**Exhibit 10.1**

**Asset Purchase Agreement**

**Shenzhen Tatfook Technology Co. Ltd**

as Purchaser 

**Filtronic (Suzhou)Telecommunication Products Co. Ltd.**

as Seller 

April 24, 2012 

 

 

**Table of Contents**

 
**Article**    **Page** 
1
 Definitions   2  
2
 The Transaction   2  
3
 Representations and Warranties of Seller   4  
4
 Representations and Warranties of Purchaser   9  
5
 Pre-closing covenants   11  
6
 Closing and Post-closing Covenants   14  
7
 Conditions Precedent to the Closing   15  
8
 Indemnification   16  
9
 Termination   19  
10
 Miscellaneous   20  
Schedule 1
       Definition   26  
Schedule 2
       Schedule List   31  
 
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**THIS ASSET PURCHASE AGREEMENT** (this “**Agreement**”) is made andentered into as of April 24, 2012, by and between **Shenzhen Tatfook Technology Co. Ltd.**, a company established and exists under the laws of the People’s Republic of China (“**PRC**”), whose registered address is at3rd Industrial Area of Shajing Industrial DevelopmentLimited, Haoxiang Road, Bao’an District, Shenzhen, PRC (“**Purchaser**”), and **Filtronic (Suzhou) Telecommunication Products Co. Ltd.**, a wholly-owned foreign enterprise established and exists under the laws of the PRC, whoseregistered address is at 33 Huo Ju Road, Suzhou New District, SND Hi-Tech Industrial Park, Suzhou 215009, Jiangsu Province, PRC (“**Seller**”). Purchaser and Seller are hereinafter collectively referred to as the“**Parties**”, and individually as a “**Party**”. 

**WHEREAS**Seller desires to sell, and Purchaser desires topurchase, certain tangible assets in connection with the custom OEM BTS filter and antenna business of Seller (“Business”) and other tangible assets of Seller on the terms and subject to the conditions set forth in this Agreement;

and 

**WHEREAS**, each ofSeller and Purchaser has been duly authorized by all necessary internal approvals to execute, deliver and perform this Agreement. 

**NOW,THEREFORE**, in consideration of the foregoing recitals, the representations, warranties, covenants, agreements, conditions and indemnities contained in this Agreement, and intending to be legally bound hereto, the Parties agree as follows:

 
**1****Definitions**
 
 1.1Definitions 
Unless otherwisespecified, the capitalized terms used in this Agreement shall have the respective meanings ascribed to them in Schedule 1. 

 
**2****The Transaction**
 
 2.1Sale and Purchase of Assets 
Atthe Closing, Seller shall sell, transfer and deliver to Purchaser, or cause to be sold, transferred and delivered to Purchaser, and Purchaser shall purchase from Seller the assets owned by Seller that are set forth in Schedule 2.1(a)(“**Purchased Assets**”) free and clear of all Liens. The Purchased Assets shall include the following items, wherever located: 

 
 (a)the machineries, equipments, fixtures, furniture, supplies, tools, dies, jigs, molds and inventory owned by Seller that are set forth in Schedule 2.1(a), Part I(collectively, the “**Tangible Assets**”); and 
 
 (b)all rights to and under (i) the contracts, agreements, customer orders or purchase orders, to which Seller is a party, that are set forth in Schedule 2.1(a),Part II (collectively, the “**Assigned Contracts**”) and (ii) any other open purchase orders for inventory or facility-related agreements that Seller and Purchaser agree upon between the date of this Agreement and the Closing,which shall be added to Schedule 2.1(a) as Schedule 2.1(a), Part III prior to the Closing (the “**Additional Contracts**”). 
 
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In connection with the sale of the Purchased Assets, Seller and Purchaser shall use theirbest efforts to negotiate with the counterparties to the Assigned Contracts and Additional Contracts in good faith regarding the terms and conditions upon which the Assigned Contracts and Additional Contracts shall be assigned to Purchaser.

 
 2.2Excluded Assets 
Unless includedin Schedule 2.1(a) as of the Closing Date, all assets of every kind, character, nature and description, whether tangible or intangible, choate or inchoate, corporeal or incorporeal, matured or unmatured, known or unknown, contingent or fixedshall be “**Excluded Assets**.” All Excluded Assets shall be retained by Seller. 

 
 2.3Retained Liabilities 
Except forliabilities arising or becoming due under the Assigned Contracts or the Additional Contracts following the Closing, Purchaser shall not assume any Liabilities of Seller, including but not limited to Liabilities relating to Seller’s ownership oroperation of the Business or the Purchased Assets prior to the date of this Agreement (including any Liability which relates to or results from any facts, conditions, or situations existing before or at Closing Time, such as the products relatedLiability described in Section 6.4), and all such Liabilities shall be retained by Seller (collectively, “**Retained Liabilities**”). 

 
 2.4Post-Closing Inventory Sales 
Asadditional consideration for the transactions contemplated by this Agreement, Purchaser hereby agrees, to the extent Seller has inventory that Purchaser needs to produce products (either for Seller or in support of the Business) that it shall firstpurchase such inventory from Seller at Seller’s cost prior to purchasing the same items of inventory from a third party. 

 
 2.5Purchase Price 
The totalconsideration payable for the Purchased Assets (“**Purchase Price**”) shall be RMB78.62 million, which shall be paid by Purchaser to Seller in accordance with Section 2.6. 

 
 2.6Payment of Purchase Price 
ThePurchase Price shall be paid by Purchaser in the following manner: 

 
 (a)Upon execution of this Agreement, Purchaser shall pay RMB31 million to the bank account designated by Seller; and 
 
 (b)At Closing Date, Purchaser shall pay the remaining RMB47.62 million to the bank account designated by Seller. 
 
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Seller shall provide the details of the bank account to Purchaser by written notice atleast five (5) Business Days prior to the date on which the relevant payment is due. 

 
 2.7The Closing 
 
 (a)The Closing; the Closing Date. The closing of the sale and purchase of the Purchased Assets (“**Closing**”) shall take place no later than the fifth(5th) Business Day after all of the conditions to Closing described in Article 7 of this Agreement shall have been satisfied or waived, or on such other date as may be agreed by the Parties in writing. 
 
 (b)Form of Payment. All monetary amounts payable pursuant to this Agreement shall be paid by wire transfer to Seller. 
 
 (c)Deliveries prior to or at the Closing. Prior to or at the Closing, Seller shall deliver to Purchaser the various certificates, instruments, documents or itemsreferred to in this Agreement, including those described in Section 7.1. In addition, Seller shall forthwith provide to Purchaser all commercial and (where applicable) value added tax invoices and evidence of payment of the Purchase Price andall taxes in respect of the Purchased Assets. 
 
**3****Representations and Warranties of Seller**
Except as set forth in the disclosure schedule (the “**Disclosure Schedule**”) delivered by Seller to the Purchaser on the date hereof, Seller represents and warrants to Purchaser as follows:

 
 3.1Organization, Qualification and Power 
Seller is duly organized, validly existing and in good standing under the Laws of PRC. Seller has full power and authority to carry on the Business and to own and use the Purchased Assets. Seller is notin default under or in violation of any provision of its organizational or governance documents or agreements, as amended. Seller is not in default under or in violation of any provision of its organizational or governance documents or agreements,as amended, or any resolution adopted by its board of directors/shareholders or other controlling body. 

 
 3.2Authority and Enforceability 
Seller has full power and authority, including full organizational power and authority for it to execute, deliver and perform thisAgreement and the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary internal approvals. This Agreement has been duly executed and delivered by Seller and constitutes the valid and legally bindingobligation of Seller enforceable in accordance with its terms. 

 
 3.3Non-contravention 
The executionof this Agreement (or the consummation of the transactions contemplated by this Agreement) will not: (a) violate any Law to which Seller or the Purchased Assets or the Business is subject; (b) violate any provision of the organizational orgoverning documents or agreements, as amended, or any resolution adopted by the board of 

 
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directors/shareholders or similar managing group of Seller; or (c) conflict with, result in a breach of, constitute a default under, result in the acceleration of, give any Person the rightto accelerate, terminate, modify or cancel, or require any notice under, any agreement, license, permit, authorization, instrument or other arrangement to which Seller is a party or by which Seller is bound or to which any of the Purchased Assetsare subject (or result in the imposition of any Lien upon any of the Purchased Assets). 

 
 3.4Seller’s capitalization 
Seller is 100% owned by Powerwave Overseas Holdings Ltd. All of the equity interests of Seller are fully paid, and are held of record andowned beneficially by the abovementioned shareholder, free and clear of any restrictions on transfer or encumbrance, including Taxes or Liens. 

Seller further confirms that it has no branches, nor does it have any equity interests or any other interests or benefits in other entities, or directly or indirectly, controls any Person in any way.

 
 3.5Title to Assets; Consents 
Seller has good, valid and legal title to the Purchased Assets, free and clear of all Liens. No consents, approvals or authorizations arerequired to be obtained by the Seller from any Person in connection with the transactions contemplated hereunder except those set forth in Schedule 3.5, and to the Knowledge of Seller, no fact or circumstance exists which might affect or giverise to a ground for not obtaining such consent from the relevant third parties. 

 
 3.6Claims 
(a) Except as set forthin Schedule 3.6, there are no actions, suits, proceedings, hearings, investigations, charges, complaints, claims or demands of any kind pending or, to the Knowledge of Seller, threatened against or affecting Seller or any of the Purchased Assets;(b) there are no injunctions, judgments, orders or decrees of any kind which are outstanding against or unsatisfied by Seller or relating to any of the Purchased Assets or any aspect of the Business; and (c) Seller is not charged or, tothe Knowledge of Seller, threatened with, or under investigation with respect to, any alleged violation of any provision of any Law relating to any of the Purchased Assets. 

 
 3.7Legal Compliance 
Seller hascomplied with each applicable PRC Law, except for such violations that would not reasonably be expected to result in a Material Adverse Effect; and (b) Seller has obtained all governmental approvals, permits, licenses, authorizations, consents,registrations or filings, and other similar permits required to conduct the Business or maintain the Purchased Assets, and such permits are current and have not been revoked, suspended, canceled or terminated, nor has notice been given of anythreatened revocation, suspension, cancellation or termination, except for any such failure that would not reasonably be expected to have a Material Adverse Effect. 

 
 3.8Leased Real Property 
 
 (a)The Seller does not own any Real Property. Set forth in Schedule 3.8(a) are the complete and correct descriptions and addresses of all of Seller’s leasedreal properties (“**Leased Real Property**”). 
 
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 (b)With respect to each Leased Real Property: 
 
 (i)There are no pending or, to the Knowledge of Seller, threatened condemnation proceedings, lawsuits or administrative actions relating to the Leased Real Property orother matters affecting adversely the current use and occupancy to the Leased Real Property; 
 
 (ii)To the Knowledge of Seller, all of the Leased Real Property has received all approvals of Authorities (including licenses, permits, certificates, authorizations orregistrations) required in connection with the ownership or construction or operation thereof and have been operated and maintained in accordance with each applicable Law; 
 
 (iii)To the Knowledge of Seller, there are no outstanding options or rights of first refusal to purchase the Leased Real Property, or any interest therein;
 
 (iv)There are no Persons (other than Seller) in possession and/or use of any of the Leased Real Property; 
 
 (v)Each Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property, including gas, electricity, water,telephone, sanitary sewer and storm sewer, all of which are adequate and in accordance with applicable Laws; and 
 
 (vi)There are no covenants, restrictions, burdens, stipulations, conditions, terms or outgoings affecting the Leased Real Property which affect the use or intended use ofthe Leased Real Property. 
 
 3.9Environmental Matters 
 
 (a)No complaint has been filed, no penalty has been assessed and no investigation, action, claim, suit, proceeding or review is pending, or to the Knowledge of Sellerthreatened by any Authority or other Person with respect to any matters relating to the Purchased Assets arising out of any Environmental Law; 
 
 (b)Seller has at all times complied with applicable Environmental Laws necessary for carrying on the Business, except where such failure would not result in a MaterialAdverse Effect; 
 
 (c)Neither Seller nor the Business has received any notice that any condition exists that with notice or lapse of time or both would constitute a default under anyEnvironmental Permit; and 
 
 (d)There has been no environmental investigation, study, audit, test, review or other analysis conducted in relation to the Purchased Assets or the Business.
 
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 3.10Intellectual Property 
 
 (a)Seller owns all right, title and interest in and to (free and clear of all Liens), or has the right to use pursuant to a valid and enforceable license, agreement orpermission, all Intellectual Property used in the Business or necessary for the operation of the Business (“**Seller’s Intellectual Property**”) except for the technology or information that is in the public domain. Each item ofSeller’s Intellectual Property will be licensed to and available for use by Purchaser at Closing pursuant to the Patent License Agreement, and Seller is not aware of any situation which may result in Purchaser interfering with, infringing upon,misappropriating or otherwise coming into conflict with any Intellectual Property rights of any other Person as a result of its use of Seller’s Intellectual Property. Seller has taken all necessary actions to maintain and protect each item ofSeller’s Intellectual Property. Seller has complied with, and is presently in compliance with, all Laws applicable to any Intellectual Property except where the failure to comply would not be reasonably be expected to have a Material AdverseEffect. 
 
 (b)To the knowledge of Seller, Seller has not interfered with, infringed upon, misappropriated, or otherwise conflicted with any Intellectual Property rights of any otherPerson, and none of Seller’s directors or officers or Employees has ever received any charge, complaint, claim, demand or notice alleging any such interference, infringement, misappropriation or violation (including any claim that Seller mustacquire a license or refrain from using any Intellectual Property rights of any other Person). 
 
 (c)Set forth in Schedule 3.10(c) is (i) a list of each Patent or registration included in Seller’s Intellectual Property, the date of issuance of eachPatent or registration; (ii) a list of each pending Patent application or application for registration which has been made with respect to any of Seller’s Intellectual Property and the date of each application; (iii) a list of eachlicense, agreement or other permission that has been granted to any other Person, or that any other Person has granted to Seller, with respect to any of Seller’s Intellectual Property (together with any exceptions), the date of each suchlicense, agreement or permission and the item of Seller’s Intellectual Property that is the subject of each such license, sublicense, agreement or permission; and (iv) a list of each material unregistered item of Intellectual Property usedby Seller in connection with the Business. With respect to each item of Intellectual Property set forth in Schedule 3.10(c): 
 
 (i)The item is not subject to any outstanding injunction, judgment, order, decree, ruling, charge or other restriction of any Authority; and 
 
 (ii)No action, suit, proceeding, audit, hearing, investigation, Claim or demand is pending, or threatened that challenges the legality, validity, enforceability, use, orownership of the item and, to the knowledge of Seller, there are no grounds for same; 
 
 (d)
All of the issued Patents and Patent applications included in Seller’s Intellectual Property are currently in compliance with formal legalrequirements (including payment of any and all fees due to Authorities) and require no filings or other actions to be taken with respect thereto. All of the issued Patents included in Seller’s Intellectual Property are valid and enforceable. Tothe Knowledge of Seller, 

 
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 there is no Patent or Patent application of any third party that may interfere with Seller’s rights in and to any of the Patents or Patent applications included in Seller’s IntellectualProperty. 
 
 (e)Seller has taken reasonable precautions to protect the secrecy, confidentiality and value of all Trade Secrets included in Seller’s Intellectual Property. TheTrade Secrets included in Seller’s Intellectual Property are not part of the public knowledge or literature and, to the Knowledge of Seller, have not been used, divulged or appropriated either for the benefit of any Person (other than Seller)or to the detriment of Seller. 
 
 3.11Condition of Purchased Assets 
 
 (a)The Purchased Assets include all assets that are necessary for the operation of the Business as presently conducted (except only the Excluded Assets).
 
 (b)Each of the Purchased Assets constituting a tangible asset has been maintained in accordance with normal industry practice, is in good operating condition and repair(subject to normal wear and tear) and is suitable for the purposes for which it presently is used. 
 
 (c)The inventory as set forth in Schedule 2.1(a), Part I is merchantable and fit for the purpose for which it was procured or manufactured and can be consumedwithin nine (9) months after the Closing. 
 
 3.12Employment Matters 
Seller isnot a party to or bound by any collective bargaining agreement or similar organized labor agreement and has not experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. No organizational effortis presently being made or threatened by or on behalf of any labor union or organized labor force with respect to the Employees. 

 
 3.13Assigned Contracts 
Seller hasdelivered to Purchaser a correct and complete copy of each written Assigned Contract, as amended to date, and a written summary setting forth the terms and conditions of each oral Assigned Contract. With respect to each Assigned Contract:(i) the Assigned Contract constitutes a legal, valid and binding contract, enforceable against Seller in accordance with its terms and, to the Knowledge of Seller, enforceable against the counterparty thereto in accordance with its terms;(ii) except as would not have individually or in the aggregate a Material Adverse Effect, no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permittermination, modification or acceleration, under the Assigned Contract; and (iv) no Person has repudiated any provision of the Assigned Contract. 

 
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 3.14Solvency 
 
 (a)Seller is not now insolvent and will not be rendered insolvent by any of the transactions contemplated by this Agreement. As used in this section, “insolvent”means that the sum of the debts and other probable Liabilities of Seller exceeds the present fair saleable value of Seller’s assets. 
 
 (b)Immediately after giving effect to the consummation of the transactions contemplated by this Agreement: (i) Seller will be able to pay its Liabilities as theybecome due in the usual course of its business; (ii) Seller will not have unreasonably small capital with which to conduct its present or proposed business; (iii) Seller will have assets (calculated at fair market value) that exceed theirLiabilities; and (iv) taking into account all pending and threatened litigation, final judgments against Seller in actions for money damages are not reasonably anticipated to be rendered at a time when, or in amounts such that, Seller will beunable to satisfy any such judgments promptly in accordance with their terms (taking into account the maximum probable amount of such judgments in any such actions and the earliest reasonable time at which such judgments might be rendered) as wellas all other obligations of Seller. The cash available to Seller, after taking into account all other anticipated uses of the cash, will be sufficient to pay all such debts and judgments promptly in accordance with their terms.
 
 3.15Brokers or Finders Fees 
Thereis no investment banker, broker or finder which has been retained by or is authorized to act on behalf of Seller who is entitled to any fee or commission from Seller in connection with the transactions contemplated by this Agreement. 

 
 3.16Full Disclosure 
 
 (a)No representation, warranty, covenant or agreement made by Seller in this Agreement or in the Disclosure Schedule contains any false or misleading statement of amaterial fact, or omits any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading. 
 
 (b)The representations and warranties made by Seller to Purchaser is true, accurate, complete and not misleading when they are made and will be true, accurate, completeand not misleading at all times up to and including the Closing Date. 
 
**4****Representations and Warranties of Purchaser**
Purchaser represents and warrants to Seller as follows: 

 
 4.1Organization 
Purchaser is anentity duly organized, validly existing and in good standing under the Laws of the PRC. Purchaser is not in default under or in violation of any provision of its organizational or governance documents or agreements, as amended, or any resolutionadopted by its board of directors/shareholders or other controlling body. 

 
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 4.2Authority and Enforceability 
Purchaser has full power and authority, including full organizational power and authority for it to execute, deliver and perform thisAgreement and the execution, delivery and performance of this Agreement by Purchaser have been duly authorized by all necessary internal approvals. This Agreement has been duly executed and delivered by Purchaser and constitutes the valid andlegally binding obligation of Purchaser, enforceable in accordance with its terms. 

 
 4.3Non-contravention 
The executionor delivery of this Agreement (or the consummation of the transactions contemplated by this Agreement) will not: (a) violate any Law or other restriction of any Authority to which Purchaser is subject; (b) violate any provision of thePurchaser’s organizational and governance documents or agreements, as amended, or any resolution adopted by the board of directors or shareholders; or (c) conflict with, result in a breach of, constitute a default under, result in theacceleration of, give any Person the right to accelerate, terminate, modify or cancel, or require any notice under, any agreement, license, permit, authorization, instrument or other arrangement to which Purchaser is a party or by which it is boundor to which any of its assets or properties are subject (or result in the imposition of a Lien upon any of its assets). 

 
 4.4Brokers or Finders Fees 
Thereis no investment banker, broker or finder which has been retained by or is authorized to act on behalf of Purchaser who is entitled to any fee or commission from Purchaser in connection with the transactions contemplated by this Agreement.

 
 4.5Non-Reliance on Company Estimates, Projections 
In connection with the transactions contemplated under this Agreement, Purchaser has received and may continue to receive from the Seller certain estimates, projections, forecasts and otherforward-looking information, as well as certain business plan information, regarding the Seller or the Business. Purchaser hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts andother forward-looking statements, as well as in such business plans, with which Purchaser is familiar, that Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecastsand other forward-looking information, as well as such business plans, so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and thatPurchaser will have no claim against the Seller with respect thereto. 

 
 4.6Full Disclosure 
Therepresentations and warranties made by Purchaser to Seller are true, accurate and not misleading at the date of this Agreement and will be true, accurate in and not misleading at all times up to and including the Closing Date. 

 
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**5****Pre-closing covenants**
The Parties covenant and agree as follows with respect to the period between the date of this Agreement and the Closing: 

 
 5.1General 
The Parties shall usetheir best reasonable efforts to take all actions and do all things necessary, proper or advisable in order to consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the Closingconditions set forth in Article 7). 

 
 5.2Access to Information 
Sellershall furnish to Purchaser all documents, records and information concerning the affairs of the Business and the Purchased Assets as Purchaser may reasonably request, and furnish to Purchaser access to Seller’ personnel and properties asPurchaser may reasonably request during normal business hours, and other assistance, to the extent requested by Purchaser. Seller shall maintain a complete set of all its invoices, vouchers and other supporting documents with respect to itsaccounting books and records (e.g., underlying contracts and other relevant documents) at its registered domicile until its dissolution and liquidation or for so long as required under Applicable Laws, whichever is shorter. 

 
 5.3Notice of Developments 
Sellershall give prompt notice to Purchaser of any development, event or occurrence that has caused or could reasonably be expected to cause, a Material Adverse Effect or be a misrepresentation, breach of warranty or breach of covenant pursuant to thisAgreement; provided, however, Purchaser’s knowledge of any such development, event or occurrence, whether by written notice from Seller or otherwise, shall not be deemed: (a) to prevent or cure any misrepresentation, breach of warranty orbreach of covenant; (b) a waiver of, or require Purchaser to waive, the conditions to the Closing set forth in Section 7.1(b); or (c) to limit the rights of Purchaser to indemnification pursuant to Article 8 for any suchmisrepresentation or breach. 

 
 5.4Pre-closing Inspection 
Promptlyfollowing the signing of this Agreement, Purchaser and Seller shall jointly conduct a physical inspection of Purchased Assets and the Leased Real Property before the Closing Date (“**Pre-closing Inspection**”). 

 
 5.5Pre-closing Cooperation, Access to Information and Retention of Records 
Seller and Purchaser shall cooperate fully with each other after the date of this Agreement so that either Party has access to the business records, contracts and other information existing as of the dateof this Agreement and relating in any manner to the Purchased Assets or the conduct of the Business (whether in the possession of Seller or Purchaser). No files, books or records existing as of the date of this Agreement and relating in any mannerto the Purchased Assets shall be destroyed by Seller without Purchaser’s consent. 

 
 5.6Transition 
Seller shall nottake any action that is intended to have the effect of discouraging any customer, supplier or other business associate of Seller with respect to any aspect of the Business from maintaining the same business relationships with Purchaser after thedate of this Agreement as it maintained with Seller prior to the date of this Agreement. Seller 

 
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further undertakes to take any action and provide any assistance as may be reasonably requested by Purchaser to assist Purchaser to enter into business relationship with the aforementionedPerson. 

 
 5.7Patent License Agreement 
Forall Intellectual Property set out in Schedule 3.10(c), Seller shall (if it is owner of the relevant Intellectual Property), and shall procure owners of the relevant Intellectual Property to (if Seller is not owner of the relevant IntellectualProperty), grant licenses to Purchaser pursuant to the Patent License Agreement. 

 
 5.8Consents 
Seller shall givenotices to third parties and use its best efforts to obtain any third party consents that are required in connection with the matters identified in Section 3.5. 

 
 5.9PRC Approval 
If applicable, assoon as practicable after the execution of this Agreement, each of Purchaser and Seller shall take actions and execute documents as necessary to seek approvals, authorizations, ratification, filings or registration necessary for the consummation ofthe transaction contemplated by this Agreement according to the provisions in this Agreement or in the applicable Laws. If any of such procedures require joint efforts from both Parties, Seller, on the one hand, and Purchaser, on the other hand,shall coordinate and cooperate with each other in preparing and submitting all documents and materials that are required to be jointly prepared and submitted by them under the applicable Laws. Seller, on the one hand, and Purchaser, on the otherhand, shall furnish all such information and materials as may be reasonably requested by the other for preparing any documents to be submitted and supply all reasonable assistances as may be requested by the other. Each of Purchaser and Seller shallpromptly inform the other of any inquiries, investigations, requests, responses or other notices of any Authorities and provide the other Party with all documents and materials relating thereto as may be requested by the other Party. In resolvingany inquires, investigations or requests of any Authorities, Purchaser or Seller, who are taking such responsibility shall, if practicable in the circumstances, give the other Party reasonable time of period to comment on its proposed responses orreactions in advance. To the extent feasible, all responses or reactions to any inquires or investigations shall be based upon the mutual agreements of Purchaser and Seller. If any Authority requests any change to any provision of this Agreement,then the Parties shall promptly consult to determine whether to make the requested changes. No such requested changes shall become effective unless mutually agreed to by all the Parties. All Parties agree to act in good faith to accept such changesand make proper and advisable amendment to this Agreement in order to reflect such changes to the extent that such requested change will not materially burden the transaction contemplated by this Agreement or impair any right or obligation of anyParty hereunder. 

 
 5.10Release of Lien 
Promptlyfollowing the execution of this Agreement, Seller shall take all necessary actions to release any Lien created on the Purchased Assets, and shall deliver to Purchaser, before or on the Closing Date, evidence of the same. 

 
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 5.11Employees 
 
 (a)Between the date of this Agreement and the Closing, Purchaser and Seller shall work together in a cooperative manner to introduce Purchaser to the Employees of Seller.Purchaser will offer employment to the Employees as listed in Schedule 5.11(a) (“**Hired Employees**”), and such offers of employment shall provide for comparable or equivalent salary and benefits that such Hired Employees hadwith Seller immediately prior to the Closing and shall provide for continued service credit based on service with Seller. 
 
 (b)For the purposes of Section 5.11(a), Seller shall either (i) cause the Hired Employees to resign; (ii) enter into termination agreements, which shallterminate the employment agreements between Seller and the Hired Employees or (iii) cause the Hired Employees to enter into new employment agreements with the Purchaser over time. Seller shall pay each Hired Employee any outstanding obligationwith respect to any period prior to the Closing Date, including any obligations arising out of, or provided by, Seller’s employee benefit plans. As described above, Purchaser will enter into a new employment agreement with the said HiredEmployees and Seller shall use its best efforts to procure that the Hired Employees enter into such new employment agreement over time effective from the Closing Date or any other date agreed between the Hired Employees and Purchaser.
Notwithstanding anything to the contrary contained in this Agreement, Seller hereby acknowledges that anynon-competition covenant under the employment agreements between such Hired Employees and Seller shall terminate as of the Closing accordingly and Seller will not hold the Hired Employees liable for their entry into the new employment agreement withPurchaser. In addition, Seller shall take all action required to assure that Purchaser experiences no Liability or obligation with respect to any Employee’s employment with Seller, whether arising out of, or provided by Seller’s employeebenefit plans, or otherwise. 

 
 5.12Payment of Taxes; Release of Customs Supervision 
Promptly following the execution of this Agreement, Seller shall apply to the relevant customs authority for release of the assets set forth in Schedule 5.12 from customs supervision and pay all taxeswithin 10 days after receipt of an invoice from the relevant customs authority, and shall take such other actions necessary for the purposes hereof as soon as practicable. 

 
 5.13Purchaser’s Obtaining of Operation Certificates 
Purchaser or Suzhou Entity shall, and Seller shall use its best efforts to assist Purchaser or Suzhou Entity to, acquire the business license of Suzhou Entity and all Operational Certificates. 

 
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**6****Closing and Post-closing Covenants**
The Parties covenant and agree as follows with respect to the period as of and following the Closing: 

 
 6.1General 
In case at any timeafter the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, any of the Parties shall take such further action (including the execution and delivery of such further instruments and documents) as theother Party reasonably may request, all at the sole cost and expense of the requesting Party with respect to reasonable out of pocket costs (unless the requesting Party is entitled to indemnification therefore under Article 8). 

 
 6.2Tax 
 
 (a)To the extent relevant to the Business or the Purchased Assets, either Party shall provide the other with such assistance as may reasonably be required in connectionwith the preparation of any tax returns and the conduct of any audit or other examination by any taxing authority or in connection with judicial or administrative proceedings relating to any liability for Taxes. 
 
 (b)Seller shall be responsible for the payment of all Taxes, filing fees, recording fees and other similar expenses with respect to the sale and purchase of the PurchasedAssets. 
 
 (c)Any import duty and import or domestic value-added tax that requires to be levied retroactively in connection with any of the Purchased Assets in order to complete thetransaction contemplated herein, if any, shall be paid by Seller. 
 
 (d)Seller and Purchaser shall reasonably cooperate and use their best endeavors to obtain preferential treatment on tax and customs duties in connection with thetransaction contemplated herein. 
 
 6.3Non-competition 
Seller agreesthat, for a period of three (3) years after the Closing Date: 

 
 (a)It shall not, directly or indirectly compete with the Custom OEM BTS Filter Business, or aid or assist anyone else in the conduct of, any business that is the same asthe Custom OEM BTS Filter Business; 
 
 (b)It shall not without the express prior written approval of Purchaser: 
 
 (i)employ or seek to employ or cause any business that is the same as the Custom OEM BTS Filter Business to employ or seek to employ any employee or agent who is employedor retained by Purchaser; or 
 
 (ii)directly or indirectly solicit business from any customer of the Custom OEM BTS Filter Business during the 2-year period immediately preceding the Closing Date inrespect of any business that is the same as the Custom OEM BTS Filter Business or otherwise induce or influence any such customers to avoid, discontinue, reduce or modify business relationship with Purchaser. 
 
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Seller agrees to use commercially reasonable efforts to ensure that each of its Affiliatesshall comply with the provisions of this Section 6.3 as though it applied directly to them. 

 
 6.4Products Liability 
Any pendingor unknown loss, claim or economic liability or legal liability regarding the products liability shall be borne by Seller, to the extent the same arises from any product manufactured, substantially manufactured or sold by Seller prior to the date ofthis Agreement. 

 
**7****Conditions Precedent to the Closing**
 
 7.1Conditions Precedent to Purchaser’s Obligation 
The obligation of Purchaser to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction, at or prior to the Closing, of all of the conditions setforth in this Section 7.1. Purchaser may waive any or all of these conditions in whole or in part, conditionally or unconditionally, but shall not take any actions or omit to take any actions to prevent the satisfaction of any of suchconditions. 

 
 (a)Purchaser has not received any order(s) or notification(s) from any Authority requiring it to discontinue the transaction contemplated hereby; 
 
 (b)All representations and warranties by Seller contained in this Agreement or in the Disclosure Schedule shall be true and correct on and as of the Closing Date in allmaterial respects (other than those representations and warranties which were qualified by terms such as “material”, “materially” or “**Material Adverse Effect**”, which representations and warranties so qualifiedshall be true and correct on and as of the Closing Date in all respects). 
 
 (c)Seller shall have performed or complied with all covenants, agreements and obligations, and shall have satisfied all conditions that Seller is required by thisAgreement to perform, comply with and satisfy, at or prior to the Closing, in all material respects (other than those covenants, agreements and obligations which were qualified by terms such as “material,” “materially” or“**Material Adverse Effect**,” which covenants, agreements and obligations so qualified shall have been performed, complied with or satisfied on and as of the Closing Date in all respects). 
 
 (d)No action, suit, proceeding, audit, hearing, investigation, Claim or demand is pending or threatened where an unfavorable injunction, judgment, order, decree, ruling orcharge would (i) prevent the consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adverselythe right of Purchaser to own the Purchased Assets (and no such injunction, judgment, order, decree, ruling or charge shall be in effect). 
 
 (e)Purchaser shall have received all documents or instruments of assignment, conveyance or transfer as may be necessary in order to effectively convey and transfer theownership of the Purchased Assets to Purchaser, and the form of such documents and instruments shall be to the reasonable satisfaction of Purchaser. 
 
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 (f)Execution of the Patent License Agreement regarding the licenses granted by the owners to Purchaser with respect to the Intellectual Property (as applicable).
 
 (g)Execution of the Supplier Agreement. 
 
 (h)No developments, events or occurrences shall have caused or could reasonably be expected to cause a Material Adverse Effect. 
 
 (i)The Parties shall have received the necessary approvals as set forth in Section 5.9, if any. 
 
 (j)The Seller shall have transferred and delivered to Purchaser, or caused to be transferred and delivered to Purchaser the Purchased Assets and the Leased Real Property(which are Assigned Contracts) free and clear of all Liens. 
 
 7.2Conditions Precedent to Seller’s Obligation 
The obligation of Seller to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction, at or prior to the Closing, of all of the conditions set forthin this Section 7.2. Seller may waive any or all of these conditions in whole or in part, but shall not take any actions or omit to take any actions to prevent the satisfaction of any of such conditions. 

 
 (a)All representations and warranties by Purchaser contained in this Agreement shall be true and correct on and as of the Closing Date in all material respects.
 
 (b)Purchaser shall have performed or complied with all covenants, agreements and obligations, and shall have satisfied all conditions that Purchaser is required by thisAgreement to perform, comply with and satisfy, at or prior to the Closing, in all material respects. 
 
 (c)No action, suit, proceeding, audit, hearing, investigation, Claim or demand shall be pending or threatened where an unfavorable injunction, judgment, order, decree,ruling or charge would (i) prevent the consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no suchinjunction, judgment, order, decree, ruling or charge shall be in effect). 
 
 (d)Execution of the Patent License Agreement regarding the licenses granted by the owners to Purchaser with respect to the Intellectual Property (as applicable).
 
 (e)Execution of the Supplier Agreement. 
 
**8****Indemnification**
 
 8.1Survival of Representations 
The representations and warranties of Seller contained in this Agreement, shall survive the Closing and shall expire at 11:59 p.m., PRCtime, on the 

 
16 

day that is the 12-month anniversary of the Closing; provided, however, that (i) the representations and warranties of Seller set forth in Section 3.1 (Organization, Good Standing andQualification), Section 3.2 (Authority) and Section 3.5 (Title) shall survive the Closing indefinitely; (the representations and warranties listed in (i) above, collectively, the “**Fundamental Representations**”);(ii) any breach of any representation or warranty that constitutes fraud, intentional misrepresentation or intentional breach shall survive the Closing indefinitely; and (iii), if at any time prior to the expiration of the applicable periodreferred to above, Purchaser delivers to the Seller a notice asserting a claim for recovery under Section 8.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shallsurvive with respect to such claim only until the time that such claim is fully and finally resolved. All representations and warranties of Purchaser shall survive the Closing and shall expire at 11:59 p.m., PRC time, on the day that is the 12-monthanniversary of the Closing. 

 
 8.2General Indemnification Obligations 
 
 (a)Seller shall indemnify and defend Purchaser and hold Purchaser harmless from the following and against any and all Adverse Consequences arising out of, resulting from,relating to, in the nature of or caused by: 
 
 (i)Any misrepresentation or breach of any representation or warranty made by Seller in this Agreement or in the Disclosure Schedule; 
 
 (ii)Any breach of any covenant, agreement or obligation of Seller in this Agreement; 
 
 (iii)Seller’s ownership or operation of the Purchased Assets and the Leased Real Property or the Business before Closing Time, including Seller’s failure to complywith any Tax or labor related Law; 
 
 (iv)The Retained Liabilities; 
 
 (v)Any Liability that Purchaser may incur in connection with the transactions contemplated by this Agreement to any other Person with whom Seller, or its brokers, agentsor representatives, have had negotiations or discussions regarding any potential merger, sale or exchange of ownership, equity or capital interest or other business combination involving Seller or any proposal or offer to acquire in any manner asubstantial equity interest in Seller or all or a substantial portion of the assets of Seller, including any of the Purchased Assets; 
 
 (vi)Any known or unknown environmental condition, contamination, or any violation of any Environmental Laws, relating to the Purchased Assets, existing on or prior to theClosing Date, and causing Adverse Consequences on or after the Closing Date, provided that the indemnification obligation under this section shall expire 18 months following the Closing. 
 
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 (b)Purchaser shall indemnify and defend Seller and hold it harmless from and against the following and all Adverse Consequences arising out of, resulting from, relatingto, in the nature of or caused by: 
 
 (i)Any misrepresentation or breach of any representation or warranty made by Purchaser in this Agreement; 
 
 (ii)Any breach of any covenant, agreement or obligation of Purchaser in this Agreement; 
 
 (iii)The ownership or operation of the Purchased Assets or the Business as from Closing Time, including liabilities assumed under the Assigned Contracts (except to theextent included in the Retained Liabilities); or 
 
 (c)Purchaser shall not be entitled to indemnification pursuant to this Article 8 until such time as the total amount of all Losses that have been directly or indirectlysuffered or incurred by Purchaser, or to which Purchaser has or have otherwise become subject, exceeds USD$100,000 (the “**Threshold**”) in the aggregate, in which case Purchaser shall be entitled to recover only for the aggregateamount of all losses suffered in excess of the Threshold; provided, however, that losses directly or indirectly resulting from or arising out of fraud, intentional breach or intentional misrepresentation and losses resulting from an inaccuracy in,breach or alleged breach of a Fundamental Representation shall not be subject to the Threshold and such Purchaser shall be entitled to recover the aggregate amount of all such losses. Notwithstanding anything else in this Agreement to the contrary,the Seller shall have no liability for losses in excess of USD$12.5 million. 
 
 8.3Indemnification Procedures and Limitations 
 
 (a)A Party seeking indemnification pursuant to this Article 8 (an “**Indemnified Party**”) shall give notice to the Party from whom such indemnification issought (“**Indemnifying Party**”) of any claim for which it is seeking indemnity under this Article 8 (a “**Claim**”), which shall specify with reasonable particularity the situations for which it is seekingindemnification, but failure to give such notice shall not relieve the Indemnifying Party of any Liability hereunder (except to the extent that the Indemnifying Party has suffered actual prejudice thereby). 
 
 (b)In an administrative proceeding launched by an Authority against the Indemnified Party, or in a litigation filed by a third party against the Indemnified Party, anIndemnifying Party will have the right to defend the Indemnified Party against a Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party, in writingwithin five (5) days after the Indemnified Party has given notice of the Claim, that the Indemnifying Party will defend the Indemnified Party against the Claim, (ii) the Claim involves only monetary damages and does not seek an injunction,and (iii) the Indemnifying Party properly conducts the defense of the Claim. 
 
 (c)
So long as the Indemnifying Party is conducting the defense of the Claim in accordance with Section 8.3(b), (i) the Indemnified Party mayretain separate co-counsel 

 
18 

 at its sole cost and expense and participate in the defense of the Claim, (ii) the Indemnified Party will not enter into any settlement with respect to the Claim without the prior writtenconsent of the Indemnifying Party (not to be withheld or delayed unreasonably), unless such settlement includes a complete release of the Indemnified Party and (iii) the Indemnifying Party will not consent to the entry of any settlement withrespect to the Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably). Irrespective of the foregoing, the Indemnified Party may settle with the other parties as instructed by the IndemnifyingParty provided that it has received indemnity beforehand that is sufficient to pay for settlement. 
 
 (d)In the event any of the conditions set forth in Section 8.3(b) is or becomes unsatisfied, (i) the Indemnified Party may defend against, and consent to theentry of any settlement with respect to the Claim (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodicallyfor the costs of defending against the Claim (including reasonable attorneys’ fees and expenses) and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arisingout of, relating to, in the nature of, or caused by the Claim. 
 
 (e)For purposes of this Article 8, any and all references to a “**Material Adverse Effect**” or “material” limitations or limitations as to“**Knowledge**”, while being taken into account for purposes of determining whether a Claim by Purchaser for Adverse Consequences exists, shall be disregarded for purposes of calculating the amount of said Claim.
 
 8.4Purchaser’s Participation in the Relevant Proceedings 
If Seller is subject to any investigations, litigations, claims, or any other similar proceedings relating to any matters covered in its representations and warranties contained in 3.9 (EnvironmentalMatters) or relating to its compliance with Tax Law, or for any other reason related to Seller’s ownership of the Purchased Assets or operation of the Business before Closing, Seller shall promptly send a written notice to Purchaser, and shallconsult with Purchaser before taking any substantive action during the proceeding. If Purchaser, believes in its reasonable opinion that such proceeding may have Adverse Consequences on its operation of the Purchased Assets, it may participate inany meetings or other communications with Authorities or other parties involved the proceedings with all necessary assistance from Seller. Seller will not consent to the entry of any settlement with respect to the investigations, litigations, orother proceedings without the prior written consent of Purchaser (which shall not be unreasonably withheld or delayed), unless such settlement includes a complete release of the Indemnified Party. 

 
**9****Termination**
 
 9.1Termination 
This Agreement maybe terminated at any time prior to the Closing: 

 
 (a)By mutual written agreement of all Parties; 
 
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 (b)By Purchaser if the Closing shall not have occurred by reason of any of the conditions precedent provided in Section 7.1 has not been satisfied or waived byPurchaser conditionally or unconditionally within three (3) months from the date of this Agreement; 
 
 (c)By Seller if the Closing shall not have occurred by reason of any of the conditions precedent provided in Section 7.2 has not been satisfied or waived by Sellerconditionally or unconditionally within three (3) months from the date of this Agreement. 
 
**10****Miscellaneous**
 
 10.1Announcement and Confidentiality 
 
 (a)No announcement or circular in connection with the existence or the subject matter of this Agreement shall be made or issued by or on behalf of Seller or Purchaserwithout both Parties’ prior written approval. This provision does not affect any announcement or circular required by Law or any regulatory body or the rules of any relevant stock exchange. 
 
 (b)Subject to subparagraph (a) and subparagraph (c), each Party shall treat as confidential and not disclose or use any information received or obtained as a resultof entering into this Agreement which relates to: 
 
 (i)the provisions of this Agreement and any agreement entered into pursuant to or referred to in this Agreement; 
 
 (ii)the discussions and negotiations relating to this Agreement (and such other agreements); or 
 
 (iii)the business, financial or other affairs of the other Party (including future plans and targets) 
 
 (c)Subparagraph (b) shall not prohibit disclosure or use of any information if and to the extent: 
 
 (i)the disclosure or use is required by Law, any regulatory body or the rules and regulations of any relevant stock exchange; 
 
 (ii)the disclosure or use is required for the purpose of any judicial, arbitration or other similar proceedings arising out of this Agreement or any other agreement enteredinto under or pursuant to this Agreement; 
 
 (iii)the disclosure is reasonably required to be made to a Tax Authority in connection with the Tax affairs of the disclosing Party; 
 
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 (iv)the Party providing such information has given prior written approval to the disclosure or use; 
 
 (v)the disclosure is made to professional advisers of the disclosing Parties provided that such professional advisers comply with the provisions of subparagraph(b) in respect of such information as if they were a party to this Agreement; 
 
 (vi)the information becomes publicly available (other than by breach of this Agreement); or 
 
 (vii)the information is independently developed. 
 
 (d)The provisions of this Section 10.1 shall survive the expiry or early termination of this Agreement. 
 
 10.2Set off 
To the extent permittedby Laws and upon mutual agreement of the Parties, either Party may set off amounts due or payable to it from the other Party in respect of any claim pursuant to this Agreement against any payments which such other Party may be obliged to make (orprocure to be made) to the other Party pursuant to this Agreement or otherwise. 

 
 10.3Expenses 
Except as otherwiseset forth in this Agreement, Seller shall pay all costs and expenses incurred or to be incurred by Seller in connection with the terms of this Agreement and the transactions contemplated by this Agreement, including all attorneys’ fees,accountants’ fees, and related costs and expenses. Except as otherwise set forth in this Agreement, Purchaser shall pay all costs and expenses incurred or to be incurred by Purchaser in connection with this Agreement and the transactionscontemplated by this Agreement, including all attorneys’ fees, accountants’ fees and related costs and expenses. 

 
 10.4Notices 
All notices, claims,consents, requests, instructions, approvals, demands and other communications under this Agreement shall be in writing and deemed duly given, if delivered: (a) personally by hand or by a nationally recognized overnight courier service, whendelivered at the address specified in this Section; (b) by facsimile transmission, when such facsimile transmission is transmitted to the facsimile transmission number specified in this Section; or (c) by electronic mail when suchelectronic mail is transmitted to the electronic mail address specified in this Section. In the event that a Party is unable to deliver a notice, claim, consent, request, instruction, approval, demand, or other communication due to the inaccuracy ofthe address, electronic mail address or facsimile transmission number provided by the other Party pursuant to this Section, or the other Party’s failure to notify the Party of a change of its address, electronic mail address or facsimiletransmission number as specified pursuant to this Section, such notice, claim, consent, request, instruction, approval, demand, or other communication shall be deemed to be effective upon confirmation by a nationally recognized overnight courierservice of its failure to complete delivery to the other Party’s address as set forth in this Section (or other address duly given to the Party by the other Party in accordance with this Section). 

 
21 

Addresses, electronic mail addresses, and facsimile transmission numbers (unless and untilwritten notice is given of any other address, electronic mail address or facsimile transmission number) for purposes of this Section are set forth below: 

If to Purchaser, to: 

[Address] 

Attention: 

Fax: 

E-mail:

with a copy to: 

[Address] 

Attention: 

Fax: 

E-mail:

If to Seller, to: 

Filtronic Suzhou Telecommunications Products Co. Ltd 

C/o Powerwave Technologies,Inc. 

1801 E. St. Andrew Place 

Santa Ana, California USA 92705 

Attn: Chief Financial Officer/Legal Department

Fax: +1 714 466-5801 

with a copy to: 

Winston & Strawn 

42nd Floor, Bank of China Tower 

1 Garden Road, Central Honk Kong 

Attn: Simon Luk 

Fax: +852 2292-2200 

Email: sluk@winston.com 

 
 10.5Construction 
All references toany Law shall be deemed to include any amendments thereto, and any successor Law, unless the context otherwise requires. “Including” means “including without limitation” and does not limit the preceding words or terms. Thesingular shall include the plural and vice versa. Each word of gender shall include each other word of gender as the context may require. References to “Articles”, “Sections”, “Schedules” or “Exhibits” shallmean Articles or Sections of this Agreement or Schedules or Exhibits attached to this Agreement, unless otherwise expressly indicated. The title of each Article and the headings or titles preceding the text of the Sections are inserted solely forconvenience of reference, and shall not constitute a part of this Agreement. The Parties have each participated in the negotiation, amending and finalization of this Agreement and have full understanding of the terms and conditions of thisAgreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtueof the authorship of any of the provisions of this Agreement. 

 
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 10.6Entire Agreement 
ThisAgreement, including the initial paragraph and the recitals to this Agreement and all Schedules and Exhibits attached to this Agreement, each of which are made a part of this Agreement by this reference, constitutes the entire understanding of theParties, supersedes any prior agreements or understandings, written or oral, between the Parties with respect to the subject matter of this Agreement. No supplement, modification or amendment of this Agreement shall be binding unless executed inwriting by both of the Parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shallbe binding unless executed in writing by the Party making the waiver. 

 
 10.7Rights of Parties 
 
 (a)Nothing in this Agreement, whether express or implied, is intended to confer any benefit, right or remedy under or by reason of this Agreement on any Persons other thanthe Parties and their respective successors and permitted assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or Liability of any other Person to any Party, nor shall any provision give any other Person anyright of subrogation or action over or against any Party. 
 
 (b)The Parties shall be entitled as a result of misrepresentation or breach under this Agreement, to pursue any and all non-monetary relief to which any of them may beentitled at Law. To avoid any possible doubt, such non-monetary relief shall be in addition to and by no means replace or diminish any monetary relief Parties are entitled to. 
 
 10.8Succession and Assignment 
ThisAgreement shall be binding upon, and inure to the benefit of, the Parties and their representatives, successors and permitted assigns. Neither of the Parties may assign either this Agreement or any of the rights, interests or obligations hereunderwithout the prior written approval of the other Party; provided, however, that Purchaser may assign any or all of its rights, interests or obligations under this Agreement to one or more of its Affiliates. 

 
 10.9Governing Law 
This Agreementshall be governed by, and construed and enforced in accordance with, the Laws of the PRC, without giving effect to conflict of law principles thereof. 

 
 10.10Dispute Settlement 
In the eventof any dispute of any kind whatsoever arises in connection with the interpretation or implementation of this Agreement, including any question regarding its existence, interpretation, validity or termination, the Parties shall resolve in thefollowing manner: 

 
 (a)attempt in the first instance to resolve the dispute through friendly consultations within thirty (30) days after one Party has given the other Party writtennotice of the existence of the dispute, otherwise 
 
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 (b)the dispute shall be referred to China International Economic and Trade Arbitration Commission South China Sub-Commission (“**SCCIETAC**”) for arbitrationconducted by three arbitrators in Shenzhen in accordance with its rules. Each Party shall be entitled to nominate one arbitrator. The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by the two arbitratorsnominated by the Parties respectively. If either Party fails to nominate an arbitrator in accordance with the provisions of this Section, or the third arbitrator is not nominated within ten (10) Business Days after the nomination of the laterof the two arbitrators nominated by the Parties, the relevant arbitrator shall be appointed by China International Economic and Trade Arbitration Commission in accordance with its rules. 
 
 (c)The arbitral award shall be final and binding and enforceable in a court of competent jurisdiction. 
 
 (d)The costs of arbitration shall be borne by the losing Party unless the arbitral tribunal otherwise determines. 
 
 10.11Counterparts 
This Agreement maybe executed in any number of counterparts and by the Parties on separate counterparts, each of which is an original but all of which together constitute one and the same signed Agreement. 

 
 10.12Language 
This Agreement shallbe executed in English. 

 
 10.13Effectiveness 
This Agreementwill take effect immediately after being signed by both Parties. 

 
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**IN WITNESS WHEREOF,**the Parties have executed this Agreement as of the date first written above.

 
**Shenzhen TatFook Technology Co., Ltd.**By: /s/ Linda Xu Name: Linda Xu Title: Vice President**Filtronic (Suzhou) Telecommunication Products Co. Ltd.**By: /s/ Ronald Buschur Name: Ronald Buschur Title: Chairman
 
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**Schedule 1****Definitions**
 
1“**Adverse Consequences**” means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments,orders, decrees, rulings, damages, dues, penalties, fines, amounts paid in settlement, Liabilities, obligations, Taxes (defined as below), Liens (defined as below), losses, costs, remediation expenses, other expenses and fees, including court costsand reasonable attorneys’ fees and expenses incurred in the related investigation, negotiation, litigation and settlement. 
 
2“**Affiliate**” of any Person means any Person directly or indirectly controlling, controlled by or under common control with such Person or related byblood, marriage or adoption to such Person. “Control” for the purpose of this definition means ownership of over 50% of the voting stock or having the power to appoint or elect a majority of the directors of a Person or the power, directlyor indirectly, to otherwise direct or cause the direction of operations, management or policies of a Person. 
 
3“**Agreement**” has the meaning specified in the initial paragraph of this Agreement. 
 
4“**Assigned Contracts**” has the meaning specified in Section 2.1(b). 
 
5“**Authority” or “Authorities**” means any national, provincial, municipal or local governmental authorities or agencies of the PRC or othercountries or organizations having jurisdiction over the related matters set forth in this Agreement or any court of judicial authorities or industry regulatory authorities or any other entity or body exercising any power of authority similar tothose typically vested in any of the foregoing. 
 
6“**Business Day**” means a day on which banks are open for business in the PRC (excluding Saturdays, Sundays and public holidays).
 
7“**Claim**” has the meaning specified in Section 8.3(a). 
 
8“**Closing**” has the meaning specified in Section 2.7(a). 
 
9“**Closing Date**” means the date when Closing occurs. 
 
10“**Closing Time**” means 9.00 am on the Closing Date. 
 
**11**“**Custom OEM BTS Filter Business**” means the sale of custom OEM BTS filters listed on schedule 1.1 hereto. 
 
12“**Employee**” or “**Employees**” means any individual employed by Seller. 
 
13“**Environmental Law**” means any Law (defined as below) concerning pollution or protection of the environment or human health and safety, including anyLaw relating to emissions, discharges, releases or threatened releases of pollutants (including asbestos, molds, petroleum or its byproducts or derivatives), contaminants or chemical, industrial, hazardous or toxic materials or wastes into the air,surface water, ground water or lands or otherwise relating to the generating, manufacturing, processing, distribution, use, treatment, holding, storage, disposal, transport or handling of pollutants (including asbestos, molds, petroleum or itsbyproducts or derivatives), contaminants or chemical, industrial, hazardous or toxic materials or wastes. 
 
14“**Environmental Permits**” means all permits and other similar authorizations issued by Authorities relating to or required by any Environmental Law.
 
26 

15“**Excluded Assets**” has the meaning specified in Section 2.1. 
 
16“**Hazardous Substance**” means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwisehazardous substance, waste or material, or any substance, waste or material having any constituent elements displaying any of the foregoing characteristics, including petroleum, its derivatives, by-products and other hydrocarbons, and any substance,waste or material regulated under any Environmental Law. 
 
17“**Hired Employees**” has the meaning specified in Section 5.11(a). 
 
18“**Indemnified Party**” has the meaning specified in Section 8.3(a). 
 
19“**Indemnifying Party**” has the meaning specified in Section 8.3(a). 
 
20“**Intellectual Property**” means any and all of the following in any jurisdiction in the world: (i) Patents and patent applications;(ii) Trademarks (defined as below) and trade names; (iii) Copyrights; (iv) mask works and all applications, registrations and renewals in connection therewith; (v) Trade Secrets (defined as below); (vi) Net Names;(vii) other property rights created through intellectual or discovery efforts; (viii) all copies and tangible embodiments of any or all of the above; and (ix) other related intellectual property and other relevant proprietaryinformation used by Seller in its Business or relating thereto, including but not limited to those listed in Schedule 3.10(c). 
 
21“**Knowledge of Seller**” means the actual knowledge of Mr.Marvin MaGee, Mr. Tom Spaeth, Mr. Dan Della Flora and Mr. Perry Tarnofsky, andother senior management personnel of Seller, in each case after reasonable investigation, which shall include review of Seller and Seller’s records. 
 
22“**Law**” means any law, statute, regulation, treaty, code, ordinance, decree, ruling, order or permit, of, administered or enforced by or on behalf of anyAuthority. 
 
23“**Leased Real Property**” has the meaning specified in Section 3.8(a). 
 
24“**Liability**”**or**“**Liabilities**” means any liability of any kind, character or description (whether known or unknown, whetherasserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether disputed or undisputed, whether secured or unsecured, whether joint or several, whether vested or unvested, whether liquidated or unliquidated, whether dueor to become due, or whether executory, determined, determinable, or otherwise). 
 
25“**Lien**” or “**Liens**” means, with respect to any asset, any mortgage, charge, pledge, lien, option, restriction, right of first refusal,right of pre-emption, third-party right or interest, other encumbrance or security interest of any kind, or another type of preferential arrangement (including a title transfer or retention arrangement) having similar effect in respect of thePurchased Assets. 
 
26“**Material Adverse Effect**” means any event (whether specific to the applicable party or generally applicable to multiple parties), violation,inaccuracy, circumstance, state of facts or matters, change, event, occurrence, action or omission that could have, give rise to or result in a material adverse effect on, or material adverse change to: (a) the Purchased Assets, taken as awhole; or (b) the ability of either party to consummate the transactions contemplated by this Agreement or perform any of its material obligations under this Agreement. 
 
27“**Operational Certificates**” means all operational certificates in the name of Purchaser or the Suzhou Entity, as the case may be, deemed necessary ordesirable for operating the Business and Purchased Assets. 
 
27 

28“**Patent License Agreement**” means the certain Patent License Agreement, of even date herewith, by and between the Purchaser and Powerwave.
 
29“**Parties**” means the parties to this Agreement; and a “**Party**” means any of them. 
 
30“**Patents**” means all inventions, all improvements thereto, and all patents, patent applications and patent disclosures, together with all reissuances,continuations, continuations in part, revisions, extensions and reexaminations thereof, and statutory invention registrations. 
 
31“**Person**” means an individual, a corporation, a partnership, an association, a joint venture, an Authority, a trust or any other entity or organization.
 
32“**Powerwave**” means Powerwave Technologies, Inc., a corporation with its address at 1801 E. St. Andrew Place, Santa Ana, California, United States ofAmerica, and the ultimate parent company of Seller. 
 
33“**PRC**” means the People’s Republic of China. 
 
34“**Pre-Closing Inspection**” has the meaning specified in Section 5.4. 
 
35“**Purchase Price**” has the meaning specified in Section 2.4. 
 
36“**Purchased Assets**” has the meaning specified in Section 2.1. 
 
37“**Purchaser**” has the meaning specified in the initial paragraph of this Agreement. 
 
38“**Release**” means any release, spill, emission, leaking, pumping, pouring, dumping, emptying, injection, deposit, disposal, discharge, dispersal,leaching, or migration on or into the environment or into or out of any property. 
 
39“**Retained Liabilities**” has the meaning specified in Section 2.3. 
 
40“**RMB**” means the lawful currency of the PRC. 
 
41“**Seller**” has the meaning specified in the initial paragraph of this Agreement. 
 
42“**Seller’ Intellectual Property**” has the meaning specified in Section 3.10(a). 
 
43“**Supply Agreement**” means the certain Supply Agreement, of even date herewith, by and between the Purchaser and Powerwave. 
 
44“**Suzhou Entity**” means the entity to be set up by Purchaser in Suzhou to operate the Business and the Purchased Assets 
 
45“**Tangible Assets**” has the meaning specified in Section 2.1(a). 
 
46“**Tax**” or “**Taxes**” means all income regardless of where earned or received through gross receipts, license, employment, payroll,withholding, unemployment, severance, premium, disability, excise, value-added, accumulated earnings, windfall profit, net worth, alternative or add-on minimum, estimated, sales, use, transfer, registration, real property, stamp, environmental,personal property, use and occupancy, business and occupation, maritime, mercantile, tariff, custom, duty, capital stock, franchise, gift or estate and all other taxes, fees, assessments, levies, tariffs, charges or duties of any kind, character,nature or description, including any interest, penalties or additions thereto. 
 
28 

47“**Trade Secrets**” means all confidential or proprietary information, including research and development, know-how, trade secrets, formulas, compositions,manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals. 
 
48“**USD**” means the lawful currency of the United States of America. 
 
29 

**Schedule 1.1**

 

Acct Name
  
Product Group
NOKIA-SIEMENS  COMBINER DROMEDAR  FILTER MOTO CU361  
Active Same Band Combiner (NOVA)

Harlow, Atlas and Trixie filters
ALCATEL-LUCENT  FILTER ALU CY376  FILTER ALU CY382  FILTER ALU DDM3  FILTER ALU LOW LOSS CY105  FILTER ALU LOW LOSS CY145  FILTER ALU LOW LOSS CY146  FILTER ALU LOW LOSS CY147  FILTER ALU LOW LOSS CY300  FILTER ALU LOW LOSS CY306  FILTER ALU LOW LOSS OTHER  FILTER ALU MATHESON  FILTER ALU MODCELL CA543  FILTER ALU MODCELL CA632  FILTER ALU MODCELL CA633  FILTER ALU MODCELL OTHERMOTOROLA  COMBINER MOTO DA098  COMBINER MOTO DA099  COMBINER MOTO PH03X  FILTER MOTO CU322  FILTER MOTO CU323  FILTER MOTO CU361  FILTER MOTO CU362  FILTER MOTO CY008  FILTER MOTO CY009  FILTER MOTO CY010  FILTER MOTO POAS  
 
30 

**Schedule 2****Schedule List**
 

Schedule No.
  
Description
2.1(a), Part I  Tangible Assets2.1(a), Part II  Assigned Contracts2.1(a), Part III  Additional Contracts3.5  Title to Assets; Consents3.6  Claims3.8(a)  Real Property3.10(c)  Intellectual Property5.11(a)  Hired Employees
 
31 

**Schedule 2.1(a)**

Part I – Tangible Assets 

Fixed Assets (see attached listing) 

Inventory (see attached listing) 

Part II – Assigned Contracts 

 
1.Building Lease Agreement by and between Suzhou New&Hi-Tech Development Zone Scientific Industrial Park Co., Ltd. and Filtronic (Suzhou) Telecommunication ProductsCo., Ltd. for unit C1 33 Huo Ju Road, Suzhou New District, SND Hi-Tech Industrial Park, Suzhou 215009, Jiangsu Province, P.R. China. 
 
2.Building Lease Agreement by and between Suzhou New&Hi-Tech Development Zone Scientific Industrial Park Co., Ltd. and Filtronic (Suzhou) Telecommunication ProductsCo., Ltd. for unit D 33 Huo Ju Road, Suzhou New District, SND Hi-Tech Industrial Park, Suzhou 215009, Jiangsu Province, P.R. China. 
 
3.Building Lease Agreement by and between Suzhou New&Hi-Tech Development Zone Scientific Industrial Park Co., Ltd. and Filtronic (Suzhou) Telecommunication ProductsCo., Ltd. for unit C3 33 Huo Ju Road, Suzhou New District, SND Hi-Tech Industrial Park, Suzhou 215009, Jiangsu Province, P.R. China. 
 
4.Building Lease Agreement by and between Suzhou New&Hi-Tech Development Zone Scientific Industrial Park Co., Ltd. and Filtronic (Suzhou) Telecommunication ProductsCo., Ltd. for unit C2 33 Huo Ju Road, Suzhou New District, SND Hi-Tech Industrial Park, Suzhou 215009, Jiangsu Province, P.R. China 
 
5.All open purchase orders to Seller’s suppliers. 
 
6.All open customer orders from Seller’s customers for Custom OEM BTS Filter products. 
Part III – Additional Contracts 

See list of contracts attached hereto. 

**序号**
 
**Contract Name**
 
**合同名称**
 
**Vendor name**
 
**供应商名称**
 
**Valid Period**

**(D/M/Y)**

**有效期 (日/月/年)**
 
**Service Nature**
 
**服务性质**
 
**Contract Value**
 
**合同金额**
1 Consigned Management Service Contract for Power Facilities 用电设施委托管理服务合同 Suzhou HUA’NPU Power Engineering Co., Ltd 苏州市华安普电力工程有限公司 13/7/2011-12/7/2012 Power Facilities management service 电力设施管理服务合同 Total:140000RMB 总金额:140000元3 SND City Water Supply Agreement((D1&D2)) 苏州高新区自来水供应合同(D1&D2) SND City Water Construction Development Company 苏州新区自来水建设发展管理公司 Open ended contract, effective from affixing the company chop City Water Supply 自来水供应  4 Air-conditioner Maintenance and Repair Contract 空调设备保养及维修合同 Suzhou Jiahui Air-conditioner Technology Co.,Ltd 苏州佳辉空调工程技术有限公司 5/2011-5/2012 Air-conditioner manintenance and repair Service 空调保养及维修 Total:110000RMB 总金额:110000元5 Storage Service Contract 仓储服务协议 Suzhou Zhonghuan Warehousing Co., Ltd 苏州中环仓储有限公司 5/18/2011- Store,Safekeep,Load and Unload Short-distance Transport Goods 储存、保管、装卸及短驳运输货物 storage fee:3RMB/Plate/Day;short-distance transport:150RMB/time;load and unload :10RMB/plate/time 仓储费:3元/托/天;短途驳运:150元/次;装卸车力费:10元/托盘/次6 Car Rental Agreement 租车协议 Suzhou Industrial Park Dongyun Car Service Co., Ltd 苏州工业园区东运汽车服务有限公司 1/3/2011-2/28/2014 Car rental 汽车租赁 passenger fare:170RMB/shift;F5 storage :200RBM/shift;11 xiangyang line:180RMB/shift 客运费:170元/班,湖东线:290元/班,五期仓库:200元/班,11座向阳线180元/班,7 Labor Advisory Service Contact 劳务咨询合同 Hushi Electronics Co., Ltd 沪士电子股份有限公司 1/7/2011- Advisory Service 咨询服务  每季度一次,本次付款金额为RMB 436,420.009 Advertising Contact 广告发布合同 Beijing Xintong Media Co., Ltd 北京信通传媒有限公司 Open ended contract, effective from affixing the company chop AD Publicidad 广告发布 Total:20000RMB 总金额:20000元10 Agreement 协议书 Wujiang Lvyi Solid Waste Reclaim Co., Ltd 吴江市绿怡固废回收处置有限公司 1/7/2011-30/6/2012 Solid Waste Reclaim 固体废弃物回收处置  氰、氟包装物:3000元/吨;污泥:600元/吨;硝酸盐、硝酸镍、废硝酸:800元/吨;含铜废物(30g/L及以下):300元/吨等12 Cleaning Services Management Contract 清洁服务管理合同 Suzhou Meina Cleaning Services Co., Ltd 苏州美那清洁服务有限公司 26/11/2011-25/11/2012 Cleaning Office,Workshop,Dining Room,coffee room Etc. 提供F1-F4办公区、车间区、就餐区等区域的清洁服务 Annual Total:1006200RMB;Ovtertime Charge:National Holiday 33RMB/Hours/Day,Non-national Holiday 17RMB/Hours/Day;And Others 年度总金额:1006200元;加班费:法定假日33元/小时/人,非法定假日17元/小时/人;其他15 Security Contract 保安合同书 Suzhou Xiehe Property Mangement Co.,Ltd 苏州谐和物业管理有限公司 12/7/2011-11/7/2012 Property Mangement Service 物业管理服务 Total:1392840RMB(except ovtertime charge) 总金额:1392840元(加班费另算)16 Service Agency Contract 服务代理合同 Beijing Xintong Jingshen Certified Public Accountants Co., Ltd 北京京审会计师事务所有限公司 Open ended contract, effective from affixing the company chop Principal-agent services 委托代理服务 Total:15000RMB 总金额:15000元17 Hazardous Waste Collecting ,Transporting and Disposing Agreement 危险废物收集、运输、处理协议书 Suzhou Kangjie Material Recycling Co., Ltd 苏州市康洁物资再生有限公司 Open ended contract, effective from affixing the company chop(one year) Hazardous Waste Collecting ,Transporting ,Treatment and Disposal Service 提供危险废弃物收集、运输、处理处置服务  废油、含油废物:1000元/吨;油墨、清洗废液:1200元/吨;酒精瓶:1500元/吨;锡膏罐:500元/吨,生产性废线路板(按实际出货报价)18 Agilent Metering Services Contract 安捷伦计量服务合同 Agilent Technologies (China) Co., Ltd 安捷伦科技(中国)有限公司 本合约的条款及对应的服务价格两年内有效 Provision of professional service and guarantee of safety of equipments 提供专业服务,保证设备安全 Quotation of prices 报价单(缺失)19 Waste Recycling Processing Contract 废旧物资回收处理合同 Suzhou Jlink Recycle Services Co., Ltd 苏州格霖环保服务有限公司 1/9/2011-31/8/2012 Transportation,Storage and Disposal/Sale of Material Waste 运输,保管、处理和销售废弃物 Quotation of prices 报价单,支付押金50000元20 Personnel information technology network services agreement 人才资讯科技网络服务协议 Suzhou Industrial Park Talent Information Technology Co., Ltd 苏州工业园区人才资讯科技有限公司 19/8/2011-18/8/2012 Advertising 广告发布 Total:36000RMB 总金额:36000元

**序号**
 
**Contract Name**
 
**合同名称**
 
**Vendor name**
 
**供应商名称**
 
**Valid Period**

**(D/M/Y)**

**有效期 (日/月/年)**
 
**Service Nature**
 
**服务性质**
 
**Contract Value**
 
**合同金额**
21 The Right to Use Agreement 使用权协议 Lk Products (Suzhou) Telecommunication Components Co., Ltd 苏州艾尔凯电讯产品有限公司 1/2/2005- Provision of Right to use information technology,telephone and Restaurant right of entry 信息技术使用权,电话使用权及餐厅进入权 90000RMB/Month 90000元/月22 Service Contract 服务合同 Suzhou Daren Information Technology Co., Ltd 苏州达仁信息技术有限公司 1/2/2012-31/1/2013 The Technical Services for Various kinds of Information system 各种系统的技术服务 Total:18000RMB 总金额:18000元23 Contract 合同 Nanjing Gaoke Fire mechanical and electrical engineering company - Molafei (Suzhou) Branch 南京高科消防机电工程公司苏州莫拉菲分公司 16/2/2012-15/2/2013 Fire Control System’s Maintenance and Testing 消防系统的维护及保养 Total:50000RMB 总金额:50000元24 Forklift Regular Maintenance Contract 叉车定期保养合同 Linde (China) Forklift Co., Ltd 林德(中国)叉车有限公司 3/2/2012-2/2/2013 Regular Maintenance for equimpment 设备定期保养 Total:15000RMB 总金额:15000元25 Electrically Operated Gate Purchase and sale Contract 电动门购销合同 Suzhou Shuntong Fire equipment factory 苏州市顺通消防器材厂 29/12/2011-29/12/2012 Sales of electric door installation engineering 销售电动门安装工程 Total:37800RMB 总金额:37800元26 Jitong Production Maintenance and Repair Contract 极通产品维护维修合同 Shenzhen Jitong Software Technology Co., Ltd 深圳市极通软件科技有限公司 1/3/2012-28/2/2013 Jitong Production Maintenance and Repair 极通产品维护维修 Total:28800RMB 总金额:28800元28 Forklift Truck Rental Contract 叉车租赁合同 Suzhou Hongsheng Mechanical Equipment Co., Ltd 苏州宏昇机械设备有限公司 1/1/2012-30/6/2012 Forklift Truck Rent 叉车租赁 Total:30000 RMB (5000RMB/Month) 总金额:30000元(5000元/月)30 Catering contract 供餐合同 Suzhou New Hi-Tech Development Zone Modern Diet Management Center 苏州新区现代团膳管理中心 Open ended contract, effective from affixing the company chop Catering 供餐 RMB 10/meal 10元/餐

Powerwave Technologies, Inc. 

Inventory Asset Transfer 

 

WU Family
 
WU Group
 
WU Name
 
Item Number
 
Item Number Description
 
Proposed