0000950134-07-026278 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 28th, 2007 • Endwave Corp • Radio & tv broadcasting & communications equipment • New York

This Stock Purchase Agreement (this “Agreement”), dated as of December 21, 2007, is made by and among Wood River Partners, L.P. and Wood River Partners Offshore, Ltd. (the “Wood River Entities”), Endwave Corporation (the “Company”) and, solely for purposes of Section 7.1 hereof, Arthur J. Steinberg, not individually but solely in his capacity as the Receiver of the Wood River Entities and certain related parties (the “Receiver”).

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AMENDMENT NO. 1 TO RIGHTS AGREEMENT BETWEEN ENDWAVE CORPORATION AND COMPUTERSHARE TRUST COMPANY, N.A.
Rights Agreement • December 28th, 2007 • Endwave Corp • Radio & tv broadcasting & communications equipment • Delaware

This Amendment No. 1 to Rights Agreement (this “Amendment”) is made as of December 21, 2007, by and between Endwave Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A, successor in interest to Computershare Trust Company, Inc., as rights agent (the “Rights Agent”).

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