Amended and Restated Certificate of Incorporation of Powerwave Technologies, Inc


 EXHIBIT 4.1 
 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION 
 OF 
 POWERWAVE TECHNOLOGIES, INC. 
 (Duly adopted in
accordance with Sections 242 and 245 of the Delaware General Corporation Law) 
 It is hereby certified that: 
 1. The present name of the corporation (hereinafter called the “Corporation”) is Powerwave Technologies, Inc. 
 2. The Corporation was originally incorporated under the name Milcom International, Inc.; the original Certificate of Incorporation was filed with the Secretary of State
of the State of Delaware on January 2, 1985. A Certificate of Renewal was filed with the Secretary of State on January 28, 1994, and the Certificate of Incorporation was amended on October 10, 1995, June 25, 1996 and
October 8, 1996, respectively, and a Certificate of Amendment were each filed with the Secretary of State on January 28, 1994, October 10, 1995 and October 8, 1996, respectively. 
 3. The Certificate of Incorporation of the Corporation, as amended and restated herein, at the effective time of filing of this Amended and Restated Certificate of
Incorporation with the Delaware Secretary of State, shall read in full as follows: 
 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

 OF 
 POWERWAVE
TECHNOLOGIES, INC. 
 ARTICLE I—NAME 
 The name of the Corporation is Powerwave Technologies, Inc. 
 ARTICLE II—REGISTERED OFFICE AND
AGENT 
 The address of the registered office of the corporation in the State of Delaware is 32 Lockerman Square, Dover, Delaware 19901, County of Kent.
The name of the Corporation’s registered agent at that address is The Prentice-Hall Corporation System, Inc. 
  






 ARTICLE III—PURPOSE 
 The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as amended from time to time. 

ARTICLE IV—AUTHORIZED CAPITAL 
 The total
number of shares of all classes of stock which the Corporation shall have authority to issue is 45,000,000, of which (i) 40,000,000 shares shall be designated “Common Stock” and shall have a par value of $0.0001 per share; and
(ii) 5,000,000 shares shall be designated “Preferred Stock” and shall have a par value of $0.0001 per share. The Board of Directors is authorized, subject to limitations prescribed by law, to provide for the issuance of the shares of
Preferred Stock in one or more series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers,
preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. The authority of the Board with respect to each series shall include, but not be limited to, determination of the following:

  

	(a)	The number of shares constituting that series and the distinctive designation of that series; 

 (b) The dividend rate on the shares of that series, whether dividends shall be cumulative and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that
series; 
 (c) Whether that series shall have voting rights, in addition to the voting rights provided by law and, if so, the terms of such voting rights;

 (d) Whether that series shall have conversion privileges and, if so, the terms and conditions of such conversion, including provision for adjustment of
the conversion rate in such events as the Board of Directors shall determine; 
 (e) Whether or not the shares of that series shall be redeemable and, if so,
the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per share payable in case of redemption, which amount may vary under different conditions and at different
redemption dates; 
 (f) Whether that series shall have a sinking fund for the redemption or purchase of shares of that series and, if so, the terms and
amount of such sinking fund; and 
 (g) The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding
up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series. 
  

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 ARTICLE V—BOARD OF DIRECTORS 
 A. Number of Directors. The number of directors of the Corporation shall be fixed from time to time by the Board of Directors either by a resolution or Bylaw adopted by the affirmative vote of a majority of the entire
Board of Directors; provided, however, that such number shall be not less than four (4) and not more than nine (9). 
 B. Written Ballot Not Required.
Elections of directors need not be by written ballot unless otherwise provided in the Bylaws. 
 C. Removal of Directors. Subject to the rights, if any, of
the holders of shares of Preferred Stock then outstanding, any or all of the directors of the Corporation may be removed from office at any time, for cause or otherwise, by the affirmative vote of a majority of the outstanding stock of the
Corporation then entitled to vote generally for the election of directors, considered for purposes herein as one class. 
 ARTICLE
VI—STOCKHOLDERS 
 A. Meetings of Stockholders. Meetings of the stockholders may be held within or without the State of Delaware, as the Bylaws may
provide. The books of the Corporation may be kept (subject to any provision contained in the Delaware Statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or by the Bylaws
of the Corporation. 
 B. Special Meetings of Stockholders. Special meetings of stockholders of the Corporation may be called by President, the Chief
Executive Officer, the Chairman of the Board of Directors or the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors, upon not less than 10 nor more than 60 days’ written notice. 
 ARTICLE VII—LIMITATION OF DIRECTORS’ LIABILITY 
 A director of this Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or limit the liability of
a director (i) for any breach of his duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derives an improper personal benefit. If the General Corporation Law of the State of Delaware is hereafter amended to
authorize corporate action further limiting or eliminating the personal liability of directors, then the liability of the directors of the Corporation shall be limited or eliminated to the fullest extent permitted by the General Corporation Law of
the State of Delaware, as so amended from time to time. Any repeal or modification of this Article VI by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a
director of the Corporation existing at the time of such repeal or modification. 
  

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 ARTICLE VIII—AMENDMENT OF BYLAWS 
 In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend, change, add to or repeal
the Bylaws of the Corporation. In addition, the Bylaws of the Corporation may be adopted, repealed, altered, amended or rescinded by the affirmative vote of a majority of the outstanding stock of the Corporation entitled to vote thereon. In addition
to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject,
nevertheless, to the provisions of the statutes of Delaware, these Articles of Incorporation, and any Bylaws adopted by the stockholders; provided, however, that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the
directors which would have been valid if such Bylaws had not been adopted. 
 IN WITNESS WHEREOF, said
Powerwave Technologies has caused this certificate to be signed by Bruce C. Edwards, its President and Chief Executive Officer, this 11th day of December,
1996. 
  

			
	Powerwave Technologies
		
	By:	 	/s/ BRUCE C. EDWARDS
		 	 Bruce C. Edwards
 President and Chief Executive
Officer



  

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 CERTIFICATE OF AMENDMENT 
 OF 
 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION 
 OF 
 POWERWAVE TECHNOLOGIES, INC.,

 a Delaware corporation 
 (Pursuant to Section 242 of the Delaware General Corporation Law) 
 POWERWAVE TECHNOLOGIES, INC., a corporation organized and existing under
the Delaware General Corporation Law (the “Corporation”), does hereby certify: 
 FIRST: That the Amended and Restated Certificate of Incorporation
of the Corporation was filed with the Secretary of State of the State of Delaware on December 11, 1996. 
 SECOND: In accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware, by unanimous written consent of the Board of Directors of the Corporation dated March 17, 2000, a resolution was duly adopted setting forth a proposed amendment to the
Amended and Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and directing that said amendment be submitted to the stockholders of the Corporation for consideration thereof at the next annual meeting
of the stockholders. The resolution setting forth the proposed amendment is as follows: 
 NOW, THEREFORE, BE IT RESOLVED, that, effective as of May 15,
2000, the first sentence of the first paragraph of “ARTICLE IV - AUTHORIZED CAPITAL,” of this Corporation’s Amended and Restated Certificate of Incorporation be amended and restated to read in its entirety as follows: 
 “The total number of shares of all classes of capital stock which the Corporation shall have the authority to issue is 140,000,000, of which (i) 135,000,000
shares shall be designated “Common Stock” and shall have a par value of $0.0001 per share; and (ii) 5,000,000 shares shall be designated “Preferred Stock” and shall have a par value of $0.0001 per share. Upon the
effectiveness of this Certificate of Amendment of Amended and Restated Certificate of Incorporation, each issued and outstanding share of the Corporation’s Common Stock, par value $0.0001 per share, shall automatically and without any action on
the part of the holder thereof be reclassified as and changed into three shares of the Corporation’s Common Stock, par value $0.0001 per share.” 
 THIRD: That thereafter, pursuant to resolution of the Board of Directors, the Annual Meeting of the stockholders of the Corporation was duly called and held, upon notice in accordance with Section 222 of the Delaware General
Corporation Law, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. 
 FOURTH: Said amendment was
duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law. 
  

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 IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by Bruce C. Edwards, its
President and Chief Executive Officer, and attested to by Kevin T. Michaels, its Senior Vice President, Finance, Chief Financial Officer and Secretary, this 1st day of May, 2000. 
  

			
	POWERWAVE TECHNOLOGIES, INC.
		
	By:	 	/s/ Bruce C. Edwards
		 	Bruce C. Edwards,
		 	President and Chief Executive Officer


  

			
	ATTEST:
		
	By:	 	/s/ Kevin T. Michaels
		 	Kevin T. Michaels,
		 	 Senior Vice President, Finance,
 Chief Financial
Officer and Secretary


  

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 CERTIFICATE OF DESIGNATION 
 of 
 RIGHTS, PREFERENCES AND PRIVILEGES 
 of 
 SERIES A JUNIOR PARTICIPATING
PREFERRED STOCK 
 of 
 POWERWAVE TECHNOLOGIES, INC. 
 (Pursuant to Section 151 of the 
 Delaware General Corporation Law) 
 We, Bruce C. Edwards and Kevin T. Michaels, the President and
Secretary, respectively of Powerwave Technologies, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the “Corporation”), hereby certify that the following resolution
was adopted by the Board of Directors of the Corporation as required by Section 151 of the General Corporation Law at a meeting duly called and held on May 31, 2001: 
 RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of this Corporation (hereinafter called the “Board of Directors” or the “Board”) in accordance with the
provisions of the Certificate of Incorporation, the Board of Directors hereby creates a series of Preferred Stock, par value $.0001 per share, of the Corporation (the “Preferred Stock”), and hereby states the designation and number of
shares, and fixes the relative rights, preferences, and limitations thereof as follows: 
 Series A Junior Participating Preferred Stock:

 Section 1. Designation and Amount. The shares of such series shall be designated as “Series A Junior Participating Preferred Stock”
(the “Series A Preferred Stock”) and the number of shares constituting the Series A Preferred Stock shall be Six Hundred and Fifty Thousand (650,000). Such number of shares may be increased or decreased by resolution of the Board of
Directors; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options,
rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock. 
 Section 2. Dividends and Distributions. 
 (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any
similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $.0001 per share (the “Common
Stock”), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if 

  

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declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of March, June,
September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of
Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per
share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the
Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the
Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than
by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event
under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to such event. 
 (B) The Corporation shall declare a dividend or distribution on the Series A Preferred
Stock as provided in paragraph (A) of this Section immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). 
 (C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date
of issue of such shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless
the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment
Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an
amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for
the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof.

  

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 Section 3. Voting Rights. The holders of shares of Series A Preferred Stock shall have the following voting rights:

 (A) Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to 100 votes on
all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes
per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. 
 (B) Except as otherwise provided herein, in any other Certificate of Designation of Rights, Preferences and Privileges creating a series of Preferred Stock or any similar stock, or by law, the holders of shares of Series A Preferred Stock
and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation. 
 (C) Except as set forth herein, or as otherwise provided by law, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be
required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. 
 Section 4. Certain Restrictions. 
 (A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred
Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation
shall not: 
 (i) declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Stock; 
 (ii) declare or pay dividends, or make any other distributions, on any shares of
stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are
payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; 
 (iii) redeem or purchase or otherwise
acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire
shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or 
  

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 (iv) redeem or purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of
stock ranking on a parity with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of
Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective
series or classes. 
 (B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner. 
 Section 5. Reacquired Shares. Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein,
in the Certificate of Incorporation, or in any other Certificate of Designation of Rights, Preferences and Privileges creating a series of Preferred Stock or any similar stock or as otherwise required by law. 
 Section 6. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made (1) to the
holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received the
greater of (a) $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, and (b) an aggregate amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of shares of Common Stock, or (2)) to the holders of shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are
entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of
the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders
of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. 
  

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 Section 7. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series A Preferred Stock shall at the same time be
similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination
or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set
forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. 
 Section 8. No Redemption. The shares of Series A Preferred Stock shall not be redeemable. 
 Section 9. Rank. The Series A Preferred Stock
shall rank, with respect to the payment of dividends and the distribution of assets, junior to all series of any other class of the Corporation’s Preferred Stock. 
 Section 10. Amendment. The Certificate of Incorporation of the Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A
Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least a majority or more of the outstanding shares of Series A Preferred Stock, voting together as a single class. 
 Section 11. Fractional Shares. Series A Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holder’s
fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Preferred Stock. 
  

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 IN WITNESS WHEREOF, we have executed and subscribed this Certificate of Designation of Rights, Preferences and Privileges
and do affirm the foregoing is true under the penalties of perjury this 1st day of June, 2001. 
 Bruce C. Edwards, President

 Kevin T. Michaels, Secretary 
  

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 CERTIFICATE OF AMENDMENT 
 OF 
 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION 
 OF 
 POWERWAVE TECHNOLOGIES, INC.,

 a Delaware corporation 
 (Pursuant to Section 242 of the Delaware General Corporation Law) 
 POWERWAVE TECHNOLOGIES, INC., a corporation organized
and existing under the Delaware General Corporation Law (the “Corporation”), does hereby certify: 
 FIRST: That the Amended and
Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on December 11, 1996. 
 SECOND: In accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware, by Action by Written Consent of the Board of Directors of the Corporation dated January 13, 2004, a resolution was duly
adopted setting forth a proposed amendment to the Amended and Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and directing that said amendment be submitted to the stockholders of the Corporation
for consideration thereof at a Special Meeting of the Corporation’s stockholders. The resolution setting forth the proposed amendment is as follows: 
 NOW, THEREFORE, BE IT RESOLVED, that, effective as of April 27, 2004, the first sentence of the first paragraph of “ARTICLE IV - AUTHORIZED CAPITAL,” of this Corporation’s Amended and Restated
Certificate of Incorporation be amended and restated to read in its entirety as follows: 
 “The total number of shares
of all classes of capital stock which the Corporation shall have the authority to issue is 255,000,000, of which (i) 250,000,000 shares shall be designated “Common Stock” and shall have a par value of $0.0001 per share; and (ii) 5,000,000
shares shall be designated “Preferred Stock” and shall have a par value of $0.0001 per share.” 
 THIRD: That thereafter,
pursuant to resolution of the Board of Directors, a Special Meeting of the stockholders of the Corporation was duly called and held, upon notice in accordance with Section 222 of the Delaware General Corporation Law, at which meeting the necessary
number of shares as required by statute were voted in favor of the amendment. 
 FOURTH: Said amendment was duly adopted in accordance with
the provisions of Section 242 of the Delaware General Corporation Law. 
  

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 IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by Bruce C.
Edwards, its Chief Executive Officer, and attested to by Kevin T. Michaels, its Senior Vice President, Finance, Chief Financial Officer and Secretary, this 27th day of April, 2004. 
  

			
	POWERWAVE TECHNOLOGIES, INC.
		
	 By:
	 	 /s/ Bruce C. Edwards

		 	Bruce C. Edwards
		 	Chief Executive Officer


  

			
	 ATTEST:

		
	 By:
	 	 /s/ Kevin T. Michaels

		 	Kevin T. Michaels,
		 	Senior Vice President, Finance,
		 	Chief Financial Officer and Secretary

  

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