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Delaware		3663		20-5961564
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Duncan C. McCurrach Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 (212) 558-4000		Scott T. Mikuen Vice President-Associate General Counsel and Corporate Secretary Harris Corporation 1025 West NASA Blvd. Melbourne, Florida 32919 (321) 727-9100		Juan Otero General Counsel and Assistant Secretary Stratex Networks, Inc. 120 Rose Orchard Way San Jose, California 95134 (408) 943-0777		Bartley C. Deamer Bingham McCutchen LLP 1900 University Avenue East Palo Alto, California 94303 (650) 849-4400

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	Very truly yours,
	Charles D. Kissner
	Chairman
	Stratex Networks, Inc.

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By mail:		Stratex Networks, Inc. 120 Rose Orchard Way San Jose, California 95134 Attention: Office of the   Secretary
By telephone:		(408) 943-0777

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	1. To consider and vote upon a proposal to adopt the Formation, Contribution and Merger Agreement, dated as of September 5, 2006, between Stratex Networks, Inc., a Delaware corporation, or Stratex, and Harris Corporation, a Delaware corporation, as amended and restated as of December 18, 2006, which is sometimes referred to as the combination agreement, and to approve the merger of Stratex Merger Corp., a Delaware corporation, with and into Stratex, with Stratex continuing as the surviving corporation, which is sometimes referred as the merger, and the other transactions provided for in the combination agreement;
	2. To vote upon a proposal to adjourn the special meeting of the Stratex stockholders, including for the purpose of soliciting additional proxies, in the discretion of the proxies or either of them; and
	3. To transact such other business as may properly come before the special meeting or any adjournment or postponement thereof.

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	By Order of the Board of Directors,
	Charles D. Kissner
	Chairman
	Stratex Networks, Inc.

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Item			Page
Questions and Answers About the Proposed Transactions				vi
Summary				1
	The Special Meeting			1
	The Companies			2
	The Contribution Transaction and the Merger			4
	Structure of the Transactions			4
	Recommendation of the Stratex Board of Directors			6
	Reasons for the Recommendation of the Board of Directors of Stratex			6
	Opinion of Stratex’s Financial Advisor			7
	Interests of Stratex’s Directors and Executive Officers in the Transactions			7
	Board of Directors and Management of Harris Stratex Following the Transactions			8
	Regulatory Approvals			8
	Certain Material U.S. Federal Income Tax Consequences			9
	Risk Factors			9
	No Appraisal Rights			9
	The Agreements			9
	Accounting Treatment			15
	NASDAQ Listing Requirements			15
	Harris Stratex Certificate of Incorporation and Bylaws			16
Selected Historical and Pro Forma Financial Data				17
	Selected Historical Financial Data of Stratex			17
	Selected Historical Financial Data of the Microwave Communications Division			19
	Selected Unaudited Pro Forma Condensed Consolidated Financial Data of Harris Stratex			20
Comparative Per Share Data				23
Per Share Market Price Information				24
	Market Price			24
	Recent Closing Prices			24
	Dividend Policy			25
Risk Factors				26
	Risks Related to the Combination of Stratex with the Microwave Communications Division			26
	Risks Related to the Relationship between Harris and Harris Stratex			28
	Risks Relating to the Combined Company			32
Information Relating to Forward-Looking Statements				41
The Companies				43
	Harris Stratex Networks, Inc.			43
	Stratex Networks, Inc.			43
	Stratex Merger Corp.			44
	Microwave Communications Division of Harris Corporation			44
The Special Meeting				45
	Date, Time & Place of the Stratex Special Meeting			45
	Purpose of the Stratex Special Meeting			45
	Record Date for the Stratex Special Meeting; Quorum			45

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Item			Page
	Vote Required			45
	Adjournment or Postponement			46
	Proxies			46
	Voting Your Proxy			47
	Solicitation of Proxies			47
	Broker Non-Votes			47
	Proxy Materials			48
The Contribution Transaction and the Merger				49
	Description of the Combination			49
	Harris Governance Rights and Contractual Relationships			50
	Background of the Transactions			53
	Reasons for the Recommendation of the Board of Directors of Stratex			59
	Recommendation of the Stratex Board of Directors			62
	Opinion of Stratex’s Financial Advisor			63
	Interests of Stratex Directors and Officers in the Transactions			70
	Security Ownership of Certain Beneficial Owners and Management			78
	Principal Stockholders Following the Transactions			80
	Voting Agreements			82
	Restrictions on Sales of Harris Stratex Class A Common Stock by Affiliates of Stratex			82
	Regulatory Approvals			83
	Accounting Treatment			83
	Certain Material U.S. Federal Income Tax Consequences			83
	Harris Stratex Certificate of Incorporation and Bylaws			86
	No Appraisal Rights			86
	Listing of Harris Stratex Class A Common Stock on NASDAQ			86
	Delisting and Deregistration of Shares of Stratex Common Stock			86
The Combination Agreement				87
	Organization of Harris Stratex and Merger Sub			87
	Closing of the Contribution Transaction and Effective Time of Merger			88
	Structure of the Transactions			88
	Certificate of Incorporation and Bylaws of Stratex			89
	Transaction Consideration			89
	Contribution Consideration			90
	Exchange of Stock Certificates Following the Merger			90
	Dividends and Distributions with Respect to Unexchanged Shares of Stratex Common Stock			91
	Voting			91
	Fractional Shares			91
	Quotation of Shares of Harris Stratex Class A Common Stock			91
	Representations and Warranties			91
	Covenants			94
	Conditions to the Completion of the Merger and the Contribution Transaction			101
	Survival of Representations and Warranties; Indemnification			102
	D&O Indemnification and Insurance			103
	Termination of the Combination Agreement			103

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Item			Page
	Termination Fee			104
	Obligations in Event of Termination			105
	Expenses			106
	Amendment and Waiver			106
	Governing Law			106
The Investor Agreement				107
	Scope of Agreement			107
	Governing Instruments and Class B Common Stock			107
	Board of Directors of Harris Stratex			108
	Related Party Transactions			110
	Freedom of Action and Corporate Opportunities			110
	Standstill Provision			111
	Preemptive Rights			111
	Other Provisions			112
The Non-Competition Agreement				113
Other Agreements				114
	Intellectual Property Agreement			114
	Trademark and Trade Name Agreement			116
	Transition Services Agreement			118
	Warrant Assumption Agreement			120
	Lease Agreement (Real Property)			120
	NetBoss® Service Agreement			120
	Registration Rights Agreement			121
	Lease Agreement (Equipment and Machinery)			121
	Tax Sharing Agreement			122
Board of Directors and Management of Harris Stratex Following the Transactions				123
	Board of Directors of Harris Stratex			123
	Officers of Harris Stratex			126
	Compensation of Directors and Executive Officers			127
	Stock Incentive Plan			127
	Certain Related Party Transactions			131
Harris Stratex Industry Background				133
Description of the Business of Stratex Networks, Inc.				135
	Business			135
	Properties			135
	Legal Proceedings			135
	Certain Projections Relating to Stratex			135
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Stratex				139
	Business Overview			139
	Critical Accounting Policies and Estimates			139
	Results of Operations			142
	Liquidity and Capital Resources			152
	Quantitative and Qualitative Disclosures about Market Risk			154

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Item			Page
Description of the Business of the Microwave Communications Division of Harris Corporation				157
	Introduction			157
	Properties			162
	Legal Proceedings			162
	Certain Projections Relating to the Microwave Communications Division			163
Management’s Discussion and Analysis of Financial Condition and Results of Operations of MCD				166
	Overview			166
	Business Considerations			166
	Discussion of Business Segments			174
	Liquidity, Capital Resources and Financial Strategies			177
	Critical Accounting Policies and Estimates			180
Harris Stratex Networks, Inc. Unaudited Pro Forma Condensed Consolidated Financial Data				183
Description of Harris Stratex Capital Stock				191
	Common Stock			191
	Special Rights of Holders of Shares of Class B Common Stock			192
	Preferred Stock			195
Comparison of Stockholder Rights				196
Legal Matters				207
Experts				207
Where You Can Find More Information				207
Requirements for Stockholder Proposals Including Nominations of Candidates for the Board of Directors to be Brought Before an Annual Meeting				208
Index to Combined Financial Statements				F-1
Appendices
	Appendix A — Amended and Restated Formation, Contribution and Merger Agreement			A-1
	Appendix B  — Form of Voting Agreement			B-1
	Appendix C — Amended and Restated Certificate of Incorporation of Harris Stratex Networks, Inc.			C-1
	Appendix D — Amended and Restated Bylaws of Harris Stratex Networks, Inc.			D-1
	Appendix E — Form of Investor Agreement			E-1
	Appendix F  — Form of Non-Competition Agreement			F-1
	Appendix G — Opinion of Bear, Stearns & Co., Inc.			G-1
Documents Furnished with this Proxy Statement/ Prospectus
	Annual Report on Form 10-K of Stratex Networks, Inc. for the Fiscal Year Ended March 31, 2006, as amended on June 20, 2006 (in each case including Exhibit 13.1)
	Quarterly Report on Form 10-Q of Stratex Networks, Inc. for the Fiscal Quarter Ended September 30, 2006
	Quarterly Report on Form 10-Q of Stratex Networks, Inc. for the Fiscal Quarter Ended June 30, 2006

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Item
Current Reports on Form 8-K of Stratex Networks, Inc. filed with the Securities and Exchange Commission on the following dates:
	May 18, 2006 (but only Item 5.02 and Exhibit 99.2)
	May 19, 2006
	August 18, 2006
	September 6, 2006
	September 7, 2006
	September 11, 2006
Proxy Statement on Schedule 14A for the 2006 Annual Meeting of Stockholders of Stratex Networks, Inc. filed with the Securities and Exchange Commission on July 10, 2006
Description of Stratex common stock set forth in the Registration Statement on Form 8-A of Stratex Networks, Inc. filed with the Securities and Exchange Commission on November 1, 1991, as amended on December 27, 1996
Second Restated Certificate of Incorporation of Stratex Networks, Inc., filed with the Secretary of State of Delaware on May 7, 2004
Amended and Restated Bylaws of Stratex Networks, Inc. (Amended and Restated as of May 18, 2006)

Form of Registration Rights Agreement between Harris Stratex Networks, Inc. and Harris Corporation
Form of Intellectual Property Agreement between Harris Stratex Networks, Inc. and Harris Corporation
Form of Trademark and Trade Name License Agreement between Harris Stratex Networks, Inc. and Harris Corporation
Form of Lease Agreement between Harris Stratex Networks, Inc. and Harris Corporation (Real Property)
Form of Transition Services Agreement between Harris Stratex Networks, Inc. and Harris Corporation
Form of Warrant Assumption Agreement between Harris Stratex Networks, Inc. and Stratex Networks, Inc.
Form of NetBoss Service Agreement between Harris Stratex Networks, Inc. and Harris Corporation
Form of Lease Agreement between Harris Stratex Networks, Inc. and Harris Corporation (Equipment and Machinery)
Form of Tax Sharing Agreement between Harris Stratex Networks, Inc. and Harris Corporation
Harris Stratex Networks, Inc. 2007 Stock Equity Plan
Ex-5.1 Opinion of Sullivan & Cromwell LLP
Ex-8.1 Opinion of Bingham McCutchen LLP
Ex-8.2 Opinion of Sullivan & Cromwell LLP
Ex-10.25 Form of Tax Sharing Agreement
Ex-10.26 Harris Stratex Networks, Inc. 2007 Stock Equity Plan
Ex-10.29 Third Amendment to Employment Agreement
Ex-23.1 Consent of Ernst & Young LLP
Ex-23.2 Consent of Deloitte & Touche LLP
Ex-99.2 Consent of Bear, Stearns & Co., Inc.
Ex-99.12 Form of Proxy Card

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Q1:	What are the proposals on which I am being asked to vote?
A1:	You are being asked to vote to adopt the Formation, Contribution and Merger Agreement, that Stratex entered into on September 5, 2006 with Harris, as amended and restated as of December 18, 2006, which we sometimes refer to in this proxy statement/ prospectus as the combination agreement, and to approve the transactions provided for in the combination agreement. You are also being asked to vote to adopt a proposal that would permit the proxies appointed by you, individually or together, to adjourn the special meeting of the Stratex stockholders, including for the purpose of soliciting additional proxies.
Q2:	What are the transactions contemplated by the combination agreement?
A2:	Pursuant to the combination agreement, Harris has organized Harris Stratex solely for the purpose of combining the businesses currently conducted by Stratex and the Harris Microwave Communications Division. More specifically, Stratex will be merged with a subsidiary of Harris Stratex and become a wholly owned subsidiary of Harris Stratex. This transaction is sometimes referred to in this proxy statement/ prospectus as the merger. Concurrently with the merger, Harris will contribute the Harris Microwave Communications Division, including $32.1 million in cash, to Harris Stratex. This transaction is sometimes referred to in this proxy statement/ prospectus as the contribution transaction.
Q3:	What will the Stratex stockholders receive as consideration in the merger?
A3:	If the proposed transactions go forward, each share of Stratex common stock outstanding immediately prior to the merger will be automatically converted into one-fourth of a share of Harris Stratex Class A common stock. The one-fourth conversion ratio is fixed, and, as a result, the number of shares of Harris Stratex common stock received by the Stratex stockholders in the merger will not fluctuate up or down based on the market price of a share of Stratex common stock prior to the merger. In addition, because each Stratex stockholder will receive one-fourth of a share of Harris Stratex Class A common stock, the merger will have the same effect as if Stratex had completed a one-for-four reverse split immediately prior to the merger. It is expected that the shares of Harris Stratex Class A common stock that you will receive in the merger will be publicly traded on the NASDAQ Global Market, which is sometimes referred to in the proxy statement/ prospectus as NASDAQ. Following the merger, Stratex common stock will be delisted from NASDAQ.
Q4:	What percentage of the common stock of Harris Stratex will the Stratex stockholders own following the proposed transactions?
A4:	The shares of Harris Stratex Class A common stock received by the former Stratex stockholders in the merger will represent approximately 44% of the shares of Harris Stratex common stock, determined using the treasury stock method assuming, solely for this purpose, a market price per share of Harris Stratex Class A common stock of $20.80, which is equivalent to $5.20 per share of Stratex common stock prior to the one-for-four exchange effected by the merger.
Q5:	What is the treasury stock method?
A5:	The treasury stock method is a way of determining the dilutive effect of outstanding warrants or options to purchase shares of a company by assuming that the proceeds that a company receives from an in-the-money option or warrant exercise are used to repurchase common shares in the market. In other words, the number of shares of a company deemed to be outstanding is increased

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	by the number of in-the-money options or warrants, then reduced by the number of shares that the company could purchase from the market with the proceeds, if such options or warrants were to be exercised at that time.
Q6:	What percentage of Harris Stratex will the former Stratex stockholders own following the proposed transactions based strictly on the number of shares of Stratex common stock outstanding as of the date of this proxy statement/ prospectus?
A6:	Based strictly on the number of shares of Harris Stratex common stock outstanding, the former Stratex stockholders will own approximately 43% of the outstanding Harris Stratex common stock immediately following the proposed transactions.

A7:

At the time the merger takes effect, each outstanding Stratex stock option, warrant or other equity award will be automatically converted on the same terms and conditions (including as to exercisability and vesting, taking into account, in limited circumstances, any acceleration resulting from the merger) into a stock option or warrant to acquire or other equity interest with respect to, the number of shares of Harris Stratex Class A common stock equal to one-fourth of the number of shares of Stratex common stock subject to the stock option, warrant or other equity award immediately prior to the merger at an exercise price (if applicable) equal to four times the exercise price per such stock option, warrant or other equity award immediately prior to the merger. Stock options and other equity awards will be subject to rounding to comply with certain legal requirements.

A8:	Simultaneously with the merger of Stratex with Merger Sub, Harris will contribute the assets comprising its Microwave Communications Division, including $32.1 million in cash, to Harris Stratex (other than certain identified assets which will be leased from Harris by Harris Stratex for lease payments aggregating $7.1 million). In addition, Harris will allocate, as appropriate and reasonably practicable, its liabilities between its Microwave Communications Division and any other businesses or divisions of Harris and, following such allocation, Harris Stratex will assume those liabilities of Harris that primarily result from or primarily arise out of the Microwave Communications Division.
Q9:	What will Harris receive as consideration in the contribution transaction?
A9:	In consideration of the contribution of the Microwave Communications Division, including $32.1 million in cash, by Harris, Harris will receive shares of Harris Stratex Class B common stock equal to approximately 56% of the shares of Harris Stratex common stock, determined using the treasury stock method, assuming, solely for this purpose, a market price per share of Harris Stratex Class A common stock of $20.80, which is equivalent to $5.20 per share of Stratex common stock prior to the one-for-four exchange effected by the merger. Based strictly on the number of shares of Harris Stratex common stock outstanding, Harris will own approximately 57% of the outstanding Harris Stratex common stock immediately following the proposed transactions.
Q10:	What percentage of the voting stock of Harris Stratex will Harris own following the proposed transactions?
A10:	Immediately following the proposed transactions, Harris will hold that number of shares of Harris Stratex Class B common stock equal to 57% of the voting stock of Harris Stratex then outstanding.

A11:

The Harris Stratex Class B common stock will be substantially similar to the Harris Stratex Class A common stock, except that the holders of shares of Class B common stock will have the right, among others, to elect separately as a class a number of Harris Stratex directors equal to Harris’ proportionate ownership of the total voting power of the outstanding Harris Stratex common stock so long as Harris’ total voting power is equal to or greater than 10%. In particular, Harris and

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	Stratex have agreed that, at all times that Harris owns a majority of the total voting power of the outstanding Harris Stratex common stock, there will be nine members of the Harris Stratex board of directors of which Harris will elect five separately as a class.

It is expected that, following the merger and the contribution transaction, shares of Stratex common stock will be delisted from NASDAQ, and shares of Harris Stratex Class A common stock will be listed for trading on NASDAQ under the symbol “HSTX”. Shares of Harris Stratex Class B common stock are not expected to be listed for trading on any exchange or quotation system at any time in the foreseeable future. However, each share of Harris Stratex Class B common stock is convertible at any time at the option of the holder into one share of Harris Stratex Class A common stock. Following the proposed transactions, Harris will be subject to certain restrictions on the resale of shares of Harris Stratex common stock held by it during certain periods. For more information relating to these restrictions, see “The Contribution Transaction and the Merger — Harris Governance Rights and Contractual Relationships” beginning on page 50 of this proxy statement/ prospectus and “The Investor Agreement” beginning on page 107 of this proxy statement/ prospectus.

A12:

After the proposed transactions, Harris Stratex will be a majority-owned subsidiary of Harris and its financial statements will be included in Harris’ consolidated financial statements. However, we expect that the Harris Stratex Class A common stock will be listed and traded on NASDAQ and Harris Stratex will report separate financial results and file required public company reports with the Securities and Exchange Commission. In addition, at the closing of the proposed transactions, Harris Stratex and Harris will enter into agreements regarding Harris’ and Harris Stratex’s ongoing relationship, including but not limited to, the exercise of Harris’ rights with respect to its Class B common stock and its ability to compete with Harris Stratex with respect to the existing products of Stratex and the Microwave Communications Division and other products similar in form, fit, function and use. For more information relating to the agreements to be entered into by Harris and/or Harris Stratex at the closing of the proposed transactions, see “The Investor Agreement”, “The Non-Competition Agreement” and “Other Agreements” beginning on page 107, page 113 and page 114 of this proxy statement/ prospectus, respectively.

A13:	Stratex stockholders of record as of the close of business on Friday, December 8, 2006, are entitled to receive notice of and to vote at the Stratex special meeting.

A14:	If you are a Stratex stockholder of record, you may vote your shares at the Stratex special meeting in one of the following ways:

	•	by mailing your completed and signed proxy card in the enclosed return envelope;
	•	by voting by telephone or over the Internet as instructed on the enclosed proxy card; or
	•	by attending the Stratex special meeting and voting in person.

Q15:	What vote is required for approval of the proposed transactions?
A15:	The adoption of the combination agreement and approval of the merger requires the affirmative vote of a majority of the outstanding shares of Stratex common stock. Consequently, a failure to vote, an abstention from voting or a broker non-vote will have the same effect as a vote against the proposal to adopt the combination agreement and approve the merger and the other transactions described in the combination agreement.

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A16:	It is currently anticipated that the transactions will be completed before March 31, 2007; however, we cannot assure you when or if the transactions will occur.
Q17:	If my shares are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee, vote my shares for me?
A17:	Only if you provide your bank, broker or other nominee with instructions on how to vote your shares. Therefore, you should instruct your bank, broker or other nominee to vote your shares, following the directions your bank, broker or other nominee provides. If you do not instruct your bank, broker or other nominee, your bank, broker or other nominee will generally not have the discretion to vote your shares without your instructions. Broker non-votes are considered present at the special meeting but not entitled to vote on the proposals and will have the same effect as a vote “AGAINST” the proposals because the proposal to adopt the combination agreement and approve the merger and the other transactions provided for in the combination agreement must be adopted by the holders of a majority of the outstanding shares of Stratex common stock and the proposal to adjourn the special meeting of the Stratex stockholders, including for the purpose of soliciting additional proxies, must be adopted by a majority of the stockholders present in person or by proxy at the special meeting of Stratex stockholders.

A18:	No. Stratex stockholders should keep their existing stock certificates at this time. After the combination is completed, you will receive written instructions for exchanging your Stratex stock certificates for Harris Stratex stock certificates.

A19:

After carefully reading and considering the information contained in this proxy statement/ prospectus, including its Appendices, please fill out and sign the proxy card, and then mail your completed and signed proxy card in the enclosed prepaid envelope as soon as possible so that your shares of Stratex common stock may be voted at the special meeting, or you may follow the instructions on the proxy card and vote your shares of Stratex common stock by telephone or over the Internet. Your proxy card or your telephone or Internet directions will instruct the persons identified as your proxy to vote your shares at the Stratex stockholders meeting as directed by you.

	If you sign and send in your proxy card and do not indicate how you want to vote, your proxy will be voted “FOR” the proposals.
	If you hold your shares of Stratex common stock through a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee when instructing them on how to vote your shares of Stratex common stock. If you do not instruct your bank, broker or other nominee how to vote your shares of Stratex common stock, your bank, broker or other nominee will not vote your Stratex shares, such failure to vote being referred to as a “broker non-vote”, which will have the same effect as voting your shares “AGAINST” the proposal to adopt the combination agreement and approve the merger and the other transactions provided for in the combination agreement.

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Q20:	May I change my vote after I have mailed my signed proxy card or voted by telephone or over the Internet?
A20:	You may change your vote at any time before your proxy is voted at the special meeting. You can do this in one of four ways:

	•	First, timely deliver a valid later-dated proxy by mail.

	If you elect to deliver a later-dated proxy, please submit your new proxy to Stratex’s transfer agent at the following address:
	Mellon Investor Services 525 Market Street, Suite 3500 San Francisco, California 94105

	•	Second, provide written notice to Stratex’s inspector of elections before the meeting that you have revoked your proxy.

	If you elect to revoke your proxy, please send your written notice to the inspector of elections at the following address:
	Mellon Investor Services
	Proxy Processing
	P.O. Box 1680
	Manchester, Connecticut 06045-1680

	•	Third, you can submit revised voting instructions by telephone or over the Internet by following the instructions set forth on the proxy card.
	•	Fourth, you can attend the special meeting and vote in person. Simply attending the meeting, however, will not revoke your proxy or change your voting instructions; you must vote at the meeting.

	If you have instructed a bank, broker or other nominee to vote your shares, you must follow directions received from your bank, broker or other nominee to change your vote or revoke your proxy.

Q21:	Will appraisal rights be available for dissenting stockholders?
A21:	No. Stratex stockholders do not have appraisal or dissenters’ rights with respect to the merger or the other transactions described in this proxy statement/ prospectus.

A22:	If you have any questions about the proposed transactions or how to submit your proxy, or if you need additional copies of this proxy statement/ prospectus or the enclosed proxy card, you should contact:

	Morrow and Co.
	470 West Avenue
	Stamford, Connecticut 06902
	1-800-607-0088

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			Six Months Ended
			September 30,								Year Ended March 31,
			2006				2005				2006				2005(3)				2004				2003(2)				2002(1)
			(in thousands, except per share amounts)
Consolidated Statements of Operations Data:
	Net sales		$	133,516			$	111,426			$	230,892			$	180,302			$	157,348			$	197,704			$	228,844
	Net income (loss)			3,375				(6,427	)			(2,297	)			(45,946	)			(37,068	)			(51,555	)			(168,873	)
	Basic and diluted net income (loss) per share			0.03				(0.07	)			(0.02	)			(0.51	)			(0.44	)			(0.62	)			(2.13	)
	Basic weighted average shares outstanding			97,405				95,059				95,600				89,634				83,364				82,548				79,166
	Diluted weighted average shares outstanding			100,537				95,059				95,600				89,634				83,364				82,548				79,166

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			At September 30,								At March 31,
			2006				2005				2006				2005(3)				2004				2003(2)				2002(1)
			(in thousands, except employee head count)
Balance Sheet and other Data:
	Total assets		$	184,154			$	153,965			$	180,830			$	160,631			$	163,244			$	184,785			$	214,117
	Long-term liabilities			29,892				27,333				37,376				32,185				20,311				19,145				6,675
	Stockholders’ equity			72,990				55,092				62,343				60,023				81,182				112,800				167,457
	Total employees			471				446				453				456				617				587				760

(1)	Fiscal 2002 results for Stratex include inventory valuation charges of $102.7 million and restructuring and receivable valuation charges of $24.6 million related to the shutdown of its Seattle operations and outsourcing of manufacturing operations to an Asian supplier.
(2)	Fiscal 2003 results for Stratex include restructuring charges of $28.2 million related to outsourcing of manufacturing operations to an Asian supplier, as well as a recovery of $2.1 million of the inventory valuation recorded the prior year through sales of component inventory to suppliers.
(3)	Fiscal 2005 results for Stratex include inventory valuation charges of $2.6 million and $7.4 million of restructuring charges related to the shut down of operations in Cape Town, South Africa, outsourcing of manufacturing operations at the New Zealand and Cape Town, South Africa locations to an Asian supplier and exiting the sales and service offices in Argentina, Colombia and Brazil to independent distributors.

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			Three Months Ended								Fiscal Years Ended
			September 29,				September 30,																June 27,				June 28,
			2006				2005				June 30,				July 1,				July 2,				2003(3)				2002(4)
			(unaudited)				(unaudited)				2006(1)				2005				2004(2)				(unaudited)				(unaudited)
			(in thousands)
Results of Operations:
	Revenue from product sales and services		$	93,555			$	75,324			$	357,500			$	310,427			$	329,816			$	297,470			$	302,915
	Cost of product sales and services			(62,011	)			(52,596	)			(271,340	)			(219,946	)			(245,933	)			(221,701	)			(217,237	)
	Net income (loss)			5,131				1,397				(35,848	)			(3,778	)			(20,233	)			(35,248	)			(29,752	)

			As of								As of
			September 29,				September 30,												July 2,				June 27,				June 28,
			2006				2005				June 30,				July 1,				2004(2)				2003(3)				2002(4)
			(unaudited)				(unaudited)				2006(1)				2005				(unaudited)				(unaudited)				(unaudited)
			(in thousands)
Balance Sheet Data:
	Total assets		$	353,913			$	367,318			$	352,649			$	362,969			$	344,183			$	398,271			$	422,985
	Long-term liabilities			3,074				6,749				12,642				14,180				14,978				11,900				12,466
	Total net assets			260,134				290,378				252,020				280,313				246,517				272,350				296,770

(1)	Fiscal 2006 results for MCD include a $39.6 million after-tax charge related to inventory write-downs and other charges associated with product discontinuances, as well as the planned shutdown of manufacturing activities at the MCD plant in Montreal, Canada.
(2)	Fiscal 2004 results for MCD include a $7.3 million charge related to cost-reduction measures and fixed asset write downs.
(3)	Fiscal 2003 results for MCD include an $8.6 million write-down of inventory related to the exit from unprofitable products and the shut-down of the MCD manufacturing plant in Brazil, as well as an $8.3 million charge related to cost-reduction measures.
(4)	Fiscal 2002 results for MCD include a $15.8 million charge related to cost-reduction actions taken in the MCD international operations and collection losses related to the bankruptcy of a customer.

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				Three Months
				Ended				Year Ended
				September 30, 2006				June 30, 2006
				(unaudited)				(unaudited)
				(in thousands)				(in thousands)
Microwave Communications Division of Harris Corporation
	Results of Operations
		Revenue from product sales and services		$	93,555			$	357,500
		Cost of product sales and services(1)			(62,011	)			(271,340	)
		Net income (loss)			5,131				(35,848	)

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				Three Months
				Ended				Year Ended
				September 30, 2006				June 30, 2006
				(unaudited)				(unaudited)
				(in thousands)				(in thousands)
	Financial Position at End of Period
		Total assets		$	353,913			$	—
		Long-term liabilities			3,074				—
		Total net assets			260,134				—
Stratex Networks, Inc.
	Results of Operations
		Revenue from product sales and services		$	67,279			$	242,257
		Cost of product sales and services			(46,512	)			(171,397	)
		Net income			1,552				3,691
	Financial Position at End of Period
		Total assets		$	184,154			$	—
		Long-term liabilities			29,892				—
		Total net assets			72,990				—
Pro Forma Adjustments
	Results of Operations
		Revenue from product sales and services		$	—			$	—
		Cost of product sales and services(2)			(2,175	)			(8,700	)
		Net loss(3)			(2,769	)			(15,815	)
	Financial Position at End of Period
		Total assets(4)		$	385,111			$	—
		Long-term liabilities(5)			41,666				—
		Total net assets(6)			340,230				—
Pro Forma Combined Financial Data of Harris Stratex Networks, Inc.
	Results of Operations
		Revenue from product sales and services		$	160,834			$	599,757
		Cost of product sales and services			(110,698	)			(451,437	)
		Net income (loss)			3,914				(47,972	)
	Financial Position at End of Period
		Total assets		$	923,178			$	—
		Long-term liabilities			74,632				—
		Total net assets			673,354				—

(1)	Fiscal 2006 results for MCD include a $39.6 million after-tax charge related to inventory write-downs and other charges associated with product discontinuances, as well as the planned shutdown of manufacturing activities at the MCD plant in Montreal, Canada.
(2)	Fiscal 2006 adjustment made to reflect $8.7 million amortization of developed technology identifiable assets. Three months ended September 30, 2006 adjustment made to reflect $2.2 million amortization of developed technology identifiable assets.
(3)	Fiscal 2006 adjustments made to reflect $12.0 million amortization of identifiable intangible assets and $3.8 million of stock-based compensation expense, which represents the expense that would have been recognized by Stratex had it implemented the provisions of Statement of Financial Accounting Standard No. 123R “Share-Based Payment”, or FAS 123R, as of July 1, 2005, which is when MCD was required to implement FAS 123R. Three months ended September 30, 2006 adjustment made to reflect $2.8 million amortization of identifiable intangible assets.
(4)	Three months ended September 30, 2006 adjustment made to reflect (a) $17.7 million made to increase balance of cash in MCD to $32.1 million as of the closing date of the transaction; (b) $11.1 million to step up Stratex’s finished goods inventory to fair market value at the closing date

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	of the proposed transactions; (c) $235.7 million and $130.2 million allocation of the purchase price to goodwill and identifiable intangible assets, respectively, which was determined as follows:

Market price of Stratex stock(A)		$	400,148
Estimated acquisition costs			9,000
Total purchase price to be allocated		$	409,148

							Estimated
Allocation of purchase price based on fair market value							Useful Life
Identifiable intangible assets:
	Developed technology non-legacy products		$	77,500				10 years
	Developed technology legacy products			1,900				2 years
	Customer relationships			5,400				8 years
	Backlog			900				1 year
	Tradename — Eclipse			16,000				10 years
	Tradename — Legacy Products			200				2 years
	Tradename — Stratex			28,300				Indefinite
Total identifiable intangible assets				130,200
Net tangible assets(B)				43,272
Goodwill				235,676
Total purchase price allocation			$	409,148

	and (d) $(9.6) million to eliminate deferred tax assets on MCD’s historical Combined Balance Sheet as of September 30, 2006.

(5)	Three months ended September 30, 2006 adjustments made to reflect (a) $39.1 million for the establishment of a deferred tax liability related to the future amortization of identifiable intangible assets in accordance with FAS 109; (b) $(3.1) million for the elimination of MCD’s payable to Harris against stockholders’ and division equity; and (c) $5.7 million capital lease obligation related to the equipment lease between Harris Stratex Networks Canada ULC and Harris Canada, Inc. as described under “Other Agreements — Lease Agreement (Equipment and Machinery)” beginning on page 121 of this proxy statement/prospectus.
(6)	Three months ended September 30, 2006 adjustments made to reflect footnotes (2), (3) and (4) above, as well as adjustments to current liabilities of $(2.0) million to reduce deferred revenue of Stratex, as previously described, and increase current liabilities by $3.8 million for payment of the single trigger employment agreements.

	A.	Total market price of Stratex common stock equal to the price of a share of Stratex common stock as of September 19, 2006 ($4.00) X diluted shares of Stratex common stock outstanding per the Stratex September 30, 2006 Balance Sheet (100.0 million shares).

	B.	Stratex net tangible assets as of September 30, 2006 are calculated as follows:

		Historical net assets reported		$	72,990
		Inventory step-up			11,137
		Deferred revenue reduction			2,039
		Single trigger employment agreement payouts			(3,834	)
		Less deferred tax liability related to identifiable intangible assets			(39,060	)
		Adjusted net assets		$	43,272

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			As of and for the
											As of and for the
			Six Months				Three Months				Twelve Months Ended
			Ended				Ended
			September 30,				September 30,				June 30,				March 31,
			2006				2006				2006				2006
Stratex — Historical(1):
	Book value per share of common stock		$	0.74			$	0.74			$	0.70			$	0.64
	Cash dividends per share of common stock		$	0.00			$	0.00			$	0.00			$	0.00
	Basic income (loss) per share of common stock		$	0.03			$	0.02			$	0.04			$	(0.02	)
	Diluted income (loss) per share of common stock		$	0.03			$	0.02			$	0.04			$	(0.02	)
Harris Stratex — Pro Forma:
	Book value per share of common stock			—			$	11.80			$	12.00				—
	Cash dividends per share of common stock			—			$	0.00			$	0.00				—
	Basic income (loss) per share of common stock			—			$	0.07			$	(0.85	)			—
	Diluted income (loss) per share of common stock			—			$	0.07			$	(0.85	)			—
Stratex — Pro Forma Share Equivalent(2):
	Book value per four shares of common stock			—			$	2.95			$	3.00				—
	Cash dividends per four shares of common stock			—			$	0.00			$	0.00				—
	Basic income (loss) per four shares of common stock			—			$	0.02			$	(0.21	)			—
	Diluted income (loss) per four shares of common stock			—			$	0.02			$	(0.21	)			—

(1)	Stratex historical per share information as of and for the twelve months ended June 30, 2006 was calculated using the unaudited pro forma financial information for Stratex as of and for the twelve months ended June 30, 2006.
(2)	Stratex equivalent pro forma share amounts are calculated by multiplying the Harris Stratex pro forma amounts by the conversion ratio in the merger (four shares of Stratex for one share of Harris Stratex).

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			Common Stock
			High				Low
Fiscal Year Ended March 31, 2007
	First Quarter		$	6.58			$	3.26
	Second Quarter		$	4.50			$	2.95
	Third Quarter through December 28, 2006		$	5.00			$	4.03
Fiscal Year Ended March 31, 2006
	First Quarter		$	2.10			$	1.24
	Second Quarter		$	2.74			$	1.72
	Third Quarter		$	3.84			$	2.18
	Fourth Quarter		$	6.27			$	3.25
Fiscal Year Ended March 31, 2005
	First Quarter		$	5.19			$	2.40
	Second Quarter		$	3.38			$	1.98
	Third Quarter		$	2.40			$	1.65
	Fourth Quarter		$	2.45			$	1.71

		Stratex
		Common Stock
September 5, 2006		$	4.04
December 28, 2006		$	4.95

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	The combination of the businesses currently conducted by the Microwave Communications Division and Stratex will create numerous risks and uncertainties which could adversely affect Harris Stratex’s operating results.

	•	the diversion of management’s attention to integration matters;
	•	difficulties in achieving expected cost savings associated with the transactions;
	•	difficulties in the integration of operations and systems;
	•	difficulties in the assimilation of employees;
	•	difficulties in replacing the support functions currently provided by Harris to the Microwave Communications Division, including support and assistance for financial and operational functions;
	•	challenges in keeping existing customers and obtaining new customers; and
	•	challenges in attracting and retaining key personnel.

	Uncertainties associated with the transactions or the combined company may cause the combined company to lose significant customers.

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	Loss of key personnel could lead to loss of customers and a decline in revenues, or otherwise adversely affect the operations of the combined company.

	The transactions are subject to the receipt of consents and approvals from government entities that could delay completion of the transactions or impose conditions that could have a material adverse effect on the combined company or cause abandonment of the transactions.

	The failure to complete the transactions could cause Stratex to incur significant fees and expenses and could lead to negative perceptions among investors, potential investors and customers.

	Stratex’s directors and executive officers have interests in the merger, the contribution transaction and the other transactions provided for in the combination agreement in addition to those of stockholders.

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	Harris Stratex does not expect to pay dividends for the foreseeable future, and you must rely on increases in the trading prices of the Harris Stratex Class A common stock for returns on your investment.

	Harris Stratex will be controlled by Harris, whose interests may conflict with yours.

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	Harris Stratex will be a “controlled company” within the meaning of the NASDAQ rules and, as a result, will qualify for, and intends to rely on, exemptions from certain corporate governance requirements that are designed to provide protection to stockholders of companies that trade on NASDAQ.

	•	a majority of its board of directors consists of independent directors;
	•	its director nominees must either be selected, or recommended for selection by the board of directors, either by:

	•	a majority of the independent directors; or
	•	a nominations committee comprised solely of independent directors; and

	•	the compensation of its officers be determined, or recommended to the board of directors for determination, either by:

	•	a majority of the independent directors; or
	•	a compensation committee comprised solely of independent directors.

	Harris will have rights reflecting its controlling interest in Harris Stratex. As a result, your ability to influence the outcome of matters requiring stockholder approval will be limited.

	•	the business direction and policies of the combined company;

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	•	mergers or other business combinations involving the combined company, except during the first two years after the closing;
	•	the acquisition or disposition of assets by the combined company;
	•	the payment or nonpayment of dividends;
	•	determinations with respect to tax returns;
	•	the combined company’s capital structure; and
	•	amendments to the combined company’s certificate of incorporation and bylaws.

	Harris Stratex may have potential conflicts of interest with Harris relating to their ongoing relationship, and because of Harris’ controlling ownership in Harris Stratex, the resolution of these conflicts may not be favorable to Harris Stratex.

	•	indemnification and other matters arising under the combination agreement or other agreements;
	•	intellectual property matters;
	•	employee recruiting and retention;
	•	competition for customers in the areas where Harris is permitted to do business under the non-competition agreement;
	•	sales or distributions by Harris of all or any portion of its ownership interest in Harris Stratex, which could be to a competitor of Harris Stratex;
	•	business combinations involving Harris Stratex; and
	•	business opportunities that may be attractive to both Harris and Harris Stratex.

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	So long as Harris holds a majority of the securities outstanding and entitled to vote generally in the election of Harris Stratex directors (other than those directors elected separately as a class by Harris), it will have the right to preserve its control position by participating in equity offerings by the combined company.

Neither Harris nor any of its affiliates will have any fiduciary obligation or other obligation to offer corporate opportunities to Harris Stratex, and the certificate of incorporation of Harris Stratex and investor agreement to be entered into by Harris Stratex and Harris at the closing of the transactions expressly permit certain directors or employees of Harris Stratex to offer certain corporate opportunities to Harris before Harris Stratex.

	•	except (1) as otherwise provided in the non-competition agreement to be entered into by Harris Stratex and Harris at the closing of the proposed transactions or (2) opportunities offered to an individual who is a director or officer of both Harris Stratex and Harris in writing solely in that person’s capacity as an officer or director of Harris Stratex, Harris is free to compete with Harris Stratex in any activity or line of business; invest or develop a business relationship with any person engaged in the same or similar activities or businesses as Harris Stratex; do business with any customer of Harris Stratex; or employ any former employee of Harris Stratex;
	•	neither Harris nor its affiliates will have any duty to communicate its or their knowledge of or offer any potential business opportunity, transaction or other matter to Harris Stratex unless the opportunity was offered to the individual who is a director or officer of both Harris Stratex and Harris in writing solely in that person’s capacity as an officer or director of Harris Stratex; and
	•	if any director or officer of Harris who is also an officer or director or Harris Stratex becomes aware of a potential business opportunity, transaction or other matter (other than one expressly offered to that director or officer in writing solely in his or her capacity as a director or officer of Harris Stratex), that director or officer will have no duty to communicate or offer that opportunity to Harris Stratex and will be permitted to communicate or offer that opportunity to Harris (or its affiliates), and that director or officer will not be deemed to have acted in bad faith or in a manner

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		inconsistent with the best interests of Harris Stratex or in a manner inconsistent with his or her fiduciary or other duties to Harris Stratex.

	In certain circumstances, Harris is permitted to engage in the same types of businesses that Harris Stratex will conduct. If Harris elects to pursue opportunities in these areas, the combined company’s ability to successfully operate and expand its business may be limited.

	Sales by Harris of its interest in Harris Stratex could result in offers for your shares of Class A common stock the terms of which have been negotiated solely by Harris and could adversely affect the price and liquidity of Harris Stratex Class A common stock.

	Harris Stratex may not be profitable after the completion of the transaction.

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	Harris Stratex will face strong competition for maintaining and improving its position in the market which could adversely affect Harris Stratex’s revenue growth and operating results.

	Harris Stratex’s average sales prices may decline in the future.

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	Because a significant amount of the revenues of Harris Stratex may come from a limited number of customers, the termination of any of these customer relationships may adversely affect Harris Stratex’s business.

		Fiscal Years
		Ended March 31,
		2006				2005
Number of significant customers			1				1
Percentage of net sales			10%				21%

		Quarters Ended
		September 30,
		2006		2005
Number of significant customers		1			2
Percentage of net sales		16%		11%, 10%, respectively

		Fiscal Years Ended
		June 30, 2006				July 1, 2005
Number of significant customers			1				—
Percentage of net sales			15%				—

		Quarters Ended
		September 29, 2006				September 30, 2005
Number of significant customers			—				—
Percentage of net sales			—				—

	Harris Stratex may be subject to litigation regarding intellectual property associated with Harris Stratex’s wireless business; this litigation could be costly to defend and resolve, and could prevent the combined company from using or selling the challenged technology.

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	Due to the significant volume of international sales expected by Harris Stratex, Harris Stratex may be susceptible to a number of political, economic and geographic risks that could harm its business.

	•	unexpected changes in regulatory requirements;
	•	fluctuations in foreign currency exchange rates;
	•	imposition of tariffs and other barriers and restrictions;
	•	management and operation of an enterprise spread over various countries;
	•	burden of complying with a variety of foreign laws and regulations;
	•	application of the income tax laws and regulations of multiple jurisdictions, including relatively low-rate and relatively high-rate jurisdictions, to Harris Stratex’s sales and other transactions, which results in additional complexity and uncertainty;
	•	general economic and geopolitical conditions, including inflation and trade relationships;
	•	war and acts of terrorism;
	•	natural disasters;
	•	currency exchange controls; and
	•	changes in export regulations.

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	If Harris Stratex fails to develop and maintain distribution and licensing relationships, its revenues may decrease.

	The inability of Harris Stratex’s subcontractors to perform, or its key suppliers to manufacture and deliver materials, could cause its products to be produced in an untimely or unsatisfactory manner, or not at all.

	Consolidation within the telecommunications industry could result in a decrease in Harris Stratex’s revenues.

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	Harris Stratex’s success will depend on new product introductions and acceptance.

	Harris Stratex’s customers may not pay for products and services in a timely manner, or at all, which would decrease Harris Stratex’s income and adversely affect Harris Stratex’s working capital.

	Rapid changes in the microwave radio industry and the frequent introduction of lower cost components for Harris Stratex’s product offerings may result in excess inventory that Harris Stratex cannot sell or may be required to sell at distressed prices, and may result in longer credit terms to Harris Stratex’s customers.

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	The unpredictability of Harris Stratex’s quarter-to-quarter results may harm the trading price of Harris Stratex’s Class A common stock.

	•	volume and timing of Harris Stratex’s product orders received and delivered during the quarter;
	•	Harris Stratex’s ability and the ability of its key suppliers to respond to changes on demand as needed;
	•	suppliers’ inability to perform and timely deliver as a result of their financial condition, component shortages or other supply chain constraints;
	•	continued market expansion through strategic alliances;
	•	continued timely rollout of new product functionality and features;
	•	increased competition resulting in downward pressures on the price of Harris Stratex’s products and services;
	•	unexpected delays in the schedule for shipments of existing products and new generations of the existing platforms;
	•	failure to realize expected cost improvement throughout Harris Stratex’s supply chain;
	•	order cancellations or postponements in product deliveries resulting in delayed revenue recognition;
	•	seasonality in the purchasing habits of customers;
	•	war and acts of terrorism;
	•	natural disasters;
	•	ability of Harris Stratex’s customers to obtain financing to enable their purchase of Harris Stratex’s products;
	•	fluctuations in foreign currency exchange rates;
	•	regulatory developments including denial of export and import licenses; and
	•	general economic conditions worldwide.

	If Harris Stratex is unable to protect its intellectual property rights adequately, it may be deprived of legal recourse against those who misappropriate Harris Stratex’s intellectual property.

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	If sufficient radio frequency spectrum is not allocated for use by Harris Stratex’s products, and Harris Stratex fails to obtain regulatory approval for its products, its ability to market its products may be restricted.

	If Harris Stratex is unable to favorably assess the effectiveness of its internal controls over financial reporting, Harris Stratex may not be able to accurately report its financial results. As a result, current and potential stockholders could lose confidence in Harris Stratex’s financial reporting, which could adversely affect its stock price.

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	•	the failure to obtain and retain expected synergies from the proposed transactions;
	•	rates of success in executing, managing and integrating key acquisitions and transactions, including the proposed transactions;
	•	the ability to achieve business plans for the combined company;
	•	the ability to manage and maintain key customer relationships;
	•	the conditions to the completion of the proposed transactions may not be satisfied;
	•	delays in obtaining, or adverse conditions contained in, any regulatory or third-party approvals in connection with the proposed transactions;
	•	the ability to fund debt service obligations through operating cash flow;
	•	the ability to obtain additional financing in the future and react to competitive and technological changes;
	•	the ability to comply with restrictive covenants in the combined company’s indebtedness;
	•	the ability to compete with a range of other providers of microwave communications products and services;
	•	the effect of technological changes on the combined company’s businesses;
	•	the functionality or market acceptance of new products that the combined company may introduce;
	•	the extent to which the combined company’s future earnings will be sufficient to cover its fixed charges;
	•	the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction;
	•	Harris Stratex will be subject to intense competition;
	•	the failure of Harris Stratex to protect its intellectual property rights;
	•	currency and interest rate risks;
	•	revenues of the combined company following the proposed transactions may be lower than expected; and
	•	the risk factors explained in Stratex’s most recent Form 10-K, as amended.

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	Proposal to Adopt the Combination Agreement and Approve the Merger

	Proposal to Adjourn the Special Meeting

	Voting Agreements

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	•	First, timely deliver a valid later-dated proxy by mail.

	Mellon Investor Services
	525 Market Street, Suite 3500
	San Francisco, California 94105

	•	Second, provide written notice to Stratex’s inspector of elections before the meeting that you have revoked your proxy.

	Mellon Investor Services
	Proxy Processing
	P.O. Box 1680
	Manchester, Connecticut 06045-1680

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	•	Third, you can submit revised voting instructions by telephone or over the Internet by following the instructions set forth on the proxy card.
	•	Fourth, you can attend the special meeting and vote in person. Simply attending the meeting, however, will not revoke your proxy or change your voting instructions. You must vote at the meeting or provide written notice of revocation to the inspector of elections.

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	Morrow and Co.
	470 West Avenue
	Stamford, Connecticut 06902
	1-800-607-0088

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	Description of the Merger

	Consideration to be Received by the Stratex Stockholders

	Description of the Contribution Transaction

	Consideration to be Received by Harris

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	Election of Class B Directors

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	Related Party Transactions and Freedom of Action

	Standstill Provision

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	Preemptive Rights

	NASDAQ Listing Requirements

	•	a majority of its board of directors consist of independent directors;
	•	its director nominees be selected, or recommended for selection, by the board of directors, either by:

	•	a majority of the independent directors; or
	•	a nominations committee comprised solely of independent directors; and

	•	the compensation of its officers be determined, or recommended to the board of directors for determination, either by:

	•	a majority of the independent directors; or
	•	a compensation committee comprised solely of independent directors.

	Non-Competition Agreement

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	•	the historical financial performance of the Microwave Communications Division and the improvements in its financial results for the year ending June 30, 2006 over the prior year;
	•	the balance sheet of the Microwave Communications Division at June 30, 2006;
	•	the liabilities to be assumed by the combined company in connection with the proposed transactions, which include all liabilities of Stratex and all third-party liabilities of Harris and its subsidiaries which are allocable to and primarily relate to the Microwave Communications Division business;
	•	the current products of the Microwave Communications Division, which the board of directors of Stratex viewed as complementary to Stratex’s current products;
	•	the current customers of the Microwave Communications Division, which the board of directors of Stratex viewed as having limited overlap with Stratex’s current customers;
	•	the opportunity for Stratex stockholders to participate in the future results through continued ownership of publicly-traded stock in a much larger company with an expanded product offering and customer base;
	•	the expected liquidity of Harris Stratex Class A common stock, taking into account the one-to-four exchange ratio in the merger and the resulting size of the publicly-trade “float”;
	•	the structure of the transaction, including that Stratex stockholders will receive Harris Stratex Class A common stock in a tax deferred exchange (other than cash in lieu of fractional shares);
	•	the terms of the combination agreement and other documents to be executed in connection with the consummation of the proposed transactions, including:

	•	the limited number and nature of the conditions to Stratex’s obligation to close the transactions;
	•	the fact that any shares of Harris Stratex common stock issued to Stratex stockholders in the transactions will be registered on Form S-4 and will be unrestricted for Stratex stockholders;
	•	the fact that, subject to specified conditions, Stratex can terminate the merger agreement to enter into a definitive agreement with respect to a superior proposal in the manner provided in the combination agreement, including the payment of $14.5 million termination fee;
	•	the fact that the transaction is subject to the adoption of the combination agreement by Stratex stockholders;
	•	the increased equity capitalization of Harris Stratex compared to Stratex;
	•	the additional liquid working capital to be provided by Harris’ contribution of cash; and
	•	the likelihood that the transactions will be completed on a timely basis;

	•	the business, financial and execution risks associated with Stratex remaining independent, with a customer base smaller than Harris Stratex’s expected customer base;
	•	the presentation of Bear Stearns and its opinion that the exchange ratio of one-fourth of a share of Harris Stratex Class A common stock for each outstanding share of Stratex common stock is fair, from a financial point view, to the Stratex stockholders. Upon delivery of the opinion, Bear Stearns was paid $300,000. If the transaction is completed, Bear Stearns will also receive an additional

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		compensation of approximately $4,570,000, for a total fee of $4,870,000, assuming a $4.95 average closing price of Stratex common stock prior to consummation of the combination. The Stratex board of directors considered the fees paid and payable to Bear Stearns to be typical fees for such services;
	•	Harris’ agreement to limit its competitive activities for five years;
	•	the favorable implied per share value of Harris Stratex compared to the implied per share value of Stratex on a stand-alone basis as determined by Bear Stearns in its fairness opinion delivered to the board of directors of Stratex;
	•	the expectation that the merger would be slightly accretive — $0.01 to $0.02 per share — to earnings per share for Stratex for the estimated six months ended June 30, 2007 and accretive by approximately $0.08 per share for the twelve months ended June 30, 2008 for Stratex on a pro forma stand-alone basis;
	•	its consideration with its legal and financial advisors of alternatives to the combination agreement, the ability, and extent to which it might be able, to increase the value of Stratex for its stockholders through these alternatives and the timing and likelihood of effecting any alternative;
	•	the current and prospective economic environment and increasing competitive burdens and constraints facing Stratex; and
	•	its belief that the merger and the contribution transaction is likely to:

	•	increase the scale of Stratex’s business;
	•	deliver complementary global distribution channels with minimal customer overlap and significantly expand the customer footprint of the combined company by joining Stratex’s sales, 95% of which historically have been to international customers, with those of the Microwave Communications Division, which has approximately half of its sales in the U.S. and has been supplying domestic customers for almost 50 years;
	•	serve a large market with expected growth over the next five years;
	•	offer customers a better end-to-end product portfolio;
	•	offer annual savings, estimated to be $35 million in fiscal 2008. The majority of such savings are expected from improvements in gross margin achieved through reductions in the cost of products sold, reflecting higher volumes purchased from contract manufacturers, reduced shipping and related logistics costs and the use of lower-cost product where existing products overlap. In addition, it is expected that Harris Stratex will be able to meaningfully lower its operating expenses by reducing engineering expenses through the utilization of common design processes, reducing over time the number of product designs, and reducing selling and administrative costs by eliminating duplicate support costs through the consolidation of the number of locations worldwide; and
	•	create a larger and more competitive company with stronger financial performance, greater financial capacity, product leadership and the ability to serve adjacent markets.

	•	the combination of the businesses currently conducted by the Microwave Communications Division and Stratex will create numerous risks and uncertainties which could adversely affect Harris Stratex’s operating results;
	•	uncertainties associated with the transactions or the combined company may cause the combined company to lose significant customers;

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	•	loss of key personnel could lead to loss of customers and a decline in revenues, or otherwise adversely affect the operations of the combined company;
	•	failure to complete the transactions could cause Stratex to incur significant fees and expenses and could lead to negative perceptions among investors, potential investors and customers;
	•	some of Stratex’s directors and executive officers have interests in the merger in addition to those of stockholders;
	•	Harris Stratex does not expect to pay dividends in the immediate future, and the Stratex stockholders must rely on increases in the trading prices of the Harris Stratex Class A common stock for returns on their investment;
	•	Harris Stratex will be controlled by Harris, whose interests may conflict with those of the Stratex stockholders;
	•	Harris will have rights reflecting its controlling interest in Harris Stratex. As a result, the ability of the Stratex stockholders to influence the outcome of matters requiring stockholder approval would be limited;
	•	Harris Stratex may have potential conflicts of interest with Harris relating to their ongoing relationship, and because of Harris’ controlling ownership in Harris Stratex, the resolution of these conflicts may not be favorable to Harris Stratex;
	•	Harris’ ability to compete with Harris Stratex without restriction five years after the consummation of the proposed transactions;
	•	the fact that Stratex will no longer exist as an independent company;
	•	the fact that under the terms of the combination agreement, Stratex is restricted in its ability to solicit other acquisition proposals;
	•	the termination fee to and expenses of Harris that Stratex would be required to pay under specified circumstances;
	•	the fact that the combination agreement prohibits Stratex from taking a number of actions relating to the conduct of its business prior to the closing without the prior consent of Harris;
	•	the risk that the transactions might not be consummated in a timely manner or at all; and
	•	the fact that Stratex officers and employees will have expended extensive efforts attempting to complete the transactions and will experience significant distractions from their work during the pendency of the transactions, and that Stratex will have incurred substantial transaction costs in connection with the transactions even if not consummated.

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	•	was provided to the board of directors of Stratex for its benefit and use;
	•	did not constitute a recommendation to the board of directors of Stratex or any Stratex stockholder as to how to vote in connection with the merger or otherwise; and
	•	did not address Stratex’s underlying business decision to pursue the proposed transactions, the relative merits of the proposed transactions as compared to any alternative business strategies that might exist for Stratex, or the effects of any other transaction in which Stratex might engage.

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	•	reviewed the combination agreement and the additional agreements agreed as part of the combination agreement and to be entered into by Harris and Stratex and/or Harris Stratex in connection with the completion of the merger and the contribution transaction;
	•	reviewed Stratex’s Annual Reports to Stockholders and Annual Reports on Form 10-K for the fiscal years ended March 31, 2004, 2005 and 2006, its Quarterly Report on Form 10-Q for the period ended June 30, 2006 and its Current Reports on Form 8-K filed since March 31, 2006;
	•	reviewed Harris’ Annual Reports to Stockholders and Annual Reports on Form 10-K for the fiscal years ended July 2, 2004 and July 1, 2005, its press release of its results for the fiscal year ended June 30, 2006, its Quarterly Reports on Form 10-Q for the periods ended September 30, 2005, December 30, 2005 and March 31, 2006 and its Current Reports on Form 8-K filed since June 30, 2005;
	•	reviewed the final audited financial statements of the Microwave Communications Division for the fiscal years ended July 2, 2004, July 1, 2005 and June 30, 2006;
	•	reviewed certain operating and financial information relating to Stratex’s business and prospects, including projections for the three years ending June 30, 2009, all as prepared and provided to Bear Stearns by Stratex’s management;
	•	reviewed certain operating and financial information relating to the Microwave Communications Division and prospects, including projections for the three years ending June 30, 2009, all as prepared and provided to Bear Stearns by Harris’ and the management of the Microwave Communications Division;
	•	reviewed certain operating and financial information relating to Harris Stratex’s business and prospects, including projections and synergy estimates for the three years ending June 30, 2009, all as prepared and provided to Bear Stearns by management of Harris, the Microwave Communications Division and Stratex, and projections and synergy estimates for the two years ending June 30, 2011, as discussed with Stratex’s management;
	•	reviewed certain estimates of cost savings and other combination benefits expected to result from the proposed transactions, all as prepared and provided to Bear Stearns by the management of Stratex, Harris and the Microwave Communications Division;
	•	met with members of management of Stratex to discuss Stratex’s and the Microwave Communications Division’s respective businesses, operations, historical and projected financial results and future prospects;
	•	met with members of management of Harris and the Microwave Communications Division to discuss Microwave Communications Division businesses, operations, historical and projected financial results and future prospects;
	•	reviewed the historical prices, trading multiples and trading volumes of the shares of Stratex common stock;
	•	reviewed publicly available financial data, stock market performance data and trading multiples of companies which Bear Stearns deemed generally comparable to Stratex, the Microwave Communications Division and Harris Stratex;
	•	reviewed the financial terms of recent mergers and acquisitions involving companies which Bear Stearns deemed generally comparable to Stratex;
	•	performed discounted cash flow and sensitivity analyses based on the projections for Stratex, Harris Stratex and the synergy estimates furnished to Bear Stearns;

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	•	reviewed the pro forma financial results, financial condition and capitalization of Harris Stratex giving effect to the transaction; and
	•	conducted such other studies, analyses, inquiries and investigations as Bear Stearns deemed appropriate.

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	Summary of Analyses

	Comparable Companies Analysis

Name			Trading Symbol
Large-Cap Vendors
	Alcatel			NYSE: ALA
	Harris Corporation			NYSE: HRS
	LM Ericsson Telephone Company			NASDAQ: ERIC
	Motorola, Inc.			NYSE: MOT
	NEC Corporation			NASDAQ: NIPNY
	Nokia Corporation			NYSE: NOK
Small-Cap Vendors
	Airspan Networks, Inc.			NASDAQ: AIRN
	Alvarion Ltd.			NASDAQ: ALVR
	Andrew Corporation			NASDAQ: ANDW
	Ceragon Networks Ltd.			NASDAQ: CRNT
	Nera ASA			OSL: NER
	Powerwave Technology, Inc.			NASDAQ: PWAV

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		Stratex								Harris Stratex
Estimate		Multiples Range				Price Range				Multiples Range				Price Range
CY 2006 Revenue			1.00x - 1.40x			$	2.90 - 3.95				1.00x - 1.40x			$	3.00 - 4.10
CY 2007 Revenue			0.90x - 1.30x			$	2.90 - 4.05				0.90x - 1.30x			$	2.90 - 4.10
CY 2006 EBITDA			15.0x - 17.0x			$	3.50 - 3.90				11.3x - 13.3x			$	4.80 - 5.60
CY 2007 EBITDA			8.0x - 10.0x			$	3.00 - 3.70				8.0x - 10.0x			$	4.40 - 5.40
CY 2007 EPS			14.0x - 18.0x			$	3.00 - 3.85				14.0x - 18.0x			$	5.00 - 6.40

	Discounted Cash Flow Analysis

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	Relative Contribution Analysis

		Revenues												EBITDA																EBIT
																										2008 w/																2008 w/
		2006				2007				2008				2006				2007				2008				Synergies				2006				2007				2008				Synergies
Stratex			40.4	%			40.6	%			41.1	%			27.2	%			38.7	%			40.8	%			29.4	%			16.5	%			38.7	%			41.2	%			27.7	%
MCD			59.6				59.4				58.9				72.8				61.3				59.2				42.6				83.5				61.3				58.8				39.5
Synergies			—				—				—				—				—				—				28.0				—				—				—				32.8
Total			100.0	%			100.0	%			100.0	%			100.0	%			100.0	%			100.0	%			100.0	%			100.0	%			100.0	%			100.0	%			100.0	%

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	Selected Precedent Transactions Analysis

	Pro Forma Transaction Analysis

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	Board of Directors of Stratex

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	Employment with the Combined Company

	Treatment of Stratex Stock Options and Other Stock Based Awards

	Certain Stratex Executive Officers

	Certain Awards to Non-Executive Directors

	Harris Stratex Awards

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	Severance Arrangements

	Single Trigger Employment Agreements

	•	severance payments at his final base salary for a period of 48 months following his termination;
	•	payment of premiums necessary to continue his group health insurance under COBRA or to purchase other comparable health insurance coverage on an individual or group basis until the earlier of (1) 48 months from the employment termination date and (2) the date on which he first becomes eligible to participate in another employer’s group health insurance;
	•	the prorated portion of any incentive bonus that he would have earned during the incentive bonus period in which his employment was terminated;
	•	a payment equal to the greater of (1) his target incentive bonus for the year in which his employment was terminated and (2) the average of the annual incentive bonus payment for the previous three years;
	•	acceleration of the vesting of all unvested stock options

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	•	the right to purchase all shares of Stratex common stock subject to the outstanding options granted to him until the earlier of (1) 48 months and (2) the date on which the applicable option(s) expire;
	•	payment of his then-provided car allowance for a period of 48 months; and
	•	outplacement assistance selected and paid for by Stratex.

	•	severance payments at his final base salary for a period of 30 months following his termination;
	•	payment of premiums necessary to continue his group health insurance under COBRA or to purchase other comparable health insurance coverage on an individual or group basis when he is no longer eligible for COBRA coverage until the earlier of (1) the date on which he turns 65 years of age and (2) the date on which he first becomes eligible to participate in another employer’s group health insurance;
	•	the prorated portion of any incentive bonus that he would have earned during the incentive bonus period in which his employment was terminated;
	•	a payment equal to the greater of (1) his target incentive bonus for the year was terminated and (2) the average of the annual incentive bonus payment for the previous three years;
	•	acceleration of the vesting of all unvested stock options;
	•	the right to purchase all shares of Stratex common stock subject to outstanding options granted to him until the earlier of (1) 30 months and (2) the date on which the applicable option(s) expire;
	•	payment of his then-provided car allowance for a period of 30 months; and
	•	outplacement assistance selected and paid for by Stratex.

	•	severance payments at his final base salary for a period of 24 months following his termination;
	•	payment of premiums necessary to continue his group health insurance under COBRA until the earlier of (1) the date on which he first becomes eligible to participate in another employer’s group health insurance and (2) the date on which he is no longer eligible for COBRA coverage up to a maximum of 18 months;

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	•	the prorated portion of any incentive bonus that he would have earned during the incentive bonus period in which his employment was terminated;
	•	a payment equal to the greater of (1) his target incentive bonus for the year in his employment was terminated and (2) the average of the annual incentive bonus payment for the previous three years;
	•	acceleration of the vesting of all unvested stock options;
	•	the right to purchase all shares of Stratex common stock subject to outstanding options granted to him until the earlier of (1) 24 months and (2) the date on which the applicable option(s) expire;
	•	payment of his then-provided car allowance for a period of 24 months; and
	•	outplacement assistance selected and paid for by Stratex.

	Double Trigger Employment Agreements

	•	severance payments at his final base salary for a period of 36 months following his termination;
	•	payment of premiums necessary to continue his group health insurance under COBRA or to purchase other comparable health insurance coverage on an individual or group basis when he is no longer eligible for COBRA coverage until the earlier of (1) 36 months or (2) the date on which he first becomes eligible to participate in another employer’s group health insurance;
	•	if his employment termination or resignation occurs after March 31, 2007, the prorated portion of any incentive bonus that he would have earned during the incentive bonus year in which his employment was terminated;
	•	if his employment termination or resignation occurs after March 31, 2007, a payment equal to the greater of (1) his target incentive bonus for the year in which his employment terminates and (2) the average of the annual incentive bonus payment for the previous three years;
	•	acceleration of the vesting of all his unvested stock options;
	•	the right to purchase all shares of Stratex common stock subject to outstanding options granted to him until the earlier of (1) 36 months and (2) the date on which the applicable option(s) expire;
	•	payment of his then-provided car allowance for a period of 36 months; and
	•	outplacement assistance selected and paid for by Stratex.

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	•	severance payments at his final base salary for a period of 24 months following his termination;
	•	payment of premiums necessary to continue his group health insurance under COBRA until the earlier of (1) the date on which he first becomes eligible to participate in another employer’s group health insurance or (2) the date on which he is no longer eligible for COBRA coverage up to a maximum of 18 months;
	•	the prorated portion of any incentive bonus that he would have earned during the incentive bonus period in which his employment was terminated;
	•	a payment equal to the greater of (1) his target incentive bonus for the year in which his employment was terminated and (2) the average of the annual incentive bonus payment for the previous three years;
	•	acceleration of the vesting of all his unvested stock options;
	•	the right to purchase all shares of Stratex common stock subject to outstanding options granted to him until the earlier of (1) 24 months and (2) the date on which the applicable option(s) expire;
	•	payment of his then-provided car allowance for a period of 24 months; and
	•	outplacement assistance selected and paid for by Stratex.

	“Cause” means:

	•	theft, dishonesty, misconduct or falsification of any employment or Stratex records;
	•	improper disclosure of Stratex’s confidential or proprietary information;
	•	action which has a material detrimental effect on Stratex’s reputation or business;
	•	refusal or inability to perform any assigned duties (other than as a result of a disability) after written notice; or
	•	conviction (including any plea of guilty or no contest) for any criminal act that impairs the person’s ability to perform his or her duties.

	“Good reason following a change in control” means any of the following conditions:

	•	a material and adverse change in position, duties or responsibilities for Stratex;
	•	a reduction in base salary;
	•	a material reduction in employee benefits, other than a reduction that is similarly applicable to a majority of the members of Stratex’s executive staff; or
	•	the relocation of Stratex’s workplace to a location that is more than 75 miles from Stratex’s current workplace in San Jose, California.

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	Value of Severance Payments

	•	each executive is presumed to receive the maximum amount of severance payments, insurance premiums and car allowance payable under his employment agreement;
	•	the amount of each executive’s target incentive bonus amount is deemed paid in full;
	•	no value has been assigned to bonus amounts payable only upon the achievement of targets and objectives that are presently undetermined and may not be met prior to the time when they otherwise would be payable;
	•	the time value of money has not been taken into account; and
	•	no amount has been included for gross-up payments that may become due in the event the executive is required to pay “golden parachute” excise tax pursuant to Section 4999 of the code.

		Severance				Annual Target				Value of Car				Company Paid				Outplacement
Name		Payments				Incentive Bonus				Allowance				Medical Insurance				Services				Total Value
Waechter, Thomas (double trigger)		$	1,350,000			$	360,000			$	43,200			$	31,644			$	15,000			$	1,799,844
Kennard, Paul (double trigger)			627,900				172,673				21,600				27,072				15,000				864,245
Brittain, Larry (double trigger)			525,000				157,500				21,600				25,584				15,000				744,684
Kissner, Charles (single trigger)			1,640,016				328,000				57,600				52,944				—				2,078,560
Thomsen, Carl (single trigger)			802,740				176,600				27,000				26,280				15,000				1,047,620
Brandt, John (single trigger)			520,008				130,000				18,000				23,664				15,000				706,672
																						$	7,241,625

	Unvested Equity Awards

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	•	the aggregate value of the unvested shares of restricted stock to be accelerated equals the market value of the shares based on the closing price for a share of Stratex common stock on NASDAQ on December 27, 2006;
	•	the value of unvested shares of common stock subject to options to be accelerated equals the aggregate value of the shares on December 27, 2006 minus the aggregate exercise price for the options; and
	•	out-of-the-money option shares have been excluded, some of which might be in-the-money at the effective time of the merger.

		Number of								Number of
Name		Restricted Shares*				Value				Option Shares**				Value				Total Value
Waechter, Thomas (double trigger)			21,274			$	105,306				450,000			$	—			$	105,306
Kennard, Paul (double trigger)			8,873				43,921				170,000				141,300				185,221
Brittain, Larry (double trigger)			8,864				43,877				123,750				210,388				254,654
Kissner, Charles (single trigger)			22,617				111,954				158,333				95,800				207,754
Thomsen, Carl (single trigger)			9,939				49,198				183,333				148,900				198,098
Brandt, John (single trigger)			7,682				38,026				116,250				92,225				130,251
																		$	1,080,895

*	All restricted shares vest for all identified employees upon the completion of the proposed transactions.

**

Vesting of options to purchase shares of Stratex common stock will accelerate upon the completion of the proposed transaction with respect to employees with a “single trigger” employment agreement. With respect to a “double trigger” employment agreement, vesting of the options to purchase shares of Stratex common stock will accelerate only in the event the employee is terminated without cause or if he resigns for good reason within the specified post-merger period provided in their respective employment agreements.

	Indemnification

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				Shares				Percent
				Beneficially				Beneficially
Name				Owned(1)				Owned(2)
5% Stockholders
	Kopp Investment Advisors, Inc.				12,919,139	(3)			13.1	%
		7701 France Avenue South, Suite 500
		Edina, Minnesota 55435
	State of Wisconsin Investment Board				8,546,130	(4)			8.7	%
		P.O. Box 7842
		Madison, Wisconsin 53707
	Perkins, Wolf, McDonnell and Company, LLC				6,205,100	(5)			6.3	%
		310 South Michigan Avenue, Suite 2600
		Chicago, Illinois 60604
	Sheila Baird				5,554,536	(6)			5.6	%
	Michael Kimelman
		100 Park Avenue
		New York, New York 10017

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			Shares				Percent
			Beneficially				Beneficially
Name			Owned(1)				Owned(2)
Named Executive Officers and Directors
	Charles D. Kissner			2,439,772	(7)			2.4	%
	Richard C. Alberding			84,000	(8)			*
	Thomas H. Waechter			87,535	(9)			*
	William A. Hasler			64,755	(10)			*
	James D. Meindl, PhD			88,775	(11)			*
	Clifford H. Higgerson			554,180	(12)			*
	V. Frank Mendicino			193,520	(13)			*
	Edward F. Thompson			60,000	(14)			*
	Carl A. Thomsen			683,373	(15)			*
	Paul A. Kennard			625,816	(16)			*
	Larry M. Brittain			136,930	(17)			*
	John C. Brandt			362,196	(18)			*
	All directors and executive officers as a group (19 persons)			6,441,333	(19)			6.1	%

	*	Less than 1%

	(1)	To the knowledge of Stratex, except as set forth in the footnotes to this table, and subject to applicable community property laws, each person named in this table has sole voting and investment power with respect to the shares set forth opposite such person’s name.
	(2)	Beneficial ownership of shares of common stock is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to such shares. Shares of common stock subject to stock options which are currently exercisable or will become exercisable within 60 days of December 27, 2006 are deemed outstanding for computing the beneficial ownership of the person or group holding such option grants but are not deemed outstanding for computing the percentage of beneficial ownership of any other person or group. There were 98,417,594 shares of our common stock outstanding on December 27, 2006.
	(3)	Kopp Investment Advisors, Inc. had shared dispositive power over 7,329,803 shares, sole dispositive power over 4,000,000 shares, sole voting power over 10,471,139 shares and aggregate beneficial ownership of 12,919,139 shares. The address and number of shares of Stratex common stock beneficially owned by Kopp Investment Advisors, Inc. is based on the Schedule 13G as filed with the Securities and Exchange Commission on January 27, 2006. According to this Schedule 13G, Kopp Investment Advisors, Inc. is a wholly-owned subsidiary of Kopp Holding Company, which also reported aggregate beneficial ownership of 11,559,139 shares. The filing also stated that Kopp Holding Company is wholly owned by Leroy C. Kopp, who on such filing reported sole voting and dispositive power of 1,590,000 shares in addition to the shares that may be deemed beneficially owned by Kopp Investment Advisors, Inc.
	(4)	The address and number of shares of Stratex common stock beneficially owned by the State of Wisconsin Investment Board is based on the Schedule 13G/ A as filed with the Securities and Exchange Commission on March 9, 2006.
	(5)	The address and number of shares of Stratex common stock beneficially owned by Perkins Wolf is based on the Schedule 13G/ A as filed with the Securities and Exchange Commission on February 15, 2006 by Mac-Per-Wolf Company. Perkins, Wolf, McDonnell and Company, LLC, or Perkins Wolf, furnishes investment advice to various investment companies registered under Section 8 of the Investment Company Act of 1940 and to individual and institutional clients. The shared voting and dispositive holdings are held by Perkins Wolf and such holdings may also be aggregated within 13G filings submitted by Janus Capital Management, LLC, a minority owner of Perkins Wolf. According to the Schedule 13G/ A, Perkins Wolf reported sole voting and dispositive power of 389,300 shares of Stratex common stock and shared dispositive power of 5,815,800 and aggregate beneficial ownership of 6,205,100 shares.

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	(6)	The address and number of shares of Stratex common stock beneficially owned by Sheila Baird and Michael Kimelman is based on Schedule 13G as filed with the Securities and Exchange Commission on February 1, 2006.
	(7)	Includes 2,195,783 shares of common stock subject to options that are currently exercisable or will become exercisable within 60 days of December 27, 2006.
	(8)	Includes 78,000 shares of common stock subject to options that are currently exercisable or will become exercisable within 60 days of December 27, 2006.
	(9)	Includes 25,000 shares of common stock subject to options that are currently exercisable or will become exercisable within 60 days of December 27, 2006.

(10)	Includes 30,000 shares of common stock subject to options that are currently exercisable or will become exercisable within 60 days of December 27, 2006.
(11)	Includes 72,000 shares of common stock subject to options that are currently exercisable or will become exercisable within 60 days of December 27, 2006.
(12)	Includes 25,000 shares of common stock subject to options that are currently exercisable or will become exercisable within 60 days of December 27, 2006.
(13)	Includes 60,500 shares of common stock subject to options that are currently exercisable or will become exercisable within 60 days of December 27, 2006.
(14)	Includes 50,000 shares of common stock subject to options that are currently exercisable or will become exercisable within 60 days of December 27, 2006.
(15)	Includes 615,058 shares of common stock subject to options that are currently exercisable or will become exercisable within 60 days of December 27, 2006.
(16)	Includes 526,377 shares of common stock subject to options that are currently exercisable or will become exercisable within 60 days of December 27, 2006.
(17)	Includes 84,375 shares of common stock subject to options that are currently exercisable or will become exercisable within 60 days of December 27, 2006.
(18)	Includes 338,267 shares of common stock subject to options that are currently exercisable or will become exercisable within 60 days of December 27, 2006.
(19)	Includes an aggregate of 4,953,246 shares of common stock subject to options that are currently exercisable or will become exercisable within 60 days of December 27, 2006.

	•	each person that will be a beneficial owner of more than 5% of Harris Stratex common stock;
	•	each of the named executive officers of Harris Stratex;
	•	each director or prospective director of Harris Stratex; and
	•	all directors and named executive officers of Harris Stratex, taken together.

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												Percentage of
				Number of Shares				Number of Shares				Voting Power of				Percentage of
				of Class A				of Class B				Class of				Voting Power of
Name and Address of Beneficial Owner				Common Stock				Common Stock				Common Stock				Common Stock
Stockholders Owning Approximately 5% or more:
	Harris Corporation				—				32,773,176				100%				57.12%
		1025 West NASA Blvd. Melbourne, Florida 32919
	Kopp Investment Advisors, Inc.				3,229,785	(1)			—				13.13%				5.63%
		7701 France Avenue South, Suite 500 Edina, Minnesota 55435
	State of Wisconsin Investment Board				2,136,533	(2)			—				8.68%				3.72%
		P.O. Box 7842 Madison, Wisconsin 53707
	Perkins, Wolf, McDonnell and Company, LLC				1,551,275	(3)			—				6.3%				2.7%
		310 South Michigan Avenue, Suite 2600 Chicago, Illinois 60604
	Sheila Baird				1,388,634	(4)			—				5.64%				2.42%
	Michael Kimelman
		100 Park Avenue New York, New York 10017
Directors:
	Guy M. Campbell				—				—				—				—
	Howard L. Lance				—				—				—				—
Prospective Directors:
	Eric C. Evans				—				—				—				—
	William A. Hasler				16,189	(5)			—				*				*
	Clifford H. Higgerson				138,545	(5)			—				*				*
	Charles D. Kissner				609,943	(5)			—				2.42%				1.1%
	Dr. Mohsen Sohi				—				—				—				—
	Dr. James C. Stoffel				—				—				—				—
	Edward F. Thompson				15,000	(5)			—				*				*
Non-Director Officers:
	Thomas H. Waechter				21,884	(5)			—				*				*
	Sarah A. Dudash				—				—				—				—
	Robert Kamenski				2,514				—				*				*
	Paul A. Kennard				156,454				—				*				*
All directors and executive officers as a group (13 individuals in total)					990,529	(5)			—				3.87%				1.7%

	*	Less than 1%

(1)	The number of shares of Harris Stratex Class A common stock beneficially owned was calculated based on the number of shares of Stratex common stock beneficially owned as reported in the Schedule 13G filed with the Securities and Exchange Commission on January 27, 2006, as adjusted for the one-for-four conversion ratio in the merger.

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(2)	The number of shares of Harris Stratex Class A common stock beneficially owned was calculated based on the number of shares of Stratex common stock beneficially owned as reported in the Schedule 13G/A filed with the Securities and Exchange Commission on March 9, 2006, as adjusted for the one-for-four conversion ratio in the merger.
(3)	The number of shares of Harris Stratex Class A common stock beneficially owned was calculated based on the number of shares of Stratex common stock beneficially owned as reported in the Schedule 13G/A filed with the Securities and Exchange Commission on February 15, 2006, as adjusted for the one-for-four conversion ratio in the merger.
(4)	The number of shares of Harris Stratex Class A common stock beneficially owned was calculated based on the number of shares of Stratex common stock beneficially owned as reported in the Schedule 13G filed with the Securities and Exchange Commission on February 1, 2006, as adjusted for the one-for-four conversion ratio in the merger.
(5)	The number of shares of Harris Stratex Class A common stock beneficially owned was calculated based on the number of shares of Stratex common stock beneficially owned as of December 27, 2006, as adjusted for the one-for-four conversion ratio in the merger.

	•	an effective registration statement under the Securities Act;
	•	a sale made in conformity with the volume and other limitations of Rule 145 under the Securities Act (as such rule may be hereafter from time to time amended) (and otherwise in accordance with

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		Rule 144 under the Securities Act, if such seller is an affiliate of Harris Stratex and if so required at the time); or
	•	a transaction that, in the opinion of independent counsel reasonably satisfactory to Harris Stratex or under a “no-action” letter obtained by the affiliate from the Securities and Exchange Commission, is not required to be registered under the Securities Act.

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	•	a citizen or resident of the United States;
	•	a corporation, or other entity taxable as a corporation for United States federal income tax purposes, created or organized under the laws of the United States or any of its political subdivisions;
	•	a trust if it:

	•	is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust;
	•	has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person; or

	•	an estate that is subject to United States federal income taxation on its income regardless of its source.

	The Merger

	•	the merger will constitute a reorganization within the meaning of Section 368(a) of the code;
	•	each of Harris Stratex and Stratex will constitute a party to the reorganization within the meaning of Section 368(b) of the code;
	•	no gain or loss will be recognized by Stratex upon the merger of Stratex into Merger Sub and the conversion of Stratex common stock into Harris Stratex Class A common stock;
	•	a U.S. holder of Stratex common stock will not recognize gain or loss upon the exchange of Stratex common stock solely for Harris Stratex Class A common stock in the merger, except that such a holder may recognize gain with respect to any cash received in lieu of fractional shares of Harris

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		Stratex Class A common stock ( see “— Cash in Lieu of Fractional Shares” beginning on page 85 of this proxy statement/ prospectus);
	•	the basis of Harris Stratex Class A common stock to be received by a U.S. holder of Stratex common stock will be, in the aggregate, the same as the basis, in the aggregate, of Stratex common stock surrendered in exchange therefor; and
	•	the holding period of Harris Stratex Class A common stock to be received by a U.S. holder of Stratex common stock will include the holding period of the Stratex common stock surrendered in exchange therefor.

	•	certain assumptions, including assumptions regarding the absence of certain changes in existing facts and that the merger will be completed in accordance with this proxy statement/prospectus and the combination agreement; and
	•	representations, including those contained in officer’s certificates of Stratex, Harris and Harris Stratex, all of which must be true and accurate in all respects as of the effective date of the registration statement and must continue to be true and accurate in all respects as of the effective time of the merger.

	•	the contribution transaction, together with the merger, will qualify as a transaction covered by Section 351 of the code and;
	•	that no gain or loss will be recognized on any transfer of property from Harris to Harris Stratex as contemplated by the contribution transaction, in exchange solely for the stock of Harris Stratex.

	•	certain assumptions, including assumptions regarding the absence of certain changes in existing facts and that the merger will be completed in accordance with this document and the combination agreement; and
	•	representations, including those contained in officer’s certificates of Harris, Harris Stratex and Stratex, all of which must be true and accurate in all respects as of the effective date of the registration statement and must continue to be true and accurate in all respects as of the effective time of the merger.

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	•	provides a correct taxpayer identification number and any other required information to the exchange agent (and does not subsequently become subject to backup withholding); or
	•	is a corporation or comes within certain exempt categories and otherwise complies with applicable requirements of the backup withholding rules.

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	Capital Structure

	Directors and Officers

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	Merger Sub

	The Merger

	The Contribution Transaction

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	Merger Consideration; Treatment of Stratex Stock Options, Warrants and other Equity Awards

	•	Each share of Stratex common stock issued and outstanding as of the effective time of the merger (other than the Stratex common stock owned by Stratex or any direct or indirect wholly owned subsidiary of Stratex and not held on behalf of third parties) will be converted into and exchanged for one-fourth of a share of Harris Stratex Class A common stock. This exchange ratio will have the same effect on the number of shares of Harris Stratex Class A common stock received by the former Stratex stockholders as if Stratex had completed a one-for-four reverse stock split immediately prior to the effective time of the merger.
	•	Each outstanding option to purchase shares of Stratex common stock under the Stratex stock plans, whether vested or unvested, will be converted into an option to acquire that number of shares of Harris Stratex Class A common stock equal to one-fourth of the number of shares of Stratex common stock issuable upon exercise of the Stratex option immediately prior to such conversion at an exercise price per share equal to four times the exercise price per share of Stratex common stock immediately prior to such conversion. Stock options will be subject to rounding to comply with certain legal requirements. Except as specifically provided above, following the effective time of the merger, each option to purchase shares of Class A common stock converted as described above will be governed by the same terms and conditions as were applicable to the option immediately prior to the effective time of the merger.
	•	Each right of any kind, contingent or accrued, to acquire or receive shares of Stratex common stock or benefits measured by the value of shares of Stratex common stock, and each award of any kind consisting of shares of Stratex common stock under the Stratex stock plans or any other Stratex benefits plan (other than options to purchase Stratex common stock), will be converted into the right to acquire, or the right to receive benefits measured by the value of, that number of shares of Harris Stratex Class A common stock equal to one-fourth of the number of shares of Stratex common stock underlying such Stratex award (rounded down to the nearest whole number) immediately prior to such conversion, and if such Stratex award determines such rights by reference to the extent the value of the shares of Stratex common stock exceed a specified reference price, at

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		a reference price per share of Harris Stratex Class A common stock (rounded up to the nearest whole cent) equal to four times the reference price per share of Stratex common stock. Except as specifically provided above, following the effective time of the merger, each Stratex award converted as described above will be governed by the same terms and conditions as were applicable to the award immediately prior to the effective time of the merger.
	•	Each outstanding warrant to purchase Stratex common stock will automatically become exercisable for that number of shares of Harris Stratex Class A common stock equal to one-fourth of the number of shares of Stratex common stock issuable upon exercise of such warrant immediately prior to the effective time of the merger at an exercise price per share of Harris Stratex Class A common stock equal to four times the exercise price of such warrant per share of Stratex common stock immediately prior to the effective time of the merger. In addition, concurrently with the effective time of the merger, Harris Stratex will assume the obligation to deliver shares of Harris Stratex Class A common stock to those persons who are the record holders of the warrants by entering into the Warrant Assumption Agreement, to be dated the date of closing, subject to certain adjustments. For more information regarding the provisions of the Warrant Assumption Agreement, see “Other Agreements — Warrant Assumption Agreement” on page 120 of this proxy statement/ prospectus.

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	•	the respective corporate organization, existence and good standing of Harris and each of its applicable subsidiaries to carry on the MCD business and of Stratex and each of its subsidiaries;

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	•	the respective authority of Stratex and Harris to enter into the combination agreement;
	•	the respective capital structures of Stratex and its subsidiaries and certain subsidiaries of Harris;
	•	the title of Harris and certain of its subsidiaries to the outstanding capital stock of the subsidiaries to be contributed to Harris Stratex by Harris;
	•	the approval of the combination agreement and the transactions contemplated by the combination agreement by Stratex’s and Harris’ respective boards of directors;
	•	the receipt of a fairness opinion from Stratex’s financial advisor;
	•	other than certain identified filings, including filings required under the HSR Act, the absence of any need for consents of government authority by Stratex, Harris or any of their respective subsidiaries;
	•	the absence of a violation of charter documents of Stratex or any of its subsidiaries or of Harris;
	•	the absence of a material violation or a change in rights relating to any contract, government authorization, permit or license of Stratex, Harris or any of their respective subsidiaries or, in the case of Harris, a material encumbrance on any of the contributed assets or the assets of a contributed subsidiary;
	•	the absence of consents required under material contracts of Stratex and Harris or any of their respective subsidiaries (although neither Stratex nor the Microwave Communications Division has any material contract requiring consent the receipt of which is a condition to the consummation of the proposed transactions);
	•	the absence of material bankruptcy court orders related to Stratex or any of its subsidiaries or to the MCD business;
	•	the SEC filings and the accuracy and completeness of the information contained in the SEC filings, including the financial statements, made by Harris or any of its subsidiaries since July 1, 2005 that contain information relating to the MCD business and made by Stratex or any of its subsidiaries since March 31, 2006;
	•	the audited financial statements of Stratex and the MCD business, including their preparation in accordance with GAAP and that they fairly present, in all material respects, certain financial information;
	•	in the case of Stratex, its material compliance in all material respects with the SOX Act and the listing and corporate governance rules and regulations of NASDAQ, and, in the case of Harris, its material compliance in all materials respects with the SOX Act to the extent that its compliance will affect Harris Stratex’s ability to comply with the SOX Act following the closing;
	•	in the case of Stratex, the adequacy of its disclosure controls and procedures and any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting and, in the case of Harris, the adequacy of its disclosure controls and procedures and any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting as such matters relate to the MCD business;
	•	the absence of any material issue regarding accounting or auditing practices or the reporting of a material violation of securities laws or fiduciary duties since March 31, 2003 for Stratex and since June 30, 2006 for Harris as such matters relate to the MCD business;
	•	the accuracy of information contained in registration statements that Harris has filed with the SEC since July 1, 2005 relating to the MCD business and that Stratex has filed with the SEC since March 31, 2004;

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	•	the accuracy of the information provided by Stratex and Harris, respectively, to be included or incorporated by reference in the registration statement of which this proxy statement/ prospectus forms a part;
	•	the absence of a material adverse change to the business of Stratex and its subsidiaries since March 31, 2006 or to the MCD business since June 30, 2006;
	•	the absence of undisclosed litigation or injunctions concerning the MCD business or Stratex or any of its subsidiaries or affiliates;
	•	the absence of undisclosed material liabilities concerning the MCD business or Stratex or any of its subsidiaries;
	•	the employee benefits and ERISA compliance of the MCD business and of Stratex and its subsidiaries;
	•	the compliance by Stratex and its subsidiaries and Harris and its subsidiaries with respect to the MCD business with laws and government regulations, including environmental laws;
	•	the actions taken by Stratex to ensure the inapplicability of restrictions under takeover statutes;
	•	the absence of undisclosed affiliate transactions by Stratex;
	•	the proper filing of all tax returns, compliance with tax laws and absence of any deficiencies in those filings by those subsidiaries of Harris Stratex to be contributed to Harris Stratex and by Stratex and its subsidiaries;
	•	intellectual property and information technology of Harris and its subsidiaries relating to the MCD business and of Stratex and its subsidiaries;
	•	labor relations matters of Harris and its subsidiaries relating to the MCD business and of Stratex and its subsidiaries;
	•	the validity and enforceability of all material contracts of Harris and its subsidiaries relating to the MCD business and of Stratex and its subsidiaries;
	•	the sufficiency of the assets Harris and its subsidiaries will contribute to Harris Stratex under the combination agreement, in combination with other services, intellectual property, real property, the Leased Equipment and government authorizations, to conduct the MCD business;
	•	the holding of good and marketable title, in fee simple, to the real property of Harris and its subsidiaries relating to the MCD business and of Stratex and its subsidiaries and the absence of a material default on any material leases by Harris and its subsidiaries relating to the MCD business or by Stratex and its subsidiaries;
	•	insurance of Harris and its subsidiaries relating to the MCD business and of Stratex and its subsidiaries;
	•	the absence of any unlawful payments by Harris and its subsidiaries relating to the MCD business and of Stratex and its subsidiaries; and
	•	the absence of undisclosed brokers’ fees or finders’ fees relating to the transaction.

	•	a material adverse effect on the results of operations, financial condition, cash flow, assets liabilities or business of Stratex and its subsidiaries, taken as a whole; and

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	•	any effect that prevents, materially delays or materially impairs Stratex’s ability to complete, or Harris Stratex to receive the benefits of, the merger and the other transactions under the combination agreement.

	•	events or conditions (including changes in economic, financial market, regulatory or political conditions) that generally affect participants in the industries in which Stratex and its subsidiaries participate except to the extent that they adversely affect Stratex and its subsidiaries (taken as a whole) disproportionately compared to such other participants; or
	•	any disruption of employee, customer, supplier or other similar relationships primarily as a result of the execution or announcement of the combination agreement and the identity of Harris.

	•	a material adverse effect on the results of operations, financial condition, cash flow, assets, liabilities or business of the MCD business, taken as a whole; and
	•	any effect that prevents, materially delays or materially impairs Harris’ ability to complete, or Harris Stratex to receive the benefits of, the contribution transaction and the other transactions under the combination agreement.

	•	events or conditions (including changes in economic, financial market, regulatory or political conditions) that generally affect participants in the industries in which the MCD business participates except to the extent that they adversely affect the MCD business disproportionately compared to such other participants; or
	•	any disruption of employee, customer, supplier or other similar relationships primarily as a result of the execution or announcement of the combination agreement and the identity of Stratex.

	Stratex Interim Operating Covenants

	•	conduct their businesses in the ordinary and usual course of business consistent with past practice; and
	•	use commercially reasonable efforts to preserve their business organizations and maintain their existing relations and goodwill with government entities, customers, manufacturers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the present employees and agents of Stratex and its subsidiaries.

	•	adopt or propose a change to their organizational documents;
	•	merge or consolidate, except for transactions among indirect and direct wholly owned subsidiaries of Stratex that are not obligors or guarantors of indebtedness of a person other than Stratex or another wholly owned subsidiary of Stratex;

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	•	acquire assets with a value or price greater than $500,000 outside the ordinary course of business;
	•	enter into any material new line of business or distribute a new type of product;
	•	issue, sell, pledge, dispose of, grant, transfer, lease, license, guarantee, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any shares of capital stock of, or other equity interest in, Stratex or any of its subsidiaries, or securities convertible into, or exchangeable or exercisable for, any such shares of capital stock or other equity interest, except for (1) the issuance of shares by a direct or indirect wholly owned subsidiary of Stratex to Stratex or another direct or indirect wholly owned subsidiary of Stratex, (2) mergers or consolidations among wholly owned subsidiaries of Stratex that are not obligors or guarantors of indebtedness of a person other than Stratex or another wholly owned subsidiary of Stratex, (3) the issuance and sale of Stratex common stock pursuant to Stratex options or Stratex awards outstanding prior to the date of the combination agreement and (4) grants of Stratex options or Stratex awards permitted by another section in the combination agreement;
	•	create or incur any encumbrance material to Stratex or its subsidiaries, other than in the ordinary course of business, on any assets valued in excess of $500,000 that are used in Stratex or any of its subsidiaries’ business;
	•	make any loans, advances or capital contributions to, or investments in, any person in excess of $500,000 in the aggregate, except to, or in, any direct or indirect wholly owned subsidiary of Stratex that is not an obligor or guarantor of indebtedness of a person other than Stratex or another wholly owned subsidiary of Stratex;
	•	declare, set aside or pay any dividend or distribution regarding Stratex or any of its subsidiaries’ capital stock, except for dividends or distributions by any direct or indirect wholly owned subsidiaries of Stratex and pro rata dividends or distributions payable to holders of interests in non wholly owned subsidiaries;
	•	reclassify, split, recapitalize, subdivide or repurchase, redeem or otherwise acquire, directly or indirectly, any of its capital stock except for the purpose of effecting mergers or consolidations among direct or indirect subsidiaries of Stratex that are not obligors or guarantors of indebtedness of a person other than Stratex or another wholly owned subsidiary of Stratex;
	•	incur any indebtedness or guarantee indebtedness of another person, or issue or sell any debt securities or warrants or other rights to acquire any debt security of Stratex or any of its subsidiaries or enter into any capital lease, except for (1) liabilities for the deferred purchase price of property or for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction securing obligations similar to liabilities of borrowed money that is incurred in the ordinary course of business, (2) indebtedness incurred in the ordinary course of business under Stratex’s existing revolving credit facility (or any replacement facility) not to exceed $50,000,000 in the aggregate (including amounts outstanding as of the date of the combination agreement), (3) refinancings of indebtedness outstanding on the date of the combination agreement on commercially reasonable terms and (4) loans or advances by Stratex or any of its subsidiaries to direct or indirect wholly owned subsidiaries of Stratex that are not obligors or guarantors of indebtedness of a person other than Stratex or another wholly owned subsidiary of Stratex;
	•	make or authorize any capital expenditure in excess of $250,000 individually or regarding a related group of expenditures or $1,000,000 in the aggregate;
	•	enter into any material contract other than in the ordinary course of business;
	•	change accounting policies or procedures, except as required by changes in GAAP or Regulation S-X, based upon the advice of its independent auditors after consultation with Harris;
	•	settle any pending or threatened civil, criminal or administrative actions, proceedings, suits, claims, litigations, arbitrations, investigations or other proceedings for an amount to be paid by Stratex or

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		any of its subsidiaries in excess of $500,000 or that would be reasonably likely to have any material adverse impact on the operations of Stratex or any of its subsidiaries, or indemnify any person other than pursuant to a contractual obligation;
	•	other than in the ordinary course of business, (1) amend or modify in any material respect, or terminate or waive any material right or benefit under, any material contract of Stratex (other than as permitted under the combination agreement) or regarding any pending or threatened civil, criminal or administrative actions, suits, claims, litigations, arbitrations, investigations or other proceedings, or (2) cancel, modify or waive any debts, claims or rights held by it, in each case having a value in excess of $500,000;
	•	except as required by law, make any material tax election or take any material position on any material tax return filed as of the date of the combination agreement or adopt any method that is inconsistent with elections made, positions taken or methods used in preparing or filing similar tax returns in prior periods or settle or compromise any material tax liability;
	•	sell, transfer, lease, license or otherwise dispose of any material property of Stratex or its subsidiaries except in the ordinary course of business;
	•	sell, lease, abandon, transfer, dispose of, license or grant material rights under any material intellectual property rights of Stratex or any of its subsidiaries or materially modify any of these existing rights, except in the ordinary course of business consistent with past practice, or enter into any settlement regarding (1) the infringement of any material intellectual property rights of Stratex or any of its subsidiaries or (2) the breach of any license agreements governing use of material intellectual property;
	•	terminate, establish, adopt, enter into, make any new grants or awards under, amend or otherwise modify, or accelerate vesting or payment under any benefit plans of Stratex or any of its subsidiaries or enter into any new employment or compensatory agreements or arrangements with, or increase the salary, wage, bonus or other compensation payable or to become payable to, any directors, officers, employees or consultants of Stratex or any of its subsidiaries, except that (1) Stratex may increase the base salary or wage of any employee other than the five most highly compensated employees in the ordinary course of business and enter into new employment or compensatory arrangements with newly hired persons if such person would not be one of Stratex’s five most highly compensated employees and is hired in the ordinary course of business as a replacement and not as part of a plan for business development, (2) salary or wage increases and compensatory arrangements so permitted may not, in the aggregate, exceed $1,000,000 and (3) Stratex may grant to its newly hired employees options or awards issued in the ordinary course of business consistent with past practice, with a per share price no less than the then-current market price of Stratex common stock and not subject to any accelerated vesting or other provision that would be triggered as a result of the consummation of the transactions contemplated by the combination agreement and/or termination of employment;
	•	adopt a plan of liquidation, dissolution, restructuring, recapitalization or other reorganization of Stratex or any of its subsidiaries other than any plan of dissolution of an indirect or direct wholly owned subsidiary of Stratex that is not an obligor or guarantor of indebtedness of a person other than Stratex or another wholly owned subsidiary of Stratex;
	•	take any action that would impair the ability of Harris or Merger Sub to vote or to otherwise exercise the rights and benefits of a stockholder with respect to, securities of Stratex acquired or controlled or to be acquired or controlled by Harris or Merger Sub as contemplated by the combination agreement or the ancillary agreements;
	•	take any action that is reasonably likely to result in any of the conditions to the contribution transaction or the merger not being satisfied; or
	•	agree or commit to do any of the foregoing.

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	Harris Interim Operating Covenants

	•	conduct the MCD business in the ordinary and usual course; and
	•	use their respective commercially reasonable efforts to preserve the MCD business and maintain MCD business’ existing relations and goodwill with government entities, customers, manufacturers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the present employees and agents of Harris and its subsidiaries that are engaged primarily in the MCD business.

	•	adopt or propose a change to the organizational documents of the subsidiaries to be contributed by Harris to Harris Stratex;
	•	merge or consolidate any of the subsidiaries to be contributed by Harris to Harris Stratex;
	•	acquire assets outside the ordinary course of business primarily related to or used primarily in connection with the MCD business with a value or price greater than $500,000, other than as provided for in Harris’ capital expenditures budget for the MCD business disclosed to Stratex, or the Harris budget;
	•	cause or permit the MCD business to enter into any new material line of business or distribute products other than the type of product that the MCD business is currently distributing;
	•	issue, sell, pledge, dispose of, grant, transfer, lease, license, guarantee, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any shares of capital stock of, or other equity interest in, the subsidiaries to be contributed by Harris to Harris Stratex, or securities convertible into, or exchangeable or exercisable for, any such shares of capital stock or other equity interest;
	•	create or incur any encumbrance material to the MCD business, other than in the ordinary course of business, on any of the contributed assets or assets or shares of the contributed subsidiaries valued in excess of $500,000;
	•	make any loans, advances or capital contributions to, or investments in, any person in excess of $500,000 in the aggregate related to the MCD business, except to, or in, Harris or any wholly owned subsidiary of Harris;
	•	make or authorize any capital expenditure (other than those specifically provided for in the Harris budget) in excess of $250,000 individually or regarding a related group of expenditures or $1,000,000 in the aggregate;
	•	enter into any material contract other than in the ordinary course of business;
	•	enter into any capital lease the obligations of which would be assumed liabilities on the closing date of the merger;
	•	change accounting policies or procedures that affect the MCD business, except as required by changes in GAAP or Regulation S-X, based upon the advice of its independent auditors;
	•	settle any pending or threatened civil, criminal or administrative actions, proceedings, suits, claims, litigations, arbitrations, investigations or other proceedings related to the MCD business for an amount to be paid by Harris or any of its subsidiaries in excess of $500,000 or which would be

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		reasonably likely to have any material adverse impact on the MCD business or provide an indemnity related to the MCD business other than pursuant to a contractual obligation;
	•	other than in the ordinary course of the MCD business, (1) amend or modify in any material respect, or terminate or waive any material right or benefit under, any material contract of Harris (other than as permitted under the combination agreement) or in respect of any pending or threatened civil, criminal or administrative actions, suits, claims, litigations, arbitrations, investigations or other proceedings related to the MCD business, or (2) cancel, modify or waive any debts, claims or rights held by it that are related to the MCD business, in each case having a value in excess of $500,000;
	•	sell, transfer, lease, license or otherwise dispose of any material property of Harris or its subsidiaries that would otherwise be contributed assets or contributed subsidiaries, except in the ordinary course of business;
	•	sell, lease, abandon, transfer, dispose of, license or grant material rights under any material intellectual property rights of Harris or any of its subsidiaries related to the MCD business or materially modify any of these existing rights, except in the ordinary course of business consistent with past practice, or enter into any settlement regarding (1) the infringement of any material intellectual property rights of Harris or any of its subsidiaries or (2) the breach of any license agreements governing use of material intellectual property;
	•	terminate, establish, adopt, enter into, make any new grants or awards under, amend or otherwise modify, or accelerate vesting or payment under any benefit plans of Harris or any of its subsidiaries to any employee of the MCD business or enter into any new employment or compensatory agreements or arrangements with, or increase the salary, wage, bonus or other compensation payable or to become payable to, any employee of the MCD business or consultants to the MCD business, except that (1) Harris may increase the base salary or wage of any employee of the MCD businesses other than the five most highly compensated employees of the MCD business in the ordinary course of business and enter into new employment or compensatory arrangements with newly hired persons if such person would not be one of the five most highly compensated employees of the MCD business and is hired in the ordinary course of business as a replacement and not as part of a plan for business development, (2) salary or wage increases and compensatory arrangements so permitted may not, in the aggregate, exceed $1,000,000, (3) Harris may grant to its newly hired employees of the MCD business options to purchase Harris stock or other Harris equity awards issued in the ordinary course of business consistent with past practice, with a per share price no less than the then-current market price of Harris common stock and not subject to any accelerated vesting or other provision that would be triggered as a result of the consummation of the transactions and/or termination of employment, (4) may terminate, establish, adopt, enter into, amend or otherwise modify any benefit plan of Harris or its subsidiaries, so long as such action is applied consistently to all employees of Harris who participate such plan and (5) make new grants or awards under any benefit plan of Harris or any of its subsidiaries to employees of the MCD business, so long as such grants or awards are part of a Harris-wide compensation review, and the review of the employees of the MCD business and any resulting grants or awards are made in the ordinary course of business and are consistent with awards made to employees who are allocated to other divisions of Harris;
	•	take any action that is reasonably likely to result in any of the conditions to the contribution transaction or the merger not being satisfied; or
	•	agree or commit to do any of the foregoing.

	Board Recommendation; Stratex Stockholder Meeting

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	No Solicitation of Acquisition Proposals by Stratex

	•	provide any confidential or non-public information or data to, or engage or participate in any discussions or negotiations with, any person relating to an acquisition proposal, or otherwise encourage or facilitate any effort or attempt by any person to make or implement an acquisition proposal;
	•	waive any provision of any confidentiality or standstill agreement that Stratex is a party to without the prior written consent of Harris; or
	•	make any change in the recommendation of the board of directors of Stratex to the Stratex stockholders to adopt the proposal relating to the adoption of the combination agreement and the approval of the merger and the other transactions contemplated by the combination agreement.

	•	comply with its disclosure obligations under Sections 14d-9 and 14e-2 of the Exchange Act and the rules created thereunder or make disclosures to Stratex common stockholders that the Stratex directors determine in good faith (after consultation with outside counsel) they are required to make to comply with their fiduciary duties to the Stratex common stockholders under the Delaware General Corporation Law or
	•	at any time prior to, but not after, the required vote by Stratex common stockholders is obtained:

	(A)	provide confidential or non-public information in response to a request by a person who has made an unsolicited bona fide written qualifying acquisition proposal;

	(B)	engage or participate in discussions or negotiations with any person who has made a qualifying acquisition proposal; or
	(C)	approve or recommend to the Stratex stockholders a qualifying acquisition proposal (or agree to take such action),

	•	with respect to clauses (A), (B) or (C) above, after consulting with outside legal counsel, the board of directors of Stratex determines in good faith that failing to take such action would constitute a breach by the Stratex directors of their fiduciary duties;
	•	with respect to clauses (A) or (B) above, Stratex enters into a confidentiality agreement with such person on terms substantially similar to those contained in the confidentiality agreement between Stratex and Harris;

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	•	with respect to clauses (B) or (C) above, (x) the board of directors of Stratex determines in good faith and after consulting with its financial advisors and outside counsel that the qualifying acquisition proposal is a superior proposal or, in the case of clause (B) only, is reasonably likely to lead to a superior proposal and (y) Stratex has provided five business days’ written notice in the case of the first qualifying acquisition proposal made by a person (or one business day’s written notice in the case of a subsequent qualifying acquisition proposal made by the same person) to Harris of Stratex’s or its board of directors’ intention to take the actions described in (B) or (C) and has complied with other notice provisions prescribed by the combination agreement.

	Additional Agreements

	•	Stratex will use its best efforts to have its affiliates execute the affiliate agreement contemplated by the combination agreement.

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	•	The board of directors of Stratex has agreed not to withdraw, modify, qualify in any adverse manner to Harris, its recommendation to the Stratex stockholders to approve the combination agreement or its approval of the combination agreement and the transactions provided by the combination agreement before the required vote by the Stratex stockholders is obtained unless:

	•	Stratex has provided written notice to Harris that the Stratex board intends to take such action, at least five business days have elapsed since the date on which Harris received such notice and Stratex has complied with the covenants regarding the notification of acquisition proposals, the provision of information to persons making alternative acquisition proposals and its agreement to negotiate in good faith with Harris after notifying Harris of the intention to consider an alternative acquisition proposal;
	•	the Stratex board has determined in good faith, after consulting with its outside legal counsel and financial advisors and taking into account any revised terms offered by Harris in writing after receiving notice from Stratex’s board that it intends to consider another proposal, that failing to take such action would be a breach by Stratex’s directors of their fiduciary duties under applicable law; and
	•	if such change in recommendation or approval is being made primarily as a result of an acquisition proposal, such acquisition proposal is a superior proposal.

	•	Harris has agreed to cause the consummation of the restructuring events disclosed to Stratex. In addition, all Harris intercompany liabilities (other than those solely among the subsidiaries to be contributed by Harris to Harris Stratex) will be extinguished and will terminate at the effective time of the merger without the payment of any consideration or any other action by any person.
	•	To the extent any subsidiary to be contributed by Harris to Harris Stratex transfers to Harris any of its assets which are not primarily related to or primarily used in connection with the MCD business prior to the closing of the contribution transaction, Harris will notify Stratex in advance of, and make available to Stratex in a timely manner for review all agreements, instruments and other documentation relating to such transfer.
	•	To the extent assignable without the insurer’s consent or any required consent is obtained, Harris will, or will cause its subsidiaries to, assign to Harris Stratex all rights of Harris or any of its subsidiaries regarding the liabilities to be assumed by Harris Stratex in the contribution transaction under third party insurance policies. In addition, if such rights are not assignable, Harris agreed to pay any insurance proceeds received by it or any of its subsidiaries regarding such liabilities to Harris Stratex promptly upon the receipt of the proceeds.
	•	Harris has agreed to, and will cause each of its subsidiaries that is a party to an ancillary agreement to, execute each ancillary agreement to the combination agreement to which it is a party, and Harris Stratex will execute and deliver each ancillary agreement at the closing.

	•	the adoption of the combination agreement by the Stratex stockholders;
	•	the authorization for listing on NASDAQ of Harris Stratex Class A common stock to be issued in the merger and reserved for issuance upon the exercise of stock options and awards and the conversion of the shares of Class B common stock, subject to official notice of issuance;
	•	the expiration or termination of the waiting period applicable to the merger and the contribution transaction under the HSR Act and the filing or receipt of all other governmental authorizations required to be made or obtained by Harris or Stratex other than those the failure of which to make

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		or obtain would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the results of operations, financial condition, cash flows, assets, liabilities or business of Harris Stratex and its subsidiaries, taken as a whole, following the closing or result in criminal liability or other material sanctions for any director or officer of Harris, Stratex or Harris Stratex;
	•	the effectiveness of the registration statement of which this proxy statement/ prospectus is a part, the absence of a stop order issued by the Securities and Exchange Commission suspending the effectiveness of that registration statement and the absence of any proceedings initiated for that purpose by the Securities and Exchange Commission;
	•	the absence of any law, order or injunction enacted, issued or promulgated by any court or government entity that is in effect and restrains or enjoins or otherwise prohibits consummation of the merger or the contribution transaction;
	•	the material accuracy of the representations and warranties made by Harris and Stratex and material compliance by Harris and Stratex with their respective obligations under the combination agreement;
	•	the execution and delivery by Harris and/or Harris Stratex of the additional agreements agreed as part of the combination agreement;
	•	that neither the Microwave Communications Division nor Stratex shall have been affected by any change that has had or would reasonably be expected to have a material adverse effect on that party, as described further in this proxy statement/ prospectus; and
	•	the receipt of an opinion by Harris from Sullivan & Cromwell and by Stratex by Bingham McCutchen on the completion date with respect to the tax treatment of the merger and the contribution transaction, as further described in this proxy statement/ prospectus.

	No Survival of Representations and Warranties

	Indemnification

	Indemnification of Harris

	•	any breach by Harris Stratex or any of its subsidiaries of any covenants of Harris Stratex contained in the combination agreement to be performed following the closing; however, any action or inaction approved by the board of directors of Harris Stratex will not be subject to indemnity under this paragraph if a majority of the directors of Harris Stratex at the time of such action or inaction were the initial Harris directors or otherwise elected or appointed by Harris or the directors of Harris Stratex appointed or elected by Harris,
	•	any liability assumed by Harris Stratex under the combination agreement;
	•	any liability arising out of or relating to the operation of the businesses or properties or liabilities of (1) Stratex prior to the closing or (2) Harris Stratex and/or any of its subsidiaries on or after the closing.

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	Indemnification of Harris Stratex

	•	any breach of the covenants contained in the combination agreement to be performed by Harris or any of its subsidiaries following the closing; or
	•	any asset or liability of Harris or its subsidiaries that is not transferred to or assumed by Harris Stratex as provided by the combination agreement.

	•	by mutual written consent of Harris and Stratex;
	•	by either Harris or Stratex if:

	•	the contribution transaction and the merger have not been consummated by March 31, 2007;
	•	the vote of the Stratex stockholders on the adoption of the contribution agreement has been held but the required vote was not obtained; or
	•	any law, order or injunction that prohibits the merger or the contribution transaction shall have become final and nonappealable;

	but the rights to terminate the combination agreement described above are not available to any party that has breached its obligations under the combination agreement in a manner that has proximately contributed to the occurrence giving rise to the termination right;

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	•	by Harris if:

	•	the board of directors of Stratex withdraws, modifies or qualifies its recommendation to the Stratex stockholders to adopt the combination agreement in any manner adverse to Harris or recommends or approves another acquisition proposal or fails to reconfirm its recommendation within five business days after a written request by Harris (but only prior to the Stratex stockholder vote);
	•	Stratex breaches its representations and warranties, covenants or agreements such that the closing condition relating thereto would not be satisfied and the breach cannot be cured or, if curable, is not cured within 30 days after written notice is given by Harris to Stratex;
	•	a vote on the adoption of the combination agreement by the Stratex stockholders has not been taken and completed by February 28, 2007; or
	•	Stratex materially breaches the provisions relating to its non-solicitation obligations under the combination agreement (but only prior to the Stratex stockholder vote);

	•	by Stratex if:

	•	Harris breaches its representations and warranties, covenants or agreements such that the closing condition relating thereto would not be satisfied and the breach cannot be cured or, if curable, is not cured within 30 days after written notice is given by Stratex to Harris; or
	•	at any time prior to the adoption of the combination agreement by the Stratex stockholders, in order for Stratex to enter into a definitive agreement with respect to a superior proposal but only if Stratex has not materially breached any of the terms of the combination agreement, the board of directors of Stratex has authorized Stratex to enter into the definitive agreement, Stratex has complied with the non-solicitation obligations under the combination agreement and, prior to the termination, Stratex has paid to Harris the termination fee payable under the combination agreement.

	•	a termination fee of $14.5 million immediately prior to, and as a condition of, any termination of the combination agreement by Stratex prior to the receipt of the required vote of the Stratex stockholders in order for Stratex to enter into a definitive agreement with respect to a superior proposal in accordance with the combination agreement;
	•	a termination fee of $14.5 million within two days after the date of termination if Harris terminates the combination agreement before the requisite vote of the Stratex common stockholders has been obtained because (1) the Stratex board of directors has made, or agreed to make, a change in recommendation regarding the merger or failed to reconfirm its recommendation of the combination agreement within five business days after a written request by Harris to do so or (2) Stratex has materially breached any of its obligations regarding acquisition proposals or board recommendation;
	•	up to $2 million of Harris’ documented out-of-pocket expenses incurred by Harris in connection with the combination agreement, the merger, the contribution transaction and the other transactions contemplated by the combination agreement no later than two days after being notified by Harris following the termination of the combination agreement:

	•	by either Harris or Stratex if the contribution transaction and the merger have not been consummated by March 31, 2007 unless (1) any of Stratex’s obligations to effect the merger (other than the condition that all the conditions to complete the contribution transaction have been satisfied or waived in writing) have not been satisfied (or, in the case of any such condition to be satisfied at the closing, capable of such satisfaction) or (2) there is a statute, law, ordinance, rule, regulation, judgment, order, writ, injunction, decree or award enacted, issued,

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		promulgated, enforced or entered by any government entity in effect and restraining, enjoining or otherwise prohibiting consummation of the merger, the contribution transaction or any of the other transactions contemplated by the combination agreement or (3) the only condition to Harris’ obligation to effect the contribution transaction that is not satisfied at the time of such termination (other than, in the case of any such conditions to be satisfied at the closing, those that are capable of such satisfaction) is that, since the date of the combination agreement, there has not been any event, occurrence, discovery or development that, individually or in the aggregate, has had, or would reasonably be expected to have, a Stratex material adverse effect, and the events, conditions or circumstances that caused such condition not to be satisfied were not, directly or indirectly, within the control of Stratex or any of its subsidiaries;
	•	by either Harris or Stratex if the vote on the adoption of the combination agreement by the Stratex stockholders was completed at the Stratex stockholders meeting and the requisite vote of Stratex common stockholders was not obtained;
	•	by Harris pursuant to a breach of any representation, warranty, covenant or agreement of the combination agreement by Stratex, or any such representation or warranty has become untrue or incorrect on any date subsequent to the date of the agreement, in each case in a manner that would cause the condition regarding its representations and warranties or its performance of its obligations not to be satisfied (assuming, except for cure purposes, any such subsequent date was the date of closing) and such breach or failure to be true or correct is not curable or, if curable, is not cured within 30 days after written notice is given by Harris to Stratex; or
	•	by Harris if a vote on the adoption of the combination agreement by Stratex stockholders has not been taken and completed by February 28, 2007

	but only if a bona fide acquisition proposal is made to Stratex or any of its subsidiaries or its stockholders or any person has publicly announced an intention (whether or not conditional) to make an acquisition proposal regarding Stratex or any of its subsidiaries and the combination agreement is subsequently terminated as described above.

	•	a termination fee of $14.5 million on or prior to Stratex’s consummation of any acquisition proposal by Stratex, but only if a bona fide acquisition proposal was made to Stratex or any of its subsidiaries or its stockholders or any person publicly announced an intention (whether or not conditional) to make an acquisition proposal regarding Stratex or any of its subsidiaries and the combination agreement was subsequently terminated under the circumstances obligating Stratex to pay Harris up to $2 million of its out-of-pocket expenses and Stratex:

	•	consummates any acquisition proposal with any person during the twelve-month period immediately following the termination of the combination agreement; or
	•	enters into a definitive agreement for any acquisition proposal with any person during such twelve-month period and (1) consummates such acquisition proposal with such person within the twenty-four-month period immediately following the termination of the combination agreement or (2) consummates any acquisition proposal with any other person within the twenty-seven-month period immediately following the termination of the combination agreement.

	Any amounts of the out-of-pocket expenses incurred by Harris previously reimbursed by Stratex under the combination agreement will offset the $14.5 million termination fee owed by Stratex.

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	Voluntary Exchange Rights

	•	any outstanding shares of Harris Stratex Class A common stock held by the holder for an equal number of shares of Class B common stock or
	•	any outstanding shares of Harris Stratex Class B common stock held by the holder for an equal number of shares of Class A common stock.

	Mandatory Exchange Rights

	•	the holders of all of the outstanding shares of Harris Stratex Class B common stock (assuming that all of the outstanding shares of Harris Stratex Class A common stock which are then exchangeable for shares of Harris Stratex Class B common stock have been exchanged as described under “— Voluntary Exchange Rights” above) are collectively entitled to cast less than 10% of the total voting power; or
	•	such Harris Stratex Class B common stock is transferred by a holder to any person who is not an affiliate of the holder or nominee of the holder or one of its affiliates unless such transfer is part of transfer by the holder and its affiliates of all of the shares of Harris Stratex Class B common stock then owned by them.

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	Initial Board of Directors

	If the Harris Stratex Class B Common Stock Constitutes a Majority

	•	Harris Stratex will rely on the “controlled company” exemption under the NASDAQ rules which provides that if more than 50% of the voting power of a company listed on NASDAQ is held by another company, the NASDAQ listed company is not required to comply with certain director independence requirements that it would otherwise be subject to;
	•	there will be nine directors of Harris Stratex;
	•	the holders of Harris Stratex Class B common stock will be permitted to elect five of the Harris Stratex directors separately as a class; and
	•	the quorum for action by the board of directors of Harris Stratex will be a majority of the board of directors of Harris Stratex, which majority must include at least four Class B directors.

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	If the Harris Stratex Class B Common Stock Constitutes Less than a Majority

	Removal and Vacancies

	Committees

	Voting Requirements

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	•	engage in the same or similar activities or lines of business as Harris Stratex or any of its subsidiaries or develop or market any products or services that compete, directly or indirectly, with those of Harris Stratex or any of its subsidiaries;
	•	invest or own any interest in, or develop a business relationship with, any entity or person engaged in the same or similar activities or lines of business as, or otherwise in competition with, Harris Stratex or any of its subsidiaries;
	•	do business with any client or customer of Harris Stratex or any of its subsidiaries; or
	•	employ or otherwise engage any former officer or employee of Harris Stratex or any of its subsidiaries.

	•	will have any duty to communicate, offer or present the corporate opportunity to Harris Stratex or any of its subsidiaries, directors, officers or employees;

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	•	will have any liability to Harris Stratex, any of its subsidiaries or any of their stockholders for breach of any fiduciary duty or other duty, as a stockholder, director, officer or employee of Harris Stratex or any of its subsidiaries or in any other capacity; or
	•	will be deemed to have acted (x) in bad faith, (y) in a manner inconsistent with the best interests of Harris Stratex, any of its subsidiaries or any of their stockholders or (z) in a manner inconsistent with, or opposed to, any fiduciary duty owed by them to Harris Stratex, any of its subsidiaries or any of their stockholders because any Harris person or entity pursues or acquires the corporate opportunity for itself, directs the corporate opportunity to any of its affiliates or any third party, or does not communicate information regarding the corporate opportunity to Harris Stratex or any of its subsidiaries, directors, officers or employees.

	•	pursuant to preemptive rights provided to Harris Stratex further described below;
	•	unless approved in advance by a majority of the non-Harris directors; and
	•	as a result of actions taken by Harris Stratex that do not increase or decrease Harris’ percentage of total voting power which Harris and its affiliates are entitled to cast in respect of all classes of capital stock or securities of Harris Stratex then outstanding and entitled to vote generally in the election of Class A directors (including the holders of Harris Stratex Class B common stock) beneficially owned by Harris.

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	Access to Information; Financial, Accounting and Disclosure Matters

	Auditors

	Option Exercise

	Termination

	Assignment

	Subsidiaries and Affiliates

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	•	engage, directly or indirectly, in the restricted business (as defined below);
	•	form any person other than Harris Stratex and its subsidiaries, any such person a “covered person”, or change or extend the current business activities of any existing covered person for the purpose of engaging, directly or indirectly, in the restricted business; or
	•	invest, directly or indirectly, in any covered person engaged, directly or indirectly, in the restricted business in any material respect;

	•	collectively own less than 20% of the total equity interests in any covered person engaged in the restricted business as long as none of the employees of Harris or any of its subsidiaries is involved in the management of such covered person;
	•	participate as a passive investor with no management rights in any investment fund that holds an ownership interest in covered persons engaged in the restricted business that is managed by persons that are not affiliates of Harris (1) with any employee benefit or retirement plan funds and (2) with any other funds subject, in the case of this clause (2) only, to a maximum interest in such investment fund of 15%; and
	•	acquire a covered person or business unit of a covered person engaged in the restricted business if (1) the restricted business contributed less than 20% of such covered person’s or business unit’s, as applicable, total revenues (based on its latest annual audited financial statements, if available) and (2) such covered person or Harris, as applicable, divests or ceases to conduct the restricted business within 18 months after the acquisition date.

	•	purchasing and reselling products produced by, and marked with the brands of, an unaffiliated person in connection with the sale, service, design or maintenance of a system that contains or uses microwave radios or related components, systems or services; or
	•	developing, manufacturing, distributing or selling microwave radios or related components, systems or services for use by government entities.

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	Contributed Trade Secrets and Copyrights

	Assignment of Contributed Trade Secrets to Harris Stratex

	License Back to Harris and its Subsidiaries and Sublicense of Contributed Trade Secrets

	Licensed Trade Secrets

	Trade Secrets Licensed to Harris Stratex

	Right to Sublicense Licensed Trade Secrets

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	Patent Assignment and Licenses

	Assignment of Contributed Patents to Harris Stratex

	Licensed Patents

	License Back to Harris and its Subsidiaries

	Right to Sublicense Licensed Patents

	Other Provisions

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	Term

	Assignability

	Grant of Trademark License

	•	With respect to the packaging, marketing, sale, licensing, distribution and support of the products of the MCD business (including products that have been partially manufactured) existing as of the closing date, with certain limitations, for one year from the closing date of the proposed transactions, Harris Stratex will be permitted to use the licensed trademark and the stylized mark in the same manner as they were used in the MCD business by Harris and its subsidiaries immediately prior to the closing date of the proposed transactions; and
	•	With respect to any Harris Stratex business products and marketing and promotional material and packaging produced after the closing of the proposed transactions, Harris Stratex may only use the licensed trademark if the licensed trademark is used as part of the “HARRIS” portion of a combined “HARRIS STRATEX” trademark as provided in the trademark and trade name agreement.

	Grant of Trade Name License

	Other Provisions

	No Transfers; No Sublicensing

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	Other Trademarks and Trade Names

	Quality Control

	Ownership and Compliance

	Term

	•	Harris Stratex and its subsidiaries materially default in performing any of the terms and conditions of the trademark and trade name license agreement and fail to remedy the material default within 30 days of written notice, subject to additional provisions relating to Harris Stratex’s efforts and ability to remedy any material breach;
	•	Upon written notice to Harris Stratex in the event that Harris Stratex or any of its subsidiaries are adjudged bankrupt, become insolvent, make an assignment for the benefit of creditors, have a receiver or trustee appointed, file a petition for bankruptcy, or initiate reorganization proceedings or take steps toward liquidation of a substantial part of its property or assets; or
	•	Upon six months written notice to Harris Stratex at any time Harris no longer is entitled to cast majority of the total number of votes then entitled to be cast generally in the election of Class A directors of Harris Stratex.

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	Services

	Exceptions to Harris’ Obligation to Perform

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	Cost of Services

	•	all internal costs allocated to the maximum extent reasonably practicable to providing the service on a fully allocated basis consistent with current charges to the MCD business, and
	•	any additional out-of-pocket costs or expenses incurred by Harris in connection with providing the service, including without limitation, payments or costs for an ongoing license, grant or provision of rights or services.

	Term

	Termination

	By Default

	By Harris Stratex

	Assignment

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	Indemnification

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	•	Securities that may be registered under the agreement include (1) Harris Stratex Class A and Class B common stock or other securities acquired by Harris from Harris Stratex, (2) any securities issued or distributed regarding, or in exchange for, any such Class A or Class B common stock or securities (whether directly or indirectly or in one or a series of transactions) pursuant to any reclassification, merger, consolidation, reorganization or other transaction or procedure and (3) any securities issued or distributed regarding, or in exchange for, any securities described in clause (2) or this clause (3) (whether directly or indirectly or in one or a series of transactions) pursuant to any reclassification, merger, consolidation, reorganization or other transaction or procedure, other than, in the case of each of clauses (1), (2) and (3), any such securities that:

	•	have been offered and sold pursuant to a registration statement that has become effective under the Securities Act;
	•	have been transferred in compliance with Rule 144 under the Securities Act (or any successor provision thereto) under circumstances after which such registrable securities became freely transferable without registration under the Securities Act and any legend relating to transfer restrictions under the Securities Act has been removed; or
	•	are transferable pursuant to paragraph (k) of Rule 144 (or any successor provision thereto).

	•	Harris is permitted two shelf registrations upon request but solely for use in connection with delayed underwritten offerings;
	•	Harris is permitted four non-shelf demand registration statements relating to underwritten offerings that have become effective and that covered all the registrable securities requested to be included;
	•	Any demand for registration must be in respect of securities with a market value of at least $50 million based on the then prevailing market price, represent at least 5% of the outstanding Harris Stratex common stock or represent all of the securities that can be registered under the agreement by a holder and its affiliates;
	•	Harris is entitled to customary piggyback registration rights; and
	•	Harris Stratex has the right to postpone (or, if necessary or advisable, withdraw) the filing, or delay the effectiveness of a registration statement or offers and sales of applicable securities registered under a shelf demand registration statement if its board of directors determines in good faith that such registration would interfere with any pending financing, acquisition, corporate reorganization or other corporate transaction involving Harris Stratex or any of its subsidiaries, or would otherwise be seriously detrimental to Harris Stratex and its subsidiaries, taken as a whole, and furnishes to the electing holders of registrable shares a copy of a resolution of its board of directors setting forth such determination; provided, however, that Harris Stratex may not postpone a demand registration or offers and sales of applicable securities under a shelf demand registration statement more than once in any twelve-month period and that no single postponement shall exceed 90 days in the aggregate.

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	Guy M. Campbell Class of Director: Class B Director Appointed By: Harris Corporation

	Howard L. Lance Class of Director: Class B Director Appointed By: Harris Corporation

Mr. Lance, 50, is the Chairman of the Board, President and Chief Executive Officer of Harris. Mr. Lance joined Harris in January 2003 as President and Chief Executive Officer and was appointed Chairman in June 2003. Prior to joining Harris, Mr. Lance was President of NCR Corporation, an information technology services provider, and Chief Operating Officer of its Retail and Financial Group from July 2001 until October 2002. Prior to joining NCR, he spent 17 years with Emerson Electric Company, an electronic products and systems company, where he held increasingly senior management positions with different divisions of the company. In 1999, Mr. Lance was named Executive Vice President with operating responsibility for its Electronics and Telecommunications businesses. Earlier, Mr. Lance held sales and marketing positions with the Scott-Fetzer Company and Caterpillar, Inc. Mr. Lance has been a member of the board of directors of Harris since January 2003. Mr. Lance is also a director of Eastman Chemical Company and serves on the Board of Trustees of the Aerospace Industries Association, the Manufacturers Alliance/ MAPI, Inc., the Florida Council of 100, the United Way of Brevard County and the Florida Institute of Technology.

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	Eric C. Evans Class of Director: Class B Director Appointed By: Harris Corporation

Mr. Evans, 54, is the Chairman of the Board of Directors, co-Chief Executive Officer, and Representative Executive Director of D&M Holdings Inc., a leading global provider of premium consumer audio and video electronics. D&M is publicly traded on the Tokyo Stock Exchange. He is also an industrial partner in the private equity firm Ripplewood Holdings LLC. Prior to joining Ripplewood in November 2005, Mr. Evans was President and Chief Operating Officer of Diebold, Inc., a $2.6-billion global technology product and services company from 2003 to 2005. From 1987 to 2003, Mr. Evans was a group vice president in the climate technologies area of Emerson, an industrial technology and engineering leader. At Emerson, Mr. Evans also served in a variety of senior executive roles for Emerson’s Copeland Division including President of International, Senior Vice President, and Chief Financial Officer.

	William A. Hasler Class of Director: Class A Director Appointed By: Stratex Networks, Inc.

Mr. Hasler, 64, is the Chairman of the Board of Directors of Solectron Corporation. Mr. Hasler has served as Chairman since 2003 and has been a member of its board of directors since 1998. He has also been a member of the board of directors of Stratex since August of 2001 and currently serves as the Chairman of its Nominating and Corporate Governance Committee and on its Audit Committee. From 1998 to 2003, Mr. Hasler was co-Chief Executive Officer and a director of Aphton Corp., a biopharmaceutical company. From 1991 to 1998, Mr. Hasler was the Dean of both the Graduate and Undergraduate Schools of Business at the University of California, Berkeley. Prior to his deanship at UC Berkeley, Mr. Hasler was the Vice Chairman of KPMG Peat Marwick. Mr. Hasler also serves on the boards of directors of Ditech Communications Corp., a supplier of telecommunications equipment, Genitope Corporation, a biopharmaceutical company, Technical Olympic USA, Inc., a leading homebuilder and financial services company, and Mission West Properties, a REIT engaged in the management, leasing, marketing, development and acquisition of commercial R&D properties. He is also a trustee of the Schwab Funds.

	Clifford H. Higgerson Class of Director: Class A Director Appointed By: Stratex Networks, Inc.

Mr. Higgerson, 67, has served as a member of the board of directors of Stratex since March 2006 and currently sits on its Compensation and Strategic Business Development Committees. He has more than 35 years experience in research, consulting, planning and venture investing primarily in the telecommunications industry, with an emphasis on carrier systems and equipment. In 2006 he became a partner with Walden International, a global venture capital firm focused in the four key industry sectors: communications, electronics/digital consumer, software & IT services and semiconductors. Mr. Higgerson was a founding partner of ComVentures from 1986 to 2005, and has been a general partner of Vanguard Venture Partners since 1991. He began his career as Director of Research for Hambrecht & Quist and later became Director of the communications group at L.F. Rothschild, Unterberg, Towbin. Mr. Higgerson’s investments and directorships have included Astute Networks, Hatteras Networks, Kotura, Lambda Optical Systems, Ygnition, Xtera Communications, Advanced Fibre Communications, America Online, Ciena and Digital Microwave Corporation (now known as Stratex).

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	Charles D. Kissner Class of Director: Class A Director Appointed By: Stratex Networks, Inc.

	Dr. Mohsen Sohi Class of Director: Class B Director Appointed By: Harris Corporation

Dr. Sohi, 47, has served since 2003 as President and Chief Executive Officer of Freudenberg-NOK, a privately-held joint venture partnership between Freudenberg & Co. of Germany and NOK Corp. of Japan, the world’s largest producer of elastomeric seals and custom molded products for automotive and other applications. From 2001 through 2003, he was President, Retail Store Automation Division of NCR Corporation and from 1986 through 2001, he served in various senior positions at Honeywell/ Allied Signal Inc., including President, Honeywell Electronic Materials and President, Honeywell Commercial Vehicle Systems.

	Dr. James C. Stoffel Class of Director: Class B Director Appointed By: Harris Corporation

Dr. Stoffel, 60, currently serves on the board of directors of Harris where he has been a member since August 2003 and sits on its Finance Committee and Management Development and Compensation Committee. Prior to his retirement, Dr. Stoffel was Senior Vice President, Chief Technical Officer and Director of Research and Development of Eastman Kodak Company, a film and digital imaging company. He held this position from 2000 to April 2005. He joined Kodak in 1997 as Vice President, Director Electronic Imaging Products Research and Development and became Director of Research and Engineering in 1998. Prior to joining Kodak, he was with Xerox Corporation where he began his career in 1972. His most recent position with Xerox was Vice President, Corporate Research and Technology. He is currently Chairman of the Board of Aster Wireless, Inc. Dr. Stoffel is also a trustee of the George Eastman House museum. He serves on the Advisory Board for Research and Graduate Studies at the University of Notre Dame and is Chairman of the Board of the Information Technologies Industries Association and a member of the advisory board of ASTRI, Hong Kong.

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	Edward F. Thompson Class of Director: Class A Director Appointed By: Stratex Networks, Inc.

Mr. Thompson, 69, has served as a member of the board of directors of Stratex since November 2002. He currently chairs its Audit Committee and serves on its Nominating and Corporate Governance Committee. Mr. Thompson has been a consultant to Fujitsu Labs of America since 2002. From 1976 to 1994, he held executive positions at Amdahl Corporation, including Chief Financial Officer and Corporate Secretary and Chairman and CEO. Mr. Thompson also held positions at U.S. Leasing International, Inc., Computer Sciences Corporation, IBM and Lockheed Missiles and Space Company. Mr. Thompson has served as a director or advisor to a number of companies including Fujitsu, Ltd. and several of its subsidiaries, SonicWALL Inc. and ShoreTel, Inc., a voice-over-IP PBX company. He is on the advisory boards of Diamondhead Ventures, LLP and Santa Clara University’s Leavey School of Business.

	Guy M. Campbell Position at Harris Stratex: Chief Executive Officer Current Position: President, Microwave Communications Division, Harris Corporation

	Sarah A. Dudash Position at Harris Stratex: Chief Financial Officer Current Position: Vice President and Controller, Microwave Communications Division, Harris Corporation

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	Robert W. Kamenski Position at Harris Stratex: Corporate Controller Current Position: Corporate Controller, Stratex Networks, Inc.

Mr. Kamenski, 52, joined Stratex in March 2006 as Corporate Controller. Prior to joining Stratex he was Vice President of Finance for GoRemote Internet Communications, Inc. from April 2004 to February 2006, and Chief Financial Officer for Iridex Corporation from March 1997 to August 2003. Earlier in his career, Mr. Kamenski also held various management positions at Tandem Computers (now a division of Hewlett Packard) and was an audit supervisor for Touche Ross & Co. (now combined with Deloitte and Touche LLP). He is a member of the American Institute of CPAs and the Silicon Valley Chapter of Financial Executives International. Mr. Kamenski received an M.B.A. from Santa Clara University and holds a B.B.A. degree in Accounting from the University of Wisconsin, Milwaukee.

	Thomas H. Waechter Position at Harris Stratex: Chief Operating Officer Current Position: Chief Executive Officer, Stratex Networks, Inc.

Mr. Waechter, 54, became President and Chief Executive Officer of Stratex effective May 18, 2006. Mr. Waechter joined the board of directors of Stratex as an independent director on December 1, 2005. He is a technology veteran with more than twenty years experience. Mr. Waechter held a number of senior management roles over 14 years at Schlumberger Ltd., an international services company. Recently, he served as President and Chief Executive Officer of REMEC, a wireless communications manufacturer. Prior to that, Mr. Waechter was President and Chief Executive Officer of Spectrian Corporation, which was acquired by REMEC. Mr. Waechter currently serves on the Endowment Board of the College of William and Mary. He has a bachelor’s degree in business administration from the College of William and Mary in Virginia.

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	•	Nonstatutory stock options and incentive stock options, or stock options, are rights to purchase Harris Stratex Class A common stock. A stock option may be immediately exercisable or become exercisable in such installments, cumulative or non-cumulative, as the committee may determine. A stock option may be exercised by the recipient giving written notice to Harris Stratex, specifying the number of shares with respect to which the stock option is then being exercised, and accompanied by payment of an amount equal to the exercise price of the shares to be purchased. The purchase price may be paid by cash, check, by delivery to Harris Stratex (or attestation of

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		ownership) of shares of Harris Stratex Class A common stock (with some restrictions), or through and under the terms and conditions of any formal cashless exercise program authorized by Harris Stratex.
	•	Incentive stock options may be granted only to eligible employees of Harris Stratex or any parent or subsidiary corporation and must have an exercise price of not less than 100% of the fair market value of the Harris Stratex Class A common stock on the date of grant (110% for incentive stock options granted to any 10% stockholder of Harris Stratex). In addition, the term of an incentive stock option may not exceed seven years (five years, if granted to any 10% stockholder. Nonstatutory stock options must have an exercise price of not less than 100% of the fair market value of the Harris Stratex Class A common stock on the date of grant and the term of any nonstatutory stock option may not exceed seven years. In the case of an incentive stock option, the amount of the aggregate fair market value of Harris Stratex Class A common stock (determined at the time of grant) with respect to which incentive stock options are exercisable for the first time by an employee during any calendar year (under all such plans of his or her employer corporation and its parent and subsidiary corporations) may not exceed $100,000.
	•	Stock appreciation rights, or SARs, are rights to receive (without payment to Harris Stratex) cash, property or other forms of payment, or any combination thereof, as determined by the committee, based on the increase in the value of the number of shares of Harris Stratex Class A common stock specified in the SAR. The base price (above which any appreciation is measured) will in no event be less than 100% of the fair market value of Harris Stratex Class A stock on the date of grant of the SAR or, if the SAR is granted in tandem with a stock option (that is, so that the recipient has the opportunity to exercise either the stock option or the SAR, but not both), the exercise price under the associated stock option.
	•	Awards of restricted stock are grants or sales of Harris Stratex Class A common stock which are subject to a risk of forfeiture, such as a requirement of the continued performance of services for stated term or the achievement of individual or Harris Stratex performance goals. Awards of restricted stock include the right to any dividends on the shares pending vesting (or forfeiture), although the committee may determine, at the time of the award, that dividends will be deferred and, if dividends are deferred, the committee may determine that the deferred dividends will be reinvested in additional restricted stock.
	•	Awards of restricted stock units and performance units are grants of rights to receive either shares of Harris Stratex Class A common stock (in the case of restricted stock units) or the appreciation over a base value (as specified by the committee) of a number of shares of Harris Stratex Class A common stock (in the case of performance stock units) subject to satisfaction of service or performance requirements established by the committee in connection with the award. Such awards may include the right to the equivalent to any dividends on the shares covered by the award, which amount may in the discretion of the committee be deferred and paid if and when the award vests.
	•	Qualified performance-based awards are awards which include performance criteria intended to satisfy Section 162(m) of the code. Section 162(m) of the code limits Harris Stratex’s federal income tax deduction for compensation to certain specified senior executives to $1 million dollars, but excludes from that limit “performance-based compensation.” Qualified performance-based awards may be in the form of stock options, restricted stock, restricted stock units or performance units, but in each case will be subject to satisfaction of one of the following criteria, either individually, alternatively or in any combination, applied to either Harris Stratex as a whole or to a business unit or affiliate, either individually, alternatively, or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the committee in the award:

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cash flow (before or after dividends)		earnings per share (including, without limitation, earnings before stock based compensation, profit sharing, interest, taxes, depreciation and amortization)
stock price		return on equity
stockholder return or total stockholder return		return on capital (including without limitation return on total capital or return on invested capital)
return on investment		return on assets or net assets
market capitalization		economic value added
debt leverage (debt to capital)		revenue
sales or net sales		backlog
income, pre-tax income or net income		operating income, pre-tax income, or net income
operating profit, net operating profit or economic profit		gross margin, operating margin or profit margin
return on operating revenue or return on operating assets		cash from operations
operating ratios		patent applications and patent awards
working capital ratios
market share improvement customer service		general and administrative expenses

Qualified performance-based awards in the form of stock options must have an exercise price which is not less than 100% of the fair market value of Harris Stratex Class A common stock on the date of grant. No payment or other amount will be available to a recipient of a qualified performance- based award except upon the committee’s determination that particular goal or goals established by the committee for the criteria (from among those specified above) selected by the committee have been satisfied.

	•	A stock grant is a grant of shares of Harris Stratex Class A common stock not subject to restrictions or other forfeiture conditions. Stock grants may be awarded only in recognition of significant contributions to the success of Harris Stratex or its affiliates, in lieu of compensation otherwise already due, or in other limited circumstances which the committee deems appropriate.

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	Amendments to the 2007 Plan

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	•	Increase in Global Wireless Subscribers and Minutes of Use. The number of global wireless subscribers and minutes of use per subscriber are expected to continue to increase. The primary drivers include increased subscription, increased voice minutes of use per subscriber and the growing use by subscribers of data applications. Third generation data applications have been introduced in the developed countries and this has fueled an increase in minutes of data use. Harris Stratex believes that growth as a result of new data services will continue for the next several years.
	•	Increased establishment of mobile and fixed wireless telecommunications infrastructures in developing countries. In parts of the world, telecommunications services are inadequate or unreliable because of the lack of existing infrastructures. To service providers in developing countries seeking to increase the availability and quality of telecommunications and internet access services, wireless solutions are an attractive alternative to the construction or leasing of wireline networks, given their relatively low cost and ease of deployment. As a result, there has been an increased establishment of mobile and fixed wireless telecommunications infrastructures in developing countries. Emerging telecommunications markets in Africa, Asia, the Middle East, Latin America and Eastern Europe are characterized by a need to build out basic telecommunications systems.
	•	Technological advances, particularly in the wireless telecommunications market. The demand for cellular telephone and other wireless services and devices continues to increase due to technological advances and increasing consumer demand for connectivity to data and voice services. New mobile-based services based upon what is commonly referred to as “third-generation” technology is also creating additional demand and growth in mobile networks and their associated infrastructure. The demand for fixed broadband access networks has also increased due to data transmission requirements resulting from Internet access demand. Similar to cellular telephone networks, wireless broadband access is typically less expensive to install and can be installed more rapidly than a wireline or fiber alternative. New and emerging services such as WiMAX are expected to expand over the next several years. Both WiMAX and new high-speed mobile-based technology can be used for a number of applications, including “last mile” broadband connections, hotspots and cellular backhaul, and high-speed enterprise connectivity for business.
	•	Global deregulation of telecommunications market and allocation of radio frequencies for broadband wireless access. Regulatory authorities in different jurisdictions allocate different portions of the radio frequency spectrum for various telecommunications services. Many countries have privatized the state-owned telecommunications monopoly and opened their markets to competitive network service providers. Often these providers choose a wireless transmission service, which causes an increase in the demand for transmission solutions. Such global deregulation of the telecommunications market and the related allocation of radio frequencies for broadband wireless access transmission have led to increased competition to supply wireless-based transmission systems.

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	•	Continuing fixed-line to mobile-line substitution;
	•	Private networks and public telecommunications operators building high-reliability, high-bandwidth networks that are more secure and better protected against natural and man-made disasters;
	•	Continuing global mobile operator consolidation; and
	•	The Federal Communications Commission, or FCC, mandated a 2 GHz relocation project designed to resolve a public safety interference problem. The project includes the relocation of 12 federal agencies and a significant amount of microwave radio content. The FCC has mandated that most television broadcasters, fixed link service users and others who operate within the 1990 — 2110 MHz spectrum band replace and/or upgrade their 2 GHz transmission facilities by September 7, 2007 to operate within the 2025 — 2110 MHz spectrum band. In exchange, the FCC will relinquish spectrum at 700 and 800 MHz and pay them cash.

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			Six Months Ended				Twelve Months Ended				Twelve Months Ended
			June 30, 2007				June 30, 2008				June 30, 2009
Revenue			$	141,000			$	307,000			$	350,947
Product costs				85,125				186,055				212,674
Other costs				7,350				15,371				14,403
Total cost of goods sold				92,475				201,426				227,077
Gross margin				48,525				105,574				123,870
	Gross margin percentage			34.4%				34.4%				35.3%
Research and development				8,210				16,960				17,592
Sales and marketing				17,788				37,384				37,753
General and administrative				9,497				22,649				24,840
Total operating expense				35,495				76,993				80,185
Operating income				13,030				28,581				43,685
Interest and other				(1,600	)			(3,200	)			(3,200	)
Pre-tax income				11,430				25,381				40,485
Income tax				1,000				2,000				2,000
Net income				10,430				23,381				38,485
Cash flow from operations, investments and financings				3,902				5,206				22,892

	•	Year over year, the revenue growth rates included in these projections are 13% from fiscal year 2006 to fiscal year 2007, 13% from fiscal year 2007 to fiscal year 2008 and 14% from fiscal year 2008 to fiscal year 2009.

	•	The market growth rate for the Stratex addressable global market is 12% to 15% which assumes strong growth in the provisioning of basic services in developing countries building basic telecom infrastructure.
	•	Year over year, gross margin as a percent of sales improves as cost reductions are achieved through design improvements and reduced manufacturing costs that will exceed declines in average selling prices. In addition, manufacturing costs and average selling prices will decline at rates that are consistent with Stratex’s recent operating history.
	•	Operating expenses as a percentage of sales decrease from 25.1% in fiscal year 2008 to 22.8% in fiscal year 2009 as Stratex is able to utilize existing infrastructure to support increased revenues and invest in new product innovation and market expansion.
	•	Operating income leverage is gained by the increased volumes at increased gross margin contribution rates.
	•	Other income expense for Stratex is composed primarily of interest income and expense and foreign currency hedging costs.
	•	A low income tax rate for Stratex based on its history of net operating losses.
	•	Modest cash flow levels for fiscal year 2007 and fiscal year 2008 and increases in fiscal year 2009 as a result of a large reduction in debt obligations.

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	•	Other key assumptions:

	•	Stratex’s suppliers will be able to expand their capacity, enabling Stratex to fulfill growing product demand while reducing their manufacturing costs and providing higher volume discounts; and
	•	Political and economic conditions in key international markets will remain similar to current conditions.

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		Q2 FY 2007				Q1 FY 2007				Q4 FY 2006				Q3 FY 2006				Q2 FY 2006				Q1 FY 2006
Gross margin			30.9%				30.0%				30.7%				29.2%				26.8%				23.0%

	Revenue Recognition

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	Provision for Warranty

	Inventories

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	Valuation of Long-Lived Assets

	Valuation of Intangible Assets

	Restructuring and Impairment Charges

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	Provision for Uncollectible Receivables

	•	a customer’s ability to meet and sustain its financial commitments;
	•	a customer’s current and projected financial condition; and
	•	the positive or negative effects of the customer’s current and projected industry outlook.

	Deferred Taxes

	Three and Six Months Ended September 30, 2006 Versus Three and Six Months Ended September 30, 2005

	Revenues

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		Three Months Ended September 30,																Six Months Ended September 30,
						% of								% of								% of								% of
		2006				Total				2005				Total				2006				Total				2005				Total
United States		$	2,000				3	%		$	3,820				7	%		$	4,159				3	%		$	6,194				6	%
Other Americas			4,602				7	%			6,831				12	%			9,228				7	%			13,564				12	%
Poland			4,607				7	%			6,743				12	%			5,677				4	%			11,800				10	%
Other Europe			14,745				22	%			8,052				14	%			33,613				25	%			25,089				22	%
Middle East			1,167				2	%			5,168				9	%			10,018				8	%			8,589				8	%
Thailand			3,324				5	%			4,053				7	%			4,770				4	%			11,724				11	%
Bangladesh			1,823				3	%			9,123				16	%			2,896				2	%			13,258				12	%
Other Asia/ Pacific			7,145				10	%			4,263				8	%			19,238				14	%			9,178				8	%
Ghana			10,880				16	%			1,166				2	%			17,335				13	%			2,994				3	%
Tanzania			6,760				10	%			54				0	%			9,976				8	%			65				0	%
Other Africa			10,226				15	%			7,281				13	%			16,606				12	%			8,971				8	%
Total Revenues		$	67,279				100	%		$	56,554				100	%		$	133,516				100	%		$	111,426				100	%

		Three Months Ended September 30,																Six Months Ended September 30,
						% of								% of								% of								% of
		2006				Total				2005				Total				2006				Total				2005				Total
Eclipse		$	49,161				85	%		$	30,798				65	%		$	100,121				86	%		$	55,547				58	%
Velox			1,874				3	%			2,184				4	%			3,404				3	%			3,145				3	%
DXR			1,500				3	%			4,663				10	%			3,207				3	%			11,253				12	%
XP4			3,092				5	%			3,192				7	%			4,992				4	%			12,705				13	%
Other products			2,103				4	%			6,430				14	%			5,194				4	%			12,979				14	%
Total revenue		$	57,730				100	%		$	47,267				100	%		$	116,918				100	%		$	95,629				100	%
Operating income (loss)		$	138				(0	)%		$	(2,153	)			(5	)%		$	1,292				1	%		$	(6,153	)			(6	)%

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		Three Months Ended September 30,																Six Months Ended September 30,
						% of								% of								% of								% of
		2006				Revenue				2005				Revenue				2006				Revenue				2005				Revenue
Field service revenue		$	6,746							$	6,301							$	10,916							$	9,623
Operating income			814				12	%			423				7	%			1,098				10	%			193				2	%
Repair revenue			2,803								2,986								5,682								6,174
Operating income			891				32	%			1,013				34	%			1,766				31	%			2,149				35	%
Total service revenue		$	9,549							$	9,287							$	16,598							$	15,797
Total operating income		$	1,705				18	%		$	1,436				15	%		$	2,864				17	%		$	2,342				15	%

	Gross Profit

		Three Months Ended September 30,																Six Months Ended September 30,
						% of Net								% of Net								% of Net								% of Net
		2006				Sales				2005				Sales				2006				Sales				2005				Sales
														(in thousands)
Net sales		$	67,279				100	%		$	56,554				100	%		$	133,516				100	%		$	111,426				100	%
Cost of sales			46,512				69	%			41,386				73	%			92,877				70	%			83,657				75	%
Gross profit		$	20,767				31	%		$	15,168				27	%		$	40,639				30	%		$	27,769				25	%

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	Research and Development

		Three Months Ended								Six Months Ended
		September 30,								September 30,
		2006				2005				2006				2005
						(in thousands)
Research and development		$	4,299			$	3,703			$	8,883			$	7,404
% of net sales			6.4	%			6.5	%			6.7	%			6.6	%

	Selling, General and Administrative

		Three Months Ended								Six Months Ended
		September 30,								September 30,
		2006				2005				2006				2005
						(in thousands)
Selling, general and administrative		$	14,625			$	12,182			$	27,600			$	24,176
% of net sales			22.0	%			21.5	%			21.0	%			21.7	%

	Interest Income, Interest Expense and Other Expenses

		Three Months Ended								Six Months Ended
		September 30,								September 30,
		2006				2005				2006				2005
						(in thousands)
Interest income		$	693			$	261			$	1,350			$	481
Interest expense			(601	)			(757	)			(1,179	)			(1,257	)
Other expenses, net			(360	)			(552	)			(695	)			(1,067	)

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	Provision for Income Taxes

		Three Months Ended								Six Months Ended
		September 30,								September 30,
		2006				2005				2006				2005
						(in thousands)
Provision for income taxes		$	23			$	496			$	257			$	773

	Summary of Cash Flows

	•	Accounts receivable increased by $9.3 million in the first half of fiscal 2007 compared to a decrease of $2.3 million in the first half of fiscal 2006 mainly due to day sales outstanding, or DSO, increasing from 59 days as of March 31, 2006 to 69 days as of September 30, 2006. The increase in DSO resulted primarily from the timing of shipments and payment terms.
	•	Accounts payable increased by $1.6 million in the first half of fiscal 2007 compared to a decrease of $0.9 million in the first half of fiscal 2006 primarily because of higher inventory purchases to support higher levels of backlog.
	•	Inventories decreased in the first half of fiscal 2007 by $5.1 million compared to a decrease of $2.4 million in the first half of fiscal 2006.
	•	Other accrued liabilities and long term liabilities decreased in the first half of fiscal 2007 primarily because of revenue deferred at March 31, 2006 was recognized during the period and restructuring payments.

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	Fiscal Years Ended March 31, 2006, March 31, 2005 and March 31, 2004

	Revenues

		Years Ended March 31,
						% of								% of								% of
		2006				Total				2005				Total				2004				Total
United States		$	11,235				5%			$	11,446				6%			$	6,314				4%
Other Americas			23,676				10%				23,839				13%				18,870				12%
Russia			15,684				7%				35,456				20%				14,689				9%
Poland			25,905				11%				10,811				6%				5,896				4%
Other Europe			32,766				14%				22,144				12%				30,269				19%
Middle East			26,498				12%				17,520				10%				16,416				11%
Nigeria			19,090				8%				10,081				6%				25,705				16%
Other Africa			18,034				8%				16,963				9%				9,824				6%
Bangladesh			22,301				10%				1,637				1%				—				—
Other Asia/ Pacific			35,703				15%				30,405				17%				29,365				19%
Total Revenues		$	230,892				100%			$	180,302				100%			$	157,348				100%

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		Years Ended March 31,
		2006		2005
Number of customers		3		2
Percentage of Backlog		12%, 11%, 10%		13%, 12%

		Years Ended March 31,
						% of								% of								% of
		2006				Total				2005				Total				2004				Total
Eclipse		$	134,479				68	%		$	39,599				26	%		$	3,348				3	%
XP4			19,417				10	%			64,125				42	%			57,497				44	%
DXR			14,777				7	%			16,120				11	%			23,917				18	%
Altium			19,730				10	%			23,985				16	%			39,613				31	%
Other products			9,785				5	%			7,787				5	%			4,718				4	%
Total revenue		$	198,188							$	151,616							$	129,093
Operating loss		$	(3,692	)			(1.9	)%		$	(47,064	)			(31	)%		$	(39,987	)			(31	)%

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		Years Ended March 31,
						% of								% of								% of
		2006				Revenue				2005				Revenue				2004				Revenue
Field Service revenue		$	20,545							$	16,605							$	15,404
Operating income/(loss)			1,116				5	%			(516	)			(3	)%			665				4	%
Repair revenue			12,159								12,081								12,851
Operating income			4,898				40	%			3,859				32	%			4,777				37	%
Total service revenue		$	32,704							$	28,686							$	28,255
Total operating income		$	6,014				18	%		$	3,343				12	%		$	5,442				19	%

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	Gross Profit

		Years Ended March 31,
						% of								% of								% of
		2006				Net Sales				2005				Net Sales				2004				Net Sales
		(in thousands, except percentages)
Net sales		$	230,892				100	%		$	180,302				100	%		$	157,348				100	%
Cost of sales			167,303				72.5	%			151,398				84.0	%			129,689				82.4	%
Inventory valuation charges (benefits)			—				—				2,581				1.4	%			(498	)			(0.3	)%
Gross profit		$	63,589				27.5	%		$	26,323				14.6	%		$	28,157				17.9	%

	Research and Development

			Years Ended March 31,
			2006				2005				2004
			(in thousands, except percentages)
Research and development			$	14,475			$	16,661			$	17,151
	% of net sales			6.3	%			9.2	%			10.9	%

	Selling, General and Administrative

			Years Ended March 31,
			2006				2005				2004
			(in thousands, except percentages)
Selling, general and administrative			$	46,792			$	44,379			$	39,273
	% of net sales			20.3	%			24.6	%			25.0	%

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	Restructuring Charges

			Years Ended March 31,
			2006				2005				2004
			(in thousands, except percentages)
Restructuring charges			$	—			$	7,423			$	5,488
	% of net sales			—				4.1	%			3.5	%

			Severance				Facilities
			and Benefits				and Other				Total
Balance as of March 31, 2003			$	1.5			$	22.7			$	24.2
	Provision in fiscal 2004			0.9				4.6				5.5
	Cash payments			(1.3	)			(5.6	)			(6.9	)
Balance as of March 31, 2004				1.1				21.7				22.8
	Provision in fiscal 2005			3.8				3.6				7.4
	Cash payments			(3.8	)			(4.0	)			(7.8	)
	Non-cash expense			—				(0.6	)			(0.6	)
	Reclassification of related rent accruals			—				1.2				1.2
Balance as of March 31, 2005				1.1				21.9				23.0
	Provision in fiscal 2006			—				—				—
	Cash payments			(1.2	)			(3.6	)			(4.8	)
	Reclassification			0.3				(0.6	)			(0.3	)
Balance as of March 31, 2006			$	0.2			$	17.7			$	17.9
Current portion			$	0.2			$	3.2			$	3.4
Long-term portion				—				14.5				14.5

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	Interest Income, Interest Expense, Other Expenses

		Years Ended March 31,
		2006				2005				2004
		(in thousands)
Interest income		$	1,111			$	737			$	886
Interest expense			2,227				1,662				160
Other expenses, net			1,927				845				1,116

	Provision for Income Taxes

		Years Ended March 31,
		2006		2005		2004
		(in thousands)
Provision for income taxes		$1,576		$455		$2,133

	Cash Requirements

	•	operations;
	•	research and development;
	•	restructuring payments;
	•	capital expenditures;

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	•	repayment of long-term debt; and
	•	acquisitions.

	Contractual Obligations

		Payments Due
		Periods ending March 31,
																		2011 &				Total
		2007				2008				2009				2010				Beyond				Obligations
		(in thousands)
Operating leases(a)		$	3,273	(d)		$	6,673			$	6,805			$	6,929			$	6,614			$	30,924
Unconditional purchase obligations(b)		$	28,958				—				—				—				—			$	28,958
Long-term debt(c)		$	6,494	(d)		$	12,427			$	6,579			$	5,167				—			$	30,667

(a)	Contractual cash obligations include $15.9 million of lease obligations that have been accrued as restructuring charges as of September 30, 2006.
(b)	Stratex has firm purchase commitments with various suppliers as of the end of September 2006. Actual expenditures will vary based upon the volume of the transactions and length of contractual service provided. In addition, the amounts paid under these arrangements may be less in the event that the arrangements are renegotiated or cancelled. Certain agreements provide for potential cancellation penalties. Stratex’s policy with respect to all purchase commitments is to record losses, if any, when they are probable and reasonably estimable. Stratex believes it has made adequate provision for potential exposure related to inventory for orders which may go unused.
(c)	See discussion of “Repayment of Long-Term Debt” below.
(d)	Payments due are for six months ending March 31, 2007.

	Restructuring Payments

	Customer Financing

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	Repayment of Long-Term Debt

	Sources of Cash

	Interest Rate Risk

	Exposure on Investments

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		Years Ending
		March 31
		2007				2008
		(in thousands, except
		percentages)
Cash equivalents and short-term investments(a)		$	52,291			$	2,404
Weighted average interest rate			4.9	%			5.3	%

(a)	Does not include cash of $6.5 million held in bank checking and deposit accounts including those held by our foreign subsidiaries.

	Exposure on Borrowings

	Exchange Rate Risk

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	•	expanded the review of the consolidated financial statements of Stratex and related financial close and reporting processes, including additional site visits and testing of internal controls; and
	•	addressed staffing needs in the accounting and finance areas by increasing staff in corporate finance at Stratex’s headquarters in San Jose, California and at foreign subsidiary offices located in France, Poland and South Africa.

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	Financial Information About the Microwave Communications Division

	Product Portfolio

	Point-to-Point Microwave Radios

	•	TRuepointtm family of microwave radios. This is MCD’s next-generation microwave point-to-point radio platform which provides Synchronous Digital Hierarchy, or SDH, and Plesiochronous Digital Hierarchy, or PDH, in a single platform and is designed to meet the current and future needs of network operators, including mobile, private network, government and access service providers. The unique architecture of the core platform reduces both capital expenditures and life cycle costs, while meeting international and North American standards. The software-based architecture enables transition between traditional microwave access applications and higher-capacity transport interconnections. The wide range of capacities, interfaces, modulation schemes, frequency and channel plans, and power levels are made available to meet the requirements of networks around the world. The TRuepoint product family delivers service from 4 to 180 megabits-per-second capacity at frequencies ranging from 6 to 38 GHz;
	•	Constellation® medium-to-high-capacity family of point-to-point digital radios operating in the 6, 7/8 and 10/11 GHz frequencies, which are designed for network applications and support both PDH and Synchronous Optical Network, or SONET, the standard for digital transport over optical fiber in North American applications. Constellation radios are suited for wireless mobile carriers and private operators, including critical public safety networks; and
	•	MegaStar® high-capacity, carrier-class digital point-to-point radios, which operate in the 5, 6, 7/8 and 11 GHz frequencies, and are designed to eliminate test equipment requirements, reduce network installation and operation costs, and conform to PDH, SONET and SDH standards.

	Network Management

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	Customers

	International Business

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	Competition

	Research, Development and Engineering

	Patents and Other Intellectual Property

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	Environmental and Other Regulations

	Raw Materials and Supplies

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	Seasonality

	Employees

						Approximate Sq. Ft.				Approximate Sq. Ft.
Location		Major Activities				Total Owned				Total Leased
• San Antonio, Texas			Office/Manufacturing				130,000				—
• Montreal, Canada			Office/Manufacturing				—				113,846
• Morrisville, North Carolina			Office				—				60,033
• Melbourne, Florida			Office				—				29,270
• Shenzhen, China			Office/Manufacturing				—				27,706
• Redwood Shores, California			Office/Manufacturing				—				25,000
• Chatenay-Malabry, France			Office				—				12,379
• 17 other locations			Office				—				26,546
							130,000				294,780

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			Six Months Ended				Twelve Months Ended				Twelve Months Ended
			June 30, 2007				June 30, 2008				June 30, 2009
Revenue			$	203,465			$	439,255			$	489,667
Product costs				117,705				252,254				281,688
Other costs				11,945				28,184				27,500
Total cost of goods sold				129,650				280,438				309,188
Gross margin				73,815				158,817				180,479
	Gross margin percentage			36.3%				36.2%				36.9%
Research and development				14,802				31,045				34,201
Sales and marketing				24,546				50,932				60,186
General and administrative				14,037				30,439				32,527
Total operating expense				53,385				112,416				126,914
Operating income				20,430				46,401				53,565
Interest and other				(400	)			(800	)			(800	)
Pre-tax income				20,030				45,601				52,765
Income tax				6,009				13,680				16,070
Net income				14,021				31,921				36,695
Cash flow from operations, investments and financings				16,713				56,388				67,935

	•	Year over year, the revenue growth rates included in these projections are 13% from fiscal year 2006 to fiscal year 2007, 10% from fiscal year 2007 to fiscal year 2008 and 11% from fiscal year 2008 to fiscal year 2009.

	•	The market growth rate for the Microwave Communications Division addressable global market is 8%. Growth is assumed to come from two sources: evolution based growth from overall wireless subscriber growth in emerging markets, mobile operators migration to 3G and high bandwidth services and leased line replacement in North America; and event based growth from 3G licenses in China, markets in the Middle East and Africa and Asia, 2 Ghz relocation in North America and Homeland Security.
	•	The Microwave Communications Division’s growth will outpace the market through solutions based growth, including network solutions, the introduction of next generation trunking products, introduction of node, ADM and IP technology and feature enhancement on existing products.

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	•	Year over year, gross margin as a percent of sales improves modestly as product cost reductions, operational efficiencies and the continued selling of value based solutions exceeds the amount of any price erosion.
	•	Operating expenses as a percentage of sales increase from 25.6% in fiscal year 2008 to 25.9% in fiscal year 2009 as the Microwave Communications Division invests in new product innovation and market expansion to support increased revenues.
	•	Operating income leverage is gained by the increased volumes at increased gross margin contribution rates.
	•	Other income and expense for the Microwave Communications Division is composed of gains and losses and is not significant.
	•	An income tax rate for the Microwave Communications Division of 30%.
	•	Cash flow to increase by 20.4% from fiscal year 2008 to fiscal year 2009 as the Microwave Communications Division achieves certain asset management goals including the reduction of days sales outstanding from 120 days to less than 100 days and an improvement in inventory turns from two turns to more than four.

	•	Political and economic conditions in key international markets will remain similar to current conditions.

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	•	Business Considerations — a general description of the MCD businesses; the value drivers of these businesses and MCD’s strategy for achieving value; fiscal 2006 key indicators; and industry-wide opportunities, challenges and risks that are relevant to MCD in the microwave communications industry.
	•	Operations Review — an analysis of MCD’s consolidated results of operations and of the results in each of its three operating segments, to the extent the operating segment results are helpful to an understanding of the MCD business as a whole, for the three years presented in MCD’s financial statements.
	•	Liquidity, Capital Resources and Financial Strategies — an analysis of cash flows, contractual obligations, off-balance sheet arrangements, commercial commitments, financial risk management, impact of foreign exchange and impact of inflation.
	•	Critical Accounting Policies and Estimates — a discussion of accounting policies and estimates that require the most judgment and a discussion of accounting pronouncements that have been issued but not yet implemented by MCD and their potential impact.

	General

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	Value Drivers of MCD’s Businesses and Strategy for Achieving Value

	•	Continue profitable revenue growth in all segments;
	•	Ongoing attention to operating efficiencies and cost reductions;
	•	Maintain an efficient capital structure.

	Continuing Profitable Revenue Growth in All Segments

	Focusing on Operating Efficiencies and Cost Reductions

	Maintaining an Efficient Capital Structure

	Key Indicators

	Industry-Wide Opportunities, Challenges and Risks

	•	Continuing build-out of new networks in emerging markets to meet rapid subscriber growth;
	•	Increasing demand for microwave communications due to build-outs for third-generation, or 3G, services rapidly increasing the number of cell sites;
	•	Increasing demand to support capacity needs for new triple-play services;
	•	Continuing fixed-line to mobile-line substitution;

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	•	Private networks and public telecommunications operators building high-reliability, high-bandwidth networks that are more secure and better protected against natural and man-made disasters;
	•	Continuing global mobile operator consolidation; and
	•	The Federal Communications Commission, or FCC, mandate for a 2 GHz relocation project in calendar 2007.

	Operations Review

	Revenue and Net Income

											Percent
											Increase/
			Q1 FY07				Q1 FY06				(Decrease)
			(in millions)
Revenue			$	93.6			$	75.3				24.3	%
Net income			$	5.1			$	1.4				267.3	%
	% of revenue			5.5	%			1.9	%

	Gross Margin

											Percent
											Increase/
			Q1 FY07				Q1 FY06				(Decrease)
			(in millions)
Revenue			$	93.6			$	75.3				24.3	%
Cost of product sales and services				(62.0	)			(52.6	)			17.9	%
Gross margin			$	31.6			$	22.7				38.8	%
	% of revenue			33.7	%			30.2	%

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	Engineering, Selling and Administrative Expenses

											Percent
											Increase/
			Q1 FY07				Q1 FY06				(Decrease)
			(in millions)
Engineering, selling and administrative expenses			$	24.4			$	19.5				24.8	%
	% of revenue			26.1	%			25.9	%

	Income Taxes

											Percent
											Increase/
			Q1 FY07				Q1 FY06				(Decrease)
			(in millions)
Income before income taxes			$	5.5			$	1.7				232.8	%
Income tax expense				0.4				0.3				52.5	%
	% of income before income taxes			7.4	%			16.1	%

	Discussion of Business Segments

	North America Microwave

											Percent
											Increase/
			Q1 FY07				Q1 FY06				(Decrease)
			(in millions)
Revenue			$	49.8			$	45.6				9.3	%
Segment operating income				1.9				6.4				(70.3	)%
	% of revenue			3.8	%			14.1	%

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	International Microwave Segment

											Percent
											Increase/
			Q1 FY07				Q1 FY06				(Decrease)
			(in millions)
Revenue			$	39.3			$	25.7				52.5	%
Segment operating income (loss)				5.0				(3.3	)			—
	% of revenue			12.6	%			(12.9	)%

	NetBoss® Segment

											Percent
											Increase/
			Q1 FY07				Q1 FY06				(Decrease)
			(in millions)
Revenue			$	4.5			$	4.0				11.5	%
Segment operating income				0.3				0.1				384.2	%
	% of revenue			6.2	%			1.4	%

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	Liquidity, Capital Resources and Financial Strategies

	Cash Flows

		First Quarter
		2007				2006
		(in millions)
Net cash used in operating activities		$	(1.0	)		$	(7.4	)
Net cash provided by (used in) investing activities			(1.3	)			3.2
Net cash provided by financing activities			2.6				1.9
Effect of foreign exchange rate changes on cash			0.3				1.0
Net increase (decrease) in cash and cash equivalents		$	0.6			$	(1.3	)

	Cash and Cash Equivalents

	Net Cash Used in Operating Activities

	Net Cash Provided by (Used in) Investing Activities

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	Net Cash Provided by Financing Activities

	Revenue and Net Loss

											2006/2005								2005/2004
											Percent								Percent
											Increase/								Increase/
			2006				2005				(Decrease)				2004				(Decrease)
			(in millions, except percentages)
Revenue			$	357.5			$	310.4				15.2	%		$	329.8				(5.9	)%
Net loss			$	(35.8	)		$	(3.8	)			(848.9	)%		$	(20.2	)			(81.3	)%
	% of revenue			(10.0	)%			(1.2	)%							(6.1	)%

	Fiscal 2006 Compared with Fiscal 2005

	Fiscal 2005 Compared with Fiscal 2004

	Gross Margin

											2006/2005								2005/2004
											Percent								Percent
											Increase/								Increase/
			2006				2005				(Decrease)				2004				(Decrease)
			(in millions, except percentages)
Revenue			$	357.5			$	310.4				15.2	%		$	329.8				(5.9	)%
Cost of product sales and services				(271.3	)			(219.9	)			23.4	%			(245.9	)			(10.6	)%
Gross margin				86.2				90.5				(4.8	)%			83.9				7.9	%
	% of revenue			24.1	%			29.1	%							25.4	%

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	Fiscal 2006 Compared with Fiscal 2005

	Fiscal 2005 Compared with Fiscal 2004

	Engineering, Selling and Administrative Expenses

											2006/2005								2005/2004
											Percent								Percent
											Increase/								Increase/
			2006				2005				(Decrease)				2004				(Decrease)
			(in millions, except percentages)
Engineering, selling and administrative expenses			$	102.3			$	87.8				16.5	%		$	97.1				(9.6	)%
	% of revenue			28.6	%			28.3	%							29.4	%

	Fiscal 2006 Compared with Fiscal 2005

	Fiscal 2005 Compared with Fiscal 2004

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	Income Taxes

											2006/2005								2005/2004
											Percent								Percent
											Increase/								Increase/
			2006				2005				(Decrease)				2004				(Decrease)
			(in millions, except percentages)
Loss before income taxes			$	(29.1	)		$	(3.5	)			723.4	%		$	(20.1	)			82.5	%
Income tax expense				6.8				0.2				2,658.8	%			0.1				184.9	%
	% of loss before income taxes			(23.2	)%			(6.9	)%							0.4	%

	North America Microwave Segment

											2006/2005								2005/2004
											Percent								Percent
											Increase/								Increase/
			2006				2005				(Decrease)				2004				(Decrease)
			(in millions, except percentages)
Revenue			$	168.1			$	159.8				5.2	%		$	154.1				3.7	%
Segment operating income				16.9				10.3				64.9	%			3.6				182.7	%
	% of revenue			10.1	%			6.4	%							2.4	%

	Fiscal 2006 Compared with Fiscal 2005

	Fiscal 2005 Compared with Fiscal 2004

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	International Microwave Segment

											2006/2005								2005/2004
											Percent								Percent
											Increase/								Increase/
			2006				2005				(Decrease)				2004				(Decrease)
			(in millions, except percentages)
Revenue			$	172.3			$	127.2				35.4	%		$	156.3				(18.6	)%
Segment operating loss				(34.1	)			(11.9	)			185.6	%			(17.5	)			(31.9	)%
	% of revenue			(19.8	)%			(9.4	)%							(11.2	)%

	Fiscal 2006 Compared with Fiscal 2005

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	Fiscal 2005 Compared with Fiscal 2004

	NetBoss® Segment

											2006/2005								2005/2004
											Percent								Percent
											Increase/								Increase/
			2006				2005				(Decrease)				2004				(Decrease)
			(in millions, except percentages)
Revenue			$	17.1			$	23.4				(26.9	)%		$	19.4				20.3	%
Segment operating income				1.1				4.4				(75.9	)%			0.7				570.4	%
	% of revenue			6.2	%			18.8	%							3.4	%

	Fiscal 2006 Compared with Fiscal 2005

	Fiscal 2005 Compared with Fiscal 2004

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	Cash Flows

		Fiscal Years Ended
		2006				2005				2004
		(in millions)
Net cash provided by operating activities		$	19.5			$	(4.3	)		$	38.6
Net cash used in investing activities			(8.2	)			(19.4	)			(14.7	)
Net cash provided by (used in) financing activities			(5.9	)			24.9				(28.6	)
Effect of foreign exchange rate changes on cash			0.6				1.3				(1.1	)
Net increase (decrease) in cash and cash equivalents		$	6.0			$	2.5			$	(5.8	)

	Cash and Cash Equivalents

	Net Cash Provided by Operating Activities

	Net Cash Used in Investing Activities

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	Net Cash Provided by (used in) Financing Activities

	Contractual Obligations

						Obligations Due by Fiscal Year
										2008				2010
										and				and				After
		Total				2007				2009				2011				2011
		(in millions)
Purchase obligations(1)		$	3.3			$	3.3			$	—			$	—			$	—
Operating lease commitments			6.6				3.7				2.9				—				—
Total contractual cash obligations		$	9.9			$	7.0			$	2.9			$	—			$	—

(1)	Amounts do not include pension contributions and payments for various welfare and benefit plans as such amounts have not been determined beyond fiscal 2006. In addition, amounts due to or from Harris are not included as there is no obligation of Harris Stratex to pay those amounts after the closing of the merger and the contribution transaction.

	Off-Balance Sheet Arrangements

	•	Any obligation under certain guarantee contracts;
	•	A retained or contingent interest in assets transferred to an unconsolidated entity or similar entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets;
	•	Any obligation, including a contingent obligation, under certain derivative instruments; and
	•	Any obligation, including a contingent obligation, under a material variable interest held by the registrant in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to the registrant, or engages in leasing, hedging or research and development services with the registrant.

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	Commercial Commitments

			Expiration of Commitments by Fiscal Year
																			After
			Total				2007				2008				2009				2009
			(in millions)
Standby letters of credit used for:
	Bids		$	0.7			$	0.6			$	0.1			$	—			$	—
	Down payments			5.7				4.6				1.1				—				—
	Performance			5.0				3.0				1.7				0.3				—
	Warranty			0.2				0.2				—				—				—
				11.6				8.4				2.9				0.3				—
Surety bonds used for:
	Bids			3.5				3.5				—				—				—
	Performance			15.9				2.2				13.7				—				—
				19.4				5.7				13.7				—				—
Guarantees				0.4				0.4				—				—				—
Total commitments			$	31.4			$	14.5			$	16.6			$	0.3			$	—

	Financial Risk Management

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	Impact of Foreign Exchange

	Impact of Inflation

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	Provisions for Excess and Obsolete Inventory

	Stock Options and Share-Based Compensation

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	Impact of Recently Issued Accounting Pronouncements

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				Historical				Historical MCD as								Harris Stratex
				Stratex at				of September 29,				Pro Forma				Networks, Inc.
				September 30, 2006				2006				Adjustments				Pro Forma
				(in thousands)
ASSETS
Current Assets
	Cash and cash equivalents and short-term investments			$	55,715			$	14,386			$	17,714	(A)		$	87,815
	Receivables				51,369				123,815				—				175,184
	Inventories and unbilled costs				38,980				98,270				11,137	(B)			148,387
	Other current assets				13,821				—				—				13,821
		Total current assets			159,885				236,471				28,851				425,207
Other Assets
	Plant and equipment				23,479				49,493				—				72,972
	Goodwill				—				28,285				235,676	(C)			263,961
	Identifiable intangible assets				—				6,078				130,200	(C)			136,278
	Non-current deferred taxes				—				9,616				(9,616	)(D)			—
	Other assets				790				23,970				—				24,760
					24,269				117,442				356,260				497,971
				$	184,154			$	353,913			$	385,111			$	923,178
LIABILITIES AND STOCKHOLDERS’ AND DIVISION EQUITY
Current Liabilities
	Short-term debt			$	11,250			$	100			$	1,420	(E)		$	12,770
	Accounts payable				40,330				47,196				—				87,526
	Other accrued liabilities				29,692				43,409				1,795	(F)			74,896
		Total current liabilities			81,272				90,705				3,215				175,192
Other Liabilities
	Non-current deferred income taxes				—				—				39,060	(G)			39,060
	Long-term debt				16,667				—				5,680	(D)			22,347
Due to Harris Corporation					—				3,074				(3,074	)(H)			—
	Restructuring and other long-term liabilities				13,225				—				—				13,225
	Total liabilities				111,164				93,779				44,881				249,824
Stockholders’ and division equity					72,990				260,134				340,230	(I)			673,354
				$	184,154			$	353,913			$	385,111			$	923,178

(A)	Adjustment of $17.7 million made to bring balance of cash in the Microwave Communications Division to $32.1 million as of the transaction date per the terms of the combination agreement.

(B)	Step up Stratex finished goods inventory to fair market value assuming a gross margin rate of 30% of revenue and selling costs and related profit equal to 10% of revenue.

(C)	Allocation of the purchase price of Stratex determined as follows (amounts in thousands):

Market price of Stratex stock(1)		$	400,148
Estimated acquisition costs			9,000
Total purchase price to be allocated		$	409,148

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							Estimated
Allocation of purchase price based on fair market value							Useful Life
Identifiable intangible assets:
	Developed technology non-legacy products		$	77,500				10 years
	Developed technology legacy products			1,900				2 years
	Customer relationships			5,400				8 years
	Backlog			900				1 year
	Tradename — Eclipse			16,000				10 years
	Tradename — Legacy Products			200				2 years
	Tradename — Stratex			28,300				Indefinite
Total identifiable intangible assets				130,200
Net tangible assets(2)				43,272
Goodwill				235,676
Total purchase price allocation			$	409,148

	This purchase price allocation is preliminary for all assets and liabilities being acquired by Harris Stratex.

(D)	Adjustment is to eliminate deferred tax assets on the Microwave Communications Division’s historical Combined Balance Sheet because Harris will retain 100% of these assets at the time of the transaction and they will not become part of Harris Stratex.

(E)	Adjustment to record capital lease obligation related to the equipment lease between Harris Stratex Networks Canada ULC and Harris Canada, Inc. For more information regarding this lease obligation, see “Other Agreements — Lease Agreement (Equipment and Machinery)” beginning on page 121 of this proxy statement/prospectus.

(F)	Adjustment to reduce deferred revenue of Stratex, which is classified as other accrued liabilities on the Consolidated Balance Sheet, by $2.0 million because Harris Stratex is not expected to have future obligations to deliver product or perform services on the contracts or agreements related to this deferred revenue after the closing date of the transaction and increased by $3.8 million for payout of the single trigger employment agreements. No amount of excise tax reimbursement is included because the calculated amount was not available.
(G)	Adjustment is for the establishment of a deferred tax liability related to the future amortization of identifiable intangible assets in accordance with Statement of Financial Accounting Standard No. 109 “Accounting for Income Taxes.”
(H)	Elimination of due to Harris Corporation balance against stockholders’ and division equity.
(I)	Adjustment made to reflect the $17.7 million cash contribution made by Harris as discussed in footnote A. above; elimination of deferred taxes noted in D. above; adjustment to record capital lease obligation noted in E. above; elimination of due to Harris Corporation balance of $3.1 million noted in G. above; and $336.2 million to record the net assets of Stratex at fair value in accordance with FAS 141(3).

	(1)	Total market price of Stratex common stock equal to the price of a share of Stratex common stock as of September 19, 2006 ($4.00) X diluted shares of Stratex common stock outstanding per the Stratex September 30, 2006 Balance Sheet (100.0 million shares).
	(2)	Stratex net tangible assets are calculated as follows:

Historical net assets reported		$	72,990
Inventory step-up			11,137
Deferred revenue reduction			2,039
Single trigger employment agreement payouts			(3,834	)
Less deferred tax liability related to identifiable intangible assets			(39,060	)
Adjusted net assets		$	43,272

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	(3)	Adjustment to stockholders’ equity to record the net assets of Stratex at fair value in accordance with FAS 141 is calculated as follows:

Market price of Stratex common stock (see footnote 1 above)		$	400,148
Acquisition costs			9,000
Less historical Stratex net assets reported			(72,990	)
		$	336,158

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			Historical Stratex				Historical
			for the				MCD for the
			Twelve Months				Twelve Months
			Ended				Ended								Harris Stratex
			June 30,				June 30,				Pro Forma				Networks, Inc.
			2006				2006				Adjustments				Pro Forma
			(in thousands)
Revenue from product sales and services			$	242,257			$	357,500			$	—			$	599,757
Cost of product sales and services				(171,397	)			(271,340	)			(8,700	)(J)			(451,437	)
Engineering, selling and administrative expenses				(63,131	)			(102,280	)			(7,115	)(K)			(172,526	)
Corporate allocations expense				—				(12,425	)			—	(L)			(12,425	)
Interest income				1,548				431				—				1,979
Interest expense				(2,304	)			(975	)			—				(3,279	)
Other expenses, net				(1,748	)			—				—				(1,748	)
Income (loss) before provision for income taxes				5,225				(29,089	)			(15,815	)			(39,679	)
Provisions for income taxes				(1,534	)			(6,759	)			—				(8,293	)
Net income (loss)			$	3,691			$	(35,848	)		$	(15,815	)		$	(47,972	)
Net income (loss) per common share
	Basic		$	0.04											$	(0.85	)
	Diluted		$	0.04											$	(0.85	)
Basic weighted average shares outstanding				95,725									(M)			56,569
Diluted weighted average shares outstanding				99,510									(M)			56,569

(J)		Adjustment made to reflect $8.7 million amortization of developed technology identifiable intangible assets.
(K)		Adjustment made to reflect $3.3 million amortization of identifiable intangible assets, other than developed technology, and $3.8 million of stock-based compensation expense, which represents the expense that would have been recognized by Stratex had they implemented the provisions of Statement of Financial Accounting Standard No. FAS 123R “Share-Based Payment”, or FAS 123R, as of July 1, 2005, which is when the Microwave Communications Division was required to implement FAS 123R.
(L)		The services related to these costs include audit fees, external legal fees, internal legal costs and CEO and staff costs. It is believed that the stand-alone financial results of Stratex currently include many of these costs, which makes a portion of these MCD costs redundant. It is also believed that some of the costs that are included in the stand-alone financial results of Stratex may increase for the combined company.
(M)		Adjustment to shares reflect one-to-four conversion of Stratex shares to Harris Stratex Networks, Inc. and the issuance of 32.7 million shares of Harris Stratex shares (calculated as 56% of all the outstanding stock of Harris Stratex) to Harris in return for net assets of the Microwave Communications Division.

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		Historical Stratex				Historical MCD
		for the Three				for the Three
		Months Ended				Months Ended								Harris Stratex
		September 30,				September 29,				Pro Forma				Networks, Inc.
		2006				2006				Adjustments				Pro Forma
Revenue from product sales and services		$	67,279			$	93,555							$	160,834
Cost of product sales and services			(46,512	)			(62,011	)		$	(2,175	)(N)			(110,698	)
Engineering, selling and administrative expenses			(18,924	)			(24,392	)			(594	)(O)			(43,910	)
Corporate allocations expense							(1,621	)				(P)			(1,621	)
Interest income			693				138								831
Interest expense			(601	)			(130	)							(731	)
Other expenses, net			(360	)			—								(360	)
Income (loss) before provision for income taxes			1,575				5,539				(2,769	)			4,345
Provision for income taxes			(23	)			(408	)			—				(431	)
Net income (loss)		$	1,552			$	5,131			$	(2,769	)		$	3,914
Basic net income per share		$	0.02											$	0.07
Diluted net income per share		$	0.02											$	0.07
Basic weighted average shares outstanding			97,634									(Q)			57,046
Diluted weighted average shares outstanding			100,037									(Q)			57,046

(N)		Adjustment made to reflect $2.2 million amortization of developed technology identifiable intangible assets.
(O)		Adjustment made to reflect $0.6 million amortization of identifiable intangible assets, other than developed technology.
(P)		The services related to these costs include audit fees, external legal fees, internal legal costs, external reporting costs and CEO and staff costs. It is believed that the stand-alone financial results of Stratex currently include many of these costs, which makes a portion of these MCD costs redundant. It is also believed that some of the costs that are included in the stand-alone financial results of Stratex may increase for the combined company.
(Q)		Adjustment to shares reflect one-to-four conversion of Stratex shares to Harris Stratex, and the issuance of 32.7 million shares of Harris Stratex (calculated as 56% of all outstanding stock of Harris Stratex) to Harris in return for net assets of the Microwave Communications Division.

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	Dividends

	Voting

	Rights on Liquidation

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	Subdivision, Combinations and Mergers

	Exchange Rights

	Voluntary

	•	any outstanding shares of Class A common stock held by the holder for an equal number of shares of Class B common stock or
	•	any outstanding shares of Class B common stock held by the holder for an equal number of shares of Class A common stock.

	Mandatory Exchange Rights

	•	the holders of all of the outstanding shares of Class B common stock (assuming that all of the outstanding shares of Class A common stock which are then exchangeable for shares of Class B common stock have been exchanged as described under “— Voluntary” above) are collectively entitled to cast less than 10% of the total voting power; or
	•	such Class B common stock is transferred by a holder to any person who is not an affiliate of the holder or nominee of the holder or one of its affiliates unless such transfer is part of a transfer by the holder and its affiliates of all of the shares of Class B common stock then owned by them.

	Board of Directors of Harris Stratex

	If the Class B Common Stock Constitutes a Majority

	•	there will be nine directors of Harris Stratex;
	•	the holders of Class B common stock will be permitted to elect five of the Harris Stratex directors separately as a class; and
	•	the quorum for action by the board of directors of Harris Stratex will be a majority of the board of directors of Harris Stratex, which majority must include at least four Class B directors.

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	If the Class B Common Stock Constitutes Less than a Majority

	Removal and Vacancies

	Freedom of Action and Corporate Opportunities

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	•	engage in the same or similar activities or lines of business as Harris Stratex or any of its subsidiaries or develop or market any products or services that compete, directly or indirectly, with those of Harris Stratex or any of its subsidiaries;
	•	invest or own any interest in, or develop a business relationship with, any entity or person engaged in the same or similar activities or lines of business as, or otherwise in competition with, Harris Stratex or any of its subsidiaries;
	•	do business with any client or customer of Harris Stratex or any of its subsidiaries; or
	•	employ or otherwise engage any former officer or employee of Harris Stratex or any of its subsidiaries.

	•	will have any duty to communicate, offer or present the corporate opportunity to Harris Stratex or any of its subsidiaries, directors, officers or employees;
	•	will have any liability to Harris Stratex, any of its subsidiaries or any of their stockholders for breach of any fiduciary duty or other duty, as a stockholder, director, officer or employee of Harris Stratex or any of its subsidiaries or in any other capacity; or
	•	will be deemed to have acted (1) in bad faith, (2) in a manner inconsistent with the best interests of Harris Stratex, any of its subsidiaries or any of their stockholders or (3) in a manner inconsistent with, or opposed to, any fiduciary duty owed by them to Harris Stratex, any of its subsidiaries or any of their stockholders because any person or entity who has a relationship with the Class B holder and Harris Stratex as described above pursues or acquires the corporate opportunity for itself, directs the corporate opportunity to any of its affiliates or any third party, or does not communicate information regarding the corporate opportunity to Harris Stratex or any of its subsidiaries, directors, officers or employees.

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	Preemptive Rights

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		Stratex		Harris Stratex
Authorized and Outstanding Capital Stock		Stratex’s authorized capital stock consists of 155,000,000 shares, of which 5,000,000 shares are designated as preferred stock, par value $0.01 per share, of which 200,000 shares designated Series A Junior Participating Preferred Stock, and 150,000,000 shares are designated as common stock, par value $0.01 per share. Currently only shares of common stock are issued and outstanding.		Harris Stratex’s authorized capital stock consists of 450,000,000 shares, of which 50,000,000 shares are designated as preferred stock, par value $0.01 per share, 300,000,000 shares are designated as Class A common stock, par value $0.01 per share, and 100,000,000 shares are designated as Class B common stock, par value $0.01 per share. Currently only one share of Class B common stock is issued and outstanding.
Preemptive Rights		Not applicable.		Harris Stratex’s certificate of incorporation provides that Harris Stratex cannot issue any shares of Class B common stock or securities convertible into or exchangeable for Class B common stock without the prior approval of the holders of a majority of the outstanding Class B common stock. Further, if Harris Stratex proposes to issue any capital stock

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		Stratex		Harris Stratex
				or securities convertible into capital stock at any time when the holders of all the outstanding shares of Class B common stock collectively comprise a voting majority, the holders of Class B common stock are entitled to prior notice of all the material terms and conditions of such proposed issuance and to participate pro ratably in that proposed issuance so as not to be diluted. Certain exceptions extend to stock option or employee benefit plans adopted by Harris Stratex. For more information, see “Description of Harris Stratex Capital Stock — Special Rights of Holders of Shares of Class B Common Stock — Preemptive Rights” beginning on page 196 of this proxy statement/ prospectus.
Rights to Exchange		Not applicable.		Harris Stratex’s certificate of incorporation provides that at any time a holder of Class B common stock may exchange any outstanding shares of Class A common stock held by such holder for an equal number of shares of Class B common stock and vice versa.
Automatic Conversion		Not applicable.		Harris Stratex’s certificate of incorporation providers that each outstanding share of Class B common stock shall convert into one outstanding share of Class A common stock automatically upon (1) the holders of the outstanding Class B common stock collectively comprising less than 10% of the voting stock and (2) if such Class B common stock is transferred by a holder to any person who is not an affiliate or nominee of such holder; provided, however, that no such conversion shall occur if such transfer is part of a transfer by such holder and its affiliates of all

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		Stratex		Harris Stratex
				of the Class B common stock then owned by them to any other person.
Organization of the Board of Directors		Stratex’s bylaws provide that the number of directors of Stratex will be no less than six. Other than with respect to filling vacancies and newly created directorships, the Stratex directors are elected at the annual meeting of the stockholders, and each director elected will hold office until his or her successor is elected and qualified. Directors of Stratex need not be stockholders, but may not be older than 75 years of age on the date of their election or appointment to be eligible to serve as a director, unless the board of directors of Stratex, based on meritorious service of the director or because of specific corporate needs, appoints the director for additional one year term(s) not to exceed two years in the aggregate. As of the date of this proxy statement/ prospectus, the Stratex board consisted of eight directors. Stratex’s certificate of incorporation and bylaws do not permit cumulative voting for directors.		Harris Stratex’s certificate of incorporation provides that Harris Stratex’s board of directors is to comprise such number as is fixed from time to time pursuant to Harris Stratex’s bylaws. The bylaws further provide that the number of directors shall be fixed by resolution of directors but shall in no event be less than six. However, under Harris Stratex’s certificate of incorporation, while the holders of Class B common stock collectively comprise a voting majority, the board of Harris Stratex is to be comprised of nine directors, of which the Class B common stock shall be entitled to elect five Class B directors; the quorum for action by the board shall be a majority, which must include at least four Class B directors. The remaining four directors will be Class A directors nominated by a nominating committee consisting solely of the Class A directors then in office and elected by the holders of the common stock, voting together as a single class. At any time the holders of the Class B common stock collectively comprise less than a voting majority but hold equal to or greater than 10% of the voting stock, the Class B common stock shall be entitled to elect the number of Class B directors which represents its voting percentage of the total number of directors (rounded down) and the remaining directors of Harris Stratex will be Class A directors nominated and elected in the same manner as previously described.

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		Stratex		Harris Stratex
				Other than as otherwise provided in the Harris Stratex certificate of incorporation, vacancies or newly created directorships, the Harris Stratex directors are elected at the annual meeting of the stockholders, and each director elected will hold office until his or her successor is elected and qualified. Directors of Harris Stratex need not be stockholders, but may not be older than 75 years of age on the date of their election or appointment to be eligible to serve as a director, unless otherwise specifically approved by resolution passed by the directors then in office or by the sole remaining director. Immediately following the closing of the transactions, the board of directors of Harris Stratex will consist of nine directors. Harris Stratex’s certificate of incorporation and bylaws do not permit cumulative voting for directors.
Removal of Directors; Vacancies		Stratex’s bylaws provide that any director or the entire board of directors may be removed with or without cause by the affirmative vote of the holders of a majority of the shares entitled to vote at an election of directors. Stratex’s bylaws provide that vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the Stratex stockholders having a right to vote as a single class may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen will hold office until the next annual election and until their successors are duly elected and qualified,		Harris Stratex’s certificate of incorporation provides that the holders of the Class B common stock have the sole right to remove the Class B directors with or without cause at any time and for any reason and the sole right to appoint successor Class B directors to fill any vacancies caused by any such removals. The holders of the Class A common stock, voting separately as a class, shall have the sole right to remove the Class A directors without cause and the sole right to appoint successor Class A directors to fill any vacancies caused by any such removals. The holders of the common stock, voting together as a single class, have the sole right to remove the Class A directors

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		Stratex		Harris Stratex
		unless sooner removed. Stratex’s bylaws further provide that if there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board of directors of Stratex (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.		for cause and the sole right to appoint successor Class A directors to fill any vacancies caused by any such removals. Any vacancy created by any resignation, death or incapacity of any Class B director shall be filled by the remaining Class B directors then in office or, if there are none, by the holders of the Class B common stock, voting separately as a class. Any vacancy created by the resignation, death or incapacity of any Class A director shall be filled by the remaining Class A directors then in office or, if there are none, by the holders of the Class A common stock, voting separately as a class. Harris Stratex’s bylaws provide that, unless otherwise provided in Harris Stratex’s certificate of incorporation, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. Harris Stratex’s bylaws provide that, except as otherwise provided in Harris Stratex’s certificate of incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the Harris Stratex stockholders having a right to vote as a single class may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen will hold office until the next annual election and until their successors are duly elected and qualified, unless sooner removed. Harris Stratex’s bylaws further provide

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		Stratex		Harris Stratex
				that if there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board of directors of Harris Stratex (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the total voting power of all the outstanding capital stock entitled to vote generally in the election of such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.
Corporate Opportunity; Freedom of Action		Not applicable.		The certificate of incorporation of Harris Stratex expressly provides, among other things, that certain directors or employees of Harris Stratex will not have any fiduciary obligation or other obligation to offer corporate opportunities to Harris Stratex, and expressly permits these directors or employees to take certain corporate opportunities for themselves or offer them to third parties. For more information, see “Description of Harris Stratex Capital Stock — Special Rights of Holders of Shares of Class B Common Stock — Freedom of Action and Corporate Opportunities” beginning on page 193 of this proxy statement/ prospectus.
Quorum of the Board		Stratex’s bylaws provide that a quorum at a meeting of the board of directors is one-third of the authorized number of directors or		Subject to the above provisions of Harris Stratex’s certificate of incorporation (see the discussion above under “Organization of the

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		Stratex		Harris Stratex
		two, whichever is greater.		Board of Directors”), Harris Stratex’s bylaws provide that a quorum of the board of directors is one-third of the authorized number of directors or two, whichever is greater.
Voting by the Board		Stratex’s bylaws provide that the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, subject to any contrary provision of law or the certificate of incorporation or bylaws.		Harris Stratex’s bylaws provide that the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, subject to any contrary provision of law or the certificate of incorporation or bylaws.
Annual Meetings of Stockholders		Stratex’s bylaws provide that the annual meeting of the Stratex stockholders will be held on the third Thursday in July, if not a legal holiday, and, if a legal holiday, then on the next succeeding business day, or at such other date as the board of directors of Stratex determines and states in the notice of the meeting.		Harris Stratex’s bylaws provide that the annual meeting of Harris the Stratex stockholders will be held on the third Monday in October, if not a legal holiday, and, if a legal holiday, then on the next succeeding business day, or at such other date as the board of directors of Harris Stratex determines and states in the notice of the meeting.
Notice Provisions		Stratex’s bylaws provide that written notice of the annual meeting stating the place, date and hour of the meeting must be given to each Stratex stockholder entitled to vote at such meeting not less than ten nor more than 60 days before the date of the meeting.		Harris Stratex’s bylaws provide that written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than 60 days before the date of the meeting.
Calling Special Meetings of Shareholders		Stratex’s bylaws provide that special meetings of the stockholders may be called at any time by the president or secretary at the request in writing of a majority of the board of directors or upon written application of one or more stockholders who hold at least 40% of the capital stock entitled to vote at such meeting.		Harris Stratex’s bylaws provide that special meetings of the stockholders may be called at any time by the president or secretary at the request in writing of a majority of the board of directors or upon written application of one or more stockholders who hold at least 20% of the capital stock entitled to vote at such meeting.
Quorum at Special Meetings		Stratex’s bylaws provide that a quorum at a special meeting is		Harris Stratex’s bylaws provide that a quorum at a special

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		Stratex		Harris Stratex
		the holders of a majority of the votes of shares entitled to vote at the special meeting present in person or represented by proxy at that meeting.		meeting is the holders of a majority of the votes of shares entitled to vote at the special meeting present in person or represented by proxy at that meeting.
Business Conducted at Stockholder Meetings		Stratex’s bylaws provide that only such business may be conducted at a special meeting as is stated in the written notice of meeting as the purpose or purposes of the meeting.		Harris Stratex’s bylaws provide that only such business may be conducted at a special meeting as is stated in the written notice of meeting as the purpose or purposes of the meeting.
Voting		Stratex’s bylaws provide that, except where law or the certificate of incorporation requires otherwise, in all matters other than the election of directors, the affirmative vote of a majority of shares present in person or represented by proxy at a meeting and entitled to vote on the subject matter shall be the act of the stockholders. Each share of Stratex common stock entitles the holder to one vote on each matter upon which Stratex stockholders have the right to vote.		Harris Stratex’s certificate of incorporation provides that, except where law or the certificate of incorporation provides otherwise (see the discussion above under “Organization of the Board of Directors”), the holders of Harris Stratex common stock will vote together as a single class. Harris Stratex’s bylaws provide that, in all matters other than the election of directors, the affirmative vote of a majority of shares present in person or represented by proxy at a meeting and entitled to vote on the subject matter shall be the act of the stockholders. Each share of Harris Stratex common stock entitles the holder to one vote on each matter upon which stockholders of the relevant class have the right to vote. However, the holders of Harris Stratex Class B common stock have the sole and exclusive right to elect or remove the Class B directors and Harris Stratex’s certificate of incorporation cannot be amended or replaced to adversely affect the rights of Class B common stockholders or to approve a new issuance of Class B common stock or to take any other action upon which a

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		Stratex		Harris Stratex
				separate class vote of the Class B common stock is required by law without the approval of the holders of a majority of Class B common stock voting separately as a class.
Stockholder Proposals		Stratex’s bylaws provide that no business may be conducted at the annual meeting unless properly brought before the meeting. Stratex’s bylaws provide that, to be properly brought before a meeting, business must be (1) specified in the related notice of meeting (or any supplement) given by or at the direction of the board of directors of Stratex, (2) properly brought before the meeting by or at the direction of the board of directors of Stratex, or (3) properly brought before the meeting by a Stratex stockholder. For business to be properly brought before an annual meeting by a Stratex stockholder, the stockholder must have given timely notice of the business in writing to the secretary. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal place of business of Stratex not less than 60 days nor more than 90 days prior to the meeting. However, in the event that less than 70 days’ notice or prior public disclosure of the date of the meeting is given to the Stratex stockholders, notice by the stockholder to be timely must be received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Written notice by a Stratex stockholder to the secretary must set forth as to each matter the stockholder proposes to bring before the		Harris Stratex’s bylaws provide that no business may be conducted at the annual meeting unless properly brought before the meeting. Harris Stratex’s bylaws provide that, to be properly brought before a meeting, business must be (1) specified in the related notice of meeting (or any supplement) given by or at the direction of the board of directors of Harris Stratex, (2) properly brought before the meeting by or at the direction of the board of directors of Harris Stratex, or (3) properly brought before the meeting by a Harris Stratex stockholder. For business to be properly brought before an annual meeting by a Harris Stratex stockholder, the stockholder must have given timely notice of the business in writing to the secretary. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal place of business of Harris Stratex not less than 60 days nor more than 90 days prior to the meeting. However, in the event that less than 70 days’ notice or prior public disclosure of the date of the meeting is given to the Harris Stratex stockholders, notice by the stockholder to be timely must be received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Written notice by a Harris Stratex stockholder to the

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		Stratex		Harris Stratex
		annual meeting (a) a description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name and address as they appear on Stratex’s books of the stockholder proposing such business, (c) the class and number of shares of Stratex beneficially owned by the stockholder and (d) any material interest of such stockholder in the proposed business.		secretary must set forth as to each matter the stockholder proposes to bring before the annual meeting (a) a description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name and address as they appear on Harris Stratex’s books of the stockholder proposing such business, (c) the class and number of shares of Harris Stratex beneficially owned by the stockholder and (d) any material interest of such stockholder in the proposed business.
Nomination of Directors		Stratex’s bylaws provide that only persons who are nominated in accordance with the following procedures are eligible for election as directors of Stratex. Nominations for election to the board of directors of Stratex may be made at a meeting of Stratex stockholders by or at the direction of the board of directors of Stratex or by any Stratex stockholder entitled to vote for the election of directors at the meeting who complies with the applicable notice requirements, including timeliness. In order for a nomination to be timely, notice by a Stratex stockholder must be received at the principal place of business of Stratex not less than 60 nor more than 90 days prior to the meeting. However, in the event that less than 70 days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not less than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or		Harris Stratex’s bylaws provide that only persons who are nominated in accordance with the following procedures are eligible for election by the Harris Stratex stockholders as Class A directors. Nominations for election as Class A directors may be made at a meeting of Harris Stratex stockholders by or at the direction of the Class A directors or by Harris Stratex stockholder entitled to vote for the election of directors at the meeting who complies with the applicable notice requirements, including timeliness. In order for a nomination to be timely, notice by a Harris Stratex stockholder must be received at the principal place of business of Harris Stratex not less than 60 nor more than 90 days prior to the meeting. However, in the event that less than 70 days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not less than the close of business on the tenth day following the day on which such

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		Stratex		Harris Stratex
		such public disclosure was made. Notice by a Stratex stockholder must include specified information relating to the nominees as well as to the Stratex stockholder giving notice.		notice of the date of the meeting was mailed or such public disclosure was made. Notice by a Harris Stratex stockholder must include specified information relating to the nominees as well as to the Harris Stratex stockholder giving notice.
Amendments of Certificate of Incorporation		Under the Delaware General Corporation Law, the adoption of a resolution of advisability by the board of directors, followed by affirmative vote of the holders of a majority of the outstanding shares entitled to vote is required to amend Stratex’s certificate of incorporation. In addition, amendments that make changes relating to a class of stock by increasing or decreasing the par value or the aggregate number of authorized shares of a class or otherwise adversely affecting the rights of that class, must be approved by the majority vote of each class of stock, or series thereof, affected, unless, in the case of an increase in the number of shares, the certificate of incorporation takes away that right.		Under the Delaware General Corporation Law, the adoption of a resolution of advisability by the board of directors, followed by affirmative vote of the holders of a majority of the outstanding shares entitled to vote is required to amend Harris Stratex’s certificate of incorporation. In addition, amendments that make changes relating to a class of stock by increasing or decreasing the par value or the aggregate number of authorized shares of a class or otherwise adversely affecting the rights of that class, must be approved by the majority vote of each class of stock, or series thereof, affected, unless, in the case of an increase in the number of shares, the certificate of incorporation takes away that right. See the discussion above under “Voting”.
Amendments of Bylaws		Stratex’s certificate of incorporation provides that the board of directors may alter, amend or repeal the bylaws. Stratex’s bylaws provide that the bylaws may be altered, amended or repealed or new bylaws adopted by the stockholders or the board of directors, but certain of the provisions of the bylaws relating to voting rights and the election of directors may only be varied by the affirmative vote of either two-thirds of the continuing directors or the holders of a majority of the capital stock entitled to vote.		Harris Stratex’s certificate of incorporation provides that the board of directors may later, amend or repeal the bylaws. Harris Stratex’s bylaws provide that the bylaws may be altered, amended or repealed or new bylaws adopted by the stockholders or the board of directors, but certain of the provisions of the bylaws relating to voting rights and the election of directors may only be varied by the affirmative vote of either two- thirds of the continuing directors or the holders of a majority of the capital stock entitled to vote.

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Annual Report on Form 10-K		—		Fiscal Year Ended March 31, 2006, as amended on June 20, 2006 (in each case including Exhibit 13.1)
Quarterly Reports on Form 10-Q		—		Fiscal Quarter Ended June 30, 2006 and Fiscal Quarter Ended September 30, 2006
Current Reports on Form 8-K		—		Filed with the Securities and Exchange Commission on May 18, 2006 (but only Item 5.02 and Exhibit 99.2), May 19, 2006, August 18, 2006, September 6, 2006, September 7, 2006 and September 11, 2006
Proxy Statement on Schedule 14A for Stratex’s 2006 Annual Meeting of Stockholders		—		Filed with the Securities and Exchange Commission on July 10, 2006
Description of Stratex common stock set forth in Stratex’s Registration Statement on Form 8-A		—		Filed with the Securities and Exchange Commission on November 1, 1991, as amended on December 27, 1996

	•	a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting;
	•	the name and record address of the stockholder proposing such business;
	•	the class and number of shares of Stratex common stock which are beneficially owned by the stockholder; and
	•	any material interest of the stockholder in such business.

	•	the name, age, business address and residence address of the nominee;
	•	the nominee’s principal occupation;
	•	the class and number of shares of the corporation which are beneficially owned by the nominee; and

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	•	any other information relating to the nominee that is required pursuant to the Regulation 14A promulgated by the Securities and Exchange Commission, including the nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected.

	•	the stockholder’s name and address, as they appear on Stratex’s books;
	•	the class and number of shares of Stratex common stock which are beneficially owned by such stockholder; and
	•	any material relationship of the stockholder to the nominee.

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Report of Independent Registered Public Accounting Firm			F-2
Combined Financial Statements
	Combined Statements of Operations		F-3
	Combined Balance Sheets		F-4
	Combined Statements of Cash Flows		F-5
	Combined Statements of Comprehensive Income (Loss) and Division Equity		F-6
	Notes to Combined Financial Statements		F-7
	Schedule II — Valuation and Qualifying Accounts		F-35

Condensed Combined Financial Statements (unaudited)
	Condensed Combined Statements of Operations		F-26
	Condensed Combined Balance Sheets		F-27
	Condensed Combined Statements of Cash Flows		F-28
	Condensed Combined Statements of Comprehensive Income (Loss) and Division Equity		F-29
	Notes to Condensed Combined Financial Statements		F-30

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	/s/ Ernst & Young LLP
	Certified Public Accountants

F-2

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		Fiscal Years Ended
		2006				2005				2004
		(in thousands)
Revenue from product sales and services
Revenue from external product sales		$	299,052			$	260,205			$	282,383
Revenue from product sales with parent			6,546				3,138				238
Total revenue from product sales			305,598				263,343				282,621
Revenue from services			51,902				47,084				47,195
			357,500				310,427				329,816
Cost of product sales and services
Cost of external product sales			(221,549	)			(180,639	)			(214,119	)
Cost of product sales with parent			(7,407	)			(3,700	)			(1,565	)
Total cost of product sales			(228,956	)			(184,339	)			(215,684	)
Cost of services			(37,132	)			(31,314	)			(26,352	)
Cost of sales billed from parent			(5,252	)			(4,293	)			(3,897	)
			(271,340	)			(219,946	)			(245,933	)
Engineering, selling and administrative expenses			(96,658	)			(81,747	)			(90,537	)
Engineering, selling and administrative expenses with parent			(5,622	)			(6,017	)			(6,583	)
Total engineering, selling and administrative expenses			(102,280	)			(87,764	)			(97,120	)
Corporate allocations expense			(12,425	)			(6,189	)			(6,770	)
Interest income			431				905				—
Interest expense			(975	)			(966	)			(140	)
Loss before income taxes			(29,089	)			(3,533	)			(20,147	)
Income tax expense			(6,759	)			(245	)			(86	)
Net loss		$	(35,848	)		$	(3,778	)		$	(20,233	)

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			June 30,				July 1,
			2006				2005
			(in thousands)
Assets
Current Assets:
	Cash and cash equivalents		$	13,834			$	7,803
	Receivables			123,939				114,544
	Unbilled costs			25,504				17,565
	Inventories			71,858				91,051
Total current assets				235,135				230,963
Other Assets:
	Plant and equipment			51,770				57,010
	Goodwill			28,260				26,100
	Identifiable intangible assets			6,388				6,225
	Capitalized software			9,171				7,855
	Non-current notes receivable			3,800				8,097
	Non-current deferred income taxes			9,616				15,296
	Other assets			8,509				11,423
				117,514				132,006
			$	352,649			$	362,969
Liabilities and Division Equity
Current Liabilities:
	Short-term debt		$	160			$	1,021
	Accounts payable			42,135				33,057
	Compensation and benefits			17,428				13,920
	Other accrued items			19,057				13,687
	Advance payments and unearned income			9,207				6,791
Total current liabilities				87,987				68,476
Other Liabilities:
	Due to Harris Corporation			12,642				14,180
Total liabilities				100,629				82,656
Division Equity:
	Division equity			253,400				294,229
	Accumulated other comprehensive income (loss)			(1,380	)			(13,916	)
Total division equity				252,020				280,313
			$	352,649			$	362,969

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				Fiscal Years Ended
				2006				2005				2004
				(in thousands)
Operating Activities
Net loss				$	(35,848	)		$	(3,778	)		$	(20,233	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
		Depreciation and amortization			15,689				14,607				13,782
		Provision for uncollectable amounts			4,161				1,023				3,178
		Provision for excess and obsolete inventory			38,512				(1,074	)			12,601
		Gain on sale of land and building			(1,844	)			—				—
		Non-current deferred income taxes			5,680				—				—
(Increase) decrease in:
	Receivables				(9,258	)			(861	)			7,513
	Unbilled costs and inventories				(27,259	)			(14,929	)			2,197
Increase (decrease) in:
	Accounts payable and accrued expenses				17,956				(4,473	)			5,212
	Advance payments and unearned income				2,416				(4,973	)			(11,963	)
	Due to Harris Corporation				(1,538	)			(797	)			3,078
	Other				10,816				11,014				23,227
Net cash provided by (used in) operating activities					19,483				(4,241	)			38,592
Investing Activities
Proceeds from sale of land and building					4,598				—				—
Additions of plant and equipment					(9,563	)			(9,310	)			(11,830	)
Additions of capitalized software					(3,240	)			(10,107	)			(2,849	)
Net cash used in investing activities					(8,205	)			(19,417	)			(14,679	)
Financing Activities
Proceeds from short-term borrowings					9,352				4,381				2,895
Repayments of short-term borrowings					(10,213	)			(9,147	)			(27,478	)
Net cash and other transfers (to) from Harris Corporation					(4,981	)			29,655				(3,993	)
Net cash provided by (used in) financing activities					(5,842	)			24,889				(28,576	)
Effect of exchange rate changes on cash and cash equivalents					595				1,275				(1,138	)
Net increase (decrease) in cash and cash equivalents					6,031				2,506				(5,801	)
Cash and cash equivalents, beginning of year					7,803				5,297				11,098
Cash and cash equivalents, end of year				$	13,834			$	7,803			$	5,297

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						Accumulated Other
						Comprehensive Income
						(Loss) — Net Unrealized
						Gain (Loss) From
										Foreign
		Division				Hedging				Currency
		Equity				Derivatives				Translation				Total
		(in thousands)
Balance at June 27, 2003		$	292,578			$	—			$	(20,228	)		$	272,350
Net loss			(20,233	)			—				—				(20,233	)
Foreign currency translation			—				—				(1,687	)			(1,687	)
Net unrealized gain on hedging activities, net of $0 tax			—				80				—				80
Comprehensive loss															(21,840	)
Net decrease in investment from Harris Corporation			(3,993	)			—				—				(3,993	)
Balance at July 2, 2004			268,352				80				(21,915	)			246,517
Net income			(3,778	)			—				—				(3,778	)
Foreign currency translation			—				—				7,728				7,728
Net unrealized gain on hedging activities, net of $0 tax			—				191				—				191
Comprehensive income															4,141
Net increase in investment from Harris Corporation			29,655				—				—				29,655
Balance at July 1, 2005			294,229				271				(14,187	)			280,313
Net loss			(35,848	)			—				—				(35,848	)
Foreign currency translation			—				—				12,740				12,740
Net unrealized loss on hedging activities, net of $0 tax			—				(204	)			—				(204	)
Comprehensive loss															(23,312	)
Net decrease in investment from Harris Corporation			(4,981	)			—				—				(4,981	)
Balance at June 30, 2006		$	253,400			$	67			$	(1,447	)		$	252,020

F-6

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1.	Significant Accounting Policies

F-7

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F-8

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F-9

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F-10

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F-11

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F-12

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2.	Accounting Changes or Recent Pronouncements

F-13

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3.	Receivables

		2006				2005
		(In thousands)
Accounts receivable		$	122,208			$	115,080
Notes receivable due within one year — net			9,784				6,770
			131,992				121,850
Less allowances for collection losses			(8,053	)			(7,306	)
		$	123,939			$	114,544

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4.	Inventories

		2006				2005
		(in thousands)
Finished products		$	17,111			$	15,311
Work in process			34,385				21,243
Raw materials and supplies			38,646				87,353
			90,142				123,907
Inventory reserves			(18,284	)			(32,856	)
		$	71,858			$	91,051

5.	Plant and Equipment

		2006				2005
		(in thousands)
Land		$	585			$	1,578
Buildings			21,947				26,003
Machinery and equipment			91,660				109,735
			114,192				137,316
Less allowances for depreciation			(62,422	)			(80,306	)
		$	51,770			$	57,010

6.	Goodwill and Other Intangible Assets

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		2006				2005
		(in thousands)
Balance at beginning of year		$	26,100			$	24,472
Translation adjustments			2,160				1,628
		$	28,260			$	26,100

7.	Accrued Warranties

		2006				2005
		(in thousands)
Balance as of the beginning of the year		$	3,796			$	4,165
Warranty provision for sales made during the year			3,560				3,757
Settlements made during the year			(3,631	)			(4,325	)
Other adjustments to the liability including foreign currency translation during the year			196				199
Balance as of the end of the year		$	3,921			$	3,796

8.	Short-Term Debt

9.	Restructuring Charges

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		Severance				Facilities
		and				and
		Benefits				Other				Total
		(in thousands)
Balance at June 27, 2003		$	1,317			$	478			$	1,795
Provision in fiscal 2004			5,439				1,303				6,742
Cash payments in fiscal 2004			(1,459	)			(478	)			(1,937	)
Balance at July 2, 2004			5,297				1,303				6,600
Provision in fiscal 2005			—				—				—
Cash payments in fiscal 2005			(4,979	)			(1,303	)			(6,282	)
Balance at July 1, 2005			318				—				318
Provision in fiscal 2006			2,262				1,429				3,691
Cash payments in fiscal 2006			(724	)			(1,123	)			(1,847	)
Balance at June 30, 2006		$	1,856			$	306			$	2,162

10.	Stock Options and Share-Based Compensation

F-17

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		2005				2004
		(in thousands)
Net loss, as reported		$	(3,778	)		$	(20,233	)
The share-based employee compensation cost included in net income (loss) as reported, net of $0 tax benefit			780				161
Deduct: Total share-based employee compensation expense determined under the fair value based method for all awards, net of $0 related tax benefit			(1,154	)			(739	)
Pro forma net loss		$	(4,152	)		$	(20,811	)

		2006
		(in thousands)
Net loss, as reported		$	(35,848	)
The share-based employee compensation cost included in net loss as reported, net of $0 related tax benefit			1,678
Deduct: Total share-based employee compensation cost determined under the provisions of APB 25, net of $0 related tax benefit			(1,604	)
Pro forma net loss		$	(35,774	)

	Stock Options

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		2006				2005				2004
Expected dividends			0.9	%			0.7	%			1.0	%
Expected volatility			36.1	%			35.2	%			37.1	%
Risk-free interest rates			4.1	%			3.0	%			1.9	%
Expected term (years)			3.35				4.00				4.00

		2006								2005								2004
						Weighted								Weighted								Weighted
						Average								Average								Average
						Exercise								Exercise								Exercise
		Shares				Price				Shares				Price				Shares				Price
Stock options outstanding at the beginning of the year			399,006			$	17.88				491,084			$	15.29				713,506			$	12.66
Stock options forfeited or expired			(13,024	)		$	29.54				(48,532	)		$	15.93				(29,396	)		$	15.87
Stock options granted			87,500			$	37.16				96,258			$	24.53				169,700			$	17.70
Stock options exercised			(79,598	)		$	16.19				(139,804	)		$	14.03				(362,726	)		$	12.48
Stock options outstanding at the end of the year			393,884			$	22.12				399,006			$	17.88				491,084			$	15.29
Stock options exercisable at the end of the year			278,440			$	20.08				265,546			$	16.75				254,098			$	13.67

						Weighted-Average
						Grant-Date
		Shares				Fair Value
Nonvested stock options at July 2, 2005			133,460			$	6.11
Stock options granted			87,500			$	10.27
Stock options vested			(105,516	)		$	7.84
Nonvested stock options at June 30, 2006			115,444			$	7.68

F-19

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	Restricted Stock Awards

						Weighted-Average
		Shares				Grant Price
Restricted stock outstanding at July 2, 2005			34,000			$	18.30
Restricted stock granted			6,000			$	37.19
Restricted stock vested			—			$	—
Restricted stock forfeited			—			$	—
Restricted stock outstanding at June 30, 2006			40,000			$	21.13

	Performance Share Awards

F-20

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						Weighted-Average
		Shares				Grant Price
Performance shares outstanding at July 2, 2005			37,000			$	22.71
Performance shares granted			20,900			$	31.71
Performance shares vested			—			$	—
Performance shares forfeited			(5,600	)		$	25.01
Performance shares outstanding at June 30, 2006			52,300			$	26.06

11.	Research and Development

12.	Interest Expense

13.	Lease Commitments

F-21

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Table of Contents

14.	Derivative Instruments and Hedging Activity

15.	Income Taxes

			2006				2005				2004
			(in thousands)
Current expense:
	United States (federal, state and local)		$	—			$	—			$	—
	International			1,079				245				86
				1,079				245				86
Deferred expense:
	United States (federal, state and local)			—				—				—
	International			5,680				—				—
				5,680				—				—
			$	6,759			$	245			$	86

F-22

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		2006								2005
		Current				Non-Current				Current				Non-Current
		(in thousands)
Inventory valuations		$	6,029			$	—			$	5,088			$	—
Accruals			2,650				—				2,920				—
Depreciation			—				726				—				(419	)
International research and development expense deferrals			—				17,700				—				17,700
Tax credit carryforwards			—				17,306				—				14,754
Tax loss carryforwards			—				36,159				—				28,205
All other — net			(1,771	)			—				(2,544	)			—
			6,908				71,891				5,464				60,240
Valuation allowance			(6,908	)			(62,275	)			(5,464	)			(44,944	)
		$	—			$	9,616			$	—			$	15,296

		2006				2005				2004
Statutory U.S. income tax rate			35.0	%			35.0	%			35.0	%
U.S. valuation allowances			(35.0	)			(35.0	)			(35.0	)
State taxes			—				—				—
International income (loss)			(23.2	)			(6.9	)			(0.4	)
Effective income tax rate			(23.2	)%			(6.9	)%			(0.4	)%

16.	Business Segments

F-23

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		2006				2005				2004
		(in thousands)
Revenue
North America		$	168,094			$	159,829			$	154,133
International			172,313				127,221				156,251
NetBoss®			17,093				23,377				19,432
		$	357,500			$	310,427			$	329,816

			2006(1)				2005				2004(2)
			(in thousands)
Loss Before Income Taxes
Segment Operating Income (Loss):
	North America microwave		$	16,912			$	10,257			$	3,628
	International microwave			(34,090	)			(11,938	)			(17,521	)
	NetBoss®			1,058				4,398				656
Corporate allocations expense				(12,425	)			(6,189	)			(6,770	)
Net interest expense				(544	)			(61	)			(140	)
Loss before income taxes			$	(29,089	)		$	(3,533	)		$	(20,147	)

(1)	The operating loss in the International microwave segment in fiscal 2006 included $39,641 thousand in inventory write-downs and other charges associated with decisions made in fiscal 2006 regarding product discontinuances and the planned shutdown of manufacturing activities at our Montreal, Canada plant.
(2)	North America microwave’s operating income and International microwave’s operating loss includes $2,758 thousand and $4,490 thousand, respectively, of expenses related to cost-reduction measures and fixed asset write downs.

F-24

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Table of Contents

						% of								% of								% of
		2006				Total				2005				Total				2004				Total
										(in thousands)
United States		$	143,882				40.2	%		$	154,484				49.8	%		$	141,638				42.9	%
Canada			29,891				8.4	%			15,475				5.0	%			17,365				5.3	%
Nigeria			81,326				22.8	%			36,136				11.6	%			77,457				23.5	%
Other			102,401				28.6	%			104,332				33.6	%			93,356				28.3	%
Total		$	357,500				100.0	%		$	310,427				100.0	%		$	329,816				100.0	%

		2006				2005
		(in thousands)
United States		$	48,320			$	51,675
Canada			48,750				51,884
Brazil			4,985				5,586
France			3,798				4,257
Other			2,032				3,249
Total		$	107,885			$	116,651

17.	Legal Proceedings

F-25

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		Three Months Ended
		September 29,				September 30,
		2006				2005
		(in thousands)
Revenue from product sales and services
Revenue from external product sales and services		$	93,067			$	74,895
Revenue from product sales and services with parent			488				429
Total revenue from product sales and services			93,555				75,324
Cost of product sales and services
Cost of external product sales and services			(59,122	)			(50,854	)
Cost of product sales and services with parent			(2,889	)			(1,742	)
Total cost of product sales and services			(62,011	)			(52,596	)
Engineering, selling and administrative external expenses			(22,811	)			(18,134	)
Engineering, selling and administrative expenses with parent			(1,581	)			(1,406	)
Total engineering, selling and administrative expenses			(24,392	)			(19,540	)
Corporate allocations expense			(1,621	)			(1,536	)
Interest income			138				174
Interest expense			(130	)			(161	)
Income before income taxes			5,539				1,665
Income tax expense			(408	)			(268	)
Net income		$	5,131			$	1,397

F-26

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			September 29,				September 30,
			2006				2005
			(in thousands)
Assets
Current Assets:
	Cash and cash equivalents		$	14,386			$	6,542
	Receivables			123,815				117,077
	Unbilled costs			22,049				23,002
	Inventories			76,221				92,928
Total Current Assets				236,471				239,549
Other Assets
	Plant and equipment			49,493				52,807
	Goodwill			28,285				27,030
	Identifiable intangible assets			6,078				7,047
	Non-current notes receivable			5,542				5,852
	Non-current deferred income taxes			9,616				15,296
	Other assets			18,428				19,737
				117,442				127,769
			$	353,913			$	367,318
Liabilities and Division Equity
Current Liabilities:
	Short-term debt		$	100			$	75
	Accounts payable			47,196				36,296
	Compensation and benefits			11,410				9,137
	Other accrued items			18,764				17,444
	Advance payments and unearned income			13,235				7,239
Total current liabilities				90,705				70,191
Other Liabilities
	Due to Harris Corporation			3,074				6,749
Total Liabilities				93,779				76,940
Division Equity:
	Division equity			261,285				298,473
	Accumulated other comprehensive loss			(1,151	)			(8,095	)
Total division equity				260,134				290,378
			$	353,913			$	367,318

F-27

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				Three Months Ended
				September 29,				September 30,
				2006				2005
Operating Activities
Net income				$	5,131			$	1,397
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
		Depreciation and amortization			3,299				1,385
		Gain on sale of land and building			—				(1,844	)
(Increase) decrease in:
	Receivables				(1,619	)			(287	)
	Unbilled costs and inventories				(907	)			(7,314	)
Increase (decrease) in:
	Accounts payable and accrued expenses				(1,250	)			2,213
	Advance payments and unearned income				4,028				448
	Due to Harris Corporation				(9,568	)			(7,431	)
	Other				(96	)			4,022
Net cash (used in) operating activities					(982	)			(7,411	)
Investing Activities
Proceeds from sale of land and building					—				4,598
Additions of plant and equipment					(237	)			(441	)
Additions of capitalized software					(1,117	)			(910	)
Net cash (used in) provided by investing activities					(1,354	)			3,247
Financing Activities
Decrease in short term debt					(60	)			(946	)
Net cash and other transfers from Harris Corporation					2,677				2,847
Net cash provided by financing activities					2,617				1,901
Effect of exchange rate changes on cash and cash equivalents					271				1,002
Net increase (decrease) in cash and cash equivalents					552				(1,261	)
Cash and cash equivalents, beginning of period					13,834				7,803
Cash and cash equivalents, end of period				$	14,386			$	6,542

F-28

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						Accumulated Other
						Comprehensive Income
						(Loss) — Net Unrealized
						Gain (Loss) From
										Foreign
		Division				Hedging				Currency
		Equity				Derivatives				Translation				Total
		(in thousands)
Balance at July 1, 2005		$	294,229			$	271			$	(14,187	)		$	280,313
Net income			1,397				—				—				1,397
Foreign currency translation			—				—				6,116				6,116
Net unrealized loss on hedging activities, net of $0 tax			—				(295	)			—				(295	)
Comprehensive income															7,218
Net increase in investment from Harris Corporation			2,847				—				—				2,847
Balance at September 30, 2005		$	298,473			$	(24	)		$	(8,071	)		$	290,378
Balance at June 30, 2006		$	253,400			$	67			$	(1,447	)		$	252,020
Net income			5,131				—				—				5,131
Foreign currency translation			—				—				267				267
Net unrealized loss on hedging activities, net of $0 tax			—				(38	)			—				(38	)
Comprehensive income															5,360
Net increase in investment from Harris Corporation			2,754				—				—				2,754
Balance at September 29, 2006		$	261,285			$	29			$	(1,180	)		$	260,134

F-29

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1.	Significant Accounting Policies

F-30

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Table of Contents

2.	Accounting Changes or Recent Pronouncements

F-31

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3.	Receivables

		September 29,				September 30,
		2006				2005
		(in thousands)
Accounts receivable		$	125,148			$	114,918
Notes receivable due within one year — net			6,428				8,873
			131,576				123,791
Less allowances for collection losses			(7,761	)			(6,714	)
		$	123,815			$	117,077

4.	Inventories

		September 29,				September 30,
		2006				2005
		(in thousands)
Finished products		$	13,350			$	11,061
Work in process			34,792				21,231
Raw materials and supplies			43,954				93,786
			92,096				126,078
Inventory reserves			(15,875	)			(33,150	)
		$	76,221			$	92,928

F-32

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5.	Plant and Equipment

		September 29,				September 30,
		2006				2005
		(in thousands)
Land		$	585			$	585
Buildings			21,948				22,373
Machinery and equipment			91,390				110,986
			113,923				133,944
Less allowances for depreciation			(64,430	)			(81,137	)
		$	49,493			$	52,807

6.	Accrued Warranties

		Three Months Ended
		September 29,				September 30,
		2006				2005
		(in thousands)
Balance as of the beginning of the period		$	3,921			$	3,796
Warranty provision for sales made during the period			455				822
Settlements made during the period			(498	)			(816	)
Other adjustments to the liability including foreign currency translation during the period			—				72
Balance as of the end of the period		$	3,878			$	3,874

7.	Stock Options and Share-Based Compensation

F-33

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8.	Business Segments

			Three Months Ended
			September 29, 2006				September 30, 2005
			(in thousands)
Revenue
North America			$	49,829			$	45,580
International				39,271				25,749
NetBoss®				4,455				3,995
			$	93,555			$	75,324
Income Before Income Taxes
Segment Operating Income (Loss):
	North America microwave		$	1,912			$	6,442
	International microwave			4,964				(3,311	)
	NetBoss®			276				57
Corporate allocations expense				(1,621	)			(1,536	)
Net interest income				8				13
Income before income taxes			$	5,539			$	1,665

F-34

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Col. A				Col. B				Col. C								Col. D				Col. E
								Additions
												(2)
								(1)				Charged to
				Balance at				Charged to				Other								Balance at
				Beginning				Costs and				Accounts				Deductions —				End of
Description				of Period				Expenses				Describe				Describe				Period
				(In thousands)
Year ended June 30, 2006:
Amounts Deducted From																$	(279	)(A)
	Respective Asset Accounts:																3,693	(B)
		Allowances for collection losses		$	7,306			$	4,161			$	—			$	3,414			$	8,053
																$	(567	)(A)
																	53,651	(C)
		Allowances for inventory valuation		$	32,856			$	38,512			$	—			$	53,084			$	18,284
		Allowances for deferred tax assets		$	50,408			$	18,775			$	—			$	—			$	69,183
Year ended July 1, 2005:
Amounts Deducted From																$	(482	)(A)
	Respective Asset Accounts:																500	(B)
		Allowances for collection losses		$	6,301			$	1,023			$	—			$	18			$	7,306
																$	1,915	(A)
																	(2,075	)(C)
		Allowances for inventory valuation		$	33,770			$	(1,074	)		$	—			$	(160	)		$	32,856
		Allowances for deferred tax assets		$	35,948			$	14,100			$	—			$	—			$	50,048
Year ended July 2, 2004:
Amounts Deducted From																$	(26	)(A)
	Respective Asset Accounts:																2,906	(B)
		Allowances for collection losses		$	6,003			$	3,178			$	—			$	2,880			$	6,301
																$	(9	)(A)
																	(1,092	)(C)
		Allowances for inventory valuation		$	20,068			$	12,601			$	—			$	(1,101	)		$	33,770
		Allowances for deferred tax assets		$	29,562			$	6,386			$	—			$	—			$	35,948

F-35

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Document		Appendix
Amended and Restated Formation, Contribution and Merger Agreement			A
Form of Voting Agreement			B
Amended and Restated Certificate of Incorporation of Harris Stratex Networks, Inc.			C
Amended and Restated Bylaws of Harris Stratex Networks, Inc.			D
Investor Agreement			E
Non-Competition Agreement			F
Opinion of Bear, Stearns & Co. Inc.			G

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Table of Contents

A-1

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Table of Contents

		ARTICLE I Definitions and Terms
1.1.		Certain Definitions			A-6
1.2.		Additional Definitions			A-12
1.3.		Defined Terms Generally			A-15
		ARTICLE II Organization of Newco and Merger Sub and Related Corporate Actions
2.1.		Organization of Newco			A-15
2.2.		Directors and Officers of Newco			A-16
2.3.		Organization of Merger Sub			A-16
		ARTICLE III The Contribution Transaction and Merger
3.1.		The Contribution Transaction			A-16
3.2.		The Merger			A-17
3.3.		Closing			A-18
3.4.		Effective Time			A-18
3.5.		Deliveries by Newco Relating to the Contribution Transaction			A-18
3.6.		Deliveries by Harris Relating to the Contribution Transaction			A-18
3.7.		Nonassignability of Assets			A-19
3.8		Net Cash True-Up			A-19
3.9		Target Cash			A-20
		ARTICLE IV Certificate of Incorporation and Bylaws of the Surviving Corporation
4.1.		The Certificate of Incorporation			A-21
4.2.		The Bylaws			A-21
		ARTICLE V Officers and Directors of the Surviving Corporation
5.1.		Directors			A-21
5.2.		Officers			A-21
		ARTICLE VI Effect of the Merger on Capital Stock and Equity Awards; Exchange of Certificates
6.1.		Effect on Capital Stock of Stratex			A-21
6.2.		Exchange of Certificates			A-22
6.3.		No Dissenters’ Rights			A-24
6.4.		Treatment of Stratex Stock Plans			A-24
6.5.		Treatment of Warrants			A-25
		ARTICLE VII Representations and Warranties
7.1.		Representations and Warranties of Stratex			A-25
7.2.		Representations and Warranties of Harris			A-37
		ARTICLE VIII Covenants Relating to Interim Operations
8.1.		Covenants of Stratex			A-48
8.2.		Covenants of Harris			A-51
		ARTICLE IX Additional Agreements
9.1.		Acquisition Proposals			A-53
9.2.		Board Recommendation			A-55
9.3.		SEC Filings; Information Supplied; Stratex Stockholders Meeting			A-55
9.4.		Filings; Other Actions; Notification			A-56

A-2

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Table of Contents

9.5.		Tax Matters			A-58
9.6.		Ancillary Agreements			A-59
9.7.		Restructuring; Harris Intercompany Liabilities			A-59
9.8.		Transfer and Assignment of Excluded Assets by Contributed Subsidiary			A-59
9.9.		Insurance Proceeds			A-60
9.10.		Listing and De-listing			A-60
9.11.		Governance			A-60
9.12.		Section 16 Matters			A-60
9.13.		Affiliates			A-60
9.14.		Access; Financial Reporting			A-60
9.15.		Further Assurances			A-61
9.16.		Publicity			A-61
9.17.		Expenses			A-61
9.18.		Indemnification; Directors’ and Officers’ Insurance			A-61
9.19.		Takeover Statute			A-63
		ARTICLE X Conditions
10.1.		Conditions to Harris’ and Stratex’s Obligations to Effect the Transactions			A-63
10.2.		Conditions to Harris’ Obligation to Effect the Contribution Transaction			A-63
10.3.		Conditions to Stratex’s Obligation to Effect the Merger			A-64
		ARTICLE XI Termination
11.1.		Termination			A-65
11.2.		Effect of Termination and Abandonment			A-66
		ARTICLE XII Survival and Indemnification
12.1.		No Survival of Representations and Warranties			A-67
12.2.		Indemnification by Newco			A-67
12.3.		Indemnification by Harris			A-67
12.4.		Third Party Claims			A-68
12.5.		Tax and Insurance Adjustments			A-68
		ARTICLE XIII Miscellaneous and General
13.1.		Survival			A-68
13.2.		Modification or Amendment			A-69
13.3.		Waiver of Conditions			A-69
13.4.		Counterparts			A-69
13.5.		GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL			A-69
13.6.		Notices			A-70
13.7.		Entire Agreement			A-70
13.8.		No Third Party Beneficiaries			A-71
13.9.		Obligations of Harris and of Stratex			A-71
13.10.		Severability			A-71
13.11.		Interpretation; Construction			A-71
13.12.		Assignment			A-71

Exhibit 1		Form of Voting Agreement
Exhibit 2		Certificate of Incorporation of Newco
Exhibit 3		Bylaws of Newco
Exhibit 4		Certificate of Incorporation and Bylaws of Merger Sub
Exhibit 5		Investor Agreement
Exhibit 6		Non-Competition Agreement
Exhibit 7		Registration Rights Agreement
Exhibit 8		Intellectual Property Agreement

A-3

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Table of Contents

Exhibit 9		Trademark and Trade Name License Agreement
Exhibit 10		Harris Leased Property Agreement
Exhibit 11		Transition Services Agreement
Exhibit 12		Warrant Assumption Agreement
Exhibit 13		Affiliates Letter
Exhibit 14		NetBoss Service Agreement
Exhibit 15		Leased Equipment Agreement
Exhibit 16		Tax Sharing Agreement

Schedule A		Consent Certificates relating to Contributed Leases
Schedule B		Contributed Leases
Schedule C		Contributed Owned Real Property
Schedule D		Contributed Subsidiary Real Property
Schedule E		Excluded Liabilities
Schedule F		Excluded MCD Business Contracts
Schedule G		Stratex Persons with Knowledge
Schedule H		Harris Persons with Knowledge
Schedule I		MCD Employees
Schedule J		Initial Directors and Officers of Newco
Schedule K		Excluded Intellectual Property
Schedule L		Excluded Leases
Schedule M		Contributed Insurance Policies and Rights
Schedule N		Excluded Properties
Schedule O		Harris Internal Restructuring
Schedule P		Stratex Required Third Party Consents
Schedule Q		Harris Required Third Party Consents
Schedule R		Certain Equipment, Machinery and Other Personal Property

Section 7.2(b)		Subsidiaries
Section 7.2(d)		Governmental Filings; No Violations; Consents; and Approvals
Section 7.2(e)		Harris Reports; Financial Statements
Section 7.2(g)		Absence of Certain Changes
Section 7.2(h)		Litigation and Liabilities
Section 7.2(i)		Employee Benefits
Section 7.2(j)		Compliance with Laws and Regulations; Governmental Authorizations
Section 7.2(k)		Environmental Matters
Section 7.2(l)		Taxes
Section 7.2(m)		Intellectual Property
Section 7.2(n)		Labor Matters
Section 7.2(o)		Contracts and Commitments
Section 7.2(q)		Title to Properties; Encumbrances
Section 7.2(t)		Brokers and Finders
Section 8.2(b)		Interim Covenants of Harris

Section 7.1(b)		Capital Structure
Section 7.1(d)		Governmental Filings; No Violations; Consents; and Approvals
Section 7.1(e)		Stratex Reports; Financial Statements
Section 7.1(g)		Absence of Certain Changes
Section 7.1(h)		Litigation and Liabilities
Section 7.1(i)		Employee Benefits
Section 7.1(j)		Compliance with Laws and Regulations; Governmental Authorizations
Section 7.1(o)		Intellectual Property
Section 7.1(q)		Contracts and Commitments

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Defined Term:		Section:
“Acquisition Proposal”		9.1(a)
“Aggregate Target Cash”		3.9(a)
“Agreement”		PREAMBLE
“Audited Financial Statements”		7.2(e)(ii)
“Bankruptcy and Equity Exception”		7.1(c)(i)
“Bankruptcy Code”		7.1(d)(iv)
“Bear Stearns”		7.1(c)(iii)
“Board Approval”		7.1(c)(ii)
“Board Recommendation”		7.1(c)(ii)
“Bylaws”		4.2
“Cash Contribution”		3.1(a)
“Cash Shortfall”		3.8(a)
“Cash Statement”		3.8(a)
“Certificate”		6.1(a)
“Certificate of Incorporation”		4.1
“Certificate of Merger”		3.4
“Change In Recommendation”		9.1(a)
“Class A Common Stock”		2.1
“Class A Merger Shares”		6.2(a)
“Class B Common Stock”		2.1
“Closing”		3.3

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Defined Term:		Section:
“Closing Date”		3.3
“Code”		RECITALS
“Common Stock”		2.1
“Contributed Assets”		3.1(a)
“Contributed Insurance Proceeds”		3.1(a)(ix)
“Costs”		9.18(a)
“Covered Proposal”		11.2(b)
“CPA Firm”		3.8(c)
“Current Premium”		9.18(c)
“D&O Indemnified Parties”		9.18(a)
“D&O Insurance”		9.18(c)
“Effective Time”		3.4
“Excess Cash”		3.8(a)
“Exchange Agent”		6.2(a)
“Exchange Fund”		6.2(a)
“Excluded Assets”		3.1(b)
“Harris”		PREAMBLE
“Harris Audit Date”		7.2(e)
“Harris Certificate”		7.2(a)
“Harris Disclosure Letter”		7.2
“Harris ERISA Affiliate”		7.2(i)(iii)
“Harris Governing Documents”		7.2(b)(i)
“Harris Governing Instruments”		7.2(a)
“Harris Indemnified Persons”		12.2
“Harris IP Contracts”		7.2(m)(ii)(A)
“Harris IP Rights”		7.2(m)(ii)(B)
“Harris Material Contracts”		7.2(o)(ii)
“Harris MCD Budget”		8.2(c)
“Harris Objections”		3.8(b)
“Harris Reports”		7.2(e)(i)
“Harris Required Third Party Consents”		10.3(e)
“Harris Restructuring”		9.7
“Harris Stratex Networks, Inc.”		9.11(c)
“Harris Transactions”		7.2(c)(i)
“Indemnified Party”		12.4
“Indemnifying Party”		12.4
“Insiders”		9.12
“IRS”		7.1(i)(ii)
“Maximum Annual Premium”		9.18(c)
“MCD Employee Benefit Plans”		7.2(i)(i)
“MCD Employee ERISA Plans”		7.2(i)(ii)
“MCD Employee Pension Plan”		7.2(i)(ii)
“MCD Real Property”		7.2(k)(iv)
“Merger”		3.2

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Defined Term:		Section:
“Merger Consideration”		6.1(a)
“Merger Sub”		PREAMBLE
“Merger Sub Stock”		2.3
“Morgan Stanley”		7.2(t)
“Multi-Employer Plan”		7.1(i)(ii)
“Newco”		PREAMBLE
“Newco Contribution Shares”		3.1(d)
“Newco Governing Instruments”		2.1
“Newco Governmental Authorizations”		3.1(b)(xiv)
“Newco Indemnified Persons”		12.3
“Order”		10.1(e)
“Original Formation Agreement”		RECITALS
“Original Formation Agreement Date”		RECITALS
“PBGC”		7.1(i)(iii)
“Preferred Stock”		2.1
“Proxy Statement/ Prospectus”		7.1(f)
“Qualifying Acquisition Proposal”		9.1(a)
“Registration Statement”		7.1(f)
“Representative”		9.1(a)
“Required Governmental Authorizations”		10.1(c)
“Revised Terms”		9.1(c)
“Rights Agreement”		7.1(b)
“Section 16 Information”		9.12
“Stratex”		PREAMBLE
“Stratex Audit Date”		7.1(e)(i)
“Stratex Award”		6.4(b)
“Stratex Benefit Plans”		7.1(i)(i)
“Stratex Budget”		8.1(c)
“Stratex Bylaws”		7.1(a)
“Stratex Certificate”		7.1(a)
“Stratex Disclosure Letter”		7.1
“Stratex ERISA Affiliate”		7.1(i)(iii)
“Stratex ERISA Plans”		7.1(i)(ii)
“Stratex Governing Instruments”		7.1(a)
“Stratex IP Contracts”		7.1(o)(ii)(A)
“Stratex IP Rights”		7.1(o)(ii)(B)
“Stratex Material Contracts”		7.1(q)(ii)
“Stratex Networks, Inc.”		4.1
“Stratex Option”		6.4(a)
“Stratex Pension Plan”		7.1(i)(ii)
“Stratex Preferred Stock”		7.1(b)
“Stratex Reports”		7.1(e)(i)
“Stratex Required Third Party Consents”		10.2(e)
“Stratex Requisite Vote”		7.1(c)(i)

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Defined Term:		Section:
“Stratex Stock Plans”		7.1(b)
“Stratex Stockholders Meeting”		9.3(f)
“Stratex Transactions”		7.1(c)(i)
“Subsidiary Cash”		3.8(a)
“Superior Proposal”		9.1(a)
“Surviving Corporation”		3.2
“Tail Period”		11.2(b)
“Takeover Statute”		7.1(k)
“Target Cash”		3.9(a)
“Termination Date”		11.1(b)
“Termination Fee”		11.2(b)
“Third-Party IP Rights”		7.1(o)(ii)(B)
“Transactions”		2.1
“Transfer”		3.1(a)
“Voting Agreements”		RECITALS
“Voting Debt”		7.1(b)
“Warrant Agreement”		6.5

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	(A) reflected on the consolidated balance sheet of Stratex or readily apparent in the notes thereto, in each case included in Stratex’s annual report on Form 10-K for the period ended March 31, 2006 (but only to the extent so reflected or readily apparent);
	(B) incurred in the ordinary course of business since March 31, 2006;
	(C) required to be performed after the date of the Original Formation Agreement pursuant to the terms of the Contracts listed in Section 7.1(d) of the Stratex Disclosure Letter or applicable Law; or
	(D) that, individually or in the aggregate, have not had since the Stratex Audit Date, and would not reasonably be expected to result in, a Stratex Material Adverse Effect.

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	(A) reflected on the consolidated balance sheet of Harris or readily apparent in the notes thereto, in each case included in the Audited Financial Statements (but only to the extent so reflected or readily apparent);
	(B) incurred in the ordinary course of business since June 30, 2006;

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	(C) required to be performed after the date of the Original Formation Agreement pursuant to the terms of the Contracts listed in Section 7.2(d) of the Harris Disclosure Letter or applicable Law; or
	(D) that, individually or in the aggregate, have not had since June 30, 2006, and would not reasonably be expected to result in, a Harris Material Adverse Effect.

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	(i) to the Knowledge of Harris, Harris and its Subsidiaries have materially complied at all times with all applicable Environmental Laws in conducting the MCD Business;
	(ii) to the Knowledge of Harris, no property currently owned, leased or operated by Harris or its Subsidiaries which is Related to the MCD Business (including soils, groundwater, surface water buildings or other structures) is contaminated with any Hazardous Substance in a manner that has given or could reasonably be expected to give rise to any Environmental Liability;
	(iii) to the Knowledge of Harris, no property formerly owned, leased or operated by Harris or any of its Subsidiaries which is Related to the MCD Business was contaminated with any Hazardous Substance during or prior to such period of ownership, leasehold or operation in a manner that has given or could reasonably be expected to give rise to any Environmental Liability;
	(iv) to the Knowledge of Harris, neither Harris nor any of its Subsidiaries has incurred any Environmental Liabilities concerning any third party property as a result of the conduct of the MCD Business or any condition in, on, under or about the real property set forth in either Section 7.2(q)(i) or Section 7.2(q)(ii) of the Harris Disclosure Letter (the “MCD Real Property”);
	(v) neither Harris nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that Harris or any of its Subsidiaries may be in violation of or subject

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	to liability under any Environmental Law as a result of the conduct of the MCD Business or any condition in, on, under or about the MCD Real Property;
	(vi) neither Harris nor any of its Subsidiaries is subject to any order, decree, injunction or agreement with any Government Entity, or any indemnity or other agreement with any third party, concerning liability or obligations relating to any Environmental Law or otherwise relating to any Hazardous Substance, in each case relating to the conduct of the MCD Business or any condition in, on, under or about the MCD Real Property;
	(vii) to the Knowledge of Harris, there are no other circumstances or conditions involving the MCD Business that could reasonably be expected to result in any Environmental Liability for Newco or any of its Subsidiaries; and
	(viii) Harris has delivered to Stratex or made available copies of all environmental reports, studies, assessments and sampling data in its possession relating to the MCD Business or its current or former properties or operations.

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	(A) neither Harris nor any of its Subsidiaries will be, nor will Harris or any of its Subsidiaries be as a result of the execution and delivery of this Agreement or the performance of its obligations hereunder, including the consummation of the Contribution Transaction, in violation of any Contracts concerning the Contributed Intellectual Property or the Harris Licensed Intellectual Property to which Harris and/or any of its Subsidiaries are a party, including without limitation Contracts granting Harris and/or any of its Subsidiaries rights to use such Intellectual Property, non-assertion agreements, settlement agreements, agreements granting rights to use Harris IP Rights (as defined below), trademark coexistence agreements and trademark consent agreements (collectively, “Harris IP Contracts”) nor will the consummation of the Transactions trigger any modification, termination or acceleration thereunder, or create any license under or Encumbrance on the Contributed Intellectual Property held by Harris;
	(B) no suit, claim, action, investigation, proceeding or written demand with respect to or challenging the validity or enforceability of or alleging any infringement or violation in any material respect (I) the Contributed Intellectual Property or the Harris Licensed Intellectual Property owned by Harris or any of its Subsidiaries (collectively, the “Harris IP Rights”), or (II) to the Knowledge of Harris, any Third-Party IP Rights Related to the Contributed Intellectual Property or the Harris Licensed Intellectual Property, is currently pending or threatened in writing against Harris or any of its Subsidiaries by any Person;
	(C) there are no valid grounds for any valid claims (I) to the effect that the operation of the MCD Business as currently or as proposed to be conducted, or the current or proposed manufacture, sale, licensing or use of any product by the MCD Business, infringes or otherwise violates any Third-Party IP Rights; (II) against the use by Harris or any of its Subsidiaries of any Contributed Intellectual Property or Harris Licensed Intellectual Property in the MCD Business as currently or as proposed to be conducted; (III) challenging the ownership, validity or enforceability of any of the Harris IP Rights; or (IV) challenging the license or legally enforceable right to use of any Third-Party IP Rights Related to the Contributed Intellectual Property or the Harris Licensed Intellectual Property;
	(D) to the Knowledge of Harris, there is no unauthorized use, infringement or other violation of any of the Harris IP Rights, or any Third-Party IP Rights licensed or otherwise made available exclusively for use in connection with the Contributed Intellectual Property or the Harris Licensed Intellectual Property, by any Person, including any employee or former employee of Harris or any of its Subsidiaries;
	(E) to the Knowledge of Harris, all Harris IP Rights and Third-Party IP Rights Related to the Contributed Intellectual Property or the Harris Licensed Intellectual Property licensed or otherwise made available exclusively to Harris or any of its Subsidiaries are valid and enforceable;
	(F) all of the current and former MCD Employees have executed valid intellectual property assignment and confidentiality agreements for the benefit of Harris in a form which Harris has prior to the date of the Original Formation Agreement provided to Stratex for its review, and all

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	Intellectual Property developed under contract to Harris or any of its Subsidiaries has been assigned to Harris or such Subsidiaries;
	(G) Harris has taken reasonable measures to protect the confidentiality of all Trade Secrets Related to the MCD Business that are owned, used or held by Harris or any of its Subsidiaries, and to the Knowledge of Harris, such trade secrets have not been used, disclosed to or discovered by any Person except pursuant to valid and appropriate non disclosure and/or license agreements which have not been breached; and
	(H) Harris’ and its Subsidiaries’ collection and dissemination of personal customer information in connection with their business has been conducted in accordance with applicable privacy policies published or otherwise adopted by Harris and its Subsidiaries and any requirement under applicable Law, except where the failure to abide by any requirements under applicable Law will not cause a Harris Material Adverse Effect.

	(A) any Contract that would be a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) if an entity that held only the MCD Business was subject to the periodic reporting requirements under the Exchange Act;
	(B) any Contract (other than a Contract described in one of the other provisions of this Section 7.2(o)(i) without regard to any percentage or numerical limitation contained therein) that involved annual expenditures during the fiscal year of the MCD Business ended June 30, 2006 by Harris or any of its Subsidiaries in excess of $2,000,000 and that is not otherwise cancelable by Harris or such Subsidiary without any financial or other penalty on 90 days’ or less notice, excluding purchase orders for goods and services from Harris or any of its Subsidiaries with respect to which no obligations of any party remain outstanding;
	(C) any Contract (other than a Contract described in one of the other provisions of this Section 7.2(o)(i) without regard to any percentage or numerical limitation contained therein) that involved annual revenue during the fiscal year of the MCD Business ended June 30, 2006 to Harris and its Subsidiaries in excess of $2,000,000, excluding purchase orders for goods and services from Harris or any of its Subsidiaries with respect to which no obligations of any party remain outstanding;
	(D) any Contract that contains any (I) “most favored nation” or similar provision, (II) exclusivity provision or (III) other material restriction on the ability of Harris or any of its Subsidiaries to compete or to provide any products or services generally or in any market segment or any geographic area;

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	(E) any Contract or arrangement under which Harris or any of its Subsidiaries has (I) incurred any Indebtedness that is currently outstanding or (II) given any guarantee in respect of Indebtedness, in each case having an aggregate principal amount in excess of $2,000,000;
	(F) any partnership, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture material to the MCD Business or in which Harris or any such Subsidiaries owns more than a 15% voting or economic interest, or any interest valued at more than $2,000,000 without regard to percentage voting or economic interest;
	(G) any Contract to which Harris or any of its Subsidiaries is a party containing a standstill or similar agreement pursuant to which the party has agreed not to acquire assets or securities of the other party or any of its Affiliates;
	(H) any Contract providing for indemnification by Harris or any of its Subsidiaries of any Person, except for any such Contract that is (I) not material to the MCD Business and (II) entered into in the ordinary course of the MCD Business;
	(I) any Contract that contains a put, call or similar right pursuant to which Harris or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person or assets that have a fair market value or purchase price of more than $2,000,000;
	(J) any other Contract or group of related Contracts that, if terminated or subject to a default by any party thereto, would, individually or in the aggregate, reasonably be expected to result in a Harris Material Adverse Effect; and
	(K) any Harris IP Contracts.

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	(a) subject to Section 8.1(b), adopt or propose any change in any provision of the Stratex Governing Instruments;
	(b) merge or consolidate Stratex or any of its Subsidiaries with any other Person, except for such transactions among indirect and direct wholly owned Subsidiaries of Stratex that are not obligors or guarantors of Indebtedness of a Person other than Stratex or another wholly owned Subsidiary of Stratex;
	(c) acquire assets outside of the ordinary course of business from any other Person with an aggregate value or purchase price in excess of $500,000, other than capital expenditures specifically provided for in Stratex’s capital expenditure budget as set forth in Section 8.1(c) of the Stratex Disclosure Letter (the “Stratex Budget”);
	(d) enter into any material line of business other than the lines of business in which Stratex and its Subsidiaries is currently engaged as of the date of the Original Formation Agreement or distribute products other than the type of products that Stratex and its Subsidiaries are currently distributing as of the date of the Original Formation Agreement;
	(e) issue, sell, pledge, dispose of, grant, transfer, lease, license, guarantee, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any shares of capital stock of, or other equity interest in, Stratex or any of its Subsidiaries, or securities convertible into, or exchangeable or exercisable for, any such shares of capital stock or other equity interest, except for (i) the issuance of shares by a direct or indirect wholly owned Subsidiary of Stratex to Stratex or another direct or indirect wholly owned Subsidiary of Stratex, (ii) mergers or consolidations among wholly owned Subsidiaries of Stratex that are not obligors or guarantors of Indebtedness of a Person other than Stratex or another wholly owned Subsidiary of Stratex and (iii) the issuance and sale of Stratex Common Stock pursuant to Stratex Options or Stratex Awards outstanding prior to the date of the Original Formation Agreement and (iv) grants of Stratex Options or Stratex Awards permitted by Section 8.1(s);
	(f) other than in the ordinary course of business, create or incur any Encumbrance material to Stratex or any of its Subsidiaries on any assets used in the businesses of Stratex or any of its Subsidiaries having a value in excess of $500,000;
	(g) make any loans, advances or capital contributions to, or investments in, any Person in excess of $500,000 in the aggregate, except that Stratex may make such loans, advances or capital contributions to, or investments in, any direct or indirect wholly owned Subsidiary of Stratex that is not an obligor or guarantor of Indebtedness of a Person other than Stratex or another wholly owned Subsidiary of Stratex;
	(h) declare, set aside or pay any dividend or distribution (whether in cash, stock or property or any combination thereof) with respect to any shares of capital stock of Stratex or any of its Subsidiaries, except for dividends or distributions by any direct or indirect wholly owned Subsidiaries of Stratex and pro rata dividends or distributions payable to holders of interests in non wholly owned Subsidiaries;

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	(i) reclassify, split (including a reverse split), recapitalize, subdivide or repurchase, redeem or otherwise acquire, directly or indirectly, any of its capital stock except for the purpose of effecting mergers or consolidations among direct or indirect Subsidiaries of Stratex that are not obligors or guarantors of Indebtedness of a Person other than Stratex or another wholly owned Subsidiary of Stratex;
	(j) incur any Indebtedness or guarantee Indebtedness of another Person, or issue or sell any debt securities or warrants or other rights to acquire any debt security of Stratex or any of its Subsidiaries or enter into any capital lease, except for (i) Indebtedness described in clause (ii) or clause (iv) of the definition of “Indebtedness” which is incurred in the ordinary course of business, (ii) Indebtedness incurred in the ordinary course of business under Stratex’s existing revolving credit facility (or any replacement facility therefor) not to exceed $50,000,000 in the aggregate (including amounts outstanding as of the date of the Original Formation Agreement), (iii) refinancings of Indebtedness outstanding on the date of the Original Formation Agreement on commercially reasonable terms and (iv) loans or advances by Stratex or any of its Subsidiaries to direct or indirect wholly owned Subsidiaries of Stratex that are not obligors or guarantors of Indebtedness of a Person other than Stratex or another wholly owned Subsidiary of Stratex;
	(k) make or authorize any capital expenditure other than those specifically provided for in the Stratex Budget in excess of $1,000,000 in the aggregate or $250,000 for any single capital expenditure or any related group of expenditures;
	(l) other than in the ordinary course of business, enter into any Contract that would have been a Stratex Material Contract had it been entered into prior to the date of the Original Formation Agreement (other than as permitted by Section 8.1(j));
	(m) make any changes with respect to accounting policies or procedures, except as required by changes in GAAP or Regulation S-X promulgated under the Exchange Act, based upon the advice of its independent auditors after consultation with Harris;
	(n) settle any pending or threatened civil, criminal or administrative actions, proceedings, suits, claims, litigations, arbitrations, investigations or other proceedings for an amount to be paid by Stratex or any of its Subsidiaries in excess of $500,000 or which would be reasonably likely to have any material adverse impact on the operations of Stratex or any of its Subsidiaries, or indemnify any Person other than pursuant to a contractual obligation to do so;
	(o) other than in the ordinary course of business, (i) amend or modify in any material respect, or terminate or waive any material right or benefit under, any Stratex Material Contract (other than as permitted by Section 8.1(j)) or in respect of any pending or threatened civil, criminal or administrative actions, suits, claims, litigations, arbitrations, investigations or other proceedings, or (ii) cancel, modify or waive any debts, claims or rights held by it in each case having a value in excess of $500,000;
	(p) except as required by Law, make any material Tax election or take any material position on any material Tax Return filed on or after the date of the Original Formation Agreement or adopt any method therefor that is inconsistent with elections made, positions taken or methods used in preparing or filing similar Tax Returns in prior periods or settle or compromise any material Tax Liability;
	(q) sell, transfer, lease, license or otherwise dispose of any material Property of Stratex or its Subsidiaries except in the ordinary course of business or for obsolete assets;
	(r) sell, lease, abandon, transfer, dispose of, license or grant material rights under any material Stratex IP Rights or materially modify any existing rights with respect thereto, except in the ordinary course of business consistent with past practice, or enter into any settlement regarding (i) the infringement of any material Stratex IP Rights or (ii) the breach of any license agreements governing use of material Intellectual Property;

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	(s) terminate, establish, adopt, enter into, make any new grants or awards under, amend or otherwise modify, or accelerate vesting or payment under any Stratex Benefit Plans or enter into any new employment or compensatory agreements or arrangements with, or increase the salary, wage, bonus or other compensation payable or to become payable to, any directors, officers, employees or consultants of Stratex or any of the Subsidiaries; provided, however, that Stratex may increase the base salary or wage of any employee other than the 5 most highly compensated employees in the ordinary course of business and enter into new employment or compensatory arrangements with newly hired Persons if such Person would not, following his or her employment with Stratex, be one of Stratex’s 5 most highly compensated employees and is hired in the ordinary course of business as a replacement and not as part of a plan for business development; provided, further, that salary or wage increases and compensatory arrangements permitted by this Section 8.1(s) shall not, in the aggregate, exceed $1,000,000; provided, further, that Stratex may grant to its newly hired employees Stratex Options or Stratex Awards issued in the ordinary course of business consistent with past practice, with a per share price no less than the then-current market price of Stratex Common Stock and not subject to any accelerated vesting or other provision that would be triggered as a result of the consummation of the Transactions and/or termination of employment;
	(t) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Stratex or any of its Subsidiaries other than any plan of dissolution of an indirect or direct wholly owned Subsidiary of Stratex that is not an obligor or guarantor of Indebtedness of a Person other than Stratex or another wholly owned Subsidiary of Stratex;
	(u) take any action, including the adoption of any shareholder rights plan, which would, directly or indirectly, restrict or impair the ability of Harris or Merger Sub to vote, or otherwise to exercise the rights and benefits of a stockholder with respect to, securities of Stratex acquired or controlled or to be acquired or controlled by Harris or Merger Sub as contemplated by this Agreement or the Ancillary Agreements;
	(v) take any action that is reasonably likely to result in any of the conditions to the Contribution Transaction and the Merger set forth in Section 3.1 or Section 3.2 not being satisfied; or
	(w) agree or commit to do any of the foregoing.

	(a) subject to Section 8.2(b), adopt or propose any change in any provision of the Harris Governing Documents, other than as may be necessary to effect the Harris Restructuring;
	(b) merge or consolidate any of the Contributed Subsidiaries with any other Person;
	(c) acquire assets Related to the MCD Business outside of the ordinary course of business from any other Person with an aggregate value or purchase price in excess of $500,000, other than capital

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	expenditures specifically provided for in Harris’ capital expenditure budget for the MCD Business as set forth in Section 8.2(c) of the Harris Disclosure Letter (the “Harris MCD Budget”);
	(d) cause or permit the MCD Business to enter into any material line of business other than the lines of business in which the MCD Business is currently engaged as of the date of the Original Formation Agreement or to distribute products other than the type of products that the MCD Business is currently distributing as of the date of the Original Formation Agreement;
	(e) issue, sell, pledge, dispose of, grant, transfer, lease, license, guarantee, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any shares of capital stock of, or other equity interest in, the Contributed Subsidiaries, or securities convertible into, or exchangeable or exercisable for, any such shares of capital stock or other equity interest;
	(f) other than in the ordinary course of business, create or incur any Encumbrance material to the MCD Business on any of the Contributed Assets or assets or shares of the Contributed Subsidiaries having a value in excess of $500,000;
	(g) make any loans, advances or capital contributions to, or investments in, any Person (other than Harris or any direct or indirect wholly owned Subsidiary of Harris) which are Related to the MCD Business in excess of $500,000 in the aggregate;
	(h) make or authorize any capital expenditure Related to the MCD Business other than those specifically provided for in the Harris MCD Budget in excess of $1,000,000 in the aggregate or $250,000 for any single capital expenditure or any related group of expenditures;
	(i) other than in the ordinary course of business, enter into any Contract that would have been a Harris Material Contract had it been entered into prior to the date of the Original Formation Agreement;
	(j) enter into any capital lease the obligations of which would be Assumed Liabilities as of the Closing Date;
	(k) make any changes with respect to accounting policies or procedures which affect the MCD Business, except as required by changes in GAAP or Regulation S-X promulgated under the Exchange Act, based upon the advice of its independent auditors;
	(l) settle any pending or threatened civil, criminal or administrative actions, proceedings, suits, claims, litigations, arbitrations, investigations or other proceedings Related to the MCD Business for an amount to be paid by Harris or any of its Subsidiaries in excess of $500,000 or which would be reasonably likely to have any material adverse impact on the MCD Business or provide an indemnity Related to the MCD Business to any Person other than pursuant to a contractual obligation to do so;
	(m) other than in the ordinary course of the MCD Business, (i) amend or modify in any material respect, or terminate or waive any material right or benefit under, any Harris Material Contract or in respect of any pending or threatened civil, criminal or administrative actions, suits, claims, litigations, arbitrations, investigations or other proceedings Related to the MCD Business, or (ii) cancel, modify or waive any debts, claims or rights held by it which are Related to the MCD Business, in each case having a value in excess of $500,000;
	(n) sell, transfer, lease, license or otherwise dispose of any material Property of Harris or its Subsidiaries that would otherwise be Contributed Assets or Contributed Subsidiaries except in the ordinary course of business or for obsolete assets;
	(o) sell, lease, abandon, transfer, dispose of, license or grant material rights under any material Harris IP Rights or Harris Licensed Intellectual Property or materially modify any existing rights with respect thereto, in each case to the extent Related to the MCD Business, except in the ordinary course of business consistent with past practice, or enter into any settlement regarding (i) the infringement of any material Harris IP Rights or Harris Licensed Intellectual Property or (ii) the

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	breach of any license agreements governing use of Harris IP Rights or Harris Licensed Intellectual Property;
	(p) terminate, establish, adopt, enter into, make any new grants or awards under, amend or otherwise modify, or accelerate vesting or payment under any Harris Benefit Plans to any MCD Employee or enter into any new employment or compensatory agreements or arrangements with, or increase the salary, wage, bonus or other compensation payable or to become payable to, any MCD Employee or consultants to the MCD Business; provided, however, that Harris may increase the base salary or wage of any MCD Employee other than the 5 most highly compensated MCD Employees in the ordinary course of business and enter into new employment or compensatory arrangements with newly hired Persons who, following their employment by Harris, would be an MCD Employee, if such Person would not, following such employment, be one of the 5 most highly compensated MCD Employees and is hired in the ordinary course of business as a replacement and not as part of a plan for business development; provided, further, that salary or wage increases and compensatory arrangements permitted by this Section 8.2(p) shall not, in the aggregate, exceed $1,000,000; provided, however, that Harris may grant to newly hired Persons who, following their employment by Harris, would be MCD Employees options to purchase Harris Common Stock or other Harris equity awards issued in the ordinary course of business consistent with past practice, with a per share price no less than the then-current market price of Harris Common Stock and not subject to any accelerated vesting or other provision that would be triggered as a result of the consummation of the Transactions and/or termination of employment; notwithstanding the foregoing provisions of this Section 8.2(p), nothing in this Section 8.2(p) shall prevent Harris from (i) terminating, establishing, adopting, entering into, amending or otherwise modifying any Harris Benefit Plan so long as such action is applied consistently to all employees of Harris who participate in such Harris Benefit Plan (including MCD Employees) or (ii) making new grants or awards under any Harris Benefit Plan to MCD Employees so long as such grants or awards are a part of a Harris-wide Compensation review, and the review of MCD Employees and any resulting grants or awards are made in the ordinary course of business and are consistent with awards made to employees who are allocated to other divisions of Harris;
	(q) take any action that is reasonably likely to result in any of the conditions to the Contribution Transaction and the Merger set forth in Section 3.1 or Section 3.2 not being satisfied; or
	(r) agree or commit to do any of the foregoing.

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	(a)     Stockholder Approval. Stratex shall have obtained the Stratex Requisite Vote;
	(b)     Listing. The shares of (i) Class A Common Stock to be issued in the Merger, (ii) the shares of Class A Common Stock to be reserved for issuance upon the exercise of the Stratex Options and Stratex Awards and (iii) the shares of Class A Common Stock reserved for issuance upon conversion of the Class B Common Stock, shall have been authorized for listing on NASDAQ, in each case subject to official notice of issuance.
	(c)     Required Regulatory Approvals. The waiting period applicable to the consummation of the Contribution Transaction, the Merger and the other Transactions under the HSR Act shall have expired or been terminated, and all other Governmental Authorizations required to be made or obtained by Harris, Stratex or any of their Subsidiaries in connection with the consummation of the Transactions shall have been obtained or made other than those the failure of which to make or obtain would not, individually or in the aggregate, be reasonably likely to (i) have a material adverse effect on the results of operations, financial condition, cash flows, assets, liabilities or business of Newco and its Subsidiaries, taken as a whole, after the Closing or (ii) result in criminal liability or other material sanctions for any director or officer of Harris, Stratex or Newco (collectively, the “Required Governmental Authorizations”).
	(d)     Registration Statement. The Registration shall have become effective under the Securities Act and shall not be the subject of any stop order or any proceeding seeking a stop order.
	(e)     No Restraints. No statute, law, ordinance, rule, regulation, judgment, order, writ, injunction, decree or award (whether temporary, preliminary or permanent) enacted, issued, promulgated, enforced or entered by any Government Entity is in effect and restrains, enjoins or otherwise prohibits consummation of any of the Transactions (collectively, an “Order”).
	(f)     Newco and Merger Sub. Newco and Merger Sub shall have performed in all material respects all of their respective obligations under this Agreement that are required to be performed at or prior to the Closing.

	(a)     Representations and Warranties. (i) Each of the representations and warranties of Stratex set forth in Section 7.1(b), Section 7.1(c), Section 7.1(d)(ii)(A), Section 7.1(k) and Section 7.1(u) of this Agreement shall be true and correct in all material respects as of the date of the Original

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	Formation Agreement and as of and as if made on the Closing Date (except that any such representation and warranty which is expressly given as of a specified date on or prior to the date of the Original Formation Agreement need only be true and correct as of such specified date); (ii) each of the other representations and warranties of Stratex set forth in this Agreement shall be true and correct as of the date of the Original Formation Agreement and as of and as if made on the Closing Date (except that any such representation and warranty which is expressly given as of a specified date on or prior to the date of the Original Formation Agreement need only be true and correct as of such specified date), in each case without giving effect to any “Stratex Material Adverse Effect”, “in all material respects” or any other materiality qualifications or exceptions contained therein, except for any such failures to be so true and correct which, individually or in the aggregate, have not had and would not reasonably be expected to have a Stratex Material Adverse Effect; and (iii) Harris shall have received a certificate signed on behalf of Stratex by the Chief Executive Officer or Chief Financial Officer of Stratex as to the matters set forth in clauses (i) and (ii) of this Section 10.2(a).
	(b) Performance of Obligations by Stratex. Stratex shall have performed in all material respects all obligations under this Agreement that are required to be performed by it at or prior to the Closing, and Harris shall have received a certificate signed on behalf of Stratex by the Chief Executive Officer of Chief Financial Officer of Stratex to such effect.
	(c) Ancillary Agreements. Newco or one of its Subsidiaries shall have executed and delivered a counterpart of each Ancillary Agreement to which it has agreed to be a party as contemplated by this Agreement.
	(d) Tax Opinion. Harris shall have received the opinion of Sullivan & Cromwell LLP, counsel to Harris, dated the Closing Date, to the effect that the contribution of the Contributed Assets by Harris to Newco in exchange for the Newco Contribution Shares pursuant to the Contribution Transaction and the exchange of shares of Stratex Common Stock for Class A Common Stock pursuant to the Merger, taken together, will be treated for federal income tax purposes as a transaction described in Section 351 of the Code. In rendering such opinion, counsel to Harris shall be entitled to rely upon customary assumptions and representations provided by Newco, Harris and Stratex and others that counsel to Harris reasonably deemed relevant.
	(e) Stratex Required Third Party Consents. All of the consents, approvals, authorizations, licenses and waivers from non-Government Entities set forth on Schedule P (collectively, the “Stratex Required Third Party Consents”) shall have been obtained without the payment or provision of any material consideration by Stratex and/or its Subsidiaries and Stratex shall have provided reasonable evidence of such receipt of the Stratex Required Third Party Consent.
	(f) No Stratex Material Adverse Effect. Since the date of the Original Formation Agreement, there shall not have been any event, occurrence, discovery or development that, individually or in the aggregate, has had, or would reasonably be expected to have, a Stratex Material Adverse Effect.
	(g) The Merger. All of the conditions to Stratex’s obligations to consummate the Merger (other than Section 10.3(g)) shall have been satisfied or waived in writing by Stratex.

(a) Representations and Warranties. (i) Each of the representations and warranties of Harris set forth in the last sentence of Section 7.2(b)(i), Section 7.2(c), Section 7.2(d)(ii)(A) and Section 7.2(t) of this Agreement shall be true and correct in all material respects as of the date of the Original Formation Agreement and as of and as if made on the Closing Date (except that any such representation and warranty which is expressly given as of a specified date on or prior to the date of the Original Formation Agreement need only be true and correct as of such specified date); (ii) each of the other representations and warranties of Harris set forth in this Agreement shall be true and correct as of the date of the Original Formation Agreement and as of and as if made on the

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	Closing Date (except that any such representation and warranty which is expressly given as of a specified date on or prior to the date of the Original Formation Agreement need only be true and correct as of such specified date), in each case without giving effect to any “Harris Material Adverse Effect”, “in all material respects” or any other materiality qualifications or exceptions contained therein, except for any such failures to be so true and correct which, individually or in the aggregate, have not had and would not reasonably be expected to have a Harris Material Adverse Effect; and (iii) Stratex shall have received a certificate signed on behalf of Harris by the Chief Executive Officer or Chief Financial Officer of Harris as to the matters set forth in clauses (i) and (ii) of this Section 10.3(a).
	(b) Performance of Obligations by Harris. Harris shall have performed in all material respects all obligations under this Agreement required to be performed by it at or prior to the Closing, and Stratex shall have received a certificate signed on behalf of Harris by the Chief Executive Officer or Chief Financial Officer of Harris to such effect.
	(c) Ancillary Agreements. Each of Newco and Harris or one of their respective Subsidiaries shall have executed and delivered a counterpart of each Ancillary Agreement to which it has agreed to be a party as contemplated by this Agreement.
	(d) Tax Opinion. Stratex shall have received the opinion of Bingham McCutchen LLP, counsel to Stratex, dated the Closing Date, to the effect that the merger will, for federal income tax purposes, constitute a reorganization within the meaning of Section 368(a) of the Code, and that each of Newco and Stratex will constitute a party to a reorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, counsel to Stratex shall be entitled to rely upon customary assumptions and representations provided by Newco, Harris and Stratex and others that counsel to Stratex reasonably deemed relevant.
	(e) Harris Required Third Party Consents. All of the consents, approvals, authorizations, licenses and waivers from non-Government Entities set forth on Schedule Q (collectively, the “Harris Required Third Party Consents”) shall have been obtained without the payment or provision of any material consideration by Harris and/or its Subsidiaries.
	(f) No Harris Material Adverse Effect. Since the date of the Original Formation Agreement, there shall not have been any event, occurrence, discovery or development that, individually or in the aggregate, has had, or would reasonably be expected to have, a Harris Material Adverse Effect.
	(g) The Contribution Transaction. All of the conditions to Harris’ obligations to consummate the Contribution Transaction (other than Section 10.2(g)) shall have been satisfied or waived in writing by Harris.

	(a) by mutual written consent of Harris and Stratex;
	(b) by either Harris or Stratex: if (i) the Contribution Transaction and the Merger shall not have been consummated by March 31, 2007 (the “Termination Date”), (ii) the vote on the adoption of this Agreement by the stockholders of Stratex shall have been completed at the Stratex Stockholders Meeting (after any postponement or adjournment thereof) and the Stratex Requisite Vote shall not have been obtained, (iii) any Order permanently enjoining, restraining or otherwise prohibiting the Contribution Transaction or the Merger exists and such Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 11.1(b) shall not be available to any party that has breached its obligations under this

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	Agreement in any manner that shall have proximately contributed to the occurrence of the event which gave rise to the termination right under this Section 11.1(b);
	(c) by Harris, if (i) the Stratex Board shall have made, or agreed to make, a Change In Recommendation or failed to reconfirm its recommendation of this Agreement within five (5) Business Days after a written request by Harris to do so, (ii) there has been a breach of any representation, warranty, covenant or agreement made by Stratex in this Agreement, or any such representation or warranty shall have become untrue or incorrect on any date subsequent to the date of the Original Formation Agreement, in each case in a manner that would cause the condition in Section 10.2(a) or 10.2(b), as the case may be, not to be satisfied (assuming, except for cure purposes, any such subsequent date was the Closing Date) and such breach or failure to be true or correct is not curable or, if curable, is not cured within 30 days after written notice thereof is given by Harris to Stratex, (iii) a vote on the adoption of this Agreement by the stockholders of Stratex shall not have been taken and completed by February 28, 2007 or (iv) Stratex shall have materially breached any of its obligations under Section 9.1 or Section 9.2; provided, however, that notwithstanding the foregoing Harris may not terminate this Agreement pursuant to Section 11.1(c)(iv) or Section 11.1(c)(i)after the Stratex Requisite Vote has been obtained;
	(d) by Stratex, if there has been a breach of any representation, warranty, covenant or agreement made by Harris in this Agreement, or any such representation or warranty shall have become untrue or incorrect on any date subsequent to the date of the Original Formation Agreement, in each case in a manner that would cause the conditions in Section 10.3(a) or Section 10.3(b)(i), as the case may be, not to be satisfied (assuming, except for cure purposes, any such subsequent date was the Closing Date) and such breach or failure to be true and correct is not curable or, if curable, is not cured within 30 days after written notice thereof is given by Stratex to Harris; or
	(e) by Stratex, at any time prior to the time the Stratex Requisite Vote has been obtained, in order for Stratex to enter into a definitive agreement with respect to a Superior Proposal if (i) Stratex has not materially breached any of the terms of this Agreement, (ii) the Stratex Board has authorized Stratex to enter into a definitive agreement for such Superior Proposal, (iii) Stratex has complied with Section 9.1 and (iv) prior to the termination of this Agreement pursuant to this Section 11.1(e), Stratex shall have irrevocably paid to Harris the Termination Fee payable pursuant to Section 11.2(d) by wire transfer of immediately available funds.

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	if to Harris:
	Harris Corporation
	1025 West NASA Blvd.
	Melbourne, FL 32919
	Attn: Scott T. Mikuen
	fax: (321) 727-9222
	with a copy to (which shall not constitute notice):
	Sullivan & Cromwell LLP
	125 Broad Street
	New York, NY 10004
	fax: (212) 558-3588
	Attention: Duncan C. McCurrach
	if to Stratex:
	Stratex Networks, Inc.
	120 Rose Orchard Way
	San Jose, CA 95134
	Attn: Juan Otero
	fax: (408) 944-1770
	with a copy to (which shall not constitute notice):
	Bingham McCutchen LLP
	1900 University Avenue
	East Palo Alto, CA 94303
	fax: (650) 849-4800
	Attention: Bart Deamer

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	HARRIS CORPORATION

	By	/s/ Howard L. Lance

	Name:	Howard L. Lance
	Title:	Chairman, President & Chief Executive Officer

	STRATEX NETWORKS, INC.

	By	/s/ Charles D. Kissner

	Name:	Charles D. Kissner
	Title:	Chairman

	HARRIS STRATEX NETWORKS, INC.

	By	/s/ Guy M. Campbell

	Name:	Guy M. Campbell
	Title:	Chief Executive Officer

	STRATEX MERGER CORP.

	By	/s/ Scott T. Mikuen

	Name:	Scott T. Mikuen
	Title:	Vice President and Secretary

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		if to Harris:
		Harris Corporation 1025 West NASA Blvd. Melbourne, FL 32919 Attn: Scott T. Mikuen fax: (321) 727-9222
		with a copy to (which shall not constitute notice):
		Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 fax: (212) 558-3588 Attention: Duncan C. McCurrach
		if to Stratex:
		Stratex Networks, Inc. 120 Rose Orchard Way San Jose, CA 95134 Attn: General Counsel fax: (408) 944-1770

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		with a copy to (which shall not constitute notice):
		Bingham McCutchen LLP 1900 University Avenue East Palo Alto, CA 94303 fax: (650) 849-4800 Attention: Bart Deamer

	Sincerely,
	HARRIS CORPORATION

	By:

	Name:
	Title:

By:

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	(1) The name of the Corporation is Harris Stratex Networks, Inc.
	(2) The original certificate of incorporation of the Corporation was filed with the Secretary of State of Delaware on October 5, 2006.
	(3) This amended and restated certificate of incorporation which restates, integrates and amends the Corporation’s certificate of incorporation, as heretofore amended or supplemented, has been duly adopted by the board of directors of the Corporation (the “Board”) and by the stockholders of the Corporation in accordance with Sections 242 and 245 of the DGCL, and has been duly executed by an officer of the Corporation and filed in accordance with Section 103 of the DGCL.
	(4) The text of the certificate of incorporation of the Corporation as restated, integrated and amended (the “Amended and Restated Certificate of Incorporation”) shall read, in its entirety, as follows:

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	(i) “Affiliate” shall have the meaning assigned to such term by Rule 405 under the Securities Act of 1933, as amended.
	(ii) “Director” means any member of the Board.
	(iii) “Class A Director” means any Director other than a Class B Director.
	(iv) “Class B Director” means any Director who is elected by a separate class vote of the Class B Common Stock or who was appointed to fill a vacancy in respect of any Director so elected.
	(v) “Nominee” means, with respect to any Person, any nominee, custodian or other Person who holds shares of Common Stock for such Person without investment discretion.
	(vi) “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, government entity or other entity of any kind or nature.
	(vii) “Subsidiary” means, with respect to any Person, (A) any corporation of which such Person, any of its Subsidiaries or any combination of the foregoing own, directly or indirectly, outstanding capital stock or other securities of such corporation which are collectively entitled to cast a majority of all the votes entitled to be cast by all the holders of all classes of capital stock or other securities of such corporation which are entitled to vote generally in the election of directors of such corporation or (B) any Person other than a corporation in which such Person, any of its other Subsidiaries or any combination thereof has, directly or indirectly, majority economic ownership or the power to direct or cause the direction of the policies, management and affairs thereof; provided, however, that notwithstanding the foregoing neither the Corporation nor any of its Subsidiaries shall be deemed to be a Subsidiary of any holder of Class B Common Stock or any other Subsidiary of such holder.
	(viii) “Total Voting Power” means, at any time, the total number of votes then entitled to be cast generally in the election of the Class A Directors by all the holders of Voting Securities.
	(ix) “Voting Securities” means, at any time, all classes of capital stock or other securities of the Corporation then outstanding and entitled to vote generally in the election of the Class A Directors (which includes the Class B Common Stock).

	(i) the distinctive serial designation of such series which shall distinguish it from other series;
	(ii) the number of shares included in such series;
	(iii) the dividend rate (or method of determining such rate) payable to the holders of the shares of such series, any conditions upon which such dividends shall be paid and the date or dates upon which such dividends shall be payable;
	(iv) whether dividends on the shares of such series shall be cumulative and, in the case of shares of any series having cumulative dividend rights, the date or dates or method of determining the date or dates from which dividends on the shares of such series shall be cumulative;
	(v) the amount or amounts which shall be payable out of the assets of the corporation to the holders of the shares of such series upon voluntary or involuntary liquidation, dissolution or winding up the Corporation, and the relative rights of priority, if any, of payment of the shares of such series;

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	(vi) the price or prices at which, the period or periods within which and the terms and conditions upon which the shares of such series may be redeemed, in whole or in part, at the option of the Corporation or at the option of the holder or holders thereof or upon the happening of a specified event or events;
	(vii) the obligation, if any, of the Corporation to purchase or redeem shares of such series pursuant to a sinking fund or otherwise and the price or prices at which, the period or periods within which and the terms and conditions upon which the shares of such series shall be redeemed or purchases, in whole or in part, pursuant to such obligation;
	(viii) whether or not the shares of such series shall be convertible or exchangeable, at any time or times at the option of the holder or holders thereof or at the option of the Corporation or upon happening of a specified event or events, into shares of any other class or classes of stock of the Corporation, and the price or prices or rate or rates of exchange or conversion and any adjustments applicable thereto; and
	(ix) whether or not the holders of the shares of such series shall have voting rights, in addition to the voting rights provided by law, and if so the terms of such voting rights.

(a) At all times when the holders of all the outstanding shares of Class B Common Stock (assuming that all the outstanding shares of Class A Common Stock which are then exchangeable for Class B Common Stock have been so exchanged) are collectively entitled to cast a majority of the Total Voting Power: (i) the Board shall be comprised of nine Directors, (ii) the Class B Common Stock shall be entitled, voting separately as a class, to elect five of such Directors to serve as Class B Directors, (iii) the quorum for action by the Board shall be a majority of the Board, which majority shall include at least four Class B Directors, and (iv) the remaining four Directors will be Class A Directors nominated by a nominating committee consisting solely of the Class A Directors then in office (the “Nominating Committee”) and elected by the holders of the Common Stock, voting

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	together as a single class; provided, however, that at all times when Rule 4350(d)(2)(A) of the NASDAQ Rules applies to the Corporation a sufficient number of the Class A Directors must satisfy the requirements of that Rule with respect to the Corporation so that, together with any Class B Directors which may also satisfy such requirements with respect to the Corporation, there are enough Directors to constitute an audit committee of the Board which complies with the requirements of Rule 4350(d) of the NASDAQ Rules. As used herein, “NASDAQ Rules” means the rules promulgated by The Nasdaq Stock Market, Inc. which apply to issuers whose common stock is listed on the Nasdaq Global Market.
	(b) At all times when the holders of all of the outstanding shares of Class B Common Stock (assuming that all the outstanding shares of Class A Common Stock which are then exchangeable for Class B Common Stock have been so exchanged) are collectively entitled to cast a percentage of the Total Voting Power (the “Voting Percentage”) which is less than a majority but equal to or greater than 10% of the Total Voting Power: (i) the Class B Common Stock shall be entitled, voting separately as a class, to elect a number of Class B Directors which represents the Voting Percentage of the total number of Directors then comprising the entire Board (rounded down to the next whole number of Directors), and (ii) the remaining Directors will be Class A Directors nominated by the Nominating Committee (the composition of which shall comply with the requirements of Rule 4350(c)(4) of the NASDAQ Rules) and elected by the holders of the Common Stock, voting together as a single class; provided, however, that at all times when such rules apply to the Corporation a sufficient number of the Class A Directors must (A) qualify as an Independent Director with respect to the Corporation as such term is defined in Rule 4200(15) of the NASDAQ Rules so that Board complies with Rule 4350(c)(1) of the NASD Rules and (B) satisfy the requirements of Rule 4350(d)(2)(A) of the NASDAQ Rules with respect to the Corporation so that, together with any Class B Directors which may also satisfy such requirements with respect to the Corporation, there are enough Directors to constitute an audit committee which complies with the requirements of Rule 4350(d) of the NASDAQ Rules.
	(c) The holders of the Class B Common Stock, voting separately as a class, shall have the sole right to remove the Class B Directors with or without cause at any time and for any reason and the sole right to appoint successor Directors to fill any vacancies on the Board caused by any such removals. The holders of the Class A Common Stock, voting separately as a class, shall have the sole right to remove the Class A Directors without cause and the sole right to appoint successor Directors to fill any vacancies on the Board caused by any such removals. The holders of the Common Stock, voting together as a single class, shall have the sole right to remove the Class A Directors for cause and the sole right to appoint successor Directors to fill any vacancies on the Board caused by any such removals. Any vacancy created by any resignation, death or incapacity of any Class B Director shall be filled by the remaining Class B Directors then in office or, if there are none, by the holders of the Class B Common Stock, voting separately as a class. Any vacancy created by the resignation, death or incapacity of any Class A Director shall be filled by the remaining Class A Directors then in office or, if there are none, by the holders of the Class A Common Stock, voting separately as a class.

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	(a) engage in the same or similar activities or lines of business as the Corporation or any Subsidiary or develop or market any products or services that compete, directly or indirectly, with those of the Corporation or any of its Subsidiaries;
	(b) invest or own any interest in, or develop a business relationship with, any Person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Corporation or any of its Subsidiaries;
	(c) do business with any client or customer of the Corporation or any of its Subsidiaries;
	(d) employ or otherwise engage any former officer or employee of the Corporation or any of its Subsidiaries.

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ARTICLE I
Definitions and Construction
	1.1.			Certain Definitions			E-4
	1.2.			Additional Definitions			E-6
	1.3.			Terms Generally			E-6
ARTICLE II
Scope of Agreement
	2.1.			Scope of Agreement			E-7
	2.2.			Governing Instruments and Class B Common Stock			E-7
ARTICLE III
Boards of Directors
	3.1.			Role and Composition of the Board			E-7
	3.2.			Removal and Vacancies			E-8
	3.3.			Committees			E-9
	3.4.			Voting Requirements			E-9
	3.5.			Determination of Total Voting Power			E-9
ARTICLE IV
Covenants
	4.1.			Standstill Provisions			E-9
	4.2.			Access to Information, Audit and Inspection			E-9
	4.3.			Related Party Transactions			E-10
	4.4.			Freedom of Action			E-10
	4.5.			Preemptive Right			E-11
	4.6.			Covenants Relating to Financial, Accounting and Disclosure Matters			E-12
	4.7.			Option Exercise			E-16

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ARTICLE V
Miscellaneous
	5.1.			Termination			E-16
	5.2.			Governing Law and Venue; Waiver Of Jury Trial			E-16
	5.3.			Severability			E-17
	5.4.			Amendment; Waiver			E-17
	5.5.			Assignment			E-17
	5.6.			No Third-Party Beneficiaries			E-18
	5.7.			Notices			E-18
	5.8.			Entire Agreement			E-19
	5.9.			No Challenges; Specific Performance			E-19
	5.10.			Headings			E-19
	5.11.			Counterparts			E-19
	5.12.			Relationship of Parties			E-19
	5.13.			Construction			E-19
	5.14.			Effectiveness			E-19
	5.15.			Enforcement by the Company			E-19
	Exhibit A—			Certificate of Incorporation			A-1
	Exhibit B—			Bylaws			B-1

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Defined Term:		Section:
“Additional Voting Rights”		2.2
“Affiliate Transaction”		4.3
“Agreement”		Introductory Paragraph
“Annual Financial Statements”		4.6(j)
“Company”		Introductory Paragraph
“Company Auditors”		4.6(j)
“Corporate Opportunity”		4.4(c)
“Delaware Courts”		5.2
“Filing Party”		4.6(e)
“Formation Agreement”		Recitals
“GAAP”		4.6
“Harris”		Introductory Paragraph
“Harris Annual Statements”		4.6(j)
“Harris Auditors”		4.6(j)
“Harris Entities”		4.4(c)
“Harris Public Filings”		4.6(g)
“Monthly Exercise Notice”		4.5(b)
“Monthly Offer Notice”		4.5(b)
“Nominating Committee”		3.1(b)
“Non-Competition Agreement”		4.4(b)
“Offered Securities”		4.5
“Offer Notice”		4.5
“Proposed Issuance”		4.5
“Stratex”		Recitals
“Tax Return”		4.2(b)
“Voting Percentage”		3.1(c)

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	(i) any issuance of securities to, or other payments, awards or grants of in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, employee benefits, stock options and stock ownership plans approved by the Board,
	(ii) the payment of reasonable and customary fees to Directors who are not employees of the Company or any of its Subsidiaries,
	(iii) indemnification or insurance arrangements covering directors and officers of the Company and its Subsidiaries, and
	(iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes.

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	(i) engage in the same or similar activities or lines of business as the Company or any Subsidiary or develop or market any products or services that compete, directly or indirectly, with those of the Company or any of its Subsidiaries;
	(ii) invest or own any interest in, or develop a business relationship with, any Person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Company or any of its Subsidiaries;
	(iii) do business with any client or customer of the Company or any of its Subsidiaries; or
	(iv) employ or otherwise engage any former officer or employee of the Company or any of its Subsidiaries.

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	if to Harris:
	Harris Corporation 1025 West NASA Blvd. Melbourne, FL 32919 Attn: Scott T. Mikuen fax: (321) 727-9222
	with a copy to (which shall not constitute notice):
	Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 fax: (212) 558-3588 Attention: Duncan C. McCurrach
	if to the Company:
	Harris Stratex Networks, Inc. 120 Rose Orchard Way San Jose, CA 95134 Attn: General Counsel fax: (408) 944-1770
	with a copy to (which shall not constitute notice): [To be provided.]

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	HARRIS CORPORATION

	By

	Name:
	Title:
	HARRIS STRATEX NETWORKS, INC.

	By

	Name:
	Title:

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F-1

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	if to Harris:
	Harris Corporation
	1025 West NASA Blvd.
	Melbourne, FL 32919
	Attn: Scott T. Mikuen
	fax: (321) 727-9222
	with a copy to (which shall not constitute notice):
	Sullivan & Cromwell LLP
	125 Broad Street
	New York, NY 10004
	fax: (212) 558-3588
	Attention: Duncan C. McCurrach

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	if to the Company:
	Harris Stratex Networks, Inc.
	120 Rose Orchard Way
	San Jose, CA 95134
	Attn: General Counsel
	fax: (408) 944-1770
	with a copy to (which shall not constitute notice):
	[To be provided.]

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	HARRIS CORPORATION
	By

	Name:
	Title:
	STRATEX NETWORKS, INC.
	By

	Name:
	Title:
	HARRIS STRATEX NETWORKS, INC.
	By

	Name:
	Title:

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	•	reviewed drafts of the Merger Agreement and the Additional Transaction Documentation;
	•	reviewed Stratex’s Annual Reports to Stockholders and Annual Reports on Form 10-K for the fiscal years ended March 31, 2004, 2005 and 2006, its Quarterly Report on Form 10-Q for the period ended June 30, 2006 and its Current Reports on Form 8-K filed since March 31, 2006;
	•	reviewed Harris’s Annual Reports to Stockholders and Annual Reports on Form 10-K for the fiscal years ended June 30, 2004 and 2005, its press release of its results for the fiscal year ended 2006, its Quarterly Reports on Form 10-Q for the periods ended September 30, 2005, December 31, 2005 and March 31, 2006 and its Current Reports on Form 8-K filed since June 30, 2005;
	•	reviewed the final audited financial statements of the MCD Business for the fiscal years ended June 30, 2004, 2005 and 2006;
	•	reviewed certain operating and financial information relating to Stratex’s business and prospects, including projections for the five years ending June 30, 2011, all as prepared and provided to us by Stratex’s management;
	•	reviewed certain operating and financial information relating to MCD’s business and prospects, including projections for the three years ending June 30, 2009, all as prepared and provided to us by Harris’s and MCD’s management;
	•	reviewed certain operating and financial information relating to Newco’s business and prospects, including projections and synergy estimates for the three years ending June 30, 2009, all as prepared and provided to us by management of Harris, MCD and Stratex, and projections and synergy estimates for the two years ending June 30, 2011, as prepared and provided to us by Stratex’s management;
	•	reviewed certain estimates of cost savings and other combination benefits expected to result from the Transaction, all as prepared and provided to us by the management of Stratex, Harris and MCD;
	•	met with certain members of management of Stratex to discuss Stratex’s and the MCD Business’ respective businesses, operations, historical and projected financial results and future prospects;
	•	met with certain members of management of Harris and MCD to discuss the MCD Business’ businesses, operations, historical and projected financial results and future prospects;
	•	reviewed the historical prices, trading multiples and trading volumes of the shares of Stratex Common Stock;
	•	reviewed publicly available financial data, stock market performance data and trading multiples of companies which we deemed generally comparable to Stratex, the MCD Business and Newco;
	•	reviewed the financial terms of recent mergers and acquisitions involving companies which we deemed generally comparable to Stratex;
	•	performed discounted cash flow and sensitivity analyses based on the projections for Stratex, Newco and the synergy estimates furnished to us;
	•	reviewed the pro forma financial results, financial condition and capitalization of Newco giving effect to the Transaction; and
	•	conducted such other studies, analyses, inquiries and investigations as we deemed appropriate.

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By:	/s/ Neil Morganbesser

Senior Managing Director

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	(a)	Exhibits

Exhibit
Number				Description
	2	.1		Amended and Restated Formation, Contribution and Merger Agreement, dated as of December 18, 2006, among Harris Corporation, Stratex Networks, Inc., Harris Stratex Networks, Inc. and Stratex Merger Corp. (attached as Appendix A to the proxy statement/ prospectus forming a part of this registration statement)*
	3	.1		Amended and Restated Certificate of Incorporation of Harris Stratex Networks, Inc. (attached as Appendix C to the proxy statement/ prospectus forming a part of this registration statement)
	3	.2		Amended and Restated Bylaws of Harris Stratex Networks, Inc. (attached as Appendix D to the proxy statement/ prospectus forming a part of this registration statement)
	5	.1***		Opinion of Sullivan & Cromwell LLP regarding the legality of securities being registered
	8	.1***		Opinion of Bingham McCutchen LLP regarding U.S. federal income tax matters
	8	.2***		Opinion of Sullivan & Cromwell LLP regarding U.S. federal income tax matters
	10	.1		Form of Investor Agreement (attached as Appendix E to the proxy statement/ prospectus forming a part of this registration statement)
	10	.3		Form of Non-Competition Agreement (attached as Appendix F to the proxy statement/ prospectus forming a part of this registration statement)
	10	.4		Form of Registration Rights Agreement between Harris Stratex Networks, Inc. and Harris Corporation (incorporated by reference to Exhibit 7 to Exhibit 2.1 to the Current Report on Form 8-K of Harris Corporation filed with the Securities and Exchange Commission on September 8, 2006, File No. 001-03863)
	10	.5		Form of Intellectual Property Agreement between Harris Stratex Networks, Inc. and Harris Corporation (incorporated by reference to Exhibit 8 to Exhibit 2.1 to the Current Report on Form 8-K of Harris Corporation filed with the Securities and Exchange Commission on September 8, 2006, File No. 001-03863)

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Exhibit
Number				Description
	10	.6		Form of Trademark and Trade Name License Agreement between Harris Stratex Networks, Inc. and Harris Corporation (incorporated by reference to Exhibit 9 to Exhibit 2.1 to the Current Report on Form 8-K of Harris Corporation filed with the Securities and Exchange Commission on September 8, 2006, File No. 001-03863)
	10	.7		Form of Lease Agreement between Harris Stratex Networks, Inc. and Harris Corporation (incorporated by reference to Exhibit 10 to Exhibit 2.1 to the Current Report on Form 8-K of Harris Corporation filed with the Securities and Exchange Commission on September 8, 2006, File No. 001-03863)
	10	.8		Form of Transition Services Agreement between Harris Stratex Networks, Inc. and Harris Corporation (incorporated by reference to Exhibit 11 to Exhibit 2.1 to the Current Report on Form 8-K of Harris Corporation filed with the Securities and Exchange Commission on September 8, 2006, File No. 001-03863)
	10	.9		Form of Warrant Assumption Agreement between Harris Stratex Networks, Inc. and Harris Corporation (incorporated by reference to Exhibit 12 to Exhibit 2.1 to the Current Report on Form 8-K of Harris Corporation filed with the Securities and Exchange Commission on September 8, 2006, File No. 001-03863)
	10	.10		Form of NetBoss Service Agreement between Harris Stratex Networks, Inc. and Harris Corporation (incorporated by reference to Exhibit 14 to Exhibit 2.1 to the Current Report on Form 8-K of Harris Corporation filed with the Securities and Exchange Commission on September 8, 2006, File No. 001-03863)
	10	.11		Restated Employment Agreement, dated as of May 14, 2002, by and between Stratex Networks, Inc. and Charles D. Kissner (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K of Stratex Networks, Inc. for the Fiscal Year Ended March 31, 2003, File No. 000-15895)
	10	.12		Employment Agreement, dated as of May 16, 2006, by and between Stratex Networks, Inc. and Thomas H. Waechter (incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K of Stratex Networks, Inc. for the Fiscal Year Ended March 31, 2006, File No. 000-15895)
	10	.13		First Amendment, dated September 1, 2006, to Employment Agreement, dated as of May 16, 2006, by and between Stratex Networks, Inc. and Thomas H. Waechter (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Stratex Networks, Inc. for the Fiscal Quarter Ended September 30, 2006, File No. 000-15895)
	10	.14		Employment Agreement, dated April 1, 2006, by and between Stratex Networks, Inc. and John Brandt (incorporated by reference to Exhibit 10.19 to the Annual Report on Form 10-K of Stratex Networks, Inc. for the Fiscal Year Ended March 31, 2006, File No. 000-15895)
	10	.15		Amendment A, dated April 19, 2006, to Employment Agreement, dated April 1, 2006, by and between Stratex Networks, Inc. and John Brandt (incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K of Stratex Networks, Inc. for the Fiscal Year Ended March 31, 2006, File No. 000-15895)
	10	.16		Employment Agreement, dated as of May 14, 2002, by and between Stratex Networks, Inc. and Carl A. Thomsen. (incorporated by reference to Exhibit 10.10 to the Annual Report on Form 10-K of Stratex Networks, Inc. for the Fiscal Year Ended March 31, 2003, File No. 000-15895)
	10	.17		Form of Employment Agreement, dated as of May 14, 2002, by and between Stratex Networks, Inc. and John C. Brandt (incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K of Stratex Networks, Inc. for the Fiscal Year Ended March 31, 2003, File No. 000-15895)
	10	.18		Form of Employment Agreement, dated as of May 14, 2002, by and between Stratex Networks, Inc. and Paul Kennard (incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K of Stratex Networks, Inc. for the Fiscal Year Ended March 31, 2003, File No. 000-15895)

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Exhibit
Number				Description
	10	.19		Amendment A, dated April 1, 2006, to Employment Agreement, dated May 14, 2002, by and between Stratex Networks, Inc. and Paul Kennard (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Stratex Networks, Inc. for the Fiscal Quarter Ended June 30, 2006, File No. 000-15895)
	10	.20		Amendment B, dated April 1, 2006, to Employment Agreement, dated May 14, 2002, by and between Stratex Networks, Inc. and Paul Kennard (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Stratex Networks, Inc. for the Fiscal Quarter Ended June 30, 2006, File No. 000-15895)
	10	.21		Employment Agreement, dated as of April 1, 2006, by and between Stratex Networks, Inc. and Larry Brittain (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Stratex Networks, Inc. for the Fiscal Quarter Ended June 30, 2006, File No. 000-15895)
	10	.22		Amendment A, dated April 14, 2006, to Employment Agreement, dated as of April 1, 2006, by and between Stratex Networks, Inc. and Larry Brittain (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of Stratex Networks, Inc. for the Fiscal Quarter Ended June 30, 2006, File No. 000-15895)
	10	.23		Amendment B, dated April 14, 2006, to Employment Agreement, dated as of April 1, 2006, by and between Stratex Networks, Inc. and Larry Brittain (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of Stratex Networks, Inc. for the Fiscal Quarter Ended June 30, 2006, File No. 000-15895)
	10	.24****		Form of Lease Agreement between Harris Stratex Networks Canada ULC and Harris Canada, Inc.
	10	.25***		Form of Tax Sharing Agreement between Harris Stratex Networks, Inc. and Harris Corporation
	10	.26***		Harris Stratex Networks, Inc. 2007 Stock Equity Plan
	10	.27****		Amendment to Employment Agreement, effective as of May 2, 2005, by and between Stratex Networks, Inc. and Charles D. Kissner
	10	.28****		Amendment to Employment Agreement, Amendment (B), effective as of April 1, 2006, by and between Stratex Networks, Inc. and Charles D. Kissner
	10	.29***		Third Amendment to Employment Agreement, dated as of December 15, 2006, by and between Stratex Networks, Inc. and Charles D. Kissner
	10	.30****		First Amendment to Employment Agreement, effective as of May 2, 2005, by and between Stratex Networks, Inc. and Carl Thomsen
	10	.31****		Amendment to Employment Agreement, Amendment (B), effective as of April 1, 2006, by and between Stratex Networks, Inc. and Carl Thomsen
	21	.1****		List of Subsidiaries of Harris Stratex Networks, Inc.
	23	.1***		Consent of Ernst & Young LLP, independent registered public accounting firm for the Microwave Communications Division of Harris Corporation
	23	.2***		Consent of Deloitte & Touche LLP, independent registered public accounting firm for Stratex Networks, Inc.
	24	.1****		Power of Attorney (included on the signature page of the Registration Statement on Form S-4 of Harris Stratex Networks, Inc. filed on October 13, 2006)
	99	.1		Opinion of Bear, Stearns & Co., Inc. (included as Appendix G to the proxy statement/ prospectus forming a part of this registration statement)
	99	.2***		Consent of Bear, Stearns & Co., Inc.
	99	.3***		Consents of Sullivan & Cromwell LLP (included in Exhibit 5.1 and Exhibit 8.2)
	99	.4***		Consent of Bingham McCutchen LLP (included in Exhibit 8.1)
	99	.5****		Consent of Charles D. Kissner
	99	.6****		Consent of Eric C. Evans

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Exhibit
Number				Description
	99	.7****		Consent of William A. Hasler
	99	.8****		Consent of Clifford H. Higgerson
	99	.9****		Consent of Dr. Mohsen Sohi
	99	.10****		Consent of Dr. James C. Stoffel
	99	.11****		Consent of Edward F. Thompson
	99	.12***		Form of Proxy Card of Stratex Networks, Inc.

	99	.13		Annual Report on Form 10-K of Stratex Networks, Inc. for the Fiscal Year Ended March 31, 2006 (as filed with the Securities and Exchange Commission on June 14, 2006, File No. 000-15895), as amended by Amendment No. 1 thereto (as filed with the Securities and Exchange Commission on June 20, 2006, File No. 000-15895) (in each case including Exhibit 13.1)
	99	.14		Quarterly Report on Form 10-Q of Stratex Networks, Inc. for the Fiscal Quarter Ended June 30, 2006 (as filed with the Securities and Exchange Commission on August 9, 2006, File No. 000-15895)
	99	.15		Quarterly Report on Form 10-Q of Stratex Networks, Inc. for the Fiscal Quarter Ended September 30, 2006 (as filed with the Securities and Exchange Commission on November 9, 2006, File No. 000-15895)
	99	.16		Item 5.02 and Exhibit 99.2 only of the Current Report on Form 8-K of Stratex Networks, Inc. (as filed with the Securities and Exchange Commission on May 18, 2006, File No. 000-15895)
	99	.17		Current Report on Form 8-K of Stratex Networks, Inc. (as filed with the Securities and Exchange Commission on May 19, 2006, File No. 000-15895)
	99	.18		Current Report on Form 8-K of Stratex Networks, Inc. (as filed with the Securities and Exchange Commission on August 18, 2006, File No. 000-15895)
	99	.19		Current Report on Form 8-K of Stratex Networks, Inc. (as filed with the Securities and Exchange Commission on September 6, 2006, File No. 000-15895)
	99	.20		Current Report on Form 8-K of Stratex Networks, Inc. (as filed with the Securities and Exchange Commission on September 7, 2006, File No. 000-15895)
	99	.21		Current Report on Form 8-K of Stratex Networks, Inc. (as filed with the Securities and Exchange Commission on September 11, 2006, File No. 000-15895)
	99	.22		Proxy Statement on Schedule 14A for the 2006 Annual Meeting of Stockholders of Stratex Networks, Inc. (as filed with the Securities and Exchange Commission on July 10, 2006, File No. 000-15895)
	99	.23		Description of common stock of Stratex Networks, Inc. set forth in the Registration Statement on Form 8-A of Stratex Networks, Inc. (as filed with the Securities and Exchange Commission on November 1, 1991), as amended by Amendment No. 1 thereto (as filed with the Securities and Exchange Commission on December 27, 1996, File No. 000-15895)
	99	.24		Second Restated Certificate of Incorporation of Stratex Networks, Inc., filed with the Secretary of State of Delaware on May 7, 2004 (Exhibit 3.1 to the Annual Report on Form 10-K of Stratex Networks, Inc. filed with the Securities and Exchange Commission on May 27, 2004, File No. 000-15895)
	99	.25		Amended and Restated Bylaws of Stratex Networks, Inc. (Amended and Restated as of May 18, 2006) (Exhibit 99.1 to the Current Report on Form 8-K of Stratex Networks, Inc. filed with the Securities and Exchange Commission on May 18, 2006, File No. 000-15895)

	*	Harris Stratex hereby agrees to furnish supplementally a copy of the omitted schedules, disclosure letters and exhibits to the Securities and Exchange Commission upon its request.

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	**	To be filed by amendment.

	***	Filed herewith.

****	Previously filed.

	(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	(a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
	(b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
	(c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

	(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
	(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

	(2) The registrant undertakes that every prospectus: (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as

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a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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	HARRIS STRATEX NETWORKS, INC.

	By:	/s/ Scott T. Mikuen

	Name: Scott T. Mikuen

	Title:	Secretary

Signature				Title		Date
*   Guy M. Campbell				Chief Executive Officer; Director (Principal Executive Officer)		December 29, 2006
*   Sarah A. Dudash				Chief Financial Officer (Principal Financial and Accounting Officer)		December 29, 2006
*   Howard L. Lance				Director		December 29, 2006
/s/ Scott T. Mikuen   Scott T. Mikuen				Attorney-in-Fact*		December 29, 2006

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Exhibit
Number				Description
	2	.1		Amended and Restated Formation, Contribution and Merger Agreement, dated as of December 18, 2006, among Harris Corporation, Stratex Networks, Inc., Harris Stratex Networks, Inc. and Stratex Merger Corp. (attached as Appendix A to the proxy statement/ prospectus forming a part of this registration statement)*
	3	.1		Amended and Restated Certificate of Incorporation of Harris Stratex Networks, Inc. (attached as Appendix C to the proxy statement/ prospectus forming a part of this registration statement)
	3	.2		Amended and Restated Bylaws of Harris Stratex Networks, Inc. (attached as Appendix D to the proxy statement/ prospectus forming a part of this registration statement)
	5	.1***		Opinion of Sullivan & Cromwell LLP regarding the legality of securities being registered
	8	.1***		Opinion of Bingham McCutchen LLP regarding U.S. federal income tax matters
	8	.2***		Opinion of Sullivan & Cromwell LLP regarding U.S. federal income tax matters
	10	.1		Form of Investor Agreement (attached as Appendix E to the proxy statement/ prospectus forming a part of this registration statement)
	10	.3		Form of Non-Competition Agreement (attached as Appendix F to the proxy statement/ prospectus forming a part of this registration statement)
	10	.4		Form of Registration Rights Agreement between Harris Stratex Networks, Inc. and Harris Corporation (incorporated by reference to Exhibit 7 to Exhibit 2.1 to the Current Report on Form 8-K of Harris Corporation filed with the Securities and Exchange Commission on September 8, 2006, File No. 001-03863)
	10	.5		Form of Intellectual Property Agreement between Harris Stratex Networks, Inc. and Harris Corporation (incorporated by reference to Exhibit 8 to Exhibit 2.1 to the Current Report on Form 8-K of Harris Corporation filed with the Securities and Exchange Commission on September 8, 2006, File No. 001-03863)
	10	.6		Form of Trademark and Trade Name License Agreement between Harris Stratex Networks, Inc. and Harris Corporation (incorporated by reference to Exhibit 9 to Exhibit 2.1 to the Current Report on Form 8-K of Harris Corporation filed with the Securities and Exchange Commission on September 8, 2006, File No. 001-03863)
	10	.7		Form of Lease Agreement between Harris Stratex Networks, Inc. and Harris Corporation (incorporated by reference to Exhibit 10 to Exhibit 2.1 to the Current Report on Form 8-K of Harris Corporation filed with the Securities and Exchange Commission on September 8, 2006, File No. 001-03863)
	10	.8		Form of Transition Services Agreement between Harris Stratex Networks, Inc. and Harris Corporation (incorporated by reference to Exhibit 11 to Exhibit 2.1 to the Current Report on Form 8-K of Harris Corporation filed with the Securities and Exchange Commission on September 8, 2006, File No. 001-03863)
	10	.9		Form of Warrant Assumption Agreement between Harris Stratex Networks, Inc. and Harris Corporation (incorporated by reference to Exhibit 12 to Exhibit 2.1 to the Current Report on Form 8-K of Harris Corporation filed with the Securities and Exchange Commission on September 8, 2006, File No. 001-03863)

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Exhibit
Number				Description
	10	.10		Form of NetBoss Service Agreement between Harris Stratex Networks, Inc. and Harris Corporation (incorporated by reference to Exhibit 14 to Exhibit 2.1 to the Current Report on Form 8-K of Harris Corporation filed with the Securities and Exchange Commission on September 8, 2006, File No. 001-03863)
	10	.11		Restated Employment Agreement, dated as of May 14, 2002, by and between Stratex Networks, Inc. and Charles D. Kissner (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K of Stratex Networks, Inc. for the Fiscal Year Ended March 31, 2003, File No. 000-15895)
	10	.12		Employment Agreement, dated as of May 16, 2006, by and between Stratex Networks, Inc. and Thomas H. Waechter (incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K of Stratex Networks, Inc. for the Fiscal Year Ended March 31, 2006, File No. 000-15895)
	10	.13		First Amendment, dated September 1, 2006, to Employment Agreement, dated as of May 16, 2006, by and between Stratex Networks, Inc. and Thomas H. Waechter (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Stratex Networks, Inc. for the Fiscal Quarter Ended September 30, 2006, File No. 000-15895)
	10	.14		Employment Agreement, dated April 1, 2006, by and between Stratex Networks, Inc. and John Brandt (incorporated by reference to Exhibit 10.19 to the Annual Report on Form 10-K of Stratex Networks, Inc. for the Fiscal Year Ended March 31, 2006, File No. 000-15895)
	10	.15		Amendment A, dated April 19, 2006, to Employment Agreement, dated April 1, 2006, by and between Stratex Networks, Inc. and John Brandt (incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K of Stratex Networks, Inc. for the Fiscal Year Ended March 31, 2006, File No. 000-15895)
	10	.16		Employment Agreement, dated as of May 14, 2002, by and between Stratex Networks, Inc. and Carl A. Thomsen. (incorporated by reference to Exhibit 10.10 to the Annual Report on Form 10-K of Stratex Networks, Inc. for the Fiscal Year Ended March 31, 2003, File No. 000-15895)
	10	.17		Form of Employment Agreement, dated as of May 14, 2002, by and between Stratex Networks, Inc. and John C. Brandt (incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K of Stratex Networks, Inc. for the Fiscal Year Ended March 31, 2003, File No. 000-15895)
	10	.18		Form of Employment Agreement, dated as of May 14, 2002, by and between Stratex Networks, Inc. and Paul Kennard (incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K of Stratex Networks, Inc. for the Fiscal Year Ended March 31, 2003, File No. 000-15895)
	10	.19		Amendment A, dated April 1, 2006, to Employment Agreement, dated May 14, 2002, by and between Stratex Networks, Inc. and Paul Kennard (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Stratex Networks, Inc. for the Fiscal Quarter Ended June 30, 2006, File No. 000-15895)
	10	.20		Amendment B, dated April 1, 2006, to Employment Agreement, dated May 14, 2002, by and between Stratex Networks, Inc. and Paul Kennard (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Stratex Networks, Inc. for the Fiscal Quarter Ended June 30, 2006, File No. 000-15895)

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Exhibit
Number				Description
	10	.21		Employment Agreement, dated as of April 1, 2006, by and between Stratex Networks, Inc. and Larry Brittain (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Stratex Networks, Inc. for the Fiscal Quarter Ended June 30, 2006, File No. 000-15895)
	10	.22		Amendment A, dated April 14, 2006, to Employment Agreement, dated as of April 1, 2006, by and between Stratex Networks, Inc. and Larry Brittain (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of Stratex Networks, Inc. for the Fiscal Quarter Ended June 30, 2006, File No. 000-15895)
	10	.23		Amendment B, dated April 14, 2006, to Employment Agreement, dated as of April 1, 2006, by and between Stratex Networks, Inc. and Larry Brittain (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of Stratex Networks, Inc. for the Fiscal Quarter Ended June 30, 2006, File No. 000-15895)
	10	.24****		Form of Lease Agreement between Harris Stratex Networks Canada UCL and Harris Canada, Inc.
	10	.25***		Form of Tax Sharing Agreement between Harris Stratex Networks, Inc. and Harris Corporation
	10	.26***		Harris Stratex Networks, Inc. 2007 Stock Equity Plan
	10	.27****		Amendment to Employment Agreement, effective as of May 2, 2005, by and between Stratex Networks, Inc. and Charles D. Kissner
	10	.28****		Amendment to Employment Agreement, Amendment (B), effective as of April 1, 2006, by and between Stratex Networks, Inc. and Charles D. Kissner
	10	.29***		Third Amendment to Employment Agreement, dated as of December 15, 2006, by and between Stratex Networks, Inc. and Charles D. Kissner
	10	.30****		First Amendment to Employment Agreement, effective as of May 2, 2005, by and between Stratex Networks, Inc. and Carl Thomsen
	10	.31****		Amendment to Employment Agreement, Amendment (B), effective as of April 1, 2006, by and between Stratex Networks, Inc. and Carl Thomsen
	21	.1****		List of Subsidiaries of Harris Stratex Networks, Inc.
	23	.1***		Consent of Ernst & Young LLP, independent registered public accounting firm for the Microwave Communications Division of Harris Corporation
	23	.2***		Consent of Deloitte & Touche LLP, independent registered public accounting firm for Stratex Networks, Inc.
	24	.1****		Power of Attorney (included on the signature page of the Registration Statement on Form S-4 of Harris Stratex Networks, Inc. filed on October 13, 2006)
	99	.1		Opinion of Bear, Stearns & Co., Inc. (included as Appendix G to the proxy statement/ prospectus forming a part of this registration statement)

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Exhibit
Number				Description
	99	.2***		Consent of Bear, Stearns & Co., Inc.
	99	.3***		Consents of Sullivan & Cromwell LLP (included in Exhibit 5.1 and Exhibit 8.2)
	99	.4***		Consent of Bingham McCutchen LLP (included in Exhibit 8.1)
	99	.5****		Consent of Charles D. Kissner
	99	.6****		Consent of Eric C. Evans
	99	.7****		Consent of William A. Hasler
	99	.8****		Consent of Clifford H. Higgerson
	99	.9****		Consent of Dr. Mohsen Sohi
	99	.10****		Consent of Dr. James C. Stoffel
	99	.11****		Consent of Edward F. Thompson
	99	.12***		Form of Proxy Card of Stratex Networks, Inc.

	99	.13		Annual Report on Form 10-K of Stratex Networks, Inc. for the Fiscal Year Ended March 31, 2006 (as filed with the Securities and Exchange Commission on June 14, 2006, File No. 000-15895), as amended by Amendment No. 1 thereto (as filed with the Securities and Exchange Commission on June 20, 2006, File No. 000-15895) (in each case including Exhibit 13.1)
	99	.14		Quarterly Report on Form 10-Q of Stratex Networks, Inc. for the Fiscal Quarter Ended June 30, 2006 (as filed with the Securities and Exchange Commission on August 9, 2006, File No. 000-15895)
	99	.15		Quarterly Report on Form 10-Q of Stratex Networks, Inc. for the Fiscal Quarter Ended September 30, 2006 (as filed with the Securities and Exchange Commission on November 9, 2006, File No. 000-15895)
	99	.16		Item 5.02 and Exhibit 99.2 only of the Current Report on Form 8-K of Stratex Networks, Inc. (as filed with the Securities and Exchange Commission on May 18, 2006, File No. 000-15895)
	99	.17		Current Report on Form 8-K of Stratex Networks, Inc. (as filed with the Securities and Exchange Commission on May 19, 2006, File No. 000-15895)
	99	.18		Current Report on Form 8-K of Stratex Networks, Inc. (as filed with the Securities and Exchange Commission on August 18, 2006, File No. 000-15895)
	99	.19		Current Report on Form 8-K of Stratex Networks, Inc. (as filed with the Securities and Exchange Commission on September 6, 2006, File No. 000-15895)
	99	.20		Current Report on Form 8-K of Stratex Networks, Inc. (as filed with the Securities and Exchange Commission on September 7, 2006, File No. 000-15895)
	99	.21		Current Report on Form 8-K of Stratex Networks, Inc. (as filed with the Securities and Exchange Commission on September 11, 2006, File No. 000-15895)

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	99	.22		Proxy Statement on Schedule 14A for the 2006 Annual Meeting of Stockholders of Stratex Networks, Inc. (as filed with the Securities and Exchange Commission on July 10, 2006, File No. 000-15895)
	99	.23		Description of common stock of Stratex Networks, Inc. set forth in the Registration Statement on Form 8-A of Stratex Networks, Inc. (as filed with the Securities and Exchange Commission on November 1, 1991), as amended by Amendment No. 1 thereto (as filed with the Securities and Exchange Commission on December 27, 1996, File No. 000-15895)
	99	.24		Second Restated Certificate of Incorporation of Stratex Networks, Inc., filed with the Secretary of State of Delaware on May 7, 2004 (Exhibit 3.1 with the Annual Report on Form 10-K of Stratex Networks, Inc. filed to the Securities and Exchange Commission on May 27, 2004, File No. 000-15895)
	99	.25		Amended and Restated Bylaws of Stratex Networks, Inc. (Amended and Restated as of May 18, 2006) (Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 18, 2006, File No. 000-15895)

	*	Harris Stratex hereby agrees to furnish supplementally a copy of the omitted schedules, disclosure letters and exhibits to the Securities and Exchange Commission upon its request.

	**	To be filed by amendment.

***	Filed herewith.

****	Previously filed.

 

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	Very truly yours,
	/s/    SULLIVAN & CROMWELL LLP

 

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	/s/ Ernst & Young LLP
	Certified Public Accountants

 

 

	BEAR, STEARNS & CO. INC.

	By:	/s/ Neil B. Morganbesser

	Neil B. Morganbesser
	Senior Managing Director

 

PROXY	EXHIBIT 99.12

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Please Mark Here for Address Change or Comments PLEASE SEE REVERSE SIDE		o

				FOR		AGAINST		ABSTAIN
1		To consider and vote upon a proposal to adopt the Formation, Contribution and Merger Agreement, dated as of September 5, 2006, between Stratex Networks, Inc., a Delaware corporation, or Stratex, and Harris Corporation, a Delaware corporation, as amended and restated as of December 18, 2006, and to approve the merger of Stratex Merger Corp., with and into Stratex, with Stratex continuing as the surviving corporation, and the other transactions provided for in such agreement.		o		o		o

				FOR		AGAINST		ABSTAIN
2		To consider and vote upon a proposal to adjourn the special meeting of the Stratex stockholders, including for the purpose of soliciting additional proxies, in the discretion of the proxies or either of them.		o		o		o

Signature	Signature	Date

INTERNET http://www.proxyvoting.com/stxn Use the internet to vote your proxy. Have your proxy card in hand when you access the web site.		OR		TELEPHONE 1-866-540-5760 Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call.

 

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