ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this Agreement) is executed as of the 12th day of June, 2003, by and among POWERWAVE TECHNOLOGIES, INC., a Delaware corporation (Buyer), ERICSSON AMPLIFIER TECHNOLOGIES INC., a New York corporation (Seller) and, solely to the extent indicated herein, MICROWAVE POWER DEVICES, INC., a Delaware corporation (MPD) and ERICSSON AB, a Swedish corporation (EAB).

R E C I T A L S

WHEREAS, Seller is engaged in the business of designing, manufacturing and marketing advanced radio frequency power amplifiers for use in wireless communications networks; and

WHEREAS, Seller desires to sell certain of its assets related to its advanced radio frequency power amplifier products operations and business as currently conducted by Seller, excluding any tangible or intangible assets related to Sellers Victory, Eagle and WBTS operations and business (the Business); and

WHEREAS, subject to the terms and conditions of this Agreement, Buyer desires to purchase and Seller desires to sell and transfer to Buyer, the assets, operations and business related to the Business as described herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, Seller and Buyer hereby agree as follows:

ARTICLE 1

PURCHASE AND SALE OF ASSETS

1.1 Agreement to Purchase and Sell. On the terms and subject to the conditions of this Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Buyer, free and clear of all liens, claims and encumbrances, and Buyer agrees to purchase and assume from Seller all of (a) the assets and properties described in Section 1.2 (all such assets and properties being herein collectively referred to as the Assets and individually referred to as an Asset), and (b) the Assumed Liabilities (as defined in Section 2.1). The Assets purchased shall not include the Excluded Assets (as defined in Section 1.3).

1.2 Assets to Be Conveyed. The Assets shall consist solely of the following:

(a) Equipment. All of Sellers furniture, fixtures, equipment, machinery, apparatus, appliances, vehicles, implements and other tangible personal property listed on Schedule 1.2(a) (other than the Inventories), and all technical and descriptive materials in Sellers possession related thereto (the Equipment).

(b) Inventory. All of Sellers raw materials, work-in-process and finished goods inventories located at, out on rental from, on order for or in transit to Seller on the Closing Date listed on Schedule 1.2(b) (the Inventories).

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