase and pay for all Shares validly tendered, and not properly withdrawn, prior to the Expiration Date in accordance with the procedures set forth in Section 4—“Withdrawal Rights.” The term “Expiration Date” means 12:00 midnight, New York City time, on Friday, June 20, 2008, unless we, in accordance with the Merger Agreement, have extended the initial offering period of the Offer, in which event the term “Expiration Date” will mean the latest time and date at which the offering period of the Offer, as so extended by us, will expire.

The Offer is conditioned upon the satisfaction of the Minimum Condition and the other conditions described in Section 13—“Conditions of the Offer.” We may terminate the Offer without purchasing any Shares if certain events described in Section 13 occur.

To the extent permitted by applicable law, we expressly reserve the right to waive any condition and to make any other changes to the terms and conditions of the Offer. However, pursuant to the Merger Agreement, we have agreed that we will not, without the prior written consent of Radyne:

(1) waive the Minimum Condition;

(2) change the form of consideration to be paid pursuant to the Offer;

(3) decrease the Offer Price payable in the Offer;

(4) reduce the maximum number of Shares to be purchased in the Offer;

(5) impose conditions to the Offer in addition to the conditions set forth in Section 13—“Conditions of the Offer;” or

(6) amend the conditions set forth in Section 13—“Conditions of the Offer” in any manner materially adverse to the holders of Shares.

We may, in our sole and absolute discretion, increase the Offer Price payable in the Offer without the consent of Radyne. We also expressly reserve the right to modify the terms of the Offer, subject to compliance with the Exchange Act and the restrictions previously identified in paragraphs (1) through (6) above.

Upon the terms and subject to the satisfaction or waiver of the conditions of the Offer as of the Expiration Date, promptly following the Expiration Date, we will accept for payment, purchase and pay for any Shares validly tendered, and not properly withdrawn, prior to the Expiration Date. Unless the Merger Agreement or the Offer is terminated in accordance with its terms, we must extend the Offer from time to time (i) if the Minimum Condition is not satisfied on or before the Expiration Date; (ii) if any applicable waiting period (and any extension thereof) applicable to the Offer or the Merger under the HSR Act shall not have expired or shall not have been terminated or any filings or approvals applicable to the Offer or the Merger of the competent competition authority of any member state of the European Union shall not have been made or obtained on or before the Expiration Date; (iii) if (a) Radyne shall not have performed all obligations and complied with all covenants required by the Merger Agreement to be performed or complied with by it prior to the Expiration Date, in all material respects, and such failure to perform or comply shall not have been cured prior to the Expiration Date or (b) the representations and warranties of Radyne contained in Article IV of the Merger Agreement shall not be true and correct (subject to certain qualifications) and is the sole condition remaining unsatisfied and Radyne is using its reasonable best efforts to satisfy such condition; or (iv) for such period as may be required by any applicable Law, rule, regulation, interpretation or position if any applicable Law, rule, regulation, interpretation or position of the Commission or its staff thereof applicable to the Offer requires such extension.

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We must extend the Offer for up to five (5) business days after the satisfaction or waiver of the conditions set forth in clauses (i), (ii) or (iii) in the immediately preceding sentence, or for such period as may be required by any applicable Law, rule, regulation, interpretation or position set forth with respect to the condition in clause (iv) in the immediately preceding sentence; provided, however, that we shall not be required to extend the Offer beyond the Outside Date (as defined in Section 11—“Purpose of the Offer and Plans for Radyne; Summary of the Merger Agreement”).

Unless the Merger Agreement or the Offer is terminated in accordance with its terms, we may in our sole discretion extend the Offer from time to time if any of conditions to the Offer described in Section 13—“Conditions of the Offer”, other than the conditions set forth above, are not satisfied or waived on or before the Expiration Date. If all of conditions to the Offer described in Section 13—“Conditions of the Offer” are satisfied, but the number of Shares that have been validly tendered and not withdrawn in the Offer, together with any Shares then owned by Comtech is less than 90% of the outstanding Shares on a Fully Diluted Basis, we may, in our sole discretion, and subject to the Merger Agreement, commence a subsequent offering period (as provided in Rule 14d-11 under the Exchange Act) for three to 20 business days to acquire additional outstanding Shares.

There can be no assurance that we will be required or permitted under the Merger Agreement to extend the Offer. During any extension of the initial offering period pursuant to the paragraphs above, all Shares previously tendered and not withdrawn will remain subject to the Offer and subject to withdrawal rights. See Section 4—“Withdrawal Rights.”

If we provide a subsequent offering period, tendering stockholders will not have withdrawal rights. A subsequent offering period, if one is provided, is not an extension of the Offer, which already will have been completed. A subsequent offering period would be an additional period of time of between three business days and 20 business days, beginning no later than 9:00 a.m., New York City time, on the next business day following the expiration of the Offer on the Expiration Date, during which stockholders may tender Shares not tendered in the Offer. We will promptly purchase and pay for any Shares tendered during the subsequent offering period at the same price paid in the Offer.

If, subject to the terms of the Merger Agreement, we make a material change in the terms of the Offer or the information concerning the Offer, or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d), 14d-6(c) and l4e-1 under the Exchange Act or otherwise. The minimum period during which a tender offer must remain open following material changes in the terms of the tender offer or the information concerning the tender offer, other than a change in the consideration offered or a change in the percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. With respect to a change in the consideration offered or a change in the percentage of securities sought, a tender offer generally must remain open for a minimum of ten business days following such change to allow for adequate disclosure to stockholders.

We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the Commission, to not accept for payment any Shares if, at the Expiration Date, any of the conditions to the Offer set forth in Section 13—“Conditions of the Offer” have not been satisfied or upon the occurrence of any of the events set forth in Section 13. Under certain circumstances, Comtech and Purchaser may terminate the Merger Agreement and the Offer.

We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the Commission, to delay acceptance of Shares and to delay payment for Shares pending receipt of any governmental regulatory approvals specified in Section 15. See Sections 13 and 15—“Conditions of the Offer” and “Certain Legal Matters,” without prejudice to our rights set forth in Section 13—“Conditions of the Offer.” Our reservation of the right to delay the acceptance of or payment

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for Shares is subject to the provisions of Rule 14e-1(c) under the Exchange Act, which requires that we pay the consideration offered or to return Shares deposited by or on behalf of tendering stockholders promptly after the termination or withdrawal of the Offer.

Any extension, waiver or amendment of the Offer, or delay in acceptance for payment or payment, or termination of the Offer will be followed, as promptly as practicable, by public announcement thereof, such announcement in the case of an extension to be issued not later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with the public announcement requirements of Rules 14d-4(d), 14d-6(c) and l4e-1(d) under the Exchange Act. Without limiting our obligation under such rule or the manner in which we may choose to make any public announcement, we currently intend to make announcements by issuing a press release to the Business Wire (or such other national media outlet or outlets it deems prudent) and making any appropriate filing with the Commission.

Radyne has agreed to provide us with its list of stockholders and security position listings for the purpose of disseminating the Offer to holders of Shares. This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares whose names appear on Radyne’s stockholder list and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing, for subsequent transmittal to beneficial owners of Shares.

2. Acceptance for Payment and Payment for Shares

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), promptly after the Expiration Date, we will accept for payment, purchase and pay for, all Shares validly tendered, and not properly withdrawn, prior to the Expiration Date. In addition, subject to the terms and conditions of the Merger Agreement and the applicable rules of the Commission, we reserve the right to delay acceptance for payment of, or payment for, Shares, pending receipt of any regulatory or governmental approvals specified in Section 15—“Certain Legal Matters.” For information with respect to approvals that we are or may be required to obtain prior to the completion of the Offer, see Section 15—“Certain Legal Matters.”

In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (a) certificates representing such Shares or confirmation of the book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in Section 3—“Procedures for Tendering Shares,” (b) a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in Section 3 below) in lieu of the Letter of Transmittal), and (c) any other documents required by the Letter of Transmittal or any other customary documents required by Depositary. See Section 3—“Procedures for Tendering Shares.”

For purposes of the Offer, we will be deemed to have accepted for payment and thereby purchased Shares validly tendered, and not properly withdrawn, prior to the Expiration Date if and when we give oral or written notice to the Depositary of its acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for purposes of receiving payments from us and transmitting such payments to the tendering stockholders. Under no circumstances will interest be paid on the Offer Price for Shares, regardless of any extension of the Offer or any delay in payment for Shares.

If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted for more Shares than are tendered, certificates for such unpurchased Shares will be returned (or new certificates for the Shares not tendered will be sent), without expense to the

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tendering stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary’s account at DTC pursuant to the procedures set forth in Section 3—“Procedures for Tendering Shares,” such Shares will be credited to an account maintained with DTC) promptly following expiration or termination of the Offer.

If, prior to the Expiration Date, we increase the consideration offered to holders of Shares pursuant to the Offer, such increased consideration will be paid to holders of all Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration.

3. Procedures for Tendering Shares

Valid Tender of Shares. Except as set forth below, to validly tender Shares pursuant to the Offer, (a) a properly completed and duly executed Letter of Transmittal (or a manually executed facsimile thereof) in accordance with the instructions of the Letter of Transmittal, with any required signature guarantees, or an Agent’s Message (as defined below) in connection with a book-entry delivery of Shares, and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date and either (x) certificates representing Shares tendered must be delivered to the Depositary or (y) such Shares must be properly delivered pursuant to the procedures for book-entry transfer described below and a confirmation of such delivery received by the Depositary (which confirmation must include an Agent’s Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case, prior to the Expiration Date, or (b) the tendering stockholder must comply with the guaranteed delivery procedures set forth below. The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares which are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against the participant.

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in DTC’s systems may make a book-entry transfer of Shares by causing DTC to transfer such Shares into the Depositary’s account in accordance with DTC’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer, either the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase by the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described below. The confirmation of a book-entry transfer of Shares into the Depositary’s account at DTC as described above is referred to herein as a “Book-Entry Confirmation.”

Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the Depositary.

Signature Guarantees and Stock Powers. Except as otherwise provided below, all signatures on a Letter of Transmittal must be guaranteed by a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchanges Medallion Program (each, an “Eligible Institution”). Signatures on a Letter of Transmittal need not be guaranteed (a) if the Letter of Transmittal is signed by the registered owner(s) (which term, for purposes of this section, includes any participant in any of DTC’s systems whose name appears on a security position listing as the owner of the Shares) of Shares tendered therewith and such registered owner has not completed the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on the Letter of Transmittal or (b) if

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such Shares are tendered for the account of an Eligible Institution. See Instructions 1 and 5 of the Letter of Transmittal. If the certificates for Shares are registered in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made or certificates for Shares not tendered or not accepted for payment are to be returned to a person other than the registered owner of the certificates surrendered, then the tendered certificates must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name or names of the registered owner(s) or holder(s) appear on the certificates, with the signatures on the certificates or stock powers guaranteed as described above. See Instructions 1 and 5 of the Letter of Transmittal.

If certificates representing Shares are forwarded separately to the Depositary, a properly completed and duly executed Letter of Transmittal (or facsimile) must accompany each delivery of certificates.

Guaranteed Delivery. A stockholder who desires to tender Shares pursuant to the Offer and whose certificates for Shares are not immediately available and cannot be delivered to the Depositary prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer prior to the Expiration Date, or who cannot deliver all required documents to the Depositary prior to the Expiration Date, may tender such Shares by satisfying all of the requirements set forth below:

• such tender is made by or through an Eligible Institution;

• a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Purchaser, is received by the Depositary (as provided below) prior to the Expiration Date; and

• the certificates for all tendered Shares, in proper form for transfer (or a Book-Entry Confirmation with respect to all such Shares), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal), and any other required documents, are received by the Depositary within three trading days after the date of execution of such Notice of Guaranteed Delivery. A “trading day” is any day on which the NASDAQ Global Market is open for business.

The Notice of Guaranteed Delivery may be delivered by hand to the Depositary or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery.

THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. DELIVERY OF ALL SUCH DOCUMENTS WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

Other Requirements. Notwithstanding any provision of the Merger Agreement, we will pay for Shares validly tendered pursuant to the Offer, and not properly withdrawn, prior to the Expiration Date only after timely receipt by the Depositary of (a) certificates for (or a timely Book-Entry Confirmation with respect to) such Shares, (b) a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal), and (c) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when certificates for Shares or Book-Entry Confirmations with respect to Shares are actually received by the Depositary. Under no circumstances will we pay interest on the purchase price of Shares, regardless of any extension of the Offer or any delay in making such payment.

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Binding Agreement. Our acceptance for payment of Shares tendered pursuant to one of the procedures described above will constitute a binding agreement between the tendering stockholder and us upon the terms and subject to the conditions of the Offer.

Appointment as Proxy. By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of an Agent’s Message in lieu of a Letter of Transmittal), the tendering stockholder irrevocably appoints our designees as such stockholder’s proxies, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for payment by us and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after the date of the Merger Agreement. All such proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, we accept for payment Shares tendered by such stockholder as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder will be revoked, and no subsequent powers of attorney, proxies and consents may be given (and, if given, will not be deemed effective). Our designees will, with respect to the Shares or other securities and rights for which the appointment is effective, be empowered to exercise all voting and other rights of such stockholder as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the stockholders of Radyne, by written consent in lieu of any such meeting or otherwise. We reserve the right to require that, in order for Shares to be deemed validly tendered, immediately upon our payment for such Shares we must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such Shares and other securities, including voting at any meeting of stockholders or executing a written consent concerning any matter.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of Shares will be determined by us in our sole and absolute discretion, which determination will be final and binding. We reserve the absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance for payment of or payment for which may, in our opinion, be unlawful. We also reserve the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder whether or not similar defects or irregularities are waived in the case of any other stockholder. No tender of Shares will be deemed to have been validly made until all defects and irregularities relating thereto have been cured or waived. None of Comtech, Purchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent, or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the Instructions thereto and any other documents related to the Offer) will be final and binding.

4. Withdrawal Rights

Except as otherwise provided in this Section 4, tenders of Shares pursuant to the Offer are irrevocable. A stockholder may withdraw Shares tendered pursuant to the Offer at any time prior to the Expiration Date.

For a withdrawal of Shares to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the record holder of the Shares to be withdrawn, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of any Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3—“Procedures for Tendering Shares,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If certificates representing the Shares have been delivered or otherwise identified to the Depositary, the name of the registered owner and the serial numbers shown on such certificates must also be furnished to the Depositary prior to the physical release of such certificates.

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All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by us, in our sole discretion, which determination will be final and binding. No withdrawal of Shares will be deemed to have been properly made until all defects and irregularities have been cured or waived. None of Comtech, Purchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent, or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by following one of the procedures for tendering Shares described in Section 3—“Procedures for Tendering Shares” at any time prior to the Expiration Date.

If we extend the Offer, we delay our acceptance for payment of Shares, or we are unable to accept for payment Shares pursuant to the Offer, for any reason, then, without prejudice to our rights under the Offer, the Depositary may nevertheless, on our behalf, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering stockholders exercise withdrawal rights as described in this Section 4 prior to the Expiration Date.

In the event we provide a subsequent offering period following the Offer, no withdrawal rights will apply to Shares tendered during such subsequent offering period or to Shares tendered in the Offer and accepted for payment.

5. Certain Material U.S. Federal Income Tax Consequences of the Offer and the Merger

General. The following is a summary of the anticipated material United States federal income tax consequences of the Offer and the Merger to our stockholders. This summary is based upon existing United States federal income tax law which is subject to change or differing interpretations, possibly with retroactive effect. This discussion is limited to United States persons who hold their Shares as “capital assets” for United States federal income tax purposes (generally, assets held for investment). This summary does not address all aspects of United States federal income taxation that may be relevant to a particular stockholder in light of that stockholder’s particular circumstances, or to those stockholders that may be subject to special treatment under United States federal income tax law (for example, life insurance companies, tax-exempt organizations, financial institutions, taxpayers that are not U.S. persons, dealers or brokers in securities or currencies, partnerships and their partners or stockholders who hold Shares as part of a hedging, straddle, conversion, constructive sale or other integrated transaction for United States federal income tax purposes or who acquired their Shares through the exercise of stock options or other compensatory arrangements). In addition, the discussion does not address any foreign, state, or local tax considerations that may be applicable to our stockholders. Stockholders are urged to consult their tax advisors regarding the United States federal, state, local, and foreign tax considerations of the Offer and the Merger.

Consequences of the Offer and the Merger to Our Stockholders. The receipt of cash in exchange for Shares pursuant to the Offer or the Merger will be a taxable transaction for United States federal income tax purposes, and may be a taxable transaction for state, local, and foreign tax purposes as well. In general, a stockholder who surrenders Shares in exchange for cash pursuant to the Offer or the Merger will recognize capital gain or loss for United States federal income tax purposes in an amount equal to the difference between the amount of cash received and such stockholder’s adjusted tax basis in the Shares tendered in exchange therefor. Gain or loss will be calculated separately for each block of Shares surrendered in the Offer or the Merger. Such gain or loss will generally be long-term, provided, that a stockholder has held such Shares for more than one year as of the closing date of the Offer or the Merger. The deductibility of capital loss is subject to limitations.

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6. Price Range of Shares; Dividends

According to Radyne’s Annual Report on Form 10-K for the year ended December 31, 2007, the Shares are traded on the NASDAQ Global Market under the symbol “RADN.” The following table sets forth, for the calendar quarters indicated, the high and low sales prices per Share on the NASDAQ Global Market with respect to each calendar quarter during 2006 and 2007 as stated in Radyne’s Annual Report on Form 10-K for the year ended December 31, 2007 and from public sources with respect to the periods noted below in 2008.

	High		Low
2006:
First Quarter	$	16.33	$	12.59
Second Quarter		17.85		10.07
Third Quarter		12.95		10.26
Fourth Quarter		13.33		9.52
	High		Low
2007:
First Quarter	$	11.13	$	8.92
Second Quarter		10.68		8.61
Third Quarter		11.41		10.19
Fourth Quarter		11.06		8.54
	High		Low
2008:
First Quarter	$	9.90	$	6.45
Second Quarter (through May 21)	$	11.20	$	7.50

On May 9, 2008, the last full trading day prior to the public announcement of the terms of the Offer and the Merger, the reported closing sales price per Share on the NASDAQ Global Market during normal trading hours was $7.74 per Share. On May 21, 2008, the last full trading day prior to the commencement of the Offer, the reported closing sales price per Share on the NASDAQ Global Market during normal trading hours was $11.16 per Share. Radyne has never paid dividends. In Radyne’s Annual Report on Form 10-K for the year ended December 31, 2007, Radyne has indicated that it will continue to retain its earnings to finance development and expansion of its business and it did not anticipate paying dividends on Radyne Shares in the foreseeable future. Additionally, under the terms of the Merger Agreement, Radyne is not permitted to declare or pay dividends with respect to the Shares without the prior written consent of Comtech. See Section 14—“Dividends and Distributions.” Stockholders are urged to obtain a current market quotation for the Shares.

7. Possible Effects of the Offer on the Market for the Shares; NASDAQ Listing; Exchange Act Registration and Margin Regulations

Possible Effects of the Offer on the Market for the Shares. The purchase of Shares pursuant to the Offer will reduce the number of Shares that might otherwise trade publicly and could adversely affect the liquidity and market value of the remaining Shares held by the public. The purchase of Shares pursuant to the Offer can also be expected to reduce the number of holders of Shares. We cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price or marketability of the Shares or whether it would cause future market prices to be greater or less than the Offer Price.

NASDAQ Listing. Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the requirements for continued listing on the NASDAQ Global Market. According to the published guidelines of The NASDAQ Stock Market, LLC (“NASDAQ”), NASDAQ would consider disqualifying the Shares for listing on the NASDAQ Global Market (though not necessarily for listing on The NASDAQ Capital Market) if, among other possible grounds, the number of publicly held Shares falls below

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750,000, the total number of beneficial holders of round lots of Shares falls below 400, the market value of publicly held Shares over a 30 consecutive business day period is less than $5 million, there are fewer than two active and registered market makers in the Shares over a 10 consecutive business day period, Radyne has stockholders’ equity of less than $10 million, or the bid price for the Shares over a 30 consecutive business day period is less than $1. Furthermore, NASDAQ would consider delisting the Shares from NASDAQ altogether if, among other possible grounds, (a) the number of publicly held Shares falls below 500,000, (b) the total number of beneficial holders of round lots of Shares falls below 300, (c) the market value of publicly held Shares over a 30 consecutive business day period is less than $1 million, (d) there are fewer than two active and registered market makers in the Shares over a 10 consecutive business day period, (e) the bid price for the Shares over a 30 consecutive business day period is less than $1, or (f) (i) Radyne has stockholders’ equity of less than $2.5 million, (ii) the market value of Radyne’s listed securities is less than $35 million over a 10 consecutive business day period, and (iii) Radyne’s net income from continuing operations is less than $500,000 for the most recently completed year and two of the last three most recently completed years. Shares held by officers or directors of Radyne, or by any beneficial owner of more than 10 percent of the Shares, will not be considered as being publicly held for this purpose. According to Radyne, there are approximately 18,808,528 Shares outstanding. If, as a result of the purchase of Shares pursuant to the Offer or otherwise, the Shares are either no longer eligible for the NASDAQ Global Market or are delisted from NASDAQ altogether, the market for Shares will be adversely affected.

If NASDAQ were to delist the Shares, it is possible that the Shares would continue to trade on other securities exchanges or in the over-the-counter market and that price or other quotations for the Shares would be reported by other sources. The extent of the public market for such Shares and the availability of such quotations would depend, however, upon such factors as the number of stockholders and the aggregate market value of such securities remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration under the Exchange Act as described below, and other factors. We cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for or marketability of the Shares or whether it would cause future market prices to be greater or less than the Offer Price. Trading in the Shares will cease upon consummation of the Merger if trading has not ceased earlier as discussed above.

Exchange Act Registration. The Shares currently are registered under the Exchange Act. The purchase of the Shares pursuant to the Offer may result in the Shares becoming eligible for deregistration under the Exchange Act. Registration of the Shares may be terminated by Radyne upon application to the Commission if the outstanding Shares are not listed on a “national securities exchange” and if there are fewer than 300 holders of record of Shares.

Termination of registration of the Shares under the Exchange Act would reduce the information required to be furnished by Radyne to its stockholders and to the Commission and would make certain provisions of the Exchange Act (such as the short-swing profit recovery provisions of Section 16(b), the requirement of furnishing a proxy statement or information statement in connection with stockholders’ meetings or actions in lieu of a stockholders’ meeting pursuant to Section 14(a) and 14(c) of the Exchange Act and the related requirement of furnishing an annual report to stockholders) no longer applicable with respect to the Shares. In addition, if the Shares are no longer registered under the Exchange Act, the requirements of Rule 13e-3 with respect to “going private” transactions would no longer be applicable to Radyne. Furthermore, the ability of “affiliates” of Radyne and persons holding “restricted securities” of Radyne to dispose of such securities pursuant to Rule 144 under the Securities Act of 1933, as amended, may be impaired or eliminated. If registration of the Shares under the Exchange Act were terminated, the Shares would no longer be eligible for continued inclusion on the Federal Reserve Board’s list of “margin securities” or eligible for stock exchange listing or reporting on NASDAQ. We intend to seek to cause Radyne to apply for termination of registration of the Shares as soon as possible after consummation of the Offer if the requirements for termination of registration are met.

If registration of the Shares is not terminated prior to the Merger, then the registration of the Shares under the Exchange Act will be terminated following completion of the Merger.

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8. Certain Information Concerning Radyne

The following description of Radyne and its business has been taken from Radyne’s Annual Report on Form 10-K for the year ended December 31, 2007, and is qualified in its entirety by reference to such report.

Radyne designs, manufactures and sells products and systems used for the operation of satellite, troposcatter, microwave and cable communication networks. Radyne’s customers use its products for applications for telephone (landline and mobile), data, video and audio broadcast communication, national and homeland defense, private and corporate data networks, Internet applications and digital television for cable and network broadcast. Radyne sells under four brands: (1) Radyne builds satellite modems, converters and switches, (2) Xicom Technology produces high power amplifiers, (3) AeroAstro designs and constructs microsatellite systems, components and advanced communication technologies, and (4) Tiernan supplies HDTV and SDTV encoding and transmission equipment. Radyne sells its products in sales and/or service offices in the United States (Phoenix, Arizona; San Diego and Santa Clara, California; Ashburn, Virginia; and Boca Raton, Florida); Singapore; China; Indonesia; the United Kingdom; and the Netherlands. Radyne has manufacturing facilities in Phoenix, Arizona; San Diego and Santa Clara, California; and Ashburn, Virginia. Radyne serves customers in over 120 countries; including customers in the television broadcast industry, international telecommunications companies, Internet service providers, private communication networks, network and cable television and the United States government.

Radyne is a Delaware corporation with executive offices located at 3138 East Elwood Street, Phoenix, Arizona. Radyne’s telephone number at such principal executive offices is (602) 437-9620.

Available Information. Radyne is subject to the information and reporting requirements of the Exchange Act and in accordance therewith is obligated to file reports and other information with the Commission relating to its business, financial condition and other matters. Certain information, as of particular dates, concerning Radyne’s business, principal physical properties, capital structure, material pending litigation, operating results, financial condition, directors and officers (including their remuneration and stock options granted to them), the principal holders of Radyne’s securities, any material interests of such persons in transactions with Radyne, and other matters is required to be disclosed in proxy statements and periodic reports distributed to Radyne’s stockholders and filed with the Commission. Such reports, proxy statements and other information should be available for inspection at the public reference room at the Commission’s office at 100 F Street, NE, Washington, DC 20549. Copies may be obtained by mail, upon payment of the Commission’s customary charges, by writing to its principal office at 100 F Street, NE, Washington, DC 20549. Further information on the operation of the Commission’s Public Reference Room in Washington, DC can be obtained by calling the Commission at 1-800-SEC-0330. The Commission also maintains an Internet web site that contains reports, proxy statements and other information about issuers, such as Radyne, who file electronically with the Commission. The address of that site is http://www.sec.gov. Radyne also maintains an Internet website at http://www.radn.com. The information contained in, accessible from or connected to Radyne’s website is not incorporated into, or otherwise a part of, this Offer to Purchase or any of Radyne’s filings with the Commission. The website addresses referred to in this paragraph are inactive text references and are not intended to be actual links to the websites.

Sources of Information. Except as otherwise set forth herein, the information concerning Radyne contained in this Offer to Purchase has been based upon publicly available documents and records on file with the Commission and other public sources. Although we have no knowledge that any such information contains any misstatements or omissions, none of Comtech, Purchaser or any of their respective affiliates or assigns, the Information Agent or the Depositary assumes responsibility for the accuracy or completeness of the information concerning Radyne contained in such documents and records or for any failure by Radyne to disclose events which may have occurred or may affect the significance or accuracy of any such information.

9. Certain Information Concerning Purchaser and Comtech

Purchaser. Purchaser is a Delaware corporation and, to date, has engaged in no activities other than those incident to its formation and to the Offer and Merger. We are a wholly-owned subsidiary of Comtech. The

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principal executive offices of Purchaser are located c/o Comtech Telecommunications Corp., 68 South Service Road, Suite 230, Melville, New York, 11747, where our telephone number is (631) 962-7000.

Comtech. Comtech designs, develops, produces and markets innovative products, systems and services for advanced communications solutions. Comtech believes many of its solutions play a vital role in providing or enhancing communication capabilities when terrestrial communications infrastructure is unavailable, inefficient or too expensive. Comtech conducts its business through three complementary segments: telecommunications transmission, mobile data communications and RF microwave amplifiers. Comtech sells its products to a diverse customer base in the global commercial and government communications markets. Comtech believes it is a leader in the market segments that it serves. The principal executive offices of Comtech are located at 68 South Service Road, Suite 230, Melville, New York, 11747, where Comtech’s telephone number is (631) 962-7000.

Additional Information. The name, business address, citizenship, present principal occupation and employment history for the past five years of each of the members of the board of directors and the executive officers of Comtech and Purchaser are set forth in Schedule A to this Offer to Purchase.

None of Comtech, Purchaser or, to the knowledge of Comtech or Purchaser after reasonable inquiry, any of the persons listed in Schedule A, has during the last five years (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws or a finding of any violation of U.S. federal or state securities laws.

Except as set forth elsewhere in this Offer to Purchase or in Schedule A: (a) none of Comtech, Purchaser or, to the knowledge of Comtech or Purchaser after reasonable inquiry, any of the persons listed in Schedule A or any associate or majority-owned subsidiary of Comtech, Purchaser or any of the persons so listed, beneficially owns or has a right to acquire any Shares or any other equity securities of Radyne, except for 100 Shares owned by Comtech and 100 Shares owned by Michael D. Porcelain; (b) none of Comtech, Purchaser or, to the knowledge of Comtech or Purchaser after reasonable inquiry, any of the persons referred to in clause (a) above or any of their executive officers, directors, affiliates or subsidiaries has effected any transaction in Shares or any other equity securities of Radyne during the past 60 days; (c) none of Comtech, Purchaser, their subsidiaries or, to the knowledge of Comtech or Purchaser after reasonable inquiry, any of the persons listed in Schedule A, has any agreement, arrangement, or understanding, whether or not legally enforceable, with any other person with respect to any securities of Radyne (including, but not limited to, any agreement, arrangement, or understanding concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations); (d) in the past two years, there have been no transactions that would require reporting under the rules and regulations of the Commission between any of Comtech, Purchaser, their subsidiaries or, to the knowledge of Comtech or Purchaser after reasonable inquiry, any of the persons listed in Schedule A, on the one hand, and Radyne or any of its executive officers, directors or affiliates, on the other hand; and (e) other than the transaction described in the Offer to Purchase, in the past two years, there have been no negotiations, transactions or material contacts between any of Comtech, Purchaser, their subsidiaries or, to the knowledge of Comtech or Purchaser after reasonable inquiry, any of the persons listed in Schedule A, on the one hand, and Radyne or any of its affiliates, on the other hand, concerning a merger, consolidation or acquisition, a tender offer or other acquisition of Radyne’s securities, an election of Radyne’s directors or a sale or other transfer of a material amount of assets of Radyne.

We do not believe our financial condition is relevant to your decision whether to tender your Shares and accept the Offer because (a) the Offer is being made for all outstanding Shares solely for cash; (b) the Offer is not subject to any financing condition; (c) if we consummate the Offer, we will acquire all remaining Shares for the same cash price in the Merger; and (d) Comtech has, and will arrange for Purchaser to have, sufficient funds to purchase all Shares validly tendered and not properly withdrawn in the Offer and to acquire the remaining outstanding Shares in the Merger.

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10. Background of the Offer; Contacts with Radyne

Comtech and its board of directors continually review its strategic alternatives. Comtech had long considered Radyne as a potential acquisition target likely to be a good strategic fit with Comtech’s existing business. Over the past several years Comtech and Radyne have, from time to time, engaged in discussions concerning Comtech’s potential interest in Radyne.

In September 2006, Mr. Fred Kornberg, Chairman, President and Chief Executive Officer of Comtech, spoke with Mr. Robert Fitting, a Radyne director and former Chief Executive Officer of Radyne, and communicated Comtech’s interest in a potential acquisition of Radyne. Mr. Fitting subsequently responded, stating that he had had a discussion with the non-management directors who would be agreeable to reviewing an offer from Comtech at a reasonable price. Mr. Fitting informed Mr. Kornberg that any offer that would result in a value for Radyne of less than $300 million would probably not be considered by the Radyne board. Mr. Fitting also asked Mr. Kornberg to direct all future inquiries on an acquisition to Dr. Waylan.

On October 4, 2006, Mr. Kornberg spoke with Dr. C.J. Waylan, Chairman of the Radyne board, expressing Comtech’s interest in discussing a combination with Radyne. On October 6, 2006, Comtech submitted a non-binding letter to Dr. Waylan offering to acquire Radyne for $15.00 per share. Comtech’s offer was based on its review of publicly available documents regarding Radyne and without the benefit of a legal and business due diligence review. On October 16, 2006, Dr. Waylan called and wrote to Mr. Kornberg to inform him that the Radyne board had reviewed Comtech’s October 6, 2006 non-binding letter and had decided not to pursue the transactions contemplated thereby and were focused on executing their internal plan.

During the period between October 2006 and March 2007, Mr. Kornberg and Dr. Waylan engaged in a number of communications in which they discussed the value of Radyne and its strategic plans. As a result of those discussions, Dr. Waylan and Mr. Kornberg met in Ft. Myers, Florida on March 13, 2007, where Dr. Waylan indicated that the Radyne board was willing to seriously consider an offer from Comtech. On March 15, 2007, Comtech submitted a non-binding offer to the Radyne board of directors to acquire all of the outstanding shares of Radyne for $13.00 per share. This offer, like the one in October 2006, was not based on any due diligence review of Radyne, with the lower price based on weaker financial performance of Radyne based on Comtech’s review of public information. Mr. Kornberg subsequently spoke with Dr. Waylan and Mr. Fitting, both of whom informed Mr. Kornberg that the Radyne board had rejected the offer. Dr. Waylan stated that the price offered by Comtech did not reflect the value of Radyne as determined by the Radyne board based on its strategic plan and based on advice from a financial advisor.

On April 2, 2007, Comtech submitted a letter to the non-executive directors of Radyne’s board stating Comtech’s disappointment at Radyne’s rejection of the offer and stating that Comtech would consider addressing its offer directly to Radyne’s stockholders. On April 11, 2007, Comtech sent a letter to the non-executive directors of the Radyne board informing them that it would delay sharing its offer with Radyne stockholders pending Radyne’s announcement of its first quarter 2007 earnings results. In the same letter, Comtech requested a meeting with the Radyne board.

On April 23, 2007, Dr. Waylan wrote to Mr. Kornberg on behalf of the Radyne board, reiterating the inadequacy of the Comtech offer and stating that Radyne had engaged external advisors to assist the Radyne board in evaluating the offer. Dr. Waylan also informed Comtech that Radyne had formed a Strategic Transactions Committee of its board of directors to address the offer and for other related purposes. He further stated that the Strategic Transactions Committee would be willing to meet with Comtech subject to the execution of a confidentiality agreement.

On April 30, 2007, Mr. Kornberg wrote the non-executive directors of Radyne to accept Dr. Waylan’s offer to meet with Radyne’s Strategic Transactions Committee, and agreed to review a confidentiality agreement. Radyne and Comtech, and their respective advisors, sought to negotiate a confidentiality agreement, but could not agree on certain terms. Nonetheless, Mr. Kornberg and Mr. Robert Rouse, Executive Vice President and

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Chief Operating Officer of Comtech, met with Dr. Waylan and Mr. Dennis Elliot, representatives of Radyne’s Strategic Transactions Committee on May 10, 2007, in Washington, D.C. At this meeting, Mr. Kornberg and Mr. Rouse explained Comtech’s strategic reasons for seeking an acquisition of Radyne. Dr. Waylan and Mr. Elliott stated that the Radyne board believed that the fair value of Radyne was in the range of $15.00 to $18.00 per share, and absent an offer in that range, Radyne was not willing to discuss a combination. They attributed their position to their confidence in their plan and a valuation analysis prepared by their financial advisor.

On November 15, 2007, Mr. Kornberg telephoned Dr. Waylan and again communicated Comtech’s interest in acquiring Radyne, and also noted that there was pressure on Radyne based on a Schedule 13D filing by Discovery Group I, LLC, Radyne’s largest stockholder at the time, demanding that Radyne hire a financial advisor and initiate a process to sell the company. In a subsequent conversation between Mr. Kornberg and Dr. Waylan, Dr. Waylan again indicated his understanding that the Radyne board would be receptive to an offer from Comtech in the price range he had provided in prior discussions. Dr. Waylan suggested a willingness to consider an offer at the higher end of Discovery’s price range of $14.00 to $16.00 per share.

On November 26, 2007, Comtech submitted a written non-binding offer to the board of directors of Radyne to acquire all outstanding shares of Radyne for $14.00 per share. This non-binding offer was, among other things, subject to satisfactory completion of due diligence, negotiation of a mutually acceptable agreement and approval by Comtech’s board of directors. On December 10, 2007, Dr. Waylan informed Mr. Kornberg that Radyne would be willing to allow Comtech to perform initial due diligence upon execution of a confidentiality agreement. Dr. Waylan also stated that the board would solicit other offers for the company in its evaluation of strategic alternatives. On January 3, 2008, Comtech and Radyne executed a confidentiality agreement.

On January 8, 2008, Mr. Rouse, Michael Porcelain, Senior Vice President and Chief Financial Officer and Mr. Jerome Kapelus, Senior Vice President, Strategy & Business Development of Comtech, met in New York with Myron Wagner, Chief Executive Officer of Radyne, Malcolm Persen, Chief Financial Officer of Radyne, and Radyne’s financial advisor, during which the parties discussed Comtech’s strategic business objectives and began discussions about arranging upcoming due diligence meetings and distribution of diligence materials. Soon thereafter, Radyne provided Comtech and its advisors with access to an online data room, and began populating the data room based on diligence requests put forward by Comtech and its advisors. Over the next several weeks, Comtech conducted a due diligence review of the materials made available from time to time in the online data room.

In January and February 2008, Comtech senior management, as well as Comtech’s financial advisor, met with Radyne’s senior management team and its financial advisors in Phoenix, Arizona, and conducted on site business meetings with the senior managers of Radyne’s Xicom and AeroAstro business units. In connection with its due diligence review, Comtech received from Radyne certain forward-looking information regarding Radyne’s internal financial forecasts and projections, including its 2008 plan and its five-year budget. During Comtech’s discussion with management and its own due diligence review, Comtech determined that key assumptions used in the 2008 plan were based on information originally developed in the Fall of 2007 and did not reflect negative changes in the business and financial outlook at the time the projections were received. In addition, based on Radyne’s subsequent weaker financial performance, Comtech did not rely on such forecasts and projections provided to Comtech by Radyne in its valuation of Radyne. On February 13, 2008, Mr. Wagner requested that Comtech reaffirm its all-cash offer to purchase Radyne for $14.00 per share. On February 18, 2008, Mr. Kornberg provided an updated offer letter to Radyne, reducing its offer price to a range of $11.50 to $12.00 per share based on Radyne’s weaker financial performance as determined during Comtech’s due diligence review.

Between February 26 and March 25, 2008, Mr. Kornberg had a number of conversations with Mr. Wagner about the due diligence process and other matters. Between March 26 and April 21, 2008, Comtech continued its due diligence process, and also visited Radyne’s Xicom facility as well as its Tiernan facility to meet with each business unit’s senior management team to review their respective businesses. On April 11, 2008, Radyne’s financial advisor circulated to interested bidders, including Comtech, an initial draft of the merger agreement. Radyne’s financial advisor requested Comtech to submit a best and final offer, including changes to the merger

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agreement, no later than April 22, 2008. Comtech submitted this offer and a mark up merger agreement on April 22, 2008. On April 24, 2008, Radyne’s financial advisor informed Comtech that the Radyne board had selected Comtech as the winning bidder and sought to move forward with the negotiation of a definitive agreement.

During the period from April 25 through May 9, 2008, representatives of Comtech and Radyne negotiated various aspects of the proposed merger agreement. Comtech indicated again during these discussions that it would not require committed financing in connection with the acquisition transaction. Representatives of the two parties had various meetings and discussions in which they discussed terms of the merger agreement in detail, including the purchase price and the termination fee.

On April 30, 2008, Comtech conducted a day long due diligence session with Radyne senior executives and simultaneously Comtech and its accountants reviewed Radyne work papers. On May 1, 2008, Messrs. Kapelus and Porcelain met with Messrs. Wagner and Persen to discuss Radyne’s first quarter 2008 financial results that were received on April 23, 2008. Comtech’s accountants continued to perform financial and accounting due diligence. On May 2, 2008, Messrs. Kapelus and Porcelain spoke to Radyne’s financial advisor and stated that the lower than expected first quarter 2008 results had caused concern, and that Comtech was considering decreasing its offer. On May 3, 2008, Radyne informed Comtech that it was not willing to provide additional due diligence information until a final offer price was confirmed. On May 4, 2008, Comtech was informed that the Radyne board had decided to stop legal negotiation until there was resolution on the offer price. On May 6, 2008, Messrs. Kapelus and Porcelain spoke with Mr. Wagner and a representative of Radyne’s financial advisor, and agreed to maintain the $11.50 per share offer price. Comtech also stated that a number of issues on the merger agreement remained open and that their resolution was important to Comtech. Immediately before the commencement of Comtech’s board meeting, the remaining legal issues were resolved to Comtech’s satisfaction.

At the Comtech board meeting held on May 9, 2008, the transaction terms were discussed and were unanimously approved. The Merger Agreement was executed by both parties on May 10, 2008, and was publicly announced the morning of May 12, 2008.

11. Purpose of the Offer and Plans for Radyne; Summary of the Merger Agreement

Purpose of the Offer and Plans for Radyne

The purpose of the Offer and the Merger is for Comtech and its affiliates, through Purchaser, to acquire control of, and the entire equity interest in, Radyne. Pursuant to the Merger, we will acquire all of the stock of Radyne not purchased pursuant to the Offer, the Top-Up Option or otherwise. Stockholders of Radyne who sell their Shares in the Offer will cease to have any equity interest in Radyne or any right to participate in its earnings and future growth. If the Merger is consummated, non-tendering stockholders also will no longer have an equity interest in Radyne. On the other hand, after selling their Shares in the Offer or the subsequent Merger, stockholders of Radyne will not bear the risk of any decrease in the value of Radyne.

Assuming Purchaser purchases a majority of the outstanding Shares pursuant to the Offer, Comtech is entitled and currently intends to exercise its rights under the Merger Agreement to obtain pro rata representation on, and control of, the Radyne board of directors. See “The Merger Agreement—Directors” below. At the Effective Time, the Certificate of Incorporation of Radyne and the By-laws of Radyne will be amended so as to read in the form of Exhibit B and Exhibit C, respectively, to the Merger Agreement and, as so amended, will be the Certificate of Incorporation and the By-laws of the Surviving Corporation until thereafter amended as provided by Law and such Certificate of Incorporation and By-laws. The directors of the Purchaser will become the directors of the Radyne until their respective successors are duly elected or appointed. See “The Merger Agreement—Directors” below.

Comtech and Purchaser are conducting a detailed review of Radyne and its assets, corporate structure, capitalization, operations, properties, policies, management and personnel, and will consider what changes would be desirable in light of the circumstances which exist upon completion of the Offer. Comtech and Purchaser will

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continue to evaluate the business and operations of Radyne during the pendency of the Offer and after the consummation of the Offer and the Merger and will take such actions as they deem appropriate under the circumstances then existing. Thereafter, Comtech intends to review such information as part of a comprehensive review of Radyne’s business, operations, capitalization and management with a view to optimizing development of Radyne’s potential in conjunction with Radyne’s existing businesses. We expect that all aspects of Radyne’s satellite earth station business will be fully integrated into Comtech EF Data Corp. Synergies are expected to be achieved by closing Radyne’s manufacturing facility and eliminating redundant overhead functions. Additional synergies are expected from the consolidation of Radyne’s corporate functions into Comtech’s headquarters in Melville, New York. However, plans may change based on further analysis including changes in Radyne’s business, corporate structure, charter, by-laws, capitalization, board of directors and management, although, except as disclosed in this Offer to Purchase, Comtech and Purchaser have no current plans with respect to any of such matters.

Except as disclosed in this Offer to Purchase, neither Comtech nor Purchaser has any present plans or proposals that would result in an extraordinary corporate transaction involving Radyne or any of its subsidiaries, such as a merger, reorganization, liquidation, relocation of operations, or sale or transfer of a material amount of assets, or any material changes in Radyne’s capitalization, corporate structure, business or composition of its management or board of directors. Prior to the Expiration Date, Comtech may cause Purchaser to be transferred to one or more of its affiliates for internal structuring reasons, but no such transfer will effect Comtech’s obligations under the Merger Agreement.

Summary of the Merger Agreement

The following is a summary of certain provisions of the Merger Agreement. This summary is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as an exhibit to the Tender Offer Statement on Schedule TO that we filed with the Commission on May 22, 2008 (the “Schedule TO”) and which is incorporated herein by reference. Copies of the Merger Agreement and the Schedule TO, and any other filings that we make with the Commission with respect to the Offer or the Merger, may be obtained in the manner set forth in Section 8 under “Available Information.” Capitalized terms used, but not defined, herein shall have the respective meanings given to them in the Merger Agreement.

The Offer. The Merger Agreement provides that we will commence the Offer and that, upon the terms and subject to satisfaction or waiver of the conditions to the Offer described in Section 13—“Conditions of the Offer” (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), we will accept for payment Shares validly tendered pursuant to the Offer and pay the Offer Price for each such tendered and not subsequently withdrawn Share. Subject to the terms and conditions thereof, the Offer shall remain open until 12:00 midnight, New York City time, on Friday, June 20, 2008 (the “Expiration Date”), unless Purchaser shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, the Merger Agreement or as may be required by applicable Law, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire. To the extent permitted by applicable law, we expressly reserve the right to waive any condition and to make any other changes to the terms and conditions of the Offer, subject to compliance with the Exchange Act; provided, that pursuant to the Merger Agreement, we have agreed that we will not, without the prior written consent of Radyne (1) waive the Minimum Condition; (2) change the form of consideration to be paid pursuant to the Offer; (3) decrease the Offer Price payable in the Offer; (4) reduce the maximum number of Shares to be purchased in the Offer; (5) impose conditions to the Offer in addition to the conditions set forth in Section 13—“Conditions of the Offer;” or (6) amend the conditions set forth in Section 13—“Conditions of the Offer” in any manner materially adverse to the holders of Shares. We may, in our sole and absolute discretion, increase the Offer Price payable in the Offer without the consent of Radyne. We also expressly reserve the right to modify the terms of the Offer, subject to compliance with the Exchange Act and the restrictions previously identified in clauses (1) through (6) above.

Upon the terms and subject to the satisfaction or waiver of the conditions of the Offer as of the Expiration Date, promptly following the Expiration Date, we will accept for payment, purchase and pay for any Shares

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validly tendered, and not properly withdrawn, prior to the Expiration Date. Unless the Merger Agreement or the Offer is terminated in accordance with its terms, we must extend the Offer from time to time (i) if the Minimum Condition is not satisfied on or before the Expiration Date; (ii) if any applicable waiting period (and any extension thereof) applicable to the Offer or the Merger under the HSR Act shall not have expired or shall not have been terminated or any filings or approvals applicable to the Offer or the Merger of the competent competition authority of any member state of the European Union shall not have been made or obtained prior to the Expiration Date; (iii) if (a) Radyne shall not have performed all obligations and complied with all covenants required by the Merger Agreement to be performed or complied with by it prior to the Expiration Date, in all material respects, and such failure to perform or comply shall not have been cured prior to the Expiration Date or (b) the representations and warranties of Radyne contained in Article IV of the Merger Agreement shall not be true and correct (subject to certain qualifications), and the condition listed in either (a) or (b) of this subclause (iii) is the sole condition remaining unsatisfied and Radyne is using its reasonable best efforts to satisfy such condition; or (iv) if any applicable Law, rule, regulation, interpretation or position of the Commission or its staff thereof applicable to the Offer requires such extension. We must extend the Offer for up to five (5) business days after the satisfaction or waiver of the conditions set forth in clauses (i), (ii) or (iii) in the immediately preceding sentence, or for such period as may be required by any applicable Law, rule, regulation, interpretation or position set forth with respect to the condition in clause (iv) in the immediately preceding sentence; provided, however, that we shall not be required to extend the Offer beyond the Outside Date.

Unless the Merger Agreement or the Offer is terminated in accordance with its terms, we may in our sole election extend the Offer from time to time if any of conditions to the Offer described in Section 13—“Conditions of the Offer”, other than the conditions set forth above, are not satisfied or waived on or before the Expiration Date. If all of conditions to the Offer described in Section 13—“Conditions of the Offer” are satisfied, but the number of Shares that have been validly tendered and not withdrawn in the Offer, together with any Shares then owned by Comtech is less than 90% of the outstanding Shares on a Fully Diluted Basis, we may, in our sole discretion, and subject to the Merger Agreement, commence a subsequent offering period (as provided in Rule 14d-11 under the Exchange Act) for three to 20 business days to acquire additional outstanding Shares.

Recommendation. Radyne has represented to us in the Merger Agreement that the Radyne board of directors has, subject to the terms and conditions set forth in the Merger Agreement, unanimously (i) determined that the Merger Agreement and the Transactions are fair to, and in the best interests of, the holders of Shares, (ii) approved and declared advisable the Merger Agreement and the Transactions, (iii) resolved to recommend that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer, and that the holders of Shares adopt the Merger Agreement and approve the Transactions to the extent required by applicable Law, and (iv) validly approved and took all corporate action required to be taken to grant the Top-Up Option and to issue the Top-Up Option Shares upon the exercise thereof.

Directors. The Merger Agreement provides that, subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder and subject to compliance with applicable Law, promptly upon the acceptance for payment of any Shares by Comtech or us or any of our affiliates pursuant to and in accordance with the terms of the Offer and from time to time thereafter, and subject to the terms of the Merger Agreement, we are entitled to designate up to such number of directors, rounded up to the nearest whole number constituting at least a majority of the directors, on the Radyne board of directors as will give us representation on the Radyne board of directors equal to the product of the number of directors on the Radyne board of directors (giving effect to any increase in the number of directors pursuant to this sentence) and the percentage that such number of Shares beneficially owned by Comtech or its affiliates bears to the total number of Shares then outstanding, and Radyne will use reasonable best efforts to, upon Comtech’s request, promptly, at Comtech’s election, either increase the size of the Radyne board of directors or seek and accept the resignation of such number of directors as is necessary to enable Comtech’s designees to be elected to the Radyne board of directors and to cause Comtech’s designees to be so elected. At such times, subject to the terms of the Merger Agreement, Radyne will cause individuals designated by Comtech to constitute the number of members of each committee of the Radyne board of directors, rounded up to the next whole number, that represents the same percentage as such individuals represent on the Radyne

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board of directors, other than any committee of the Radyne board of directors established to take action under the Merger Agreement which committee will be composed only of Independent Directors (as defined below).

In the event that Comtech’s designees are elected or designated to the Radyne board of directors, then, until the Effective Time, Radyne will cause the Radyne board of directors to have at least two directors who are (i) independent directors for purposes of the continued listing requirements of The NASDAQ Stock Market LLC and (ii) reasonably satisfactory to Comtech (such directors, the “Independent Directors”); provided, however, that if any Independent Director is unable to serve due to death or disability or any other reason, the remaining Independent Directors will be entitled to elect or designate another individual (or individuals) who serve(s) as a director (or directors) on the date of the Merger Agreement (provided, that no such individual is an employee of Radyne or its subsidiaries) to fill the vacancy, and such director (or directors) will be deemed to be an Independent Director (or Independent Directors) for purposes of the Merger Agreement. If no Independent Director remains prior to the Effective Time, a majority of the members of the Radyne board of directors at the time of the execution of the Merger Agreement will be entitled to designate two persons to fill such vacancies; provided, that such individuals will not be employees or officers of Radyne, Comtech or Purchaser and will be reasonably satisfactory to Comtech, and such persons will be deemed Independent Directors for purposes of the Merger Agreement.

Following the Appointment Time and prior to the Effective Time, Comtech and Purchaser will cause any amendment or termination of the Merger Agreement, any extension by Radyne of the time for the performance of any of the obligations or other acts of Purchaser or Comtech or waiver of any of Radyne’s rights under the Merger Agreement or other action adversely affecting the rights of the stockholders (other than Comtech or Purchaser), not to be effected without the affirmative vote of a majority of the Independent Directors.

Top-Up Option. Radyne has granted us an irrevocable option (the “Top-Up Option”) to purchase up to that number of newly issued Shares (the “Top-Up Option Shares”) equal to the number of Shares that, when added to the number of Shares owned by Comtech and Purchaser immediately following consummation of the Offer, constitutes one Share more than 90% of the Shares then outstanding on a Fully Diluted Basis (after giving effect to the issuance of the Top-Up Option Shares) for consideration per Top-Up Option Share equal to the Offer Price. The Top-Up Option is subject to certain additional terms and conditions, including that (i) the Top-Up Option is exercisable only after the purchase of and payment for Shares pursuant to the Offer by Comtech or Purchaser as a result of which Comtech and Purchaser own beneficially at least a majority of the outstanding Shares and (ii) the Top-Up Option is not exercisable if the number of Shares subject thereto exceeds the number of authorized Shares available for issuance.

The Merger. The Merger Agreement provides that, after the completion of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will be merged with and into Radyne and Radyne will be the Surviving Corporation. Comtech and Purchaser have agreed in the Merger Agreement that, if required by applicable Law in order to consummate the Merger, Radyne, acting through the board of directors, will, in accordance with applicable Law and Radyne’s Certificate of Incorporation and By-laws and NASDAQ rules, (i) duly call, give notice of, convene and hold an annual or special meeting of its stockholders as promptly as reasonably practicable following consummation of the Offer for the purpose of considering and taking action on the Merger Agreement and the Transactions and (ii) except as required by the fiduciary duties of the Radyne board of directors under applicable Law, (A) include in the Proxy Statement the recommendation of the Radyne board of directors that the stockholders of Radyne adopt the Merger Agreement and approve the Transactions and (B) use its reasonable efforts to obtain such adoption and approval. At the Stockholders’ Meeting, Comtech and Purchaser will cause all Shares then owned by them and their subsidiaries to be voted in favor of the adoption of the Merger Agreement and approval of the Transactions

The Merger Agreement further provides that, notwithstanding the foregoing, in the event that Purchaser acquires at least 90% of the then outstanding Shares pursuant to the Offer, the parties agree to take all necessary and appropriate action to cause the Merger to become effective, in accordance with Section 253 of the DGCL, as promptly as reasonably practicable after such acquisition, without a meeting of the stockholders of Radyne.

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Charter, Bylaws, Directors, and Officers. The Merger Agreement provides that at the Effective Time, the Certificate of Incorporation of Radyne and the By-laws of Radyne will be amended so as to read in the form of Exhibit A and Exhibit B, respectively, to the Merger Agreement and, as so amended, will be the Certificate of Incorporation and the By-laws of the surviving corporation until thereafter amended as provided by Law and such Certificate of Incorporation and By-laws. Our directors immediately prior to the Effective Time will be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of Radyne immediately prior to the Effective Time will be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal.

Conversion of Shares. At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than (i) any Shares held in the treasury of Radyne, (ii) each Share owned by Purchaser, Comtech or any direct or indirect wholly-owned subsidiary of Comtech or of Radyne immediately prior to the Effective Time, and (iii) any Dissenting Shares) will be canceled and will be converted automatically into the right to receive an amount equal to the Offer Price payable, without interest, to the holder of such Share, upon surrender of the certificate that formerly evidenced such Share.

Treatment of Options. The Merger Agreement provides that effective as of the Effective Time, Radyne will take all necessary action, including obtaining the consent of the individual restricted stock unit holders, if necessary, to (i) provide that each outstanding restricted stock unit granted under the Radyne Stock Option Plans (each, a “Restricted Stock Unit”) that is outstanding as of immediately prior to the Effective Time, whether or not vested, shall become fully vested as of the Effective Time, and (ii) cancel as of the Effective Time each Restricted Stock Unit that is outstanding at the Effective Time. Each holder of a Restricted Stock Unit that is outstanding at the Effective Time shall be entitled (subject to these provisions) to be paid by the Surviving Corporation immediately after the Effective Time, in exchange for the cancellation of such Restricted Stock Unit, an amount in cash (subject to any applicable withholding taxes) with respect to each Share subject to the Restricted Stock Unit equal to the Merger Consideration (the “Restricted Stock Unit Payment”). Any such payment shall be subject to all applicable federal, state and local tax withholding requirements. Radyne shall take all necessary action to approve the disposition of the Restricted Stock Units in connection with the transactions contemplated by the Merger Agreement to the extent necessary to exempt such dispositions under Rule 16b-3 of the Exchange Act. Prior to the Effective Time, Comtech shall cause to be wired to an account designated by Radyne an amount sufficient to enable Radyne to make the payments required pursuant to this paragraph. Radyne shall take all actions necessary to suspend any pending Purchase Period (as such term is defined in Radyne’s 1999 Employee Stock Purchase Plan (as amended through the date of the Agreement, the “ESPP”)) as of the date of the Merger Agreement. As of the Effective Time, conditioned upon the consummation of the Merger, Radyne shall take all actions necessary to terminate the ESPP. Upon the termination of the ESPP, all amounts in the Stock Purchase Accounts (as such term is defined in the ESPP) as of the Effective Time shall be returned to such participants as soon as reasonably practicable.

Representations and Warranties. In the Merger Agreement, Radyne has made customary representations and warranties to Comtech and Purchaser with respect to, among other matters, its organization and qualification, subsidiaries, certificate of incorporation and by-laws, capitalization, authority relative to the Merger Agreement, no conflict, required filings and consents, permits, compliance, Commission filings, financial statements, no undisclosed liabilities, absence of certain changes or events, absence of litigation, employee benefit plans, labor matters, offer documents, Schedule 14D-9, proxy statement, property and leases, intellectual property, taxes, environmental matters, no rights agreement, material contracts, insurance, brokers, affiliate transactions and opinion of financial advisors. Each of Comtech and Purchaser has made customary representations and warranties to Radyne with respect to, among other matters, corporate organization, authority relative to the Merger Agreement, no conflict, required filings and consents, financing, offer documents, proxy statement, and ownership of Radyne capital stock.

For purposes of the Merger Agreement, “Material Adverse Effect” means, with respect to Radyne, any event, violation, inaccuracy, circumstance or development that, individually or in the aggregate, with other

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events, violations, inaccuracies, circumstances or developments, has or would reasonably be likely to (i) have a material adverse effect on the business, financial condition or results of operations of Radyne and its subsidiaries, taken as a whole, or (ii) prevent, impair or materially delay the ability of Radyne to perform its obligations under the Merger Agreement or consummate the Transactions, except to the extent that such event, violation, inaccuracy, circumstance or development results, alone or in combination, from the following, none of which will be taken into account in determining whether any such Material Adverse Effect has occurred: (A) general economic, market or political conditions, or acts of war, terrorism or sabotage, natural disasters, acts of God or comparable events, in each case except to the extent that the same disproportionately affect Radyne and its subsidiaries, taken as a whole, as compared to other companies in the industries or industry sectors in which Radyne and its subsidiaries operate; (B) conditions affecting the industries or industry sectors in which Radyne and its subsidiaries operate, except to the extent that the same disproportionately affect Radyne and its subsidiaries, taken as a whole, as compared to other companies in the industries or industry sectors in which Radyne and its subsidiaries operate; (C) changes arising out of the announcement, pendency or consummation of the Offer, the Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement including, without limitation, (1) any actions of competitors, (2) any actions taken by or losses of employees or (3) any delays or cancellations of orders for products or services; (D) changes in the market price or trading volume of Radyne’s common stock (provided, that the underlying causes of such changes will not be excluded pursuant to this clause (D)); (E) changes in legal requirements or GAAP, except to the extent that the same disproportionately affect Radyne and its subsidiaries, taken as a whole, as compared to other companies affected by the changes in legal requirements or GAAP; (F) any failure of Radyne to meet internal projections or analysts’ expectations for any period ending after the date of the Merger Agreement (provided, that the underlying causes of such failure will not be excluded pursuant to this clause (F)); or (G) changes resulting from any action taken pursuant to or in accordance with the Merger Agreement or at the request of Comtech.

The representations and warranties contained in the Merger Agreement have been made by each party to the Merger Agreement solely for the benefit of the other parties, and such representations and warranties should not be relied on by any other person. In addition, such representations and warranties:

• have been qualified by information set forth in a confidential disclosure schedule exchanged by the parties in connection with signing the Merger Agreement—the information contained in this disclosure schedule modifies, qualifies and creates exceptions to the representations and warranties in the Merger Agreement;

• will not survive consummation of the Merger;

• may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties to the Merger Agreement if those statements turn out to be inaccurate; and

• were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement.

Covenants

Conduct of Business. The Merger Agreement provides that, between the date of the Merger Agreement and the Effective Time, except as expressly permitted or required by any provision of the Merger Agreement, Radyne will, and will cause each subsidiary to, (a) conduct the businesses of Radyne and its subsidiaries in, and Radyne and its subsidiaries will not take any action except in, the ordinary course of business consistent with past practice, including, without limitation, paying its debts and taxes when due subject to good faith disputes over such debts or taxes, paying or performing its other obligations when due (or within applicable grace periods) and maintaining its books and records in the ordinary course of business consistent with past practice and (b) use its reasonable best efforts to preserve intact the lines of business of Radyne and its subsidiaries, to keep available the services of the current officers, employees and consultants of Radyne and its subsidiaries and to preserve the current relationships of Radyne and its subsidiaries with customers, suppliers and other persons with which Radyne or any of its subsidiaries has business dealings and keep available the services of its present officers and key employees, in each case with the objective that the goodwill and ongoing business of Radyne and its

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subsidiaries will be unimpaired at the Effective Time. The Merger Agreement also provides that, except as contemplated by the Merger Agreement, neither Radyne nor any of its subsidiaries will, between the date of the Merger Agreement and the Effective Time, directly or indirectly, do, or propose to do, certain specified actions without the prior written consent of Comtech, including, among other things, amending its organizational documents or converting into a different form of entity, issuing or selling its securities or granting options, selling any assets, declaring or paying any dividends, amending terms of existing securities, disposing of any intellectual property, making acquisitions, incurring or guaranteeing indebtedness for borrowed money, entering into any contract or paying any claims, materially modifying any material contract, authorizing or making any capital expenditures in excess of $250,000, increasing or providing for new compensation or benefits to officers, directors or employees, changing accounting policies, settling litigation, failing to maintain insurance policies, adopting a plan of complete or partial liquidation, or agreeing in writing to do any of the foregoing. In addition, Radyne has agreed not to knowingly take any action or knowingly omit to take any action that would be reasonably expected to prevent or materially delay the consummation of the Merger.

No Solicitation. Subject to the following paragraphs under this “No Solicitation” heading, from the date of the Merger Agreement until the Effective Time, Radyne will, and will cause its subsidiaries and their respective representatives, to (i) immediately cease any discussions or negotiations with any parties that may be ongoing with respect to an Acquisition Proposal and request, not later than five (5) days following the date of the Merger Agreement, the prompt return of all confidential information previously furnished to such parties or their representatives, and (ii) not modify, waive, amend or release any standstill, confidentiality or similar agreements entered into prior to the date of the Merger Agreement or any confidentiality agreement entered into by Radyne or any of its subsidiaries between the date of the Merger Agreement and the Effective Time. Except as permitted by the Merger Agreement, Radyne will not, nor will Radyne permit any of its subsidiaries or their respective representatives to, (A) solicit, initiate, or facilitate (including by way of furnishing non-public information or providing access to its properties, books, records or personnel) any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or (B) have any discussions (other than to state that Radyne is not permitted to have discussions) or participate in any negotiations regarding an Acquisition Proposal, or execute or enter into any agreement, understanding or arrangement with respect to an Acquisition Proposal, or approve or recommend or propose publicly to approve or recommend an Acquisition Proposal or any agreement, understanding or arrangement relating to an Acquisition Proposal. For purposes of the Merger Agreement, “Acquisition Proposal” means any proposal or offer (whether or not binding) from any person or group (other than Comtech and its affiliates) relating to any direct or indirect acquisition or purchase of 15% or more of the assets of Radyne and its subsidiaries, taken as a whole, or 15% or more of any class of equity securities of Radyne or any of its subsidiaries then outstanding, any tender offer or exchange offer that if consummated would result in any person beneficially owning 15% or more of any class of equity securities of Radyne or any of its subsidiaries then outstanding, and any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Radyne, other than the Transactions.

Notwithstanding certain provisions in the Merger Agreement relating to a Change in Board Recommendation (as defined below) and an Acquisition Proposal, if, prior to the purchase of Shares pursuant to the Offer and following the receipt by Radyne of a bona fide written Acquisition Proposal from any person, which Acquisition Proposal was made after the date of the Merger Agreement and did not result, directly or indirectly, from a breach of the Merger Agreement, the Radyne board of directors determines in good faith, (i) after consultation with its financial advisors and, with respect to the matters covered by clause (iii) of the definition of “Superior Proposal”, its outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal and (ii) after consultation with outside legal counsel, that the failure to take the actions set forth in clauses (x) and (y) below with respect to such Acquisition Proposal would be inconsistent with its fiduciary duties under applicable Law, Radyne may, in response to such Acquisition Proposal, subject to compliance with the Merger Agreement, and after giving notice to Comtech (x) furnish information with respect to Radyne to the person who has made such Acquisition Proposal pursuant to a confidentiality agreement on terms no less favorable in the aggregate to Radyne than those contained in the

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Confidentiality Agreement and with a standstill of duration no shorter than and with exceptions to such standstill not materially broader than those contained in the Confidentiality Agreement; and (y) participate in discussions and negotiations regarding such Acquisition Proposal. From and after the date of the Merger Agreement, Radyne will advise Comtech orally and in writing of the receipt of any Acquisition Proposal or any inquiry with respect to, or that could reasonably be expected to lead to, any Acquisition Proposal (in each case within two business days of receipt thereof), specifying the material terms and conditions thereof and the identity of the party making such Acquisition Proposal or inquiry and Radyne will provide to Comtech (within such timeframe), a copy of all written materials provided to Radyne or any of its subsidiaries in connection with any such Acquisition Proposal or inquiry. Radyne agrees that it and its subsidiaries will not enter into any confidentiality agreement with any person subsequent to the date of the Merger Agreement which prohibits Radyne from providing such information to Comtech. From and after the date of the Merger Agreement, Radyne will notify Comtech (within two (2) business days) orally and in writing of any material modifications to the financial or other material terms of any Acquisition Proposal or inquiry and will provide to Comtech, within such timeframe, a copy of all written materials subsequently provided to or by Radyne or any of its subsidiaries in connection with any such Acquisition Proposal or inquiry.

Except as set forth in the Merger Agreement, neither the Radyne board of directors nor any committee thereof will, directly or indirectly, (i) withdraw or modify, or propose publicly to withdraw or modify, or resolve to withdraw or modify, in a manner adverse to Comtech or Purchaser, the approval or recommendation by the Radyne board of directors of the Merger Agreement, the Offer, the Merger, or any transaction; (ii) approve or recommend, or propose publicly to approve or recommend, or resolve to approve or recommend, any Acquisition Proposal (any of the actions referred to in the foregoing clauses (i) and (ii), whether taken by the Radyne board of directors or any committee thereof, a “Change in Board Recommendation”); (iii) approve or recommend, or allow Radyne or any of its subsidiaries to enter into, any letter of intent, acquisition agreement or any similar agreement with respect to an Acquisition Proposal; or (iv) effect any transaction contemplated by any Acquisition Proposal.

Notwithstanding certain provisions in the Merger Agreement relating to a Change in Board Recommendation and an Acquisition Proposal, the Radyne board of directors may, prior to the purchase of Shares pursuant to the Offer, in response to a Superior Proposal received by the Radyne board of directors after the date of the Merger Agreement, terminate the Merger Agreement to enter into an agreement with respect to such Superior Proposal, but only if: (i) such Superior Proposal did not result, directly or indirectly, from a breach by Radyne of the Merger Agreement; (ii) the Radyne board of directors first provides prior written notice to Comtech that it is prepared to terminate the Merger Agreement to enter into an agreement with respect to a Superior Proposal from any person, which notice attaches the most current version of any written agreement relating to the transaction that constitutes such Superior Proposal, the identity of the party making such Superior Proposal and any other material terms and conditions thereof and causes Radyne’s representatives to negotiate in good faith with Comtech so that Comtech may propose an amendment to the Merger Agreement for the purpose of causing the Acquisition Proposal to no longer constitute a Superior Proposal; (iii) Comtech does not make, within five (5) business days after the receipt of such notice (it being understood and agreed that any change to the financial or other material terms of such Superior Proposal will require an additional notice to Comtech and a new five (5) business day period), a binding, written and complete (including any schedules or exhibits) proposal that the Radyne board of directors determines in good faith, after consultation with its financial advisors, causes the Acquisition Proposal that constituted a Superior Proposal to no longer constitute a Superior Proposal; and (iv) Radyne pays the Termination Fee concurrently with and as a condition of such termination.

Radyne agrees that, during the period of five (5) business days prior to terminating the Merger Agreement to enter into an agreement with respect to a Superior Proposal (and any subsequent five (5) business day period pursuant to the parenthetical in (iii) above), Radyne will consider in good faith any revisions to the terms of the transaction contemplated by the Merger Agreement that are proposed by Comtech.

Notwithstanding certain provisions in the Merger Agreement relating to a Change in Board Recommendation and an Acquisition Proposal, at any time prior to the purchase of Shares pursuant to the Offer,

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if the Radyne board of directors has concluded in good faith, following consultation with its outside legal counsel, that the failure of the Radyne board of directors to make a Change in Board Recommendation would be inconsistent with its fiduciary duties under applicable Law, then the Radyne board of directors may make a Change in Board Recommendation.

Nothing contained in the Merger Agreement will prohibit the Radyne board of directors from complying with Rules 14a-9, 14d-9 or 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, or making any disclosure to Radyne’s stockholders if, in the good faith judgment of the Radyne board of directors, after consultation with its outside legal counsel, the failure to do so would be inconsistent with its fiduciary duties under applicable Law or is otherwise required under applicable Law; provided, however, that, in any event, the Radyne board of directors will not be permitted to (i) make a Change in Board Recommendation or (ii) take any position under Rule 14e-2(a) other than recommending rejection of such tender or exchange offer, in each case, unless it has complied with all of its obligations under the Merger Agreement.

For purposes of the Merger Agreement, “Superior Proposal” means any bona fide written Acquisition Proposal not solicited or initiated in violation of the Merger Agreement that (i) relates to an acquisition by a person or group acting in concert of either (A) more than 60% of the equity interests of Radyne pursuant to a tender offer, merger or otherwise or (B) more than 60% of the assets used in the conduct of the business of Radyne and its subsidiaries, taken as a whole, (ii) the Radyne board of directors determines in its good faith judgment (after consultation with outside legal counsel and Radyne’s independent financial advisors) would, if consummated, result in a transaction (A) that offers for each Share an amount in consideration greater than the Offer Price and (B) that is, in light of the other terms of such proposal, more favorable to Radyne’s stockholders than the Transactions, including the Merger, or in any other proposal made by Comtech after Comtech’s receipt of notice of a Superior Proposal, and (iii) the Radyne board of directors determines in good faith (after consultation with its financial advisors and its outside legal counsel) is reasonably capable of being consummated on the terms proposed, in each case taking into account all legal, financial, regulatory, fiduciary and other aspects of the proposal, including the availability of financing and the likelihood that such transactions will be consummated.

Employee Matters. The Merger Agreement provides that, for a period of one year immediately following the Effective Time, Comtech will, or it will cause the Surviving Corporation and its subsidiaries to provide (i) base salaries which are the same or greater than the base salaries as of the Effective Time and (ii) benefits which are substantially comparable in the aggregate to those provided to similarly situated employees of Comtech or its subsidiaries. From and after the Effective Time, Comtech will cause the Surviving Corporation and its subsidiaries to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of Radyne and its subsidiaries as in effect immediately prior to the Effective Time that are applicable to any current or former employee or director of Radyne or any of its subsidiaries. Notwithstanding anything in the Merger Agreement to the contrary, no provision of the Merger Agreement will (i) create any right in any employee of Radyne or any of its subsidiaries to continued employment by Comtech, the Surviving Corporation or any subsidiary of the Surviving Corporation or preclude the ability of Comtech, the Surviving Corporation or any subsidiary of the Surviving Corporation to terminate the employment of any employee for any reason or (ii) require Comtech, the Surviving Corporation or any subsidiary of the Surviving Corporation to continue any employee benefit plans or prevent the amendment, modification or termination thereof after the Effective Time.

Employees of Radyne and its subsidiaries will receive credit for all purposes (including, without limitation, for purposes of eligibility to participate, vesting, benefit accrual and eligibility to receive benefits but not for purposes of benefit accruals under defined benefit pension plans) under any employee benefit plan, program or arrangement established or maintained by Comtech, the Surviving Corporation or any of their respective subsidiaries for service accrued or deemed accrued prior to the Effective Time with Radyne or any of its subsidiaries; provided, however, that such crediting of service will not operate to duplicate any benefit or the funding of any such benefit.

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Director and Officer Indemnification and Insurance. For a period of six (6) years from the Effective Time, the Certificate of Incorporation and By-laws of the Surviving Corporation will contain provisions no less favorable with respect to exculpation, indemnification and advancement of expenses than are set forth in the Certificate of Incorporation and By-laws of Radyne, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of Radyne or any of its subsidiaries, unless such modification shall be required by applicable Law and then only to the minimum extent required by applicable Law.

After the Effective Time, the Surviving Corporation will, to the fullest extent permitted under applicable Law, indemnify and hold harmless, each present and former director, officer, employee, fiduciary and agent of Radyne and each of its subsidiaries (collectively, the “Indemnified Parties”) against all costs and expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission in their capacity as an officer, director, employee, fiduciary or agent, at or prior to the Effective Time, for a period of six (6) years after the date of the Merger Agreement. In the event of any such claim, action, suit, proceeding or investigation, (i) the Surviving Corporation will pay, in advance of the final disposition of any such claim, action, suit, proceeding or investigation, the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel will be reasonably satisfactory to the Surviving Corporation, promptly after statements therefor are received and (ii) the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that the Surviving Corporation will not be liable for any settlement effected without its written consent (which consent will not be unreasonably withheld or delayed); and provided, further, that the Surviving Corporation will not be obligated to pay the fees and expenses of more than one counsel for all Indemnified Parties in any single action except to the extent that two or more of such Indemnified Parties will have conflicting interests in the outcome of such action; and provided, further, that, in the event that any claim for indemnification is asserted or made within such six (6) year period, all rights to indemnification in respect of such claim will continue until the disposition of such claim.

The Surviving Corporation will maintain in effect for six (6) years from the Effective Time, if available, the current directors’ and officers’ liability insurance policies maintained by Radyne covering acts or omissions occurring at or prior to the Effective Time with respect to those persons who are currently (and any additional persons who prior to the Effective Time become) covered by Radyne’s directors’ and officers’ liability insurance policy on terms and scope with respect to such coverage, and in amount, not less favorable to such individuals than those of such policy in effect on the date of the Merger Agreement (provided, that the Surviving Corporation may substitute therefor policies, issued by reputable insurers, of at least the same coverage with respect to matters occurring prior to the Effective Time containing terms and conditions that are not less favorable, including a “tail” policy); provided, however, that in no event will the Surviving Corporation be required to expend more than an amount per year equal to 250% of current annual premiums paid by Radyne for such insurance; provided, however, that in the event of an expiration, termination or cancellation of such current policies, Purchaser or the Surviving Corporation will be required to obtain as much coverage as is possible under substantially similar policies for such maximum annual amount in aggregate annual premiums.

Reasonable Best Efforts. The Merger Agreement provides that each of the parties will (i) prepare and make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act and applicable foreign competition Laws with respect to the Transactions and (ii) use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with Radyne and its subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger.

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In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of the Merger Agreement, the proper officers and directors of each party to the Merger Agreement will use their reasonable best efforts to take all such action.

The parties to the Merger Agreement agree to cooperate and assist one another in connection with all actions to be taken, including the preparation and making of the filings referred to above and, if requested, amending or furnishing additional information thereunder, including, subject to applicable Law and the Confidentiality Agreement, providing copies of all related documents to the non-filing party and their advisors prior to filing, and to the extent practicable neither of the parties will file any such document or have any communication with any Governmental Authority without prior consultation with the other party. Each party will keep the other apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Offer and the Transactions. To the extent practicable and permitted by a Governmental Authority, each party to the Merger Agreement will permit representatives of the other party to participate in meetings and calls with such Governmental Authority.

Each of the parties to the Merger Agreement agrees to cooperate and use its commercially reasonable efforts to vigorously contest and resist any litigation, action or proceeding, including administrative or judicial litigation, action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Notwithstanding any other provision of the Merger Agreement to the contrary, Comtech agrees to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition law that may be asserted by any Governmental Authority or any other person so as to enable the parties to close the Transactions as promptly as reasonably practicable, including, without limitation, by seeking to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or materially delaying the consummation of any part or all of the Transactions, provided, however, nothing in the Merger Agreement will be deemed to require Radyne or Comtech or any of their respective subsidiaries to agree to or take any action that would result in any Burdensome Condition. For purposes of the Merger Agreement, a “Burdensome Condition” means executing or carrying out agreements (including consent decrees) or submitting to Laws (i) providing for the license, sale or other disposition or holding separate (through the establishment of trust or otherwise) of any assets or categories of assets of Radyne, Comtech or their respective subsidiaries or the holding separate of the capital stock of a Comtech subsidiary or (ii) imposing or seeking to impose any limitation on the ability of Radyne, Comtech or any of their respective subsidiaries to conduct their respective businesses (including, with respect to, market practices and structure) or own such assets or to acquire, hold or exercise full rights of ownership of the business of Comtech, each of the Comtech subsidiaries, Radyne or its subsidiaries that, in the case of (i) and (ii), individually or in the aggregate, would reasonably be expected to result in (A) the sale or divestiture of a material asset of Radyne, Comtech, the Surviving Corporation or any of their respective subsidiaries, (B) a Material Adverse Effect on Radyne or a material adverse effect on Comtech, the Surviving Corporation or any of their respective subsidiaries, or (C) a material adverse effect on the synergies which Comtech reasonably expects from the transactions contemplated by the Merger Agreement, in each case following the Effective Time.

Conditions to Consummation of the Mergers. Pursuant to the Merger Agreement, the obligations of each party to effect the Merger are subject to the satisfaction, at or prior to the Effective Time, of the following conditions:

• if and to the extent required by the DGCL and the Certificate of Incorporation of Radyne, the Merger Agreement and the Transactions will have been adopted and approved by the affirmative vote of the stockholders of Radyne required by Law;

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• no temporary restraining order, preliminary or permanent injunction or other judgment or order issued by any court or agency of competent jurisdiction or other Law, rule, legal restraint or prohibition (collectively, “Restraints”) will be enacted or in effect preventing the consummation of the Transactions; and

• We or our permitted assignee have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition will not be applicable to the obligations of Comtech or us if, in breach of the Merger Agreement or the terms of the Offer, we fail to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.

Termination. The Merger Agreement may be terminated and the Offer, the Merger and the Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite adoption and approval of the Merger Agreement and the Transactions by the stockholders of Radyne:

(a) subject to certain provisions of the Merger Agreement requiring the affirmative vote of a majority of the Independent Directors, by mutual written consent of each of Comtech and Radyne duly authorized by the boards of directors of Comtech, Purchaser and Radyne;

(b) by either Comtech or Radyne:

(i) if Purchaser or its permitted assignee has not purchased all Shares validly tendered and not withdrawn pursuant to the Offer on or before November 12, 2008 (the “Outside Date”), which date may be extended to February, 12, 2009 upon written notice of either Comtech or Radyne to the other party on or prior to the Outside Date, provided, however, that the right to terminate the Merger Agreement will not be available to any party whose willful breach of a representation or warranty in the Merger Agreement or whose failure to fulfill any obligation under the Merger Agreement has been the cause of, or resulted in, the failure of Purchaser or its permitted assignee to have purchased all Shares validly tendered and not withdrawn pursuant to the Offer on or before the Outside Date; or

(ii) if any Restraint preventing the consummation of the Offer or the Merger is in effect and has become final and nonappealable and has the effect of making consummation of the Offer or the Merger illegal or otherwise preventing or prohibiting consummation of the Offer or the Merger; provided, that the right to terminate the Merger Agreement will not be available to a party if the issuance of such final, nonappealable Restraint was primarily due to or resulted from the failure of such party to perform its obligations under the Merger Agreement.

(c) by Comtech or Purchaser:

(i) if, prior to the purchase of Shares pursuant to the Offer, a Material Adverse Effect occurs with respect to Radyne;

(ii) if, prior to the purchase of Shares pursuant to the Offer, there has occurred a material breach of or material failure to perform any representation, warranty, covenant or agreement on the part of Radyne set forth in the Merger Agreement, which breach or failure to perform (A) would result in (i) Radyne not performing all obligations and complying with all covenants required by the Merger Agreement to be performed or complied with by it prior to the Expiration Date, in all material respects, and such failure to perform or comply will not have been cured prior to the Expiration Date or (ii) the representations and warranties of Radyne contained in the Merger Agreement not to be true and correct, subject to certain qualifications, and (B) is either incurable or, if curable, will not have been cured prior to the earlier of twenty (20) days following receipt by Radyne of written notice from Comtech of such breach or failure to perform or the Outside Date, provided, that neither Comtech nor Purchaser will not have the right to terminate the Merger Agreement if Comtech or Purchaser is then in breach of the Merger Agreement such that Radyne would then have a right to terminate the Merger Agreement;

(iii) if, prior to the purchase of Shares pursuant to the Offer, the Radyne board of directors has (x) effected a Change in Board Recommendation, (y) failed, after receipt by Radyne and public

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announcement of a Superior Proposal, publicly to reaffirm its adoption and recommendation of the Merger Agreement, the Offer, the Merger or the other transactions contemplated by the Merger Agreement within five (5) business days of receipt of a written request by Comtech to provide such reaffirmation, provided Comtech has not made a proposal to the Board in response to a Superior Proposal, in which event, this period shall be extended by three (3) days, or (z) resolved to do any of the foregoing;

(iv) due to a failure of the Tender Offer Conditions to be satisfied at the Expiration Date, the Offer expires or is terminated without Purchaser having purchased any Shares pursuant thereto; provided, that Comtech or Purchaser will not have the right to terminate the Merger Agreement if Comtech’s or Purchaser’s breach of the Merger Agreement was directly or indirectly the cause of, or directly or indirectly resulted in, the failure of any of the Tender Offer conditions to be satisfied or the failure of Purchaser to have accepted for payment and promptly paid for all Shares tendered pursuant to the Offer; or

(v) if any Restraint imposing a Burdensome Condition will be in effect.

(d) by Radyne

(i) if, prior to the purchase of Shares pursuant to the Offer, there has occurred a material breach of or material failure to perform any representation, warranty, covenant or agreement on the part of Comtech or Purchaser set forth in the Merger Agreement, which breach or failure to perform, if curable, has not been cured prior to the earlier of twenty (20) days following receipt by Comtech of written notice from Radyne of such breach or failure to perform or the Outside Date, provided, that Radyne will not have the right to terminate the Merger Agreement if Radyne is then in breach of the Merger Agreement such that Comtech would then have a right to terminate the Merger Agreement;

(ii) upon approval of the Radyne board of directors, if (i) Purchaser shall have (A) failed to commence the Offer within ten (10) business days following the execution of the Merger Agreement, or (B) the Offer expires or is terminated without Purchaser having accepted any or all of the Shares tendered for payment thereunder, unless such action or inaction under (A) or (B) was caused by or directly or indirectly resulted from the failure of Radyne to perform, provided, that Radyne will not have the right to terminate the Merger Agreement if the event referred to in this clause directly or indirectly resulted from or was caused by Radyne’s failure to perform in any material respect any of its obligations under the Merger Agreement or (i) Radyne not performing all obligations and complying with all covenants required by the Merger Agreement to be performed or complied with by it prior to the Expiration Date, in all material respects, and such failure to perform or comply will not have been cured prior to the Expiration Date or (ii) the representations and warranties of Radyne contained in the Merger Agreement not to be true and correct, subject to certain qualifications; or

(iii) prior to the purchase of Shares pursuant to the Offer, to enter into an agreement with respect to a Superior Proposal, pursuant to and in accordance with the terms described above, and provided, that, concurrently with such termination Radyne pays to Comtech the Termination Fee and Deal Expenses payable.

Fees and Expenses. Except as provided in below, all fees and expenses incurred in connection with the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement, shall be paid by the party incurring such fees and expenses, whether or not the Offer or the Merger is consummated, except that the filings fees and expenses incurred in connection with the filing, printing, distribution and mailing of the Offer Documents, the Schedule 14D-9 and the Proxy Statement shall be shared equally by Comtech and Radyne. In the event that (i) the Merger Agreement is terminated by Comtech pursuant to paragraph (c)(iii) above, (ii) the Merger Agreement is terminated by Radyne pursuant to paragraph (d)(iii) above or (iii)(A) an Acquisition Proposal shall have been made to Radyne or shall have been made directly to the stockholders of Radyne generally or shall have otherwise become publicly known or any person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal, (B) thereafter the

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Merger Agreement is terminated pursuant to paragraph (b)(i), paragraph (c)(iv), or paragraph (d)(ii), each above and (C) within 12 months after such termination, Radyne enters into any agreement to consummate, or consummates, the transactions contemplated by any Acquisition Proposal (regardless of whether such Acquisition Proposal is made before or after termination of the Merger Agreement), then Radyne shall pay Comtech a fee equal to $5 million (the “Termination Fee”) plus Deal Expenses of up to $1 million, by wire transfer of same-day funds on the first business day following (x) in the case of a payment required by clause (i) or (ii) above, the date of termination of the Merger Agreement, (y) in the case of a payment required by clause (iii) above, the date of the first to occur of the events referred to in clause (iii)(C) above and (z) the submission by Comtech of a reasonably detailed list of its Deal Expenses. “Deal Expenses” shall mean the cash amount necessary to reimburse Comtech and Purchaser on the one hand, and Radyne on the other hand, as applicable, and each of their respective affiliates for all reasonable out-of-pocket fees and expenses (including the fees and expenses of counsel, accountants, investment banking firms, experts, consultants or financial advisors and their respective counsel and representatives) incurred at any time (whether before or after the date of the Merger Agreement) by any of them or on their behalf in connection with the Offer, the Merger, the Merger Agreement, including the authorization, preparation, negotiation, execution, and performance thereof, their due diligence investigation of Radyne and the transactions contemplated by the Merger Agreement. In addition to any other rights or remedies available to Radyne pursuant to the Merger Agreement or applicable Law, in the event that the Merger Agreement is terminated by Radyne pursuant to paragraph (d)(i) above or paragraph (d)(ii)(A) above, then Comtech shall pay Radyne its Deal Expenses of up to $1 million, by wire transfer of same day funds on the first business day following the date of termination of the Merger Agreement and the submission by Radyne of a reasonably detailed list of its Deal Expenses.

Amendment. Subject to the provisions of the Merger Agreement requiring the affirmative vote of a majority of the Independent Directors, the Merger Agreement may be amended by the parties thereto by action taken by or on behalf of their respective boards of directors, whether before or after adoption of the Merger Agreement by the stockholders of Radyne, at any time prior to the Effective Time; provided, however, that, after the adoption and approval of the Merger Agreement and the Transactions by the stockholders of Radyne, no amendment may be made that would reduce the amount or change the type of consideration into which each Share will be converted upon consummation of the Merger or alter or change any of the terms and conditions of the Merger Agreement if any of such alterations or changes, alone or in the aggregate, would be materially adverse to the stockholders of Radyne, or if such approval is otherwise required under applicable Law.

Waiver. Subject to the provisions of the Merger Agreement requiring the affirmative vote of a majority of the Independent Directors, at any time prior to the Effective Time, any party to the Merger Agreement may (a) extend the time for the performance of any obligation or other act of any other party thereto, (b) waive any inaccuracy in the representations and warranties of any other party contained therein or in any document delivered pursuant thereto and (c) waive compliance with any agreement of any other party or any condition to its own obligations contained therein. Any such extension or waiver will be valid if set forth in an instrument in writing signed by the party or parties to be bound thereby.

Confidentiality Agreement

On January 3, 2008, Comtech and Radyne entered into a mutual non-disclosure agreement that provided each of them with certain protections in connection with the disclosure of confidential information for purposes of evaluating possible transactions (the “Confidentiality Agreement”). As a condition to being furnished Confidential Information (as defined in the Confidentiality Agreement) of the other party, each of Comtech and Radyne agreed, among other things, to keep such Confidential Information (as defined in the Confidentiality Agreement) confidential and to use it only in connection with evaluating a business relationship between Radyne and Comtech. The foregoing summary is qualified in its entirety by reference to the complete text of the Confidentiality Agreement, which is filed as Exhibit (d)(2) to the Schedule TO and is incorporated herein by reference.

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Effects of Inability to Consummate the Merger

If, following the consummation of the Offer, the Merger is not consummated for any reason (see “Conditions to Consummation of the Merger” above), Comtech, which owns 100% of the common stock of Purchaser, will indirectly control the number of Shares acquired by Purchaser pursuant to the Offer, as well as any other Shares held by Comtech or its subsidiaries. Under the Merger Agreement, promptly following payment by Purchaser for Shares purchased pursuant to the Offer, and from time to time thereafter, subject to Section 14(f) of the Exchange Act and applicable NASDAQ rules and regulations regarding director independence, Radyne has agreed to take all actions necessary to cause a pro rata portion (based on the percentage of outstanding Shares acquired by Purchaser) of the directors of Radyne to consist of persons designated by Purchaser (see “—The Merger Agreement—Directors”). As a result of its ownership of such Shares and right to designate nominees for election to the Radyne board of directors (assuming no waiver of the Minimum Condition, which would require consent by Radyne), Comtech indirectly will be able to control decisions of the Radyne board of directors and the decisions of Purchaser as a stockholder of Radyne. This concentration of control in one stockholder may adversely affect the market value of the Shares.

If Comtech controls more than 50% of the outstanding Shares following the consummation of the Offer but the Merger is not consummated, stockholders of Radyne, other than those affiliated with Comtech, will lack sufficient voting power to elect directors or to cause other actions to be taken that require majority approval.

12. Source and Amount of Funds

The Offer is not conditioned upon Comtech’s or Purchaser’s ability to finance the purchase of Shares pursuant to the Offer. Comtech and Purchaser estimate that the total amount of funds required to consummate the Merger (including payments for options and other payments referred to in the Merger Agreement) pursuant to the Merger Agreement and to purchase all of the Shares pursuant to the Offer and the Merger Agreement will be approximately $224 million. Comtech has sufficient funds in cash to consummate the purchase of Shares in the Offer and the Merger Agreement and the other transactions described above, and will cause or arrange for Purchaser to have, sufficient funds in cash available to consummate such transactions.

We do not believe our financial condition is relevant to your decision whether to tender your Shares and accept the Offer because (a) the Offer is being made for all outstanding Shares solely for cash, (b) the Offer is not subject to any financing condition, (c) if we consummate the Offer, we will acquire all remaining Shares for the same cash price in the Merger, and (d) Comtech and/or one or more of its affiliates has, and will arrange for us to have, sufficient funds to purchase all Shares validly tendered in the Offer, and not properly withdrawn, prior to the Expiration Date and to acquire the remaining outstanding Shares in the Merger.

13. Conditions of the Offer

Notwithstanding any other provision of the Offer or the Merger Agreement, neither Comtech nor Purchaser will be required to accept for payment or, subject to any applicable rules and regulations of the Commission, including Rule 14e-1(c) under the Exchange Act, pay for any Shares tendered pursuant to the Offer, and, subject to the terms of the Merger Agreement, and only after complying with any obligation to extend any Expiration Date, may terminate or amend the Offer, if (i) there will not be validly tendered in the Offer and not properly withdrawn prior to the Expiration Date that number of Shares which, together with the number of Shares, if any, then owned by Comtech and its direct and indirect wholly-owned subsidiaries, constitutes at least a majority of the then outstanding Shares on a Fully Diluted Basis (the “Minimum Condition”); (ii) any applicable waiting period (and any extension thereof) applicable to the Offer or the Merger under the HSR Act will not have expired or will not have been terminated or any filings or approvals applicable to the Offer or the Merger of the competent competition authority of any member state of the European Union shall not have been made or obtained prior to the Expiration Date; (iii) any Burdensome Condition will have been imposed in connection with obtaining any approvals or terminations described in clause (ii) of this paragraph; or (iv) at any time on or after

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the date of the Merger Agreement and prior to the expiration of the Offer, any of the following events or conditions will occur and continue to exist:

(a) there will have been instituted or be pending any litigation, action or proceeding before any Governmental Authority (i) (A) by any Governmental Authority that seeks to impose a Burdensome Condition or (B) by a third party that is reasonably likely to impose a Burdensome Condition; (ii) that is reasonably likely to impose or confirm material limitations on the ability of Comtech or Purchaser to exercise effectively full rights of ownership of any Shares, including the right to vote any Shares acquired by Purchaser pursuant to the Offer or otherwise, on all matters properly presented to Radyne’s stockholders, including, without limitation, the adoption of the Merger Agreement and the approval of the Transactions; or (iii) that is reasonably likely to restrain, enjoin or otherwise prohibit the making or consummation of the Offer or the Merger or the Transactions;

(b) there will have been (x) any judgment, order or injunction entered or issued by any Governmental Authority of competent jurisdiction or (y) any applicable Law promulgated, enacted, entered, enforced, issued or amended by any Governmental Authority that would, or is reasonably likely, directly or indirectly, to result in any of the consequences referred to in clauses (i), (ii) or (iii) of clause (a) above;

(c) (i) the Radyne board of directors, or any committee thereof, shall have withdrawn or modified, in a manner adverse to Comtech or Purchaser, the approval or recommendation of the Offer, the Merger, the Merger Agreement, or approved or recommended any Acquisition Proposal or any other acquisition of Shares other than the Offer and the Merger or (ii) the Radyne board of directors, or any committee thereof, will have resolved to do any of the foregoing;

(d) (i) Radyne shall not have performed all obligations and complied with all covenants required by the Merger Agreement to be performed or complied with by it prior to the Expiration Date, in all material respects, and such failure to perform or comply will not have been cured prior to the Expiration Date or (ii) the representations and warranties of Radyne contained in the Merger Agreement will not be true and correct (without regard to materiality or Material Adverse Effect qualifiers contained therein, except in respect of Section 4.09(b) of the Merger Agreement, where such qualifier shall be taken into account without duplication) as of the date of the Merger Agreement and as of the Expiration Date as if made at and as of such time (other than representations and warranties made as of a specified date, which will be true and correct as of such specified date), except for where the failure to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; provided, that the warranties regarding capitalization and authority relating to the Merger Agreement will be true and correct (taking into account and giving effect to any materiality or Material Adverse Effect qualifiers contained therein) as of the date of the Merger Agreement and as of the Expiration Date in all but de minimis respects (other than such representations and warranties made as of specified date, which will be true and correct in all but de minimis respects as of such specified date);

(e) a Material Adverse Effect with respect to Radyne will have occurred;

(f) the Merger Agreement will have been terminated in accordance with its terms;

(g) Purchaser and Radyne will have reached mutual agreement to terminate the Offer or postpone the acceptance for payment of Shares thereunder;

(h) Radyne will not have furnished Comtech with a certificate dated as of the date of determination signed on its behalf by both its Chief Executive Officer and Chief Financial Officer to the effect that the conditions set forth in items (d) or (e) above shall not have occurred and continue to exist; or

(i) Other than filings pursuant to the HSR Act or filings or approvals of the competent competition authority of any member state of the European Union, any material consent, approval or authorization of any Governmental Authority required of Comtech, Radyne or any of their subsidiaries to consummate the Offer or the Merger shall not have been obtained or shall have been obtained subject to a Burdensome Condition.

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Subject to the terms and conditions of the Merger Agreement, the foregoing conditions are for the sole benefit of Comtech and Purchaser and, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the Commission, may be waived by Comtech or Purchaser, in whole or in part, at any time, at the sole discretion of Comtech or Purchaser. The failure by Comtech or Purchaser at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right, the waiver of any such right with respect to particular facts and circumstances will not be deemed a waiver with respect to any other facts and circumstances and each such right will be deemed an ongoing right that may be asserted at any time and from time to time.

14. Dividends and Distributions

The Merger Agreement provides that neither Radyne nor any of its subsidiaries will, between the date of the Merger Agreement and the Effective Time, directly or indirectly, or propose to, declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, except for dividends by any direct or indirect wholly-owned subsidiary to Radyne or any other of its subsidiaries. See Section 11—“Purpose of the Offer and Plans for Radyne; Merger Agreement—The Merger Agreement—Covenants.”

15. Certain Legal Matters

General. Except as otherwise set forth in this Offer to Purchase, based on Comtech’s and Purchaser’s review of publicly available filings by Radyne with the Commission and other information regarding Radyne, Comtech and Purchaser are not aware of any licenses or other regulatory permits which appear to be material to the business of Radyne and which might be adversely affected by the acquisition of Shares by Purchaser or Comtech pursuant to the Offer or of any approval or other action by any governmental, administrative or regulatory agency or authority which would be required for the acquisition or ownership of Shares by Purchaser or Comtech pursuant to the Offer. In addition, except as set forth below, Comtech and Purchaser are not aware of any filings, approvals or other actions by or with any Governmental Authority or administrative or regulatory agency that would be required for Comtech’s and Purchaser’s acquisition or ownership of the Shares. Should any such approval or other action be required, Comtech and Purchaser currently expect that such approval or action, except as described below under “State Takeover Laws,” would be sought or taken. There can be no assurance that any such approval or action, if needed, would be obtained or, if obtained, that it will be obtained without substantial conditions; and there can be no assurance that, in the event that such approvals were not obtained or such other actions were not taken, adverse consequences might not result to Radyne’s or Comtech’s business or that certain parts of Radyne’s or Comtech’s business might not have to be disposed of or held separate. In such an event, we may not be required to purchase any Shares in the Offer. See Section 13—“Conditions of the Offer.”

Antitrust. Under the HSR Act, and the rules and regulations promulgated thereunder by the U.S. Federal Trade Commission (the “FTC”), certain acquisition transactions may not be consummated until certain information and documentary material has been furnished for review by the FTC and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) and certain waiting period requirements have been satisfied. These requirements apply to Comtech by virtue of Purchaser’s acquisition of Shares in the Offer (and the Merger).

Under the HSR Act, the purchase of Shares in the Offer may not be completed until the expiration of a 15-calendar-day waiting period following the filing of certain required information and documentary material concerning the Offer (and the Merger) with the FTC and the Antitrust Division, unless the waiting period is earlier terminated by the FTC and the Antitrust Division. Comtech will be filing its Premerger Notification and Report Form under the HSR Act with the FTC and Antitrust Division in connection with the purchase of Shares in the Offer and the Merger as soon as reasonably practicable and the required waiting period will expire at 11:59 pm, New York Time on the 15^th calendar day after the filing by Comtech, unless earlier terminated by the FTC and the Antitrust Division or Comtech receives a request for additional information or documentary material

37

(“Second Request”) from either the FTC or the Antitrust Division prior to that time. If a Second Request issues, the waiting period with respect to the Offer (and the Merger) would be extended for an additional period of ten calendar days following the date of Comtech’s substantial compliance with that request. (If either the 15-day or ten-day waiting period expires on a Saturday, Sunday or federal holiday, then the period is extended until 11:59 p.m. of the next day that is not a Saturday, Sunday or federal holiday.) Only one extension of the waiting period pursuant to a Second Request is authorized by the HSR Act rules. After that time, the waiting period could be extended only by court order or with Comtech’s consent. The FTC or the Antitrust Division may terminate the additional ten-day waiting period before its expiration. In practice, complying with a Second Request can take a significant period of time. Although Radyne is also required to file certain information and documentary material with the FTC and the Antitrust Division in connection with the Offer, neither Radyne’s failure to make its filing nor comply with its own Second Request in a timely manner will extend the waiting period with respect to the purchase of Shares in the Offer (and the Merger).

The FTC and the Antitrust Division frequently scrutinize the legality under the U.S. antitrust laws of transactions, such as Comtech’s acquisition of Shares in the Offer and the Merger. At any time before or after Purchaser’s purchase of Shares in the Offer and the Merger, the FTC or the Antitrust Division could take any action under the antitrust laws that it either considers necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares in the Offer and the Merger, the divestiture of Shares purchased in the Offer and Merger or the divestiture of substantial assets of Comtech, Radyne or any of their respective subsidiaries or affiliates. Private parties, as well as state attorneys general, also may bring legal actions under the antitrust laws under certain circumstances. See Section 13—“Conditions of the Offer.”

Comtech and Radyne also conduct business in a number of countries outside of the United States. However, based on a review of the information currently available relating to the countries and businesses in which Comtech and Radyne are engaged, Comtech and Purchaser believe that no mandatory antitrust premerger notification filing is required outside the United States.

Based upon an examination of publicly available and other information relating to the businesses in which Radyne is engaged, however, Comtech and Purchaser believe that the acquisition of Shares in the Offer and the Merger should not violate applicable antitrust laws. Nevertheless, Comtech and Purchaser cannot be certain that a challenge to the Offer and the Merger on antitrust grounds will not be made, or, if such challenge is made, what the result will be. See Section 13—“Conditions of the Offer.”

Stockholder Approval. Radyne has represented in the Merger Agreement that execution, delivery and performance of the Merger Agreement by Radyne and the consummation by Radyne of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Radyne, and no other corporate proceedings on the part of Radyne are necessary to authorize the Merger Agreement or to consummate the Transactions (other than, with respect to the Merger, the adoption of the Merger Agreement by the holders of a majority of the then-outstanding Shares, if and to the extent required by applicable Law, and the filing and recordation of the Certificate of Merger and other documents as required by the DGCL). As described below, such approval is not required if the Merger is consummated pursuant to the short-form merger provisions of the DGCL. According to Radyne’s certificate of incorporation, the Shares are the only securities of Radyne that entitle the holders thereof to voting rights. If following the purchase of Shares by Purchaser pursuant to the Offer, Purchaser and its affiliates own more than a majority of the outstanding Shares, Purchaser will be able to effect the Merger without the affirmative vote of any other stockholder of Radyne. Comtech and Purchaser have agreed pursuant to the Merger Agreement that they will cause all Shares then owned by them and their subsidiaries to be voted in favor of the adoption of the Merger Agreement and approval of the Transactions.

Short-Form Merger. The DGCL provides that if a Comtech company owns at least 90% of each class of stock of a subsidiary, the parent company can effect a short-form merger with that subsidiary without the action of the other stockholders of the subsidiary. Accordingly, if as a result of the Offer, the Top-Up Option or otherwise, Purchaser directly or indirectly owns at least 90% of the Shares, Comtech could, and (subject to the

38

satisfaction of waiver of the conditions to its obligations to effect the Merger contained in the Merger Agreement) is obligated under the Merger Agreement, to effect the Merger without prior notice to, or any action by, any other stockholder of Radyne if permitted to do so under the DGCL. Even if Comtech and Purchaser do not own 90% of the outstanding Shares following consummation of the Offer, Comtech and Purchaser could seek to purchase additional Shares in the open market, from Radyne or otherwise in order to reach the 90% threshold and effect a short-form merger. The consideration per Share paid for any Shares so acquired, other than Shares acquired pursuant to the Top-Up Option, may be greater or less than that paid in the Offer.

State Takeover Laws. A number of states (including Delaware, where Radyne is incorporated) have adopted takeover laws and regulations which purport, to varying degrees, to be applicable to attempts to acquire securities of corporations which are incorporated in such states or which have substantial assets, stockholders, principal executive offices or principal places of business therein. To the extent that certain provisions of certain of these state takeover statutes purport to apply to the Offer or the Merger, Purchaser believes that such laws conflict with federal law and constitute an unconstitutional burden on interstate commerce.

As a Delaware corporation, Radyne is subject to Section 203 of the DGCL. In general, Section 203 of the DGCL would prevent an “interested stockholder” (generally defined in Section 203 of the DGCL as a person beneficially owning 15% or more of a corporation’s voting stock) from engaging in a “business combination” (as defined in Section 203 of the DGCL) with a Delaware corporation for three years following the time such person became an interested stockholder unless: (i) before such person became an interested stockholder, the board of directors of the corporation approved the transaction in which the interested stockholder became an interested stockholder or approved the business combination; (ii) upon consummation of the transaction which resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding for purposes of determining the number of shares of outstanding stock held by directors who are also officers and by employee stock plans that do not allow plan participants to determine confidentially whether to tender shares); or (iii) following the transaction in which such person became an interested stockholder, the business combination is (A) approved by the board of directors of the corporation and (B) authorized at a meeting of stockholders by the affirmative vote of the holders of at least 66 ²/3% of the outstanding voting stock of the corporation not owned by the interested stockholder.

Radyne has represented to us in the Merger Agreement that its board of directors (at a meeting or meetings duly called and held) has approved, for purposes of Section 203 of the DGCL, the Merger Agreement and the Transactions, including the Offer and the Merger, and irrevocably resolved to elect, to the extent permitted by law, for Radyne not to be subject to any anti-takeover laws. Purchaser has not attempted to comply with any other state takeover statutes in connection with the Offer or the Merger. Purchaser reserves the right to challenge the validity or applicability of any state law allegedly applicable to the Offer, the Merger, the Merger Agreement or the Transactions contemplated thereby, and nothing in this Offer to Purchase or any action taken in connection herewith is intended as a waiver of that right. In the event that it is asserted that one or more takeover statutes apply to the Offer or the Merger, and it is not determined by an appropriate court that such statute or statutes do not apply or are invalid as applied to the Offer, the Merger or the Merger Agreement, as applicable, Purchaser may be required to file certain documents with, or receive approvals from, the relevant state authorities, and Purchaser might be unable to accept for payment or purchase Shares tendered pursuant to the Offer or be delayed in continuing or consummating the Offer. In such case, Purchaser may not be obligated to accept for purchase, or pay for, any Shares tendered. See Section 13—“Certain Conditions of the Offer.”

Appraisal Rights. No appraisal rights are available to the holders of Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares at the Effective Time who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL, will be entitled to receive a judicial determination of the fair value of the holder’s Shares (exclusive of any element of value arising from the accomplishment or expectation of the

39

Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine for Shares held by such holder.

Any such judicial determination of the fair value of the Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Shares. Stockholders should recognize that the value so determined could be higher or lower than the price per Share paid pursuant to the Offer or the per share price to be paid in the Merger. Moreover, Radyne may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Shares is less than the price paid in the Offer and the Merger.

The foregoing summary of the rights of dissenting stockholders under the DGCL does not purport to be a statement of the procedures to be followed by stockholders desiring to exercise any appraisal rights under Delaware law. The preservation and exercise of appraisal rights require strict and timely adherence to the applicable provisions of Delaware law which will be set forth in their entirety in the proxy statement or information statement for the Merger, unless the Merger is effected as a short-form merger, in which case they will be set forth in the notice of merger. The foregoing discussion is not a complete statement of law pertaining to appraisal rights under Delaware law and is qualified in its entirety by reference to Delaware law.

“Going Private” Transactions. Rule 13e-3 under the Exchange Act is applicable to certain “going private” transactions and may under certain circumstances be applicable to the Merger. However, Rule 13e-3 will be inapplicable if (a) the Shares are deregistered under the Exchange Act prior to the Merger or another business combination or (b) the Merger or other business combination is consummated within one year after the purchase of the Shares pursuant to the Offer and the amount paid per Share in the Merger or other business combination is at least equal to the amount paid per Share in the Offer. Neither Comtech nor Purchaser believes that Rule 13e-3 will be applicable to the Merger.

16. Fees and Expenses

We have retained the Depositary and the Information Agent in connection with the Offer. Each of the Depositary and the Information Agent will receive customary compensation, reimbursement for reasonable out-of-pocket expenses, and indemnification against certain liabilities in connection with the Offer, including liabilities under the federal securities laws.

As part of the services included in such retention, the Information Agent may contact holders of Shares by personal interview, mail, electronic mail, telephone, telex, telegraph and other methods of electronic communication and may request brokers, dealers, commercial banks, trust companies and other nominees to forward the Offer materials to beneficial holders of Shares.

Except as set forth above, we will not pay any fees or commissions to any broker or dealer or other person for soliciting tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks and trust companies will upon request be reimbursed by us for customary mailing and handling expenses incurred by them in forwarding the offering material to their customers.

17. Miscellaneous

We are not aware of any jurisdiction where the making of the Offer is prohibited by any administrative or judicial action pursuant to any valid state statute. If we become aware of any valid state statute prohibiting the making of the Offer or the acceptance of the Shares, we will make a good faith effort to comply with that state statute or seek to have such statute declared inapplicable to the Offer. If, after a good faith effort, we cannot comply with the state statute, we will not make the Offer to, nor will we accept tenders from or on behalf of, the holders of Shares in that state.

40

Purchaser and Comtech have filed with the Commission the Schedule TO (including exhibits) in accordance with the Exchange Act, furnishing certain additional information with respect to the Offer and may file amendments thereto. The Schedule TO and any amendments thereto, including exhibits, may be examined and copies may be obtained from the Commission in the manner set forth in Section 8 under “Available Information.”

No person has been authorized to give any information or make any representation on behalf of Comtech or Purchaser not contained in this Offer to Purchase or in the Letter of Transmittal and, if given or made, such information or representation must not be relied upon as having been authorized. Neither delivery of this Offer to Purchase nor any purchase pursuant to the Offer will, under any circumstances, create any implication that there has been no change in the affairs of Comtech, Purchaser, Radyne or any of their respective subsidiaries since the date as of which information is furnished or the date of this Offer to Purchase.

Comtech TA Corp.

May 22, 2008

41

SCHEDULE A

INFORMATION CONCERNING MEMBERS OF THE BOARDS OF DIRECTORS AND

THE EXECUTIVE OFFICERS OF COMTECH AND PURCHASER

COMTECH

The following table sets forth information about Comtech’s directors and executive officers as of May 22, 2008, each of whom is a citizen of the United Stated of America.

Name	Age	Position
Fred Kornberg (1)	72	Chairman, Chief Executive Officer and President
Richard L. Goldberg (1)	71	Partner, Proskauer Rose LLP, and Independent Business Advisor
Edwin Kantor (1)(2)(3)(4)	75	Chairman, BK Financial Services LLC
Ira Kaplan (2)(3)(4)	72	Private Investor
Gerard R. Nocita (2)(3)(4)	71	Private Investor
Robert G. Paul (2)	65	Private Investor
Robert G. Rouse	44	Executive Vice President and Chief Operating Officer of Comtech
Richard L. Burt	66	Senior Vice President; President of Comtech Systems, Inc.
Jerome Kapelus	44	Senior Vice President, Strategy and Business Development of Comtech
Larry Konopelko	55	Senior Vice President; President of Comtech PST Corp.
Robert L. McCollum	58	Senior Vice President; President of Comtech EF Data Corp.
Michael D. Porcelain	39	Senior Vice President and Chief Financial Officer of Comtech
Daniel S. Wood	49	Senior Vice President; President of Comtech Mobile Datacom Corporation

(1) Member of Executive Committee

(2) Member of Audit Committee

(3) Member of Executive Compensation Committee

(4) Member of Nominating Committee

Mr. Kornberg has been Chief Executive Officer and President of Comtech since 1976. Prior to that, he was the Executive Vice President of Comtech from 1971 to 1976 and the General Manager of the telecommunications transmission segment.

Mr. Goldberg has been a director of Comtech since 1983. He has been a partner since 1990 in the law firm of Proskauer Rose LLP, which renders legal services to Comtech. Prior to 1990, Mr. Goldberg was a partner since 1966 in the firm Botein Hays & Sklar. Since November 2004, Mr. Goldberg has also been an independent business advisor.

Mr. Kantor has been a director of Comtech since 2001. He has been Chairman of BK Financial Services LLC since 2002. Previously he served as Co-Chief Executive Officer of TPB Financial Services and was Co-Chairman and Co-Chief Executive Officer of HCFP/Brenner Securities from 1999 to 2001. He was Vice Chairman of Barington Capital Group from 1993 to 1999. Prior to joining Barington, Mr. Kantor spent 37 years in the securities industry with Drexel Burnham Lambert and its predecessor firms, where he held various positions, including serving as the firm’s Vice Chairman.

Mr. Kaplan has been a director of Comtech since 2002. He is a private investor. Prior to his retirement in 2001, Mr. Kaplan held several executive positions at EDO Corporation for over 40 years, most recently as Executive Vice President and Chief Operating Officer from 2000 to 2001. EDO Corporation is a supplier of military and commercial products and services.

A-1

Mr. Nocita has been a director of Comtech since 1993. He is a private investor. He was Treasurer of the Incorporated Village of Patchogue from 1993 to 1996. He was affiliated with Comtech from its inception in 1967 until 1993.

Mr. Paul has been a director of Comtech since March 2007. He serves on the boards of directors of Rogers Corporation and Kemet Corporation, and previously served on the board of directors of Andrew Corporation from 2003 to 2005. He was the Group President, Base Station Subsystems, for Andrew Corporation from 2003 to 2004. Mr. Paul was the President and Chief Executive Officer of Allen Telecom Inc. from 1989 to 2003. He also served in various other capacities at Allen Telecom, which he joined in 1970, including Chief Financial Officer and President of the Antenna Specialists Division.

Mr. Rouse has been Executive Vice President of Comtech since September 2004 and was previously Senior Vice President of Comtech from 2001 to September 2004. He has been Chief Operating Officer of Comtech since March 2006 and had been Chief Financial Officer of Comtech from 2001 to March 2006. Mr. Rouse was previously employed by KPMG LLP in various capacities for 15 years, including as a partner in the firm’s assurance practice from 1998 to 2001. Mr. Rouse had stated that he intends to step down from his positions as Executive Vice President and Chief Operating Officer effective August 29, 2008.

Mr. Burt has been Senior Vice President of Comtech since 1998 and had been a Vice President since 1992. He has been President of Comtech Systems, Inc. since 1989 and Vice President since its founding in 1984. Mr. Burt first joined Comtech in 1979.

Mr. Kapelus has been Senior Vice President, Strategy and Business Development, since he joined Comtech in February 2006. From 2000 until he joined the Company, Mr. Kapelus was a Managing Director in the Investment Banking Group at Bear, Stearns & Company, where his clients included growth companies in the telecommunications equipment sector. Prior to joining Bear, Stearns & Company, Mr. Kapelus worked at firms that included Jefferies & Co. and The Bank of New York, where he provided investment banking and commercial banking services to various industries including communications service providers.

Mr. Konopelko has been Senior Vice President of Comtech since December 2006 and has been President of Comtech PST Corp. since June 2002. He joined Comtech PST as Vice President and General Manager in July 2001. Prior to joining Comtech PST, he was General Manager at MPD Technologies, Inc. from 1995 to 2001.

Mr. McCollum has been Senior Vice President of Comtech since 2000 and had been a Vice President since 1996. He founded Comtech Communications Corp. in 1994 and had been its President since its formation. In July 2000, Comtech combined Comtech Communications Corp. with Comtech EF Data Corp., and appointed Mr. McCollum President of the combined entities.

Mr. Porcelain has been Senior Vice President of Comtech and Chief Financial Officer since March 2006 and was previously Vice President of Finance and Internal Audit of Comtech from 2002 to March 2006. Prior to joining Comtech, Mr. Porcelain was Director of Corporate Profit and Business Planning for Symbol Technologies, a mobile wireless information solutions company, where he was employed from 1998 to 2002. Previously, he spent five years in public accounting holding various positions, including Manager in the Transaction Advisory Services Group of PricewaterhouseCoopers.

Mr. Wood has been Senior Vice President of Comtech since December 2006 and President of Comtech Mobile Datacom Corp. since April 2005. He was hired in October 2004 and served as Executive Vice President of Operations of Comtech Mobile Datacom Corp. until his promotion to President. Previously, Mr. Wood was employed at EDO Corporation for 15 years, where he held senior management positions, including Group Director, Finance, for EDO’s Systems and Analysis Group, and Director Contracts and Finance, for EDO’s Combat Systems Division.

The Common Business address and telephone number for all the Directors and executive officers is as follows:

C/o Comtech Telecommunications Corp., 68 South Service Road, Suite 230, Melville, New York 11747, telephone (631) 962-7000.

A-2

PURCHASER

The following table sets forth information about Purchaser’s directors and executive officers as of May 22, 2008, each of whom is a citizen of the United Stated of America.

Name	Age	Position
Fred Kornberg	72	Director, Chief Executive Officer
Robert L. McCollum	58	Director, President
Michael D. Porcelain	39	Director, Vice President, Secretary and Treasurer

Mr. Kornberg has been Chief Executive Officer and President of Comtech since 1976. Prior to that, he was the Executive Vice President of Comtech from 1971 to 1976 and the General Manager of the telecommunications transmission segment.

Mr. McCollum has been Senior Vice President of Comtech since 2000 and had been a Vice President since 1996. He founded Comtech Communications Corp. in 1994 and had been its President since its formation. In July 2000, Comtech combined Comtech Communications Corp. with Comtech EF Data Corp., and appointed Mr. McCollum President of the combined entities.

Mr. Porcelain has been Senior Vice President of Comtech and Chief Financial Officer since March 2006 and was previously Vice President of Finance and Internal Audit of Comtech from 2002 to March 2006. Prior to joining Comtech, Mr. Porcelain was Director of Corporate Profit and Business Planning for Symbol Technologies, a mobile wireless information solutions company, where he was employed from 1998 to 2002. Previously, he spent five years in public accounting holding various positions, including Manager in the Transaction Advisory Services Group of PricewaterhouseCoopers.

The Common Business address and telephone number for all the Directors and executive officers is as follows:

C/o Comtech Telecommunications Corp., 68 South Service Road, Suite 230, Melville, New York 11747, telephone (631) 962-7000.

A-3

The Letter of Transmittal, certificates for Shares and any other required documents should be sent by each stockholder of Radyne or such stockholder’s broker, dealer, commercial bank, trust company or other nominee to the Depositary as follows:

The Depositary for the Offer is:

By Mail:	By Facsimile Transmission:	By Overnight Courier:
Computershare c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011	For Eligible Institutions Only: (617) 360-6810 For Confirmation Only Telephone: (781) 575-2332	Computershare c/o Voluntary Corporate Actions 250 Royall Street Canton, MA 02021

Any questions or requests for assistance may be directed to the Information Agent at its telephone number and location listed below. Requests for additional copies of this Offer to Purchase and the Letter of Transmittal may be directed to the Information Agent at its telephone number and location listed below. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders Call Toll-Free: (888) 750-5834

Banks and Brokers Call Collect: (212) 750-5833

EX-99.A.1.B

Exhibit (a)(1)(B)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

Letter of Transmittal

To Tender Shares of Common Stock

of

Radyne Corporation

at

$11.50 Net Per Share

Pursuant to the Offer to Purchase dated May 22, 2008

by

Comtech TA Corp.

a wholly-owned subsidiary of

Comtech Telecommunications Corp.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JUNE 20, 2008, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”).

The Depositary for the Offer to Purchase is:

By Mail:	By Facsimile Transmission:	By Overnight Courier:
Computershare c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011	For Eligible Institutions Only: (617) 360-6810 For Confirmation Only Telephone: (781) 575-2332	Computershare c/o Voluntary Corporate Actions 250 Royall Street Canton, MA 02021

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND, IF YOU ARE A U.S. HOLDER, COMPLETE THE IRS FORM W-9 ENCLOSED WITH THIS LETTER OF TRANSMITTAL. IF YOU ARE A NON U.S.-HOLDER, YOU MUST OBTAIN AND COMPLETE AN IRS FORM W-8BEN OR OTHER IRS FORM W-8, AS APPLICABLE.

DESCRIPTION OF SHARES TENDERED

Name(s) and Address(es) of Registered Owner(s) (If blank, please fill in exactly as name(s) appear(s) on share certificate(s))	Share Certificate(s) and Share(s) Tendered (attach additional list if necessary)
	Share Certificate Number(s)*	Total Number of Shares Represented by Certificate(s)*	Number of Shares Tendered**
Total Shares

* Need not be completed by book-entry stockholders.

** Unless otherwise indicated, it will be assumed that all shares of common stock, $.001 par value per share, of Radyne Corporation represented by certificates described above are being tendered hereby. See Instruction 4.

COY: RADN VOLUNTARY CORPORATE ACTION

PLEASE READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

IF YOU WOULD LIKE ADDITIONAL COPIES OF THIS LETTER OF TRANSMITTAL OR ANY OF THE OTHER OFFERING DOCUMENTS, YOU SHOULD CONTACT THE INFORMATION AGENT, INNISFREE M&A INCORPORATED AT (888) 750-5834.

You have received this Letter of Transmittal in connection with the offer of Comtech TA Corp. (“Purchaser”), a Delaware corporation and a wholly-owned subsidiary of Comtech Telecommunications Corp. (“Comtech”), a Delaware corporation, to purchase all outstanding shares of common stock, $.001 par value per share (“Shares”), of Radyne Corporation (“Radyne”), a Delaware corporation, at a price of $11.50 per Share, net to the tendering stockholder in cash, without interest thereon and less any required withholding taxes, as described in the Offer to Purchase, dated May 22, 2008 (as it may be amended or supplemented from time to time, the “Offer to Purchase” and, together with this Letter of Transmittal, the “Offer”).

You should use this Letter of Transmittal to deliver to Computershare Trust Company, N.A. (the “Depositary”) Shares represented by stock certificates for tender. If you are delivering your Shares by book-entry transfer to an account maintained by the Depositary at The Depository Trust Company (“DTC”), you may use this Letter of Transmittal or you may use an Agent’s Message (as defined in Instruction 2 below). In this Letter of Transmittal, stockholders who deliver certificates representing their Shares are referred to as “Certificate Stockholders,” and stockholders who deliver their Shares through book-entry transfer are referred to as “Book-Entry Stockholders.”

If certificates for your Shares are not immediately available or you cannot deliver your certificates and all other required documents to the Depositary prior to the Expiration Date or you cannot complete the book-entry transfer procedures prior to the Expiration Date, you may nevertheless tender your Shares according to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2 below. Delivery of documents to DTC will not constitute delivery to the Depositary.

¨ CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING: (ONLY FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN DTC MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

Name of Tendering

Institution:                                                                                                                                                                                               

DTC Participant

Number:                                                                                                                                                                                                   

Transaction Code

Number:                                                                                                                                                                                                   

¨ CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: (PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY):

Name(s) of Registered

Owner(s):                                                                                                                                                                                                

Window Ticket Number (if any) or DTC Participant

Number:                                                                                                                                                                                                   

Date of Execution of Notice of Guaranteed

Delivery:                                                                                                                                                                                                  

Name of Institution which Guaranteed

Delivery:                                                                                                                                                                                                  

COY: RADN VOLUNTARY CORPORATE ACTION

2

NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

COY: RADN VOLUNTARY CORPORATE ACTION

3

Ladies and Gentlemen:

The undersigned hereby tenders to Comtech TA Corp. (“Purchaser”), a Delaware corporation and a wholly-owned subsidiary of Comtech Telecommunications Corp. (“Comtech”), a Delaware corporation, the above-described shares of common stock, $.001 par value per share (“Shares”), of Radyne Corporation, a Delaware corporation, pursuant to the Offer to Purchase, dated May 22, 2008 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), at a price of $11.50 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, on the terms and subject to the conditions set forth in the Offer to Purchase, receipt of which is hereby acknowledged, and this Letter of Transmittal (as it may be amended or supplemented from time to time, this “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”). The undersigned understands that Purchaser reserves the right to transfer or assign, from time to time, in whole or in part, to one or more of its affiliates, the right to purchase the Shares tendered herewith.

On the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), subject to, and effective upon, acceptance for payment and payment for the Shares validly tendered herewith, and not properly withdrawn, prior to the Expiration Date in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Purchaser, all right, title and interest in and to all of the Shares being tendered hereby and any and all cash dividends, distributions, rights, other Shares or other securities issued or issuable in respect of such Shares on or after May 22, 2008 (collectively, “Distributions”). In addition, the undersigned hereby irrevocably appoints Computershare Trust Company, N.A. (the “Depositary”) the true and lawful agent and attorney-in-fact and proxy of the undersigned with respect to such Shares and any Distributions with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to the fullest extent of such stockholder’s rights with respect to such Shares and any Distributions (a) to deliver certificates representing Shares (the “Share Certificates”) and any Distributions, or transfer of ownership of such Shares and any Distributions on the account books maintained by DTC, together, in either such case, with all accompanying evidence of transfer and authenticity, to or upon the order of Purchaser, (b) to present such Shares and any Distributions for transfer on the books of Radyne, and (c) to receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares and any Distributions, all in accordance with the terms and subject to the conditions of the Offer.

The undersigned hereby irrevocably appoints each of the designees of Purchaser the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered hereby which have been accepted for payment and with respect to any Distributions. The designees of Purchaser will, with respect to the Shares and any associated Distributions for which the appointment is effective, be empowered to exercise all voting and any other rights of such stockholder, as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of Radyne’s stockholders, by written consent in lieu of any such meeting or otherwise. This proxy and power of attorney shall be irrevocable and coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, Purchaser accepts the Shares tendered with this Letter of Transmittal for payment pursuant to the Offer. Upon the effectiveness of such appointment, without further action, all prior powers of attorney, proxies and consents given by the undersigned with respect to such Shares and any associated Distributions will be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given (and, if given, will not be deemed effective). Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser’s acceptance for payment of such Shares, Purchaser must be able to exercise full voting, consent and other rights, to the extent permitted under applicable law, with respect to such Shares and any associated Distributions, including voting at any meeting of stockholders or executing a written consent concerning any matter.

COY: RADN VOLUNTARY CORPORATE ACTION

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The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares and any Distributions tendered hereby and, when the same are accepted for payment by Purchaser, Purchaser will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claim. The undersigned hereby represents and warrants that the undersigned is the registered owner of the Shares, or the Share Certificate(s) have been endorsed to the undersigned in blank, or the undersigned is a participant in DTC whose name appears on a security position listing participant as the owner of the Shares. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares and any Distributions tendered hereby. In addition, the undersigned shall promptly remit and transfer to the Depositary for the account of Purchaser any and all Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer and, pending such remittance or appropriate assurance thereof, Purchaser shall be entitled to all rights and privileges as owner of any such Distributions and may withhold the entire purchase price or deduct from the purchase price the amount or value thereof, as determined by Purchaser in its sole discretion.

It is understood that the undersigned will not receive payment for the Shares unless and until the Shares are accepted for payment and until the Share Certificate(s) owned by the undersigned are received by the Depositary at the address set forth above, together with such additional documents as the Depositary may require, or, in the case of Shares held in book-entry form, ownership of Shares is validly transferred on the account books maintained by DTC, and until the same are processed for payment by the Depositary. It is understood that the method of delivery of the Shares, the Share Certificate(s) and all other required documents (including delivery through DTC) is at the option and risk of the undersigned and that the risk of loss of such Shares, Share Certificate(s) and other documents shall pass only after the Depositary has actually received the Shares or Share Certificate(s) (including, in the case of a book-entry transfer, by Book-Entry Confirmation (as defined below)).

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

The undersigned understands that the acceptance for payment by Purchaser of Shares tendered pursuant to one of the procedures described in Section 3 of the Offer to Purchase will constitute a binding agreement between the undersigned and Purchaser upon the terms and subject to the conditions of the Offer.

Unless otherwise indicated herein under “Special Payment Instructions,” please issue the check for the purchase price in the name(s) of, and/or return any Share Certificates representing Shares not tendered or accepted for payment to, the registered owner(s) appearing under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price and/or return any Share Certificates representing Shares not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered owner(s) appearing under “Description of Shares Tendered.” In the event that both the Special Delivery Instructions and the Special Payment Instructions are completed, please issue the check for the purchase price and/or issue any Share Certificates representing Shares not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name of, and deliver such check and/or return such Share Certificates (and any accompanying documents, as appropriate) to, the person or persons so indicated. Unless otherwise indicated herein in the box titled “Special Payment Instructions,” please credit any Shares tendered hereby or by an Agent’s Message and delivered by book-entry transfer, but which are not purchased, by crediting the account at DTC designated above. The undersigned recognizes that Purchaser has no obligation pursuant to the Special Payment Instructions to transfer any Shares from the name of the registered owner thereof if Purchaser does not accept for payment any of the Shares so tendered.

COY: RADN VOLUNTARY CORPORATE ACTION

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SPECIAL PAYMENT INSTRUCTIONS

(See Instructions 1, 5, 6 and 7)

To be completed ONLY if Share Certificate(s) not tendered or not accepted for payment and/or the check for the purchase price of Shares accepted for payment are to be issued in the name of someone other than the undersigned or if Shares tendered by book-entry transfer which are not accepted for payment are to be returned by credit to an account maintained at DTC other than that designated above.

Issue:  ¨    Check and/or  ¨    Share Certificates to:

Name:                                                                                                                                                                                                        

(Please Print)

Address:                                                                                                                                                                                                   

(Include Zip Code)

(Tax Identification or Social Security Number)

¨        Credit Shares tendered by book-entry transfer that are not accepted for payment to the DTC account set forth below.

(DTC Account Number)

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 1, 5, 6 and 7)

To be completed ONLY if Share Certificate(s) not tendered or not accepted for payment and/or the check for the purchase price of Shares accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown in the box titled “Description of Shares Tendered” above.

Deliver:  ¨    Check and/or  ¨    Share Certificates to:

Name:                                                                                                                                                                                                       

(Please Print)

Address:                                                                                                                                                                                                   

(Include Zip Code)

COY: RADN VOLUNTARY CORPORATE ACTION

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IMPORTANT—SIGN HERE

(U.S. Holders Please Also Complete the Enclosed IRS Form W-9)

(Non-U.S. Holders Please Obtain and Complete IRS Form W-8BEN or Other Applicable IRS Form W-8)

(Signature(s) of Stockholder(s))

Dated:                    , 2008

(Must be signed by registered owner(s) exactly as name(s) appear(s) on Share Certificate(s) or on a security position listing or by person(s) authorized to become registered owner(s) by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5. For information concerning signature guarantees, see Instruction 1.)

Name(s):                                                                                                                                                                                                  

(Please Print)

Capacity (full title):                                                                                                                                                                              

Address:                                                                                                                                                                                                   

(Include Zip Code)

Area Code and Telephone Number:                                                                                                                                               

Tax Identification or

Social Security No.:                                                                                                                                                                             

GUARANTEE OF SIGNATURE(S)

(For use by Eligible Institutions only;

see Instructions 1 and 5)

Name of Firm:                                                                                                                                                                                       

(Include Zip Code)

Authorized Signature:                                                                                                                                                                         

Name:                                                                                                                                                                                                        

(Please Type or Print)

Area Code and Telephone Number:                                                                                                                                               

Dated:                    , 2008

Place medallion guarantee in space below:

COY: RADN VOLUNTARY CORPORATE ACTION

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INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1. Guarantee of Signatures. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including any of the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchanges Medallion Program (each, an “Eligible Institution”). Signatures on this Letter of Transmittal need not be guaranteed (a) if this Letter of Transmittal is signed by the registered owner(s) (which term, for purposes of this document, includes any participant in DTC whose name appears on a security position listing as the owner of the Shares) of Shares tendered herewith and such registered owner has not completed the box titled “Special Payment Instructions” or the box titled “Special Delivery Instructions” on this Letter of Transmittal or (b) if such Shares are tendered for the account of an Eligible Institution. See Instruction 5.

2. Delivery of Letter of Transmittal and Certificates or Book-Entry Confirmations. This Letter of Transmittal is to be completed by stockholders either if Share Certificates are to be forwarded herewith or, unless an Agent’s Message is utilized, if tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in Section 3 of the Offer to Purchase. A manually executed facsimile of this document may be used in lieu of the original Share Certificates representing all physically tendered Shares, or confirmation of any book-entry transfer into the Depositary’s account at DTC of Shares tendered by book-entry transfer (“Book Entry Confirmation”), as well as this Letter of Transmittal properly completed and duly executed with any required signature guarantees, unless an Agent’s Message in the case of a book-entry transfer is utilized, and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth herein prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase). Please do not send your Share Certificates directly to Purchaser, Comtech, or Radyne.

Stockholders whose Share Certificates are not immediately available or who cannot deliver all other required documents to the Depositary prior to the Expiration Date or who cannot complete the procedures for book-entry transfer prior to the Expiration Date, may nevertheless tender their Shares by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure: (a) such tender must be made by or through an Eligible Institution, (b) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by Purchaser must be received by the Depositary prior to the Expiration Date, and (c) Share Certificates representing all tendered Shares, in proper form for transfer (or a Book Entry Confirmation with respect to such Shares), as well as this Letter of Transmittal (or facsimile thereof), properly completed and duly executed with any required signature guarantees (unless, in the case of a book-entry transfer, an Agent’s Message is utilized), and all other documents required by this Letter of Transmittal, must be received by the Depositary within three NASDAQ Global Market trading days after the date of execution of such Notice of Guaranteed Delivery.

A properly completed and duly executed Letter of Transmittal (or facsimile thereof) must accompany each such delivery of Share Certificates to the Depositary.

The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Depositary and forming part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares which are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of this Letter of Transmittal and that Purchaser may enforce such agreement against the participant.

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THE METHOD OF DELIVERY OF THE SHARES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. DELIVERY OF ALL SUCH DOCUMENTS WILL BE DEEMED MADE AND RISK OF LOSS OF THE SHARE CERTIFICATES SHALL PASS ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased. All tendering stockholders, by execution of this Letter of Transmittal (or facsimile thereof), waive any right to receive any notice of the acceptance of their Shares for payment.

All questions as to validity, form and eligibility of the surrender of any Share Certificate hereunder will be determined by Purchaser (which may delegate power in whole or in part to the Depositary) and such determination shall be final and binding. Purchaser reserves the right to waive any irregularities or defects in the surrender of any Shares or Share Certificate(s). A surrender will not be deemed to have been made until all irregularities have been cured or waived. Purchaser and the Depositary shall make reasonable efforts to notify any person of any defect in any Letter of Transmittal submitted to the Depositary.

3. Inadequate Space. If the space provided herein is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate schedule attached hereto and separately signed on each page thereof in the same manner as this Letter of Transmittal is signed.

4. Partial Tenders (Applicable to Certificate Stockholders Only). If fewer than all the Shares evidenced by any Share Certificate delivered to the Depositary are to be tendered, fill in the number of Shares which are to be tendered in the column titled “Number of Shares Tendered” in the box titled “Description of Shares Tendered.” In such cases, new certificate(s) for the remainder of the Shares that were evidenced by the old certificate(s) but not tendered will be sent to the registered owner, unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the Expiration Date. All Shares represented by Share Certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered owner(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificate(s) without alteration or any other change whatsoever.

If any Shares tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If any tendered Shares are registered in the names of different holder(s), it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof) as there are different registrations of such Shares.

If this Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to Purchaser of their authority so to act must be submitted.

If this Letter of Transmittal is signed by the registered owner(s) of the Shares listed and transmitted hereby, no endorsements of Share Certificates or separate stock powers are required unless payment is to be made to, or

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Share Certificates representing Shares not tendered or accepted for payment are to be issued in the name of, a person other than the registered owner(s), in which such case the Share Certificates representing the Shares tendered by this Letter of Transmittal must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered owner(s) or holder(s) appear(s) on the Share Certificates. Signatures on such Share Certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Share(s) listed, the Share Certificate(s) must be endorsed or accompanied by the appropriate stock powers, in either case, signed exactly as the name or names of the registered owner(s) or holder(s) appear(s) on the Share Certificate(s). Signatures on such Share Certificates or stock powers must be guaranteed by an Eligible Institution.

6. Transfer Taxes. Purchaser will pay any transfer taxes with respect to the transfer and sale of Shares to it or to its order pursuant to the Offer (for the avoidance of doubt, transfer taxes do not include United States federal income or backup withholding taxes). If, however, payment of the purchase price is to be made to, or (in the circumstances permitted hereby) if Share Certificates not tendered or accepted for payment are to be registered in the name of, any person other than the registered owner(s), or if tendered Share Certificates are registered in the name of any person other than the person signing this Letter of Transmittal, the amount of any transfer taxes (whether imposed on the registered owner(s) or such person) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Share Certificates listed in this Letter of Transmittal.

7. Special Payment and Delivery Instructions. If a check is to be issued in the name of, and/or Share Certificates representing Shares not tendered or accepted for payment are to be issued or returned to, a person other than the signer(s) of this Letter of Transmittal or if a check and/or such certificates are to be mailed to a person other than the signer(s) of this Letter of Transmittal or to an address other than that shown in the box titled “Description of Shares Tendered” above, the appropriate boxes on this Letter of Transmittal should be completed. Stockholders delivering Shares tendered hereby or by Agent’s Message by book-entry transfer may request that Shares not purchased be credited to an account maintained at DTC as such stockholder may designate in the box titled “Special Payment Instructions” herein. If no such instructions are given, all such Shares not purchased will be returned by crediting the same account at DTC as the account from which such Shares were delivered.

8. Requests for Assistance or Additional Copies. Questions or requests for assistance may be directed to the Information Agent at its address and telephone number set forth below or to your broker, dealer, commercial bank or trust company. Additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and other tender offer materials may be obtained from the Information Agent as set forth below, and will be furnished at Purchaser’s expense.

9. Backup Withholding. Under U.S. federal income tax laws, the Depositary will be required to withhold a portion of the amount of any payments made to certain stockholders pursuant to the Offer. In order to avoid such backup withholding, each tendering stockholder that is a United States citizen, resident or entity, and, if applicable, each other United States payee, must provide the Depositary with such stockholder’s or payee’s correct taxpayer identification number (“TIN”) and certify that such stockholder or payee is not subject to such backup withholding by completing attached Form W-9. Certain stockholders or payees (including, among others, corporations, non-resident foreign individuals and foreign entities) are not subject to these backup withholding and reporting requirements. A tendering stockholder who is a foreign individual, or a foreign entity should complete, sign, and submit to the Depositary the appropriate Form W-8. A Form W-8BEN may be obtained from the Depositary or downloaded from Internal Revenue Service’s website at the following address: http://www.irs.gov. Failure to complete the Form W-9 will not, by itself, cause Shares to be deemed invalidly tendered, but may require the Depositary to withhold a portion of the amount of any payments made pursuant to the Offer.

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NOTE: FAILURE TO COMPLETE AND RETURN THE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE “IMPORTANT TAX INFORMATION” SECTION BELOW.

10. Lost, Destroyed, Mutilated or Stolen Share Certificates. If any Share Certificate has been lost, destroyed, mutilated or stolen, the stockholder should promptly notify Radyne’s stock transfer agent, Computershare Trust Company, N.A. at (800) 546-5141. The stockholder will then be instructed as to the steps that must be taken in order to replace the Share Certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, mutilated, destroyed or stolen Share Certificates have been followed.

11. Waiver of Conditions. Subject to the terms and conditions of the Merger Agreement (as defined in the Offer to Purchase) and the applicable rules and regulations of the Securities and Exchange Commission, the conditions of the Offer may be waived by Purchaser in whole or in part at any time and from time to time in its sole discretion.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY EXECUTED FACSIMILE COPY THEREOF) OR AN AGENT’S MESSAGE, TOGETHER WITH SHARE CERTIFICATE(S) OR BOOK-ENTRY CONFIRMATION OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE.

IMPORTANT TAX INFORMATION

Under United States federal income tax law, a stockholder whose tendered Shares are accepted for payment is required by law to provide the Depositary (as payer) with such stockholder’s correct TIN on Form W-9 below. If such stockholder is an individual, the TIN is such stockholder’s social security number. If the Depositary is not provided with the correct TIN, the stockholder may be subject to penalties imposed by the Internal Revenue Service (“IRS”) and payments that are made to such stockholder with respect to Shares purchased pursuant to the Offer may be subject to backup withholding.

If backup withholding applies, the Depositary is required to withhold 28% of any payments made to the stockholder. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS provided that the required information is furnished to the IRS.

Form W-9

To prevent backup withholding on payments that are made to a United States stockholder with respect to Shares purchased pursuant to the Offer, the stockholder is required to notify the Depositary of such stockholder’s correct TIN by completing Form W-9 certifying, under penalties of perjury, (i) that the TIN provided on Form W-9 is correct (or that such stockholder is awaiting a TIN), (ii) that such stockholder is not subject to backup withholding because (a) such stockholder has not been notified by the IRS that such stockholder is subject to backup withholding as a result of a failure to report all interest or dividends, (b) the IRS has notified such stockholder that such stockholder is no longer subject to backup withholding or (c) such stockholder is exempt from backup withholding, and (iii) that such stockholder is a U.S. person.

What Number to Give the Depositary

United States stockholders are required to give the Depositary the social security number or employer identification number of the record holder of the Shares tendered hereby. If the tendering stockholder has not

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been issued a TIN and has applied for a number or intends to apply for a number in the near future, the stockholder should write “Applied For” in Part I, sign and date the Form W-9. Notwithstanding that “Applied For” is written in Part I, the Depositary will withhold 28% of all payments of the purchase price to such stockholder until a TIN is provided to the Depositary. Such amounts will be refunded to such surrendering stockholder if a TIN is provided to the Depositary within 60 days.

Please consult your accountant or tax advisor for further guidance regarding the completion of IRS Form W-9, IRS Form W-8BEN, or another version of IRS Form W-8 to claim exemption from backup withholding, or contact the Depositary.

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The Depositary for the Offer to Purchase is:

By Mail:	By Facsimile Transmission:	By Overnight Courier:
Computershare c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011	For Eligible Institutions Only: (617) 360-6810 For Confirmation Only Telephone: (781) 575-2332	Computershare c/o Voluntary Corporate Actions 250 Royall Street Canton, MA 02021

Any questions or requests for assistance may be directed to the Information Agent at its telephone number and location listed below. Requests for additional copies of this Offer to Purchase and the Letter of Transmittal may be directed to the Information Agent at its telephone number and location listed below. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders Call Toll-Free: (888) 750-5834

Banks and Brokers Call Collect: (212) 750-5833

May 22, 2008

EX-99.A.1.C

EXHIBIT (a)(1)(c)

Notice of Guaranteed Delivery

for

Offer to Purchase for Cash

All Outstanding Shares of Common Stock

of

RADYNE CORPORATION

at

$11.50 Net Per Share

by

Comtech TA Corp.

a wholly-owned subsidiary of

Comtech Telecommunications Corp.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JUNE 20, 2008, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”).

Do not use for signature guarantees

This form of notice of guaranteed delivery, or a form substantially equivalent to this form, must be used to accept the offer of Comtech TA Corp., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Comtech Telecommunications Corp., a Delaware corporation (“Comtech”), to purchase all outstanding shares of common stock, $.001 par value per share (“Shares”), of Radyne Corporation, a Delaware corporation (“Radyne”), at a price of $11.50 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, as described in the Offer to Purchase dated May 22, 2008 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), if certificates for Shares and all other required documents cannot be delivered to Computershare Trust Company, N.A., (the “Depositary”) prior to the Expiration Date, if the procedure for delivery by book-entry transfer cannot be completed prior to the Expiration Date, or if time will not permit all required documents to reach the Depositary prior to the Expiration Date.

Such form may be delivered by hand or transmitted via facsimile or mailed to the Depositary and must include a guarantee by an Eligible Institution (as defined below). See Section 3 of the Offer to Purchase.

The Depositary for the Offer to Purchase is:

By Mail:	By Facsimile Transmission:	By Overnight Courier:
Computershare c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011	For Eligible Institutions Only: (617) 360-6810 For Confirmation Only Telephone: (781) 575-2332	Computershare c/o Voluntary Corporate Actions 250 Royall Street Canton, MA 02021

COY: RADN VOLUNTARY CORPORATE ACTION

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

The guarantee on the back cover page must be completed.

COY: RADN VOLUNTARY CORPORATE ACTION

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Ladies and Gentlemen:

The undersigned hereby tenders to Comtech TA Corp., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Comtech Telecommunications Corp., a Delaware corporation (“Comtech”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 22, 2008 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), receipt of each of which is hereby acknowledged, the number of Shares indicated below pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.

Number of Shares Tendered:	Name(s) of Record Owner(s):
Share Certificate Numbers (if available):
	(Please Type or Print)
If Shares will be delivered by book-entry transfer:	Address(es):
Name of Tendering Institution:
	(Including Zip Code)
DTC Participant Number:	Area Code and Telephone Number:
Transaction Code Number:
Date:                       , 2008	Signature(s):

COY: RADN VOLUNTARY CORPORATE ACTION

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GUARANTEE

(Not to be used for signature guarantees)

The undersigned, a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association Incorporated, including any of the the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchanges Medallion Program (each, an “Eligible Institution”), hereby guarantees that either the certificates representing the Shares tendered hereby, in proper form for transfer, or timely confirmation of a book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (pursuant to the procedures set forth in Section 3 of the Offer to Purchase), together with a properly completed and duly executed Letter of Transmittal (or a manually executed copy thereof) with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in the Offer to Purchase)) and any other documents required by the Letter of Transmittal, will be received by the Depositary at one of its addresses set forth above within three (3) NASDAQ Global Market trading days after the date of execution hereof.

The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal, Share Certificates and/or any other required documents to the Depositary within the time period shown above. Failure to do so could result in a financial loss to such Eligible Institution.

Name of Firm:                                                                                                                                                                                                 

Address:                                                                                                                                                                                                             

(Including Zip Code)

Area Code and Telephone Number:                                                                                                                                                        

Authorized Signature:                                                                                                                                                                                   

Name:                                                                                                                                                                                                                 

(Please Type or Print)

Title:                                                                                                                                                                                                                    

Dated:                                                                                                                                                                                                    , 2008

NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY. SHARE CERTIFICATES ARE TO BE DELIVERED WITH THE LETTER OF TRANSMITTAL.

COY: RADN VOLUNTARY CORPORATE ACTION

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EX-99.A.1.D

Exhibit (a)(1)(D)

Offer to Purchase for Cash

All Outstanding Shares of Common Stock

of

RADYNE CORPORATION

at

$11.50 Net Per Share

by

Comtech TA Corp.

a wholly-owned subsidiary of

Comtech Telecommunications Corp.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JUNE 20, 2008, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”).

May 22, 2008

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

We have been engaged by Comtech TA Corp., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Comtech Telecommunications Corp., a Delaware corporation (“Comtech”), to act as Information Agent in connection with Purchaser’s offer to purchase all outstanding shares of common stock, $.001 par value per share (“Shares”), of Radyne Corporation, a Delaware corporation (“Radyne”), at a price of $11.50 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 22, 2008 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”) enclosed herewith. Please furnish copies of the enclosed materials to those of your clients for whom you hold Shares registered in your name or in the name of your nominee.

The Offer is not subject to any financing condition, but is conditioned upon a number of other conditions as set forth in the Offer to Purchase. See Section 13 of the Offer to Purchase.

Enclosed herewith are the following documents:

1. Offer to Purchase, dated May 22, 2008;

2. Letter of Transmittal to be used by stockholders of Radyne in accepting the Offer and tendering Shares;

3. Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification), including instructions for completing the form;

4. Notice of Guaranteed Delivery;

5. A letter to stockholders of Radyne from the President and Chief Executive Officer of Radyne, accompanied by Radyne’s Solicitation/Recommendation Statement on Schedule 14D-9;

6. A printed letter that may be sent to your clients for whose accounts you hold Shares in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer; and

7. Return envelope addressed to the Depositary (as defined below).

YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JUNE 20, 2008, UNLESS THE OFFER IS EXTENDED.

The Offer is being made in connection with the Agreement and Plan of Merger, dated as of May 10, 2008 (together with any amendments or supplements thereto, the “Merger Agreement”), among Comtech, Purchaser and Radyne, pursuant to which, after the completion of the Offer and the satisfaction or waiver of certain conditions, Purchaser will be merged with and into Radyne, and Radyne will be the surviving corporation (the “Merger”). Capitalized terms used, but not defined, herein shall have the respective meanings given to them in the Merger Agreement.

The Radyne board of directors has, subject to the terms and conditions set forth in the Merger Agreement, unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including each of the Offer and the Merger (collectively, the “Transactions”), are fair to, and in the best interests of, the holders of Shares, (ii) approved and declared advisable the Merger Agreement and the Transactions, and (iii) resolved to recommend that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer, and that the holders of Shares adopt the Merger Agreement and approve the Transactions to the extent required by applicable Law.

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser will be deemed to have accepted for payment, and will pay for, all Shares validly tendered in the Offer, and not properly withdrawn, prior to the Expiration Date if and when Purchaser gives oral or written notice to Computershare Trust Company, N.A. (the “Depositary”) of Purchaser’s acceptance of the tenders of such Shares for payment pursuant to the Offer. Payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (a) certificates for such Shares or a Book-Entry Confirmation (as defined in the Offer to Purchase) with respect to such Shares pursuant to the procedures set forth in the Offer to Purchase, (b) a Letter of Transmittal (or facsimile thereof) properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in the Offer to Purchase) in lieu of the Letter of Transmittal), and (c) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when certificates for Shares or Book-Entry Confirmations with respect to Shares are actually received by the Depositary. Under no circumstances will interest be paid on the purchase price for Shares, regardless of any extension of the Offer or any delay in payment for Shares.

Neither Comtech nor Purchaser will pay any fees or commissions to any broker or dealer or other person (other than the Information Agent and the Depositary as described in the Offer to Purchase) in connection with the solicitation of tenders of Shares pursuant to the Offer. You will be reimbursed upon request for customary mailing and handling expenses incurred by you in forwarding the enclosed offering materials to your clients.

If holders of Shares wish to tender their Shares, but it is impracticable for them to deliver their certificates representing tendered Shares or other required documents or to complete the procedures for delivery by book-entry transfer prior to the Expiration Date, a tender may be effected by following the guaranteed delivery procedures specified in the Offer to Purchase and the Letter of Transmittal.

Questions and requests for assistance or for additional copies of the enclosed materials may be directed to us at the address and telephone number set forth below and in the Offer to Purchase. Additional copies of the enclosed materials will be furnished at Purchaser’s expense.

Very truly yours,

INNISFREE M&A INCORPORATED

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NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY PERSON THE AGENT OF COMTECH, PURCHASER, RADYNE, THE INFORMATION AGENT, THE DEPOSITARY OR ANY OF THEIR AFFILIATES, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFER NOT CONTAINED IN THE OFFER TO PURCHASE OR THE LETTER OF TRANSMITTAL.

The Information Agent for the Offer is:

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders Call Toll-Free: (888) 750-5834

Banks and Brokers Call Collect: (212) 750-5833

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EX-99.A.1.E

Exhibit (a)(1)(E)

Offer to Purchase for Cash

All Outstanding Shares of Common Stock

of

Radyne Corporation

at

$11.50 Net Per Share

by

Comtech TA Corp.

a wholly-owned subsidiary of

Comtech Telecommunications Corp.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JUNE 20, 2008, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”).

May 22, 2008

To Our Clients:

Enclosed for your information is an Offer to Purchase, dated May 22, 2008 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), relating to the offer by Comtech TA Corp., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Comtech Telecommunications Corp., a Delaware corporation (“Comtech”), to purchase all outstanding shares of common stock, $.001 par value per share (“Shares”), of Radyne Corporation, a Delaware corporation (“Radyne”), at a price of $11.50 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer.

Also enclosed is a letter to stockholders of Radyne from the President and Chief Executive Officer of Radyne, accompanied by Radyne’s Solicitation/Recommendation Statement on Schedule 14D-9.

We are the holder of record of Shares held by us for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal accompanying this letter is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.

We request instructions as to whether you wish to tender any or all of the Shares held by us for your account pursuant to the Offer.

Your attention is directed to the following:

1. The offer price is $11.50 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions of the Offer.

2. The Offer is being made for all outstanding Shares.

3. The Offer is being made in connection with the Agreement and Plan of Merger, dated as of May 10, 2008 (together with any amendments or supplements thereto, the “Merger Agreement”), among Comtech, Purchaser and Radyne, pursuant to which, after the completion of the Offer and the satisfaction or waiver of certain conditions, Purchaser will be merged with and into Radyne, and Radyne will be the surviving corporation (the “Merger”). Capitalized terms used, but not defined, herein shall have the respective meanings given to them in the Merger Agreement.

4. The Radyne board of directors has, subject to the terms and conditions set forth in the Merger Agreement, unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including each of the Offer and the Merger (collectively, the “Transactions”), are fair to, and in the best interests of, the holders of Shares, (ii) approved and declared advisable the Merger Agreement and the Transactions, and (iii) resolved to recommend that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer, and that the holders of Shares adopt the Merger Agreement and approve the Transactions to the extent required by applicable Law.

5. The Offer is not subject to any financing condition, but is conditioned upon a number of other conditions as set forth in the Offer to Purchase. See Section 13 of the Offer to Purchase.

6. The initial offering period of the Offer and withdrawal rights will expire at the Expiration Date.

7. Any transfer taxes applicable to the sale of Shares to Purchaser pursuant to the Offer will be paid by Purchaser, except as otherwise provided in Instruction 6 of the Letter of Transmittal.

If you wish to have us tender any or all of the Shares held by us for your account, please so instruct us by completing, executing and returning to us in the enclosed envelope the attached instruction form. Please forward your instructions to us in ample time to permit us to submit a tender on your behalf prior to the Expiration Date. If you authorize the tender of your Shares, all such Shares will be tendered unless otherwise specified on the attached instruction form.

Payment for Shares will be in all cases made only after such Shares are accepted by Purchaser for payment pursuant to the Offer and the timely receipt by Computershare Trust Company, N.A., (the “Depositary”), of (a) certificates for such Shares or a Book-Entry Confirmation (as defined in the Offer to Purchase) with respect to such Shares, (b) a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in the Offer to Purchase) in lieu of the Letter of Transmittal), and (c) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when certificates for Shares or Book-Entry Confirmations with respect to Shares are actually received by the Depositary. Under no circumstances will interest be paid on the purchase price for Shares, regardless of any extension of the Offer or any delay in payment for Shares.

2

Instructions with Respect to the

Offer to Purchase for Cash

All Outstanding Shares of Common Stock

of

Radyne Corporation

at

$11.50 Net Per Share

by

Comtech TA Corp.

a wholly-owned subsidiary of

Comtech Telecommunications Corp.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JUNE 20, 2008, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”).

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated May 22, 2008 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), in connection with the offer by Comtech TA Corp., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Comtech Telecommunications Corp., a Delaware corporation (“Comtech”), to purchase for cash all of the outstanding shares of common stock, $.001 par value per share (“Shares”), of Radyne Corporation, a Delaware corporation, at a price of $11.50 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer.

This will instruct you to tender the number of Shares indicated on the reverse (or if no number is indicated on the reverse, all Shares) that are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer.

The undersigned understands and acknowledges that all questions as to validity, form and eligibility of the surrender of any certificate representing Shares submitted on my behalf to Computershare Trust Company, N.A., the Depositary for the Offer, will be determined by Purchaser (which may delegate power in whole or in part to the Depositary) and such determination shall be final and binding.

Dated: May 22, 2008

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Number of Shares to Be Tendered:                                                                                                                                 Shares*

Sign Below

Account Number:                                                                            Signature(s):                                                                            

Dated:                                                                                          , 2008                                                                                                

Please Type or Print Name(s) above

Please Type or Print Address(es) above

Area Code and Telephone Number

Taxpayer Identification or Social Security Number(s)

*  Unless otherwise indicated, you are deemed to have instructed us to tender all Shares held by us for your account.

Please return this form to the brokerage firm or other nominee maintaining your account.

4

EX-99.A.1.F

Print or type

See Specific Instructions on page 2.

Exhibit (a)(1)(F)

Form W-9 (Rev. October 2007) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Give form to the requester. Do not
send to the IRS.

Name (as shown on your income tax return)

Business name, if different from above

    
Check appropriate box: ^¨ Individual/ Sole proprietor ^¨ Corporation ^¨ Partnership     ^¨ Exempt payee

¨	Limited liability company. Enter the tax classification (D=disregarded entity, C=corporation,
	P=partnership) u
¨	Other (see instructions) u

Address (number, street, and apt. or suite no.)

Requester’s name and address (optional)

City, state, and ZIP code

List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.
	Social security number
			–	–
	or
	Employer identification number
		–

Part II Certification

Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

3. I am a U.S. citizen or other U.S. person (defined below).

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. See the instructions on page 4.

Sign
Here Signature of
U.S. person  u Date  u

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Purpose of Form

A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income.

Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

— An individual who is a U.S. citizen or U.S. resident alien,

— A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

— An estate (other than a foreign estate), or

— A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners’ share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income.

Cat. No. 10231X Form W-9(Rev. 10-2007)

Form W-9 (Rev. 10-2007) Page 2

The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases:

— The U.S. owner of a disregarded entity and not the entity,

— The U.S. grantor or other owner of a grantor trust and not the trust, and

— The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from

fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.

Also see Special rules for partnerships on page 1.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name

If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as shown on your income tax return on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name” line.

Limited liability company (LLC). Check the “Limited liability company” box only and enter the appropriate code for the tax classification (“D” for disregarded entity, “C” for corporation, “P” for partnership) in the space provided.

For a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Regulations section 301.7701-3, enter

Form W-9 (Rev. 10-2007) Page 3

the owner’s name on the “Name” line. Enter the LLC’s name on the “Business name” line.

For an LLC classified as a partnership or a corporation, enter the LLC’s name on the “Name” line and any business, trade, or DBA name on the “Business name” line.

Other entities. Enter your business name as shown on required federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name” line.

Note. You are requested to check the appropriate box for your status (individual/sole proprietor, corporation, etc.).

Exempt Payee

If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the “Exempt payee” box in the line following the business name, sign and date the form.

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

The following payees are exempt from backup withholding:

1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),

2. The United States or any of its agencies or instrumentalities,

3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,

4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or

5. An international organization or any of its agencies or instrumentalities.

Other payees that may be exempt from backup withholding include:

6. A corporation,

7. A foreign central bank of issue,

8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,

9. A futures commission merchant registered with the Commodity Futures Trading Commission,

10. A real estate investment trust,

11. An entity registered at all times during the tax year under the Investment Company Act of 1940,

12. A common trust fund operated by a bank under section 584(a),

13. A financial institution,

14. A middleman known in the investment community as a nominee or custodian, or

15. A trust exempt from tax under section 664 or described in section 4947.

The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 15.

IF the payment is for . . .	THEN the payment is exempt for . . .
Interest and dividend payments	All exempt payees except for 9
Broker transactions	Exempt payees 1 through 13. Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker
Barter exchange transactions and patronage dividends	Exempt payees 1 through 5
Payments over $600 required to be reported and direct sales over $ 5,0001	Generally, exempt payees 1 through 72

¹ See Form 1099-MISC, Miscellaneous Income, and its instructions.

² However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, and payments for services paid by a federal executive agency.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited liability company (LLC) on page 2), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Form W-9 but do not have a TIN, write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Form W-9 (Rev. 10-2007) Page 4

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, and 5 below indicate otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). Exempt payees, see Exempt Payee on page 2.

Signature requirements. Complete the certification as indicated in 1 through 5 below.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester

	For this type of account:	Give name and SSN of:
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account1
3.	Custodian account of a minor	The minor 2
	(Uniform   Gift to Minors Act)
4.	a.   The usual revocable savings trust (grantor is also trustee)	The grantor-trustee 1
	b.   So-called trust account that is not a legal or valid trust under state law	The actual owner 1
5.	Sole proprietorship or disregarded entity owned by an individual	The owner 3
	For this type of account:	Give name and EIN of:
6.	Disregarded entity not owned by an individual	The owner
7.	A valid trust, estate, or pension trust	Legal entity 4
8.	Corporate or LLC electing corporate status on Form 8832	The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
10.	Partnership or multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

¹ List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

² Circle the minor’s name and furnish the minor’s SSN.

³ You must show your individual name and you may also enter your business or “DBA” name on the second name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

⁴ List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Form W-9 (Rev. 10-2007) Page 5

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

— Protect your SSN,

— Ensure your employer is protecting your SSN, and

— Be careful when choosing a tax preparer.

Call the IRS at 1-800-829-1040 if you think your identity has been used inappropriately for tax purposes.

Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS personal property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.consumer.gov/idtheft or 1-877-IDTHEFT(438-4338).

Visit the IRS website at www.irs.gov to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U.S. possessions to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.

You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.

EX-99.A.1.H

Exhibit (a)(1)(H)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated May 22, 2008, and the related Letter of Transmittal, and any amendments or supplements to such Offer to Purchase or Letter of Transmittal. Purchaser (as defined below) is not aware of any state where the making of the Offer is prohibited by any administrative or judicial action pursuant to any valid state statute. If Purchaser becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of the Shares pursuant thereto, Purchaser will make a good faith effort to comply with that state statute or seek to have such statute declared inapplicable to the Offer. If, after a good faith effort, Purchaser cannot do so, Purchaser will not make the Offer to, nor will tenders be accepted from or on behalf of, the holders of Shares in that state. Except as set forth above, the Offer is being made to all holders of Shares. In any jurisdiction where the securities, “blue sky” or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

Notice of Offer to Purchase for Cash

All Outstanding Shares of Common Stock

of

RADYNE CORPORATION

at

$11.50 Net Per Share

by

Comtech TA Corp.

a wholly-owned subsidiary of

Comtech Telecommunications Corp.

Comtech TA Corp., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Comtech Telecommunications Corp., a Delaware corporation (“Comtech”), is offering to purchase all outstanding shares of common stock, $.001 par value per share (“Shares”), of Radyne Corporation, a Delaware corporation (“Radyne”), at a price of $11.50 per Share, net to the seller in cash (the “Offer Price”), without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 22, 2008 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”). Tendering stockholders who have Shares registered in their names and who tender directly to Computershare Trust Company, N.A. (the “Depositary”) will not be obligated to pay brokerage fees or commissions or, except as set forth in the Letter of Transmittal, transfer taxes on the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker or bank should consult with such institution as to whether it charges any service fees or commissions.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JUNE 20, 2008, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”).

The Offer is not subject to any financing condition. The Offer is subject to the conditions, among others, that:

• there have been validly tendered in the Offer and not properly withdrawn prior to the Expiration Date that number of Shares which, together with the number of Shares, if any, then owned by Comtech and its direct and indirect wholly-owned subsidiaries, constitutes at least a majority of the then outstanding Shares on a Fully Diluted Basis (the “Minimum Condition”);

• any applicable waiting period (and any extension thereof) applicable to the Offer or the Merger under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have expired or shall have been terminated or any filings or approvals applicable to the Offer or the Merger of the competent competition authority of any member state of the European Union shall have been made or obtained prior to the Expiration Date; and

• subject to certain exceptions, there has not occurred any event, violation, inaccuracy, circumstance or development that, individually or in the aggregate, with other events, violations, inaccuracies, circumstances or developments, has or would reasonably be likely to (i) have a material adverse effect on the business, financial condition or results of operations of Radyne and its subsidiaries, taken as a whole, or (ii) prevent, impair or materially delay the ability of Radyne to perform its obligations under the Merger Agreement or consummate the transactions contemplated by the Merger Agreement.

The Offer is also subject to certain other terms and conditions. See Section 13 of the Offer to Purchase.

As used herein with respect to our ownership of Shares, “Fully Diluted Basis” shall mean after taking into account all outstanding Shares and assuming the exercise, conversion or exchange of all options, warrants, convertible or exchangeable securities and similar rights and the issuance of all Shares that Radyne is obligated to issue thereunder.

The Offer is being made in connection with the Agreement and Plan of Merger, dated as of May 10, 2008 (together with any amendments or supplements thereto, the “Merger Agreement”), among Comtech, Purchaser and Radyne, pursuant to which, after the completion of the Offer and the satisfaction or waiver of certain conditions, Purchaser will be merged with and into Radyne, and Radyne will be the surviving corporation (the “Merger”). The Merger Agreement is more fully described in the Offer to Purchase.

The Radyne board of directors has, subject to the terms and conditions set forth in the Merger Agreement, unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including each of the Offer and the Merger (collectively, the “Transactions”), are fair to, and in the best interests of, the holders of Shares, (ii) approved and declared advisable the Merger Agreement and the Transactions, and (iii) resolved to recommend that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer, and that the holders of Shares adopt the Merger Agreement and approve the Transactions to the extent required by applicable Law.

The purpose of the Offer is for Comtech and its affiliates, through Purchaser, to acquire control of, and the entire equity interest in, Radyne. Following the consummation of the Offer, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Purchaser intends to effect the Merger. No appraisal rights are available to holders of Shares in connection with the Offer.

Radyne has granted to Comtech and Purchaser an irrevocable option (the “Top-Up Option”) to purchase up to that number of newly issued Shares equal to the number of Shares (the “Top-Up Option Shares”) that, when added to the number of Shares owned by Comtech and Purchaser immediately following consummation of the Offer, will constitute one Share more than 90% of the Shares then outstanding on a Fully Diluted Basis (after giving effect to the issuance of the Top-Up Option Shares) for consideration per Top-Up Option Share equal to the Offer Price. The Top-Up Option is exercisable only after the purchase of and payment for Shares pursuant to the Offer by Comtech or Purchaser as a result of which Comtech and Purchaser own beneficially at least a majority of the outstanding Shares. The Top-Up Option is not exercisable if the number of Shares subject thereto exceeds the number of authorized Shares available for issuance.

Upon the terms and subject to the conditions of the Merger Agreement, in the event that, following consummation of the Offer, any subsequent offering period, or the exercise of the Top-Up Option, Comtech or Purchaser holds at least 90% of the outstanding Shares, each of Comtech, Purchaser and Radyne will, subject to the satisfaction or waiver of the conditions to the Merger, take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after consummation of the Offer, as a short-form merger under Section 253 of the Delaware General Corporation Law (the “DGCL”) without action of the stockholders of Radyne.

2

Subject to the provisions of the Merger Agreement and the applicable rules and regulations of the Securities and Exchange Commission (the “Commission”), Purchaser expressly reserves the right to waive any conditions to the Offer (provided that the Minimum Condition described above may be waived only with the prior written consent of Radyne), or modify the terms of the Offer. Subject to the provisions of the Merger Agreement and the applicable rules and regulations of the Commission, Purchaser reserves the right, and under certain circumstances Purchaser may be required, to extend the Offer, as described in Section 1 of the Offer to Purchase. Pursuant to Rule 14d-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Purchaser may elect to provide a subsequent offering period of between three and 20 business days upon expiration of the Offer.

Any extension, waiver or amendment of the Offer, or delay in acceptance for payment or payment, or termination of the Offer will be followed, as promptly as practicable, by public announcement thereof, such announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

For purposes of the Offer, Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered, and not properly withdrawn, prior to the Expiration Date if and when Purchaser gives oral or written notice to the Depositary of Purchaser’s acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for the purpose of receiving payments from Purchaser and transmitting such payments to the tendering stockholders. Under no circumstances will interest be paid on the purchase price for Shares, regardless of any extension of the Offer or any delay in making payment for Shares.

In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (a) certificates for such Shares or timely confirmation of the book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in Section 3 of the Offer to Purchase, (b) a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in Section 3 of the Offer to Purchase) in lieu of the Letter of Transmittal), and (c) any other documents required by the Letter of Transmittal.

Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. Thereafter, tenders of Shares are irrevocable. For a withdrawal of Shares to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase. Any such notice of withdrawal must specify the name of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the record holder of the Shares to be withdrawn, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in Section 3 of the Offer to Purchase), unless such Shares have been tendered for the account of any Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 of the Offer to Purchase, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares and must otherwise comply with DTC’s procedures. If certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, the name of the registered holder and the serial numbers shown on such certificates must also be furnished to the Depositary as aforesaid prior to the physical release of such certificates.

All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by Purchaser, in its sole discretion, which determination shall be final and binding. No withdrawal of Shares shall be deemed to have been properly made until all defects and irregularities have been cured or waived. None of Comtech, Purchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent (listed below), or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by following one of the procedures for tendering Shares described in Section 3 of the Offer to Purchase at any time prior to the Expiration Date.

The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 under the Exchange Act is contained in the Offer to Purchase and is incorporated herein by reference.

The Offer to Purchase and related Letter of Transmittal will be mailed to record holders of Shares whose names appear on Radyne’s stockholder list and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares.

3

The receipt of cash for Shares in the Offer or the Merger will be a taxable transaction for United States federal income tax purposes. It is recommended that stockholders consult with their tax advisors as to the particular tax consequences of the Offer and the Merger to them. For a more complete description of certain material U.S. federal income tax consequences of the Offer and the Merger, including matters pertinent to non-U.S. stockholders, see Section 5 of the Offer to Purchase.

The Offer to Purchase and the related Letter of Transmittal contain important information and both documents should be read carefully and in their entirety before any decision is made with respect to the Offer.

Questions and requests for assistance may be directed to the Information Agent at the address and telephone number set forth below. Requests for copies of the Offer to Purchase and the related Letter of Transmittal may be directed to the Information Agent or to brokers, dealers, commercial banks or trust companies. Such copies will be furnished promptly at Purchaser’s expense. Purchaser will not pay any fees or commissions to any broker or dealer or any other person (other than the Information Agent) for soliciting tenders of Shares pursuant to the Offer.

The Information Agent for the Offer is:

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders Call Toll-Free: (888) 750-5834

Banks and Brokers Call Collect: (212) 750-5833

May 22, 2008

4

EX-99.D.1

Exhibit (d)(1)

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

among

COMTECH TELECOMMUNICATIONS CORP.,

COMTECH TA CORP.

and

RADYNE CORPORATION

Dated as of May 10, 2008

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS
SECTION 1.01	Definitions. For purposes of this Agreement:	1
ARTICLE II THE OFFER
SECTION 2.01	The Offer	4
SECTION 2.02	Company Action	6
SECTION 2.03	Top-Up Option	7
ARTICLE III
THE MERGER
SECTION 3.01	The Merger	8
SECTION 3.02	Effective Time	8
SECTION 3.03	Effect of the Merger	8
SECTION 3.04	Certificate of Incorporation; By-laws	8
SECTION 3.05	Directors and Officers	9
SECTION 3.06	Conversion of Securities	9
SECTION 3.07	Employee Stock Options	9
SECTION 3.08	Restricted Stock Units	10
SECTION 3.09	Employee Stock Purchase Plan	10
SECTION 3.10	Dissenting Shares	10
SECTION 3.11	Surrender of Shares; Stock Transfer Books	11
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
SECTION 4.01	Organization and Qualification; Subsidiaries	13
SECTION 4.02	Certificate of Incorporation and By-laws	13
SECTION 4.03	Capitalization	13
SECTION 4.04	Relative to This Agreement Authority	14
SECTION 4.05	No Conflict; Required Filings and Consents	16
SECTION 4.06	Permits; Compliance	16
SECTION 4.07	SEC Filings; Financial Statements	17
SECTION 4.08	Financial Statements; No Undisclosed Liabilities	18
SECTION 4.09	Absence of Certain Changes or Events	18
SECTION 4.10	Absence of Litigation	19
SECTION 4.11	Employee Benefit Plans	19
SECTION 4.12	Labor Matters	21
SECTION 4.13	Offer Documents; Schedule 14D-9; Proxy Statement	21
SECTION 4.14	Property and Leases	22

i

TABLE OF CONTENTS

(continued)

		Page
SECTION 4.15	Intellectual Property	23
SECTION 4.16	Taxes	24
SECTION 4.17	Environmental Matters	26
SECTION 4.18	No Rights Agreement	26
SECTION 4.19	Material Contracts	26
SECTION 4.20	Insurance	28
SECTION 4.21	Brokers	28
SECTION 4.22	Affiliate Transactions	29
SECTION 4.23	Opinion of Financial Advisors	29
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER
SECTION 5.01	Corporate Organization	29
SECTION 5.02	Authority Relative to This Agreement	29
SECTION 5.03	No Conflict; Required Filings and Consents	30
SECTION 5.04	Financing	30
SECTION 5.05	Offer Documents; Proxy Statement	30
SECTION 5.06	Ownership of Company Capital Stock	31
ARTICLE VI
CONDUCT OF BUSINESS PENDING THE MERGER
SECTION 6.01	Conduct of Business by the Company Pending the Merger	31
ARTICLE VII
ADDITIONAL AGREEMENTS
SECTION 7.01	Stockholders’ Meeting	34
SECTION 7.02	Proxy Statement	35
SECTION 7.03	Company Board Representation; Section 14(f)	36
SECTION 7.04	Access to Information; Confidentiality	37
SECTION 7.05	Acquisition Proposals	38
SECTION 7.06	Employee Benefits Matters	41
SECTION 7.07	Directors’ and Officers’ Indemnification and Insurance	41
SECTION 7.08	Further Action; Reasonable Best Efforts	43
SECTION 7.09	Public Announcements	44
SECTION 7.10	Certain Notifications	44
ARTICLE VIII
CONDITIONS TO THE MERGER
SECTION 8.01	Conditions to the Merger	45

ii

TABLE OF CONTENTS

(continued)

		Page
ARTICLE IX
TERMINATION, AMENDMENT AND WAIVER
SECTION 9.01	Termination	45
SECTION 9.02	Effect of Termination	47
SECTION 9.03	Fees and Expenses	47
SECTION 9.04	Amendment	49
SECTION 9.05	Waiver	49
ARTICLE X
GENERAL PROVISIONS
SECTION 10.01	Non-Survival of Representations, Warranties and Agreements	49
SECTION 10.02	Notices	49
SECTION 10.03	Severability	50
SECTION 10.04	Entire Agreement; Assignment	50
SECTION 10.05	Parties in Interest	51
SECTION 10.06	Governing Law; Specific Performance	51
SECTION 10.07	Waiver of Jury Trial	51
SECTION 10.08	Headings	52
SECTION 10.09	Counterparts	52

ANNEX A	Conditions to the Offer	1
EXHIBIT A	Certificate of Incorporation	A-1
EXHIBIT B	Bylaws	B-1

iii

TABLE OF DEFINED TERMS

The following terms are defined in the section of this Agreement set forth after such term below:

Acceptable Confidentiality Agreement	SECTION 7.05(b)
accredited investor	SECTION 2.03(d)
Acquisition Proposal	SECTION 7.05(a)
Action	SECTION 4.10
Agreement	PREAMBLE
Anti-takeover Laws	SECTION 4.04(b)
Appointment Time	SECTION 7.03(a)
Blue Sky Laws	SECTION 4.05(b)
Board	RECITALS
Burdensome Condition	SECTION 7.08(d)
Certificate of Merger	SECTION 3.02
Certificates	SECTION 3.11(b)
Change in Board Recommendation	SECTION 7.05(c)
Common Parent	SECTION 4.16(k)
Company	PREAMBLE
Company 2007 Form 10-K	SECTION 4.08(b)
Company Leases	SECTION 4.14(c)
Company Stock Option	SECTION 3.07
Company Stock Option Plans	SECTION 3.07
Company Subleases	SECTION 4.14(c)
Confidentiality Agreement	SECTION 7.04(b)
covered employees	SECTION 4.11(i)
Deal Expenses	SECTION 9.03(b)
definitive material agreement	SECTION 4.19(a)
DGCL	RECITALS
Disclosure Schedule	ARTICLE IV
Dissenting Shares	SECTION 3.10(a)
Effective Time	SECTION 3.02
ERISA	SECTION 4.11(a)
ERISA Affiliate	SECTION 1.01
ESPP	SECTION 3.09
excess parachute payments	SECTION 4.11(d)
Exchange Act	SECTION 2.01(a)
Expiration Date	SECTION 2.01(b)
Fairness Opinion	SECTION 2.02(a)
Fully Diluted Basis	SECTION 1.01
GAAP	SECTION 4.07(b)
Governmental Authority	SECTION 4.05(b)
Hazardous Substances	SECTION 1.01
Indemnified Parties	SECTION 7.07(b)
Independent Directors	SECTION 7.03(c)
Insurance Policies	SECTION 4.20
Intellectual Property	SECTION 1.01
IP Contracts	SECTION 1.01

iv

TABLE OF DEFINED TERMS

(continued)

IRS	SECTION 4.11(a)
Law	SECTION 4.05(a)
Leased Property	SECTION 4.14(c)
Leases	SECTION 4.14(c)
Lien	SECTION 1.01
listed transaction	SECTION 4.16(k)
material contracts	SECTION 4.19(a)
material weakness	SECTION 4.07(c)
Material Adverse Effect	SECTION 1.01
Merger	RECITALS
Merger Consideration	SECTION 3.06(a)
Minimum Condition	ANNEX A
multiemployer plan	SECTION 4.11(f)
NASDAQ	SECTION 7.03(c)
nonqualified deferred compensation plan	SECTION 4.11(j)
Offer	RECITALS
Offer Documents	SECTION 2.01(d)
Offer to Purchase	SECTION 2.01(d)
Option Payment	SECTION 3.07
Outside Date	SECTION 9.01(b)(i)
Parent	PREAMBLE
Paying Agent	SECTION 3.11(a)
Per Share Amount	RECITALS
Permits	SECTION 4.06
Permitted Lien	SECTION 1.01
Personal Property	SECTION 4.14(a)
Plans	SECTION 4.11(a)
Proxy Statement	SECTION 4.13
Purchaser	PREAMBLE
reportable transaction	SECTION 4.16(k)
Restraints	SECTION 8.01(b)
Restricted Stock Unit	SECTION 3.08
Restricted Stock Unit Payment	SECTION 3.08
Sarbanes Oxley	SECTION 4.07(d)
Schedule 14D-9	SECTION 2.02(b)
Schedule TO	SECTION 2.01(d)
SEC	SECTION 2.01(b)
SEC Reports	SECTION 4.07(a)
SEC Staff	SECTION 2.01(b)
Securities Act	SECTION 4.07(a)
Shares	RECITALS
significant deficiency	SECTION 4.07(c)
Stockholders’ Meeting	SECTION 7.01(a)
Superior Proposal	SECTION 7.05(h)
Surviving Corporation	SECTION 3.03
Taxes	SECTION 1.01

v

TABLE OF DEFINED TERMS

(continued)

Tax Return	SECTION 1.01
Tax shelter	SECTION 4.16(k)
Tender Offer Conditions	SECTION 2.01(a)
Termination Fee	SECTION 9.03(b)
Top-Up Option	SECTION 2.03(a)
Top-Up Option Shares	SECTION 2.03(a)
Transactions	SECTION 2.02(a)

vi

AGREEMENT AND PLAN OF MERGER

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”).

WHEREAS, the Boards of Directors of Parent, Purchaser and the Company have each determined that it is in the best interests of their respective stockholders for Parent to acquire the Company upon the terms and subject to the conditions set forth herein;

WHEREAS, in furtherance of such acquisition, it is proposed that Purchaser shall make a cash tender offer to acquire all the issued and outstanding shares of common stock, par value $0.001 per share, of the Company (“Shares”) for $11.50 per Share (such amount, or any greater amount per Share paid pursuant to the Offer, being the “Per Share Amount”), net to the seller in cash (the “Offer”), upon the terms and subject to the conditions of this Agreement and the Offer;

WHEREAS, the Board of Directors of the Company (the “Board”) has unanimously approved the making of the Offer and resolved to recommend that holders of Shares tender their Shares pursuant to the Offer; and

WHEREAS, also in furtherance of such acquisition, the Boards of Directors of Parent, Purchaser and the Company have each approved this Agreement and declared its advisability and approved the merger (the “Merger”) of Purchaser with and into the Company in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), following the consummation of the Offer and upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Parent, Purchaser and the Company hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01 Definitions. For purposes of this Agreement:

“affiliate” of a specified person means a person who directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person.

“beneficial owner”, with respect to any Shares, has the meaning ascribed to such term under Rule 13d-3(a) of the Exchange Act.

“business day” means any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings, or, in the case of determining a date when any payment is due, any day (other than a Saturday or Sunday) on which banks are not required or authorized to close in the city of Phoenix, Arizona.

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“code” means the Internal Revenue Code of 1986, as amended.

“control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, as trustee or executor, by contract or credit arrangement or otherwise.

“Environmental Laws” means any federal, state, local, or foreign law, regulation, ordinance, code, decree, applicable judgment, common law standard, or other enforceable requirement of Governmental Authorities relating to (i) releases of Hazardous Substances; (ii) the manufacture, handling, transport, use, treatment, storage or disposal of Hazardous Substances; or (iii) pollution or protection of the environment.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Company or any Subsidiary and which, together with the Company or any Subsidiary, is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“Fully Diluted Basis” means after taking into account all outstanding Shares and assuming the exercise, conversion or exchange of all options, warrants, convertible or exchangeable securities and similar rights and the issuance of all Shares that the Company is obligated to issue thereunder.

“Hazardous Substances” means (i) those substances regulated under the United States Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Clean Water Act and the Clean Air Act; (ii) petroleum and petroleum products; and (iii) any other substance, chemical, pollutant, contaminant or other material regulated by any Governmental Authority pursuant to any Environmental Law.

“Intellectual Property” means all intellectual property rights of any kind or nature, including all United States, non-United States and international (i) patents, patent applications and statutory invention registrations, (ii) trademarks, service marks, domain names, trade dress, logos, slogans, trade names, corporate names and other source identifiers, and registrations and applications for registration thereof, (iii) copyrightable works, copyrights, and registrations and applications for registration thereof, (iv) rights in computer software and related technology, and (v) confidential and proprietary information, including trade secrets, know-how, inventions, proprietary processes, formulae, models, and methodologies.

“IP Contracts” has the meaning set forth in Section 4.15(b).

“knowledge of the Company” means, with respect to any matter in question, the actual knowledge of the individuals set forth on Section 1.01 of the Disclosure Schedule.

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“Lien” means any mortgage, pledge, lien, hypothecation, charge, security interest, easement, covenant, encroachment, right of way or other encumbrance or defect to title, or any option, right of first refusal, right of first offer or other adverse claim.

“Material Adverse Effect” means, with respect to the Company, any event, violation, inaccuracy, circumstance or development that, individually or in the aggregate, with other events, violations, inaccuracies, circumstances or developments, has or would reasonably be likely to (i) have a material adverse effect on the business, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole, or (ii) prevent, impair or materially delay the ability of the Company to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement, except to the extent that such event, violation, inaccuracy, circumstance or development results, alone or in combination, from the following, none of which shall be taken into account in determining whether any such Material Adverse Effect has occurred: (A) general economic, market or political conditions, or acts of war, terrorism or sabotage, natural disasters, acts of God or comparable events, in each case except to the extent that the same disproportionately affect the Company and the Subsidiaries, taken as a whole, as compared to other companies in the industries or industry sectors in which the Company and the Subsidiaries operate; (B) conditions affecting the industries or industry sectors in which the Company and the Subsidiaries operate, except to the extent that the same disproportionately affect the Company and the Subsidiaries, taken as a whole, as compared to other companies in the industries or industry sectors in which the Company and the Subsidiaries operate; (C) changes arising out of the announcement, pendency or consummation of the Offer, the Merger, this Agreement or any of the transactions contemplated hereby, including, without limitation, (1) any actions of competitors, (2) any actions taken by or losses of employees or (3) any delays or cancellations of orders for products or services; (D) changes in the market price or trading volume of the Company’s common stock (provided, that the underlying causes of such changes shall not be excluded pursuant to this clause (D)); (E) changes in legal requirements or GAAP, except to the extent that the same disproportionately affect the Company and its Subsidiaries, taken as a whole, as compared to other companies affected by the changes in legal requirements or GAAP; (F) any failure of the Company to meet internal projections or analysts’ expectations for any period ending after the date of this Agreement (provided, that the underlying causes of such failure shall not be excluded pursuant to this clause (F)); or (G) changes resulting from any action taken pursuant to or in accordance with this Agreement or at the request of Parent.

“Permitted Lien” means any (A) statutory Lien for current Taxes and assessments not yet past due or delinquent, (B) inchoate mechanics’ and materialmen’s Liens for construction in progress, (C) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business for sums not yet due and payable, and (D) all matters of record, Liens and other imperfections of title and encumbrances that do not, individually or in the aggregate, have a Material Adverse Effect.

“person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including, without limitation, a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government.

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“subsidiary” or “subsidiaries” of the Company, the Surviving Corporation (as defined herein), Parent or any other person means an affiliate controlled by such person, directly or indirectly, through one or more intermediaries.

“Taxes” means any and all taxes, fees, levies, duties, tariffs, imposts and other similar charges of any kind imposed by any Governmental Authority, including, without limitation (A) all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, estimated, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto, (B) any liability for payment of amounts described in clause (A) whether as a result of transferee liability, of being a member of an affiliated, consolidated, combined or unitary group for any period, or otherwise through operation of Law, and (C) any liability for the payment of amounts described in clauses (A) or (B) as a result of any tax sharing, tax indemnity or tax allocation agreement or any other express or implied agreement to indemnify any other person; and

“Tax Return” means any report, return, document, declaration or other information or filing (including elections, declarations, disclosures, schedules, estimates and information returns (including Form 1099 and partnership returns filed on Form 1065)) required to be supplied to any taxing authority or jurisdiction (foreign or domestic) with respect to Taxes.

ARTICLE II

THE OFFER

SECTION 2.01 The Offer.

(a) Provided that this Agreement shall not have been terminated in accordance with Section 9.01 and that none of the events or conditions set forth in Annex A shall have occurred and be existing and shall not have been waived by Parent (the conditions set forth in Annex A, the “Tender Offer Conditions”), Purchaser shall commence (within the meaning of Rule 14d-2 under the U.S. Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”)) the Offer as promptly as practicable and in any event within ten (10) business days after the date hereof. The obligation of Purchaser to accept for payment Shares validly tendered pursuant to the Offer and to pay the Per Share Amount for each such tendered and not subsequently withdrawn Share shall be subject only to the Tender Offer Conditions. Purchaser expressly reserves the right to waive any such condition, to increase the Per Share Amount payable in the Offer, and to make any other changes to the terms and conditions of the Offer; provided, however, that without the prior written consent of the Company (i) the Minimum Condition (as defined in Annex A) may not be waived and (ii) no change may be made that (A) changes the form of consideration to be paid pursuant to the Offer, (B) decreases the Per Share Amount payable in the Offer, (C) reduces the maximum number of Shares to be purchased in the Offer, (D) imposes conditions to the Offer in addition to those set forth in Annex A hereto, or (E) amends the conditions set forth in Annex A hereto in any manner materially adverse to the holders of Shares.

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(b) Subject to the terms and conditions thereof, the Offer shall remain open until midnight, New York City time, at the end of the twentieth (20th) business day after the date that the Offer is commenced (the “Expiration Date”), unless Purchaser shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, this Section 2.01(b) or as may be required by applicable Law, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire. Unless this Agreement or the Offer is terminated in accordance with its terms, Purchaser shall extend the Offer from time to time: (i) if the Minimum Condition is not satisfied on or before the Expiration Date; (ii) if any of the conditions of the Offer set forth in clause (ii) of the second paragraph of the Tender Offer Conditions are not satisfied on or before the Expiration Date; (iii) if the condition set forth in clause (d) of Annex A is not satisfied and is the sole condition remaining unsatisfied and the Company is using its reasonable best efforts to satisfy such condition; or (iv) if any applicable Law, rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff of the SEC (the “SEC Staff”) thereof applicable to the Offer requires such extension. Purchaser shall extend the Offer for up to five (5) business days after the satisfaction or waiver of the conditions set forth in clauses (i), (ii) or (iii) in the immediately preceding sentence, or for such period as may be required by any applicable Law, rule, regulation, interpretation or position set forth with respect to the condition in clause (iv) in the immediately preceding sentence; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Unless this Agreement or the Offer is terminated in accordance with its terms, Purchaser may in its sole election extend the Offer from time to time if any of the Tender Offer Conditions, other than the conditions set forth in the second sentence of this Section 2.01(b), are not satisfied or waived on or before the Expiration Date. If all of the Tender Offer Conditions are satisfied, but the number of Shares that have been validly tendered and not withdrawn in the Offer, together with any Shares then owned by Parent is less than 90% of the outstanding Shares on a Fully Diluted Basis, Purchaser may, in its sole discretion, and subject to the first sentence of subsection (c), commence a subsequent offering period (as provided in Rule 14d-11 under the Exchange Act) for three to 20 business days to acquire additional outstanding Shares.

(c) Subject to the terms and conditions set forth in this Agreement and to the satisfaction or waiver of the Tender Offer Conditions, Purchaser shall, and Parent shall cause it to, promptly after the Expiration Date, accept for payment and pay for (after giving effect to any required withholding Tax) all Shares that have been validly tendered and not withdrawn pursuant to the Offer. If Purchaser shall commence a subsequent offering period in connection with the Offer, Purchaser shall accept for payment and pay for (after giving effect to any required withholding Tax) all additional Shares validly tendered during such subsequent offering period.

(d) As promptly as reasonably practicable on the date of commencement of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and forms of the related letter of transmittal and forms of notice of guaranteed delivery and any related summary advertisement (the Schedule TO, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”). Each of Parent, Purchaser and the Company agrees to correct promptly any information provided by it for use in the Offer Documents if and

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to the extent that it shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of Shares, in each case as and to the extent required by applicable Law. The Company shall promptly furnish to Parent and Purchaser all information concerning the Company that is required or reasonably requested by Parent or Purchaser in connection with the obligations relating to the Offer Documents contained in this Section 2.01(d). Parent and Purchaser shall give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to such documents being filed with the SEC or disseminated to holders of Shares. Parent and Purchaser shall provide the Company and its counsel with any comments that Parent, Purchaser or their counsel may receive from the SEC or the SEC Staff with respect to the Offer Documents promptly after the receipt of such comments and shall provide the Company and its counsel with a reasonable opportunity to participate in the response of Parent or Purchaser to such comments.

SECTION 2.02 Company Action.

(a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board, at a meeting duly called and held on May 8, 2008, has, subject to the terms and conditions set forth in this Agreement, unanimously (i) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger (collectively, the “Transactions”), are fair to, and in the best interests of, the holders of Shares, (ii) approved and declared advisable this Agreement and the Transactions (such approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof), and (iii) resolved to recommend that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer, and that the holders of Shares adopt this Agreement and approve the Transactions to the extent required by applicable Law. The Company further represents that Needham & Company, LLC has delivered to the Board a written opinion that, as of the date of this Agreement, the consideration to be received by the holders of Shares pursuant to each of the Offer and the Merger is fair to the holders of Shares from a financial point of view (the “Fairness Opinion”). The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in this Section 2.02(a).

(b) As promptly as reasonably practicable on the date of commencement of the Offer, the Company shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the “Schedule 14D-9”) containing, subject to Section 7.05(c), the Fairness Opinion and the recommendation of the Board described in Section 2.02 (a), and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act, and any other applicable Law. The Company will use its reasonable best efforts to cause the Schedule 14D-9 to comply in all material respects with the applicable requirements under Law. Each of the Company, Parent and Purchaser agrees to correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable Law. The Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Schedule 14D-9 prior to such

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document being filed with the SEC or disseminated to holders of Shares. The Company shall provide Parent and its counsel with any comments that the Company or its counsel may receive from the SEC or the SEC Staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and shall provide Parent and its counsel with a reasonable opportunity to participate in the response of the Company to such comments.

(c) The Company shall promptly furnish Purchaser with mailing labels containing the names and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Company shall furnish Parent and Purchaser with such additional information, including, without limitation, updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance in disseminating the Offer Documents to holders of Shares as Parent or Purchaser may reasonably request. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Purchaser shall hold in confidence the information contained in such labels, listings and files, shall use such information only in connection with the Transactions, and, if this Agreement shall be terminated in accordance with Article IX, shall deliver to the Company all copies of such information then in their possession.

SECTION 2.03 Top-Up Option.

(a) The Company hereby grants to Parent and Purchaser an irrevocable option (the “Top-Up Option”) to purchase up to that number of newly issued Shares (the “Top-Up Option Shares”) equal to the number of Shares that, when added to the number of Shares owned by Parent and Purchaser immediately following consummation of the Offer, shall constitute one Share more than 90% of the Shares then outstanding on a Fully Diluted Basis (after giving effect to the issuance of the Top-Up Option Shares) for consideration per Top-Up Option Share equal to the Per Share Amount.

(b) The Top-Up Option shall be exercisable only after the purchase of and payment for Shares pursuant to the Offer by Parent or Purchaser as a result of which Parent and Purchaser own beneficially at least a majority of the outstanding Shares. The Top-Up Option shall not be exercisable if the number of Shares subject thereto exceeds the number of authorized Shares available for issuance.

(c) In the event that Parent or Purchaser wish to exercise the Top-Up Option, Purchaser shall give the Company one day’s prior written notice specifying the number of Shares that are or will be owned by Parent and Purchaser immediately following consummation of the Offer and specifying a place and a time for the closing of the purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Purchaser specifying the number of Top-Up Option Shares. At the closing of the purchase of the Top-Up Option Shares, the portion of the purchase price owing upon exercise of the Top-Up Option that equals the product of (i) the number of Shares purchased pursuant to the Top-Up Option, multiplied by (ii) the Per Share Amount, shall be paid to the Company, at the election of Parent and Purchaser, in cash (by wire transfer or cashier’s check) or by delivery of a promissory note having full recourse to Parent.

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(d) Parent and Purchaser acknowledge that the Top-Up Option Shares that Purchaser may acquire pursuant to the Top-Up Option will not be registered under the Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Parent and Purchaser represent and warrant to the Company that Purchaser is, or will be upon the purchase of the Top-Up Options Shares, an “accredited investor,” as defined in Rule 501 of Regulation D under the Securities Act. Purchaser agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Purchaser for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act).

ARTICLE III

THE MERGER

SECTION 3.01 The Merger. Upon the terms and subject to the conditions set forth in Article VIII, and in accordance with the DGCL, at the Effective Time (as defined in Section 3.02), Purchaser shall be merged with and into the Company.

SECTION 3.02 Effective Time. As promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article VIII, the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger (in either case, the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of such filing of the Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”).

SECTION 3.03 Effect of the Merger. As a result of the Merger, the separate corporate existence of Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of the Company and Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

SECTION 3.04 Certificate of Incorporation; By-laws.

(a) At the Effective Time, the Certificate of Incorporation of the Company shall be amended so as to read in the form of Exhibit A hereto and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Law and such Certificate of Incorporation.

(b) At the Effective Time, the By-laws of the Company shall be amended so as to read in the form of Exhibit B hereto and, as so amended, shall be the By-laws of the Surviving Corporation until thereafter amended as provided by Law, the Certificate of Incorporation of the Surviving Corporation and such By-laws.

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SECTION 3.05 Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal.

SECTION 3.06 Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holders of any of the following securities:

(a) Each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be canceled pursuant to Section 3.06(b) and any Dissenting Shares (as hereinafter defined)) shall be canceled and shall be converted automatically into the right to receive an amount equal to the Per Share Amount (the “Merger Consideration”) payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 3.10, of the Certificate that formerly evidenced such Share;

(b) Each Share held in the treasury of the Company and each Share owned by Purchaser, Parent or any direct or indirect wholly-owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and

(c) Each share of common stock, par value $.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation.

SECTION 3.07 Employee Stock Options. Effective as of the Effective Time, the Company shall take all necessary action, including obtaining the consent of the individual option holders, if necessary, to (i) terminate the Company’s 1996 Stock Option Plan, 2000 Long-Term Incentive Plan, and 2007 Stock Incentive Plan, each as amended through the date of this Agreement (the “Company Stock Option Plans”), (ii) provide that each outstanding option to purchase shares of Company common stock granted under the Company Stock Option Plans (each, a “Company Stock Option”) that is outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested or exercisable, shall become fully vested and exercisable as of the Effective Time, and (iii) cancel as of the Effective Time each Company Stock Option that is outstanding and unexercised at the Effective Time. Each holder of a Company Stock Option that is outstanding and unexercised at the Effective Time and that has an exercise price per Share that is less than the Merger Consideration shall be entitled (subject to the provisions of this Section 3.07) to be paid by the Surviving Corporation immediately after the Effective Time, in exchange for the cancellation of such Company Stock Option, an amount in cash (subject to any applicable withholding taxes) with respect to each Share subject to the Company Stock Option equal to the excess, if any, of the Merger Consideration over the

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applicable per share exercise price of such Company Stock Option (the “Option Payment”). Any such payment shall be subject to all applicable federal, state and local tax withholding requirements. The Company shall take all necessary action to approve the disposition of the Company Stock Options in connection with the transactions contemplated by this Agreement to the extent necessary to exempt such dispositions under Rule 16b-3 of the Exchange Act. Prior to the Effective Time, Parent shall cause to be wired to an account designated by the Company an amount sufficient to enable the Company to make the payments required pursuant to this Section 3.07.

SECTION 3.08 Restricted Stock Units. Effective as of the Effective Time, the Company shall take all necessary action, including obtaining the consent of the individual restricted stock unit holders, if necessary, to (i) provide that each outstanding restricted stock unit granted under the Company Stock Option Plans (each, a “Restricted Stock Unit”) that is outstanding as of immediately prior to the Effective Time, whether or not vested, shall become fully vested as of the Effective Time, and (ii) cancel as of the Effective Time each Restricted Stock Unit that is outstanding at the Effective Time. Each holder of a Restricted Stock Unit that is outstanding at the Effective Time shall be entitled (subject to the provisions of this Section 3.08) to be paid by the Surviving Corporation immediately after the Effective Time, in exchange for the cancellation of such Restricted Stock Unit, an amount in cash (subject to any applicable withholding taxes) with respect to each Share subject to the Restricted Stock Unit equal to the Merger Consideration (the “Restricted Stock Unit Payment”). Any such payment shall be subject to all applicable federal, state and local tax withholding requirements. The Company shall take all necessary action to approve the disposition of the Restricted Stock Units in connection with the transactions contemplated by this Agreement to the extent necessary to exempt such dispositions under Rule 16b-3 of the Exchange Act. Prior to the Effective Time, Parent shall cause to be wired to an account designated by the Company an amount sufficient to enable the Company to make the payments required pursuant to this Section 3.08.

SECTION 3.09 Employee Stock Purchase Plan. The Company shall take all actions necessary to suspend any pending Purchase Period (as such term is defined in the Company’s 1999 Employee Stock Purchase Plan ( as amended through the date of this Agreement, the “ESPP”)) as of the date hereof. As of the Effective Time, conditioned upon the consummation of the Merger, the Company shall take all actions necessary to terminate the ESPP. Upon the termination of the ESPP, all amounts in the Stock Purchase Accounts (as such term is defined in the ESPP) as of the Effective Time shall be returned to such participants as soon as reasonably practicable.

SECTION 3.10 Dissenting Shares.

(a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that Dissenting Shares held by stockholders who shall have failed to

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perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.11, of the Certificate or Certificates that formerly evidenced such Shares.

(b) The Company shall give Parent and Purchaser (i) prompt notice of any demand for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

SECTION 3.11 Surrender of Shares; Stock Transfer Books.

(a) Prior to the Effective Time, Purchaser shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the holders of Shares and Company Stock Options to receive the funds to which holders of Shares and Company Stock Options shall become entitled pursuant to Section 3.06(a) and Section 3.07, respectively. Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation; provided, that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $500 million (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise).

(b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 3.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be canceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment equal to the Merger Consideration is to be made to a person other than the person in whose name the surrendered certificate formerly evidencing Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of

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the payment of the Merger Consideration to a person other than the registered holder of the certificate surrendered, or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. If any holder of Shares is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Surviving Corporation. Each of Parent, Purchaser, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of Shares such amount as it is required to deduct and withhold with respect to the making of such payment under the Code or any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made.

(c) At any time following the ninth (9^th ) month after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a public official pursuant to any abandoned property, escheat or other similar law.

(d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable Law.

(e) All amounts payable by the Surviving Company in respect of Option Payments and Restricted Stock Unit Payments shall be paid as provided in Sections 3.07 and 3.08, respectively, above.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except (A) as set forth in the Disclosure Schedule that has been prepared by the Company and delivered by the Company to Parent and Purchaser in connection with the execution and delivery of this Agreement (the “Disclosure Schedule”) (which Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections of this Article IV, and any information disclosed in any such section of the Disclosure Schedule shall be deemed to be disclosed only for purposes of the corresponding section of this Article IV, unless it is readily apparent that the disclosure contained in such section of the Disclosure Schedule contains enough information regarding the subject matter of other representations and warranties contained in this Article IV as to clearly qualify or otherwise clearly apply to such

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other representations and warranties) or (B) as disclosed in the SEC Reports (as defined below) filed after January 1, 2007 and prior to the date of this Agreement, other than any disclosure set forth in (x) any document incorporated by reference in any such SEC Report and (y) any “risk factors” section or in any section relating to “forward looking” statements, in each case of such SEC Report, except to the extent that the applicability of such disclosure to a section is readily apparent from such disclosure, the Company hereby represents and warrants to Parent and Purchaser that:

SECTION 4.01 Organization and Qualification; Subsidiaries.

(a) Each of the Company and each subsidiary of the Company (each a “Subsidiary”) is an entity duly incorporated, organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and has the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power and authority would not, individually or in the aggregate, have a Material Adverse Effect. The Company and each Subsidiary is duly qualified or licensed as a foreign entity to do business, and is in good standing, in each jurisdiction where the character of the properties and assets owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified, licensed or in good standing that would not, individually or in the aggregate, have a Material Adverse Effect.

(b) A true, correct and complete list of each Subsidiary, together with the jurisdiction of incorporation of each Subsidiary and the percentage of the outstanding capital stock of each Subsidiary owned by the Company and each other Subsidiary, is set forth in Section 4.01(b) of the Disclosure Schedule. Except as disclosed in Section 4.01(b) of the Disclosure Schedule, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exercisable or exchangeable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity.

SECTION 4.02 Certificate of Incorporation and By-laws. The Company has heretofore made available to Parent a true, complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation, By-laws or equivalent organizational documents are in full force and effect. Neither the Company nor any Subsidiary is in violation of any of the provisions of its Certificate of Incorporation, By-laws or equivalent organizational documents, except, in the case of any Subsidiary, for violations that would not have a Material Adverse Effect.

SECTION 4.03 Capitalization.

(a) The authorized capital stock of the Company consists of 50,000,000 Shares. As of May 1, 2008, (i) 18,808,528 Shares were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) no Shares are held in the treasury of the Company, and (iii) 3,790,844 Shares are reserved for future issuance pursuant to

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Company Stock Options or stock incentive rights granted pursuant to the Company Stock Option Plans. Except as set forth in this Section 4.03, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any Subsidiary to issue, deliver or sell any shares of capital stock of, or other equity interests in, the Company or any Subsidiary. All Shares subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no material outstanding contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any Shares or any capital stock of any Subsidiary or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary or any other person.

(b) Each outstanding share of capital stock of, or other equity interest in, each Subsidiary is duly authorized, validly issued, fully paid and nonassessable, and each such share, or other equity interest in, is owned by the Company or another Subsidiary free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company’s or any Subsidiary’s voting rights, charges and other encumbrances of any nature whatsoever.

(c) The Company has delivered to Parent a correct and complete list as of the date set forth in Section 4.03(c) of the Disclosure Schedule of each option and restricted stock unit outstanding immediately prior to the Effective Time (whether or not then vested or exercisable) to purchase Shares issued under any Company Stock Option Plan, which list includes the holder, date of grant, exercise price (if applicable), number of Shares subject thereto, the Company Stock Option Plan under which such option or restricted stock unit, as applicable, was granted and, with respect to any option, whether the option is vested and exercisable and with respect to any restricted stock unit, whether the restricted stock unit is vested.

SECTION 4.04 Relative to This Agreement Authority.

(a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the adoption of this Agreement by the holders of a majority of the then-outstanding Shares, if and to the extent required by applicable Law, and the filing and recordation of the Certificate of Merger and other documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Purchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity).

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(b) Assuming the accuracy of the representations set forth in Section 5.06, the Company has taken all appropriate actions so that the restrictions on business combinations contained in each “fair price”, “moratorium”, “control share acquisition”, “business combination” or other similar anti-takeover statute or regulation enacted under Delaware law applicable to the Company (the “Anti-takeover Laws”), including without limitation Section 203 of the DGCL, will not apply with respect to or as a result of this Agreement and the transactions contemplated hereby, including the Merger, without any further action on the part of the stockholders of the Company or the Board. True, correct and complete copies of all resolutions of the Board reflecting such actions have been previously provided to Parent. Other than Section 203 of the DGCL, no Anti-takeover Law is applicable to, or purports to be applicable to, the Merger or the other transactions contemplated by this Agreement.

(c) The Board, at a meeting duly called and held and at which all directors were present, has (i) unanimously approved and declared advisable this Agreement, including the Merger and the Transactions contemplated hereby, (ii) determined that this Agreement and the Transactions contemplated hereby are fair to, and in the best interests of, the holders of Shares, and (ii) approved the making of the Offer and resolved to recommend that stockholders of the Company adopt this Agreement and that such matter be submitted for consideration at the Stockholders’ Meeting.

(d) The Board has duly and validly approved and taken all corporate action required to be taken by the Board to grant the Top-Up Option and to issue the Top-Up Option Shares upon the exercise thereof. True, correct and complete copies of all resolutions of the Board reflecting such actions have been previously provided to Parent. Assuming that the authorizations, consents and approvals referred to in Section 4.05(b) and the filings referred to in Section 4.05(b) are timely made, none of the grant of the Top-Up Option by the Company, the exercise thereof by Parent and Purchaser or the issuance and sale of the Top-Up Option Shares to Parent and Purchaser in respect of such exercise, in each case, subject to and in accordance with Section 2.03, will conflict with, or result in a violation or breach of, any provision of applicable Laws or any judgment, injunction, order or decree of any Governmental Authority, or require any action, consent, approval, authorization or permit of, action by, or filing with or notification to, any Governmental Authority.

(e) A compensation committee or a committee of the Board that performs functions similar to a compensation committee has duly and validly approved and taken all corporate action required to be taken by the Board to (i) defer the annual non-management director option grants, (ii) to grant the bonuses to non-management directors at the December 2007 Board meeting in accordance with Rule 14d-10 of the Exchange Act and (iii) except as set forth in Section 4.04(e) of the Disclosure Schedule, to cause management’s employment or change in control agreements to comply with Section 409A of the Code. True, correct and complete copies of all resolutions of the committee reflecting such actions have been previously provided to Parent.

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(f) The affirmative vote (in person or represented by proxy) at the Stockholders’ Meeting, or at any adjournment or postponement thereof, of a majority of the votes entitled to be cast by the holders of outstanding Shares in favor of the adoption of this Agreement, is (unless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated by Section 7.01(b)) the only vote or approval of the holders of any class or series of capital stock of the Company or any Subsidiary necessary to adopt this Agreement.

SECTION 4.05 No Conflict; Required Filings and Consents.

(a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement and the consummation of the Transactions by the Company will not, (i) conflict with, violate or result in any breach of the Certificate of Incorporation or By-laws or any equivalent organizational documents of the Company or any Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 4.05(b) and the approval of the holders of the Shares described in Section 4.04(f) have been obtained and that all filings and other actions described in Section 4.05(b) have been made or taken, conflict with or violate or result in any breach of any federal or state statute, law, regulation, judgment or decree (a “Law”) applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, have a Material Adverse Effect.

(b) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and consummation of the Transactions will not, require any consent, approval, waiver authorization or permit of, or filing with or notification to, any United States federal, state or foreign government, regulatory authority, or any court, tribunal or judicial body (a “Governmental Authority”), except for (i) applicable requirements, if any, of the Exchange Act, the NASDAQ rules, state securities or “blue sky” laws (“Blue Sky Laws”) and state takeover laws, (ii) the pre-merger notification requirements of the HSR Act, and filings under foreign competition laws, (iii) the filing and recordation of the Certificate of Merger and other documents as required by the DGCL, and (iv) where the failure to obtain such consents, approvals, waivers authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, have a Material Adverse Effect.

SECTION 4.06 Permits; Compliance. Each of the Company and the Subsidiaries is in possession of all material licenses, permits certificates, and approvals of any Governmental Authority necessary for each of the Company or the Subsidiaries to own, lease and operate its properties and assets or to carry on its business as it is now being conducted (the “Permits”). As of the date of this Agreement, no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened. Neither the Company nor any Subsidiary is in

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conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected or (b) any contract, Permit or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, have a Material Adverse Effect.

SECTION 4.07 SEC Filings; Financial Statements.

(a) The Company has timely filed all forms, reports and documents required to be filed by it with the SEC since December 31, 2005 (the “SEC Reports”). No Subsidiary is required to file any report, proxy statement, registration statement, form, schedule or other document with the SEC. The SEC Reports (i) were prepared in accordance with either the requirements of the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the “Securities Act”), or the Exchange Act, as the case may be, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

(b) The Company has devised and maintains a system of internal accounting controls (within the meaning of Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles (“GAAP”). The Company (i) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that information material to the Company and the Subsidiaries, taken as a whole, relating to it and any Subsidiary is made known to the management of the Company by others within the Company or any Subsidiary as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the SEC Reports and (ii) has disclosed, based upon the Company’s most recent evaluation, to its auditors and the audit committee of the Board (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data and have disclosed to its auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. The Company has provided to Parent copies of any such disclosure set forth in clause (1) or clause (2) of the preceding sentence.

(c) Neither the Company nor any Subsidiary nor the chief executive officer or the chief financial officer of the Company or any Subsidiary is aware of, and neither the Board nor the board of directors of any Subsidiary nor, to the knowledge of the Company, the Company’s auditors or the auditors of any Subsidiary has been advised of (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s internal controls over its consolidated financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over its consolidated financial reporting.

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(d) The Company and each of its officers and directors are in compliance with, and has complied with, in each case in all material respects, the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated under such act and the Exchange Act (collectively, “Sarbanes Oxley”) and the rules and regulations of the NASDAQ that are applicable to the Company. The Company’s auditors and Chief Executive Officer and Chief Financial Officer have given all certifications, attestations and reports required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley.

SECTION 4.08 Financial Statements; No Undisclosed Liabilities.

(a) The audited consolidated financial statements of the Company (including any related notes thereto) included in the SEC Reports complied, as of their respective dates, with applicable accounting requirements, were prepared in accordance with GAAP as in effect on the dates of such financial statements, applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries at the respective dates thereof and the consolidated statements of operations and cash flows for the periods indicated therein. The unaudited consolidated financial statements of the Company (including any related notes thereto) for all interim periods included in the SEC Reports complied, as of their respective dates, with applicable accounting requirements, have been prepared in accordance with GAAP as in effect on the dates of such financial statements, applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries at of the respective dates thereof and the consolidated statements of operations and cash flows for the periods indicated therein (subject to normal period-end adjustments).

(b) Except (i) as set forth, reflected or reserved against in the consolidated balance sheet (including the notes thereto) of the Company included in the Company’s Form 10-K for the 2007 calendar year, as amended, (the “Company 2007 Form 10-K”) or (ii) for liabilities and obligations incurred since December 31, 2007 in the ordinary course of business consistent with past practice, neither the Company nor any Subsidiary has any liabilities or obligations of any nature (whether known or unknown, accrued, absolute, contingent or otherwise and whether due or to become due) except for such liabilities and obligations which would not, individually or in the aggregate, reasonably be expected to be material to the Company and the Subsidiaries, taken as a whole.

SECTION 4.09 Absence of Certain Changes or Events. Since December 31, 2007, except as contemplated by this Agreement, (a) the Company and the Subsidiaries have conducted their respective businesses in the ordinary course consistent with past practice, (b) since such date there has not been any change, event, fact, occurrence, effect or development (including the incurrence of liabilities of any nature) which, (i) individually or in the aggregate, has had or would have a Material Adverse Effect or (ii) would, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance of this Agreement by the Company

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or the consummation of the Transactions, and (c) none of the Company or any Subsidiary has taken any action that, if taken after the date of this Agreement, would require the consent of Parent under Section 6.01.

SECTION 4.10 Absence of Litigation. Section 4.10 of the Disclosure Schedule, sets forth any litigation, action or proceeding (an “Action”) pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary, any employee benefit plan, any present or former officer or director of the Company or any Subsidiary in their respective capacities as such, or any property or asset of the Company or any Subsidiary, before any Governmental Authority. Neither the Company nor any Subsidiary nor any property or asset of the Company or any Subsidiary is subject to any continuing order of, or consent decree, settlement agreement or similar written agreement with, any Governmental Authority, or any order, judgment, injunction or decree of any Governmental Authority. No investigation or inquiry by any Governmental Authority with respect to the Company or any Subsidiary is pending or, to the knowledge of the Company, threatened, in each case with respect to any alleged or claimed violation of Law applicable to the Company or any Subsidiary, or by which any property or asset of the Company or any Subsidiary is bound or affected.

SECTION 4.11 Employee Benefit Plans.

(a) Section 4.11(a)(i) of the Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance or other contracts or agreements to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Subsidiary, (ii) each employee benefit plan for which the Company or any Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Subsidiary could incur liability under Section 4212(c) of ERISA, and (iv) any contracts, arrangements or understandings between the Company or any Subsidiary and any current or former employee of the Company or any Subsidiary, including, without limitation, any contracts, arrangements or understandings relating to a sale of or similar transaction involving the Company or any Subsidiary (collectively, the “Plans”). Except as set forth on Section 4.11(a)(ii) of the Disclosure Schedule, the Company has provided or made available to Parent a true and complete copy (or if such Plan is not contained in a written document, a description thereof) of (A) such Plans, including all amendments thereto, and (B) the most recent summary plan description for each Plan, if any, (C) the two most recent annual reports (Form 5500) filed with the Internal Revenue Service (the “IRS”), if any, (D) the most recently received IRS determination letter, if any, relating to a Plan, and (E) the most recently prepared actuarial report or financial statement, if any, relating to a Plan. All items listed on Section 4.11(a)(ii) of the Disclosure Schedule will be provided or made available to Parent as soon as reasonably practicable following the date hereof.

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(b) Each Plan has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws, including, without limitation, ERISA and the Code. No Action is pending or, to the knowledge of the Company, threatened with respect to any Plan (other than claims for benefits in the ordinary course) that would be expended to result in a material liability.

(c) Each Plan that is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code has received a favorable determination letter from the IRS and each trust established in connection with any Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and no fact or event has occurred since the date of such determination letter or letters from the IRS to adversely affect the qualified status of any such Plan or the exempt status of any such trust.

(d) Except as set forth in Section 4.11(d) of the Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in conjunction with any other event) will (i) result in any payment (including, without limitation, severance, unemployment compensation, “excess parachute payment” (within the meaning of Section 280G of the Code), forgiveness of indebtedness or otherwise) becoming due to any director or any employee of the Company or any Subsidiary from the Company or any Subsidiary under any Plan or otherwise, (ii) increase any benefits otherwise payable under any Plan, (iii) result in any acceleration of the time of payment or vesting of any such benefits, except as specifically contemplated herein, or (iv) require the funding of any such benefits.

(e) The Company has no plan or commitment, whether legally binding or otherwise, to create any additional Plan or to modify or change any existing Plan, except as may be required by applicable Law, including Section 409A of the Code.

(f) No Plan is subject to Title IV of ERISA. Neither the Company nor any ERISA Affiliate made, or was required to make, contributions to any plan subject to Title IV of ERISA during the five (5) year period ending on the last day of the most recent plan year ended prior to the Effective Time. No liability under Title IV or Section 302 of ERISA has been incurred by the Company or an ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a risk of such liability. No Plan is a “multiemployer plan” (as such term is defined in section 3(37) of ERISA).

(g) No employee, director or consultant of the Company or any Subsidiary is or will become entitled to post-employment benefits by reason of service to the Company or the Subsidiaries, other than coverage mandated by applicable Law or contracts or plans as set forth in Section 4.11(g) of the Disclosure Schedule.

(h) None of the Plans restrict the ability of the Company or the Subsidiaries to amend or terminate such Plan, except as set forth therein or as required by Law.

(i) To the extent applicable, all amounts paid by the Company or any Subsidiary to any of their respective “covered employees” (as such term is defined in Section 162(m) of the Code) have been deducted by the Company or the Subsidiaries, as applicable, in accordance with the provisions of Section 162(m) of the Code.

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(j) Each Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) has been operated and administered in good faith compliance with Section 409A of the Code and the regulations and other authoritative guidance thereunder.

(k) Each Plan that is maintained pursuant the Laws of a country other than the United States is in material compliance with all such applicable Laws, including relevant Laws with respect to Taxes and the requirements of any trust deed under which such Plan is established.

SECTION 4.12 Labor Matters. (a) There are no material controversies pending or, to the knowledge of the Company, threatened between the Company or any Subsidiary and any of their respective employees; (b) neither the Company nor any Subsidiary is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or any Subsidiary, nor, to the knowledge of the Company, are there any activities or proceedings of any labor union to organize any such employees; and (c) there is no strike, slowdown, work stoppage or lockout by or with respect to any employees of the Company or any Subsidiary.

SECTION 4.13 Offer Documents; Schedule 14D-9; Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents shall, at the times the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders’ Meeting (as defined in Section 7.01) nor the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”), shall, at the date the Proxy Statement is first mailed to stockholders of the Company or at the time of the Stockholders’ Meeting, contain any statement which, at the time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders’ Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent, Purchaser or any of Parent’s or Purchaser’s representatives for inclusion in the foregoing documents. The Schedule 14D-9, the Offer Documents and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act.

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SECTION 4.14 Property and Leases.

(a) The Company and the Subsidiaries have good and valid title to all their personal properties and assets reflected on the Company’s audited balance sheet (including in any related notes thereto) and included in the Company Form 10-K for the year ended December 31, 2007 or acquired after December 31, 2007 (other than assets disposed of since December 31, 2007 in the ordinary course of business consistent with past practice), (the “Personal Property”) to conduct their respective businesses as currently conducted or as contemplated to be conducted. The Personal Property comprises all of the personal property and assets necessary to carry on the Company’s and each Subsidiary’s respective business, as currently conducted and consistent with past practice. All Personal Property is in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the use to which they are presently put.

(b) Neither the Company nor any Subsidiary (i) owns or has any ownership interest in any real property or (ii) is obligated under, or a party to, any contract to purchase any real property, including, without limitation, any Leased Property (as defined below).

(c) Section 4.14(c) of the Disclosure Schedule sets forth a true, correct and complete list of (i) all real property leased, subleased, licensed or otherwise used or occupied by the Company or any Subsidiary’s (the “Leased Property”), which list includes the name of the entity leasing such property, the legal address and the use thereof, and (ii) each lease, sublease, license or other agreement granting to any person or group of persons, other than Company and its affiliates, a right to the use, occupancy or enjoyment of any Leased Property or any portion thereof (the “Company Subleases”). The Company or a Subsidiary has a good and valid leasehold or other interest in the Leased Property, free and clear of any Liens other than Permitted Liens. The Leased Property is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority, with or without payment of adequate compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed in writing to the Company or any Subsidiary. The Company has made available to Parent correct and complete copies of all leases, subleases, licenses and other agreements (including all amendments, modifications, supplements, and extensions thereof) granting rights of use, occupancy or enjoyment to the Company and/or any Subsidiary with respect to the Leased Property (the “Company Leases” and together with the Company Subleases, the “Leases”) and copies of all Company Subleases (including all amendments, modifications, supplements, and extensions thereof).

(d) Each Lease is a valid and binding obligation of the Company (or, if a Subsidiary is a party, such Subsidiary) and is in full force and effect. Neither the Company nor any Subsidiary (i) is in default under any Lease nor does any condition exist that, with the passage of time or the giving of notice, would cause such a default under such Lease, or (ii) has received written notice of any cancellation or termination of any Lease. Except as covered by adequate insurance, there is no material physical damage caused by any casualty to any Leased Property. The Leased Property comprises all of the real property necessary to carry on the Company’s and each Subsidiary’s respective business as currently conducted and consistent with past practice. The Leased Property and the buildings, fixtures and improvements located thereon are in good operating condition and repair (subject to normal wear and tear), and suitable for the use to which they are presently put.

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SECTION 4.15 Intellectual Property.

(a) Section 4.15(a) of the Disclosure Schedule sets forth a true, correct, and complete list of all U.S. and foreign applications and registrations for any patents, trademarks, service marks, copyrights, and domain names owned by the Company or any Subsidiary. The Company or a Subsidiary is the sole and exclusive beneficial and record owner of all of the Intellectual Property items set forth in Section 4.15(a) of the Disclosure Schedule, all such Intellectual Property is subsisting, no claim has been made by any third party in writing to the Company or a Subsidiary challenging the validity or enforceability of such Intellectual Property and, to the knowledge of the Company, there is no valid basis for such a claim.

(b) Section 4.15(b) of the Disclosure Schedule sets forth a true, correct, and complete list of all contracts in effect to which the Company or any Subsidiary is a party or to which the Company or any Subsidiary is bound as of the date of this Agreement (i) granting or obtaining any right to use any material Intellectual Property (other than contracts granting rights to use commercially available computer software having an acquisition price of less than $250,000 in the aggregate for any contract or group of related contracts), (ii) permitting any person (other than the Company’s or a Subsidiary’s counsel on behalf and in the name of such Company or Subsidiary) to register any material Intellectual Property owned or purported to be owned by the Company or any Subsidiary, or settlement, coexistence, non-assertion or covenant not to sue agreements in each case restricting the Company’s or a Subsidiary’s rights to use or register material Intellectual Property, or (iii) requiring Parent to license or make available its or its affiliates’ owned material Intellectual Property to any other person as a result of the transactions contemplated by this Agreement, including the Merger (collectively, the “IP Contracts”), provided, that the term IP Contracts and the requirements of (i) above shall not include (a) purchaser orders or sales contracts issued by or entered into by the Company in the ordinary course of business, or (b) non-exclusive license agreements entered into by the Company in the ordinary course of business, if and to the extent that the contracts in the foregoing clauses (a) and (b) either are not material or otherwise are disclosed in Section 4.19(a) of the Disclosure Schedule.

(c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) to the knowledge of the Company, the conduct of the business of the Company and the Subsidiaries as currently conducted does not infringe the Intellectual Property rights of any third party and there is no such claim pending or, to the knowledge of the Company, threatened against any of the Company or the Subsidiaries, (ii) to the knowledge of the Company, no person is infringing or otherwise violating any Intellectual Property owned by or exclusively licensed to the Company or the Subsidiaries, and no such claims are pending or threatened against any person by any of the Company or the Subsidiaries, (iii) with respect to Intellectual Property owned by, licensed to or used by the Company or a Subsidiary, to the Company’s knowledge, such Company or Subsidiary has the right to use such Intellectual Property in the operation of its business as currently conducted, (iv) the Company and the Subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of their trade secrets and other Intellectual Property, (v) the Company and the

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Subsidiaries have obtained valid and effective assignments, by Law or contract, from their employees and independent contractors, of any rights in material Intellectual Property that such employees and independent contractors have created or developed for the Company or the Subsidiaries, and (vi) no current or former partner, director, stockholder, officer, or employee of the Company or the Subsidiaries will, after giving effect to or by reason of the transactions contemplated hereby, own or retain any rights to use any material Intellectual Property rights owned, used, or held for use by the Company or the Subsidiaries in the conduct of their business.

(d) With respect to the use of computer software by the Company or any Subsidiary or in the business of the Company or any Subsidiary as it is currently conducted, (i) no material capital expenditures are necessary with respect to such use other than capital expenditures in the ordinary course of business that are consistent with past practice, (ii) neither the Company nor any Subsidiary has experienced in the past two (2) years any material defects in such computer software, including any material error or omission in the processing of any transactions, other than defects that have been or are being corrected, (iii) to the knowledge of the Company, no such computer software (x) contains any device or feature designed to materially disrupt, disable, or otherwise impair the functioning of any such computer software or (y) is subject to the terms of any “open source” or other similar license that provides for the source code of the computer software to be publicly distributed or dedicated to the public, (iv) to the knowledge of the Company, there have been no material security breaches in the Company’s or any Subsidiary’s information technology systems in the past two (2) years, and (v) there have been no disruptions in the Company’s or any Subsidiary’s information technology systems in the past two (2) years that materially adversely affected the Company’s or any Subsidiary’s business or operations.

(e) The Company and the Subsidiaries have at all times complied in all material respects with all applicable Laws, as well as their own rules, policies, and procedures relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company and the Subsidiaries in the conduct of their business. No material claims have been asserted or, to the knowledge of the Company, threatened against the Company or any Subsidiary alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the transactions contemplated by this Agreement will not materially breach or otherwise cause any material violation of any rule, policy, or procedure of the Company or any Subsidiary, related to privacy, data protection, or the collection and use of such personal information collected, used, or held for use by the Company and the Subsidiaries in the conduct of their business. To the knowledge of the Company, there has been no material unauthorized access, use, modification, or other misuse of such personal information.

SECTION 4.16 Taxes.

(a) The Company and each Subsidiary has timely filed (or there has been filed on its behalf) all Tax Returns it is required to have filed (giving effect to all extensions). All Tax Returns filed by or on behalf of the Company or any Subsidiary are accurate, complete and correct in all material respects;

(b) The Company and each Subsidiary has timely paid all Taxes that have become due or payable (other than Taxes being contested in good faith and for which adequate

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reserves have been established in accordance with generally accepted accounting principles) and has adequately reserved for, in accordance with generally accepted accounting principles, all Taxes (whether or not shown on any Tax Return) that have accrued but are not yet due or payable;

(c) No federal, state, local or foreign audits, examinations or other administrative court proceedings have been commenced or, to the Company’s knowledge, are threatened with regard to any Taxes or Tax Returns of the Company or any Subsidiary. No written notification has been received by the Company or any Subsidiary that such an audit, examination or other proceeding is pending or threatened with respect to any Taxes due from or with respect to or attributable to the Company or any Subsidiary or any Tax Return filed by or with respect to the Company or any Subsidiary;

(d) Neither the Company nor any Subsidiary has requested an extension of time within which to file any Tax Return in respect of a taxable year which has not since been filed and no outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to Taxes or Tax Returns has been given by or on behalf of the Company or any Subsidiary;

(e) Neither the Company nor any Subsidiary is a party to any tax indemnity agreement, tax sharing agreement, or other agreement under which it reasonably expects to become liable to another person as a result of the imposition of a Tax upon any person, or the assessment or collection of such a Tax;

(f) Each of the Company and the Subsidiaries has complied in all material respects with all applicable Laws, rules and regulations relating to the withholding of Taxes and has, within the time and the manner prescribed by Law, withheld and paid over the proper Governmental Authorities all material amounts required to be so withheld and paid over;

(g) Neither the Company nor any Subsidiary is a party to any agreement, plan, contract or arrangement that could result, separately or in the aggregate, in a payment of (i) any “excess parachute payments” within the meaning of Section 280G of the Code or (ii) any amount that would not be deductible under Section 162(m) of the Code;

(h) The Company is not and has not been a United States real property holding company within the meaning of Section 897(c)(2) of the Code;

(i) There are no liens for Taxes upon the assets of the Company or any Subsidiary except liens for Taxes not yet due and payable;

(j) No jurisdiction where the Company or any of the Subsidiaries does not file a Tax Return has made a claim that the Company or any of the Subsidiaries is required to file a Tax Return for such jurisdiction; and

(k) None of the Company or any of the Subsidiaries (i) has filed any disclosures under Section 6662 of the Code or comparable provisions of state, local or foreign Law to prevent the imposition of penalties with respect to any Tax reporting position taken on any Tax Return; (ii) has consummated or participated in, and is not currently participating in, any

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transaction that was or is a “Tax shelter” transaction as defined in Sections 6662 or 6111 of the Code or the Treasury Regulations promulgated thereunder and has participated in, or is currently participating in, a “listed transaction” or a “reportable transaction” within the meaning of Section 6707A(c) of the Code or Treasury Regulation Section 1.6011-4(b), or any transaction requiring disclosure under a corresponding or similar provision of state, local, or foreign Law; (iii) has been a member of a consolidated, combined, unitary or aggregate group other than the group of which the Company is the common parent (or the equivalent thereof under comparable provisions of state, local, or foreign Tax law) (“Common Parent”); or (iv) has been at any time a member of any partnership or joint venture or the holder of a beneficial interest in any trust for any period for which the statute of limitations for any Tax has not expired.

SECTION 4.17 Environmental Matters. (a) None of the Company or any Subsidiary has been or is in violation in any material respect of any Environmental Law; (b) none of the properties currently owned, leased or operated by the Company or any Subsidiary, or, to the knowledge of the Company, owned, leased or operated, are contaminated with any Hazardous Substance; (c) the Company and the Subsidiaries (1) have all Permits, licenses and other authorizations required under any Environmental Law and the Company and the Subsidiaries are in compliance with such Permits, licenses and other authorizations, (2) to the knowledge of the Company, there have been no proceedings or notices to suspend, revoke, or terminate such Permits, licenses or other authorizations, and (3) the Company and the Subsidiaries have applied for a renewal of any such Permits, licenses, or authorizations that have expired or about to expire in a timely fashion in accordance with applicable Environmental Law; (d) to the Company’s knowledge, neither the Company nor any Subsidiary has arranged for the treatment, storage or disposal of any Hazardous Substances to or at any off-site location that would be reasonably expected to form the basis of a material claim against the Company or any Subsidiary; (e) to the Company’s knowledge, there are no pending investigations or requests for information with respect to the Company’s compliance with or liability pursuant to applicable Environmental Law that could reasonably be expected to result in a claim against the Company or any Subsidiary; and (f) the Company has made available to Parent complete copies of any material reports, studies, analyses, tests or monitoring in the possession, custody or control of the Company, or any material correspondence with Governmental Authorities or other persons, relating to compliance with applicable Environmental Law, liability pursuant to applicable Environmental Law, or the environmental condition of any properties currently or formerly owned, leased or operated by the Company or any Subsidiary.

SECTION 4.18 No Rights Agreement. The Company has not adopted any stockholders’ rights plan or comparable arrangement.

SECTION 4.19 Material Contracts.

(a) Except as set forth in Section 4.19(a) of the Disclosure Schedule, neither the Company nor any Subsidiary is a party to or bound by any “material contracts” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) or “definitive material agreement” (as such term is defined in Item 1.01 of Form 8-K of the SEC). Section 4.19(a) of the Disclosure Schedule lists the following contracts (such Contracts, along with the “material contracts” and “definitive material agreements” referred to in the preceding sentence, and the IP Contracts, collectively, the “Material Contracts”):

(i) Contracts which restrict or limit the conduct of or competition in any line of business by the Company, any Subsidiary or any of the Company’s current or future affiliates, or the geographic area in which the Company, any Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respect;

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(ii) Contracts which grant any right of first refusal, right of first offer or similar right or that limit or purports to limit the ability of the Company or any Subsidiary to sell, transfer, pledge or otherwise dispose of any material amount of assets or business;

(iii) Contracts which would prevent, materially delay or impede the consummation of, or otherwise reduce the benefits of, the transactions contemplated by this Agreement, including the Merger;

(iv) Contracts with respect to a joint venture, partnership, limited liability or other similar agreement or arrangement, and those which relate to the formation, creation, operation, management or control of any partnership or joint venture that is material to the business of the Company and the Subsidiaries, taken as a whole;

(v) Contracts which were entered into after December 31, 2007, and involve the acquisition from another person or disposition to another person, directly or indirectly (by merger, license or otherwise), of assets or capital stock or other equity interests of another person for aggregate consideration under such contract (or series of related contracts) in excess of $1 million (other than acquisitions or dispositions of inventory in the ordinary course of business);

(vi) any contract (or series of related contracts) with any agency or department of the United States federal government or any state or local government for the purchase of goods and/or services from the Company or any Subsidiary which would reasonably be expected to result in payments to the Company or any Subsidiary in excess of $1 million;

(vii) Contracts which relate to an acquisition, divestiture, merger, license or similar transaction and contain representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations), that are still in effect and, individually or in the aggregate, could reasonably be expected to result in payments by the Company or any Subsidiary;

(viii) Contracts which relate to any guarantee or assumption of other obligations of any third party or reimbursement of any maker of a letter of credit, except for agreements entered into in the ordinary course of business consistent with past practice which agreements relate to obligations which do not exceed $1 million in the aggregate for all such agreements;

(ix) Contracts which prohibit the payment of dividends or distributions in respect of the capital stock of the Company or any of its wholly-owned Subsidiaries, prohibit the pledging of the capital stock of the Company or any wholly-owned Subsidiary or prohibit the issuance of guarantees by any wholly-owned Subsidiary; or

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(x) Contracts which would reasonably be expected to involve aggregate payments to or by the Company or any Subsidiary of more than $1 million over the term of such contract.

(b) Section 4.19(b) of the Disclosure Schedule sets forth (i) a list of all agreements, instruments and other obligations pursuant to which any indebtedness for borrowed money or capitalized lease obligations of the Company or any Subsidiary in an aggregate principal amount in excess of $250,000 is outstanding or may be incurred or other contract of which the Company is obligated to provide funds in respect of, or to guarantee or assume, any debt of any third party in excess of $250,000 and (ii) the respective principal amounts outstanding thereunder as of the date of this Agreement.

Each Material Contract is a valid and binding obligation of the Company (or, if a Subsidiary is a party, such Subsidiary) and, to the knowledge of Company, each other party thereto, and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them under each Material Contract and, to the Company’s knowledge, each other party to each Material Contract has performed all material obligations required to be performed by it under such Material Contract. Neither the Company nor any Subsidiary is and to the knowledge of the Company, no third party is, in violation of or default under any Material Contract, nor does any condition exist which with the passage of time or the giving of notice would cause such a violation of or default under any Material Contract, except for violations or defaults that have not had, and would not, individually or in the aggregate, have a Material Adverse Effect. No counterparty to any Material Contract has cancelled or otherwise terminated any Material Contract or provided to the Company written notice, or to the knowledge of the Company, oral notice, of its intent to do so. As of the date hereof, true and complete copies of all Material Contracts (including all exhibits and schedules thereto) are either publicly filed with the SEC or the Company has made available to Parent copies of such Material Contracts.

SECTION 4.20 Insurance. Section 4.20 of the Disclosure Schedule set forth a correct and complete list of, and the Company has delivered to Parent correct and complete copies of binders for, all material insurance policies carried by or covering the Company and the Subsidiaries with respect to their respective businesses, assets and properties, including comprehensive general liability, fire and casualty, automobile liability, and workers’ compensation insurance (the “Insurance Policies”). The Insurance Policies are in full force and effect, and no written notice of cancellation has been received by the Company or any Subsidiary with respect to any such Insurance Policy which has not been cured by the payment of premiums that are due, other than as would not, individually or in the aggregate, have a Material Adverse Effect. The Company has not received notice of any threatened termination of, premium increase with respect to, or material alteration of coverage under, any Insurance Policy. There are no pending material claims under the Insurance Policies by the Company or any Subsidiary as to which the insurers have denied liability.

SECTION 4.21 Brokers. No broker, finder or investment banker (other than Needham & Company, LLC) is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Company or any Subsidiary.

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SECTION 4.22 Affiliate Transactions. Except (i) as set forth in Section 4.22 of the Disclosure Schedule or (ii) pursuant to any employment agreement with any officer of the Company, there are no contracts relating to any transactions of the type that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC or other material transactions between the Company and any (a) present or former officer or director of the Company or any of the Subsidiaries or any of their immediate family members (including their spouses), (b) record or beneficial owner of more than 5% of any class of capital stock of the Company, or (c) person known by the Company’s executive officers to be an affiliate of any such officer, director or beneficial owner.

SECTION 4.23 Opinion of Financial Advisors. The Board has received the opinion of Needham & Company, LLC, dated as of May 8, 2008, to the effect that the Merger Consideration to be received by the Company’s stockholders in the Offer and the Merger is fair, from a financial point of view, to the stockholders of the Company. A copy of such opinion and the engagement letter between the Company and Needham & Company, LLC has heretofore been provided to Parent.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER

As an inducement to the Company to enter into this Agreement, Parent and Purchaser hereby, jointly and severally, represent and warrant to the Company that:

SECTION 5.01 Corporate Organization. Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power and authority would not prevent or materially delay consummation of any of the Transactions, or otherwise prevent Parent or Purchaser from performing its obligations under this Agreement. Purchaser was formed solely for the purpose of engaging in the transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated by this Agreement. All the issued and outstanding shares of capital stock of Purchaser are owned of record and beneficially by Parent.

SECTION 5.02 Authority Relative to This Agreement. Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by Parent and Purchaser and the performance and consummation by Parent and Purchaser of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Purchaser, and no other corporate proceedings on the part of Parent or Purchaser are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the adoption of this Agreement by Parent as the sole stockholder of Purchaser (which shall be effected by Parent immediately following execution of this Agreement) and the filing and recordation of the Certificate of Merger and other documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Purchaser and, assuming due authorization, execution and delivery

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by the Company, constitutes a legal, valid and binding obligation of each of Parent and Purchaser enforceable against each of Parent and Purchaser in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity).

SECTION 5.03 No Conflict; Required Filings and Consents.

(a) The execution and delivery of this Agreement by Parent and Purchaser do not, and the performance of this Agreement by Parent and Purchaser will not, and the consummation of the Transactions by Parent and Purchaser will not, (i) conflict with or violate the Certificate of Incorporation or By-laws of either Parent or Purchaser, (ii) assuming that all consents, approvals and other authorizations described in Section 5.03(b) and the approval of the holders of the Shares described in Section 4.04(f) have been obtained and that all filings and other actions described in Section 5.03(b) have been made or taken, conflict with or violate any Law applicable to Parent or Purchaser or by which any property or asset of either of them is bound or affected or (iii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Parent or Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Purchaser is a party or by which Parent or Purchaser or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not prevent or materially delay consummation of any of the Transactions or otherwise prevent Parent or Purchaser from performing its obligations under this Agreement.

(b) The execution, delivery or performance of this Agreement by Parent and Purchaser do not, and the consummation of this Transactions by Parent and Purchaser will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except for (i) applicable requirements, if any, of the Exchange Act, NASDAQ rules, Blue Sky Laws and state takeover laws, (ii) the pre-merger notification requirements of the HSR Act and filings under foreign competition laws, (iii) the filing and recordation of the Certificate of Merger and other documents as required by the DGCL, and (iv) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay consummation of any of the Transactions, or otherwise prevent Parent or Purchaser from performing its obligations under this Agreement.

SECTION 5.04 Financing. Parent has, and shall have, sufficient funds on hand to permit Purchaser to perform all of its obligations under this Agreement and to consummate all the Transactions, including, without limitation, acquiring all the outstanding Shares in the Offer and the Merger.

SECTION 5.05 Offer Documents; Proxy Statement. Neither the Offer Documents nor any information supplied by Parent or Purchaser for inclusion in Schedule 14D-9 shall, at the

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time the Offer Documents , the Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The information supplied by Parent or Purchaser for inclusion in the Proxy Statement shall not, at the date the Proxy Statement is first mailed to stockholders of the Company, at the time of the Stockholders’ Meeting or at the Effective Time, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not false or misleading, or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders’ Meeting which shall have become false or misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives for inclusion in any of the foregoing documents. The Offer Documents shall comply in all material respects as to form with the requirements of the Exchange Act.

SECTION 5.06 Ownership of Company Capital Stock. Other than 100 Shares owned by Parent and Purchaser as of the date hereof or as contemplated by this Agreement, neither Parent nor Purchaser is, or, within the past three years, has been, the beneficial owner of any shares of capital stock of the Company.

ARTICLE VI

CONDUCT OF BUSINESS PENDING THE MERGER

SECTION 6.01 Conduct of Business by the Company Pending the Merger. The Company agrees that, between the date of this Agreement and the Effective Time, except as expressly permitted or required by any provision of this Agreement or as otherwise set forth in Section 6.01 of the Disclosure Schedule, the Company shall, and shall cause each Subsidiary to, (a) conduct the businesses of the Company and the Subsidiaries in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice, including, without limitation, paying its debts and Taxes when due subject to good faith disputes over such debts or Taxes, paying or performing its other obligations when due (or within applicable grace periods) and maintaining its books and records in the ordinary course of business consistent with past practice and (b) use its reasonable best efforts to preserve intact the lines of business of the Company and the Subsidiaries, to keep available the services of the current officers, employees and consultants of the Company and the Subsidiaries and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other persons with which the Company or any Subsidiary has business dealings and keep available the services of its present officers and key employees, in each case with the objective that the goodwill and ongoing business of the Company and the Subsidiaries shall be unimpaired at the Effective Time. Except as contemplated by this Agreement or as otherwise set forth in Section 6.01 of the Disclosure Schedule, neither the Company nor any Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do, or propose to do, any of the following without the prior written consent of Parent:

(a) amend, propose to amend, or otherwise change its Certificate of Incorporation or By-laws or equivalent organizational documents or convert into a different form of entity. The Company shall not take any action to exempt any third party from any applicable Anti-takeover Law or adopt any stockholder rights plan;

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(b) issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, (i) any shares of any class of capital stock of the Company or any Subsidiary, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest, of the Company or any Subsidiary (except for the issuance of Shares issuable pursuant to the exercise of Company Stock Options outstanding on the date hereof) or (ii) any inventory, property or assets of the Company or any Subsidiary, except in the ordinary course of business;

(c) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, except for dividends by any direct or indirect wholly-owned Subsidiary to the Company or any other Subsidiary;

(d) reclassify, combine, split, subdivide or amend the terms of any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock, except for any such transaction by a wholly-owned Subsidiary which remains a wholly-owned Subsidiary after consummation of such transaction, or redeem, or purchase or otherwise acquire, directly or indirectly, any of its capital stock or any other securities thereof or any other rights, warrants or options to acquire any such shares of other securities (except for repurchases made by the Company pursuant to the Company’s stock repurchase program in accordance with the terms disclosed in the SEC Reports prior to the date of this Agreement);

(e) except as necessary in the ordinary course of business consistent with past practice, grant or acquire, agree to grant to or acquire from any Person, or dispose of any rights to, any Intellectual Property, or disclose or agree to disclose to any Person, other than representatives of Parent or Purchaser, any trade secret or other confidential information.

(f) (i) acquire (including, without limitation, by merger, consolidation, or acquisition of stock or assets or any other business combination) any corporation, partnership, other business organization or any division thereof; (ii) except for borrowings under existing credit facilities, incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any person, or make any loans or advances, or grant any security interest in any of its assets except in the ordinary course of business; (iii) enter into any contract or agreement, other than in the ordinary course of business, or pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, contingent or otherwise), except in the ordinary course of business consistent with past practice; (iv) materially modify, amend or terminate or waive, release or assign any material rights or claims with respect to any Material Contract or (x) enter into any new Contract that, if entered into prior to the date of this Agreement, would have been required to be filed with the SEC Reports or would be reasonably likely to (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the Merger; (v) authorize, or make any commitment with respect to, any

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single capital expenditure which is in excess of $250,000 or capital expenditures which are, in the aggregate, in excess of $1,000,000 for the Company and the Subsidiaries, taken as a whole; or (vi) enter into or amend any contract, agreement, commitment or arrangement with respect to any matter set forth in this Section 6.01(f);

(g) increase the compensation payable to its directors, officers or employees, except for increases in the ordinary course of business in salaries, wages, bonuses, incentives or benefits of employees of the Company or any Subsidiary who are not directors or officers of the Company, or grant any severance or termination pay to, or enter into any employment or severance agreement with, any director, officer or other employee of the Company or of any Subsidiary, or establish, adopt, enter into or amend any collective bargaining, bonus, profit-sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, retention, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee;

(h) (i) adopt or change any of its accounting practices, policies or procedures, except for any such adoption or change as may be required by reason of a change in GAAP or applicable SEC rules or regulations, (ii) change its fiscal year, (iii) write up, write down or write off the book value of any assets, except for depreciation, amortization and impairment charges recorded in accordance with GAAP consistently applied, (iv) prepare or file any Tax return inconsistent with past practice or, on any Tax return, take any position, make, change or revoke any election, or adopt or change any Tax accounting method that is inconsistent with positions taken, elections made or Tax accounting methods used in preparing or filing similar Tax returns in prior periods, (v) materially amend any Tax returns, or (vi) settle or compromise any material claim or assessment relating to Taxes, enter into any closing agreement relating to Taxes or consent to any material claim or audit relating to Taxes;

(i) (i) enter into any contracts that limit or restrain the Company or any Subsidiary or any of their respective affiliates, or that would, after the Effective Time, limit or restrict Parent, the Surviving Corporation or any of their respective affiliates or successors, from engaging or competing in any business or in any geographic area or location, (ii) amend, modify or terminate, or permit the amendment, modification or termination of, any lease or sublease, (iii) engage in any transaction with, or enter into, amend or terminate (except pursuant to its terms) any agreement, arrangement, or understanding with, directly or indirectly, any of the Company’s affiliates, including any transactions, agreements, arrangements or understandings with any affiliate of the Company or other person covered under Item 404 of Regulation S-K promulgated by the SEC that would be required to be disclosed under such Item 404 or (iv) enter into any agreement or exercise any discretion providing for acceleration of payment or performance as a result of a change of control of the Company or the Subsidiaries;

(j) (i) materially modify, amend or terminate or waive, release or assign any material rights or claims with respect to, any Material Contract or (ii) enter into any new contract that, if entered into prior to the date of this Agreement, would have been required to be listed in Section 4.19(a) of the Disclosure Schedule as a Material Contract or would be reasonably likely to (x) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (y) prevent or materially delay the consummation of the Merger;

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(k) alter (through merger, liquidation, reorganization, restructuring or any other fashion) the corporate structure or ownership of the Company or any Subsidiary, including through the adoption of a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization;

(l) (i) incur any indebtedness for borrowed money or issue or sell any debt securities or warrants or rights to acquire any debt securities of the Company or any Subsidiary or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person (other than a wholly-owned Subsidiary) for borrowed money, except for indebtedness incurred under the Company’s existing credit facilities or renewals or refinancings thereof, or (ii) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, contingent or otherwise), except in the ordinary course of business consistent with past practice, or (iii) make any loans, advance or capital contributions to, or investments in, any other person, other than to the Company or any wholly-owned Subsidiary;

(m) waive, release, assign, settle or compromise any claims, or any litigation or arbitration;

(n) (i) permit any Insurance Policy to be canceled or terminated other than in the ordinary course of business or (ii) permit to lapse any registrations or applications for any material Intellectual Property owned by the Company or any Subsidiary;

(o) incur or commit to any capital expenditures, except for capital expenditures up to the aggregate amount set forth in a capital expenditure budget plan delivered to Parent prior to the date of this Agreement and set forth in Section 6.01(o) of the Disclosure Schedule;

(p) subject to Section 7.05(b), enter into any new confidentiality agreements with any party or amend any existing confidentiality agreements without the written consent of the Parent; or

(q) agree, authorize or enter into any commitment or verbal or written agreement to take any action (i) that is intended or would reasonably be expected to result in any of the conditions to the Merger set forth in Article VIII not being satisfied or (ii) that is described in the foregoing clauses (a)-(p) of this Section 6.01.

ARTICLE VII

ADDITIONAL AGREEMENTS

SECTION 7.01 Stockholders’ Meeting.

(a) If required by applicable Law in order to consummate the Merger, the Company, acting through the Board, shall, in accordance with applicable Law and the Company’s Certificate of Incorporation and By-laws and NASDAQ rules, (i) duly call, give notice of, convene and hold an annual or special meeting of its stockholders as promptly as reasonably practicable following consummation of the Offer for the purpose of considering and taking action on this Agreement and the Transactions (the “Stockholders’ Meeting”) and (ii)

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except as required by the fiduciary duties of the Board under applicable Law, (A) include in the Proxy Statement the recommendation of the Board that the stockholders of the Company adopt this Agreement and approve the Transactions and (B) use its reasonable efforts to obtain such adoption and approval. At the Stockholders’ Meeting, Parent and Purchaser shall cause all Shares then owned by them and their subsidiaries to be voted in favor of the adoption of this Agreement and approval of the Transactions.

(b) Notwithstanding the foregoing, in the event that Purchaser shall acquire at least 90% of the then outstanding Shares pursuant to the Offer, the parties agree, subject to Article VIII, to take all necessary and appropriate action to cause the Merger to become effective, in accordance with Section 253 of the DGCL, as promptly as reasonably practicable after such acquisition, without a meeting of the stockholders of the Company.

SECTION 7.02 Proxy Statement.

(a) If approval of the Company’s stockholders is required by applicable Law to consummate the Merger, promptly following consummation of the Offer, the Company shall (i) prepare and file the Proxy Statement with the SEC under the Exchange Act, (ii) mail to the holders of Shares a Proxy Statement within a sufficient time prior to the Stockholders’ Meeting and (iii) otherwise comply in all material respects with all legal requirements applicable to the Stockholders’ Meeting, and shall use its reasonable efforts to have the Proxy Statement cleared by the SEC promptly. Parent, Purchaser and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent promptly of the receipt of any comments of the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall provide as soon as reasonably practicable to Parent copies of all correspondence between the Company or any representative of the Company and the SEC with respect thereto. The Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement prior to such documents being filed with the SEC or disseminated to holders of Shares and shall give Parent and its counsel a reasonable opportunity to review and comment on all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Purchaser agrees to use its reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Shares entitled to vote at the Stockholders’ Meeting at the earliest practicable time.

(b) The Company shall use its reasonable best efforts to ensure that the Proxy Statement (i) will not, on the date it is first mailed to stockholders of the Company and at the time of the Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading and (ii) will comply as to form in all material respects with the applicable requirements of the Exchange Act. Notwithstanding the foregoing, the Company assumes no responsibility with respect to information supplied in writing by or on behalf of Parent or Purchaser for inclusion or incorporation by reference in the Proxy Statement. Parent shall use its reasonable best efforts to ensure that the information supplied by Parent in writing for inclusion (or incorporation by

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reference) in the Proxy Statement will not, on the date it is first mailed to stockholders of the Company and at the time of the Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

SECTION 7.03 Company Board Representation; Section 14(f).

(a) Subject to compliance with applicable Law, promptly upon the acceptance for payment of any Shares by Parent or Purchaser or any of their affiliates pursuant to and in accordance with the terms of the Offer (the “Appointment Time”) and from time to time thereafter, and subject to Section 7.03(c), Purchaser shall be entitled to designate up to such number of directors, rounded up to the nearest whole number constituting at least a majority of the directors, on the Board as will give Purchaser representation on the Board equal to the product of the number of directors on the Board (giving effect to any increase in the number of directors pursuant to this Section 7.03) and the percentage that such number of Shares beneficially owned by Parent or its affiliates bears to the total number of Shares then outstanding, and the Company shall use reasonable best efforts to, upon Parent’s request, promptly, at Parent’s election, either increase the size of the Board or seek and accept the resignation of such number of directors as is necessary to enable Parent’s designees to be elected to the Board and to cause Parent’s designees to be so elected. At such times, subject to Section 7.03(c), the Company will cause individuals designated by Parent to constitute the number of members of each committee of the Board, rounded up to the next whole number, that represents the same percentage as such individuals represent on the Board, other than any committee of the Board established to take action under this Agreement which committee shall be composed only of Independent Directors (as defined in Section 7.03(c)).

(b) The Company’s obligation to appoint designees to the Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all action required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder in order to fulfill its obligations under this Section 7.03, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder in order to fulfill its obligations under this Section 7.03 and the federal securities Laws. Parent shall provide to the Company, and shall be solely responsible for, the information and consents with respect to Parent and its designees, officers, directors and affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder.

(c) In the event that Parent’s designees are elected or designated to the Board, then, until the Effective Time, the Company shall cause the Board to have at least two directors who are (i) independent directors for purposes of the continued listing requirements of The NASDAQ Stock Market LLC (the “NASDAQ”) and (ii) reasonably satisfactory to Parent (such directors, the “Independent Directors”); provided, however, that, if any Independent Director is unable to serve due to death or disability or any other reason, the remaining Independent Directors shall be entitled to elect or designate another individual (or individuals) who serve(s) as a director (or directors) on the date of this Agreement (provided, that no such individual is an employee of the Company or the Subsidiaries) to fill the vacancy, and such director (or directors)

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shall be deemed to be an Independent Director (or Independent Directors) for purposes of this Agreement. If no Independent Director remains prior to the Effective Time, a majority of the members of the Board at the time of the execution of this Agreement shall be entitled to designate two persons to fill such vacancies; provided, that such individuals shall not be employees or officers of the Company, Parent or Purchaser and shall be reasonably satisfactory to Parent, and such persons shall be deemed Independent Directors for purposes of this Agreement. Following the Appointment Time and prior to the Effective Time, Parent and Purchaser shall cause any amendment or termination of this Agreement, any extension by the Company of the time for the performance of any of the obligations or other acts of Purchaser or Parent or waiver of any of the Company’s rights under this Agreement or other action adversely affecting the rights of the stockholders (other than Parent or Purchaser), not to be effected without the affirmative vote of a majority of the Independent Directors.

SECTION 7.04 Access to Information; Confidentiality.

(a) Subject to applicable Law and confidentiality agreements, from the date hereof until the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser reasonable access during normal business hours to the officers, employees, agents, properties, offices, plants and other facilities, books and records of the Company and each Subsidiary, shall furnish Parent and Purchaser with such financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably request and shall instruct the employees, counsel and financial advisors of the Company and the Subsidiaries to cooperate reasonably (and subject to any applicable Laws, codes of conduct or similar requirements) with Parent, Purchaser, and their officers, employees or agent in their investigation of the business of the Company and the Subsidiaries; provided, however, that such access shall only be provided to the extent that such access would not violate applicable Laws or the terms of any contract to which the Company or any of the Subsidiaries is a party or by which any of their respective assets are subject; provided, further, however, that to the extent that the Company or any of the Subsidiaries is restricted in or prohibited from providing any such access to any documents or data pursuant to any such contract for the benefit of any third party, each of the Company and any such Subsidiary shall use its reasonable best efforts to obtain any approval, consent or waiver with respect to such contract that is necessary to provide such access to such officer, employee or agent. If any of the information or material furnished pursuant to this Section 7.04 includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party understands and agrees that the parties have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine.

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(b) All information obtained by Parent or Purchaser pursuant to this Section 7.04 shall be kept confidential in accordance with the confidential disclosure agreement, dated January, 3, 2008 (the “Confidentiality Agreement”).

SECTION 7.05 Acquisition Proposals.

(a) From the date hereof until the Effective Time, the Company shall, and shall cause the Subsidiaries and their respective representatives, to (i) immediately cease any discussions or negotiations with any parties that may be ongoing with respect to an Acquisition Proposal and request, not later than five (5) days following the date hereof, the prompt return of all confidential information previously furnished to such parties or their representatives, and (ii) not modify, waive, amend or release any standstill, confidentiality or similar agreements entered into prior to the date hereof or any confidentiality agreement entered into by the Company or any Subsidiary between the date hereof and the Effective Time. Except as expressly permitted by Section 7.05(b), the Company shall not, nor shall the Company permit any Subsidiary or their respective representatives to, (A) solicit, initiate, or facilitate (including by way of furnishing non-public information or providing access to its properties, books, records or personnel) any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or (B) have any discussions (other than to state that the Company is not permitted to have discussions) or participate in any negotiations regarding an Acquisition Proposal, or execute or enter into any agreement, understanding or arrangement with respect to an Acquisition Proposal, or approve or recommend or propose publicly to approve or recommend an Acquisition Proposal or any agreement, understanding or arrangement relating to an Acquisition Proposal. For purposes of this Agreement, “Acquisition Proposal” means any proposal or offer (whether or not binding) from any person or group (other than Parent and its affiliates) relating to any direct or indirect acquisition or purchase of 15% or more of the assets of the Company and the Subsidiaries, taken as a whole, or 15% or more of any class of equity securities of the Company or any Subsidiary then outstanding, any tender offer or exchange offer that if consummated would result in any person beneficially owning 15% or more of any class of equity securities of the Company or any Subsidiary then outstanding, and any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company, other than the transactions contemplated by this Agreement.

(b) Notwithstanding Section 7.05(a), if, prior to the purchase of Shares pursuant to the Offer and following the receipt by the Company of a bona fide written Acquisition Proposal from any person, which Acquisition Proposal was made after the date hereof and did not result, directly or indirectly, from a breach of this Section 7.05, the Board determines in good faith, (i) after consultation with its financial advisors and, with respect to the matters covered by clause (iii) of the definition of “Superior Proposal” set forth in Section 7.05(h), its outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal and (ii) after consultation with outside legal counsel, that the failure to take the actions set forth in clauses (x) and (y) below with respect to such Acquisition Proposal would be inconsistent with its fiduciary duties under applicable Law, the Company may, in response to such Acquisition Proposal, subject to compliance with this Section 7.05, and after giving notice to Parent (x) furnish information with respect to the Company to the person who has made such Acquisition Proposal pursuant to a confidentiality agreement on terms no less favorable in the aggregate to the Company than those contained in the

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Confidentiality Agreement and with a standstill of duration no shorter than and with exceptions to such standstill not materially broader than those contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”); and (y) participate in discussions and negotiations regarding such Acquisition Proposal. From and after the date hereof, the Company shall advise Parent orally and in writing of the receipt of any Acquisition Proposal or any inquiry with respect to, or that could reasonably be expected to lead to, any Acquisition Proposal (in each case within two business days of receipt thereof), specifying the material terms and conditions thereof and the identity of the party making such Acquisition Proposal or inquiry and the Company shall provide to Parent (within such timeframe), a copy of all written materials provided to the Company or any Subsidiary in connection with any such Acquisition Proposal or inquiry. The Company agrees that it and the Subsidiaries will not enter into any confidentiality agreement with any person subsequent to the date hereof which prohibits the Company from providing such information to Parent. From and after the date hereof, the Company shall notify Parent (within two (2) business days) orally and in writing of any material modifications to the financial or other material terms of any Acquisition Proposal or inquiry and shall provide to Parent, within such timeframe, a copy of all written materials subsequently provided to or by the Company or any Subsidiary in connection with any such Acquisition Proposal or inquiry.

(c) Except as set forth in Section 7.05(d) and Section 7.05(f), neither the Board nor any committee thereof shall, directly or indirectly, (i) withdraw or modify, or propose publicly to withdraw or modify, or resolve to withdraw or modify, in a manner adverse to Parent or Purchaser, the approval or recommendation by the Board of this Agreement, the Offer, the Merger, or any Transaction; (ii) approve or recommend, or propose publicly to approve or recommend, or resolve to approve or recommend, any Acquisition Proposal (any of the actions referred to in the foregoing clauses (i) and (ii), whether taken by the Board or any committee thereof, a “Change in Board Recommendation”); (iii) approve or recommend, or allow the Company or any Subsidiary to enter into, any letter of intent, acquisition agreement or any similar agreement with respect to an Acquisition Proposal; or (iv) effect any transaction contemplated by any Acquisition Proposal.

(d) Notwithstanding Section 7.05(c), the Board may, prior to the purchase of Shares pursuant to the Offer, in response to a Superior Proposal received by the Board after the date of this Agreement, terminate this Agreement to enter into an agreement with respect to such Superior Proposal, but only if:

(i) such Superior Proposal did not result, directly or indirectly, from a breach by the Company of this Section 7.05;

(ii) the Board shall have first provided prior written notice to Parent that it is prepared to terminate this Agreement to enter into an agreement with respect to a Superior Proposal from any person, which notice shall attach the most current version of any written agreement relating to the transaction that constitutes such Superior Proposal, the identity of the party making such Superior Proposal and any other material terms and conditions thereof and shall cause the Company’s representatives to negotiate in good faith with Parent so that Parent may propose an amendment to this Agreement for the purpose of causing the Acquisition Proposal to no longer constitute a Superior Proposal;

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(iii) Parent does not make, within five (5) business days after the receipt of such notice (it being understood and agreed that any change to the financial or other material terms of such Superior Proposal shall require an additional notice to Parent and a new five (5) business day period), a binding, written and complete (including any schedules or exhibits) proposal that the Board determines in good faith, after consultation with its financial advisors, causes the Acquisition Proposal that constituted a Superior Proposal to no longer constitute a Superior Proposal; and

(iv) the Company pays the Company Termination Fee, under Section 9.03(b) concurrently with and as a condition of such termination.

(e) The Company agrees that, during the period of five (5) business days prior to terminating this Agreement to enter into an agreement with respect to a Superior Proposal (and any subsequent five (5) business day period pursuant to the parenthetical in Section 7.05(d)(iii) above), the Company shall consider in good faith any revisions to the terms of the transaction contemplated by this Agreement that are proposed by Parent.

(f) Notwithstanding Section 7.05(c), at any time prior to the purchase of Shares pursuant to the Offer, if the Board has concluded in good faith, following consultation with its outside legal counsel, that the failure of the Board to make a Change in Board Recommendation would be inconsistent with its fiduciary duties under applicable Law, then the Board may make a Change in Board Recommendation.

(g) Nothing contained in this Section 7.05 shall prohibit the Board from complying with Rules 14a-9, 14d-9 or 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal or from making any disclosure to the Company’s stockholders if, in the good faith judgment of the Board, after consultation with its outside legal counsel, the failure to do so would be inconsistent with its fiduciary duties under applicable Law or is otherwise required under applicable Law; provided, however, that, in any event, the Board shall not be permitted to (i) make a Change in Board Recommendation or (ii) take any position under Rule 14e-2(a) other than recommending rejection of such tender or exchange offer, in each case, unless it has complied with all of its obligations under this Section 7.05.

(h) For purposes of this Agreement, “Superior Proposal” means any bona fide written Acquisition Proposal not solicited or initiated in violation of this Section 7.05 that (i) relates to an acquisition by a person or group acting in concert of either (A) more than 60% of the equity interests of the Company pursuant to a tender offer, merger or otherwise or (B) more than 60% of the assets used in the conduct of the business of the Company and the Subsidiaries, taken as a whole, (ii) the Board determines in its good faith judgment (after consultation with outside legal counsel and the Company’s independent financial advisors) would, if consummated, result in a transaction (A) that offers for each Share an amount in consideration greater than the Per Share Amount and (B) that is, in light of the other terms of such proposal, more favorable to the Company’s stockholders than the transactions contemplated by this Agreement, including the Merger, or in any other proposal made by Parent after Parent’s receipt of notice of a Superior Proposal, and (iii) the Board determines in good faith (after consultation with its financial advisors and its outside legal counsel) is reasonably capable of being consummated on the terms proposed, in each case taking into account all legal, financial, regulatory, fiduciary and other aspects of the proposal, including the availability of financing and the likelihood that such transactions will be consummated.

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SECTION 7.06 Employee Benefits Matters.

(a) Parent hereby agrees that, for a period of one year immediately following the Effective Time, it shall, or it shall cause the Surviving Corporation and its subsidiaries to provide (i) base salaries which are the same or greater than the base salaries as of the Effective Time and (ii) benefits which are substantially comparable in the aggregate to those provided to similarly situated employees of Parent or its subsidiaries. From and after the Effective Time, Parent shall cause the Surviving Corporation and its subsidiaries to honor in accordance with their terms, all contracts, agreements, arrangements, policies, plans and commitments of the Company and the Subsidiaries as in effect immediately prior to the Effective Time that are applicable to any current or former employee or director of the Company or any Subsidiary. Notwithstanding anything herein to the contrary, no provision of this Agreement shall (i) create any right in any employee of the Company or any of the Subsidiaries to continued employment by Parent, the Surviving Corporation or any subsidiary of the Surviving Corporation or preclude the ability of Parent, the Surviving Corporation or any subsidiary of the Surviving Corporation to terminate the employment of any employee for any reason or (ii) require Parent, the Surviving Corporation or any subsidiary of the Surviving Corporation to continue any employee benefit plans or prevent the amendment, modification or termination thereof after the Effective Time.

(b) Employees of the Company and the Subsidiaries shall receive credit for all purposes (including, without limitation, for purposes of eligibility to participate, vesting, benefit accrual and eligibility to receive benefits but not for purposes of benefit accruals under defined benefit pension plans) under any employee benefit plan, program or arrangement established or maintained by Parent, the Surviving Corporation or any of their respective subsidiaries for service accrued or deemed accrued prior to the Effective Time with the Company or any Subsidiary; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit.

(c) The parties hereto acknowledge and agree that all provisions contained in this Section 7.06 are included for the sole benefit of the respective parties hereto and shall not create any right in any other person, including, without limitation, any current or former employee of the Company or the Subsidiaries, any participant in any Plan or any beneficiary thereof.

SECTION 7.07 Directors’ and Officers’ Indemnification and Insurance.

(a) For a period of six (6) years from the Effective Time, the Certificate of Incorporation and By-laws of the Surviving Corporation shall contain provisions no less favorable with respect to exculpation, indemnification and advancement of expenses than are set forth in the Certificate of Incorporation and By-laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company or any Subsidiary, unless such modification shall be required by applicable Law and then only to the minimum extent required by applicable Law.

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(b) After the Effective Time, the Surviving Corporation shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless, each present and former director, officer, employee, fiduciary and agent of the Company and each Subsidiary (collectively, the “Indemnified Parties”) against all costs and expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission in their capacity as an officer, director, employee, fiduciary or agent, at or prior to the Effective Time, for a period of six (6) years after the date hereof. In the event of any such claim, action, suit, proceeding or investigation, (i) the Surviving Corporation shall pay, in advance of the final disposition of any such claim, action, suit, proceeding or investigation, the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Surviving Corporation, promptly after statements therefor are received and (ii) the Surviving Corporation shall cooperate in the defense of any such matter; provided, however, that the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed); and provided, further, that the Surviving Corporation shall not be obligated pursuant to this Section 7.07(b) to pay the fees and expenses of more than one counsel for all Indemnified Parties in any single action except to the extent that two or more of such Indemnified Parties shall have conflicting interests in the outcome of such action; and provided, further, that, in the event that any claim for indemnification is asserted or made within such six (6) year period, all rights to indemnification in respect of such claim shall continue until the disposition of such claim.

(c) The Surviving Corporation shall maintain in effect for six (6) years from the Effective Time, if available, the current directors’ and officers’ liability insurance policies maintained by the Company covering acts or omissions occurring at or prior to the Effective Time with respect to those persons who are currently (and any additional persons who prior to the Effective Time become) covered by the Company’s directors’ and officers’ liability insurance policy on terms and scope with respect to such coverage, and in amount, not less favorable to such individuals than those of such policy in effect on the date hereof (provided, that the Surviving Corporation may substitute therefor policies, issued by reputable insurers, of at least the same coverage with respect to matters occurring prior to the Effective Time containing terms and conditions that are not less favorable, including a “tail” policy); provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 7.07(c) more than an amount per year equal to 250% of current annual premiums paid by the Company for such insurance; provided, however, that in the event of an expiration, termination or cancellation of such current policies, Purchaser or the Surviving Corporation shall be required to obtain as much coverage as is possible under substantially similar policies for such maximum annual amount in aggregate annual premiums.

(d) In the event the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its

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properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation, or at Parent’s option, Parent, shall assume the obligations set forth in this Section 7.07.

(e) Parent shall cause the Surviving Corporation to perform all of the obligations of the Surviving Corporation under this Section 7.07.

SECTION 7.08 Further Action; Reasonable Best Efforts.

(a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) prepare and make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act and applicable foreign competition Laws with respect to the Transactions and (ii) use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger. In case, at any time after the Effective Time, if any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action.

(b) The parties hereto agree to cooperate and assist one another in connection with all actions to be taken pursuant to Section 7.08(a), including the preparation and making of the filings referred to therein and, if requested, amending or furnishing additional information thereunder, including, subject to applicable Law and the Confidentiality Agreement, providing copies of all related documents to the non-filing party and their advisors prior to filing, and to the extent practicable neither of the parties will file any such document or have any communication with any Governmental Authority without prior consultation with the other party. Each party shall keep the other apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Offer and the Transactions. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings and calls with such Governmental Authority.

(c) Each of the parties hereto agrees to cooperate and use its commercially reasonable efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

(d) Notwithstanding any other provision of this Agreement to the contrary, Parent agrees to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition law that may be asserted by any Governmental Authority or any other person so as to enable the parties to close the Transactions as promptly as

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reasonably practicable, including, without limitation, by seeking to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing or materially delaying the consummation of any part or all of the Transactions, provided, however, nothing in this section or in this Agreement shall be deemed to require the Company or Parent or any of their respective subsidiaries to agree to or take any action that would result in any Burdensome Condition. For purposes of this Agreement, a “Burdensome Condition” shall mean executing or carrying out agreements (including consent decrees) or submitting to Laws (i) providing for the license, sale or other disposition or holding separate (through the establishment of trust or otherwise) of any assets or categories of assets of the Company, Parent or their respective subsidiaries or the holding separate of the capital stock of a Parent subsidiary or (ii) imposing or seeking to impose any limitation on the ability of the Company, Parent or any of their respective subsidiaries to conduct their respective businesses (including, with respect to, market practices and structure) or own such assets or to acquire, hold or exercise full rights of ownership of the business of Parent, each of the Parent subsidiaries, the Company or the Subsidiaries that, in the case of (i) and (ii), individually or in the aggregate, would reasonably be expected to result in (A) the sale or divestiture of a material asset of the Company, Parent, the Surviving Corporation or any of their respective subsidiaries, (B) a Material Adverse Effect on the Company or a material adverse effect on Parent, the Surviving Corporation or any of their respective subsidiaries, or (C) a material adverse effect on the synergies which Parent reasonably expects from the transactions contemplated by this Agreement, in each case following the Effective Time.

SECTION 7.09 Public Announcements. Parent, Purchaser and the Company agree that no public release or announcement concerning the Transactions, the Offer or the Merger shall be issued by either party without the prior consent of the other party (which consent shall not be unreasonably withheld), except as such release or announcement may be required by Law or the rules or regulations of the SEC or any applicable securities exchange, in which case the party required to make the release or announcement shall use its reasonable best efforts to allow the other party reasonable time to comment on such release or announcement in advance of such issuance. The parties have agreed upon the form of a joint press release announcing the Offer and the execution of this Agreement.

SECTION 7.10 Certain Notifications. Between the date of this Agreement and the Effective Time, the Company shall promptly notify Parent and Purchaser of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement, including the Merger, (ii) any notice or communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, including the Merger, and (iii) any Action commenced or, to the Company’s knowledge, threatened against the Company or any Subsidiary which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.10 or which relates to the consummation of the transactions contemplated by this Agreement, including the Merger. Between the date of this Agreement and the Effective Time, Parent and Purchaser shall promptly notify the Company of any Action commenced or, to the knowledge of Parent or Purchaser, threatened against Parent or Purchaser which relates to the consummation of the transactions contemplated by this Agreement. Between the date of this Agreement and the Effective Time, each party shall promptly notify the other parties hereto in writing of (a) the occurrence, or nonoccurrence, of any event the occurrence, or

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nonoccurrence, of which would be likely to cause (x) any representation or warranty contained in this Agreement to be untrue or inaccurate or (y) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied and (b) any failure of the Company, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.10 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

ARTICLE VIII

CONDITIONS TO THE MERGER

SECTION 8.01 Conditions to the Merger. The obligations of each party to effect the Merger shall be subject to the satisfaction, at or prior to the Effective Time, of the following conditions:

(a) Stockholder Approval. If and to the extent required by the DGCL and the Certificate of Incorporation of the Company, this Agreement and the Transactions shall have been adopted and approved by the affirmative vote of the stockholders of the Company required by Law;

(b) No Injunctions or Restraints. No temporary restraining order, preliminary or permanent injunction or other judgment or order issued by any court or agency of competent jurisdiction or other Law, rule, legal restraint or prohibition (collectively, “Restraints”) shall be enacted or in effect preventing the consummation of the Transactions; and

(c) Offer. Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.

ARTICLE IX

TERMINATION, AMENDMENT AND WAIVER

SECTION 9.01 Termination. This Agreement may be terminated and the Offer, the Merger and the Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite adoption and approval of this Agreement and the Transactions by the stockholders of the Company:

(a) Subject to Section 7.03(c), by mutual written consent of each of Parent and the Company duly authorized by the Boards of Directors of Parent, Purchaser and the Company; or

(b) By either Parent or the Company:

(i) if Purchaser or its permitted assignee shall not have purchased all Shares validly tendered and not withdrawn pursuant to the Offer on or before

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November 12, 2008 (the “Outside Date”), which date may be extended to February 12, 2009 upon written notice of either Parent or the Company to the other party on or prior to the Outside Date, provided, however, that the right to terminate this Agreement under this Section 9.01(b) shall not be available to any party whose willful breach of a representation or warranty in this Agreement or whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of Purchaser or its permitted assignee to have purchased all Shares validly tendered and not withdrawn pursuant to the Offer on or before the Outside Date; or

(ii) if any Restraint preventing the consummation of the Offer or the Merger shall be in effect and shall have become final and nonappealable and has the effect of making consummation of the Offer or the Merger illegal or otherwise preventing or prohibiting consummation of the Offer or the Merger; provided, that the right to terminate this Agreement under this Section 9.01(b)(ii) shall not be available to a party if the issuance of such final, nonappealable Restraint was primarily due to or resulted from the failure of such party to perform its obligations under this Agreement.

(c) By Parent or Purchaser:

(i) if, prior to the purchase of Shares pursuant to the Offer, a Material Adverse Effect occurs with respect to the Company; or

(ii) if, prior to the purchase of Shares pursuant to the Offer, there has occurred a material breach of or material failure to perform any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement, which breach or failure to perform (A) would result in any of the events set forth in clause (d) of Annex A to occur and (B) is either incurable or, if curable, shall not have been cured prior to the earlier of twenty (20) days following receipt by the Company of written notice from Parent of such breach or failure to perform or the Outside Date, provided, that neither Parent nor Purchaser shall have the right to terminate this Agreement pursuant to this Section 9.01(c)(ii) if Parent or Purchaser, as the case may be, is in breach of this Agreement such that the Company would then have a right to terminate this Agreement pursuant to Section 9.01(d)(i); or

(iii) if, prior to the purchase of Shares pursuant to the Offer, the Board shall have (x) effected a Change in Board Recommendation, (y) failed, after receipt by the Company and public announcement of a Superior Proposal, publicly to reaffirm its adoption and recommendation of this Agreement, the Offer, the Merger or the other transactions contemplated by this Agreement within five (5) business days of receipt of a written request by Parent to provide such reaffirmation, provided Parent has not made a proposal to the Board pursuant to Section 7.05(d)(iii), in which event, this period shall be extended by three (3) days, or (z) resolved to do any of the foregoing;

(iv) due to a failure of the Tender Offer Conditions to be satisfied at the Expiration Date, the Offer shall have expired or been terminated without Purchaser having purchased any Shares pursuant thereto; provided, that Parent or Purchaser shall not have the right to terminate this Agreement pursuant to this Section 9.01(c)(iv) if Parent’s or Purchaser’s breach of this Agreement was directly or indirectly the cause of, or directly or indirectly resulted in, the failure of any of the Tender Offer Conditions to be satisfied or the failure of Purchaser to have accepted for payment and promptly paid for all Shares tendered pursuant to the Offer; or

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(v) if any Restraint imposing a Burdensome Condition shall be in effect.

(d) by the Company:

(i) if, prior to the purchase of Shares pursuant to the Offer, there has occurred a material breach of or material failure to perform any representation, warranty, covenant or agreement on the part of Parent or Purchaser set forth in this Agreement, which breach or failure to perform, if curable, shall not have been cured prior to the earlier of twenty (20) days following receipt by Parent of written notice from the Company of such breach or failure to perform or the Outside Date, provided, that the Company shall not have the right to terminate this Agreement pursuant to this Section 9.01(d)(i) if the Company is then in breach of this Agreement such that Parent would then have a right to terminate this Agreement pursuant to Section 9.01(c)(ii); or

(ii) upon approval of the Board, if Purchaser shall have (A) failed to commence the Offer within ten (10) business days following the date hereof, or (B) the Offer shall have expired or been terminated without Purchaser having accepted any or all of the Shares tendered for payment thereunder, unless such action or inaction under (A) or (B) shall have been caused by or directly or indirectly resulted from the failure of the Company to perform, provided, that the Company shall not have the right to terminate this Agreement pursuant to this Section 9.01(d)(ii) if the event referred to in this clause directly or indirectly resulted from or was caused by the Company’s failure to perform in any material respect any of its obligations under this Agreement or the failure of a condition set forth in clause (d) of Annex A.

(iii) prior to the purchase of Shares pursuant to the Offer, pursuant to, and in accordance with, the terms and conditions of Section 7.05(d) above and provided, that, concurrently with such termination the Company pays to Parent the Termination Fee and Deal Expenses payable pursuant to Section 9.03(b).

SECTION 9.02 Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability on the part of any party hereto or their respective officers or directors under this Agreement, other than (a) the provisions of Section 4.21, the second and third sentences of Section 7.04(a), this Section 9.02, Section 9.03 and Article X, which provisions shall survive such termination, and (b) nothing herein shall relieve or release any party from liability or damages arising out of fraud or any willful or knowing breach hereof prior to the date of such termination; provided, however, that the Confidentiality Agreement shall survive any termination of this Agreement.

SECTION 9.03 Fees and Expenses.

(a) Except as provided in clauses (b) and (c) of this Section 9.03, all fees and expenses incurred in connection with this Agreement, the Offer, the Merger and the other

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transactions contemplated by this Agreement, shall be paid by the party incurring such fees and expenses, whether or not the Offer or the Merger is consummated, except that the filings fees and expenses incurred in connection with the filing, printing, distribution and mailing of the Offer Documents, the Schedule 14D-9 and the Proxy Statement shall be shared equally by Parent and the Company.

(b) In the event that (i) this Agreement is terminated by Parent pursuant to Section 9.01(c)(iii), (ii) this Agreement is terminated by the Company pursuant to Section 9.01(d)(iii) or (iii)(A) an Acquisition Proposal shall have been made to the Company or shall have been made directly to the stockholders of the Company generally or shall have otherwise become publicly known or any person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal, (B) thereafter this Agreement is terminated pursuant to Section 9.01(b)(i), Section 9.01(c)(iv), or Section 9.01(d)(ii) and (C) within 12 months after such termination, the Company enters into any agreement to consummate, or consummates, the transactions contemplated by any Acquisition Proposal (regardless of whether such Acquisition Proposal is made before or after termination of this Agreement), then the Company shall pay Parent a fee equal to $5 million (the “Termination Fee”) plus Deal Expenses of up to $1 million, by wire transfer of same-day funds on the first business day following (x) in the case of a payment required by clause (i) or (ii) above, the date of termination of this Agreement, (y) in the case of a payment required by clause (iii) above, the date of the first to occur of the events referred to in clause (iii)(C) above and (z) the submission by Parent of a reasonably detailed list of its Deal Expenses. “Deal Expenses” shall mean the cash amount necessary to reimburse Parent and Purchaser on the one hand, and the Company on the other hand, as applicable, and each of their respective affiliates for all reasonable out-of-pocket fees and expenses (including the fees and expenses of counsel, accountants, investment banking firms, experts, consultants or financial advisors and their respective counsel and representatives) incurred at any time (whether before or after the date of this Agreement) by any of them or on their behalf in connection with the Offer, the Merger, this Agreement, including the authorization, preparation, negotiation, execution, and performance thereof, their due diligence investigation of the Company and the transactions contemplated by this Agreement.

(c) In addition to any other rights or remedies available to the Company pursuant to this Agreement or applicable Law, in the event that this Agreement is terminated by the Company pursuant to Section 9.01(d)(i) or Section 9.01(d)(ii)(A), then the Parent shall pay the Company its Deal Expenses of up to $1 million, by wire transfer of same day funds on the first business day following the date of termination of this Agreement and the submission by the Company of a reasonably detailed list of its Deal Expenses.

(d) The Company and Parent acknowledge and agree that the agreement contained in Section 9.03(b) and Section 9.03(c) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the parties would not enter into this Agreement; accordingly, if either party fails promptly to pay any amounts due pursuant to Section 9.03(b) or 9.03(c) , and, in order to obtain such payment, a party commences a lawsuit that results in a judgment against the other party for the Termination Fee and/or Deal Expenses, as applicable, the party determined to owe the Termination Fee and/or Deal Expenses, as applicable, shall pay to the other party its costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the Termination

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Fee and/or Deal Expenses, as the case may be, from the date such payment was required to be made until the date of payment at the prime rate of Citibank, N.A., in effect on the date such payment was required to be made, plus three percent (3%).

SECTION 9.04 Amendment. Subject to Section 7.03, this Agreement may be amended by the parties hereto by action taken by or on behalf of their respective Boards of Directors, whether before or after adoption of this Agreement by the stockholders of the Company, at any time prior to the Effective Time; provided, however, that, after the adoption and approval of this Agreement and the Transactions by the stockholders of the Company, no amendment may be made that would reduce the amount or change the type of consideration into which each Share shall be converted upon consummation of the Merger or alter or change any of the terms and conditions of this Agreement if any of such alterations or changes, alone or in the aggregate, would be materially adverse to the stockholders of the Company, or if such approval is otherwise required under applicable Law. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto.

SECTION 9.05 Waiver. Subject to Section 7.03, at any time prior to the Effective Time, any party hereto may (a) extend the time for the performance of any obligation or other act of any other party hereto, (b) waive any inaccuracy in the representations and warranties of any other party contained herein or in any document delivered pursuant hereto and (c) waive compliance with any agreement of any other party or any condition to its own obligations contained herein. Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the party or parties to be bound thereby.

ARTICLE X

GENERAL PROVISIONS

SECTION 10.01 Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 9.01, as the case may be, except that the agreements set forth in Articles III and X and Section 7.07 shall survive the Effective Time indefinitely and those set forth in Sections 7.04(b) and 9.03 shall survive termination indefinitely.

SECTION 10.02 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by overnight courier, by facsimile or email or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.02):

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if to Parent or Purchaser:

Comtech Telecommunications Corp.

68 South Service Road, Suite 230

Melville, NY 11747

Attention: Jerome Kapelus

Telephone: (631) 962-7000

E-mail: jerome.kapelus@comtechtel.com

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square New York, NY 10036

Attention: Jeffrey W. Tindell, Esq.

Telephone: (212) 735-3000

E-mail: jtindell@skadden.com

if to the Company:

Radyne Corporation

3138 E. Elwood Street Phoenix, AZ 85034

Attention: Malcolm Persen

Telephone: (602) 437-9620

E-mail: mpersen@radn.com

with a copy to:

DLA Piper US LLP

2415 East Camelback Road, Suite 700 Phoenix, AZ 85016-4245

Attention: Steven D. Pidgeon

Telephone: (480) 606-5124

E-mail: steven.pidgeon@dlapiper.com

SECTION 10.03 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the Transactions be consummated as originally contemplated to the fullest extent possible.

SECTION 10.04 Entire Agreement; Assignment. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes,

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except as set forth in Section 7.04(b), all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), except that Parent and Purchaser may assign all or any of their rights and obligations hereunder to any affiliate of Parent, provided, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.

SECTION 10.05 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, other than the provisions of Sections 7.06 and 7.07 (which are intended to be for the benefit of the persons covered thereby and may be enforced by such persons).

SECTION 10.06 Governing Law; Specific Performance.

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in the Court of Chancery of the State of Delaware. The parties hereto hereby (i) submit to the exclusive jurisdiction of the Court of Chancery for the State of Delaware for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (ii) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named court, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the Transactions may not be enforced in or by any of the above-named court.

(b) The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, subject to the provisions of Section 9.03(b), which shall be the exclusive right and remedy for the matters described therein provided the Company has complied with the provisions of Section 7.05 and not otherwise breached any covenant, representation or warranty or any other obligation or agreement in this Agreement, the parties agree that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware, without bond or other security being required, this being in addition to any other remedy to which they are entitled at Law or in equity. Parent and Purchaser agree and acknowledge that none of the directors, officers or affiliates of the Company shall have any personal liability hereunder, including, without limitation, for any breach of this Agreement or inaccuracy of any representation or warranty.

SECTION 10.07 Waiver of Jury Trial. Each of the parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the Transactions. Each of the parties hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would

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not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other hereto have been induced to enter into this Agreement and the Transactions, as applicable, by, among other things, the mutual waivers and certifications in this Section 10.07.

SECTION 10.08 Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 10.09 Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

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IN WITNESS WHEREOF, Parent, Purchaser and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

COMTECH TELECOMMUNICATIONS CORP.
By	/s/ Fred Kornberg
Title:	Chief Executive Officer
COMTECH TA CORP.
By	/s/ Fred Kornberg
Title:	Chief Executive Officer
RADYNE CORPORATION
By	/s/ Carl Myron Wagner
Title:	Chief Executive Officer

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ANNEX A

Conditions to the Offer

Capitalized terms used in this Annex A and not otherwise defined herein shall have the meanings assigned to them in the Agreement and Plan of Merger to which it is attached (the “Agreement”).

Notwithstanding any other provision of the Offer or the Agreement, neither Parent nor Purchaser shall be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, pay for any Shares tendered pursuant to the Offer, and, subject to the terms of the Agreement, and only after complying with any obligation to extend any Expiration Date as set forth in Section 2.01(b), may terminate or amend the Offer, if (i) there shall not be validly tendered in the Offer and not properly withdrawn prior to the Expiration Date that number of Shares which, together with the number of Shares, if any, then owned by Parent and its direct and indirect wholly-owned subsidiaries, constitutes at least a majority of the then outstanding Shares on a Fully Diluted Basis (the “Minimum Condition”); (ii) any applicable waiting period (and any extension thereof) applicable to the Offer or the Merger under the HSR Act shall not have expired or shall not have been terminated or any filings or approvals applicable to the Offer or the Merger of the competent competition authority of any member state of the European Union shall not have been made or obtained prior to the Expiration Date; (iii) any Burdensome Condition shall have been imposed in connection with obtaining any approvals or terminations described in clause (ii) of this paragraph; or (iv) at any time on or after the date of this Agreement and prior to the expiration of the Offer, any of the following events or conditions shall occur and continue to exist:

(a) there shall have been instituted or be pending any Action before any Governmental Authority (i)(A) by any Governmental Authority that seeks to impose a Burdensome Condition or (B) by a third party that is reasonably likely to impose a Burdensome Condition; (ii) that is reasonably likely to impose or confirm material limitations on the ability of Parent or Purchaser to exercise effectively full rights of ownership of any Shares, including the right to vote any Shares acquired by Purchaser pursuant to the Offer or otherwise, on all matters properly presented to the Company’s stockholders, including, without limitation, the adoption of this Agreement and the approval of the Transactions; or (iii) that is reasonably likely to restrain, enjoin or otherwise prohibit the making or consummation of the Offer or the Merger or the Transactions contemplated by Article III of the Agreement;

(b) there shall have been (x) any judgment, order or injunction entered or issued by any Governmental Authority of competent jurisdiction or (y) any applicable Law promulgated, enacted, entered, enforced, issued or amended by any Governmental Authority that would, or is reasonably likely, directly or indirectly, to result in any of the consequences referred to in clauses (i), (ii) or (iii) of clause (a) above;

(c) (i) the Board, or any committee thereof, shall have withdrawn or modified, in a manner adverse to Parent or Purchaser, the approval or recommendation of the Offer, the Merger, the Agreement, or approved or recommended any Acquisition Proposal or any other acquisition of Shares other than the Offer and the Merger or (ii) the Board, or any committee thereof, shall have resolved to do any of the foregoing;

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(d) (i) The Company shall not have performed all obligations and complied with all covenants required by the Agreement to be performed or complied with by it prior to the Expiration Date, in all material respects, and such failure to perform or comply shall not have been cured prior to the Expiration Date or (ii) the representations and warranties of the Company contained in Article IV of the Agreement shall not be true and correct (without regard to materiality or Material Adverse Effect qualifiers contained therein, except in respect of Section 4.09(b) of the Agreement, where such qualifier shall be taken into account without duplication) as of the date hereof and as of the Expiration Date as if made at and as of such time (other than representations and warranties made as of a specified date, which shall be true and correct as of such specified date), except for where the failure to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; provided, that the warranties in Sections 4.03 and 4.04 shall be true and correct (taking into account and giving effect to any materiality or Material Adverse Effect qualifiers contained therein) as of the date hereof and as of the Expiration Date in all but de minimis respects (other than such representations and warranties made as of specified date, which shall be true and correct in all but de minimis respects as of such specified date);

(e) a Material Adverse Effect with respect to the Company shall have occurred;

(f) the Agreement shall have been terminated in accordance with its terms;

(g) Purchaser and the Company shall have reached mutual agreement to terminate the Offer or postpone the acceptance for payment of Shares thereunder;

(h) the Company shall not have furnished Parent with a certificate dated as of the date of determination signed on its behalf by both its Chief Executive Officer and Chief Financial Officer to the effect that the conditions set forth in items (d) or (e) of this Annex A shall not have occurred and continue to exist; or

(i) Other than filings pursuant to the HSR Act or filings or approvals of the competent competition authority of any member state of the European Union, any material consent approval or authorization of any Governmental Authority required of Parent, the Company or any of their subsidiaries to consummate the Offer or the Merger shall not have been obtained or shall have been obtained subject to a Burdensome Condition.

Subject to the terms and conditions of the Agreement, the foregoing conditions are for the sole benefit of Parent and Purchaser and, subject to the terms and conditions of the Agreement and the applicable rules and regulations of the SEC, may be waived by Parent or Purchaser, in whole or in part, at any time, at the sole discretion of Parent or Purchaser. The failure by Parent or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts and circumstances and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time.

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EXHIBIT A

Certificate of Incorporation

CERTIFICATE OF INCORPORATION

OF

COMTECH TA CORP.

The undersigned incorporator, in order to form a corporation under the General Corporation Law of Delaware, certifies as follows:

FIRST:	The name of the corporation is:
	COMTECH TA CORP.

SECOND: The registered office of the corporation is to be located at 2711 Centerville Road Suite 400, Wilmington, Delaware, 19808, New Castle County. The name of its registered agent at that address is Corporation Service Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The corporation shall have the authority to issue 1,000 shares of common stock, par value $0.01 per share.

FIFTH: The name and mailing address of the incorporator are as follows:

Robert A. Cantone, Esq.

c/o Proskauer Rose LLP

1585 Broadway

New York, New York 10036

SIXTH: Whenever a compromise or arrangement is proposed between the corporation and its creditors or any class of them and/or between the corporation and its stock holders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the corporation under the provisions of §291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the corporation under the provisions of §279 of Title 8 of the Delaware Code order a meeting of

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the creditors or class of creditors, and/or of the stockholders or class of stockholders of the corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the corporation, as the case may be, and also on the corporation.

SEVENTH: A director of this corporation shall not be personally liable to the corporation or its stockholders for monetary damages for the breach of any fiduciary duty as a director, except in the case of (a) any breach of the director’s duty of loyalty to the corporation or its stockholders, (b) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (c) under section 174 of the General Corporation Law of the State of Delaware or (d) for any transaction from which the director derives an improper personal benefit. Any repeal or modification of this Article by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

EIGHTH: The corporation shall, to the fullest extent permitted by law, as the same is now or may hereafter be in effect, indemnify each person (including the heirs, executors, administrators and other personal representatives of such person) against expenses including attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with any threatened, pending or completed suit, action or proceeding (whether civil, criminal, administrative or investigative in nature or otherwise) in which such person may be involved by reason of the fact that he or she is or was a director or officer of the corporation or is or was serving any other incorporated or unincorporated enterprise in such capacity at the request of the corporation.

NINTH: Unless, and except to the extent that, the by-laws of the corporation shall so require, the election of directors of the corporation need not be by written ballot.

TENTH: The corporation hereby confers the power to adopt, amend or repeal bylaws of the corporation upon the directors.

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IN WITNESS WHEREOF, I have hereunto set my hand this 8^th day of May, 2008.

/s/ Robert A. Cantone

Robert A. Cantone

Sole Incorporator

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EXHIBIT B

Bylaws

BY-LAWS

OF

COMTECH TA CORP.

1. MEETINGS OF STOCKHOLDERS.

1.1 Annual Meeting. The annual meeting of stockholders for the purpose of electing directors and of transacting such other business as may come before it shall be held each year at such date, time and place, either within or without the State of Delaware, as may be determined by the board of directors (the “Board”).

1.2 Special Meetings. Special meetings of the stockholders may be held at any time upon call of the called by the Chairman of the Board or by resolution of the Board or shall be called by the President or Secretary upon the written request stating the purpose or purposes of the meeting of a majority of the directors then in office or of the holders of a majority of the outstanding shares entitled to vote. Only business related to the purposes set forth in the notice of the meeting may be transacted at a special meeting.

1.3 Place and Time of Meetings. Meetings of the stockholders may be held in or outside Delaware at the place and time specified by the Board or the officers or stockholders requesting the meeting.

1.4 Notice of Meetings; Waiver of Notice. Written notice of each meeting of stockholders shall be given to each stockholder entitled to vote at the meeting, except that (a) it shall not be necessary to give notice to any stockholder who submits a signed waiver of notice before or after the meeting, and (b) no notice of an adjourned meeting need be given, except when required under section 1.5 below or by law. Each notice of a meeting shall be given, personally or by mail, not fewer than 10 nor more than 60 days before the meeting and shall state the time and place of the meeting, and, unless it is the annual meeting, shall state at whose direction or request the meeting is called and the purposes for which it is called. If mailed, notice shall be considered given when mailed to a stockholder at his address on the corporation’s records. The attendance of any stockholder at a meeting, without protesting at the beginning of the meeting that the meeting is not lawfully called or convened, shall constitute a waiver of notice by him.

1.5 Quorum. At any meeting of stockholders, the presence in person or by proxy of the holders of a majority of the shares entitled to vote shall constitute a quorum for the transaction of any business. In the absence of a quorum, a majority in voting interest of those present or, if no stockholders are present, any officer entitled to preside at or to act as secretary of the meeting, may adjourn the meeting until a quorum is present. At any adjourned meeting at which a quorum is present, any action may be taken that might have been taken at the meeting as

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originally called. No notice of an adjourned meeting need be given, if the time and place are announced at the meeting at which the adjournment is taken, except that, if adjournment is for more than 30 days or if, after the adjournment, a new record date is fixed for the meeting, notice of the adjourned meeting shall be given pursuant to section 1.4.

1.6 Voting; Proxies. Each stockholder of record shall be entitled to one vote for each share registered in his name. Corporate action to be taken by stockholder vote, other than the election of directors, shall be authorized by a majority of the votes cast at a meeting of stockholders, except as otherwise provided by law or by section 1.8. Directors shall be elected in the manner provided in section 2.1. Voting need not be by ballot, unless requested by a majority of the stockholders entitled to vote at the meeting or ordered by the chairman of the meeting. Each stockholder entitled to vote at any meeting of stockholders or to express consent to or dissent from corporate action in writing without a meeting may authorize another person to act for him by proxy. No proxy shall be valid after three years from its date, unless it provides otherwise.

1.7 List of Stockholders. Not fewer than 10 days prior to the date of any meeting of stockholders, the secretary of the corporation shall prepare a complete list of stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. For a period of not fewer than 10 days prior to the meeting, the list shall be available during ordinary business hours for inspection by any stockholder for any purpose germane to the meeting. During this period, the list shall be kept either (a) at a place within the city where the meeting is to be held, if that place shall have been specified in the notice of the meeting, or (b) if not so specified, at the place where the meeting is to be held. The list shall also be available for inspection by stockholders at the time and place of the meeting.

1.8 Action by Consent Without a Meeting. Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not fewer than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voting. Prompt notice of the taking of any such action shall be given to those stockholders who did not consent in writing.

2. BOARD OF DIRECTORS.

2.1 Number, Qualification, Election and Term of Directors. The business of the corporation shall be managed by or under the direction of a Board of three (3) directors. The number of directors may be changed by resolution of a majority of the Board or by the holders of a majority of the shares entitled to vote, but no decrease may shorten the term of any incumbent director. Directors shall be elected at each annual meeting of stockholders by a plurality of the votes cast and shall hold office until the next annual meeting of stockholders and until the election and qualification of their respective successors, subject to the provisions of section 2.9. As used in these by-laws, the term “entire Board” means the total number of directors the corporation would have, if there were no vacancies on the Board.

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2.2 Quorum and Manner of Acting. A majority of the entire Board shall constitute a quorum for the transaction of business at any meeting, except as provided in section 2.10. Action of the Board shall be authorized by the vote of the majority of the directors present at the time of the vote, if there is a quorum, unless otherwise provided by law or these by-laws. In the absence of a quorum, a majority of the directors present may adjourn any meeting from time to time until a quorum is present.

2.3 Place of Meetings. Meetings of the Board may be held in or outside Delaware.

2.4 Annual and Regular Meetings. Annual meetings of the Board, for the election of officers and consideration of other matters, shall be held either (a) without notice immediately after the annual meeting of stockholders and at the same place, or (b) as soon as practicable after the annual meeting of stockholders, on notice as provided in section 2.6. Regular meetings of the Board may be held without notice at such times and places as the Board determines. If the day fixed for a regular meeting is a legal holiday, the meeting shall be held on the next business day.

2.5 Special Meetings. Special meetings of the Board may be called by the chairman or by a majority of the directors.

2.6 Notice of Meetings; Waiver of Notice. Notice of the time and place of each special meeting of the Board, and of each annual meeting not held immediately after the annual meeting of stockholders and at the same place, shall be given to each director by mailing it to him at his residence or usual place of business at least three days before the meeting, or by delivering or telephoning or telegraphing it to him at least two days before the meeting. Notice of a special meeting also shall state the purpose or purposes for which the meeting is called. Notice need not be given to any director who submits a signed waiver of notice before or after the meeting or who attends the meeting without protesting at the beginning of the meeting the transaction of any business because the meeting was not lawfully called or convened. Notice of any adjourned meeting need not be given, other than by announcement at the meeting at which the adjournment is taken.

2.7 Board or Committee Action Without a Meeting. Any action required or permitted to be taken by the Board or by any committee of the Board may be taken without a meeting, if all the members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents by the members of the Board or the committee shall be filed with the minutes of the proceedings of the Board or the committee.

2.8 Participation in Board or Committee Meetings by Conference Telephone. Any or all members of the Board or any committee of the Board may participate in a meeting of the Board or the committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

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2.9 Resignation and Removal of Directors. Any director may resign at any time by delivering his resignation in writing to the chairman, president or secretary of the corporation, to take effect at the time specified in the resignation; the acceptance of a resignation, unless required by its terms, shall not be necessary to make it effective. Any or all of the directors may be removed at any time, either with or without cause, by vote of the stockholders.

2.10 Vacancies. Any vacancy in the Board, including one created by an increase in the number of directors, may be filled for the unexpired term by a majority vote of the remaining directors, though less than a quorum.

2.11 Compensation. Directors shall receive such compensation as the Board determines, together with reimbursement of their reasonable expenses in connection with the performance of their duties. A director also may be paid for serving the corporation or its affiliates or subsidiaries in other capacities.

3. COMMITTEES.

3.1 Executive Committee. The Board, by resolution adopted by a majority of the entire Board, may designate an executive committee of one or more directors, which shall have all the powers and authority of the Board, except as otherwise provided in the resolution, section 141(c) of the General Corporation Law of Delaware or any other applicable law. The members of the executive committee shall serve at the pleasure of the Board. All action of the executive committee shall be reported to the Board at its next meeting.

3.2 Other Committees. The Board, by resolution adopted by a majority of the entire Board, may designate other committees of one or more directors, which shall serve at the Board’s pleasure and have such powers and duties as the Board determines.

3.3 Rules Applicable to Committees. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In case of the absence or disqualification of any member of a committee, the member or members present at a meeting of the committee and not disqualified, whether or not a quorum, may unanimously appoint another director to act at the meeting in place of the absent or disqualified member. All action of a committee shall be reported to the Board at its next meeting. Each committee shall adopt rules of procedure and shall meet as provided by those rules or by resolutions of the Board.

4. OFFICERS.

4.1 Number; Security. The executive officers of the corporation shall be the chairman, a chief executive officer, a president, one or more vice presidents (including an executive vice president, if the Board so determines), a secretary and a treasurer. Any two or more offices may be held by the same person. The board may require any officer, agent or employee to give security for the faithful performance of his duties.

4.2 Election; Term of Office. The executive officers of the corporation shall be elected annually by the Board, and each such officer shall hold office until the next annual meeting of the Board and until the election of his successor, subject to the provisions of section 4.4.

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4.3 Subordinate Officers. The Board may appoint subordinate officers (including assistant secretaries and assistant treasurers), agents or employees, each of whom shall hold office for such period and have such powers and duties as the Board determines. The Board may delegate to any executive officer or committee the power to appoint and define the powers and duties of any subordinate officers, agents or employees.

4.4 Resignation and Removal of Officers. Any officer may resign at any time by delivering his resignation in writing to the chairman, president or secretary of the corporation, to take effect at the time specified in the resignation; the acceptance of a resignation, unless required by its terms, shall not be necessary to make it effective. Any officer elected or appointed by the Board or appointed by an executive officer or by a committee may be removed by the Board either with or without cause, and in the case of an officer appointed by an executive officer or by a committee, by the officer or committee that appointed him or by the chairman.

4.5 Vacancies. A vacancy in any office may be filled for the unexpired term in the manner prescribed in sections 4.2 and 4.3 for election or appointment to the office.

4.6 The Chairman. The chairman shall preside over all meetings of the board at which he is present, and shall have such other powers and duties as chairmen of the boards of corporations usually have or the Board assigns to him.

4.7 The Chief Executive Officer. Subject to the control of the Board, the chief executive officer of the corporation shall manage and direct the daily business and affairs of the corporation and shall communicate to the Board and any Committee thereof reports, proposals and recommendations for their respective consideration or action. He or she may do and perform all acts on behalf of the Corporation and shall preside at all meetings of the stockholders if present thereat, and in the absence of the chairman have such powers and perform such duties as the Board or the chairman may from time to time prescribe or as may be prescribed in these By-laws, and in the event of the absence, incapacity or inability to act of the chairman, then the chief executive officer shall perform the duties and exercise the powers of the chairman.

4.8 President. The president shall have such powers and perform such duties as the Board or the chairman may from time to time prescribe or as may be prescribed in these By-laws.

4.9 Vice President. Each vice president shall have such powers and duties as the Board or the chairman assigns to him.

4.10 The Treasurer. The treasurer shall be the chief financial officer of the corporation and shall be in charge of the corporation’s books and accounts. Subject to the control of the Board, he shall have such other powers and duties as the Board or the president assigns to him or her.

4.11 The Secretary. The secretary shall be the secretary of, and keep the minutes of, all meetings of the Board and the stockholders, shall be responsible for giving notice

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of all meetings of stockholders and the Board, and shall keep the seal and, when authorized by the Board, apply it to any instrument requiring it. Subject to the control of the Board, he or she shall have such powers and duties as the Board or the president assigns to him or her. In the absence of the secretary from any meeting, the minutes shall be kept by the person appointed for that purpose by the presiding officer.

4.12 Salaries. The Board may fix the officers salaries, if any, or it may authorize the chairman to fix the salary of any other officer.

5. SHARES.

5.1 Certificates. The corporation’s shares shall be represented by certificates in the form approved by the Board. Each certificate shall be signed by the chairman, chief executive officer, president or a vice president, and by the secretary or an assistant secretary or the treasurer or an assistant treasurer, and shall be sealed with the corporation’s seal or a facsimile of the seal. Any or all of the signatures on the certificate may be a facsimile.

5.2 Transfers. Shares shall be transferable only on the corporation’s books, upon surrender of the certificate for the shares, properly endorsed. The Board may require satisfactory surety before issuing a new certificate to replace a certificate claimed to have been lost or destroyed.

5.3 Determination of Stockholders of Record. The Board may fix, in advance, a date as the record date for the determination of stockholders entitled to notice of or to vote at any meeting of the stockholders, or to express consent to or dissent from any proposal without a meeting, or to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action. The record date may not be more than 60 or fewer than 10 days before the date of the meeting or more than 60 days before any other action.

6. INDEMNIFICATION AND INSURANCE.

6.1 Right to Indemnification. Each person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or inaction in an official capacity or in any other capacity while serving as director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent permitted by the General Corporation Law of Delaware, as amended from time to time, against all costs, charges, expenses, liabilities and losses (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and that indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his heirs, executors and administrators; provided, however, that, except as provided in section 6.2, the corporation shall indemnify any such person seeking indemnification

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in connection with a proceeding (or part thereof) initiated by that person, only if that proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred in these by-laws shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the General Corporation Law of Delaware, as amended from time to time, requires, the payment of such expenses incurred by a director or officer in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by that person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced, if it shall ultimately be determined that such director or officer is not entitled to be indemnified under these by-laws or otherwise. The corporation may, by action of its Board, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

6.2 Right of Claimant to Bring Suit. If a claim under section 6.1 is not paid in full by the corporation within 30 days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant also shall be entitled to be paid the expense of prosecuting that claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition, where the required undertaking, if any, is required and has been tendered to the corporation) that the claimant has failed to meet a standard of conduct that makes it permissible under Delaware law for the corporation to indemnify the claimant for the amount claimed. Neither the failure of the corporation (including its Board, its independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances because he has met that standard of conduct, nor an actual determination by the corporation (including its Board, its independent counsel or its stockholders) that the claimant has not met that standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet that standard of conduct.

6.3 Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this section 6 shall not be exclusive of any other right any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

6.4 Insurance. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against that expense, liability or loss under Delaware law.

6.5 Expenses as a Witness. To the extent any director, officer, employee or agent of the corporation is by reason of such position, or a position with another entity at the request of the corporation, a witness in any action, suit or proceeding, he or she shall be indemnified against all costs and expenses actually and reasonably incurred by him her or on his or her behalf in connection therewith.

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6.6 Indemnity Agreements. The corporation may enter into agreement with any director, officer, employee or agent of the corporation providing for indemnification to the fullest extent permitted by Delaware law.

7. MISCELLANEOUS.

7.1 Seal. The Board shall adopt a corporate seal, which shall be in the form of a circle and shall bear the corporation’s name and the year and state in which it was incorporated.

7.2 Fiscal Year. The Board may determine the corporation’s fiscal year. Until changed by the Board, the last day of the corporation’s fiscal year shall be July 31.

7.3 Voting of Shares in Other Corporations. Shares in other corporations held by the corporation may be represented and voted by an officer of this corporation or by a proxy or proxies appointed by one of them. The Board may, however, appoint some other person to vote the shares.

7.4 Amendments. By-laws may be amended repealed or adopted by the stockholders.

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EX-99.D.2

Exhibit (d)(2)

CONFIDENTIAL DISCLOSURE AGREEMENT

THIS AGREEMENT is entered into as of this 3rd day of January, 2008, by and between Comtech Telecommunications Corp., a Delaware corporation having a place of business at Melville, New York (“Comtech”), and Radyne Corporation, a Delaware corporation having a place of business at Phoenix, Arizona (“Radyne”).

W I T N E S S E T H:

In consideration of the mutual covenants, terms and conditions hereinafter expressed, Comtech and Radyne agree as follows:

1. “Confidential Information” with respect to a party hereto (the “Disclosing Party”) shall mean technical and business information including, where appropriate and without limitation, any information, business and financial data, patent disclosures, patent applications, structures, models, techniques, processes, mask works, compositions, and compounds relating to the same disclosed by the Disclosing Party to the other party hereto (the “Receiving Party”) or obtained by the Receiving Party through observation or examination of information, but only to the extent that such information is maintained as confidential by the Disclosing Party and is marked or otherwise identified as confidential when disclosed to the Receiving Party or, in the case of information given verbally, is identified as confidential in a written document received by the Receiving Party within 30 days of such verbal disclosure to the Receiving Party.

2. In connection with the consideration of a possible negotiated transaction between Comtech and Radyne, each of Comtech and Radyne agrees to disclose certain Confidential Information to the other in connection with their respective evaluations of such possible negotiated transaction. The parties intend that Confidential Information will be exchanged through a data room or otherwise and that management presentations and meetings will occur as promptly as practicable.

3. Each Receiving Party agrees that it will not disclose any Confidential Information received from the Disclosing Party to third parties other than to its general partners, directors, officers, employees, attorneys, accountants, bankers, financial advisors or consultants (collectively, Representatives”) who need to know such information for the sole purpose of evaluating a possible negotiated transaction between Comtech and Radyne (it being understood that such Representatives shall be informed of the confidential nature of such information and shall agree to keep such information confidential), and each Receiving Party agrees not to use any of such Confidential Information at any time except for the purposes of evaluation; provided, however, each Receiving Party shall have no liability to the Disclosing Party with respect to use, or disclosure to others not parties to this Agreement, of such information as the Receiving Party can establish to:

(a) have been publicly known;

(b) have become publicly known, without fault on the part of Receiving Party, subsequent to disclosure by the Disclosing Party of such information to the Receiving Party or its Representatives;

(c) have been otherwise known by the Receiving Party prior to communication by the Disclosing Party to the Receiving Party of such information;

(d) have been received by the Receiving Party at any time from a source other than the Disclosing Party lawfully having possession of such information;

(e) have been independently developed by the Receiving Party without use of such information; or

(f) be required by law, regulation, NASDAQ requirement or legal process,

in the cases of subsections (c) and (d), provided that the source of such information was not known by the recipient to be bound by a confidentiality agreement or other legal or fiduciary obligation of confidentiality.

4. Each party hereto agrees that, without prior written consent of the other party hereto, it or its Representatives will disclose only to its Representatives, and then only on a need to know basis, the fact that discussions or negotiations are taking place concerning a possible transaction between the parties, or any of the terms, conditions or other facts with respect thereto (including the status thereof), or that Confidential Information has been or may be made available to the other party, provided that a party hereto may make such disclosure to another person if in the opinion of their counsel such disclosure is required by applicable law, regulation, NASDAQ requirement or legal process.

5. In the event that a Receiving Party or any of its Representatives are requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt written notice of any such request or requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this letter agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Disclosing Party, the Receiving Party or any of the Receiving Party’s Representatives are nonetheless, in the opinion of the Receiving Party’s counsel, legally compelled to disclose Confidential Information or else stand liable for contempt or suffer other censure or penalty, the Receiving Party or the Receiving Party’s Representative may, without liability hereunder, disclose only that portion of the Confidential Information which such counsel advises the Receiving Party is legally required to be disclosed, provided that the Receiving Party exercise efforts, at the Disclosing Party’s expense, to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating with the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.

6. Comtech further agrees that, without the prior consent of Radyne, all communications regarding the proposed transaction, requests for additional information, and discussions or questions regarding procedures, will be submitted or directed only to Needham & Company and not to Radyne or any of its affiliates or any of its or their respective Representatives.

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7. If either party hereto decides that such party does not wish to proceed with a transaction with the other party, then such party shall promptly notify the other party of that decision and, in that case, at any time upon the request of the Disclosing Party for any reason, each Receiving Party shall promptly deliver to the Disclosing Party all tangible items relating to Confidential Information, including all written material, photographs, models, mask works, compounds, compositions and the like made available or supplied by the Disclosing Party to the Receiving Party, and all copies thereof, and all other material relating to a possible transaction prepared by a Receiving Party or its Representatives shall be destroyed and no copy thereof shall be retained. Notwithstanding the return or destruction of the Confidential Information and such related material, each party hereto and such party’s Representatives will continue to be bound by such party’s obligations of confidentiality and other obligations hereunder.

8. This Agreement shall not be construed to grant any license or other rights except as specified herein.

9. This Agreement may not be assigned by a party hereto.

10. Each Disclosing Party warrants that it believes that it has the right to enter into and to perform its obligations hereunder without any breach of its obligations to others. Each Disclosing Party makes no other warranty relating to the Confidential Information and the use to be made thereof by the Receiving Party and disclaims all implied warranties. Each Receiving Party agrees that neither the Disclosing Party nor any of its Representatives (including, without limitation, Needham & Company) shall have any liability to such Receiving Party or any of its Representatives relating to or resulting from the use of the Confidential Information. Only those representations and warranties that are made in a final definitive agreement regarding the transactions contemplated by paragraph 2, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect.

11. No change, modification, extension, termination or waiver of this Agreement, or any of the provisions herein contained, shall be valid unless made in writing and signed by duly authorized representatives of the parties hereto.

12. Each Receiving Party agrees that unless and until a definitive agreement between the parties with respect to any transaction referred to in paragraph 2 has been executed and delivered, neither party will be under any legal obligation of any kind whatsoever with respect to such a transaction by virtue of this or any written or oral expression with respect to such a transaction by any of its directors, officers, employees, agents or any other representatives or its advisors or representatives thereof except, in the case of this Agreement, for the matters specifically agreed to herein. Comtech further acknowledges and agrees that Radyne reserves the right, in its sole discretion, to reject any and all proposals made by Comtech with regard to a transaction between Comtech and Radyne, and to terminate discussions and negotiations with Comtech at any time.

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13. In consideration of the Confidential Information being furnished hereunder, each party hereby agrees that, for a period of two years from the date hereof, neither party nor any of its affiliates will directly or indirectly solicit to employ any of the officers or employees of the other party so long as they are employed by such other party without obtaining the prior written consent of the affected party, provided, however, that the foregoing shall not prohibit either party from general solicitations of employment by placement of general advertisements for employees in newspapers or other media of general circulation. For purposes of this letter agreement, the term “affiliate” shall have the meaning ascribed thereto in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

14. In consideration of the Confidential Information being furnished to Comtech, Comtech hereby further agrees that, without the prior written consent of the Board of Directors of Radyne, for a period of 18 months from the date hereof, neither Comtech nor any of its affiliates, acting alone or as part of a group, will:

(a) Acquire or offer or agree to acquire, directly or indirectly, by purchase or otherwise, any voting securities (or direct or indirect rights or options to acquire any voting securities) of Radyne;

(b) Conduct, or in any way participate, directly or indirectly, in, any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission) to vote or consent or seek to advise or influence any person or entity with respect to the voting of consenting of any of the securities of Radyne, or otherwise seek to control or influence its management, Board of Directors or policies;

(c) Submit a proposal for or offer of (with or without conditions) any extraordinary transaction involving Radyne or its securities or assets, including any recapitalization, restructuring, securities buyback, liquidation or dissolution;

(d) Form, join, or in any way participate in a “group” as defined in Section 13(d)(3) of the Securities Exchange Act in connection with any of the matters of the type set forth in the foregoing clauses (a) through (c) hereof;

(e) Discuss or communicate regarding any of the foregoing matters with any stockholder of Radyne; or

(f) Take any action that might force Radyne to make a public announcement regarding any of the matters of the type set forth in clauses (a) through (e) hereof.

Notwithstanding the foregoing, the limitations and prohibitions set forth in this paragraph and the immediately preceding paragraph shall no longer apply from the earliest of (x) the date a third party enters into an agreement or letter of intent with Radyne to acquire, or a third party acquires, “beneficial ownership” (as such term is defined under the Exchange Act) of fifty percent (50%) or more of the common equity of Radyne, or the Board of Directors of Radyne (or any committee thereof) recommends publicly that the stockholders of Radyne tender to a third party proposing to acquire beneficial ownership of fifty percent (50%) or more of the common

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equity of Radyne or (y) the time that the current members of the Board of Directors of Radyne no longer represent a majority of the Board of Directors of Radyne, it being understood that the replacement of or appointment of additional directors not constituting in the aggregate a majority of the current size of the Board of Directors shall not be deemed to trigger this clause (y). In addition, nothing in this paragraph or the immediately preceding paragraph shall limit the ability of Comtech from making oral or written proposals to the Board of Directors of Radyne or its Representatives regarding any potential transaction, provided such oral or written proposals would not reasonably be expected to compel Radyne under applicable law or regulation to make a public announcement or disclosure.

15. This Agreement contains the entire understanding between the parties hereto with respect to the matters covered herein and supersedes all prior agreements and understandings, written or oral, between the parties relating to the subject matter hereof.

16. The obligations of each party hereunder shall continue for a period of two years from the date hereof, except if not otherwise permitted under the provisions of this Agreement the fact that the parties have had discussions or negotiations regarding a transaction, which information shall remain in confidence for five years. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The parties consent to the federal courts located in the state of the principal headquarters of Radyne as a non-exclusive venue for any litigation arising out of this Agreement.

17. Each Receiving Party shall be responsible for any breach of this letter agreement by any of their Representatives and agrees at their sole expense to take all reasonable measures (including but not limited to court proceedings) to restrain their Representatives from prohibited or unauthorized disclosure or use of the Confidential Information.

18. It is further understood and agreed that money damages would not be a sufficient remedy for any breach of this letter agreement by either Receiving Party or any of their Representatives and that the Disclosing Party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this letter agreement but shall be in addition to all other remedies available at law or equity.

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19. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

ACCEPTED AND AGREED TO:
COMTECH TELECOMMUNICATIONS CORP.		RADYNE CORPORATION
By	/s/ Fred Kornberg	By	/s/ Carl Myron Wagner
	Fred Kornberg		Carl Myron Wagner
Title	Chief Executive Officer	Title	Chief Executive Officer

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