Form of) OPTION AGREEMENTOption Agreement • December 3rd, 2003 • Powerwave Technologies Inc • Radio & tv broadcasting & communications equipment
WHEREAS the Option Issuer is the owner of shares in LGP Allgon Holding AB (556346 – 2620), (the “Company”). These shares, together with any other shares of the Company acquired by the Option Issuer after the date of this Option Agreement until the right to purchase the Shares is exercised by the Option Holder, shall for the purpose of this Option Agreement constitute the “Shares”;
AGREEMENTMerger Agreement • December 3rd, 2003 • Powerwave Technologies Inc • Radio & tv broadcasting & communications equipment
WHEREAS the Offeror and the Company believe that a combination of their respective businesses will create a world-wide leader in design and manufacture of a broad suite of wireless infrastructure products and result in a broad coverage of both the US and the European markets. A combined company will offer the opportunity to realise significant strategic and cost saving benefits. A combination will improve the companies’ ability to generate long term growth and shareholder value and will give the shareholders of both companies the opportunity to participate in the significant potential strategic and financial benefits expected to result from the combination;
FORM OF) LOCK-UP AGREEMENTLock-Up Agreement • December 3rd, 2003 • Powerwave Technologies Inc • Radio & tv broadcasting & communications equipment
WHEREAS, the Parent and LGP Allgon Holding AB, (556346 – 2620), a company organized under the laws of Sweden (the “Company”), have agreed to a strategic combination transaction, pursuant to which the Parent will effect a tender offer for the Company’s outstanding shares (the “Offer”).
