TSYS (MM)

TABLE OF CONTENTS

The Information Agent for the Offer is:

501 Madison Avenue, 20th Floor
New York, NY 10022

Stockholders May Call Toll-Free: (888) 750-5834
Banks & Brokers May Call Collect: (212) 750-5833

IMPORTANT

If you desire to tender all or any portion of your Shares to Purchaser in the Offer, you should either (a) complete and sign the Letter of Transmittal for the Offer (or a facsimile thereof), 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 and any other required documents to American Stock Transfer & Trust Company, LLC, the depositary for the Offer (the “Depositary”), and either deliver the certificates for your Shares to the Depositary along with the Letter of Transmittal or tender your Shares by a transfer of Direct Registration Book-Entry Shares (as defined in this Offer to Purchase) or by book-entry transfer by following the procedures described in Section 3 — “Procedures for Tendering Shares” of this Offer to Purchase, in each case by the Expiration Date (as defined herein) of the Offer, or (b) request that your broker, dealer, commercial bank, trust company or other nominee effect the tender 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.

If you desire to tender your Shares 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 cannot deliver all required documents to the Depositary by the expiration of the Offer, you may tender your Shares by following the procedures for guaranteed delivery described in Section 3 — “Procedures for Tendering Shares” of this Offer to Purchase. The method of delivery of Shares, the Letter of Transmittal and all other required documents, including delivery by book-entry transfer, is at the election and sole risk of the tendering stockholder.

* * *

Questions and requests for assistance may be directed to Innisfree M&A Incorporated, the “Information Agent” for the Offer at the telephone numbers and address 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. Copies of these materials may also be found at the website maintained by the Securities and Exchange Commission (the “SEC”) at www.sec.gov.

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. 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 licensed under the laws of such jurisdiction.

We have filed with the SEC the Schedule TO (including exhibits) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), furnishing certain additional information with respect to the Offer and may file amendments thereto. In addition, TCS has filed the Schedule 14D-9

---

​

Exhibit (a)(1)(B)​

Letter of Transmittal To Tender Shares of Common Stock

of

TELECOMMUNICATION SYSTEMS, INC.

at $5.00 Net Per Share in Cash Without Interest Pursuant to the Offer to Purchase dated December 7, 2015 by
Typhoon Acquisition Corp., a wholly owned subsidiary of Comtech Communications Corp.

The undersigned represents that I (we) have full authority to surrender without restriction the certificate(s) listed below. You are hereby authorized and instructed to deliver to the address indicated below (unless otherwise instructed in the boxes in the following page) a check representing a cash payment for shares of Class A common stock, par value $0.01 per share (the “Class A Shares”), and/or Class B common stock, par value $0.01 per share (the “Class B Shares”, together with the Class A Shares, the “Shares”), of TeleCommunication Systems, Inc. (“TCS”) tendered pursuant to this Letter of Transmittal, at a price of   $5.00 per share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 7, 2015 (as it may be amended or supplemented from time to time, the “Offer to Purchase” and, together with this Letter of Transmittal, as it may be amended or supplemented from time to time, the “Offer”).

​

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON TUESDAY, JANUARY 5, 2016, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”) OR EARLIER TERMINATED.

​

Method of delivery of the certificate(s) is at the option and risk of the owner thereof. See Instruction 2.

Mail or deliver this Letter of Transmittal, together with the certificate(s) representing your shares, to:

The Depositary for the Offer is:

 

​	If delivering by mail:	​	​	If delivering by hand or courier:	​
​	American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department P.O. Box 2042 New York, New York 10272-2042	​	​	American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219	​

Pursuant to the offer of Typhoon Acquisition Corp. to purchase any and all outstanding Shares of TCS, the undersigned encloses herewith and surrenders the following certificate(s) representing Shares of TCS.

​

​

DESCRIPTION OF SHARES SURRENDERED

​

​

​

​

Name(s) and Address(es) of Registered Owner(s) (If blank, please fill in exactly as name(s) appear(s) on share certificate(s))

​

​

​

Shares Surrendered (attached additional list if necessary)

​

​

​

​

​

​

​

​

Certificated Shares**

​

​

​

​

​

​

​

​

Certificate Number(s)*

​

​

​

Total Number of Shares Represented by Certificate(s)*

​

​

​

Number of Shares Surrendered**

​

​

​

Book Entry Shares Surrendered

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total Shares

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

* Need not be completed by book-entry shareholders. ​

​

​

​

​

​

​

​

​

** Unless otherwise indicated, it will be assumed that all shares of common stock represented by certificates described above are being surrendered hereby. ​

​

​

---

​

 

Form W-9 (Rev. December 2014) 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. Print or type See Specific Instructions on page 2. 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification; check only one of the following seven boxes: Individual/sole proprietor or single-member LLC C Corporation S Corporation Partnership Trust/estate Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of the single-member owner. Other (see instructions) 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) Exemption from FATCA reporting code (if any) (Applies to accounts maintained outside the U.S.) 5 Address (number, street, and apt. or suite no.) 6 City, state, and ZIP code Requester’s name and address (optional) 7 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 generally 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 instructions for line 1 and 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); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. 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 3. Sign Here Signature of U.S. person Date General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.irs.gov/fw9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following: • Form 1099-INT (interest earned or paid) • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2. By signing the filled-out form, you: 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, and 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information. Cat. No. 10231X Form W-9 (Rev. 12-2014)

​

---

​

 

Form W-9 (Rev. 12-2014) Page 2 Note. If you are a U.S. person and 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 under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 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 section 1446 withholding on your share of partnership income. In the cases below, the following person must give 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: • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity; • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and • In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (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, give the requester the appropriate completed Form W-8 or Form 8233. Backup Withholding 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, payments made in settlement of payment card and third party network transactions, 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 Exempt payee code on page 3 and the separate Instructions for the Requester of Form W-9 for more information. Also see Special rules for partnerships above. What is FATCA reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requester of Form W-9 for more information. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies. 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 Line 1 You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return. If this Form W-9 is for a joint account, list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name. Note. ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application. b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2. c. Partnership, LLC that is not a single-member LLC, C Corporation, or S Corporation. Enter the entity’s name as shown on the entity’s tax return on line 1 and any business, trade, or DBA name on line 2. d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. 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 line 2. e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner’s name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner’s name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

​

---

​

 

Form W-9 (Rev. 12-2014) Page 3 Line 2 If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2. Line 3 Check the appropriate box in line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box in line 3. Limited Liability Company (LLC). If the name on line 1 is an LLC treated as a partnership for U.S. federal tax purposes, check the “Limited Liability Company” box and enter “P” in the space provided. If the LLC has filed Form 8832 or 2553 to be taxed as a corporation, check the “Limited Liability Company” box and in the space provided enter “C” for C corporation or “S” for S corporation. If it is a single-member LLC that is a disregarded entity, do not check the “Limited Liability Company” box; instead check the first box in line 3 “Individual/sole proprietor or single-member LLC.” Line 4, Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space in line 4 any code(s) that may apply to you. Exempt payee code. • Generally, individuals (including sole proprietors) are not exempt from backup withholding. • Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. • Corporations are not exempt from backup withholding for payments made in settlement of

payment card or third party network transactions. • Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4. 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 U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities 4—A foreign government or any of its political subdivisions, agencies, or instrumentalities 5—A corporation 6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession 7—A futures commission merchant registered with the Commodity Futures Trading Commission 8—A real estate investment trust 9—An entity registered at all times during the tax year under the Investment Company Act of 1940 10—A common trust fund operated by a bank under section 584(a) 11—A financial institution 12—A middleman known in the investment community as a nominee or custodian 13—A trust exempt from tax under section 664 or described in section 4947 The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. IF the payment is for . . . THEN the payment is exempt for . . . Interest and dividend payments All exempt payees except for 7 Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. Barter exchange transactions and patronage dividends Exempt payees 1 through 4 Payments over $600 required to be reported and direct sales over $5,0001 Generally, exempt payees 1 through 52 Payments made in settlement of payment card or third party network transactions Exempt payees 1 through 4 1 See Form 1099-MISC, Miscellaneous Income, and its instructions. 2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency. Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code. A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37) B—The United States or any of its agencies or instrumentalities C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i) E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i) F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state G—A real estate investment trust H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940 I—A common trust fund as defined in section 584(a) J—A bank as defined in section 581 K—A broker L—A trust exempt from tax under section 664 or described in section 4947(a)(1) M—A tax exempt trust under a section 403(b) plan or section 457(g) plan Note. You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed. Line 5 Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. Line 6 Enter your city, state, and ZIP code. 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 this page), 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 SSA 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 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, apply for a TIN and 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 U.S. entity that has a foreign owner must use the appropriate Form W-8.

​

---

​

 

Form W-9 (Rev. 12-2014) 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, or 5 below indicate otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code earlier. Signature requirements. Complete the certification as indicated in items 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 made in settlement of payment card and third party network transactions, 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 (Uniform Gift to Minors Act) The minor2 4. a. The usual revocable savings trust (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under state law The grantor-trustee1 The actual owner1 5. Sole proprietorship or disregarded entity owned by an individual The owner3 6. Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i) (A)) The grantor* For this type of account: Give name and EIN of: 7. Disregarded entity not owned by an individual The owner 8. A valid trust, estate, or pension trust Legal entity4 9. Corporation or LLC electing corporate status on Form 8832 or Form 2553 The corporation 10. Association, club, religious, charitable, educational, or other taxexempt organization The organization 11. Partnership or multi-member LLC The partnership 12. A broker or registered nominee The broker or nominee 13. 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 14. Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i) (B)) The trust 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 “Business name/disregarded entity” 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 2. *Note. Grantor also must provide a Form W-9 to trustee of trust. 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. Secure Your Tax Records from Identity Theft Identity theft occurs when someone uses your personal information such as your name, 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. If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039. For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance. 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 property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338). Visit 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 (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and 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. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

​

   

---

​

The Depositary for the Offer is:

 

​

If delivering by mail:     American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department P.O. Box 2042 New York, New York 10272-2042

​

​

If delivering by hand or courier:     American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219

​

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH

ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.

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, NY 10022

Stockholders May Call Toll-Free: (888) 750-5834
Banks & Brokers May Call Collect: (212) 750-5833

---

​

Exhibit (a)(1)(C)​

NOTICE OF GUARANTEED DELIVERY
To Tender Shares of Common Stock
of

TELECOMMUNICATION SYSTEMS, INC.

at

$5.00 Net Per Share

by

TYPHOON ACQUISITION CORP.
a wholly owned subsidiary

of

COMTECH TELECOMMUNICATIONS CORP.

This form, or a substantially equivalent form, must be used to accept the Offer (as defined below) if certificates representing tendered Shares (as defined below) are not immediately available or the certificates representing tendered Shares and all other required documents cannot be delivered to American Stock Transfer & Trust Company, LLC (the “Depositary”) prior to the expiration of the Offer or if the procedure for delivery by book-entry transfer cannot be completed prior to the expiration of the Offer. This instrument may be delivered or transmitted by facsimile transmission or mailed to the Depositary. See Section 3 “Procedures for Tendering Shares” of the Offer to Purchase (as defined below).

The Depositary for the Offer is:

 

​	If delivering by mail:	​	​	If delivering by hand or courier:	​
​	American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department P.O. Box 2042 New York, New York 10272-2042	​	​	American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219	​

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 TO THE DEPOSITARY.

THIS FORM 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 TO THE LETTER OF TRANSMITTAL, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX IN THE LETTER OF TRANSMITTAL.

THE GUARANTEE ON THE NEXT PAGE MUST BE COMPLETED.

---

Exhibit (a)(5)(E)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). The Offer is made solely by the Offer to Purchase (as defined below), dated December 7, 2015, and the related Letter of Transmittal (as defined below) and any amendments or supplements thereto, and is being made to all holders of Shares other than holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, “blue sky” or other laws of such jurisdiction or any administrative or judicial action pursuant thereto. In those jurisdictions where applicable 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 (as defined below) by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser.

Notice of Offer to Purchase for Cash

All Outstanding Shares of Common Stock

of

TeleCommunication Systems, Inc.

at

$5.00 Net Per Share

by

Typhoon Acquisition Corp.

a wholly owned subsidiary of

Comtech Telecommunications Corp.

Typhoon Acquisition Corp., a Maryland corporation (“Purchaser”) and a direct, wholly owned subsidiary of Comtech Telecommunications Corp., a Delaware corporation (“Comtech”), is offering to purchase all issued and outstanding shares of Class A common stock, par value $0.01 per share (the “Class A Shares”), and Class B common stock, par value $0.01 per share (the “Class B Shares”, together with the Class A Shares, the “Shares”), of TeleCommunication Systems, Inc., a Maryland corporation (“TCS”), at a price of $5.00 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 December 7, 2015 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). Tendering stockholders who have Shares registered in their names and who tender directly to American Stock Transfer & Trust Company, LLC (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, dealer, commercial bank, trust company or other nominee 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, AT THE END OF THE DAY ON TUESDAY, JANUARY 5, 2016, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”).

The purpose of the Offer is for Comtech, through Purchaser, to acquire control of, and the entire equity interest in, TCS. Following the consummation of the Offer, Purchaser intends to effect the Merger (as defined below).

The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of November 22, 2015, among Purchaser, TCS and Comtech (the “Merger Agreement”), under which, after the completion of the Offer and the satisfaction or waiver of certain conditions, Purchaser will be merged with and into TCS and TCS will be the surviving corporation and a wholly owned subsidiary of Comtech (the “Merger”). At the effective time of the Merger (the “Effective Time”), each issued and outstanding Share (other than any Shares that are owned immediately prior to the Effective Time by Comtech or Purchaser, or by any subsidiary of Comtech, Purchaser or TCS), will by virtue of the Merger and without any action by the holder thereof, be converted automatically into the right to receive from Purchaser an amount in cash, without interest and subject to applicable withholding taxes, equal to the Offer Price, payable to the holder thereof upon surrender of the certificate formerly representing, or book-entry transfer of, such Share. As a result of the Merger, TCS will cease to be a publicly traded company and will become wholly owned by Comtech. The Merger Agreement is more fully described in the Offer to Purchase.

The Offer is conditioned upon (i) the satisfaction of the Minimum Condition (as described below), (ii) the expiration or termination of the waiting period (including any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the absence of any law or order by any governmental authority of competent jurisdiction located in the United States or in another jurisdiction outside of the United States in which TCS or any of its subsidiaries, or Comtech or any of its subsidiaries, engage in material business activities that would prohibit, declare unlawful, enjoin or otherwise prevent the consummation of the Offer or the Merger or any of the transactions contemplated by the Merger Agreement, (iv) two business days (or such fewer number of business days that remain between the end of the Marketing Period (as defined below) and March 22, 2016) having passed after completion of the Marketing Period, and (v) other customary conditions as described in Section 13 — “Conditions of the Offer” of the Offer to Purchase. There is no financing condition to the Offer.

The Minimum Condition requires that, prior to the expiration of the Offer, there be validly tendered and not properly withdrawn that number of Shares (not including any Shares tendered pursuant to guaranteed delivery procedures unless and until such shares are actually delivered in accordance with the terms of the Offer) which, together with any Shares then owned by Comtech or Purchaser or their respective subsidiaries (if any), would represent a majority of the issued and outstanding Shares entitled to vote on the matter, as more fully described in the Offer to Purchase.

Purchaser and Comtech are not obligated to purchase any tendered Shares unless two business days (or such fewer number of business days that remain between the end of the Marketing Period and March 22, 2016) shall have passed after completion of a 19 consecutive business day marketing period (subject to certain blackout periods described in the Merger Agreement), which will commence no earlier than January 4, 2016 (but shall commence on January 4, 2016 assuming that, as of such date, Comtech has received all required information from TCS and such information is compliant), throughout which Comtech must have received certain financial information relating to TCS (the “Marketing Period”). See Section 13 — “Conditions of the Offer” of the Offer to Purchase.

The TCS board of directors (the “TCS Board”), acting upon the unanimous recommendation of the special committee of independent, disinterested directors of TCS formed for the purpose of, among other things, evaluating and making a recommendation to the TCS Board with respect to the Merger Agreement and the transactions contemplated thereby, has, by unanimous vote of all of the directors, (i) determined that the Merger Agreement, the Offer, the Merger and the other transactions contemplated thereby are fair to and in the best interests of TCS and the stockholders of TCS, (ii) approved and declared advisable the Merger Agreement, the Offer, the Merger and the other transactions contemplated thereby and (iii) resolved, upon the terms and subject to the conditions set forth in the Merger Agreement, to recommend that the stockholders of TCS accept the Offer and tender their Shares to Purchaser in the Offer.

Subject to the provisions of the Merger Agreement, Purchaser and Comtech expressly reserve the right (but are not obligated), at any time or from time to time, to waive or otherwise modify or amend the terms and conditions of the Offer in any respect. Purchaser and Comtech have agreed in the Merger Agreement that they will not, without the prior written consent of TCS, waive or modify certain conditions as described in Section 1 — “Terms of the Offer” of the Offer to Purchase. Subject to the provisions of the Merger Agreement, Purchaser reserves the right to, and under certain circumstances TCS may require Purchaser to, extend the Offer, as described in Section 1 — “Terms of the Offer” of the Offer to Purchase.

Any extension or amendment of the Offer, waiver of a condition of the Offer, delay in acceptance for payment or payment, or termination of the Offer will be followed promptly 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In the event that Comtech or Purchaser acquires, as a result of the Offer or otherwise, at least a majority of the issued and outstanding Shares, the Merger will be effected pursuant to Section 3-106.1 of the Maryland General Corporation Law without a vote of TCS’ stockholders.

In all cases, payment for any 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, an indication in the Letter of Transmittal of the tender of Direct Registration Book-Entry Shares (as defined in Section 3 — “Procedures for Tendering Shares” of the Offer to Purchase) or confirmation of the 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 — “Procedures for Tendering Shares” of the Offer to Purchase, (b) a Letter of Transmittal (or a manually signed 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 — “Procedures for Tendering Shares” of the Offer to Purchase) in lieu of the Letter of Transmittal), and (c) any other documents required by the Letter of Transmittal.

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 its acceptance for payment of such Shares pursuant to 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 Purchaser 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.

A stockholder may withdraw Shares tendered pursuant to the Offer at any time on or prior to the Expiration Date, as described in Section 4 — “Withdrawal Rights” of the Offer to Purchase. For a withdrawal of Shares to be effective, a written 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 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 — “Procedures for Tendering Shares” 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 — “Procedures for Tendering Shares” of the Offer to Purchase, any notice of withdrawal must specify the name and number of the account 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.

*****

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

TCS has agreed to provide Purchaser with its list of stockholders and security position listings, in each case as of the most recent practicable date, and will provide Purchaser with such additional information and such other assistance for the purpose of disseminating the Offer to Purchase (and related documents) to holders of Shares. The Offer to Purchase and related Letter of Transmittal and other related documents will be mailed to record holders of Shares whose names appear on TCS’ 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.

The receipt of cash in respect of a tender of Shares pursuant to the Offer and the exchange of Shares for cash pursuant to the Merger will each be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local, foreign or other tax laws. Holders of Shares are urged to consult with their own tax advisors as to the particular tax consequences of the Offer and the Merger to them.

The Offer to Purchase and the related Letter of Transmittal and TCS’ Solicitation/Recommendation Statement on Schedule 14D-9 filed with the United States Securities and Exchange Commission in connection with the Offer contain important information and each such document should be read carefully and in its 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 numbers 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, trust companies or other nominees. Such copies will be furnished promptly at Purchaser’s expense. Neither Comtech nor Purchaser will pay any fees or commissions to any broker or dealer or any other person (other than the Information Agent or as otherwise described in Section 16 — “Fees and Expenses” of the Offer to Purchase) in connection with the solicitation of tenders of Shares pursuant to the Offer.

The Information Agent for the Offer is:

501 Madison Avenue, 20th Floor

New York, NY 10022

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

Banks & Brokers May Call Collect: (212) 750-5833

December 7, 2015

Exhibit (d)(4)

PRIVILEGED AND CONFIDENTIAL

TELECOMMUNICATIONS SYSTEMS, INC.

CONFIDENTIAL

July 13, 2015

Comtech Telecommunications Corp.

68 South Service Road - Suite 230

Melville NY 11747

Attn.: Dr. Stanton Sloane

RE:  Confidentiality and Non-Disclosure Agreement

Ladies and Gentlemen:

In connection with your consideration of a possible transaction (a “Transaction”) with TeleCommunication Systems, Inc. or one or more of its subsidiaries (collectively, the “Company”), you have requested certain information concerning the Company. As a condition to your being furnished such information, we are requiring you to agree, as set forth in this letter agreement, to treat confidentially such information and any other information, whether oral, written, electronic or otherwise, that the Company or its agents or representatives (including attorneys and financial advisors) furnishes to you (in such capacity, the “Recipient”) or your directors, officers, employees, agents, advisors, prospective bank or institutional lenders or representatives (all of the foregoing are collectively referred to herein as the “Representatives” or the “Recipient’s Representatives”), whether furnished before or after the date of this letter agreement, and all reports, analyses, compilations, studies, reproductions, copies, notes, summaries and other materials prepared by the Recipient or the Recipient’s Representatives (in whatever form maintained, whether documentary, computer storage or otherwise) containing, reflecting or based upon, in whole or in part, any such information (collectively, the “Evaluation Material”).

The term “Evaluation Material” does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Recipient or the Recipient’s Representatives or anyone to whom the Recipient or the Recipient’s Representatives transmit any Evaluation Material in violation of this letter agreement, (ii) is or becomes known or available to the Recipient or the Recipient’s Representatives on a non-confidential basis from a source who is not, to the Recipient’s or the Recipient’s Representatives’ knowledge after reasonable inquiry, prohibited from transmitting the information to the Recipient or the Recipient’s Representatives by a contractual, legal or fiduciary obligation, or (iii) Recipient can demonstrate was independently developed by Recipient personnel without reference to information furnished by the Company or its agents or representatives.

In consideration of the furnishing of the Evaluation Material by the Company, you agree that:

1.           The Recipient shall protect the confidentiality of all Evaluation Material and, subject to Section 3 below, the Evaluation Material shall be kept confidential and shall not, without the prior written consent of the Company, be disclosed by the Recipient or any Recipient Representatives, in whole or in part, and shall not be used by the Recipient or any Recipient Representatives, directly or indirectly, for any purpose whatsoever other than in connection with evaluating, negotiating or advising with respect to a possible Transaction. For purposes of complying with the obligations set forth herein, Recipient shall use, at a minimum, efforts commensurate with those that it employs for the protection of its confidential information. Moreover, the Recipient agrees to disclose that it is evaluating a Transaction, and to transmit Evaluation Material to the Recipient’s Representatives only to the extent that the Recipient’s Representatives (a) need to know the Evaluation Material for the purpose of evaluating, negotiating or advising with respect to such Transaction, (b) are informed by the Recipient of the confidential nature of the Evaluation Material and of the terms of this letter agreement and (c) are directed by the Recipient to treat such Evaluation Material confidentially subject to the terms of this letter agreement and agree to keep such Evaluation Material confidential in accordance with the terms of this letter agreement. The Recipient shall maintain a record of its Representatives who have been provided with any Evaluation Material and what information was provided to them. The Recipient shall notify the Company immediately upon discovery of any loss, unauthorized disclosure or use of the Evaluation Material by the Recipient or its Representatives. In any event, the Recipient shall be fully responsible for any disclosure or use of Evaluation Material that is prohibited or not authorized by this letter agreement, including any such disclosure or use by its Representatives, and the Recipient agrees, at its sole expense, to take all commercially reasonable measures to restrain the Recipient’s Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material and, in the event of any loss or unauthorized disclosure of the Evaluation Material, to assist the Company in every reasonable way to regain possession of the Evaluation Material.

2.           Without the prior written consent of the Company, neither Recipient nor its Representatives shall disclose to any person, (a) the fact that the Evaluation Material has been made available to the Recipient or that the Recipient has inspected any portion of the Evaluation Material, (b) the fact that any discussions or negotiations are taking place concerning a possible Transaction with the Company or (c) any of the terms, conditions or other facts with respect to any possible Transaction with the Company, including the status thereof, unless and only to the extent that such disclosure is, upon the advice of the Recipient’s legal counsel, required by applicable United States securities laws, other state or federal laws or Nasdaq rules. The term “person” as used in this Agreement shall be broadly interpreted to include, without limitation, any entity, individual or the media.

3.           In the event that the Recipient or any Recipient’s Representatives are requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Evaluation Material, it is

agreed that the Recipient shall notify the Company promptly of such requests(s) or requirement and the documents requested or required thereby so that the Company may seek an appropriate protective order and/or waive in writing compliance with the provisions of this letter agreement, and the Recipient shall cooperate with and assist the Company, at the Company’s expense, in any lawful endeavors to resist, oppose and limit such compelled disclosure. It is further agreed that, if in the absence of a protective order or the receipt of a waiver hereunder, the Recipient or the Recipient’s Representatives are nonetheless, upon the advice of the Recipient’s legal counsel, compelled to disclose such Evaluation Material, the Recipient or the Recipient’s Representative may disclose such information without liability hereunder; provided, however, that the Recipient shall disclose only that portion of the Evaluation Material that the Recipient’s legal counsel advises is required to be disclosed, and the Recipient or the Recipient’s Representative shall, if permissible, give the Company written notice of the information to be so disclosed (including a copy of such information being disclosed) as far in advance of its disclosure as is practicable and shall use its reasonable efforts, at the Company’s expense, to obtain an order or other reliable assurance that confidential treatment shall be accorded to such information required to be disclosed.

4.           The parties hereto acknowledge that neither the Company nor any of its representatives has made, or, except as may be otherwise provided in any definitive agreement relating to a Transaction, shall make, any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material. The parties hereto agree that, except as may be otherwise provided in any definitive agreement relating to a Transaction, neither the Company nor its representatives shall have any liability to the Recipient or its Representatives resulting from the Evaluation Material or the Company’s or its representatives’ consideration of, or participation in a process relating to, a possible Transaction.

5.           The Evaluation Material shall remain the property of the Company and no right or license is granted to the Recipient, its Representatives or any other person to any Evaluation Material. Nothing in this letter agreement obligates the Company to disclose any information relating to the Company to the Recipient or its Representatives or creates an agency or partnership relationship between the Company and the Recipient. Promptly upon request from the Company (and in any event within ten (10) business days after the Company’s request), the Recipient shall, except to the extent specifically prevented by law, redeliver to the Company or destroy all Evaluation Material delivered to the Recipient or its Representatives and any other material containing, prepared on the basis of, or reflecting any information in such Evaluation Material (whether prepared by the Company or its representatives, the Recipient or its Representatives or otherwise), including all reports, analyses, compilations, studies and other materials containing or based on the Evaluation Material, and the Recipient and its Representatives shall not retain any copies, extracts or other reproductions in whole or in part of such material. Notwithstanding the immediately preceding sentence, Recipient may keep one copy of the Confidential Information to the extent it is “backed-up” on electronic information management and communications systems or servers, is not available to an end user and cannot be expunged without considerable effort or expense. The destruction provided for in this Section 5 shall be confirmed in writing to the Company by an authorized officer supervising the same.

Notwithstanding the return or destruction of the Evaluation Material, the Recipient and its Representatives shall continue to be bound by the confidentiality and other obligations hereunder.

6.           For the purpose of the evaluation of the Evaluation Material and a possible Transaction, the Recipient and its Representatives shall not initiate or maintain contact in connection with or with respect to a possible Transaction with any director, officer, employee, agent or representative of the Company or any of its subsidiaries or affiliates without permission of the Company.

7.           The parties hereto acknowledge and agree that in the event of any breach of this letter agreement by the Recipient or its Representatives, the Company may be irreparably and immediately harmed and may not be made whole by monetary damages. It is accordingly agreed that the Company, in addition to any other remedy to which it may be entitled in law or equity, shall be entitled to seek an injunction or injunctions to prevent breaches of this letter agreement and to compel specific performance of this letter agreement, without the need for proof of actual damages, and Recipient further agrees to waive, and to cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with such remedies. 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 as determined by a court of competent jurisdiction.

8.           The Recipient and its Representatives agree not to use or disclose any nonpublic personal information furnished to it by the Company or any of its representatives, other than to carry out the purposes set forth in this letter agreement for which the Company or its representatives disclosed such information or otherwise to make the disclosures permitted herein. For purposes of this letter agreement, “nonpublic personal information” means nonpublic personal financial information and nonpublic personal health information as those terms are defined in applicable federal and state law, including the Gramm-Leach-Bliley Act (Financial Services Modernization Act of 1999) and comparable state laws. “Nonpublic personal financial information” includes personally identifiable financial information; and any list, description or other grouping of consumers (and publicly available information pertaining to them) that is derived using any personally identifiable financial information that is not publicly available. “Nonpublic personal health information” includes health information that identifies an individual who is the subject of the information or with respect to which there is a reasonable basis to believe that the information could be used to identify an individual.

9.           The parties hereto agree that each party reserves the right, in its sole and absolute discretion, to reject any or all proposals and to refuse to enter into or to terminate discussions and negotiations with, directly or indirectly involving, the other party at any time and shall not be obligated to enter into any definitive agreement with the other party. Each party hereto agrees to promptly inform the other of any decision by it not to proceed with a Transaction. Each party hereto agrees that unless and until a definitive agreement between the parties with respect to a Transaction has been executed and delivered, neither party shall be under any legal obligation of any kind whatsoever to enter into a Transaction by virtue of this or any other written

or oral expression with respect to a Transaction by any of its representatives. However, the agreements set forth herein are and shall remain in full force and effect during the periods set forth herein.

10.         For a period of eighteen (18) months from the date of this letter agreement, the Recipient shall not, and shall cause its affiliates not to, directly or indirectly, acting alone or in concert with others, unless specifically requested in writing in advance by the Company:

a.           acquire, or offer, seek, propose or agree to acquire, directly or indirectly, by purchase or otherwise, any equity securities (or securities convertible into equity securities) of the Company or any of the assets or businesses of the Company, or any right or option to acquire any of the foregoing (including from a third party), or make any public announcement (or request permission to make any such announcement) with respect to any of the foregoing;

b.           solicit proxies or consents or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934, as amended) of proxies or consents with respect to any voting securities of the Company with regard to any matter;

c.           seek to control or influence the management or the Board of Directors of the Company, seek or propose to obtain representation or further representation on the Board of Directors of the Company or any committee thereof, seek to advise, encourage or influence any person with respect to the voting of any equity or other securities of the Company or seek to induce or in any manner assist any other person to initiate any stockholder proposal with respect to any securities of the Company, any change of control of the Company or for the purpose of convening any meeting of stockholders of the Company or to initiate any tender or exchange offer for equity or other securities of the Company;

d.           except as required by law, make any public or other announcement, or any written or oral offer, proposal or inquiry relating to a tender or exchange offer for any equity or other securities of the Company, or any merger, consolidation, business combination or other transaction that would result in a change of control, sale of assets, liquidation or other extraordinary corporate transaction between the Company and the Recipient and/or any of its affiliates (each such transaction being referred to herein as an “Acquisition” or take any action which would reasonably be expected to require the Company to make a public announcement regarding any Acquisition;

e.           deposit any equity or other securities of the Company in a voting trust or subject any such securities of the Company to any arrangement or agreement with respect to the voting, ownership or economic interest of any such securities of the Company;

f.            form, join or in any way participate in any partnership, limited partnership, syndicate or other group (or otherwise act in concert with any other person) for the purpose of acquiring, holding, voting or disposing of any equity or other securities of the Company or taking any other actions restricted or prohibited under clauses (a) through (e) of this Section 10; or

g.           propose, request or otherwise seek to have the Company amend or waive any provision of this Section 10;

provided, that the Recipient shall not be precluded from communicating solely and exclusively with the Board of Directors of the Company with respect to (i) a transaction involving the Company or (ii) seeking a waiver of any of the provisions of Section 10.

If the Recipient receives any proposal, inquiry or other communication with respect to any of the foregoing, it shall promptly advise the Company thereof, and inform the Company of the source and details of such proposal, inquiry or communication.

Notwithstanding the foregoing restrictions in this Section 10, the Recipient may purchase goods or services of the Company or submit proposals for the purchase or sale of goods or services to the Company in the ordinary course of business consistent with past practice.

The Recipient hereby represents to the Company that, neither it nor any of its affiliates owns (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) any equity or other securities issued by the Company as of the date hereof.

The restrictions in this Section 10 (the “Standstill Provision”) shall not be applicable to Recipient, its subsidiaries or their respective Representatives, and any of the foregoing shall be permitted to take any and all of the actions contemplated in this Section 10, if: (A) the Company shall specifically consent thereto, (B) the Company enters into a definitive agreement with any person (or the Company publicly announces its intention to enter into any such agreement) involving (i) any acquisition of any equity securities (or securities convertible into equity securities) of the Company carrying in the aggregate the right to cast at least a majority of the votes entitled to be cast for the election of directors (“Majority Shares”) of the Company or of subsidiaries representing substantially all of the consolidated assets of the Company and its subsidiaries (“Substantial Subsidiaries”), or any acquisition of all or substantially all of the consolidated assets of the Company and its subsidiaries, or (ii) any tender or exchange offer, merger or other business combination involving the Majority Shares of the Company or its Substantial Subsidiaries (or the commencement thereof), or (C) any person shall have commenced a tender or exchange offer for the Majority Shares of the Company for the purpose of effecting a change of control of the Company (or shall have publicly announced an intention to commence any such offer).

11.         For a period of eighteen (18) months after the date of this letter agreement, the Recipient agrees that it and its affiliates shall not, directly or indirectly, (a) use the Evaluation Material to develop its own business or compete with the Company, or (b) solicit for employment or hire (as an employee, independent contractor or otherwise) any person with whom Recipient becomes aware as a result of the Evaluation Material or otherwise in connection with the Transaction who is currently employed by the Company or any of its affiliates; provided, that the foregoing shall not prohibit general solicitations for employees or public advertising of employment opportunities (including through the use of employment agencies, search firms, advertisement, web posting or other similar form of solicitation) of employment not specifically directed toward employees of the Company and, provided further, that the foregoing shall not preclude the Recipient from hiring any employee of the Company (other than managers or officers of the Company) who is under no restriction regarding such employment and who (i) initiates discussions with the Recipient regarding such employment without any direct or indirect solicitation by the Recipient, (ii) has had his or her employment terminated by the Company or its affiliates prior to commencement of discussions between the Recipient and such employee or (iii) responds to any general solicitation placed by the Recipient not directed towards employees of the Company.

12.         The Recipient is aware, and will advise its Representatives who are informed of the matters that are the subject of this letter agreement, of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who has received material, non-public information from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.

13.         To the extent that any Evaluation Material includes materials or other information that may be subject to the attorney-client privilege, work product doctrine or any other applicable privilege or doctrine concerning any pending, threatened or prospective action, suit, proceeding, investigation, inquiry, arbitration or dispute, the parties hereto acknowledge and agree that they have a commonality of interest with respect to such action, suit, proceeding, investigation, inquiry, arbitration or dispute, and agree that it is their mutual desire, intention and understanding that the sharing of such materials and other information is not intended to, and shall not, affect the confidentiality of any of such materials or other information or waive or diminish the continued protection of any of such materials or other information under the attorney-client privilege, work product doctrine or other applicable privilege or doctrine. Accordingly, all Evaluation Material that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege or doctrine shall remain entitled to protection thereunder and shall be entitled to protection under the joint defense doctrine, and Recipient agrees to take all commercially reasonable measures necessary to preserve, to the fullest extent possible, the applicability of all such privileges and doctrines.

14.         As the parties hereto may be, or may be deemed to be, competitors in some product lines, they agree that disclosures of competitively sensitive Evaluation Material (e.g., information concerning prices, pricing plans and strategies, bidding and costs for competitive

product lines) shall not occur until the parties have determined based upon their due diligence that there is a reasonable likelihood that they will want to engage in a Transaction and that such disclosure is necessary in order for the parties to evaluate the business and prospects and hence whether to undertake a Transaction. The parties hereto further agree that any such disclosures will be made only in accordance with applicable antitrust laws. The parties hereto understand that a Transaction may be subject to the U.S. Hart-Scott-Rodino Act and require that Notification and Report Forms be submitted to the antitrust authorities. The parties hereto further understand that the definitive agreement concerning a Transaction will contain further provisions on the sharing of competitively sensitive Evaluation Material in order to ensure compliance with all applicable antitrust laws until the Transaction closes (or in the event the Transaction does not close). The parties hereto may determine that, in order to evaluate a Transaction under antitrust or competition laws, it would further their common interest to exchange more detailed information under appropriate conditions.

15.         This letter agreement will continue in effect for a period of two (2) years from the date hereof.

16.         This letter agreement contains the entire agreement of the parties, supersedes any and all prior agreements, written or oral, between them relating to the subject matter hereof, and may not be amended unless agreed to in writing by each party hereto. The provisions set forth in this letter agreement, including, without limitation, this paragraph, may be waived only by a separate writing by both of the parties hereto expressly so waiving such provisions. It is understood and agreed that no failure or delay by the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

17.         The invalidity or unenforceability of any provision of this letter agreement shall not affect the validity or enforceability of any other provisions of this letter agreement, which shall remain in full force and effect. In the case of any such invalidity or unenforceability, the parties hereto shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties.

18.         This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the principles of conflict of laws thereof. The parties hereto irrevocably consent to the exclusive jurisdiction of the courts of the State of New York located in New York County and the federal court in the Southern District of New York for any actions or proceedings arising from or related to the matters set forth in this letter agreement.

19.         This letter agreement shall benefit and bind successors and assigns of each party hereto. This letter agreement may not be assigned in whole or in part by either party hereto without the prior written consent of the other party hereto.

20.         This letter agreement may be executed in multiple counterparts, each of which shall be an original with the same effect as if the signatures thereto were upon one instrument.

[Signatures follow on next page.]

If the Recipient is in agreement with the foregoing, please sign and return one copy of this letter agreement, which thereupon shall constitute our agreement with respect to the subject matter hereof.

Confirmed and Agreed:

COMTECH TELECOMMUNICATIONS CORP.

Exhibit (d)(5)

TEAMING AGREEMENT

THIS AGREEMENT, made and entered into this 25^th day of March, 2010 between Comtech Systems Inc, (“CSI”), a Delaware Corporation, with its principal office in Orlando, Florida and Telecommunication Systems, Inc. (“TCS”) with its principal offices in Annapolis, Maryland

WHEREAS, the United States Government (“Customer”) has the need and may solicit for a short range troposcatter communications capability with the US air defense artillery (ADA) (“Program”), and potentially with a wider customer base within the US military, and

WHEREAS, TCS is a prime contractor on the WWSS IDIQ contract vehicle and TCS holds the contract for the supply of SIPR/NIPR Access Point (SNAP) VSAT terminals sold to the US military, and

WHEREAS, TCS is a valued communications systems integrator to the US military, and CSI designs, supplies and manufactures troposcatter communications equipment for the US military and other global customers, and CSI is a valued communications systems integrator to US and global customers, and  

WHEREAS, CSI and TCS, consistent with the Government’s policy on Teaming Agreements (FAR Subpart 9.6), believe that a teaming relationship between the two will offer the Customer the best combination of capabilities to achieve optimum performance, cost, and delivery for the Program requirements. To this end, the parties desire to enter into a Teaming Agreement to provide for the respective responsibilities in the joint preparation of a proposal in response to the solicitation and for the work to be performed under a resultant contract which may be implemented by one or more of the following means: (i) task orders under the WWSS IDIQ contract; (ii) other contract vehicle opportunity(es); ; or, (iii) separate open market transactions.

NOW THEREFORE, in consideration of the obligations and covenants created herein, the parties mutually agree as follows:

1.     This Agreement shall not constitute, create, give effect to, or otherwise imply a joint venture, partnership or formal business organization of any kind. Each party hereto is an independent contractor and nothing contained in this Agreement shall be construed to be inconsistent with this relationship or status. Neither party owes a fiduciary duty to the other. Nothing in this Agreement shall be construed in any way to constitute either party as the agent, employee, or representative of the other. As an independent contractor, each party has relied on its own expertise or the expertise of its legal, financial, technical, or other advisors.

2.     TCS will act as the Prime Contractor with CSI as a Sub-Contractor for purposes of preparing and submitting the proposal(s) in response to any solicitation and for purposes of performing the resultant contract. CSI shall use good faith efforts to prepare those portions of the combined proposal relating to its contribution to the Program, as described in Exhibit A, or as may be further identified and agreed upon by CSI and TCS from time to time. CSI will submit its complete proposal(s) to TCS no later than the due date mutually agreed to by the parties. TCS shall have the final responsibility for the preparation, evaluation, and submission of the proposal(s) to the Customer, however, CSI shall be given the opportunity to review and concur with any proposal(s) before submission. All contacts with the Customer pertaining to the

preparation of proposals and pursuit of this opportunity shall be coordinated through TCS. Each party shall be responsible for its own costs associated with this Agreement.

3.     The division of work and responsibility between the parties in pursuing the Program contemplated by this Agreement, including all proposals, and the TCS contract, together with all amendments and modifications, is defined and set forth in Exhibit A.

4.     TCS’s proposal to the Customer will contain and identify CSI’s contribution to the proposal and will also indicate that TCS intends to award a subcontract to CSI for the work defined as CSI’s responsibility in Exhibit A. Nothing herein shall be construed to limit or restrict the rights of either party to quote, offer to sell or sell to any party other than the Customer any products and services which are regularly offered for sale and which are not unique to this Project. In addition, in the event this Agreement is terminated either party shall be free to pursue their individual technical approaches which are unique to this Agreement with any other party..

5.     CSI and TCS agree to participate exclusively with each other in pursuing the award for the aforementioned Program and that neither will participate in any other proposal or team effort for the work defined in Exhibit A or in response to the Program unless such other participation has been mutually agreed upon in writing by the parties hereto. Nothing herein shall be construed or interpreted to apply to any other CSI subsidiary, affiliate, entity, or business unit, or any other TCS subsidiary, affiliate, entity, or business unit. Further, nothing contained herein shall be deemed to restrict either party from quoting, offering to sell, or selling to others standard commercial products or services regularly offered to the public. TCS reserves the right to add other team members as required, consistent with Exhibit A.

6.     In the event TCS is awarded a contract or task order(s) for the Program, TCS agrees to negotiate in good faith and award a subcontract to CSI for the portion of the Program described in Exhibit A, consistent with the Statement of Work, price, and terms and conditions of the prime contract with the Customer. The value of the subcontract awarded shall be no less than the amount contained in the portion of the applicable proposal except as modified by prior mutual agreement between the parties. It is also agreed that any such subcontract shall provide specifically, relative to any Termination for Convenience clause, that the prime contractor may terminate the subcontract for convenience of the prime contractor, in whole or in part, only in the event the related part of the prime contract is terminated, in whole or in part, prior thereto by and for the Convenience of the Customer or in the event that the Customer so modifies the prime contract as to eliminate the necessity of the work to be performed by subcontractor in whole or in part.

7.     Each party acknowledges (i) the risks and obligations of its undertakings; (ii) the uncertainty of the benefits; and (iii) its assumption of such risks, obligations and uncertainty. Each party has conducted its own due diligence and requested and reviewed any contracts, business plans, financial documents, and other written material as in such party’s opinion shall be the basis of that party’s decision to enter into this Agreement.

8.     Each party has consulted such legal, financial, technical, or other expert it deems necessary or desirable before entering into this Agreement. Each party represents and warrants that it has read, knows, understands, and agrees with the terms and conditions of this Agreement. Neither party has relied upon any oral representation of the other party in entering into this Agreement. All discussions, estimates, or projections developed by a party during the course of negotiating the terms and conditions of this

Agreement are by way of illustration only, and, unless specifically contained in this Agreement or one of its exhibits, are not binding or enforceable against the other party in law or in equity.

9.     Except for liability arising from a breach of Paragraphs 10 (proprietary information) and 19 (intellectual property), notwithstanding any other provision of this Agreement, under no circumstances shall either party be liable for special, incidental, indirect, or consequential damages as a result of a breach of any provision of this Agreement.

10.   With respect to proprietary information exchanged between the parties during the term of this Agreement, the Proprietary Information Non Disclosure Agreement signed 9 November 2009 and any amendments incorporated herein by this reference as Exhibit B, shall apply.

11.         All rights and obligations of the parties under this Agreement shall terminate upon the happening of any one of the following:

The restrictions on the handling of proprietary information set forth in Paragraph 10 of this Agreement shall remain in effect as so specified. The restrictions on the handling of proprietary

information pursuant to any subcontract between the parties shall be as specified in the subcontract. Articles 9, 16, 18 and 19 shall survive the termination of the Agreement for a period of 5 years.

12.   Neither party has knowledge of any actual or potential organizational conflict of interest (OCI) as defined in Part 9 of the FAR (a situation in which either party has an interest or relationship or unequal access to information which could adversely affect that party’s ability to perform under any contract or Program contemplated under this Agreement) that would render either Party unable to give impartial assistance or support to the other Party; interfere with objectivity in performing the contemplated contract work; give either party an unfair competitive advantage; or preclude the Parties from being eligible for and being able to perform the contract contemplated by this Agreement. If a potential or actual conflict of interest matter becomes known by either Party after the effective date of this Agreement, written notice of the matter will be given within five business days to the other party. If the parties conclude that an actual conflict of interest exists, and it cannot be satisfactorily resolved through good faith negotiations, either Party may terminate this Agreement by written notice.

13.   Both parties agree, in pursuing the award of a one or more task orders under the prime contract for the Program contemplated by this Agreement, that they will each comply with applicable Federal Law, including but not limited to 41 USC 423 (Procurement Integrity) and the implementing Federal Acquisition Regulations.

14.   With regard to any subcontract between the parties that may result from this Agreement, the receiving party represents and warrants that no technical data furnished to it by the disclosing party shall be disclosed to any foreign nation, firm, or country, including foreign nationals employed by or associated with the receiving party, nor shall any technical data be exported from the United States without first complying with all requirements of the International Traffic in Arms Regulations (ITAR) or the Export Administration Regulations (EAR), including the requirement for obtaining any export license if applicable. The receiving party shall first obtain the written consent of the disclosing party prior to submitting any request for authority to export any such technical data. The receiving party shall indemnify and hold the disclosing party harmless for all claims, demands, damages, costs, fines, penalties, attorney’s fees, and all other expenses arising from the failure of the receiving part to comply with this clause or the ITAR and EAR.

15.   Neither party shall assign or in any manner transfer its interests or any part thereof in this Agreement. The foregoing shall not apply to assignment to any successor corporation in the event either party shall change its corporate name or merge with another corporation.

16.   This Agreement shall be governed by, subject to, and construed in accordance with, the laws of the State of New York.

17.   Any news release, public announcement, advertisement, or publicity proposed to be released by CSI or TCS concerning the program or its efforts in connection with the proposals or any resulting contract, will be subject to the written approval of the other party prior to release, which will not be unreasonably withheld. Full consideration and representation as to the roles and contributions of both parties shall be given in any such release information.

18.   a. Any controversy or claim arising out of or relating to this Agreement, or breach thereof, which cannot first be settled amicably and satisfactorily between the parties, shall be settled in New York

by arbitration in the English language in accordance with the Rules of the American Arbitration Association utilizing one arbitrator. The Appointing Authority shall be the president of the American Arbitration Association. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. The Arbitrator(s) award may include compensatory damages against either party and shall be limited by the provisions of Article 9. Under no circumstances will the Arbitrator(s) be authorized to, nor shall they award punitive damages or multiple damages against either party. The Arbitrators shall have the authority but not the obligation to award the costs of arbitration and reasonable attorney’s fees to the prevailing party; however, if the Arbitrators do not award such costs and fees, each party will be responsible for its costs incurred in arbitration except that the costs and fees imposed by the Arbitrators for their expenses shall be borne equally by the parties.

b.  Notwithstanding the above, either party may seek injunctive relief in any court of competent jurisdiction against improper use or disclosure of proprietary information.

c.  Notwithstanding the above, the parties’ failure in good faith to reach mutual agreement on the terms and conditions of a subcontract under this Agreement pursuant to Article 6 shall not be considered a controversy or claim subject to arbitration under this Article.

19.

b.  Each party hereto, insofar as it is free to do so without obligation to others, hereby authorizes the other party to use its Intellectual Property solely as necessary for the performance of each party’s respective obligations under this Agreement. Similarly, and only to the extent that a party is free to do so without obligation to others, any subcontract between the parties resulting from this Agreement shall contain appropriate royalty-free cross licenses between the parties so as to enable each such party to use Intellectual Property of the other party to perform its obligations under said subcontract and the associated prime contract with the Government.

c.  Subject to any rights of the Government, each party shall retain title to any Intellectual Property if developed, authored, conceived or reduced to practice independently and solely by that party during the performance of this Agreement without the other party’s Intellectual Property. In such event, no license, express or implied, shall inure to the benefit of the other participating party to prepare copies and derivative works of such copyrighted works or to make, use, sell and export/import products or processes incorporating such Intellectual Property, except as expressly provided herein or in any resulting subcontract between the parties.

d.  In the event Intellectual Property is developed by one party during the performance of this Agreement, which invention or copyrighted work necessarily derives from and incorporates Intellectual Property disclosed by the other party, such invention and/or copyrighted works shall be and remain the property of the inventing party; provided, however, that the inventing party shall and does

hereby grant to the other party hereto a nonexclusive, worldwide, royalty-free, irrevocable right and license to make copies and derivative works of such Intellectual Property, and to make, have made, use, sell and have sold solely for use on the Program such invention, products or processes incorporating such Intellectual Property.

e.  In the event Intellectual Property is developed jointly by the parties during the performance of this Agreement, unless expressly provided otherwise in any subsequent subcontract between the parties resulting from this Agreement, such Intellectual Property shall be owned jointly by the parties unless one of the parties elects not to participate in such joint ownership. Neither party shall take action with respect thereto which will adversely affect the rights of the other party without the prior written consent thereof. As to all such jointly owned Intellectual Property, each owning party shall be free to use, practice and license non-exclusively such jointly owned Intellectual Property, without in any way accounting to the other owning party, except that each owning party agrees to use reasonable efforts to maintain such jointly owned Intellectual Property as confidential and proprietary in the same manner it treats its own Intellectual Property of a similar character. Procedures for seeking and maintaining protection such as patents or copyrights for jointly owned Intellectual Property shall be mutually agreed in good faith by the owning parties. Any party which does not bear its proportionate share of expenses in securing and maintaining patent protection on jointly owned Intellectual Property in any particular country or countries shall surrender its joint ownership under any resulting patents in such country or countries.

20.   Neither party will be liable to the other for expenses or costs incurred by it during any phase of the preparation of proposals, or for any work thereunder, or any negotiations, which may follow either with the Customer.

21.   If any part, term, or provision of this Agreement shall be held void, illegal, unenforceable, or in conflict with any law of a Federal, State, or local Government having jurisdiction over this Agreement, the validity of the remaining portions of provisions shall not be affected thereby. In the event that any part, term or provision of this Agreement is held void, illegal, unenforceable, or in conflict with any law of the Federal, State, or local Government having jurisdiction over this Agreement, the parties agree, to the extent possible, to include a replacement provision, construed to accomplish its originally intended effect, that does not violate such law or regulation.

22.   This Agreement states the entire understanding between the parties with respect to the subject matter, and all prior and contemporaneous understandings, representations, and agreements whether oral or in writing are merged and superseded. No alteration, modification, release, or waiver of this Agreement or any of the provisions herein shall be effective unless agreed to in writing and executed by both parties.

23.   All notices, certificates, acknowledgments and other reports sent by a party under this Agreement, shall be in writing and shall be deemed properly delivered when duly mailed by certified mail to the other party at its address as follows, or to such other address as either party may, by written notice, designate to the other.

24.   The persons signing this Agreement have the authority to bind and sign on behalf of their respective parties.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above set forth.

EXHIBIT A

TCS:

CSI:

Amendment 01

To The

COMTECH Systems, Inc. (CSI)/TeleCommunication Systems, Inc.,

Teaming Agreement, dated 25 March 2010

RECITALS

WHEREAS, the above Parties first entered into a Teaming Agreement, effective 25 March 2010 (the Agreement), where TCS will be the prime contractor for the sale of the 3T terminals awarded through the WWSS contract (the program). And TCS will be the prime contractor for the sales of the 3T terminals to the U.S. Artillery Missile Defence (AMD) CSI will be the exclusive subcontractor on the Program for the supply of troposcatter terminal equipment as listed above, and;

WHEREAS, the above Parties now wish to extend the Term of the agreement until September 2012 and

WHEREAS, the above Parties now wish to expand the scope of the Agreement to include sales of the CSI Modified, Transportable Communications Trailer (TCT) to Integrated Army Missile Defence (IAMD).

NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, and other good and valuable consideration, the Parties agree that this Agreement is hereby amended as follows:

All terms, conditions and provisions of the original Teaming Agreement, remain unchanged, except as specifically noted herein.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above set forth.

EXHIBIT A, Revised February 15, 2011

TCS:

TCS:

CSI:

Amendment 02

To The

COMTECH Systems, Inc.(CSI)/ TeleCommunication Systems, Inc.,

(TCS) Teaming Agreement, dated 25 March 2010 and Amendment

01 dated 28 February 2011

RECITALS

WHEREAS, the above Parties first entered into a Teaming Agreement, effective 25 March 2010 (the Agreement), where TCS will be the prime contractor for the sale of the 3T terminals awarded through the WWSS contract (the program). TCS will be the prime contractor for the sales of the 3T terminals to the U.S. Artillery Missile Defense (AMD) CSI will be the exclusive subcontractor on the Program for the supply of troposcatter terminal equipment as listed above, and;

WHEREAS, the above Parties did extend the Term of the Agreement until September 25, 2012, and;

WHEREAS, the above Parties now wish to expand the scope of the Agreement to include sales of the CSI 3T Troposcatter terminals to the Army Expeditionary Signal Brigades (ESB).

WHEREAS, the above Parties now wish to further clarify and modify the original Agreement.

WHEREAS, Comtech Systems agrees to build additional equipment and/or long lead items above any order submitted by TCS and accepted by CSI.

NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, and other good and valuable consideration, the Parties agree that this Agreement is hereby amended and modified as follows:

1) The Teaming Agreement will expire September 25, 2013, or in the event TCS purchases 40 terminals in the year and purchases an additional quantity of 20 units by the last month of the agreement, this agreement will automatically extend for an additional year.

2) Exhibit A to that Agreement is hereby revised to include the exclusive sale of Comtech 3T Troposcatter Terminals to the Army ESB’s

3) The Teaming Agreement is modified to reflect the non-exclusivity of sales to other US Government entities as “customers” TCS reserves the right to sell outside of the WWSS contract vehicle through deal registration subject to CSI approval.

4) Upon any TCS order for long lead kits the full number of required kits will be ordered by TCS PO with CSI processing the order received with no upfront costs to TCS. Payment will be for the quoted price once the kits are in CSI inventory

5) Upon any TCS order for complete terminals or spares the order will be for the full number of terminals or spares to be delivered. A down payment of 25% will be calculated based upon the quoted price of 67% of the PO minus the value of long lead items previously paid for by TCS. (i.e. an order for 15 terminals or spares kits will have a down payment equal to 25% of the quoted price of 10 of the terminals and/or spares kits). The down payment will be paid with the receipt of the PO by CSI.

All other terms, conditions and provisions of the original Teaming Agreement, remain unchanged, except as specifically noted herein.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 7^th day of December, 2011.

Amendment 03

To The

COMTECH Systems, Inc. (CSI)/TeleCommunication Systems, Inc., (TCS)

Teaming Agreement, dated 25 March 2010,

Amendment 01 dated 28 February 2011 and

Amendment 02, dated 7 December 2011

RECITALS

WHEREAS, the above Parties first entered into a Teaming Agreement, effective 25 March 2010 (the Agreement), where TCS will be the prime contractor for the sale of the 3T terminals awarded through the WWSS contract (the program) and TCS will be the prime contractor for the sales of the 3T terminals for the US Military, Army Expeditionary Signal Brigades (ESB) and the U.S. Artillery Missile Defense (AMD), CSI will be the exclusive subcontractor on the Program for the supply of troposcatter terminal equipment as listed above, and;

WHEREAS, the above Parties did first extend the Term of the Agreement until September 25, 2012 by the execution of Amendment 01 and subsequently to September 25, 2013 by the execution of Amendment 02, and;

WHEREAS, the above Parties now wish to extend the term of the Agreement until March 31, 2014

NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, and other good and valuable consideration, the Parties agree that this Agreement is hereby amended and modified as follows:

1) The Agreement will expire March 31, 2014

All other terms, conditions and provisions of the original Teaming Agreement, remain unchanged, except as specifically noted herein.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth below.

Amendment 04 To The

COMTECH Systems, Inc. (CSI)/TeleCommunication Systems, Inc.,

Teaming Agreement, dated 25 March 2010, Amendment 01, dated 28 February 2011

Amendment 02, dated 7 December 2011 and Amendment 03, dated 4 April 2013

RECITALS

WHEREAS, the above Parties first entered into a Teaming Agreement, effective 25 March 2010 (the Agreement), where TCS will be the prime contractor for the sale of the 3T terminals awarded through the WWSS and GTACS contracts (the program). TCS will be the prime contractor for the sales of the3T terminals to the U.S. Artillery Missile Defense (AMD) CSI will be the exclusive subcontractor on the Program for the supply of Troposcatter terminal equipment as listed above, and;

WHEREAS, the above Parties agree to extend the Term of the Original Agreement plus all Amendments until October 1, 2016, and;

WHEREAS, the above Parties expanded the scope of the Agreement to include sales of the CSI 3T Troposcatter terminals to the Army Expeditionary Signal Brigade (ESB) by Amendment 02, and;

WHEREAS, the above Parties now wish to add United States Special Operations Command (SOCOM) as a territory in this Teaming Agreement, in addition to GTACS, Air Defenders and Air Force.

NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, and other good and valuable consideration, the Parties agree that this Agreement is hereby amended to include United States Special Operations Command (SOCOM) as a territory under this Teaming Agreement.

All terms, conditions and provisions of the original Teaming Agreement, remain unchanged, except as specifically noted herein.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above set forth.

Amendment 05 To The

COMTECH Systems, Inc. (CSI)/TeleCommunication Systems, Inc.,

Teaming Agreement, dated 25 March 2010, Amendment 01, dated 28 February 2011,

Amendment 02, dated 7 December 2011, Amendment 03, dated 4 April 2013 and Amendment

04, dated 4 September 2014 (collectively referred to as “The Teaming Agreement)

RECITALS

This AMENDMENT No. 5 to the Teaming Agreement is by and between TeleCommunication Systems, Inc., and ComTech Systems, Inc., referred to hereinafter as themselves (“TCS” or “CSI”, respectively),

WHEREAS, the above Parties now wish to add US Marine Corps Next Generation Deployable Tropo and USMC Line of Sight (LoS) requirements that would utilize the Comtech Tropo modem, FCS and SSPAs to the scope of the Teaming Agreement.

NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, and other good and valuable consideration, the Parties agree that the Teaming Agreement is hereby amended to include US Marine Corps Next Generation Deployable Tropo and USMC Line of Sight (LoS) requirements that would utilize the Comtech Tropo modem..

All terms, conditions and provisions of the original Teaming Agreement, including all Amendments, remain unchanged, except as specifically noted herein.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above set forth.

Amendment 06

To The

COMTECH Systems, Inc. (CSI)/TeleCommunication Systems, Inc., (TCS)

Teaming Agreement, dated 25 March 2010,

Amendment 01 dated 28 February 2011 and

Amendment 02, dated 7 December 2011

Amendment 03 dated 1 April 2013

Amendment 04 dated 4 September 2014

Amendment 05 dated 20 March 2015

RECITALS

WHEREAS, the above Parties first entered into a Teaming Agreement, effective 25 March 2010 (the Agreement), where TCS will be the prime contractor for the sale of the 3T terminals awarded through the WWSS contract (the program) and TCS will be the prime contractor for the sales of the 3T terminals for the US Military, Army Expeditionary Signal Brigades (ESB)and the U.S. Artillery Missile Defense (AMD), CSI will be the exclusive subcontractor on the Program for the supply of troposcatter terminal equipment as listed above, and;

WHEREAS, the above Parties did extend the Term of the Agreement effective 25 march 2010 and amended as indicated above, and;

WHEREAS, the above Parties now wish to add an agreement to obtain the services of Gordon Stump to pursue the National Guard Programs

NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, and other good and valuable consideration, the Parties agree that this Agreement is hereby amended and modified as follows:

Parties agree to share the monthly costs for Mr. Stump equally as well as the commission for sales to be paid to him. TCS shall supply a biweekly summary of actions and personnel visited as well as an indication of the viability of the line of pursuit.

All other terms, conditions and provisions of the original Teaming Agreement, remain unchanged, except as specifically noted herein.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth below.

Exhibit (d)(6)

NON-EXCLUSIVE
TEAMING AGREEMENT

This agreement (the “Agreement”) is made as of the 18^th day of May, 2011, between TeleCommunication Systems, Inc. (“Prime Contractor”), a Maryland corporation, with headquarters at 275 West Street, Suite 400, Annapolis, Maryland 21401 and Comtech Systems, Inc a Delaware corporation, (DUNS Number 791441173) with its principal place of business located at 2900 Titan Row, Suite 142, Orlando, FI 32809 (“Subcontractor”).

Recitals

The U. S. Government through the Army Contracting Command, APG (the “Client”), is or has issued a solicitation (the “RFP”) for Global Tactical Advanced Communications Systems (GTACS). (the “Project”) and the Prime Contractor and Subcontractor desire to support requirements for the “Project. The purpose of this Agreement is to set forth the terms under which the Prime Contractor may use Subcontractor’s name, logo, product line, pricing, specifications and past performance in its proposal for the Project.

Agreements

In consideration of the mutual promises herein contained, the parties agree as follows:

The parties to this Agreement have the relationship of Prime Contractor to Subcontractor. This Agreement shall not be construed to create a joint venture, partnership or other form of business organization of any kind between the parties. At all times the Prime Contractor and Subcontractor shall remain independent contractors, each responsible for the performance of its assigned tasks.

3.1           Award of Subcontract. If the Client awards a task order as a result of the IDIQ contract, to the Prime Contractor as a result of the Proposal, and subject to any required subcontract consent or approval by the Client, the Prime Contractor will promptly award a Basic Purchase Agreement (BPA) to the Subcontractor which will define the exclusive terms and conditions for the purchase of Subcontractor’s products or services related to that task order, which the parties agree to negotiate in good faith. The BPA shall contain all mandatory terms and conditions, which, under the RFP and/or contract are required to “flow down” to Subcontractors.

4.1           General Cooperation. Throughout the period of this Agreement the parties agree to cooperate as may reasonably be required for the success of the Proposal. This cooperation involves supporting the Prime proposal development activities by providing, as required, the subcontractor’s name, logo, product line, pricing, specifications and past performance.

4.3           Governing Law: The validity, performance, and all matters relating to the effect of this Agreement and any amendment hereto shall be governed by the laws of the State of Maryland, without regard to its choice of laws provisions.

4.4           Amendments. No modification, amendment, supplement to or waiver of this Agreement or any of its provisions shall be binding upon the Parties hereto unless made in writing and duly signed by the Parties.

4.5           Entire Agreement. This Agreement, including the recitals and attachments thereto, contains the entire agreement of the parties as to their relationship in connection with the Project, and supersedes any previous agreements, oral or written, except for the NDA.

IN WITNESS WHEREOF the parties have caused this Agreement to be signed by their respective duly authorized officers, as of the date set forth above.

Exhibit (d)(7)

TCS TEAMING AGREEMENT

This agreement (the “Agreement”) is made as of the 9^th day of April 2013, between TeleCommunication Systems, Inc. (“Prime Contractor”), a Maryland corporation, with headquarters at 275 West Street, Suite 400, Annapolis, Maryland 21401 and Comtech Systems, Inc a Delaware corporation, (DUNS Number 791441173) with its principal place of business located at 2900 Titan Row, Suite 142, Orlando, Fl 32809 (“Subcontractor”).

Recitals

The U. S. Government through the Army Contracting Cmd-APG/PEO-C3T (the “Client”), has awarded an IDIQ Contract to TCS under the Global Tactical Advanced Communication Systems (GTACS) Program (the “Program”). Under the Program, the Client is expected to issue various Requests for Task Execution Plans (RTEPs) to be competitively bid among the Program awardees (the “Project” or “Projects”). The purpose of this Agreement is to set forth the terms under which the Subcontractor will submit exclusively to the Prime Contractor a technical, a management and a price proposal for services in support of the Prime Contractor’s proposed performance of the Project or Projects, to the extent the scope of any Project or Projects includes at least one of the items as defined by Attachment A, hereto. The parties have agreed upon certain terms and conditions for subcontracting between them. This Agreement sets forth those terms and conditions.

This Agreement applies only to the Project or Projects and the parties are free to act independently in all other matters.

Agreements

In consideration of the mutual promises herein contained, the parties agree as follows:

1.0           RELATIONSHIP OF PARTIES

The parties to this Agreement have the relationship of Prime Contractor to Subcontractor. This Agreement shall not be construed to create a joint venture, partnership or other form of business organization of any kind between the parties. At all times the Prime Contractor and Subcontractor shall remain independent contractors, each responsible for the performance of its assigned tasks.

2.0           PROPOSAL

2.1           Submission. The Subcontractor agrees to submit to the Prime Contractor, on a schedule to be agreed between the parties, a technical and management proposal covering the work described for the Subcontractor in Attachment A, together with summary price information. In addition, in the event the Client requires it, the Subcontractor agrees to submit a detailed price to the Prime Contractor for submission directly to the Client.

TCS Teaming Agreement Confidential and Proprietary Level 2

2.2           Prime Contractor’s Proposal. The Prime Contractor agrees to submit to the Client a proposal for the Project (the “Proposal”). The Prime Contractor shall have sole responsibility for the content of the Proposal, including technical, management and price volumes.

2.3           Cooperation. The parties agree to cooperate in the exchange of information necessary for the development of the Proposal, and the Subcontractor agrees to make its personnel reasonably available for this purpose at such locations as the Prime Contractor may designate. However, each party shall be solely responsible for its own costs in Proposal preparation, including travel. Each party will be responsible for the cost of reasonable office space and administrative support provided to the representatives of other party at meetings held on that party’s premises.

2.4           Proposal Support. The Subcontractor agrees to provide such liaison effort and support personnel as may reasonably be required by the Prime Contractor to support the integration of the Subcontractor’s proposal material into the Proposal. If the Prime Contractor is involved in any written communication or presentations concerning the Proposal, the Subcontractor agrees, upon request, to provide reasonable support to the Prime Contractor, including participation in meetings and presentations with Client personnel.

2.5           Consultation. During the course of any negotiation with the Client concerning the Proposal, the Subcontractor agrees to make available on request such personnel or information as may reasonably be necessary to respond to Client requests, including changes in the Statement of Work, delivery schedule and general terms and conditions.

2.6           Direct Contacts. The Subcontractor agrees that it will not initiate any direct contacts with the Client concerning the Proposal, but will communicate with the Client through the Prime Contractor, except as otherwise agreed.

2.7           Authorized Representatives. Each party has designated one or more individuals within its organization as authorized representatives to act on its behalf in the preparation of their respective proposals, receipt of any proprietary information, and any negotiation between the parties pursuant to this Agreement, as follows:

Each party may change its designation by written notice to the other party.

2.8           Proposal Data. During the term of this Agreement, it may be necessary for the parties to provide proprietary information to each other. Any party receiving such information agrees to protect it in accordance with and to the extent required by Non-Disclosure Agreement executed between the parties with an effective date of Nov 19, 2009 for three years (the “NDA”).

TCS Teaming Agreement Confidential and Proprietary Level 2

3.0           TERMS AND CONDITIONS FOR SUBCONTRACTING

3.1           Award of Subcontract. If the Client awards a contract to the Prime Contractor as a result of the Proposal, and subject to any required subcontract consent or approval by the Client, the Prime Contractor will promptly award a subcontract to the Subcontractor for the work proposed by the Subcontractor and listed in Attachment A, to the extent that such work is in the Prime Contract (the “Subcontract”). Other than those terms specified herein, upon which the parties have agreed, the parties agree to negotiate in good faith. By accepting such Subcontract, the Subcontractor agrees not to enter into any contractual arrangement with another contractor for work directly related to that being provided to the Client under the subject Prime Contract. This does not restrict either party's rights to pursue business outside that covered by this RFP or a resulting Prime Contract.

3.2           Consent of Client. If the Subcontract to be negotiated between the parties is subject to the written consent of the Client, the Prime Contractor shall use its best efforts to obtain such consent.

3.3           Scope of Subcontract. Except as may be otherwise agreed, the Subcontract shall reflect the Subcontractor's technical, management and price proposals. The distribution of effort as set forth in Attachment A is based on the Client's awarding the Subcontractor's effort to the Prime Contractor and the continued acceptable performance by Subcontractor as determined by the Client and Prime Contractor.

3.4           Flow Down Provisions. The Subcontract shall contain all mandatory terms and conditions, which under the RFP are required to “flow down” to Subcontractors. The parties agree to negotiate in good faith any additional terms and conditions that may be imposed upon the Prime Contractor after the issuance of the RFP.

3.5           Exclusivity. During the term of this Agreement, the Subcontractor shall not work with parties other than the Prime Contractor to provide the Client with the equipment meeting the requirements, listed in Attachment A. During the term of this Agreement, the Subcontractor shall not work with or assist any bidder other than the Prime Contractor in connection with the Project or the Proposal, nor compete independently for work covered by this Project. Nothing herein shall be construed to limit or restrict the rights of either party to quote, offer to sell or sell to any party other than the Client any products and services which are regularly offered for sale and which are not unique to this Project. In addition, in the event this Agreement is terminated either party shall be free to pursue their individual technical approaches which are unique to this Agreement with any other party.

4.0           GENERAL

4.1           Solicitation of Employees. Each party agrees that during the term of this Agreement or during the term of the Subcontract, whichever is longer, and for one year thereafter, each party agrees not to solicit the employment of any employee, former employee, or consultant of the other party or hire any employee, former employee, or consultant of the other party who has been involved in the performance of services under this Agreement or the Subcontract or any extension thereof.

4.2           Classified Information. If the performance of this Agreement or any resulting Subcontract requires access to or storage of classified data, the parties agree to safeguard all

TCS Teaming Agreement Confidential and Proprietary Level 2 

classified documents and to provide and maintain a system of security controls in accordance with the requirements of DD Form 254 (Security Agreement), and of the Department of Defense Industrial Security Manual for the safeguarding of Classified Material in effect on the date of this Agreement, including any amendments made after the date of this Agreement.

4.3           General Cooperation. Throughout the period of this Agreement the parties agree to cooperate as may reasonably be required for the success of the Proposal.

4.4           Termination. Except for confidentiality provisions of the NDA and the obligations regarding the solicitation of employees, this Agreement shall terminate upon the occurrence of the earliest of the following events:

4.5           Nature of Agreement. This Agreement shall not be construed to create a joint venture, partnership or other form of business organization of any kind between the parties. At all times the Prime Contractor and the Subcontractor shall remain independent contractors, each responsible for its own employees.

4.6           Notices. All notices and other communications required or contemplated under this Agreement shall be in writing and shall be transmitted to the address set forth at the beginning of this Agreement and to the attention of the “Contracts Department” for Prime Contractor and to the

TCS Teaming Agreement Confidential and Proprietary Level 2

attention of the Contractual representative for the Subcontractor set forth in section 2.7 (Authorized Representatives). Such notice shall be sent either by (i) personal delivery, (ii) expedited messenger service, (iii) registered or certified mail, postage prepaid and return receipt requested, (iv) electronic facsimile, or (v) electronic mail. Notices shall be effective upon the date of confirmed delivery or at such time as delivery is refused by addressee upon presentation.

4.7           Waiver. A failure or delay of either Party to this Agreement to enforce at any time any of the provisions of this Agreement or to exercise any option which is herein provided or to require at any time performance or any of the provisions hereof, shall in no way be construed to be a waiver of such provisions of this Agreement.

4.8           Governing Law and Alternative Dispute Resolution (ADR)

4.8.1           The validity, performance, and all matters relating to the effect of this Agreement and any amendment hereto shall be governed by the laws of the State of Maryland, without regard to its choice of laws provisions.

4.8.2            The parties agree to attempt to settle any claim or controversy arising out of this Agreement through consultation and negotiation in good faith and spirit of mutual cooperation. Any dispute between the Parties relating to this Agreement will first be submitted in writing to a senior executive of both parties, who will promptly meet and confer in an effort to resolve such dispute. Each Party’s executive will be identified by notice to the other Party, and may be changed at any time thereafter by notice to the other. Any agreed decision of the executives is final and binding on the Parties. In the event the executives are unable to resolve any dispute within thirty days after submission to them, either Party may then refer such dispute to mediation in accordance with this Subsection 4.8.2.

4.8.3           If those attempts fail, then the dispute will be mediated by a mutually acceptable mediator to be chosen by both parties within forty-five (45) days after written notice by either Party demanding mediation. Such mediation shall be conducted in Annapolis, Maryland. Neither Party may unreasonably withhold consent to the selection of a mediator, and both parties will share the costs of the mediator equally. Each Party shall pay its own attorneys’ fees. By mutual agreement, however, either party may postpone mediation until each has completed some specified but limited discovery regarding the dispute. The Parties may also agree to replace mediation with some other form of ADR, such as neutral fact-finding or a mini-trial.

4.8.4           Any dispute which cannot be resolved between the Parties through negotiation, mediation or other form of ADR within six months of the date of the initial demand for ADR by one of the Parties may then be submitted to a court of competent jurisdiction. The use of any ADR procedures will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party. Nothing in this section will prevent either Party from resorting to judicial proceedings if (a) good faith efforts to resolve the dispute under these procedures have been unsuccessful, or (b) interim relief from a court is necessary to prevent serious and irreparable injury to that Party or to others.

4.8.5           Performance by the Parties under this Agreement shall not be suspended during the pendency of any dispute unless the Parties otherwise agree.

TCS Teaming Agreement Confidential and Proprietary Level 2

4.9           Severability. In the event that any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the invalid, illegal or unenforceable provisions shall be replaced by a mutually acceptable provision which, being valid, legal and enforceable, comes closest to the intention of the Parties underlying the invalid, illegal or unenforceable provision.

4.10         Headings. The headings and table of contents, if any, in this Agreement are for purposes of reference only and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof.

4.11         Force Majeure. Neither Party shall be liable to the other Party or shall be subject to termination of this Agreement by the other Party for any delay, nonperformance, loss or damage (other than for failure to pay any amount when due) because of reasons beyond its reasonable control including, but not limited to, acts of God, acts of government, war, riots, civil unrest, terrorism, power failures, communication systems failures, accidents in transportation or other causes beyond the reasonable control of the respective Party (“Force Majeure”).

4.12         Assignment. This Agreement and the rights and obligations hereunder may not be assigned, delegated, sublicensed or transferred by either party without the express written consent of the other party which shall not be unreasonably withheld.

4.13         Amendments. No modification, amendment, supplement to or waiver of this Agreement or any of its provisions shall be binding upon the Parties hereto unless made in writing and duly signed by the Parties.

4.14         Public Announcements. Except as otherwise provided herein, neither Party shall issue a press release or make any similar public announcement without the other Party’s prior written consent to the specific language and intended distribution of such press release or announcement. Notwithstanding the foregoing, within thirty (30) days following the award of the Prime Contract, the Parties agree to issue a joint press release so that both Parties can make reference to this in marketing and promotional material.

4.15         No Subcontracting. Subcontractor shall not subcontract any portion of the work covered by this Agreement or the Subcontract without the prior written notice to the Prime Contractor.

4.16         Survival of Provisions. The Parties agree that where the context of any provision indicates an intent that it shall survive the termination of this Agreement, then it shall so survive.

4.17         Execution. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all counterparts shall constitute but one and the same instrument, sufficient evidence of which for all purposes shall be any set containing counterparts executed by both Parties. The Parties agree that executed counterparts (a) may be delivered electronically; and (b) shall evidence a binding agreement.

TCS Teaming Agreement Confidential and Proprietary Level 2 

4.18         Entire Agreement. This Agreement, including the recitals and attachments thereto, contains the entire agreement of the parties as to their relationship in connection with the Project, and supersedes any previous agreements, oral or written, except for the NDA.

IN WITNESS WHEREOF the parties have caused this Agreement to be signed by their respective duly authorized officers, as of the date set forth above.

[Signature Page for Teaming Agreement]

TCS Teaming Agreement Confidential and Proprietary Level 2 

TCS TEAMING AGREEMENT

ATTACHMENT A

STATEMENT OF WORK

The exclusivity obligation is only valid if the scope of any Project under the Program includes at least one of the following requirements:

TCS Teaming Agreement Confidential and Proprietary Level 2 

Grafico Azioni Telecommunication Systems (NASDAQ:TSYS)
Storico
Da Mag 2024 a Giu 2024

Grafico Azioni Telecommunication Systems (NASDAQ:TSYS)
Storico
Da Giu 2023 a Giu 2024