0000950134-06-007862 Sample Contracts

Contract
Preferred Stock Purchase Warrant • April 26th, 2006 • Endwave Corp • Radio & tv broadcasting & communications equipment • California

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

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PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT
Preferred Stock and Warrant Purchase Agreement • April 26th, 2006 • Endwave Corp • Radio & tv broadcasting & communications equipment • California

This PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (this “Agreement”), is dated as of April 24, 2006, and is made between ENDWAVE CORPORATION, a Delaware corporation (the “Company”), and OAK INVESTMENT PARTNERS XI, LIMITED PARTNERSHIP, a Delaware limited partnership (the “Purchaser”).

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