exv4w1






Exhibit 4.1




AMENDMENT NO. 2 TO RIGHTS AGREEMENT

BETWEEN ENDWAVE CORPORATION AND

COMPUTERSHARE TRUST COMPANY, N.A.




     This Amendment No. 2 to Rights Agreement (this “Amendment”) is made as of February 4,
2011, 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”).



     Whereas, the Company is entering into an Agreement and Plan of Merger by and among
GigOptix, Inc., a Delaware corporation (“Parent”), Aerie Acquisition Corporation, a Delaware
corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company (as the same
may be amended from time to time, the “Merger Agreement”), dated as of February 4, 2011, pursuant
to which Merger Sub will merge with and into the Company, the Company will survive as a
wholly-owned subsidiary of Parent and the former holders of the Company’s common stock will receive
shares of common stock of Parent;



     Whereas, the Company and the Rights Agent are parties to that certain Rights
Agreement, dated as of December 1, 2005, as amended by that certain Amendment No. 1 to Rights
Agreement, dated as of December 21, 2007 (the “Rights Agreement”);



     Whereas, the Company hereby certifies to the Rights Agent that this Amendment is in
compliance with Section 27 of the Rights Agreement.



     Now, Therefore, in accordance with the procedures for amendment of the Rights
Agreement set forth in Section 27 thereof, and in consideration of the foregoing and the mutual
agreements herein set forth, the parties hereby agree as follows:



     1. Capitalized terms that are not otherwise defined herein shall have the meanings ascribed to
them in the Rights Agreement.



     2. Section 1(a)(A) of the Rights Agreement is hereby amended and restated to read as follows:




     (A) the term Acquiring Person shall not include (i) the Company, (ii) any
Subsidiary (as such term is hereinafter defined) of the Company, (iii) any employee
benefit or compensation plan of the Company or any Subsidiary of the Company, (iv)
any entity holding Common Shares for or pursuant to the terms of any such employee
benefit or compensation plan of the Company or any Subsidiary of the Company, (v)
any Person, together with all Affiliates and Associates of such Person, who is the
Beneficial Owner of 15% or more of the Common Shares outstanding as of the date of
this Agreement until such time after the date of this Agreement that such Person,
together with all Affiliates and Associates of such Person, shall become the
Beneficial Owner of any additional Common Shares (other than by means of a dividend
made by the Company on the Common Shares outstanding or pursuant to a split,
subdivision or other reclassification of the Common Shares undertaken by the
Company) and shall then beneficially own more than 15% of the Common Shares
outstanding, or (vi) GigOptix, Inc., a Delaware corporation, or any Affiliate or
Associate thereof (collectively, “Parent”), in each case to the extent, but only to
the extent, that Parent, or any of such Affiliates or Associates, becomes the
Beneficial Owner of 15% or more of the shares of Common Shares of the Company then
outstanding as a result of the execution, delivery or performance of the Agreement
and Plan of Merger by and among Parent, Aerie Acquisition Corporation, a



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Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the
Company (as the same may be amended from time to time, the “Merger Agreement”) or
the consummation of the merger of Merger Sub with and into the Company (the
“Merger”) or the transactions contemplated thereby, in each case in accordance with
the terms thereof, as such terms may be amended by the parties thereto;



     3. Section 3(a) of the Rights Agreement is amended by adding as the final sentence thereto the
following:




“Notwithstanding anything in this Agreement to the contrary, no Distribution Date
shall be deemed to have occurred as a result of the execution, delivery or
performance of the Merger Agreement or the consummation of the Merger or the
transactions contemplated thereby, in each case in accordance with the terms
thereof, as such terms may be amended by the parties thereto.”



     4. Section 11(a)(ii) of the Rights Agreement is amended by adding as the final sentence
thereto the following:




     “Notwithstanding anything in the Agreement to the contrary, no rights under
this Section 1(a)(ii) shall arise or be triggered, and no event described in Section
11(a)(ii) shall be deemed to have occurred as a result of the execution, delivery or
performance of the Merger Agreement or the consummation of the Merger or the
transactions contemplated thereby, in each case in accordance with the terms
thereof, as such terms may be amended by the parties thereto.”



     5. The Rights Agreement, as amended by this Amendment, shall remain in full force and effect
in accordance with its terms.



     6. All the covenants and provisions of this Amendment by or for the benefit of the Company or
the Rights Agent shall bind and inure to the benefit of their respective successors and assigns
hereunder.



     7. Nothing in this Amendment shall be construed to give to any person or corporation other
than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior
to the Distribution Date, the Common Shares) any legal or equitable right, remedy or claim under
this Amendment; but this Amendment shall be for the sole and exclusive benefit of the Company, the
Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution
Date, the Common Shares).



     8. If any term, provision, covenant or restriction of this Amendment is held by a court of
competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.



     9. This Amendment shall be deemed to be a contract made under the laws of the State of
Delaware and for all purposes shall be governed by and construed in accordance with the laws of
such State applicable to contracts to be made and performed entirely within such State.



     10. This Amendment may be executed in any number of counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument. A signature to this Amendment transmitted
electronically shall have the same authority, effect and enforceability as an original signature.



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     The parties herein have caused this Amendment to be duly executed and delivered as of the date
first above written.



	 	 	 	 	 
	 	Endwave Corporation

 	 
	 	By:  	                  /s/ Curt P. Sacks
 	 
	 	 	Name:  	Curt P. Sacks 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	Computershare Trust Company, N.A.

 	 
	 	By:  	               /s/ John M. Wahl
 	 
	 	 	Name:  	John M. Wahl 	 
	 	 	Title:  	Corporate Trust Officer 	 
	 



Amendment No. 2 to Rights Agreement