Powerwave Technologies (PWAV)

EXCHANGE ACT REPORTING

In order to make available to Filtronic the benefits of Rule 144 or any similar rule or regulation of the SEC that may at any time permit Filtronic to sell securities of Powerwave to the public without registration, Powerwave will:

(a) file with the SEC in a timely manner, and make and keep available, all reports and other documents required of Powerwave under the Securities Act and the Exchange Act so long as Powerwave remains subject to such requirements and file and make available such reports and other documents as required for the applicable provisions of Rule 144; and

(b) furnish to Filtronic, so long as Filtronic holds Registrable Securities, promptly upon Filtronic’s request, (i) a written statement by Powerwave that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of Powerwave and such other reports and documents filed by Powerwave with the SEC and (iii) such other information as may be reasonably requested by Filtronic to permit Filtronic to sell such securities pursuant to Rule 144 without registration.