ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

     On April 9, 2010, Wireless Telecom Group, Inc., a New Jersey corporation (the “Registrant”), its wholly owned subsidiary, Willtek Communications GmbH, a company organized under the laws of Germany (“Willtek”), and Willtek’s wholly owned subsidiaries, Willtek Communications SARL and Willtek Communications, Inc. (together, the “Willtek Subsidiaries”, and collectively with Willtek, the “Seller Parties”), entered into an Asset Purchase Agreement, dated April 9, 2010 (the “Purchase Agreement”), with Aeroflex Incorporated, a Delaware corporation (“Aeroflex”), and Aeroflex’s wholly owned subsidiaries Aeroflex Wichita, Inc., Aeroflex GmbH and Aeroflex France SAS (together, the “Buyer Parties”), pursuant to which the Registrant and the Seller Parties have agreed to sell to the Buyer Parties substantially all of the operating assets of the Seller Parties, and the Buyer Parties have agreed to assume certain liabilities related to such assets and the business of the Seller Parties (the “Business”), all upon the terms and subject to the conditions of the Purchase Agreement (the “Transaction”).

     The operating assets of the Seller Parties to be sold to the Buyer Parties under the Purchase Agreement include accounts receivable, inventory, fixed assets, intellectual property and goodwill of the Seller Parties that are used in or related to the Business. Certain liabilities of the Seller Parties to be assumed by the Buyer Parties under the Purchase Agreement include trade accounts payable, certain pension-related liabilities and certain other accrued and other current liabilities of the Seller Parties that relate to the acquired assets or the Business and are specified in the Purchase Agreement. As part of the Transaction, the Buyer Parties will assume all of Willtek’s employees worldwide pursuant to the terms and subject to the conditions of the Purchase Agreement.

     As consideration for the purchase of the acquired assets, the Buyer Parties have agreed to assume certain liabilities specified in the Purchase Agreement and to pay $2,750,000 in cash to the Seller Parties on the closing date of the Transaction. The cash purchase price is subject to a downward post-closing adjustment if the Adjusted Net Assets (as defined in the Purchase Agreement) of the Business as of the closing date of the Transaction is less than the Adjusted Net Assets Target (as defined in the Purchase Agreement).

     Under the Purchase Agreement, each of the Registrant and the Seller Parties agreed not to compete in connection with the design, development, manufacture or sale of products for terminal testing and air interface testing market applications (subject to certain exceptions) for a period of three years from and after the closing. In addition, each of the Registrant and the Seller Parties agreed not to (i) induce any customer of the Business to cease or reduce the amount of business such customer has customarily done with the Business, (ii) hire or solicit for hire any current employees of the Business or (iii) interfere in the relationship of the Business with any of its customers, suppliers and independent contractors, in each case for a period of three years from and after the closing.

     The Purchase Agreement contains customary representations and warranties, covenants and indemnification obligations of the parties thereto as set forth therein. The Transaction is subject to customary closing conditions, and the Purchase Agreement contains certain termination rights of the parties, including the right of any party to terminate the Purchase Agreement if the closing has not occurred by June 1, 2010.