Form 8-K

8-K — COMTECH TELECOMMUNICATIONS CORP /DE/

Accession: 0000023197-26-000084

Filed: 2026-08-03

Period: 2026-07-30

CIK: 0000023197

SIC: 3663 (RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — cmtl-20260730.htm (Primary)

EX-4.1 (ex41formoffirstamendmentto.htm)

EX-10.1 (ex101comtech-amendmentno5t.htm)

EX-10.2 (ex102comtech-subordinatedc.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: cmtl-20260730.htm · Sequence: 1

cmtl-20260730

FALSECOMTECH TELECOMMUNICATIONS CORP /DE/000002319700000231972026-07-302026-07-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

July 30, 2026

0-7928

Date of Report

(Date of earliest event reported)

Commission File Number

Comtech Telecommunications Corp.

(Exact name of registrant as specified in its charter)

Delaware 11-2139466

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification Number)

305 N 54th Street,

Chandler, Arizona 85226

(Address of Principal Executive Offices) (Zip Code)

(480) 333-2200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of exchange on which registered

Common Stock, par value $0.10 per share CMTL NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Amended Credit Agreement

On July 30, 2026, Comtech Telecommunications Corp. (“Comtech” or the “Company”) entered into the Amendment No. 5 to Credit Agreement (the “Senior Amendment No. 5”) with the lenders party thereto, TCW Asset Management Company LLC, as administrative agent (the “Administrative Agent”), and Wingspire Capital LLC, as revolving agent (in such capacity, the “Revolving Agent” and, together with the Administrative Agent, the “Agents”) which amends that certain Credit Agreement, dated as of June 17, 2024 (the “Credit Agreement”), among the Company, the lenders party thereto and the Agents (as amended by that certain Waiver and Amendment No. 1 to Credit Agreement, dated as of October 17, 2024, that certain Waiver and Amendment No. 2 to Credit Agreement, dated as of March 3, 2025, that certain Amendment No. 3 to Credit Agreement, dated July 21, 2025, and that certain Consent and Amendment No. 4 to Credit Agreement, dated June 14, 2026 (the “Senior Consent and Amendment No. 4”), the “Existing Credit Agreement” and, as amended by the Senior Amendment No. 5, the “Amended Credit Agreement”).

The Senior Amendment No. 5 amends the Existing Credit Agreement to, among other things, (i) waive any excess cash flow prepayment that would have been payable for the fiscal year ended July 31, 2026, and (ii) make certain technical amendments regarding the application of a prepayment of outstanding obligations under the Amended Credit Agreement using sixty-five percent (65%) of the $10.0 million advance payment of the purchase price (the “Advanced Payment”) received under that certain Securities Purchase Agreement, dated June 14, 2026 (the “Purchase Agreement”), by and among Comtech, certain direct or indirect subsidiaries of Comtech named therein and Wavestream Corporation.

The foregoing description of the Senior Amendment No. 5 and the Amended Credit Agreement is not complete and is qualified in its entirety by the actual terms of the Senior Amendment No. 5, a copy of which is attached to this Report as Exhibit 10.1 and is incorporated herein by reference.

Amended Subordinated Credit Agreement

On July 30, 2026, the Company entered into the Amendment No. 4 to Subordinated Credit Agreement (the “Subordinated Amendment No. 4”) with the guarantors party thereto, the lenders party thereto and U.S. Bank Trust Company, National Association, as agent (the “Subordinated Agent”), which amends that certain Subordinated Credit Agreement, dated as of October 17, 2024, among the Company, the guarantors party thereto, the lenders party thereto and the Subordinated Agent (as amended by that certain Waiver and Amendment No. 1 to Subordinated Credit Agreement, dated as of March 3, 2025, that certain Amendment No. 2 to Subordinated Credit Agreement, dated as of July 21, 2025, and that certain Amendment No. 3 to Subordinated Credit Agreement, dated June 14, 2026, the “Existing Subordinated Credit Agreement” and, as amended by the Subordinated Amendment No. 4, the “Amended Subordinated Credit Agreement;” the Amended Subordinated Credit Agreement, together with the Amended Credit Agreement, the “Credit Agreements”).

The Subordinated Amendment No. 4 amends the Existing Subordinated Credit Agreement to, among other things, make certain technical amendments regarding the application of a prepayment of outstanding obligations under the Amended Subordinated Credit Agreement using thirty-five percent (35%) of the $10.0 million Advanced Payment received under the Purchase Agreement.

The foregoing description of the Subordinated Amendment No. 4 and the Amended Subordinated Credit Agreement is not complete and is qualified in its entirety by the actual terms of the Subordinated Amendment No. 4, a copy of which is attached to this Report as Exhibit 10.2, and is incorporated herein by reference.

Amendment to Warrant

Pursuant to the Senior Consent and Amendment No. 4, on July 30, 2026 the Company entered into an amendment (the “Warrant Amendment”) to those certain Common Stock Purchase Warrants, dated as of June 17, 2024 (the “Lender Warrants,” and as amended by the Warrant Amendment, the “Amended Lender Warrants”), initially issued by the Company to certain lenders (the “Warrant Holders”) party to the Credit Agreement.

As previously disclosed in the Company’s Current Report on Form 8-K filed on June 18, 2024 (the “June 2024 8-K”), the Lender Warrants entitle the Warrant Holders to purchase from the Company up to 1,435,884 shares of the Company’s common stock, par value $0.10 per share (the “Common Stock”), at any time and from time to time after the issue date and on or prior to the close of business on June 17, 2031, at an exercise price of $0.10 per share, subject to certain adjustments. A form of the Lender Warrant is filed with the SEC as Exhibit 4.1 to the June 2024 8-K.

Pursuant to the Amended Lender Warrants, upon the consummation of (x) a refinancing resulting in the payment in full of all Term Loan Obligations (as defined in the Amended Credit Agreement) on or before the Maturity Date (as defined in the Amended Credit Agreement) (a “Term Loan Refinancing”), or (y) the Specified Permitted Individual Disposition (as defined in the Amended Credit Agreement), each of the Warrant Holders shall have the right (a “Put Right”), by delivering a written notice to the Company (the “Optional Repurchase Notice”), to sell, and, upon exercise by any Warrant Holder of its Put Right, the Company shall have the obligation to purchase in cash, up to 50% of the Amended Lender Warrants held by such Warrant Holder. The purchase price per share for any such repurchased Amended Lender Warrants shall be equal to 90% of the 30-day volume-weighted average price of the Common Stock calculated as of the day immediately prior to the applicable Optional Repurchase Date (as defined below) in accordance with the terms of the Amended Lender Warrants. The purchase of Amended Lender Warrants as a result of the valid exercise by any Warrant Holder of its Put Right will occur on or before the later of (a) (x) in the case of a Term Loan Refinancing, the consummation of the applicable Term Loan Refinancing, and (y) in the case of the Specified Permitted Individual Disposition, one full trading day following the date such Warrant Holder delivers the Optional Repurchase Notice to the Company in accordance with the terms of the Amended Lender Warrants (each, an “Optional Repurchase Date”), and (b) the second business day after the date any physical certificate representing such Warrant is delivered to the Company. Prior to this amendment, the Put Right only applied to a refinancing resulting in the payment in full of all Term Loan Obligations on or before the Maturity Date, and not the consummation of the Specified Permitted Individual Disposition.

The foregoing description of the Warrant Amendment and the Amended Lender Warrants is not complete and is qualified in its entirety by the form of the Warrant Amendment, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Item 8.01 Other Events.

In connection with the amendments, on July 31, 2026, Comtech made voluntary prepayments of $6.5 million toward the term loan under the Amended Credit Agreement and $3.5 million toward the priority term loan under the Amended Subordinated Credit Agreement. The $6.5 million prepayment related to the Amended Credit Agreement was in addition to Comtech repaying $1.0 million of scheduled term loan principal on July 31, 2026. As previously reported in Comtech’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2026, in May 2026 Comtech repaid the outstanding balance of its revolving loan facility, which remains undrawn as of the date hereof.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

4.1

Form of First Amendment to Common Stock Purchase Warrant.

10.1

Amendment No. 5 to Credit Agreement, dated as of July 30, 2026, by and among Comtech Telecommunications Corp., as borrower, the lenders named therein, TCW Asset Management Company LLC, as administrative agent, and Wingspire Capital LLC, as revolving agent.

10.2

Amendment No. 4 to Subordinated Credit Agreement, dated as of July 30, 2026, by and among Comtech Telecommunications Corp., as borrower, the guarantors named therein, the lenders named therein, and U.S. Bank Trust Company, National Association, as agent.

104 Cover Page Interactive Data File (embedded within the Inline XBRL Document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMTECH TELECOMMUNICATIONS CORP.

Dated: August 3, 2026

By: /s/ Michael A. Bondi

Name: Michael A. Bondi

Title: Chief Financial Officer

EX-4.1

Filename: ex41formoffirstamendmentto.htm · Sequence: 2

Document

Exhibit 4.1

FORM OF

FIRST AMENDMENT TO

COMMON STOCK PURCHASE WARRANT

OF COMTECH TELECOMMUNICATIONS CORP.

This FIRST AMENDMENT TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) is made and entered into as of July 30, 2026, by and between Comtech Telecommunications Corp., a Delaware corporation (the “Company”), and [__________] (“Holder”). The Company and the Holder are referred to herein from time to time collectively as the “Parties,” and each individually, as a “Party.” Capitalized terms used in this Amendment and not otherwise defined shall have the meanings ascribed to them in the Warrant (as defined below).

WHEREAS, on [_____ __, 202_], the Company issued to Holder a Warrant to Purchase Common Stock, pursuant to which Holder is entitled to purchase [__________] shares of the Company’s Common Stock at an exercise price equal to $0.10 per share (the “Warrant”); and

WHEREAS, that certain fee letter, dated as of June 17, 2024, by and between the Company and TCW Asset Management Company LLC, as administrative agent (as amended, restated, supplemented, or otherwise modified from time to time, the “Fee Letter”), has been further amended pursuant to the Fourth Amendment to the Fee Letter, dated as of June 14, 2026 (the “Fee Letter Amendment”), which amended and restated Section C.2 of the Fee Letter to grant the Holder the right to require the Company to repurchase (the “Put Right”) up to 50% of the Holder's Warrants upon the consummation of the Specified Permitted Individual Disposition (as defined in the Credit Agreement) upon the terms and conditions set forth therein; and

WHEREAS, the Parties desire to amend the Warrant to codify the Put Right and make conforming modifications to Section 11.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree to amend the Warrant as follows:

1. New Definitions. The following defined terms are hereby added to the Warrant in appropriate alphabetical order among the existing defined terms:

“Optional Repurchase Trigger Event” means, as applicable, the earlier of (i) the consummation of a Term Loan Refinancing or (ii) the consummation of the Specified Permitted Individual Disposition.”

“Specified Permitted Individual Disposition” has the meaning ascribed to such term in the Credit Agreement.”

“SPID Disclosure Date” has the meaning set forth in Section 11.1(b).”

“SPID Optional Repurchase Date” has the meaning set forth in Section 11.2(b).”

2. Amendment to Section 11 Heading. The title of Section 11 of the Warrant is hereby amended and restated as follows:

“11. Optional Repurchase Right in Connection with a Term Loan Refinancing or Specified Permitted Individual Disposition.”

3. Amendment to Section 11.1 of the Warrant. Section 11.1 of the Warrant is hereby amended and restated in its entirety as follows:

“11.1 Optional Repurchase Right. Subject to the other terms of this Section 11, the Holder shall have the right (the “Optional Repurchase Right”) to require the Company to repurchase up to 50% of the Holder's Warrants for a cash purchase price equal to the applicable Optional Repurchase Price upon occurrence of an Optional Repurchase Trigger Event, as further described in Sections 11.1(a) and 11.1(b) below.

(a) Term Loan Refinancing. Upon the consummation of a Term Loan Refinancing, the Holder may exercise its Optional Repurchase Right, and the applicable Optional Repurchase Date shall be as set forth in Section 11.2(a) hereof. The Company's obligation to effect such Optional Repurchase shall be contingent upon the consummation of such Term Loan Refinancing. If such Term Loan Refinancing is not consummated, any Optional Repurchase Notice delivered in connection therewith shall be deemed withdrawn and of no force or effect.

(b) Specified Permitted Individual Disposition. Upon the consummation of the Specified Permitted Individual Disposition, the Holder may exercise its Optional Repurchase Right; provided, however, that the Optional Repurchase Right arising under this Section 11.1(b) shall not become exercisable, and the Holder shall not be entitled to deliver an Optional Repurchase Notice with respect thereto, until at least one (1) full Trading Day following the first date on which the Company has publicly disclosed the consummation of the Specified Permitted Individual Disposition in a filing with the Commission or in another broadly disseminated public announcement (such first date of public disclosure, the “SPID Disclosure Date”). If the Specified Permitted Individual Disposition is not consummated, any Optional Repurchase Notice purportedly delivered in respect thereof shall be deemed null and void and of no force or effect.”

4. Amendment to Section 11.2 of the Warrant. Section 11.2 of the Warrant is hereby amended and restated in its entirety as follows:

“11.2 Optional Repurchase Date.

(a) Term Loan Refinancing. The Optional Repurchase Date for the Optional Repurchase of any Warrant arising from a Term Loan Refinancing pursuant to Section 11.1(a) will be the date of the consummation of the applicable Term Loan Refinancing.

(b) Specified Permitted Individual Disposition. The Optional Repurchase Date for any Optional Repurchase of a Warrant arising from the Specified Permitted Individual Disposition pursuant to Section 11.1(b) (the “SPID Optional Repurchase Date”) will be the date that is one (1) full Trading Day following the date on which the Holder delivers the applicable Optional Repurchase Notice to the Company in accordance with Section 11.4.1(b)(B).

5. Amendment to Section 11.3 of the Warrant. Section 11.3 of the Warrant is hereby amended and restated in its entirety as follows:

“11.3 Optional Repurchase Price.

(a) Term Loan Refinancing. The Optional Repurchase Price for any Warrant to be repurchased upon an Optional Repurchase arising from a Term Loan Refinancing pursuant to Section 11.1(a) will be equal to the number of shares of Common Stock for which the Warrant may be exercised multiplied by 90% of the Daily VWAP, determined as of the day immediately prior to the Optional Repurchase Date.

(b) Specified Permitted Individual Disposition. The Optional Repurchase Price for any Warrant to be repurchased upon an Optional Repurchase arising from the Specified Permitted Individual Disposition pursuant to Section 11.1(b) will be equal to the number of shares of Common Stock for which the Warrant may be exercised multiplied by 90% of the Daily VWAP, determined as of the close of trading on the day immediately prior to the Optional Repurchase Date.

6. Amendment to Section 11.4.1 of the Warrant. Section 11.4.1 of the Warrant is hereby amended and restated in its entirety as follows:

“11.4.1 To exercise its Optional Repurchase Right for any Warrant(s), the Holder must deliver to the Company:

(a) a duly completed, written Optional Repurchase Notice with respect to such Warrant(s); and

(b) such Warrant(s), duly endorsed for transfer;

provided, however, that (A) in the case of an Optional Repurchase arising from a Term Loan Refinancing pursuant to Section 11.1(a), such Optional Repurchase Notice must be delivered no sooner than the day that the Company notifies the Holder of the proposed Term Loan Refinancing giving rise to the Optional Repurchase Right and no later than the later of (i) fifteen (15) Trading Days after the Company notifies the Holder of the proposed Term Loan Refinancing giving rise to the Optional Repurchase Right and (ii) five (5) Trading Days prior to the Optional Repurchase Date and any purported Optional Repurchase Notice delivered before, and any purported delivery after, the range set forth above will be deemed null and void; and (B) in the case of an Optional Repurchase arising from the Specified Permitted Individual Disposition pursuant to Section 11.1(b), such Optional Repurchase Notice must be delivered no earlier than one (1) full Trading Day after the SPID Disclosure Date. Any purported Optional Repurchase Notice delivered prior to one (1) full Trading Day after the SPID Disclosure Date shall be deemed null and void and of no force or effect.”

7. Amendment to Section 11.4.2(e) of the Warrant. Section 11.4.2(e) of the Warrant is hereby amended and restated in its entirety as follows:

“(e) that the Holder's election to effect the Optional Repurchase is contingent upon the consummation of the applicable Optional Repurchase Trigger Event.”

8. Full Force and Effect. From and after the date hereof, all references in the Warrant to “this Warrant,” “hereof” or words of similar import shall mean the Warrant as amended by this Amendment. Except as expressly set forth herein, the Warrant shall remain in full force and effect on the terms and conditions set forth therein.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

COMPANY:

COMTECH TELECOMMUNICATIONS

CORP.

By: _____________________________

Name:

Title:

HOLDER:

[__________]

By: _____________________________

Name:

Title:

[FIRST AMENDMENT TO WARRANT

SIGNATURE PAGE]

EX-10.1

Filename: ex101comtech-amendmentno5t.htm · Sequence: 3

Document

Exhibit 10.1

Execution Version

AMENDMENT NO. 5 TO CREDIT AGREEMENT

This AMENDMENT NO. 5 TO CREDIT AGREEMENT (this "Amendment") is entered into as of July 30, 2026, by and among COMTECH TELECOMMUNICATIONS CORP., a Delaware corporation ("Comtech", and together with those additional entities that hereafter become parties to the Credit Agreement as Borrowers in accordance with the terms thereof, each, a "Borrower" and individually and collectively, jointly and severally, the "Borrowers"), the Lenders identified on the signature pages hereof, WINGSPIRE CAPITAL LLC, as revolving agent for the Revolving Lenders (in such capacity, together with its successors and assigns in such capacity, "Revolving Agent"), and TCW ASSET MANAGEMENT COMPANY LLC, as administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, "Agent").

WHEREAS, Comtech, the Lenders, Revolving Agent and Agent are parties to that certain Credit Agreement dated as of June 17, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); and

WHEREAS, the Borrowers have requested that the Agent, Revolving Agent and the Lenders party hereto agree to amend the Credit Agreement in certain respects as more specifically set forth herein, and Agent, Revolving Agent and such Lenders have agreed to so amend the Credit Agreement, in each case, on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:

1.Defined Terms. Unless otherwise defined herein, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement.

2.Amendments to Credit Agreement. In reliance upon the representations and warranties of Borrowers set forth in Section 6 below, and subject to the satisfaction of the conditions to effectiveness set forth in Section 5 below, the Credit Agreement is hereby amended as follows:

(a)The following definitions are added to Section 1.1 of the Credit Agreement in their proper alphabetical order:

"Amendment No. 5 Closing Date" means July 30, 2026.

"Third Excess Cash Flow Period" means the fiscal year period ending on July 31, 2027.

(b)The definition of "Excess Cash Flow Period" set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:

"Excess Cash Flow Period" means, as applicable, (i) the First Excess Cash Flow Period, (ii) the Second Excess Cash Flow Period, (iii) the Third Excess Cash Flow Period, and (iv) the fiscal year period ending on each July 31 thereafter.

(c)The definition of "Fee Letter" set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:

"Fee Letter" means that certain Fee Letter, dated as of even date with this Agreement, among Borrowers and Agent, in form and substance reasonably satisfactory to Agent, as amended, restated, amended and restated, supplemented or otherwise modified from time to time, including as amended by that certain First Amendment to Fee Letter, dated as of the Amendment No. 1 Closing Date, among Borrowers and Agent, that certain Second Amendment to Fee Letter, dated as of the Amendment No. 2 Closing Date, among Borrowers and Agent, that certain Third Amendment to Fee Letter, dated as of the Amendment No. 3 Closing Date, among Borrowers and Agent, that certain Fourth Amendment to Fee Letter, dated as of the Amendment No. 4 Closing Date, among Borrowers and Agent, and that certain Fifth Amendment to Fee Letter, dated as of the Amendment No. 5 Closing Date, among Borrowers and Agent.

(d)Clause (a) of the definition of "Net Cash Proceeds" set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:

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extent that in each case the funds described above in this clause (iv) are (x) deposited into escrow with a third party escrow agent or set aside in a separate Deposit Account that is subject to a Control Agreement in favor of Revolving Agent (in its capacity as sub-agent of Agent), and (y) paid to Agent as a prepayment of the applicable Obligations in accordance with Section 2.4(e) of this Agreement (or as otherwise set forth herein with respect to the Specified Permitted Individual Disposition) at such time when such amounts are no longer required to be set aside as such a reserve; provided that solely for purposes of Section 2.4(e)(iii) of this Agreement, (1) the Net Cash Proceeds of the Specified Permitted Individual Disposition attributable to the "Advance Payment" (as defined in the Purchase Agreement) shall be deemed to be zero Dollars ($0) until the earliest of (x) the consummation of the Specified Permitted Individual Disposition, (y) the receipt by Agent of written notice from the Administrative Borrower of its election to apply an amount equal to 65% of the Net Cash Proceeds of the Specified Permitted Individual Disposition attributable to the "Advance Payment" (as defined in the Purchase Agreement) to a prepayment of the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) of this Agreement (the "Specified Permitted Individual Disposition Prepayment Election"), and (z) the termination of the Purchase Agreement in accordance with the terms thereof (the "Specified Permitted Individual Disposition Termination"); provided further that, in the event of a Specified Permitted Individual Disposition Termination, the Net Cash Proceeds of the Specified Permitted Individual Disposition attributable to the "Advance Payment" (as defined in the Purchase Agreement) shall not exceed the amount of the "Advance Payment" (as defined in the Purchase Agreement) retained by the Loan Parties pursuant to the terms of the Purchase Agreement, and (2) any prepayment made by Borrowers during the period commencing on the Amendment No. 4 Closing Date and ending on the date of consummation the Specified Permitted Individual Disposition by way of a Specified Permitted Individual Disposition Prepayment Election (including, for the avoidance of doubt, a prepayment of the Specified Preferred Subordinated Debt up to an amount not to exceed 35% of the Net Cash Proceeds of the Specified Permitted Individual Disposition attributable to the "Advance Payment" (as defined in the Purchase Agreement)) shall not be included in the amount of Net Cash Proceeds of the Specified Permitted Individual Disposition calculated upon the consummation of the Specified Permitted Individual Disposition; and

3.Continuing Effect. References in the Credit Agreement to "this Agreement" (and indirect references such as "hereunder", "hereby", "herein", and "hereof") and in any Loan Document to the "Credit Agreement" shall be deemed to be references to the Credit Agreement as modified hereby. Except as expressly set forth in Section 2 of this Amendment, nothing in this Amendment shall constitute a modification or alteration of the terms, conditions or covenants of the Credit Agreement or any other Loan Document, or a waiver of any other terms or provisions thereof, and the Credit Agreement and the other Loan Documents shall remain unchanged and shall continue in full force and effect, in each case as modified hereby. This Amendment is a Loan Document.

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4.Reaffirmation and Confirmation. Each Loan Party party hereto (and with respect to each Loan Party other than the Borrowers, by such Loan Party's execution and delivery of the attached Consent and Reaffirmation) hereby ratifies, affirms, acknowledges and agrees that the Credit Agreement and the other Loan Documents to which it is a party represent its valid, enforceable and collectible obligations, and further acknowledges that there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Credit Agreement or any other Loan Document. Each Loan Party party hereto (and with respect to each Loan Party other than the Borrowers, by such Loan Party's execution and delivery of the attached Consent and Reaffirmation) hereby agrees that this Amendment in no way acts as a release or relinquishment of the Liens and rights securing payments of the Obligations. The Liens and rights securing payment of the Obligations as amended by this Amendment are hereby ratified and confirmed by each Loan Party party hereto (and with respect to each Loan Party other than the Borrowers, by such Loan Party's execution and delivery of the attached Consent and Reaffirmation) in all respects.

5.Conditions to Effectiveness. The effectiveness of this Amendment is expressly conditioned upon the satisfaction of each of the following conditions precedent in a manner satisfactory to Agent and Revolving Agent:

(a)Agent and Revolving Agent shall have received a copy of this Amendment, and the attached Consent and Reaffirmation, executed and delivered by Agent, Revolving Agent, the Lenders and the Loan Parties;

(b)Agent and Revolving Agent shall have received a true, complete and correct copy of the executed Amendment No. 4 to the Specified Preferred Subordinated Credit Agreement, in form and substance reasonably satisfactory to Agent and Revolving Agent;

(c)the Borrowers shall have paid Agent and Revolving Agent for all Lender Group Expenses (including reasonable and documented out-of-pocket attorneys' fees and expenses) payable to Agent and Revolving Agent, as applicable, on or prior to the closing date of this Amendment;

(d)Agent shall have received an executed copy of that certain Fifth Amendment to Fee Letter, dated as of the date hereof, among Borrowers and Agent;

(e)Agent and Revolving Agent shall have received all other documents and legal matters in connection with the transactions contemplated by this Amendment and such documents shall have been delivered or executed or recorded and shall be in form and substance satisfactory to Agent and Revolving Agent;

(f)the representations and warranties of the Loan Parties set forth in Section 6 below shall be true and correct as of the date hereof;

(g)no Default or Event of Default shall have occurred and be continuing on the date hereof or as of the effectiveness of this Amendment; and

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(h)Agent shall have received a copy of an amendment to the Specified Preferred Subordination Agreement, in form and substance reasonably satisfactory to Agent and duly executed by Agent, the Specified Preferred Lenders and the Loan Parties.

6.Representations and Warranties. In order to induce Agent, Revolving Agent and the Lenders to enter into this Amendment, each Loan Party party hereto (and with respect to each Loan Party other than the Borrowers, by such Loan Party's execution and delivery of the attached Consent and Reaffirmation) hereby represents and warrants to Agent, Revolving Agent and Lenders that:

(a)after giving effect to this Amendment, each of the representations and warranties of each Loan Party or its Subsidiaries contained in the Credit Agreement or in the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)) as of such earlier date;

(b)no Default or Event of Default has occurred and is continuing;

(c)the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate (or equivalent) action on the part of such Loan Party and this Amendment has been duly executed and delivered by such Loan Party; and

(d)this Amendment, the attached Consent and Reaffirmation and the Loan Documents, as amended hereby, constitute legal, valid and binding obligations of the Loan Parties and are enforceable against such Loan Parties in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.

7.Miscellaneous.

(a)Expenses. The Borrowers agree to pay on demand all Lender Group Expenses of Agent, Revolving Agent and the Lenders in connection with the preparation, negotiation, execution, delivery and administration of this Amendment in accordance with the terms of the Credit Agreement.

(b)Severability. Each provision of this Amendment shall be severable from every other provision of this Amendment for the purpose of determining the legal enforceability of any specific provision.

(c)Choice of Law and Venue; Jury Trial Waiver. Without limiting the applicability of any other provision of the Credit Agreement or any other Loan Document, the terms and provisions set forth in Section 12 of the Credit Agreement are expressly incorporated herein by reference; provided, that, to the extent that (i) the reaffirmation and confirmation given by the Loan Parties in Section 4 hereof and (ii) the attached Consent and Reaffirmation executed and delivered by the Loan Parties relate to matters contained in Loan Documents governed by, and construed in accordance with laws other than the state of New York, the laws governing those Loan Documents shall apply thereto.

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(d)Counterparts; Electronic Execution. Without limiting the applicability of any other provision of the Credit Agreement or any other Loan Document, the terms and provisions set forth in Section 17.7 of the Credit Agreement are expressly incorporated herein by reference.

8.Release. In consideration of the agreements of Agent, Revolving Agent and the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of itself and its respective successors and assigns, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent, Revolving Agent and the Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Revolving Agent, each Lender and all such other Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name and nature, known as of the date of this Amendment, both at law and in equity, which such Loan Party, or any of its respective successors or assigns may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, in each case for or on account of, or in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto, except with respect to any Claim against any Releasee not known to a Loan Party on the date hereof that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Releasee or its officers, directors, employees, attorneys or agents.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized and delivered as of the date first above written.

BORROWER:

COMTECH TELECOMMUNICATIONS CORP., a Delaware corporation, as a Borrower

By: /s/ Michael A. Bondi

Name: Michael A. Bondi

Title: Chief Financial Officer

Signature Page to Amendment No. 5 to Credit Agreement

TCW ASSET MANAGEMENT COMPANY LLC, as Agent

By: /s/Suzanne Grosso

Name: Suzanne Grosso

Title: Managing Director

TCW RESCUE FINANCING FUND II LP,

as a Lender

By TCW Asset Management Company LLC, its Investment Advisor

By: /s/Suzanne Grosso

Name: Suzanne Grosso

Title: Managing Director

TCW WV Financing LLC, as a Lender

By TCW Asset Management Company LLC, its Collateral Manager

By: /s/Suzanne Grosso

Name: Suzanne Grosso

Title: Managing Director

WINGSPIRE CAPITAL LLC, as Revolving Agent and a Revolving Lender

By: /s/Brian Long

Name: Brian Long

Title: Managing Director

Signature Page to Amendment No. 5 to Credit Agreement

CLOVER PRIVATE CREDIT OPPORTUNITIES ORIGINATION II LP, as a Lender

By O’Connor Alternative Investments, LLC, as Investment Manager

By: /s/Gregory Najarian

Name: Gregory Najarian

Title: Managing Director

By: O’Connor Alternative Investments, LLC, as Investment Manager

By: /s/Jaeho Choi

Name: Jaeho Choi

Title: Managing Director

Signature Page to Amendment No. 5 to Credit Agreement

CLOVER ZERMATT O LLC, as a Lender

By O’Connor Alternative Investments, LLC, as Investment Manager

By: /s/Gregory Najarian

Name: Gregory Najarian

Title: Managing Director

By: O’Connor Alternative Investments, LLC, as Investment Manager

By: /s/Jaeho Choi

Name: Jaeho Choi

Title: Managing Director

TRIFOLIUM O SPE LLC, as a Lender

By O’Connor Alternative Investments, LLC, as Investment Manager

By: /s/Gregory Najarian

Name: Gregory Najarian

Title: Managing Director

By: O’Connor Alternative Investments, LLC, as Investment Manager

By: /s/Jaeho Choi

Name: Jaeho Choi

Title: Managing Director

Signature Page to Amendment No. 5 to Credit Agreement

CEDAR CREST 2022-1 LLC, as a Term Loan Lender

By: /s/Donald J. Puglisi

Name: Donald J. Puglisi

Title: Manager

SHAWNEE 2024-1, LLC, as a Term Loan Lender

By: /s/Donald J. Puglisi

Name: Donald J. Puglisi

Title: Manager

Signature Page to Amendment No. 5 to Credit Agreement

EDCF I ASSETCO, LLC, as a Term Loan Lender

By Eldridge Diversified Credit Fund Holdco, LP, its sole member

By: Eldridge Diversified Credit Fund Holdco GP, LLC, its general partner

By: Eldridge GP, LLC, its sole member

By: /s/Robert Ott

Name: Robert Ott

Title: General Counsel

EDCF II ASSETCO, LLC, as a Term Loan Lender

By Eldridge Diversified Credit Fund II GP, LP, its managing member

By: Eldridge GP, LLC, its general partner

By: /s/Robert Ott

Name: Robert Ott

Title: General Counsel

Signature Page to Amendment No. 5 to Credit Agreement

EDCF II OFFSHORE ASSETCO, LLC, as a Term Loan Lender

By Eldridge Diversified Credit Fund II GP, LP, its managing member

By: Eldridge GP, LLC, its general partner

By: /s/Robert Ott

Name: Robert Ott

Title: General Counsel

RNF ASSETCO, LLC, as a Term Loan Lender

By Eldridge Diversified Credit Fund RNF Master LP, its sole member

By Eldridge Diversified Credit RNF GP, LP, its general partner

By: Eldridge GP, LLC, its general partner

By: /s/Robert Ott

Name: Robert Ott

Title: General Counsel

Signature Page to Amendment No. 5 to Credit Agreement

CONSENT AND REAFFIRMATION

Each Guarantor hereby (i) acknowledges receipt of a copy of the foregoing Amendment No. 5 to Credit Agreement (the “Amendment”; capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Amendment), (ii) consents to each Borrower's execution and delivery of the Amendment; (iii) agrees to be bound by the Amendment (including, without limitation, Section 8 thereof); (iv) affirms that nothing contained in the Amendment shall modify in any respect whatsoever any Loan Document to which it is a party except as expressly set forth therein; and (v) ratifies, affirms, acknowledges and agrees that each of the Loan Documents to which such Guarantor is a party represents the valid, enforceable and collectible obligations of such Guarantor, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally, and further acknowledges that there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Credit Agreement or any other such Loan Document. Each Guarantor hereby agrees that the Amendment in no way acts as a release or relinquishment of the Liens and rights securing payments of the Obligations as amended by the Amendment. The Liens and rights securing payment of the Obligations as amended by the Amendment are hereby ratified and confirmed by such Guarantor in all respects. Although each Guarantor has been informed of the matters set forth herein and has acknowledged and agreed to same, each Guarantor understands that none of Agent, Revolving Agent or any Lender has any obligation to inform any Guarantor of such matters in the future or to seek any Guarantor's acknowledgment or agreement to future amendments, waivers or consents, and nothing herein shall create such a duty.

Without limiting the applicability of any other provision of the Credit Agreement or any other Loan Document, the terms and provisions set forth in (i) Section 17.7 and (ii) Section 12 of the Credit Agreement are expressly incorporated herein by reference; provided that, to the extent that (i) the reaffirmation and confirmation given by the Loan Parties in Section 4 of the Amendment and (ii) this Consent and Reaffirmation relate to matters contained in Loan Documents governed by, and construed in accordance with laws other than the state of New York, the laws governing those Loan Documents shall apply thereto.

[Signature Pages Follow]

IN WITNESS WHEREOF, each of the undersigned has executed this Consent and Reaffirmation on and as of the date of the Amendment.

COMTECH SATELLITE NETWORK TECHNOLOGIES, INC., a Delaware corporation

By: /s/Michael A. Bondi

Name: Michael A. Bondi

Title: Chief Financial Officer and Treasurer

SOLACOM TECHNOLOGIES (US), INC., a Delaware corporation

By: /s/Michael A. Bondi

Name: Michael A. Bondi

Title: Chief Financial Officer and Treasurer

NG-911, INC., an Iowa corporation

By: /s/Michael A. Bondi

Name: Michael A. Bondi

Title: Chief Financial Officer and Treasurer

TELECOMMUNICATIONS SYSTEMS, INC., a Maryland corporation

By: /s/Michael A. Bondi

Name: Michael A. Bondi

Title: Chief Financial Officer and Treasurer

COMTECH SYSTEMS, INC., a Delaware corporation

By: /s/Michael A. Bondi

Name: Michael A. Bondi

Title: Chief Financial Officer and Treasurer

Signature Page to Consent and Reaffirmation

MICRODATA, LLC, a Maryland limited liability company

By: /s/Donald E. Walther

Name: Donald E. Walther

Title: Secretary

NEXTGEN COMMUNICATIONS, INC., a Maryland corporation

By: /s/Donald E. Walther

Name: Donald E. Walther

Title: Secretary

NEXTGEN COMMUNICATIONS, INC., a Virginia corporation

By: /s/Donald E. Walther

Name: Donald E. Walther

Title: Secretary

COMTECH NEXTGEN LLC, a Delaware limited liability company

By: /s/Michael A. Bondi

Name: Michael A. Bondi

Title: Chief Financial Officer and Treasurer

COMTECH MOBILE DATACOM LLC, a Delaware limited liability company

By: /s/Michael A. Bondi

Name: Michael A. Bondi

Title: Chief Accounting Officer and Treasurer

COMTECH TACTICAL EUROPE LLC, a Delaware limited liability company

By: /s/Michael A. Bondi

Name: Michael A. Bondi

Title: Chief Financial Officer and Treasurer

Signature Page to Consent and Reaffirmation

MICRODATA GIS, INC., a Vermont corporation

By: /s/Donald E. Walther

Name: Donald E. Walther

Title: Secretary

MAPLE ACQUISITION LLC, a Maryland limited liability company

By: /s/Donald E. Walther

Name: Donald E. Walther

Title: Secretary

OLIVE ACQUISITION LLC, a Maryland limited liability company

By: /s/Donald E. Walther

Name: Donald E. Walther

Title: Secretary

ANGELS ACQUISITION CORP., a Delaware corporation

By: /s/Donald E. Walther

Name: Donald E. Walther

Title: Secretary

COMTECH AEROASTRO, INC., a Delaware corporation

By: /s/Donald E. Walther

Name: Donald E. Walther

Title: Secretary

COMTECH ANTENNA SYSTEMS, INC., a Delaware corporation

By: /s/Donald E. Walther

Name: Donald E. Walther

Title: Secretary

Signature Page to Consent and Reaffirmation

COMTECH COMMUNICATIONS CORPORATION, a Delaware corporation

By: /s/Donald E. Walther

Name: Donald E. Walther

Title: Secretary

COMTECH COMSTREAM, INC., a Delaware corporation

By: /s/Donald E. Walther

Name: Donald E. Walther

Title: Secretary

COMTECH TOLT TECHNOLOGIES, INC., a Delaware corporation

By: /s/Donald E. Walther

Name: Donald E. Walther

Title: Secretary

TIERNAN RADYNE COMSTREAM, INC., a Delaware corporation

By: /s/Donald E. Walther

Name: Donald E. Walther

Title: Secretary

NETWORKS IN MOTION, INC., a Delaware corporation

By: /s/Donald E. Walther

Name: Donald E. Walther

Title: Secretary

SOLVERN INNOVATIONS, INC., a Maryland corporation

By: /s/Donald E. Walther

Name: Donald E. Walther

Title: Secretary

Signature Page to Consent and Reaffirmation

CSNTI PRODUCTS CO, LLC, a Delaware limited liability company

by its sole member

Comtech Satellite Network Technologies Inc

By: /s/Michael A. Bondi

Name: Michael A. Bondi

Title: Chief Financial Officer and Assistant Secretary

CMTL SERVICES CO, LLC, a Texas limited liability company

by its sole member

Comtech Telecommunications Corp.

By: /s/Michael A. Bondi

Name: Michael A. Bondi

Title: Chief Financial Officer

Signature Page to Consent and Reaffirmation

COMTECH SATELLITE NETWORK TECHNOLOGIES CORP., a Canadian federal corporation

By: /s/Michael A. Bondi

Name: Michael A. Bondi

Title: Chief Accounting Officer

COMTECH SOLACOM TECHNOLOGIES, INC., a Canadian federal corporation

By: /s/Michael A. Bondi

Name: Michael A. Bondi

Title: Chief Accounting Officer and Assistant Secretary

COMTECH UK HOLDINGS LIMITED, a United Kingdom Limited Corporation

By: /s/Michael A. Bondi

Name: Michael A. Bondi

Title: Director

CGC TECHNOLOGY LIMITED, a United Kingdom Limited Corporation

By: /s/Michael A. Bondi

Name: Michael A. Bondi

Title: Director

Signature Page to Consent and Reaffirmation

EX-10.2

Filename: ex102comtech-subordinatedc.htm · Sequence: 4

Document

Exhibit 10.2

Execution Version

AMENDMENT NO. 4 TO SUBORDINATED CREDIT AGREEMENT

This AMENDMENT NO. 4 TO SUBORDINATED CREDIT AGREEMENT (this “Amendment”) is entered into as of July 30, 2026, by and among COMTECH TELECOMMUNICATIONS CORP., a Delaware corporation (“Comtech” or the “Borrower”), the Lenders identified on the signature pages hereof (which Lenders constitute all Lenders under the Subordinated Credit Agreement immediately prior to the effectiveness of this Amendment), the Guarantors identified on the signature pages hereof, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”).

WHEREAS, Comtech, the Lenders and Agent are parties to that certain Subordinated Credit Agreement, dated as of October 17, 2024 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Subordinated Credit Agreement” and as amended by this Amendment, the “Amended Subordinated Credit Agreement”); and

WHEREAS, the Borrower has requested that Agent and each Lender party hereto agree to amend the Subordinated Credit Agreement in certain respects as more specifically set forth herein, and Agent (at the written direction of the Lenders) and such Lenders have consented and agreed to the foregoing, on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:

1.Defined Terms. Unless otherwise defined herein, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Amended Subordinated Credit Agreement.

2.Amendments to Subordinated Credit Agreement. In reliance upon the representations and warranties of the Loan Parties set forth in Section 7 below, and subject to the satisfaction of the conditions to effectiveness set forth in Section 5 below, the Subordinated Credit Agreement is hereby amended as follows:

(a)The following definitions are added to Section 1.1 of the Subordinated Credit Agreement in their proper alphabetical order:

“Amendment No. 4” means the Amendment No. 4 to Subordinated Credit Agreement, dated as of July 30, 2026, by and among the Borrower, the Lenders party thereto, the Guarantors party thereto, and the Agent.

“Amendment No. 5 to Senior Credit Agreement” means that certain Amendment No. 5 to Senior Credit Agreement, dated as of July 30, 2026, by and among the Borrower, the lenders party thereto, the Guarantors party thereto, the Senior Credit Agreement Agent and the Senior Credit Agreement Revolving Agent.

(b)Clause (a) of the definition of "Net Cash Proceeds" set forth in Section 1.1 of the Subordinated Credit Agreement is hereby amended and restated in its entirety as follows:

(a) with respect to any sale or disposition by any Loan Party or any of its Subsidiaries of assets, the amount of cash proceeds received (directly or indirectly) from time to time (whether as initial consideration (including, for the avoidance of doubt, the "Advance Payment" (as defined in the Purchase Agreement)) or through the payment of deferred consideration) by or on behalf of such Loan Party or such Subsidiary, in connection therewith after deducting therefrom only (i) the amount of any Indebtedness secured by any Permitted Lien on any asset (other than (A) Indebtedness owing to Agent or any Lender under this Agreement or the other Loan Documents and (B) Indebtedness assumed by the purchaser of such asset) which is required to be, and is, repaid in connection with such sale or disposition, (ii) reasonable fees, commissions, and expenses related thereto and required to be paid by such Loan Party or such Subsidiary in connection with such sale or disposition, (iii) taxes paid or payable to any taxing authorities by such Loan Party or such Subsidiary in connection with such sale or disposition, in each case to the extent, but only to the extent, that the amounts so deducted are, at the time of receipt of such cash, actually paid or payable to a Person that is not an Affiliate of any Loan Party or any of its Subsidiaries, and are properly attributable to such transaction, (iv) all amounts that are set aside as a reserve (A) for adjustments in respect of the purchase price of such assets, (B) for any liabilities associated with such sale or casualty, to the extent such reserve is required by GAAP, and (C) for the payment of unassumed liabilities relating to the assets sold or otherwise disposed of at the time of, or within 30 days after, the date of such sale or other disposition, to the extent that in each case the funds described above in this clause (iv) are (x) deposited into escrow with a third party escrow agent or set aside in a separate Deposit Account, and (y) paid to Agent as a prepayment of the applicable Obligations in accordance with Section 2.4(e) of this Agreement (or as otherwise set forth herein with respect to the Specified Permitted Individual Disposition) at such time when such amounts are no longer required to be set aside as such a reserve and (v) any required prepayment of Senior Credit Agreement Obligations; provided that solely for purposes of Section 2.4(e)(i) of this Agreement, (1) the Net Cash Proceeds of the Specified Permitted Individual Disposition attributable to the "Advance Payment" (as defined in the Purchase Agreement) shall be deemed to be zero Dollars ($0) until the earliest of (x) the consummation of the Specified Permitted Individual Disposition, (y) the receipt by Agent of written notice from the Borrower of its election to apply an amount equal to 35% of the Net Cash Proceeds of the Specified Permitted Individual Disposition attributable to the "Advance Payment" (as defined in the Purchase Agreement) to a prepayment of the outstanding principal amount

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of the Obligations in accordance with Section 2.4(f)(i) of this Agreement (the "Specified Permitted Individual Disposition Prepayment Election"), and (z) the termination of the Purchase Agreement in accordance with the terms thereof (the "Specified Permitted Individual Disposition Termination"); provided further that, in the event of a Specified Permitted Individual Disposition Termination, the Net Cash Proceeds of the Specified Permitted Individual Disposition attributable to the "Advance Payment" (as defined in the Purchase Agreement) shall not exceed the amount of the "Advance Payment" (as defined in the Purchase Agreement) retained by the Loan Parties pursuant to the terms of the Purchase Agreement, and (2) any prepayment made by the Borrower during the period commencing on the Amendment No. 3 Effective Date and ending on the date of consummation the Specified Permitted Individual Disposition by way of a Specified Permitted Individual Disposition Prepayment Election (including, for the avoidance of doubt, a prepayment of the Indebtedness outstanding under the Senior Credit Agreement up to an amount not to exceed 65% of the Net Cash Proceeds of the Specified Permitted Individual Disposition attributable to the "Advance Payment" (as defined in the Purchase Agreement)) shall not be included in the amount of Net Cash Proceeds of the Specified Permitted Individual Disposition calculated upon the consummation of the Specified Permitted Individual Disposition; and

3.Continuing Effect. References in the Amended Subordinated Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, and “hereof”) and in any Loan Document to the “Subordinated Credit Agreement” shall be deemed to be references to the Amended Subordinated Credit Agreement as modified hereby. Except as expressly set forth in Section 2 of this Amendment, nothing in this Amendment shall constitute a modification or alteration of the terms, conditions or covenants of the Amended Subordinated Credit Agreement or any other Loan Document, or a waiver of any other terms or provisions thereof, and the Amended Subordinated Credit Agreement and the other Loan Documents shall remain unchanged and shall continue in full force and effect, in each case as modified hereby. This Amendment is a Loan Document.

4.Reaffirmation and Confirmation. Each Loan Party hereby ratifies, affirms, acknowledges and agrees that the Amended Subordinated Credit Agreement and the other Loan Documents to which it is a party represent its valid, enforceable and collectible obligations, and further acknowledges that there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Amended Subordinated Credit Agreement or any other Loan Document. Each Loan Party hereby agrees that this Amendment in no way acts as a release or relinquishment of the Liens and rights securing payments of the Obligations. The Liens and rights securing payment of the Obligations as amended by this Amendment are hereby ratified and confirmed by each Loan Party in all respects.

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5.Conditions to Effectiveness. The effectiveness of this Amendment is subject to the fulfillment, to the reasonable satisfaction of the Required Lenders (the execution and delivery by any such Lender of a signature page hereto being conclusive evidence of its reasonable satisfaction with or waiver of the following), of each of the following conditions precedent (the first date upon which all such conditions shall have been satisfied being hereinafter referred to as the “Amendment No. 4 Effective Date”):

(a)Agent shall have received counterparts to this Amendment, duly executed and delivered, by the parties hereto;

(b)The Agent and the Lenders shall have received a copy of the duly executed Amendment No. 5 to Senior Credit Agreement;

(c)Each of the Lenders and the Agent shall have received all fees and other amounts due and payable by the Loan Parties on or prior to the Amendment No. 4 Effective Date, to the extent invoiced, reimbursement or payment of all reasonable documented out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower under any Loan Document;

(d)the representations and warranties of the Loan Parties set forth in Section 7 below shall be true and correct as of the date hereof; and

(e)no Default or Event of Default shall have occurred and be continuing on the date hereof or as of the effectiveness of, and after giving effect to, this Amendment.

6.Conditions to Guaranty Release. Notwithstanding anything else to the contrary contained herein or in the Amended Subordinated Credit Agreement, no Guarantor whose Equity Interests are sold or otherwise disposed of pursuant to the Purchase Agreement shall, in any event, be released from the Guaranty provided thereby unless the requirements set forth in clause (s), subclauses (B) and (C) of the definition of “Permitted Dispositions” are satisfied prior to or substantially concurrently with the consummation of the transactions contemplated by the Purchase Agreement.

7.Representations and Warranties. In order to induce Agent and the Lenders to enter into this Amendment, each Loan Party party hereto hereby represents and warrants to Agent and Lenders that:

(a)After giving effect to this Amendment, each of the representations and warranties made by any Loan Party or any of its Subsidiaries contained in the Amended Subordinated Credit Agreement or in the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)) as of such earlier date;

(b)no Default or Event of Default has occurred and is continuing;

(c)the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate, limited liability company or equivalent, as applicable, action on the part of such Loan Party and this Amendment has been duly executed and delivered by such Loan Party; and

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(d)this Amendment and the Loan Documents, as amended hereby, constitute legal, valid and binding obligations of the Loan Parties and are enforceable against such Loan Parties in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.

8.Direction to Agent. Each undersigned Lender (i) hereby certifies that it is a Lender and that collectively the undersigned Lenders constitute the Required Lenders under the Subordinated Credit Agreement, (ii) hereby authorizes and directs the Agent to promptly (x) execute and deliver this Amendment, (y) consent to the Specified Permitted Individual Disposition and (z) execute and deliver that certain Consent and Amendment No. 3 to Subordination and Intercreditor Agreement, dated as of the date hereof, in substantially the form attached hereto as Exhibit A (the “Consent and Amendment”), and (iii) acknowledges and agrees that (A) the Agent has executed this Amendment and the Consent and Amendment in reliance on the direction set forth in clause (ii) of this Section 8, and (B) the Agent will not have any responsibility or liability for executing such documents or ascertaining or confirming whether such documents are consistent with or comply with the terms of the Amended Subordinated Credit Agreement or any other Loan Document.

9.Miscellaneous.

(a)Expenses. The Borrower and the other Loan Parties agree to pay on demand all reasonable and documented out-of-pocket group expenses of Agent and the Lenders in connection with the preparation, negotiation, execution, delivery and administration of this Amendment in accordance with the terms of the Amended Subordinated Credit Agreement.

(b)Severability. Each provision of this Amendment shall be severable from every other provision of this Amendment for the purpose of determining the legal enforceability of any specific provision.

(c)Choice of Law and Venue; Jury Trial Waiver. Without limiting the applicability of any other provision of the Amended Subordinated Credit Agreement or any other Loan Document, the terms and provisions set forth in Section 12 of the Amended Subordinated Credit Agreement are expressly incorporated herein by reference; provided, that, to the extent that the reaffirmations, consents and confirmations given by the Loan Parties in Section 4 and Section 10 hereof, as applicable, hereof relate to matters contained in Loan Documents governed by, and construed in accordance with laws other than the State of New York, the laws governing those Loan Documents shall apply thereto.

(d)Counterparts; Electronic Execution. Without limiting the applicability of any other provision of the Amended Subordinated Credit Agreement or any other Loan Document, the terms and provisions set forth in Section 17.7 of the Amended Subordinated Credit Agreement are expressly incorporated herein by reference.

10.Consent and Reaffirmation. Each Guarantor hereby (i) acknowledges receipt of a copy of the Amendment, (ii) consents to the Borrower's and each other Guarantor’s execution and delivery of the Amendment; (iii) agrees to be bound by the terms and conditions hereof (including, without limitation, Section 9 hereof); (iv) affirms that nothing contained herein shall modify in any respect whatsoever any Loan Document to which it is a party except as expressly set forth herein; and (v) ratifies, affirms, acknowledges and agrees that each of the Loan Documents to which such Guarantor is a party represents the valid, enforceable and collectible obligations of such Guarantor, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally, and further acknowledges that there are no existing claims, defenses,

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personal or otherwise, or rights of setoff whatsoever with respect to the Subordinated Credit Agreement, the Amended Subordinated Credit Agreement or any other such Loan Document. Each Guarantor hereby agrees that this Amendment in no way acts as a release or relinquishment of the rights securing payments of the Obligations as amended by the Amendment. The rights securing payment of the Obligations as amended by the Amendment are hereby ratified and confirmed by such Guarantor in all respects. Although each Guarantor has been informed of the matters set forth herein and has acknowledged and agreed to same, each Guarantor understands that none of Agent or any Lender has any obligation to inform any Guarantor of such matters in the future or to seek any Guarantor's acknowledgment or agreement to future amendments, waivers or consents, and nothing herein shall create such a duty. Without limiting the applicability of any other provision of the Amended Subordinated Credit Agreement or any other Loan Document, the terms and provisions set forth in Section 12 of the Amended Subordinated Credit Agreement are expressly incorporated herein by reference; provided that, to the extent that reaffirmations, consents and confirmations given by the Loan Parties in Section 4 hereof and in this Section 10, as applicable, relate to matters contained in Loan Documents governed by, and construed in accordance with laws other than the laws of the State of New York, the laws governing those Loan Documents shall apply thereto.

11.Release. In consideration of the agreements of Agent and the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of itself and its respective successors and assigns, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and the Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name and nature, known as of the date of this Amendment, both at law and in equity, which such Loan Party, or any of its respective successors or assigns may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, in each case for or on account of, or in relation to, or in any way in connection with any of the Subordinated Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto, except with respect to any Claim against any Releasee not known to a Loan Party on the date hereof that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Releasee or its officers, directors, employees, attorneys or agents.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized and delivered as of the date first above written.

BORROWER:

COMTECH TELECOMMUNICATIONS CORP., a Delaware corporation

By: /s/ Michael A. Bondi

Name: Michael A. Bondi

Title: Chief Financial Officer

GUARANTORS:

COMTECH SATELLITE NETWORK TECHNOLOGIES, INC., a Delaware corporation

By: /s/ Michael A. Bondi

Name: Michael A. Bondi

Title: Chief Financial Officer and Treasurer

SOLACOM TECHNOLOGIES (US), INC., a Delaware corporation

By: /s/ Michael A. Bondi

Name: Michael A. Bondi

Title: Chief Financial Officer and Treasurer

NG-911, INC., an Iowa corporation

By: /s/ Michael A. Bondi

Name: Michael A. Bondi

Title: Chief Financial Officer and Treasurer

Signature Page to Amendment No. 4 to Subordinated Credit Agreement

TELECOMMUNICATIONS SYSTEMS, INC., a Maryland corporation

By: /s/ Michael A. Bondi

Name: Michael A. Bondi

Title: Chief Financial Officer and Treasurer

COMTECH SYSTEMS, INC., a Delaware corporation

By: /s/ Michael A. Bondi

Name: Michael A. Bondi

Title: Chief Financial Officer and Treasurer

MICRODATA, LLC, a Maryland limited liability company

By: /s/Donald E. Walther

Name: Donald E. Walther

Title: Secretary

NEXTGEN COMMUNICATIONS, INC., a Maryland corporation

By: /s/Donald E. Walther

Name: Donald E. Walther

Title: Secretary

NEXTGEN COMMUNICATIONS. INC., a Virginia corporation

By: /s/Donald E. Walther

Name: Donald E. Walther

Title: Secretary

Signature Page to Amendment No. 4 to Subordinated Credit Agreement

COMTECH NEXTGEN LLC, a Delaware limited liability company

By: /s/ Michael A. Bondi

Name: Michael A. Bondi

Title: Chief Financial Officer and Treasurer

COMTECH MOBILE DATACOM LLC, a Delaware limited liability company

By: /s/ Michael A. Bondi

Name: Michael A. Bondi

Title: Chief Accounting Officer and Treasurer

COMTECH TACTICAL EUROPE LLC, a Delaware limited liability company

By: /s/ Michael A. Bondi

Name: Michael A. Bondi

Title: Chief Financial Officer and Treasurer

MICRODATA GIS, INC., a Vermont corporation

By: /s/Donald E. Walther

Name: Donald E. Walther

Title: Secretary

MAPLE ACQUISITION LLC, a Maryland limited liability company

By: /s/Donald E. Walther

Name: Donald E. Walther

Title: Secretary

OLIVE ACQUISITION LLC, a Maryland limited liability company

By: /s/Donald E. Walther

Name: Donald E. Walther

Title: Secretary

Signature Page to Amendment No. 4 to Subordinated Credit Agreement

ANGELS ACQUISITION CORP., a Delaware corporation

By: /s/Donald E. Walther

Name: Donald E. Walther

Title: Secretary

COMTECH AEROASTRO, INC., a Delaware corporation

By: /s/Donald E. Walther

Name: Donald E. Walther

Title: Secretary

COMTECH ANTENNA SYSTEMS, INC., a Delaware corporation

By: /s/Donald E. Walther

Name: Donald E. Walther

Title: Secretary

COMTECH COMMUNICATIONS CORPORATION, a Delaware corporation

By: /s/Donald E. Walther

Name: Donald E. Walther

Title: Secretary

COMTECH COMSTREAM, INC., a Delaware corporation

By: /s/Donald E. Walther

Name: Donald E. Walther

Title: Secretary

Signature Page to Amendment No. 4 to Subordinated Credit Agreement

COMTECH TOLT TECHNOLOGIES, INC., a Delaware corporation

By: /s/Donald E. Walther

Name: Donald E. Walther

Title: Secretary

TIERNAN RADYNE COMSTREAM, INC., a Delaware corporation

By: /s/Donald E. Walther

Name: Donald E. Walther

Title: Secretary

NETWORKS IN MOTION, INC., a Delaware corporation

By: /s/Donald E. Walther

Name: Donald E. Walther

Title: Secretary

SOLVERN INNOVATIONS, INC., a Maryland corporation

By: /s/Donald E. Walther

Name: Donald E. Walther

Title: Secretary

CSNTI PRODUCTS CO, LLC, a Delaware limited liability company

by its sole member

Comtech Satellite Network Technologies Inc

By: /s/ Michael A. Bondi

Name: Michael A. Bondi

Title: Chief Financial Officer and Assistant Secretary

Signature Page to Amendment No. 4 to Subordinated Credit Agreement

CMTL SERVICES CO, LLC, a Texas limited liability company

by its sole member

Comtech Telecommunications Corp.

By: /s/ Michael A. Bondi

Name: Michael A. Bondi

Title: Chief Financial Officer

COMTECH SATELLITE NETWORK TECHNOLOGIES CORP., a Canadian federal corporation

By: /s/ Michael A. Bondi

Name: Michael A. Bondi

Title: Chief Accounting Officer

COMTECH SOLACOM TECHNOLOGIES, INC., a Canadian federal corporation

By: /s/ Michael A. Bondi

Name: Michael A. Bondi

Title: Chief Financial Officer and Assistant Secretary

COMTECH UK HOLDINGS LIMITED, a United Kingdom Limited Corporation

By: /s/ Michael A. Bondi

Name: Michael A. Bondi

Title: Director

CGC TECHNOLOGY LIMITED, a United Kingdom Limited Corporation

By: /s/ Michael A. Bondi

Name: Michael A. Bondi

Title: Director

Signature Page to Amendment No. 4 to Subordinated Credit Agreement

AGENT:

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, solely in its capacity as Agent

By: /s/ James A. Hanley

Name: James A. Hanley

Title: Senior Vice President

Signature Page to Amendment No. 4 to Subordinated Credit Agreement

LENDERS:

MAGNETAR ALPHA STAR FUND LLC, as a Lender

By: Magnetar Financial LLC, its investment manager

By: /s/Lavonne Harris

Name: Lavonne Harris

Title: Chief Financial Officer - Funds

MAGNETAR LAKE CREDIT FUND LLC, as a Lender

By: Magnetar Financial LLC, its manager

By: /s/Lavonne Harris

Name: Lavonne Harris

Title: Chief Financial Officer - Funds

MAGNETAR LONGHORN FUND LP, as a Lender

By: Magnetar Financial LLC, its investment manager

By: /s/Lavonne Harris

Name: Lavonne Harris

Title: Chief Financial Officer - Funds

MAGNETAR CAPITAL FUND II LP, as a Lender

By: Magnetar Financial LLC, its investment manager

By: /s/Lavonne Harris

Name: Lavonne Harris

Title: Chief Financial Officer - Funds

Signature Page to Amendment No. 4 to Subordinated Credit Agreement

MAGNETAR STRUCTURED CREDIT FUND, LP, as a Lender

By: Magnetar Financial LLC, its general partner

By: /s/Lavonne Harris

Name: Lavonne Harris

Title: Chief Financial Officer - Funds

PURPOSE ALTERNATIVE CREDIT FUND – F LLC, as a Lender

By: Magnetar Financial LLC, its investment manager

By: /s/Lavonne Harris

Name: Lavonne Harris

Title: Chief Financial Officer - Funds

PURPOSE ALTERNATIVE CREDIT FUND – T LLC, as a Lender

By: Magnetar Financial LLC, its investment manager

By: /s/Lavonne Harris

Name: Lavonne Harris

Title: Chief Financial Officer - Funds

Signature Page to Amendment No. 4 to Subordinated Credit Agreement

WHITE HAT STRATEGIC PARTNERS II LP, as a Lender

By: White Hat SP GP II LLC, its General Partner

By: /s/Mark Quinlan

Name: Mark Quinlan

Title: Managing Member

Signature Page to Amendment No. 4 to Subordinated Credit Agreement

EXHIBIT A

Consent and Amendment No. 3 to Subordination and Intercreditor Agreement

[See attached.]

Exhibit A

CONSENT AND AMENDMENT NO. 3 TO

SUBORDINATION AND INTERCREDITOR AGREEMENT

THIS CONSENT AND AMENDMENT NO. 3 TO SUBORDINATION AND INTERCREDITOR AGREEMENT (this "Agreement") is entered into as of July 30, 2026 by and among U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Subordinated Agent for the Subordinated Lenders party to the Subordinated Credit Agreement, each Subordinated Lender party hereto, COMTECH TELECOMMUNICATIONS CORP., a Delaware corporation ("Comtech"; Comtech and each other Person party to the Senior Credit Agreement as a "Borrower" are collectively the "Borrowers" and individually a "Borrower"), each other Person party hereto that is a "Guarantor" under the Senior Debt Documents (collectively, "Guarantors" and each a "Guarantor"; Borrowers, Guarantors and each other Person party to the Senior Debt Documents as a "Loan Party" or that is party to the Subordinated Debt Documents as a guarantor or obligor are collectively the "Companies" and individually a "Company"), and TCW ASSET MANAGEMENT COMPANY LLC, as Agent for all Senior Lenders party to the Senior Credit Agreement described below and all Bank Product Providers.

WITNESSETH:

WHEREAS, Subordinated Agent, Subordinated Lenders, Agent and Companies are parties to that certain Subordination and Intercreditor Agreement dated as of October 17, 2024 (as amended, supplemented or otherwise modified from time to time, the "Subordination Agreement"; capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Subordination Agreement);

WHEREAS, on the date hereof, Borrowers, Agent and Senior Lenders are entering into a certain Amendment No. 5 to Credit Agreement (the "Senior Credit Agreement Amendment"); and

WHEREAS, on the date hereof, Borrowers, the other Companies party thereto, Subordinated Agent and Subordinated Lenders are entering into a certain Amendment No. 4 to Subordinated Credit Agreement (the "Subordinated Credit Agreement Amendment").

NOW THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows:

1.Consent. Notwithstanding anything in the Subordination Agreement to the contrary, (a) each Subordinated Agent and each Subordinated Lender hereby acknowledges receipt of a copy of the Senior Credit Agreement Amendment and consents to the terms thereof and (b) Agent and each Senior Lender hereby acknowledges receipt of a copy of the Subordinated Credit Agreement Amendment and consents to the terms thereof.

2.Amendments to Subordination Agreement. The Subordination Agreement is hereby amended by amending and restating Section 2.3 in its entirety as follows:

2.3 Subordinated Debt Payment Restrictions. Notwithstanding the terms of the Subordinated Debt Documents, each Company hereby agrees that it may not make, and each Subordinated Creditor hereby agrees that it will not accept, any Distribution with respect to the Subordinated Debt until the Senior Debt is paid in full (other than (i) a Distribution of Reorganization Subordinated Securities if Subordinated Agent, Subordinated Creditors and Agent shall have entered into such supplements to or modifications to this Agreement as Agent may reasonably request to reflect the continued subordination of the Reorganization Subordinated Securities to the Senior Debt (or notes or other securities issued in substitution of all or a portion thereof) to the same extent as provided herein or (ii) to payments on account of principal of Subordinated Debt solely to the extent consisting of, and in an amount not to exceed, 35% of the Net Cash Proceeds (as defined in the Senior Credit Agreement) from the Specified Permitted Individual Disposition (as defined in the Senior Credit Agreement on the Amendment No. 5 Closing Date (as defined in the Senior Credit Agreement) and as in effect on the Amendment No. 5 Closing Date (as defined in the Senior Credit Agreement)) in accordance with the Senior Credit Agreement as in effect on the Amendment No. 5 Closing Date (as defined in the Senior Credit Agreement).

3.References. Any references to the Subordination Agreement in any document, agreement or instrument executed in connection with the Senior Credit Agreement or the Subordinated Credit Agreement shall be deemed to be a reference to the Subordination Agreement, as modified by this Agreement.

4.Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement. Receipt by telecopy of any executed signature page to this Agreement shall constitute effective delivery of such signature page. This Agreement to the extent signed and delivered by means of a facsimile machine or other electronic transmission (including "pdf"), shall be treated in all manner and respects and for all purposes as an original agreement and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party hereto shall raise the use of a facsimile machine or other electronic transmission to deliver a signature or the fact that any signature or agreement or amendment was transmitted or communicated through the use of a facsimile machine or other electronic transmission as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

5.Effect. The terms and provisions set forth in this Agreement shall modify and supersede all inconsistent terms and provisions of the Subordination Agreement and shall not be deemed to be a consent to the modification or waiver of any other term or condition of the Subordination Agreement. Except as expressly modified and superseded by this Agreement, the terms and provisions of the Subordination Agreement are ratified and confirmed and shall continue in full force and effect.

6.APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

(e)[signature pages follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective duly authorized officers on the date first written above.

SUBORDINATED AGENT:

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as a Subordinated Agent

By:

Name: James A. Hanley

Title: Senior Vice President

Signature Page to Consent and Amendment No. 3 to Subordination and Intercreditor Agreement

SUBORDINATED LENDERS:

MAGNETAR ALPHA STAR FUND LLC,

as Lender

By: Magnetar Financial LLC, its manager

By:

Name: Lavonne Harris

Title: Chief Financial Officer - Funds

MAGNETAR LAKE CREDIT FUND LLC,

as Lender

By: Magnetar Financial LLC, its manager

By:

Name: Lavonne Harris

Title: Chief Financial Officer - Funds

MAGNETAR LONGHORN FUND LP,

as Lender

By: Magnetar Financial LLC, its investment manager

By:

Name: Lavonne Harris

Title: Chief Financial Officer - Funds

MAGNETAR CAPITAL FUND II LP,

as Lender

By: Magnetar Financial LLC, its investment manager

By:

Name: Lavonne Harris

Title: Chief Financial Officer - Funds

MAGNETAR STRUCTURED CREDIT FUND, LP,

as Lender

By: Magnetar Financial LLC, its general partner

By:

Name: Lavonne Harris

Title: Chief Financial Officer - Funds

PURPOSE ALTERNATIVE CREDIT FUND - F LLC,

as Lender

By: Magnetar Financial LLC, its investment manager

By:

Name: Lavonne Harris

Title: Chief Financial Officer - Funds

PURPOSE ALTERNATIVE CREDIT FUND - T LLC,

as Lender

By: Magnetar Financial LLC, its manager

By:

Name: Lavonne Harris

Title: Chief Financial Officer - Funds

Signature Page to Consent and Amendment No. 3 to Subordination and Intercreditor Agreement

WHITE HAT STRATEGIC PARTNERS II LP

By: White Hat SP GP II LLC, its General Partner

By:

Name: Mark Quinlan

Title: Managing Member

Signature Page to Consent and Amendment No. 3 to Subordination and Intercreditor Agreement

AGENT:

TCW ASSET MANAGEMENT COMPANY LLC, as Agent

By:

Name: Suzanne Grosso

Title: Managing Director

Signature Page to Consent and Amendment No. 3 to Subordination and Intercreditor Agreement

COMPANIES:

COMTECH TELECOMMUNICATIONS CORP., a Delaware corporation

By:

Name: Michael A. Bondi

Title: Chief Financial Officer

COMTECH SATELLITE NETWORK TECHNOLOGIES, INC., a Delaware corporation

By:

Name: Michael A. Bondi

Title: Chief Financial Officer and Treasurer

SOLACOM TECHNOLOGIES (US), INC., a Delaware corporation

By:

Name: Michael A. Bondi

Title: Chief Financial Officer and Treasurer

NG-911, INC., an Iowa corporation

By:

Name: Michael A. Bondi

Title: Chief Financial Officer and Treasurer

TELECOMMUNICATIONS SYSTEMS, INC., a Maryland corporation

By:

Name: Michael A. Bondi

Title: Chief Financial Officer and Treasurer

Signature Page to Consent and Amendment No. 3 to Subordination and Intercreditor Agreement

COMTECH SYSTEMS, INC., a Delaware corporation

By:

Name: Michael A. Bondi

Title: Chief Financial Officer and Treasurer

MICRODATA, LLC, a Maryland limited liability company

By:

Name: Donald E. Walther

Title: Secretary

NEXTGEN COMMUNICATIONS, INC., a Maryland corporation

By:

Name: Donald E. Walther

Title: Secretary

NEXTGEN COMMUNICATIONS, INC., a Virginia corporation

By:

Name: Donald E. Walther

Title: Secretary

COMTECH NEXTGEN LLC, a Delaware limited liability company

By:

Name: Michael A. Bondi

Title: Chief Financial Officer and Treasurer

Signature Page to Consent and Amendment No. 3 to Subordination and Intercreditor Agreement

COMTECH MOBILE DATACOM LLC, a Delaware limited liability company

By:

Name: Michael A. Bondi

Title: Chief Financial Officer and Treasurer

COMTECH TACTICAL EUROPE LLC, a Delaware limited liability company

By:

Name: Michael A. Bondi

Title: Chief Financial Officer and Treasurer

MICRODATA GIS, INC., a Vermont corporation

By:

Name: Donald E. Walther

Title: Secretary

MAPLE ACQUISITION LLC, a Maryland limited liability company

By:

Name: Donald E. Walther

Title: Secretary

OLIVE ACQUISITION LLC, a Maryland limited liability company

By:

Name: Donald E. Walther

Title: Secretary

Signature Page to Consent and Amendment No. 3 to Subordination and Intercreditor Agreement

ANGELS ACQUISITION CORP., a Delaware corporation

By:

Name: Donald E. Walther

Title: Secretary

COMTECH AEROASTRO, INC., a Delaware corporation

By:

Name: Donald E. Walther

Title: Secretary

COMTECH ANTENNA SYSTEMS, INC., a Delaware corporation

By:

Name: Donald E. Walther

Title: Secretary

COMTECH COMMUNICATIONS CORPORATION, a Delaware corporation

By: ____________________________________

Name: Donald E. Walther

Title: Secretary

COMTECH COMSTREAM INC., a Delaware corporation

By: ____________________________________

Name: Donald E. Walther

Title: Secretary

Signature Page to Consent and Amendment No. 3 to Subordination and Intercreditor Agreement

COMTECH TOLT TECHNOLOGIES, INC., a Delaware corporation

By:

Name: Donald E. Walther

Title: Secretary

TIERNAN RADYNE COMSTREAM, INC., a Delaware corporation

By:

Name: Donald E. Walther

Title: Secretary

NETWORKS IN MOTION, INC., a Delaware corporation

By:

Name: Donald E. Walther

Title: Secretary

SOLVERN INNOVATIONS, INC., a Maryland corporation

By:

Name: Donald E. Walther

Title: Secretary

CSNTI PRODUCTS CO, LLC, a Delaware limited liability company

by its sole member

Comtech Satellite Network Technologies Inc

By:

Name: Michael A. Bondi

Title: Chief Financial Officer and Assistant Secretary

Signature Page to Consent and Amendment No. 3 to Subordination and Intercreditor Agreement

CMTL SERVICES CO, LLC, a Texas limited liability company

by its sole member

Comtech Telecommunications Corp.

By:

Name: Donald E. Walter

Title: Secretary

COMTECH SATELLITE NETWORK TECHNOLOGIES CORP., a Canadian federal corporation

By:

Name: Michael A. Bondi

Title: Chief Accounting Officer

COMTECH SOLACOM TECHNOLOGIES, INC., a Canadian federal corporation

By:

Name: Michael A. Bondi

Title: Chief Accounting Officer and Assistant Secretary

COMTECH UK HOLDINGS LIMITED, a United Kingdom Limited Corporation

By:

Name: Michael A. Bondi

Title: Director

CGC TECHNOLOGY LIMITED, a United Kingdom Limited Corporation

By:

Name: Michael A. Bondi

Title: Director

(f)

Signature Page to Consent and Amendment No. 3 to Subordination and Intercreditor Agreement

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-Name Securities Act

-Number 230

-Section 425

+ Details

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