0001193125-04-193033 Sample Contracts

REGISTRATION RIGHTS AGREEMENT Dated as of November 10, 2004 By and Between POWERWAVE TECHNOLOGIES, INC. as the Company, and DEUTSCHE BANK SECURITIES INC. as the Initial Purchaser
Registration Rights Agreement • November 10th, 2004 • Powerwave Technologies Inc • Radio & tv broadcasting & communications equipment • New York

This Registration Rights Agreement (this “Agreement”) is dated as of November 10, 2004, by and between POWERWAVE TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and DEUTSCHE BANK SECURITIES INC. (the “Initial Purchaser”).

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POWERWAVE TECHNOLOGIES, INC.
Purchase Agreement • November 10th, 2004 • Powerwave Technologies Inc • Radio & tv broadcasting & communications equipment • New York

Powerwave Technologies, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to issue and sell to you (the “Initial Purchaser”) $150,000,000 aggregate principal amount of its 1.875% Convertible Subordinated Notes Due 2024 (the “Firm Securities”). The Company also proposes to issue and sell to the Initial Purchaser at the Initial Purchaser’s option an additional $50,000,000 aggregate principal amount of its 1.875% Convertible Subordinated Notes due 2024 (the “Option Securities” and, together with the Firm Securities, the “Securities”) as set forth below.

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