Form of Underwriting Agreement WJ COMMUNICATIONS, INC. 12,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • January 22nd, 2004 • Wj Communications Inc • Special industry machinery, nec • New York
WJ Communications, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 2,000,000 shares of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Primary Shares”) and the stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the Underwriters an aggregate of 10,000,000 shares of Common Stock (the “Secondary Shares”). The aggregate of the Primary Shares and the Secondary Shares is herein referred to as the “Underwritten Shares”. The Selling Stockholders also propose to sell, at the option of the Underwriters, up to an aggregate of 1,800,000 additional shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.”
