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UNITED STATES DISTRICT COURTCENTRAL DISTRICT OF CALIFORNIA

JERRY MICHAEL CRAFTON, Individually CASE NO. SACV-07-0065-PSG (MLGx)and on Behalf of All Others SimilarlySituated CLASS ACTION

Plaintiff,v.

POWERWAVE TECHNOLOGIES, INC.,BRUCE C. EDWARDS, RONALD J.BUSCHUR and KEVIN T. MICHAELS,

Defendants.

NOTICE OF PENDENCYAND PROPOSED SETTLEMENT OF CLASSACTION

IF YOU PURCHASED OR OTHERWISE ACQUIRED THE COMMON STOCK OFPOWERWAVE TECHNOLOGIES, INC. (“POWERWAVE”) BETWEEN MAY 2, 2005AND NOVEMBER 2, 2006, INCLUSIVE, AND HELD SHARES PURCHASEDDURING THAT PERIOD THROUGH THE CLOSE OF TRADING ON NOVEMBER2, 2006, YOU COULD GET A PAYMENT FROM A CLASS ACTION SETTLEMENT.

A federal court authorized this Notice. This is not a solicitation from a lawyer.

Security and Time Period: Powerwave (NASDAQ National Market symbol “PWAV”; CUSIP739363109) common stock purchased or otherwise acquired between May 2, 2005 and November 2, 2006,inclusive (the “Settlement Class Period”), and held through the close of trading on November 2, 2006.

Settlement Amount: $3,150,000 in cash.

Statement of Recovery:Your recovery will depend on the number of shares of Powerwave common stockpurchased or otherwise acquired during the Settlement Class Period, the price paid for those shares andwhether you retained shares through the close of trading on November 2, 2006 or sold shares during theSettlement Class Period. Approximately 88 million shares of Powerwave common stock were traded duringthe Settlement Class Period which may have been damaged. If claims are submitted for 100% of the eligibleshares of Powerwave common stock (which is not expected to occur), the estimated average recovery per sharewill be approximately $0.0358 per share before deduction of Court-approved fees and expenses. A SettlementClass Member’s actual recovery will be a proportion of the Net Settlement Fund determined by that Claimant’sRecognized Claim as compared to the total Recognized Claims of all the Settlement Class Members whosubmit acceptable Proof of Claim and Release forms. Depending on the number of shares for which claims aresubmitted, when during the Settlement Class Period a Settlement Class Member purchased or otherwiseacquired shares of Powerwave common stock, the purchase price paid, and whether those shares were heldafter the close of trading on November 2, 2006 or sold during the Settlement Class Period, and, if sold, whenthey were sold and amount received, an individual Settlement Class Member may receive more or less thanthis average amount. If your Settlement Class Period transactions resulted in a net gain, you will not have aRecognized Claim. See the Plan of Allocation beginning on page 6 for more information on your RecognizedClaim.

Reasons for Settlement: The principal reason for the Lead Plaintiff’s consent to the Settlement is toprovide a benefit to the Settlement Class. This benefit must be compared to the risk that no recovery might beachieved after contested motions, a contested trial and likely appeals, possibly years into the future. For theDefendants, who deny all allegations of wrongdoing or liability whatsoever, the principal reason for the

Settlement is to eliminate the expense, risks, and uncertain outcome of the litigation. The claims advanced bythe Lead Plaintiff on behalf of the class involve numerous complex legal and factual issues, which wouldrequire extensive expert testimony and would add considerably to the expenses and duration of the Litigation.The parties disagree on both liability and the amount of money that could have been won if the Lead Plaintiffprevailed at trial. The parties further disagree about: (a) whether the statements made or facts allegedly omittedwere material or otherwise actionable under the federal securities laws; (b) the amount by which the tradingprice of Powerwave common stock was allegedly artificially inflated (if at all) during the Settlement ClassPeriod; (c) the extent to which external factors, such as general market and industry conditions affected thetrading price of Powerwave common stock at various times during the Settlement Class Period; (d) the extent(if any) to which the various matters that plaintiffs allege were materially false or misleading affected thetrading price of Powerwave common stock at various times during the Settlement Class Period; (e) the extent(if any) to which the various allegedly adverse material facts that plaintiffs allege were omitted affected thetrading price of Powerwave common stock at various times during the Settlement Class Period; and (f) theappropriate economic model for determining the amount by which the trading price of Powerwave commonstock was allegedly artificially inflated (if at all) during the Settlement Class Period. The Lead Plaintiffrecognizes that it is possible that he may not have prevailed on any or all of his claims and that therefore theSettlement Class would have recovered nothing at all. The Defendants deny that they are liable to the LeadPlaintiff or the Settlement Class and deny that the Lead Plaintiff or the Settlement Class has suffered anydamages. As a result, the Lead Plaintiff believes this Settlement is a fair, reasonable and adequate recovery forthe Settlement Class.

Attorneys’ Fees and Expenses: Court-appointed Plaintiffs’ Co-Lead Counsel have not received anypayment for their work conducting this litigation since 2007 and negotiating the Settlement on behalf of theLead Plaintiff and the Settlement Class. Plaintiffs’ Co-Lead Counsel have advanced the expenses of thelitigation in the expectation that if they were successful in obtaining a recovery for the Settlement Class theywould be paid from such recovery. In this type of litigation, typically counsel are awarded a percentage of thecommon fund recovery as their attorneys’ fees. Plaintiffs’ Co-Lead Counsel will ask the Court to awardattorneys’ fees not to exceed 33 1/3% of the Settlement Fund, and for reimbursement of expenses incurred inconnection with the prosecution of this Litigation in the approximate amount of $295,000 to be paid from theSettlement Fund. If the attorneys’ fees and expense amounts requested above are approved by the Court, theaverage cost per share will be approximately $0.015. The Lead Plaintiff will also ask the Court forreimbursement of his reasonable costs and expenses (including lost wages) directly related to hisrepresentation of the Settlement Class in an amount not to exceed $30,000.

Your legal rights are affected whether you act or do not act. Please read this Notice carefully.

YOUR LEGAL RIGHTSAND OPTIONS IN THIS SETTLEMENT

SUBMIT A CLAIM FORM The only way to receive a payment.BY NOVEMBER 4, 2009

OBJECT BY OCTOBER 5, 2009 You may write to the Court if you do not like the Settlement. Yourobjection must be filed and served by mail by the date indicated

GO TO A HEARING ON You may ask to speak in Court about the fairness of the Settlement.OCTOBER 19, 2009

REQUEST EXCLUSION (OR Get no payment. This is the only option that allows you toOPT-OUT) OF THE CLASS participate in another lawsuit against the Defendants relating to theBY OCTOBER 5, 2009 claims being released in this case. Your request to be excluded must

be postmarked by the date indicated

DO NOTHING Receive no payment. Give up rights.

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For More Information Contact:

Claims Administrator: Plaintiffs’ Co-Lead Counsel:

Powerwave Technologies Richard B. Brualdi, Esq.Securities Litigation The Brualdi Law Firm, P.C.

c/o Berdon Claims Administration LLC 29 Broadway, Suite 2400P.O. Box 9014 New York, NY 10006Jericho, NY 11753-8914 Telephone: (212) 952-0602Toll-Free Phone: (800) 766-3330 Toll Free Phone: (877) 495-1187Fax: (516) 931-0810 orWebsite: www.berdonclaims.com Jordan Lurie, Esq.

Weiss & Lurie10940 Wilshire Boulevard, Suite 2300Los Angeles, CA 90024Telephone: (310) 208-2800

Your rights and options–and the deadlines to exercise them–are explained in this Notice.

The Court in charge of this case still has to decide whether to approve the Settlement. Payments will bemade if the Court approves the Settlement and after appeals, if any, are resolved. Please be patient.

BASIC INFORMATION

1. Why Did I Get this Notice Package?

You or someone in your family may have purchased Powerwave common stock during the period fromMay 2, 2005 to November 2, 2006, inclusive. While this alone does not qualify you to be eligible for a paymentfrom this Settlement, it is sufficient to identify you as a potential participant in this action. Please read thisNotice carefully for further details.

The Court directed that you be sent this Notice because you have a right to know about a proposedSettlement of a class action lawsuit, and about all of your options, before the Court decides whether to approvethe Settlement. If the Court approves the Settlement, and after objections and appeals are resolved, the ClaimsAdministrator appointed by the Court will make the payments that the Settlement allows.

This package explains the lawsuit, the Settlement, your legal rights, what benefits are available, who iseligible for them, and how to get them.

The Court in charge of the case is the United States District Court for the Central District of California,and the case is known as Crafton v. Powerwave Technologies Inc., et al., Case No. SACV-07-0065-PSG. Thiscase is assigned to United States District Judge Philip S. Gutierrez. The people who sued are called plaintiffs,and those they sued are called Defendants. The Defendants in this case are Powerwave, Bruce C. Edwards(“Edwards”), Ronald J. Buschur (“Buschur”) and Kevin T. Michaels (“Michaels”). Defendants Edwards,Buschur and Michaels are collectively referred to as the Individual Defendants. John Both was appointed bythe Court to serve as the Lead Plaintiff.

2. What Is this Lawsuit About?

Powerwave designs, manufactures and markets antennas, boosters, combiners, filters, repeaters, multi-carrier RF power amplifiers, tower-mounted amplifiers and advanced coverage solutions, all for use in cellular,PCS and 3G networks.

In this lawsuit, the Lead Plaintiff asserts that, during the period between May 2, 2005 and November 2,2006, Defendants made material misrepresentations and/or material omissions about, among other things,Powerwave’s purported financial condition, operations, accounting, growth, income, earnings and prospects.

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The Lead Plaintiff alleges that as a result of Defendants’ misrepresentations, Powerwave common stock tradedat artificially inflated prices during the Settlement Class Period in violation of the federal securities lawsresulting in substantial damages to Settlement Class Members. The lawsuit seeks money damages against theDefendants for violation of the federal securities laws, specifically Sections 10(b) and 20(a) of the SecuritiesExchange Act of 1934 (the “Exchange Act”), and Rule 10b-5 promulgated thereunder by the Securities &Exchange Commission (the “SEC”). Defendants deny that they did anything wrong. Defendants also deny thatthe Lead Plaintiff or the Settlement Class suffered damages or that the price of Powerwave common stock wasartificially inflated due to the alleged misrepresentations, non-disclosures or otherwise.

3. Why Is this a Class Action?

In a class action, one or more people called class representative(s) (in this case the Court-appointed LeadPlaintiff), sue on behalf of people who have similar claims. Here, all these people are called a Settlement Classor Settlement Class Members. One court resolves the issues for all class members, except for those whoexclude themselves. Bringing a case such as this one as a class action allows adjudication of many similarclaims of persons and entities that might be economically too small to bring in individual actions.

4. Why Is There a Settlement?

The Court did not decide the merits of this case in favor of the Lead Plaintiff or Defendants. Instead, theparties participated in mediation at arm’s length under the supervision of United States District Judge NicholasH. Politan (Ret.) and agreed to a settlement. That way, they avoid the risks and costs of a trial, and eligibleSettlement Class Members who submit valid claims will receive compensation. The Lead Plaintiff and hisattorneys believe the Settlement is in the best interest of the Settlement Class Members.

5. Procedural History of the Litigation

Beginning on January 17, 2007, four putative class actions were filed in the United States District Courtfor the Central District of California, (the “Court”) on behalf of purchasers of common stock in Powerwaveduring the time period May 2, 2005 through October 9, 2006, and alleging violations of the federal securitieslaws. These actions were captioned Crafton v. Powerwave Technologies, Inc., et. al., Case No. SACV-07-0065-PSG, Kwan v. Powerwave Technologies, Inc. et al., Case No. SACV-07-0839 PSG; Tedesco v. PowerwaveTechnologies, Inc. et. al., Case No. SACV-07-0158 PSG; and Etemadieh v. Powerwave Technologies, Inc., etal., Case No. SACV-07-287 JVX (RNBx) (the “Actions”).

Subsequently, these cases were consolidated, the Lead Plaintiff and Co-Lead Counsel for Plaintiffs wereappointed pursuant to the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), and plaintiffs’ FirstAmended Consolidated Class Action Complaint (the “FACC”) was filed. The FACC was brought on behalf ofa putative class of public shareholders who purchased Powerwave common stock during the period from May2, 2005 through November 2, 2006, inclusive, and against Defendants. The FACC alleged that the Defendantsmade material misrepresentations and/or material omissions about, among other things, Powerwave’spurported financial condition, operations, accounting, growth, income, earnings and prospects.

On December 11, 2007, Defendants filed a Motion to Dismiss the FACC in its entirety. On April 17, 2008,the Court granted in part and denied in part the Motion to Dismiss. Specifically, the Court sustained theSection 10(b) and Rule 10b-5 claims against Powerwave and the Section 20(a) claims against the IndividualDefendants based on alleged misstatements in Powerwave’s 2005 financial statements. However, the Courtdismissed the Section 10(b) and Rule 10b-5 claims against Powerwave and all claims against the IndividualDefendants based on Defendants’ revenue projections in 2006 on the ground that those projections wereprotected as forward-looking statements. The Court also dismissed the remaining claims against the IndividualDefendants that alleged violations of Section 10(b) of the Exchange Act and SEC Rule 10b-5. On July 15,2008, the Court denied Defendants’ Motion for Partial Reconsideration of the Court’s April 17, 2008 Order.

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Thereafter, Defendants answered the FACC, the parties filed initial disclosures pursuant to Federal Ruleof Civil Procedure 26(a)(1) and the Lead Plaintiff propounded discovery and filed a motion for classcertification.

Between December 11, 2008 and January 8, 2009, Defendants produced approximately 55,000 pages ofdocuments in response to Lead Plaintiff’s First Request for the Production of Documents. On January 10,2009, Defendants took the deposition of the Lead Plaintiff.

On January 14, 2009, the parties participated in mediation at arm’s length under the supervision of UnitedStates District Judge Nicholas H. Politan (Ret.), at which time this matter was resolved, subject to approval bythe Court.

On May 13, 2009, Plaintiffs’ Co-Lead Counsel conducted an interview of Powerwave’s Vice President ofFinance concerning the allegations of the FACC sustained by the Court.

WHO IS IN THE SETTLEMENT

To see if you potentially can get money from this Settlement, you first have to determine if you are aSettlement Class Member.

6. How Do I Know If I Am Part of the Settlement?

The Court decided that everyone who fits this description is a Settlement Class Member: All persons whopurchased or otherwise acquired the common stock of Powerwave Technologies, Inc., between May 2, 2005and November 2, 2006, inclusive, and held shares purchased during that period through the close of tradingon November 2, 2006, except those persons and entities that are excluded, as described below.

7. What Are the Exceptions to Being Included?

You are not a Settlement Class Member if you are a Defendant, an entity in which any Defendant or anyexcluded Person has or had a controlling ownership interest, a current or former officer or director ofPowerwave, a member of any such excluded person’s immediate family, and the legal affiliates,representatives, heirs, controlling persons, successors, and predecessors in interest or assigns of any suchexcluded Person.

The Settlement Class also excludes those Persons who timely and validly request exclusion from theSettlement Class pursuant to this Notice.

If one of your mutual funds purchased shares of Powerwave common stock during the Settlement ClassPeriod, that alone does not make you a Settlement Class Member. Only those shares of Powerwave commonstock that were purchased directly or were acquired by way of corporate merger or acquisition may be includedin your claim. Check your investment records or contact your broker to see if you purchased Powerwavecommon stock during the Settlement Class Period.

If you sold Powerwave common stock during the Settlement Class Period, that alone does not make youa Settlement Class Member. You are a Settlement Class Member only if you purchased Powerwave commonstock between May 2, 2005 and November 2, 2006, inclusive, and held shares purchased during that periodthrough the close of trading on November 2, 2006.

8. What If I Am Still Not Sure If I Am Included?

If you are still not sure whether you are included, you can ask for free help. You can call Richard Brualditoll free at (877) 495-1187 or Jordan Lurie at (310) 208-2800 for more information, you can contact the ClaimsAdministrator toll free at (800) 766-3330, or on its website at www.berdonclaims.com, or you can fill out andreturn the claim form described in Question 11 below to see if you qualify.

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THE SETTLEMENT BENEFITS –WHATYOU GET

9. What Does the Settlement Provide?

In exchange for the Settlement and dismissal of the Litigation, Defendants have agreed to pay $3,150,000in cash to be divided among all eligible Settlement Class Members who send in valid claim forms showing aRecognized Claim, after the payment of Court-approved attorneys’ fees and expenses, any amount approvedby the Court for reimbursement of the Lead Plaintiff for his time and expenses incurred in representing theSettlement Class and the costs of claims administration, which include the costs of printing and mailing thisNotice, the cost of publishing notice and the cost of processing claims (the “Net Settlement Fund”).

10. How Much Will My Payment Be?

The $3,150,000 million cash settlement amount and the interest earned thereon shall be the GrossSettlement Fund. The Gross Settlement Fund less taxes, approved costs, fees and expenses (the “NetSettlement Fund”) shall be distributed to members of the Settlement Class who submit valid Proofs of Claim(“Authorized Claimants”).

The Claims Administrator, under the direction of Plaintiffs’ Co-Lead Counsel, shall determine eachAuthorized Claimant’s proportionate share of the Net Settlement Fund based upon each Authorized Claimant’snet Recognized Claim.

The Recognized Claim formula is not intended to be an estimate of the amount of what a Settlement ClassMember lost or might have been able to recover after a trial; nor is it an estimate of the amount that will bepaid to Authorized Claimants pursuant to the Settlement. The Recognized Claim formula is simply the basisupon which the Net Settlement Fund will be proportionately allocated to Authorized Claimants.

For the purposes of this Settlement, the Recognized Claims shall be calculated pursuant to the followingPlan of Allocation:

a. For shares of Powerwave common stock purchased or otherwise acquired from May 2, 2005 throughNovember 2, 2006, and:

(i) sold prior to the close of trading on November 2, 2006, the Recognized Claim per share is $0;

(ii) sold during the period from November 3, 2006 through January 30, 2007, the Recognized Claimper share is the lesser of (a) $0.17 per share, or (b) the purchase price minus the Rolling AverageClosing Price of Powerwave common stock on the date of sale, as indicated in Table 1 on page 8;

(iii) retained at the close of trading on January 30, 2007, the Recognized Claim is the lesser of (i)$0.17 per share, or (ii) the purchase price minus $6.34 (the 90-day average closing price ofPowerwave common stock from November 3, 2006 through January 30, 2007).

b. To the extent that a Claimant realized a profit from overall market transactions in Powerwave commonstock during the Settlement Class Period, the value of the final Recognized Claim shall be zero. To the extentthat a Claimant sustained a loss from overall market transactions in Powerwave common stock during theSettlement Class Period, but that loss was less than the Recognized Claim computed above, the value of thefinal Recognized Claim shall be limited to the amount of the market loss.

c. Market profits and losses for each share of Powerwave common stock shall be computed as thedifference between the purchase price and the sale price for the shares purchased during the Settlement ClassPeriod and sold during the period May 2, 2005 through January 30, 2007; and the difference between thepurchase price and $6.34 for the shares purchased during the Settlement Class Period and retained through theclose of trading on January 30, 2007. Market profits will be subtracted from market losses, both computed inthis manner, in order to determine the net market profit or loss.

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General Provisions:

a The date of a purchase or sale of Powerwave common stock is the “trade” date, and not the“settlement” date.

b. In processing claims, the first-in, first-out basis (“FIFO”) will be applied to both purchases and sales.

c. Shares of Powerwave common stock acquired during the Settlement Class Period through the exerciseof a call option shall be treated as a purchase on the date of exercise for the strike price plus the optionpremium. Shares of Powerwave common stock sold during the Settlement Class Period through the assignmentof a call option shall be treated as a sale on the date of exercise for the strike price plus the option premium.Shares of Powerwave common stock acquired during the Settlement Class Period through the assignment of aput option shall be treated as a purchase on the date the put option was assigned for the strike price minus theoption premium. Shares of Powerwave common stock sold through the exercise of a put option shall be treatedas a sale on the date of exercise for the strike price minus the option premium. Shares of Powerwave commonstock acquired pursuant to any Powerwave stock option plan shall have a Recognized Claim of zero.

d. The receipt or grant by gift, devise or operation of law of Powerwave common stock during theSettlement Class Period shall not be deemed a purchase or sale of Powerwave common stock for thecalculation of an Authorized Claimant’s Recognized Claim. If, however, such stock was purchased during theSettlement Class Period by the donor, descendent or transferor, then the recipient’s Recognized Claim will becomputed by using the price of such stock on the original date of purchase and not the date of transfer.

e. The receipt of Powerwave common stock during the Settlement Class Period in exchange for securitiesof any other company shall be deemed a purchase of Powerwave common stock on the date the acquisitionclosed at the closing price of Powerwave stock on that date.

f. The price paid or received should exclude all commissions, taxes and fees.

g. Shares originally sold short shall have a Recognized Claim of zero.

h. All profits will be subtracted from all losses to determine the net Recognized Claim of each AuthorizedClaimant.

i. No cash payment will be made on a claim where the potential distribution amount is $10 or less.

j. The Court has reserved jurisdiction to allow, disallow or adjust the claim of any Settlement ClassMember on equitable grounds.

k. No person shall have any claim against Plaintiffs’ Co-Lead Counsel, the Claims Administrator or otheragent designated by Plaintiffs’ Co-Lead Counsel, or any Defendant or any Defendant’s counsel based on thedistribution made substantially in accordance with the Stipulation and this Plan of Allocation, or further ordersof the Court.

l. Settlement Class Members who do not submit valid Proofs of Claim will not share in the Settlementproceeds. Settlement Class Members who do not either submit a request for exclusion or submit a valid Proofof Claim will nevertheless be bound by the terms of this Settlement.

m. Distributions will be made to Authorized Claimants after all claims have been processed and after theCourt has finally approved the Settlement. If any funds remain in the Net Settlement Fund by reason of un-cashed checks or otherwise, then, after the Claims Administrator has made reasonable and diligent efforts tohave Settlement Class Members who are entitled to participate in the distribution of the Net Settlement Fundcash their distributions, any balance remaining in the Net Settlement Fund one (1) year after the initialdistribution of such funds shall be re-distributed to Settlement Class Members who have cashed their initialdistributions and who would receive at least $10 from such re-distribution, after payment of any unpaid costsor fees incurred in administering the Net Settlement Fund for such re-distribution. If after six months aftersuch re-distribution any funds shall remain in the Net Settlement Fund, then such balance shall be contributedto non-sectarian, not-for-profit, 501(c)(3) organization(s) approved by the Court.

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Table 1

Rolling Average Rolling AverageDate Closing Price Date Closing Price

11/3/06 $6.21 12/15/06 $6.3811/6/06 6.23 12/18/06 6.3811/7/06 6.24 12/19/06 6.3811/8/06 6.28 12/20/06 6.3811/9/06 6.27 12/21/06 6.3811/10/06 6.26 12/22/06 6.3811/13/06 6.26 12/26/06 6.3911/14/06 6.32 12/27/06 6.4011/15/06 6.34 12/28/06 6.4011/16/06 6.36 12/29/06 6.4111/17/06 6.37 1/3/07 6.4111/20/06 6.37 1/4/07 6.4311/21/06 6.36 1/5/07 6.4311/22/06 6.37 1/8/07 6.4311/24/06 6.37 1/9/07 6.4311/27/06 6.36 1/10/07 6.4311/28/06 6.35 1/11/07 6.4311/29/06 6.35 1/12/07 6.4411/30/06 6.35 1/16/07 6.4412/1/066 6.35 1/17/07 6.4312/4/06 6.35 1/18/07 6.4212/5/06 6.35 1/19/07 6.4212/6/06 6.35 1/22/07 6.4212/7/06 6.34 1/23/07 6.4112/8/06 6.35 1/24/07 6.4012/11/06 6.35 1/25/07 6.4012/12/06 6.35 1/26/07 6.3912/13/06 6.35 1/29/07 6.3812/14/06 6.37 1/30/07 6.38

HOWTO GETA PAYMENT-SUBMITTINGA PROOF OF CLAIM FORM

11. How Can I Get a Payment?

To qualify for a payment, you must be an eligible Settlement Class Member, send in a valid Proof of Claimand Release form and properly document your claim as requested in the form. A Proof of Claim and Releaseform is enclosed with this Notice. You may also download a Proof of Claim and Release form from the ClaimsAdministrator’s website at www.berdonclaims.com. Read the instructions carefully, fill out the Proof of Claimand Release form, include all the documents the form asks for, sign it and mail it to the address on the frontpage of the form postmarked no later than November 4, 2009.

12. When Would I Get My Payment?

The Court will hold a hearing on October 19, 2009, to decide whether to approve the Settlement. If theCourt approves the Settlement after that, there may be appeals. It is always uncertain whether these appealscan be resolved favorably, and resolving them can take time, perhaps several years. It also takes time for allthe Proofs of Claim to be processed. Please be patient.

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13. What Am I Giving up to Get a Payment?

Unless you exclude yourself, you are staying in the Settlement Class, and that means you cannot sue,continue to sue, or be part of any other lawsuit against the Defendants about the Released Claims (as definedbelow) in this case. It also means that all of the Court’s orders will apply to you and legally bind you and youwill release all Released Claims (defined below) against the Released Persons (defined below) upon theEffective Date (defined below). The terms of the release are included in the enclosed Proof of Claim andRelease form.

“Released Claims” means and includes any and all claims, rights, demands, liabilities and causes ofactions, including Unknown Claims (defined below), whether based on federal, state, local, statutory orcommon law or any other law, rule or regulation, whether known or unknown, suspected or unsuspected, fixedor contingent, accrued or un-accrued, liquidated or un-liquidated, matured or un-matured, class or individualin nature, that have been, might have been, or could be asserted (or threatened, alleged, or litigated) at law, inequity, or otherwise, at any time against any of the Released Parties by any Member of the Settlement Class,in any capacity, in the Litigation and which arises out of or relates in any way whatsoever to: (a) purchases orsales of Powerwave common stock during the Settlement Class Period; (b) the allegations, transactions, facts,matters or occurrences, representations or omissions involved, set forth, referred to or that could have beenasserted in the FACC; or (c) any alleged misrepresentation or omission occurring during the Settlement ClassPeriod concerning or relating to the financial condition, results of operations, financial statements, pressreleases, public filings, or any public disclosures by Powerwave or any of the Released Parties relating in anyway to Powerwave; or (d) this Settlement or the entry into it, except for breach of this Settlement. Excludedfrom the Released Claims are any claims asserted derivatively on behalf of Powerwave in Cucci v. PowerwaveTechnologies Inc., et. al., Case No. SACV-07-532 PSG (C.D. Cal.).

“Unknown Claims” means any and all Released Claims that Lead Plaintiff or any Settlement ClassMember do not know or suspect to exist in his, her or its favor at the time of the release of the Released Parties,and any claims against Lead Plaintiff, any Settlement Class Member or Plaintiffs’ Co-Lead Counsel which anyDefendant does not know or suspect to exist in their favor as of the Effective Date, which if known, might haveaffected his, her or it(s) decision(s) with respect to the Settlement and/or the release of the Released Parties.With respect to any and all such claims, the parties stipulate and agree that upon the Effective Date, LeadPlaintiff and Defendants shall expressly, and each Settlement Class Member shall be deemed to have, and byoperation of the Final Judgment shall have, waived any and all provisions, rights and benefits conferred by anylaw of any state or territory of the United States, or principle of common law, or international or foreign law,which is similar, comparable, or equivalent to California Civ. Code §1542, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITORDOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OFEXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLYAFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Upon the Effective Date, Defendants, Lead Plaintiff and each of the Settlement Class Members shall bedeemed to have, and by operation of Judgment shall have, expressly waived any and all provisions, rights, andbenefits conferred by any law of any state or territory of the United States, or principle of common law orinternational or foreign law, which is similar, comparable, or equivalent to California Civil Code §1542.Defendants, Lead Plaintiff and Settlement Class Members may hereafter discover facts in addition to ordifferent from those which they now know or believe to be true with respect to the subject matter of theReleased Claims, but upon the Effective Date, Defendants and Lead Plaintiff shall expressly, and eachSettlement Class Member shall be deemed to have, fully, finally, and forever settled and released any and allReleased Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, liquidated orunliquidated, matured or unmatured, apparent or unapparent, whether or not concealed or hidden, which nowexist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence inthe future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or abreach of any duty, law, or rule, without regard to the subsequent discovery or existence of such different oradditional facts. The Settling Parties acknowledge, and Settlement Class Members shall be deemed byoperation of the Judgment to have acknowledged, that the foregoing waiver was separately bargained for anda material element of the Settlement of which this release is a part.

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The “Released Parties” means each and all of the Defendants and each of a Defendant’s past or presentsuccessors, parents, subsidiaries and affiliates, and their respective directors, officers, employees, partners,agents, underwriters, insurers, co-insurers, re-insurers, controlling shareholders, attorneys, accountants,auditors, banks, investment banks, consultants, associates, personal or legal representatives, predecessors,successors, assigns, spouses, heirs, parents, subsidiaries, related or affiliated entities, joint ventures, any entityin which any Defendant has a controlling interest, any member of any Individual Defendant’s immediatefamily, or any trust of which any Individual Defendant is the settler or which is for the benefit of any IndividualDefendant’s family.

The “Effective Date” will occur when an Order entered by the Court approving the Settlement becomesfinal and not subject to appeal.

14. Can I Exclude Myself from the Settlement Class?

Yes. If you do not want to receive a payment from this Settlement, but you want to keep the right to sueor continue to sue the Defendants on your own for the Released Claims in this case, then you must take stepsto get out of the Settlement Class. This is called excluding yourself or is sometimes referred to as opting outof the Settlement Class.

If you do not wish to be included in the Settlement Class and you do not wish to participate in the proposedSettlement described in this Notice you may request to be excluded. To exclude yourself from the SettlementClass, you must send a letter by mail stating that you want to be excluded from Crafton v. PowerwaveTechnologies, Inc., et al., Case No. SACV-07-0065-PSG (MLGx), postmarked no later than October 5, 2009to the Claims Administrator at the address below. You must include: (a) your name, current address, day-timeor evening telephone numbers and your signature; (b) the number of shares of Powerwave common stock youpurchased and/or sold during the Settlement Class Period and the dates and prices of such purchase(s) and/orsale(s); and (c) a clear and unambiguous statement that you wish to be excluded from the Settlement Class.The request for exclusion must be addressed to the Claims Administrator as follows:

Powerwave Technologies Securities Litigation – EXCLUSIONc/o Berdon Claims Administration LLC

P.O. Box 9014Jericho, NY 11753-8914

NO REQUEST FOR EXCLUSION WILL BE CONSIDERED VALID UNLESS ALL OF THEINFORMATION DESCRIBED ABOVE IS INCLUDED IN ANY SUCH REQUEST.

You cannot exclude yourself on the phone or by e-mail. If you validly request exclusion from theSettlement Class: (a) you will be excluded from the Settlement Class, (b) you will not share in the proceedsof the Settlement described herein, (c) you will not be bound by any judgment entered in the Litigation, and(d) you will not be precluded, by reason of your decision to request exclusion from the Settlement Class, fromotherwise prosecuting an individual claim, if timely, against the Defendants based on the matters complainedof in the Litigation.

15. If I Do Not Exclude Myself, Can I Sue the Defendants for the Same Thing Later?

No. Unless you exclude yourself, you give up any right to sue the Defendants for the Released Claims inthis Settlement. If you have a pending lawsuit against any of the Defendants, speak to your lawyer in that caseimmediately. Remember, the exclusion request must be postmarked no later than October 5, 2009.

16. If I Exclude Myself, Can I Receive Money from this Settlement?

No. If you exclude yourself, you will not be a part of this Settlement, and you will not receive any moneyfrom this Settlement. Accordingly, if you decide to exclude yourself, you should not submit a claim form. But,you may sue, continue to sue, or be part of a different lawsuit involving the Released Claims against theDefendants.

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17. Can I Change My Mind about Excluding Myself?

Yes. Even if you have already submitted a request for exclusion, if you change your mind and decide thatyou do want to be included in the Settlement Class and participate in the proposed Settlement described in thisNotice, you may retract or withdraw your original request. To do so, you must state in writing that you wishto retract or withdraw the request for exclusion previously submitted, and include your name, address andsignature. Submit your statement to the Claims Administrator by mail at:

Powerwave Technologies Securities Litigation – RETRACTIONc/o Berdon Claims Administration LLC

P.O. Box 9014Jericho, NY 11753-8914or by fax: (516) 931-0810

To obtain the address you may use for overnight mail, call the Claims Administrator toll free at (800) 766-3330. To be valid, your retraction must be received no later than October 15, 2009.

THE LAWYERS REPRESENTINGTHE CLASS

18. Do I Have a Lawyer in this Case?

The Court ordered that the law firms of The Brualdi Law Firm, P.C., New York, New York and Weiss &Lurie, Los Angeles, California will represent you and the other Members of the Settlement Class. Theselawyers are called Plaintiffs’ Co-Lead Counsel. You will not be separately charged for these lawyers. If youwant to be represented by your own lawyer, you may hire one at your own expense.

19. How Will the Lawyers Be Paid?

Plaintiffs’ Co-Lead Counsel will ask the Court for attorneys’ fees in an amount not to exceed 33 1/3% ofthe Settlement Fund and for reimbursement of their expenses in the approximate amount of $295,000, whichcounsel advanced in connection with the Litigation, plus interest on such expenses at the same rate as earnedby the Settlement Fund, to be paid from the Settlement Fund. The Lead Plaintiff also will ask the Court forreimbursement for his costs and expenses (including lost wages) incurred in representing the Settlement Classnot to exceed $30,000, also to be paid from the Settlement Fund. Settlement Class Members are not personallyliable for any such fees or expenses.

The attorneys’ fees and expenses requested will be the only payment to Plaintiffs’ Co-Lead Counsel fortheir efforts in achieving this Settlement and for their risk in undertaking this representation on a whollycontingent basis. Plaintiffs’ Co-Lead Counsel have committed a significant amount of time and substantialexpenses in litigating this case for the benefit of the Settlement Class since its inception in 2007. To date,Plaintiffs’ Co-Lead Counsel have not been paid for their services in conducting this Litigation on behalf of theLead Plaintiff and the Settlement Class, nor for their substantial expenses incurred in the Litigation. The feesrequested will compensate counsel for the Lead Plaintiff for their work in achieving this Settlement and arewell within the range of fees awarded to class counsel under similar circumstances in other cases of this type.The Court may award less than the amounts requested.

The Court may also without further notice to the Settlement Class approve payment of the ClaimsAdministrator’s fees and expenses incurred in connection with giving notice, administering the Settlement anddistributing the Settlement proceeds to the Members of the Settlement Class.

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OBJECTINGTOTHE SETTLEMENT

You can tell the Court that you do not agree with the Settlement or some part of it.

20. How Do I Tell the Court That I Do Not like the Settlement?

If you are a Settlement Class Member you can object to the Settlement if you do not like any part of it.You may write to the Court setting out your objection and give reasons why you think the Court should notapprove any or all of the Settlement terms. The Court will consider your views.

To object, you must send a signed letter or other document stating that you object to the proposedSettlement in Crafton v. Powerwave Technologies, Inc., et. al., Case No. SACV-07-0065-PSG (MLGx) withinthe deadline identified below and according to the following procedures.

Be sure to include your name, address, telephone number, and your signature, the date(s), price(s), andnumber(s) of shares of all purchases and sales of Powerwave common stock you made during the SettlementClass Period, and state the reasons why you object to the Settlement. Your objection must be mailed ordelivered such that it is filed with the Clerk of the Court and served on each of the following counsel no laterthan October 5, 2009:

COURT PLAINTIFFS’ CO-LEAD COUNSELClerk of the Court Richard B. Brualdi, Esq.United States District Court The Brualdi Law Firm, P.C.for the Central District of California 29 Broadway, Suite 2400Western Division New York, NY 10006Roybal Federal Building

and U.S. Courthouse Jordan L. Lurie, Esq.255 East Temple Street Weiss & LurieLos Angeles, CA 90012 10940 Wilshire Boulevard, Suite 2300

Los Angeles, CA 90024

DEFENDANTS’ COUNSELSeth Aronson, Esq.

Amy Jane Longo, Esq.O’Melveny & Myers LLP

400 South Hope StreetLos Angeles, CA 90071

You do not need to go to the Settlement Fairness Hearing to have your written objection considered by theCourt. At the Settlement Fairness Hearing, any Settlement Class Member who has not previously submitted arequest for exclusion from the Settlement Class and who has complied with the procedures set out in thisQuestion 20 below for filing with the Court and providing to Plaintiffs’ Co-Lead Counsel and to Defendants’Counsel a statement of an intention to appear at the Settlement Fairness Hearing may also appear and be heard,to the extent allowed by the Court, to state any objection to the Settlement, the Plan of Allocation, LeadPlaintiff’s application for reimbursement of his costs and expenses (including lost time) incurred inrepresenting the Settlement Class or Plaintiffs’ Co-Lead Counsel’s request for an award of attorneys’ fees andreimbursement of expenses. Any such objector may appear in person or arrange, at that objector's expense, fora lawyer to represent the objector at the Settlement Fairness Hearing.

21. What Is the Difference Between Objecting and Excluding?

Objecting is simply telling the Court that you do not like something about the Settlement.You can object onlyif you stay in the Settlement Class. Excluding yourself is telling the Court that you do not want to be part of theSettlement Class. If you exclude yourself, you have no basis to object because the case no longer affects you.

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THE COURT’S SETTLEMENT FAIRNESS HEARING

The Court will hold a hearing to decide whether to approve the Settlement. You may attend and you mayask to speak, but you do not have to.

22. When and Where Will the Court Decide Whether to Approve the Settlement?

The Court will hold a Settlement Fairness Hearing at 2:30 p.m. on Monday, October 19, 2009 at theUnited States District Court for the Central District of California, Western Division, Roybal Federal Buildingand U.S. Courthouse, 255 East Temple Street, Los Angeles, CA 90012. At this hearing the Court will considerwhether the Settlement is fair, reasonable and adequate. Judge Gutierrez also will consider the proposed Planof Allocation of the Net Settlement Fund, the application of Lead Plaintiff for reimbursement for his costs andexpenses incurred in representing the Settlement Class and the application of Plaintiffs’ Co-Lead Counsel forattorneys’ fees and reimbursement of expenses. If there are any objections filed in accordance with theinstructions and deadline identified above at Question 20, the Court will consider them. The Court also maylisten to people who have properly requested, within the deadline identified above, to speak at the hearing; butdecisions regarding the conduct of the hearing will be made by the Court. See Question 24 for moreinformation about speaking at the hearing. The Court may decide these issues at the hearing or take them underconsideration and issue an order later. We do not know how long these decisions will take.

You should be aware that the Court may change the date and time of the Settlement Fairness Hearingwithout any further notice. Thus, if you want to come to the hearing, you should check with Plaintiffs’ Co-Lead Counsel before coming to be sure that the date and/or time has not changed.

23. Do I Have to Come to the Hearing?

No. Plaintiffs’ Co-Lead Counsel will answer questions the Court may have. But, you are welcome to comeat your own expense. If you send an objection, you are not required to come to Court to talk about it. As longas you mailed your written objection on time, the Court will consider it. You may also pay your own lawyerto attend, but it is not required. Settlement Class Members are not required to appear at the hearing or take anyother action to indicate their approval, although they may do so if they wish.

24. May I Speak at the Hearing?

You may ask the Court for permission to speak at the Settlement Fairness Hearing. To do so, you mustinclude with your objection (see Question 20 above) a statement stating that it is your intention to appear inCrafton v. Powerwave Technologies, Inc., et al., Case No. SACV-07-0065-PSG. Be sure to include your name,address, telephone number, your signature and the number of shares of Powerwave common stock acquiredbetween May 2, 2005 and November 2, 2006 and retained through the close of trading on November 2, 2006.Your notice of intention to appear must be mailed or delivered such that it is filed with the Clerk of the Courtand served on each of Plaintiffs’ Co-Lead Counsel and the counsel for the Defendants no later than October5, 2009.

You cannot speak at the hearing if you exclude yourself from the Settlement Class. Persons who intend toobject to the Settlement, the Plan of Allocation, and/or counsel's application for an award of attorneys’ feesand expenses and who wish to present evidence at the Settlement Fairness Hearing must include in theirwritten objections the identity of any witnesses they may call to testify and exhibits they intend to introduceinto evidence at the Settlement Fairness Hearing.

IFYOU DO NOTHING

25. What Happens If I Do Nothing at All?

If you do nothing, you will get no money from this Settlement. But, unless you exclude yourself, youwon’t be able to start a lawsuit, continue a lawsuit or be part of any other lawsuit against the Defendants andthe other Released Parties about the Released Claims ever again.

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26. Are There More Details about the Settlement?

This Notice summarizes the Settlement. More details are in the Stipulation and Agreement of Settlementdated May 14, 2009 (the “Stipulation”).You can get a copy of the Stipulation by writing to Richard B. Brualdi,Esq., The Brualdi Law Firm, P.C., 29 Broadway, Suite 2400, NewYork, NewYork 10006 or Jordan Lurie, Esq.,Weiss & Lurie, 10940 Wilshire Boulevard, Suite 2300, Los Angeles, California 90024.

You also can contact the Claims Administrator: by mail at Powerwave Technologies Securities Litigation,c/o Berdon Claims Administration LLC, P.O. Box 9014, Jericho, NY 11753-8914; by toll free phone at (800)766-3330; by fax at (516) 931-0810 to help you determine whether you are a Settlement Class Member andwhether you are eligible for a payment; or visit the Claims Administrator’s website at www.berdonclaims.com,where you will find a Proof of Claim and Release form, plus other information.

27. How Do I Get More Information?

For even more detailed information concerning the matters involved in this Action, you can refer to thepleadings, to the Stipulation, to the Orders entered by the Court and to the other papers filed in the Litigation,which may be inspected at the Office of the Clerk of the United States District Court for the Central Districtof California, Western Division, Roybal Federal Building and U.S. Courthouse, 255 East Temple Street, LosAngeles, CA 90012, during regular business hours.

DO NOTTELEPHONETHE COURT REGARDINGTHIS NOTICE

SPECIAL NOTICE TO SECURITIES BROKERSAND OTHER NOMINEES

The Court has ordered that if you held shares of Powerwave (NASDAQ National Market symbol “PWAV”;CUSIP 739363109) common stock acquired during the period between May 2, 2005 to November 2, 2006,inclusive, as a nominee for a beneficial owner other than yourself, then, after seven (7) days after you receivethis Notice, you must either: (a) send a copy of this Notice by first class mail to all such Persons ororganizations; or (b) provide to the Claims Administrator the names and last known addresses of all suchPersons or organizations, preferably in an MS Excel data table setting forth: (i) title/registration, (ii) streetaddress, (iii) city/state/zip; or on electronic mailing labels in MS or WordPerfect files; or printed out onphysical mailing labels sent to:

Powerwave Technologies Securities Litigationc/o Berdon Claims Administration LLC


Fax: (516) 931-0810Website: www.berdonclaims.com

If you choose to mail the Notice and Proof of Claim and Release form yourself, you may obtain from theClaims Administrator (without cost to you) as many additional copies of the documents as you will need tocomplete the mailing and provide the Claims Administrator with written confirmation that the mailing wasmade as directed.

Regardless whether you choose to complete the mailing yourself or elect to have the mailing performedfor you, you may obtain reimbursement for reasonable administrative costs actually incurred or expected tobe incurred in connection with forwarding the Notice and which would not have been incurred but for theobligation to forward the Notice. Those expenses will be paid after request and submission of appropriatesupporting documentation. All communications concerning the foregoing should be addressed to the ClaimsAdministrator at the address above.

Dated: August 12, 2009 BY ORDER OF THE UNITED STATES DISTRICT COURTFOR THE CENTRAL DISTRICT OF CALIFORNIA

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UNITED STATES DISTRICT COURTCENTRAL DISTRICT OF CALIFORNIA

JERRY MICHAEL CRAFTON, Individually CASE NO. SACV-07-0065-PSG (MLGx)and on Behalf of All Others SimilarlySituated CLASS ACTION

Plaintiff,v.

POWERWAVE TECHNOLOGIES, INC.,BRUCE C. EDWARDS, RONALD J.BUSCHUR and KEVIN T. MICHAELS,

Defendants.

PROOF OF CLAIMAND RELEASE

DEADLINE FOR SUBMISSION: NOVEMBER 4, 2009

IFYOU PURCHASEDOROTHERWISEACQUIRED POWERWAVETECHNOLOGIES,INC., (“POWERWAVE”) COMMON STOCK BETWEEN MAY 2, 2005 ANDNOVEMBER 2, 2006, INCLUSIVE (THE “SETTLEMENT CLASS PERIOD”), ANDHELD SHARES PURCHASED DURING THAT PERIOD THROUGH THE CLOSEOF TRADING ON NOVEMBER 2, 2006, YOU MAY BE A “SETTLEMENT CLASSMEMBER” AND YOU MAY BE ENTITLED TO SHARE IN THE SETTLEMENTPROCEEDS.

Excluded from the Settlement Class are the Defendants, any entity in which Defendants or anyexcluded person has or had a controlling ownership interest, the current and former officers anddirectors of Powerwave, members of any such excluded person’s immediate families and their legalaffiliates, representatives, heirs, controlling persons, successors and predecessors in interest or assignsof any such excluded party. The Settlement also excludes those persons who timely request exclusionfrom the Settlement Class pursuant to the Notice of Pendency and Proposed Settlement of Class Action(“Notice”).

I. GENERAL INSTRUCTIONS

A. If you are a Settlement Class Member, in order to be eligible for any Settlement benefits, you mustcomplete and sign this Proof of Claim and Release and mail it by pre-paid, first class mail, postmarked nolater than November 4, 2009 to the Claims Administrator at:



Your failure to submit your claim postmarked by November 4, 2009 may subject your claim to rejection andpreclude your receiving any money in connection with the Settlement of this litigation. Do not mail or deliveryour claim to the Court or to any of the parties or their counsel as any such claim will be deemed not to havebeen submitted. Submit your claim only to the Claims Administrator. You will bear the risks of delay ornon-delivery of your claim.

B. Submission of this Proof of Claim and Release, however, does not assure that you will share in theproceeds of the settlement of the Litigation.

C. If you are a Settlement Class Member, and you do not properly and timely request exclusion inconnection with the Settlement, you will be bound by the terms of any judgment entered in the Litigation,WHETHER OR NOTYOU SUBMIT A PROOF OF CLAIM AND RELEASE.

D. If you are NOT a Settlement Class Member (or legal representative of a Settlement Class Member),DO NOT submit a Proof of Claim and Release.

E. All terms herein are as defined in the Notice and the Stipulation and Agreement of Settlement(“Stipulation”) on file with the Court.

II. CLAIMANT IDENTIFICATIONAND INSTRUCTIONS

A. If you purchased or otherwise acquired Powerwave common stock and held the certificate(s) in yourname, you are the beneficial owner as well as the record owner. If, however, you purchased or otherwiseacquired Powerwave common stock and the certificate(s) were registered in the name of a third party, such asa nominee or brokerage firm, you are the beneficial owner and the third party is the record owner.

B. Use Section IV of this form entitled “Claimant Identification” to identify the beneficial owner and, ifdifferent, each record owner, of Powerwave common stock which forms the basis of this claim.

C. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL OWNER(S), OR THE LEGALREPRESENTATIVE(S) OF SUCH OWNER(S), OF THE POWERWAVE COMMON STOCK UPONWHICHTHIS CLAIM IS BASED.

D. A separate claim must be filed for each type of account or ownership (i.e., individual account, IRAaccount, joint account, custodial account, etc.). Joint tenants or UGMA custodians should file a single claim.

E. All joint owners must sign this claim. Executors, administrators, guardians, conservators and trusteesmust complete and sign this claim on behalf of Persons represented by them. Documentation establishing theirauthority must accompany this claim, and their titles or capacities must be stated.

F. The Social Security or Taxpayer Identification number and telephone number of the beneficial ownermay be used in verifying the claim. Failure to provide the foregoing information could delay verification ofyour claim or result in rejection of your claim.

III. TRANSACTION SCHEDULE INSTRUCTIONS

A. Use Section V of this form entitled “Schedule of Transactions in Powerwave Common Stock” tosupply all the required details of your transaction(s) in Powerwave common stock separately and inchronological order by trade date, beginning with the earliest. You must accurately provide the month, day andyear of each transaction you list, including acquisitions through corporate mergers and acquisitions byPowerwave. If you need more space, attach separate sheets giving all of the required information insubstantially the same form. Sign and print your name and Social Security Number or Taxpayer Identificationnumber at the top of each additional sheet.

B. The date of purchase or sale of Powerwaave common stock is the “contract” or “trade” date and notthe “settlement” date.

C. In processing claims, the first-in, first-out basis (“FIFO”) will be applied to both purchases and sales.

D. The price per share, paid or received, should exclude all commission, taxes and fees.

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E. Shares of Powerwave common stock acquired during the Settlement Class Period through the exerciseof a call option shall be treated as a purchase on the date of exercise for the strike price plus the optionpremium.

Shares of Powerwave common stock sold during the Settlement Class Period through the assignmentof a call option shall be treated as a sale on the date of the exercise for the strike price plus the option premium.

Shares of Powerwave common stock acquired during the Settlement Class Period through theassignment of a put option shall be treated as a purchase on the date the put option was assigned for the strikeprice minus the option premium.

Shares of Powerwave common stock sold through the exercise of a put option shall be treated as a saleon the date of exercise for the strike price minus the premium option.

Shares of Powerwave common stock acquired pursuant to any Powerwave employee stock option planshall have a Recognized Claim of zero.

F. The date of covering a “short sale” is deemed to be the date of purchase of Powerwave common stock.The date of a “short sale” is deemed to be the date of sale of Powerwave common stock. Shares originally soldshort will have a Recognized Claim of zero.

G. No payment will be made on a claim where the potential distribution amount is $10.00 or less.

H. You are required to attach to your claim form copies of supporting documentation for all yourtransactions in Powerwave common stock. Documentation may be copies of brokerage confirmation slips ormonthly statements. If such documents are not in your possession, please obtain equivalent contemporaneousdocuments from your broker or financial advisor. A complete list of acceptable supporting documentation canbe found on the Claims Administrator’s website at www.berdonclaims.com (click on “SupportingDocumentation” under “Questions and Procedures”). Failure to provide acceptable documentation could delayverification of your claim or result in rejection of your claim.

I. If an Authorized Claimant’s trading activity during the Settlement Class Period exceeds 50transactions, he, she or it must provide, in an electronic file, all purchase and sale information required inSection V. For a copy of instructions and parameters concerning such a submission, contact the ClaimsAdministrator by phone at (800) 766-3330; by fax at (516) 931-0810 or via the website atwww.berdonclaims.com. All Claimants MUST submit a manually signed paper Proof of Claim and Releaseform listing all their transactions whether or not they also submit electronic copies. If you wish to file yourclaim electronically, you must contact the Claims Administrator or visit its website to obtain the required filelayout. No electronic files will be considered to have been properly submitted unless the Claims Administratorissues to the Claimant a written acknowledgment of receipt of electronically submitted data.

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POWERWAVETECHNOLOGIES SECURITIES LITIGATION

PROOF OF CLAIM

Must be Postmarked No Later Than November 4, 2009

Please Type or Print

IV. CLAIMANT IDENTIFICATION

_______________________________________________________________________________________Beneficial Owner’s Name (as it appears on your brokerage statement)

_______________________________________________________________________________________Joint Owner’s Name (as it appears on your brokerage statement)

_______________________________________________________________________________________Street Address

_________________________________________ __________________ _____________________City State Zip Code

_________________________________________ _________________________________________Foreign Province Foreign Country

_________________________________________ or _________________________________________Social Security Number Taxpayer Identification Number

Specify one of the following:

□ Individual/Sole Proprietor □ Joint Ownership □ Pension Plan □ Partnership

□ Corporation □ Trust □ IRA □ Other (describe): _____________________________

__________ __________________________ (Day) ___________ ______________________ (Evening)Area Code Telephone Number Area Code Telephone Number

_________________________________________ ___________________________________________Facsimile Number E-Mail Address

_______________________________________________________________________________________Record Owner’s Name and Address (if different from beneficial owner listed above)

_______________________________________________________________________________________

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POWERWAVE

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V. SCHEDULE OF TRANSACTIONS IN POWERWAVE COMMON STOCK

A. State the number of shares of Powerwave common stock owned at the close of trading on Friday, April 29,2005, long or short (if none, write zero; if other than zero, must be documented): _______________.

B. Separately list each and every purchase of Powerwave common stock during the period May 2, 2005through November 2, 2006, inclusive, and provide the following information (must be documented):

Trade Date Price Per Share(list chronologically) (excluding commissions,Month/Day/Year Number of Shares Purchased taxes and fees)

C. State the total number of shares acquired during the period November 3, 2006 through January 30,2007 (if none, enter “0”; if other than zero, must be documented): _______________.

D. Separately list each and every sale of Powerwave common stock during the period May 2, 2005through January 30, 2007, and provide the following information (if none, write zero; if other thanzero, must be documented):

Trade Date Price Per Share(list chronologically) (excluding commissions,Month/Day/Year Number of Shares Sold taxes and fees)

E. State the number of shares of Powerwave common stock held at the close of trading on January 30,2007, long or short (if none, write “0”; if other than zero, must be documented): _______________.

If you need additional space, photocopy this page or attach the required information onseparate, numbered sheets in the same format as above and print your name and

Social Security or Taxpayer Identification number at the top of each additional sheet.

YOUMUSTALSO READTHE FOLLOWING RELEASEAND SUBMISSIONTO JURISDICTIONAND SIGNYOUR NAME(S) ON PAGE 22

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VI. SUBMISSION TO JURISDICTION OF COURTANDACKNOWLEDGMENTS

I/We submit this Proof of Claim and Release (“Proof of Claim”) under the terms of the Stipulation andAgreement of Settlement (the “Stipulation”) described in the Notice. By submitting this Proof of Claim, I/westate that I/we believe in good faith that I/we are a Settlement Class Member as defined above and in theNotice, or that I am/we are acting in good faith that I am/we are acting for such a person; that I am/we haveread and understood the Notice; that I/we believe that I am/we are entitled to receive a share of the NetSettlement Fund; and that I/we elect to participate in the Settlement described the Notice.

I/We also submit to the jurisdiction of the United States District Court for the Central District of Californiawith respect to my/our claim as a Settlement Class Member and for purposes of enforcing the release set forthherein and any judgment that may be entered in the Litigation. I/we further acknowledge that I am/we arebound by, and subject to, the terms of any judgment that may be entered in the Litigation.

I/we have set forth, where requested above, all relevant information with respect to each purchase oracquisition of Powerwave common stock during the Settlement Class Period and each sale, if any, of suchcommon stock through January 31, 2007. I/we have also enclosed photocopies of the stockbroker’sconfirmation slips, stockbroker’s statements or other documents evidencing each purchase, acquisition, sale orretention of Powerwave common stock listed above in support of my/our claim. I/we agree to furnishadditional information to the Claims Administrator to support this claim if required to do so.

I/we have not submitted any other claims in this Settlement covering the same purchases or acquisitionsor sales of Powerwave common stock during the Settlement Class Period and know of no other Person havingdone so on my/our behalf.

VII. RELEASE

A. I/we hereby acknowledge full and complete satisfaction of, and so hereby fully and forever settle,release and discharge each and all of the Released Parties from any and all of the Released Claims.

“Released Parties” means each and all of the Defendants and each of a Defendant’s past or presentsuccessors, parents, subsidiaries and affiliates, and their respective directors, officers, employees, partners,agents, underwriters, insurers, co-insurers, re-insurers, controlling shareholders, attorneys, accountants,auditors, banks, investment banks, consultants, associates, personal or legal representatives, predecessors,successors, assigns, spouses, heirs, parents, subsidiaries, related or affiliated entities, joint ventures, any entityin which any Defendant has a controlling interest, any member of any Individual Defendant’s immediatefamily, or any trust of which any Individual Defendant is the settler or which is for the benefit of any IndividualDefendant’s family.

“Released Claims” means and includes any and all claims, rights, demands, liabilities and causes ofactions, including Unknown Claims (defined below), whether based on federal, state, local, statutory orcommon law or any common law or any other law, rule or regulation, whether known or unknown, suspectedor unsuspected, fixed or contingent, accrued or un-accrued, liquidated or un-liquidated, matured or un-matured, class or individual in nature, that have been, might have been, or could be asserted (or threatened,alleged, or litigated) at law, in equity, or otherwise, at any time against any of the Released Parties by anyMember of the Settlement Class, in any capacity, in the Litigation and which arises out of or relates in any waywhatsoever to: (a) purchases or sales of Powerwave common stock during the Settlement Class Period; (b) theallegations, transactions, facts, matters or occurrences, representations or omissions involved, set forth,referred to or that could have been asserted in the FACC; or (c) any alleged misrepresentation or omissionoccurring during the Settlement Class Period concerning or relating to the financial condition, results ofoperations, financial statements, press releases, public filings, or any public disclosures by Powerwave or anyof the Released Parties relating in any way to Powerwave; or (d) this Settlement or the entry into it, except forbreach of this Settlement. Excluded from the Released Claims are any claims asserted derivatively on behalfof Powerwave in Cucci v. Powerwave Technologies Inc., et. al. Case No. SACV-07-532 PSG (C.D. Cal.).

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“Unknown Claims” means any and all Released Claims that Lead Plaintiff or any Settlement ClassMember do not know or suspect to exist in his, her or its favor at the time of the release of the Released Parties,and any claims against Lead Plaintiff, any Settlement Class Member or Plaintiffs’ Co-Lead Counsel which anyDefendant does not know or suspect to exist in their favor as of the Effective Date, which if known, might haveaffected his, her or it(s) decision(s) with respect to the Settlement and/or the release of the Released Parties.With respect to any and all such claims, the parties stipulate and agree that upon the Effective Date, LeadPlaintiff and Defendants shall expressly, and each Settlement Class Member shall be deemed to have, and byoperation of the Final Judgment shall have, waived any and all provisions, rights and benefits conferred by anylaw of any state or territory of the United States, or principle of common law, or international or foreign law,which is similar, comparable, or equivalent to California Civ. Code §1542, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITORDOES NOT KNOW OR SUSPECTTO EXIST IN HIS OR HER FAVOR AT THE TIME OFEXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLYAFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Upon the Effective Date, Defendants, Lead Plaintiff and each of the Settlement Class Members shallbe deemed to have, and by operation of Judgment shall have, expressly waived any and all provisions, rights,and benefits conferred by any law of any state or territory of the United States, or principle of common law orinternational or foreign law, which is similar, comparable, or equivalent to California Civil Code §1542.Defendants, Lead Plaintiff and Settlement Class Members may hereafter discover facts in addition to ordifferent from those which they now know or believe to be true with respect to the subject matter of theReleased Claims, but upon the Effective Date, Defendants and Lead Plaintiff shall expressly, and eachSettlement Class Member shall be deemed to have, fully, finally, and forever settled and released any and allReleased Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, liquidated orunliquidated, matured or unmatured, apparent or unapparent, whether or not concealed or hidden, which nowexist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence inthe future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or abreach of any duty, law, or rule, without regard to the subsequent discovery or existence of such different oradditional facts. The Settling Parties acknowledge, and Settlement Class Members shall be deemed byoperation of the Judgment to have acknowledged, that the foregoing waiver was separately bargained for anda material element of the Settlement of which this release is a part.

B. When the Settlement becomes effective, the Lead Plaintiff, on behalf of himself and the SettlementClass, each of the Settlement Class Members (except a Settlement Class Member who has been properlyexcluded from the Settlement Class), and anyone claiming though or on behalf of any of them, will be foreverbarred and enjoined from commencing, instituting or prosecuting any action or other proceeding in any courtof law or equity, arbitration tribunal or administrative forum, directly, representatively or derivatively againstany of the Released Parties raising or asserting in any manner any of the Released Claims.

C. This Release shall be of no force or effect unless and until the Court approves the Stipulation and theStipulation becomes effective as to all Defendants and all Released Parties on the Effective Date.

D. I/we hereby warrant and represent that I/we have not assigned or transferred or purported to assign ortransfer, voluntarily or involuntarily, any matter released pursuant to this Release or any other part or portionthereof.

E. I/we hereby warrant and represent that I/we have included information about all of my/our transactionsin Powerwave common stock which occurred during the Settlement Class Period or as otherwise requested aswell as the number of shares of Powerwave common stock held by me/us at the beginning of the SettlementClass Period and the close of trading on January 30, 2007.

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VIII. CERTIFICATION

A. I/we certify that I am/we are NOT subject to backup withholding under the provisions of Section3406(a)(1)(c) of the Internal Revenue Code because: (a) I am/we are exempt from backup withholding, or (b)I/we have not been notified by the Internal Revenue Service that I am/we are subject to backup withholding asa result of a failure to report all interest or dividends, or (c) the I.R.S. has notified me/us that I am/we are nolonger subject to backup withholding..

Note: If you have been notified by the Internal Revenue Service that you are subject to backupwithholding, please strike out the word “NOT” in the certification above.

B. I/we declare under penalty of perjury under the laws of the United States of America, that theforegoing information supplied by the undersigned, and the supporting documents attached hereto, are true,correct and complete to the best of my/our knowledge, and that this Proof of Claim and Release was executedthis ___ day of __________, 2009 at ________________________________, __________________.

(City) (State/Country)

____________________________________________Signature of Claimant

____________________________________________(Print your name here)

____________________________________________Signature of Joint Claimant, if any

____________________________________________(Print your name here)

____________________________________________Signature of person(s) signing on behalf of Claimant

____________________________________________(Capacity of person(s) signing, e.g. beneficialpurchaser(s), executor, administrator, trustee, etc.)

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THIS PROOF OF CLAIMMUST BE POSTMARKED NO LATERTHAN NOVEMBER 4, 2009,ANDMUST BEMAILED TO:



A Proof of Claim and Release received by the Claims Administrator shall be deemed to have beensubmitted when posted, if mailed by November 4, 2009, and if a postmark is indicated on the envelope and itis mailed first class, and addressed in accordance with the above instructions. In all other cases, a Proof ofClaim and Release shall be deemed to have been submitted when actually received by the ClaimsAdministrator.

You should be aware that it will take a significant amount of time to process fully all of the Proofs of Claimand to administer the Settlement. This work will be completed as promptly as time permits, given the need toinvestigate and tabulate each Proof of Claim. Thank you for your patience.

ACCURATE CLAIMS PROCESSING TAKESA SIGNIFICANTAMOUNT OF TIME.THANKYOU FORYOUR PATIENCE

Reminder Checklist:

1. □ Please be sure to sign this Proof of Claim and Release on page 22. If this Proof of Claim issubmitted on behalf of joint claimants, then both claimants must sign.

2. □ Please remember to attach only copies of acceptable supporting documentation, a complete list ofwhich can be found on the Claims Administrator’s website at www.berdonclaims.com.

3. □ Do NOT send originals of any stock certificates.

4. □ Keep copies of the completed claim form and documentation for your records.

5. □ If you desire immediate acknowledgment of receipt of your claim form, please send it by CertifiedMail, Return Receipt Requested, or its equivalent. You will bear all risks of delay or non-deliveryof your claim.

6. □ If your address changes in the future, or if these documents were delivered to an old or incorrectaddress, please send written notification of your new address to the Claims Administrator.

7. □ If you have any questions or concerns regarding this claim form please contact the ClaimsAdministrator at:



Toll Free Phone: (800) 766-3330Fax: (516) 931-0810

Website: www.berdonclaims.com

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