SC 13D/A

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-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GKGLqbOVTg94/3C2llSjqc/NI0H7PBiDj5JEoOqJPFF34Tn5GyBBPgmCmVgQWQJ1 D4atc0dOiSwEzJF8OopllA== 0000950123-07-017044.txt : 20071226 0000950123-07-017044.hdr.sgml : 20071225 20071226165743 ACCESSION NUMBER: 0000950123-07-017044 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20071226 DATE AS OF CHANGE: 20071226 GROUP MEMBERS: ARTHUR STEINBERG, ESQ. GROUP MEMBERS: WOOD RIVER CAPITAL MANAGEMENT L.L.C. GROUP MEMBERS: WOOD RIVER PARTNERS OFFSHORE, LTD. GROUP MEMBERS: WOOD RIVER PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENDWAVE CORP CENTRAL INDEX KEY: 0001118941 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 954333817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60995 FILM NUMBER: 071327101 BUSINESS ADDRESS: STREET 1: 130 BAYTECH DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: (408)522-3100 MAIL ADDRESS: STREET 1: 130 BAYTECH DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WOOD RIVER ASSOCIATES,L.L.C. CENTRAL INDEX KEY: 0001334063 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O WOOD RIVER CAPITAL MANAGEMENT, LLC STREET 2: 44 MONTGOMERY STREET, SUITE 3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 415-982-1001 MAIL ADDRESS: STREET 1: C/O WOOD RIVER CAPITAL MANAGEMENT, LLC STREET 2: 44 MONTGOMERY STREET, SUITE 3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13D/A 1 y45273sc13dza.htm SC 13D/A SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)¹

ENDWAVE CORPORATION

(Name of Issuer)

Common Stock

(Title of Class of Securities)

29264A206

(CUSIP Number)

ARTHUR STEINBERG, ESQ., SOLELY IN HIS CAPACITY
AS THE RECEIVER AS DESCRIBED HEREIN, AND NOT IN HIS INDIVIDUAL CAPACITY,
C/O KAYE SCHOLER LLP
425 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 836-8000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 20, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.


¹		The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

		The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		29264A206

NAME OF REPORTING PERSONS:

Wood River Capital Management, L.L.C.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

SOLE VOTING POWER:

NUMBER OF

-0-

SHARES

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

-0-

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

-0-

WITH

10.

SHARED DISPOSITIVE POWER:

-0-

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

-0-

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

0.0%

14.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

IA, OO

Page 2 of 17 Pages


CUSIP No.		29264A206

NAME OF REPORTING PERSONS:

Wood River Associates, L.L.C.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

SOLE VOTING POWER:

NUMBER OF

-0-

SHARES

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

-0-

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

-0-

WITH

10.

SHARED DISPOSITIVE POWER:

-0-

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

-0-

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

0.0%

14.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

HC, OO

Page 3 of 17 Pages


CUSIP No.		29264A206

NAME OF REPORTING PERSONS:

Wood River Partners, L.P.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

SOLE VOTING POWER:

NUMBER OF

-0-

SHARES

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

-0-

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

-0-

WITH

10.

SHARED DISPOSITIVE POWER:

-0-

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

-0-

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

0.0%

14.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

Page 4 of 17 Pages


CUSIP No.		29264A206

NAME OF REPORTING PERSONS:

Wood River Partners Offshore, Ltd.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Cayman Islands

SOLE VOTING POWER:

NUMBER OF

-0-

SHARES

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

-0-

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

-0-

WITH

10.

SHARED DISPOSITIVE POWER:

-0-

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

-0-

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

0.0%

14.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

Page 5 of 17 Pages


CUSIP No.		29264A206

NAME OF REPORTING PERSONS:

Arthur Steinberg, Esq., solely as the Receiver of the Wood River Entities (as defined herein) and not in his individual capacity (1)

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

U.S.A.

SOLE VOTING POWER:

NUMBER OF

-0-

SHARES

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

-0-(1)

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

-0-

WITH

10.

SHARED DISPOSITIVE POWER:

-0-(1)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

-0-(1)

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

0.0%(1)

14.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

OO (Receiver)

(1) See Introduction and Item 5 herein.

Page 6 of 17 Pages

TABLE OF CONTENTS


	Item 1. Security and Issuer
	Item 2. Identity and Background
	Item 3. Source and Amount of Funds and Other Consideration
	Item 4. Purpose of Transaction
	Item 5. Interest in Securities of the Issuer
	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Item 7. Material to be Filed as Exhibits
SIGNATURE
Index to Exhibits
EX-99.1: JOINT FILING AGREEMENT
EX-99.2: AMENDED AND RESTATED SETTLEMENT AGREEMENT
EX-99.3: STOCK PURCHASE AGREEMENT
EX-99.4: PURCHASE AGREEMENT

INTRODUCTION

On October 13, 2005, Arthur Steinberg, Esq. was appointed receiver of Wood River Capital Management, L.L.C., Wood River Associates, L.L.C., Wood River Partners, L.P., Wood River Partners Offshore, Ltd. and their respective subsidiaries, successors and assigns (collectively, the “Wood River Entities”) pursuant to the Order described in Item 4. A Schedule 13D was previously filed with the Securities and Exchange Commission (the “Commission”) on October 7, 2005 by the Wood River Entities and John H. Whittier purporting to reflect the acquisition and beneficial ownership of certain shares of Endwave Corporation by the Wood River Entities and Mr. Whittier as of such date (the “Existing Schedule 13D”). A Schedule 13D was filed by Arthur Steinberg, Esq., solely in his capacity as Receiver of the Wood River Entities and not in his individual capacity (the “Receiver”), and the Wood River Entities (collectively with the Receiver, the “Reporting Persons”) on October 24, 2005, primarily to reflect that the Receiver may be deemed the beneficial owner of shares of Common Stock of Endwave Corporation due to being appointed Receiver and his duties and responsibilities as the Receiver (the “Original Schedule 13D”).

On December 7, 2005, the Receiver and the Wood River Entities filed Amendment Number 1 to the Original Schedule 13D (the “First Amendment”) to amend and restate the information in the Original Schedule 13D. On September 26, 2006, the Receiver and the Wood River Entities filed Amendment Number 2 to the Original Schedule 13D (the “Second Amendment”) to amend and restate the information in the Original Schedule 13D and the First Amendment. On May 24, 2007, the Receiver and the Wood River Entities filed Amendment Number 3 to the Original Schedule 13D (the “Third Amendment”) to amend and restate the information in the Original Schedule 13D, the First Amendment and the Second Amendment. This Amendment Number 4 to the Original Schedule 13D (the “Fourth Amendment,” and together with the Original Schedule 13D, the First Amendment, the Second Amendment and the Third Amendment, are collectively referred to herein as this “Schedule 13D”), the First Amendment, the Second Amendment and the Third Amendment amends and restates in its entirety the Original Schedule 13D, the First Amendment, the Second Amendment and the Third Amendment and amends the information in the Existing Schedule 13D solely to the extent it relates to the Wood River Entities or the shares of Common Stock (as defined herein) of Endwave Corporation that may be deemed to be beneficially owned thereby. Mr. Whittier is not a Reporting Person with respect to this Schedule 13D and the information contained herein relating to him is solely based on the information contained in the Existing Schedule 13D. See Item 4.

The Receiver is still in the process of determining and correcting the allocation of shares of Endwave Corporation Common Stock held by the Wood River Entities as of October 24, 2005 among the Wood River Entities. The Receiver is in the process of confirming and verifying certain of the other facts and circumstances stated in this Schedule 13D, and therefore, all statements made herein are made based upon the Receiver’s current information and belief and subject to confirmation, correction, change and future amendment.

The Receiver may be deemed to share beneficial ownership of the shares of Common Stock of Endwave Corporation reported herein due to being appointed the Receiver of the Wood River Entities pursuant to the Order described in Item 4. Notwithstanding anything herein to the contrary, the filing of this Schedule 13D on behalf of Receiver should not be construed as an admission that the Receiver is, and the Receiver disclaims that he is, the beneficial owner, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any of the securities covered by this Schedule 13D.

Item 1. Security and Issuer.

This Schedule 13D relates to shares of common stock, par value $0.001 per share (the “Common Stock”), of Endwave Corporation, a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is 130 Baytech Drive, San Jose, CA 95134.

Item 2. Identity and Background.

The persons filing this statement and the persons enumerated in Instruction C of Schedule 13D and, where applicable, their respective places of organization, general partners, directors, executive officers and controlling persons, and the information regarding them, are as follows:

Page 7 of 17 Pages

(a)

Wood River Capital Management, L.L.C. (the “Adviser”),

Wood River Associates, L.L.C. (the “General Partner”),
Wood River Partners, L.P. (the “Partnership”),
Wood River Partners Offshore, Ltd. (the “Offshore Fund”),
David Bree (“Bree”),
Peter J. O’Dwyer (“O’Dwyer”), and
Don Seymour (“Seymour,” and collectively with Bree and O’Dwyer, the “Offshore Fund Directors”).

This Schedule 13D is also being filed on behalf of Arthur Steinberg, Esq., solely in his capacity as the Receiver of the Wood River Entities, pursuant to the Order described in Item 4, and not in his individual capacity.

(b)

The business address of each Reporting Person, except the Offshore Fund and the Offshore Fund Directors is:

c/o Kaye Scholer LLP
425 Park Avenue
New York, New York 10022

The business address of the Offshore Fund is:

c/o Campbell’s Corporate Services
P.O. Box 268GT
Scotiabank Building, Georgetown
Grand Cayman, Cayman Islands

The business address of Bree and Seymour is:

P.O. Box 31910
Ansbacher House
George Town
Grand Cayman, Cayman Islands

The business address of O’Dwyer is:

26 Pembroke Street Upper
Dublin 2, Ireland

(c)

Present principal occupation or employment of the Reporting Persons and the name, principal business and address of any corporation or other organization in which such employment is conducted:

The Adviser was an investment adviser to the Offshore Fund and is the management company for the Partnership. The Partnership and the Offshore Fund were principally engaged in the business of making investments. The General Partner is the general partner of the Partnership. The business address of the Adviser, the Partnership, the Offshore Fund and the General Partner are set forth above.

Bree’s principal occupation is a Managing Director at dms Management Ltd., a company management firm, and his business address is set forth above.

O’Dwyer’s principal occupation is a Managing Director at Hainault Capital Limited, a business advisory company, and his business address is set forth above.

Page 8 of 17 Pages

Seymour’s principal occupation is a Managing Director at dms Management Ltd., a company management firm, and his business address is set forth above.

The Receiver’s principal occupation is an attorney and partner at Kaye Scholer LLP, a law firm, and his business address is set forth above.

(d), (e)

During the last five years, none of the Wood River Entities have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). The Wood River Entities (and their officers, agents, servants, attorneys, successors-in-interest and certain others) are presently defendants in a civil proceeding (the “Action”) in the United States District Court for the Southern District of New York as to which the Securities and Exchange Commission (the “Commission”) is the plaintiff and Mr. Whittier is also a defendant. The Action has resulted in the Wood River Entities (and their officers, agents, servants, attorneys, successors-in-interest and certain others) becoming subject to a preliminary injunction (pending entry of a final judgment) enjoining future violations of and prohibiting and mandating activities subject to, Federal securities laws. See Item 4 and the Order that is an Exhibit hereto. Specifically, the Wood River Entities are preliminarily enjoined from violating, directly or indirectly:

(1) . . . Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. Sec. 78j(b)] and Rule 10b-5 promulgated thereunder [17 C.F.R. Sec. 240.10b-5], by using any means or instrumentality of interstate commerce, or of the mails, or of any facility of any national securities exchange, in connection with the purchase or sale of any security: (a) to employ any device, scheme, or artifice to defraud; (b) to make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; or (c) to engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person;

(2) . . . Section 17(a) of the Securities Act of 1933 [15 U.S.C. Sec. 77q(a)], by, in the offer or sale of any security using any means or instruments of transportation or communication in interstate commerce or by use of the mails, directly or indirectly: (a) to employ any device, scheme, or artifice to defraud; (b) to obtain money or property by means of any untrue statement of a material fact or any omission of a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or (c) to engage in any transaction, practice, or course of business which operates or would operate as a fraud or deceit upon the purchaser;

(3) . . . Section 13(d) of the Exchange Act [15 U.S.C. Sec. 78m(d)] and Rules 13d-1 and 13d-2 thereunder [17 C.F.R. Sec. 240.13d-1 and 240.13d-2] by failing to: (a) within ten days of acquiring beneficial ownership of more than five percent of any equity security registered pursuant to Section 12 of the Exchange Act: (i) file a complete and accurate schedule 13D with the Commission; and (ii) send to the issuer of such security, and each exchange where such security is traded, a statement describing the purchases and other information; or (b) amend a Schedule 13D if there is any material change in the beneficial ownership position in the security noted therein, or any other facts set forth in a previously filed Schedule 13D; [and]

(4) . . . Section 16(a) of the Exchange Act [15 U.S.C. Sec. 78p(a)], and Rules 16a-2 and 16a-3 thereunder [17 C.F.R. Sec. 240.16a-2 and 240.16a-3], by failing to file timely with the Commission (and, if such security is registered on a national securities exchange, also with the exchange), as a direct or indirect beneficial owner of more than 10 percent of any class of any equity security (other than an exempted security) which is registered pursuant to Section 12 of the Exchange Act [15 U.S.C. Sec. 78l], or as a director or an officer of the issuer of such security: (a) at the time of the registration of such security on a national securities exchange or by the effective date of a registration statement filed

Page 9 of 17 Pages

pursuant to Section 12(g) of the Exchange Act [15 U.S.C. Sec. 78l(g)], or within ten days after becoming such a beneficial owner, director, or officer, a statement on Form 3 [17 C.F.R. Sec. 249.103], Initial Statement of Beneficial Ownership of Securities, of the amount of all equity securities of such issuer of which he is the beneficial owner; (b) within ten days after the close of each calendar month thereafter, if there has been a change in such ownership during such month, a statement on Form 4 [17 C.F.R. Sec. 249.104], Statement of Changes in Beneficial Ownership of Securities, indicating ownership at the close of the calendar month and such changes in ownership as have occurred during such calendar month; and (c) within forty-five days of the issuer’s year-end, a statement on Form 5 [17 C.F.R. Sec. 249.105], Annual Statement of Beneficial Ownership of Securities, disclosing, among other things, all holdings and transactions that should have been, but were not, reported on Forms 3, 4, or 5 during the most recent fiscal year.

In addition, the Adviser and the General Partner (and their officers, agents, servants, attorneys, successors-in-interest and certain others) are preliminarily enjoined (pending receipt of a final judgment) from:

by use of the mails or any means or instrumentality of interstate commerce: (1) employing any device, scheme, or artifice to defraud; and/or (2) engaging in any act, practice or course of business which would operate as a fraud or deceit upon any client or prospective client, in violation of Section 206(1) and (2) of the Investment Advisers Act of 1940 [15 U.S.C. Sec. 80b-6(1) and (2)].

During the last five years, none of the Receiver or any of the Offshore Fund Directors have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in any of them becoming subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

(f)

The Adviser is a Delaware entity.
The General Partner is a Delaware entity.
The Partnership is a Delaware entity.
The Offshore Fund is a Cayman Islands entity.
Bree is a citizen of the United States.
O’Dwyer is a citizen of Ireland.
Seymour is a citizen of the Cayman Islands.
The Receiver is a citizen of the United States.

Item 3. Source and Amount of Funds and Other Consideration.

See Item 4.

The Receiver may be deemed to share beneficial ownership of the shares of Common Stock reported herein due to being appointed the Receiver of the Wood River Entities pursuant to the Order. Notwithstanding anything herein to the contrary, the filing of this Schedule 13D on behalf of Receiver should not be construed as an admission that the Receiver is, and the Receiver disclaims that he is, the beneficial owner, as defined in Rule 13d-3 under the Exchange Act, of any of the securities covered by this Schedule 13D. The Wood River Entities held the shares of Common Stock reported herein. See Item 5.

Item 4. Purpose of Transaction.

The Existing Schedule 13D stated that the Wood River Entities acquired the Common Stock for investment purposes. The Reporting Persons acknowledge that this Schedule 13D is incomplete. See the

Page 10 of 17 Pages

Introduction hereof. Nonetheless, subject to the Introduction hereof, they have filed the Original Schedule 13D, the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment to avoid further delay in (i) correcting the amount of Common Stock that each of them currently believes it held as of October 24, 2005, based on additional information obtained by the Receiver (provided, however, that the allocation of shares of Common Stock held by the Wood River Entities as of October 24, 2005 among the Wood River Entities remains subject to further review and possible correction), (ii) reflecting the reduction of beneficial ownership of shares of Common Stock in connection with the settlement of the Options (as described and defined in Item 6 hereof), (iii) to reflect the entry by the Receiver on behalf of the Wood River Entities into a Settlement Agreement and a Registration Rights Agreement (as described and defined in Item 6 hereof), (iv) to reflect the entry by the Receiver and the Wood River Entities into the Amended and Restated Settlement Agreement, the Issuer Purchase Agreement, and the Investor Purchase Agreement (as described and defined in Item 6 hereof), and (v) to reflect the disposition of all the shares of Common Stock that were held by the Wood River Entities pursuant to the Amended and Restated Settlement Agreement, the Issuer Purchase Agreement, and the Investor Purchase Agreement.

Pursuant to an order of the United States District Court for the Southern District of New York (the “Court”), dated October 13, 2005, in connection with the action entitled Securities and Exchange Commission v. Wood River Capital Management, L.L.C., Wood River Associates, L.L.C., John Hunting Whittier, Wood River Partners, L.P. and Wood River Partners Offshore, Ltd. (the “Order”), Arthur Steinberg, Esq., was appointed as the Receiver of the Wood River Entities and granted the powers and authority described in the Order. Due to the powers and authority conveyed upon the Receiver by the Order, the Receiver may be deemed to share beneficial ownership of the shares of Common Stock reported herein. See Item 5.

Pursuant to Section 13 of the Order, the Receiver is authorized, empowered and directed to perform, among others, the following duties and responsibilities at all times with a view towards, first, locating, preserving and protecting all of the Wood River Entities’ assets, and second, maximizing returns to investors in the Wood River Entities: (i) locate and take immediate possession and control of all assets of every kind whatsoever and wherever located owned by, controlled by, belonging to, or traceable to the Wood River Entities, whether tangible, intangible, real, equitable, personal, realized, unrealized or otherwise (the “Assets”), and to hold, manage, and administer such Assets as is required to comply with and effectuate the directives of the Order; (ii) assume control of, and be named as authorized signatory for, all accounts at any bank, brokerage firm, or financial institution which has possession, custody or control of any Assets (the “Accounts”); (iii) manage, retain, sell and/or liquidate the Accounts as necessary and appropriate to comply with and effectuate the directives of the Order; (iv) take all reasonable and necessary actions to manage, maintain, and wind-down business operations of the Wood River Entities, including making legally required payments to creditors, employees and agents of the Wood River Entities; (v) communicate with vendors, investors, and others, as required to comply with and effectuate the purposes of the Order; (vi) make or authorize such payments and disbursements from the Assets, and incur, or authorize the incurrence of such expenses and make, or authorize the making of, such agreements as the Receiver deems reasonable and necessary in discharging the Receiver’s duties; and (vii) develop a plan with respect to the retention, liquidation, and/or distribution of all remaining Assets to investors in the Wood River Entities.

Accordingly, the Reporting Persons may from time-to-time (i) acquire additional shares of Common Stock (subject to availability at prices deemed favorable) in the open market, in privately negotiated transactions or otherwise, or (ii) dispose of shares of Common Stock at prices deemed favorable in the open market, in privately negotiated transactions or otherwise, in each case in accordance with applicable law.

A copy of the Order was attached to the Original Schedule 13D and is hereby incorporated herein by this reference.

As described in Item 6 below, the Issuer and the Receiver have entered into a Settlement Agreement pursuant to which the Issuer and the Receiver have entered into a Registration Rights Agreement (as defined in Item 6 below) with respect to the Common Stock held by the Wood River Entities. Pursuant to the Registration Rights Agreement, if the Receiver elects to undertake an underwritten or registered direct offering, the Receiver is required to use his reasonable best efforts to take all reasonable actions, including to provide information relating to himself, the Wood River Entities, and the Common Stock, that are necessary to effectuate an underwritten or registered direct offering under the Registration Rights Agreement.

Page 11 of 17 Pages

Pursuant to the Registration Rights Agreement, the Issuer is required to cause a registration statement on Form S-3 (the “Registration Statement”) relating to the Common Stock held by the Wood River Entities to be made effective and to take such action as is necessary to cause the Registration Statement to remain continuously effective for a period of one year from the date of effectiveness of the Registration Statement (subject to extension under certain circumstances). Pursuant to the Registration Rights Agreement, the Issuer and the Receiver are each further required to engage a national investment bank and the Issuer is required to cooperate with the Receiver in effecting either an underwritten offering or a registered direct offering, at the Receiver’s election, of the Common Stock held by the Wood River Entities. Each of these obligations of the Issuer pursuant to the Registration Rights Agreement will terminate upon the earlier of (i) the one year anniversary of the date of effectiveness of the Registration Statement and (ii) the date on which the Wood River Entities hold less than ten percent of the then-outstanding Common Stock of the Issuer. The Registration Statement was filed with the Commission on June 26, 2007 and declared effective by the Commission under the Securities Act of 1933, as amended (the “Securities Act”), on July 27, 2007.

Pursuant to the Amended and Restated Settlement Agreement, the Issuer Purchase Agreement and the Investor Purchase Agreement (each as defined and defined in Item 6 below), certain of the Wood River Entities have sold all of the shares of Common Stock held by the Wood River Entities, amended the Registration Rights Agreement to permit such sales and the Registration Rights Agreement has been terminated.

Except to the extent that the matters discussed in this Schedule 13D may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above. The Reporting Persons reserve the right to change their intentions with respect to all matters referred to in this Item 4.

Item 5. Interest in Securities of the Issuer.

(a) None of the Reporting Persons beneficially own any shares of Common Stock.

(b) None of the Reporting Persons have any power to vote, direct the vote, dispose of, or direct the disposition of any shares of Common Stock.

(c) On September 26, 2006, the settlement of the Options was completed by the Receiver, and the Partnership, the General Partner and the Receiver may no longer be deemed to be the beneficial owners of the 140,100 shares of Common Stock formerly covered thereby. See Item 6 for a description of the Options, the Settlement Agreement, the Registration Rights Agreement, the Amended and Restated Settlement Agreement, the Issuer Purchase Agreement and the Investor Purchase Agreement. Pursuant to the Amended and Restated Settlement Agreement, the Issuer Purchase Agreement and the Investor Purchase Agreement, the Wood River Entities as of December 24, 2007 have disposed of, in the aggregate, 4,102,247 shares of Common Stock.

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(d) As of May 17, 2007, the Receiver, on behalf of the Wood River Entities, entered into the Settlement Agreement with the Company. See Item 6.

See the Reporting Persons’ response to Item 4.

Arthur Steinberg, Esq. was appointed the Receiver for the Wood River Entities pursuant to the Order on October 13, 2005.

(e) On December 24, 2007, the date of the closing of the transactions contemplated by the Amended and Restated Settlement Agreement, the Issuer Purchase Agreement, and the Investor Purchase Agreement, the Reporting Persons ceased to be the beneficial owners of more than five percent of any class of securities of the Issuer.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The General Partner is the general partner of the Partnership pursuant to the Partnership’s agreement of limited partnership. The Adviser is the manager of the Offshore Fund pursuant to an investment advisory agreement. The agreement of limited partnership gives the General Partner the authority, among other things, to invest the funds of the Partnership in the Common Stock, to vote and dispose of Common Stock and to file this Schedule on behalf of the Partnership. The investment advisory agreement gives the Adviser the authority, among other things, to invest the funds of the Offshore Fund in the Common Stock, to vote and dispose of Common Stock and to file this Schedule 13D on behalf of the Offshore Fund. Pursuant to the Partnership’s agreement of limited partnership and the Adviser’s investment advisory agreement with the Offshore Fund, the General Partner and the Adviser are entitled to allocations based on assets under management and realized and unrealized gains from the Partnership and the Offshore Fund, respectively.

The General Partner and the Adviser are filing this Schedule 13D jointly with the other Reporting Persons, but not as a member of a group, within the meaning of Rule 13d-5(b) under the Exchange Act, except as hereinafter described, but each expressly disclaims membership in a group with any other person, other than (x) in the case of the General Partner, with the Partnership, and (y) in the case of the Adviser, the Offshore Fund. Each of the Receiver, the Partnership and the Offshore Fund is filing this Schedule 13D jointly with the other Reporting Persons, but not as a member of a group, and each expressly disclaims membership in a group (except as described above). In addition, the filing of this Schedule 13D on behalf of the Partnership or the Offshore Fund should not be construed as an admission that either of them is, and each of them disclaims that it is, the beneficial owner, as defined in Rule 13d-3 under the Exchange Act, of any of the securities covered by this Schedule 13D.

For a description of the Order see Item 4. The Order was attached as an Exhibit to the Original Schedule 13D and is incorporated herein by this reference.

On January 20, 2004, the Partnership entered into a Special Expiration Price Options Master Agreement (the “Options”) with CDC Securities, as agent for CDC Derivatives, Inc. (collectively, “CDCS”). The Options had a stated expiration date of October 11, 2006. Pursuant to the Options, the Partnership had the right to exercise one or more special expiration price options on the terms and conditions set forth therein. The Options provided the Partnership with the right to acquire various securities, including 140,100 shares of Common Stock. These 140,100 shares of Common Stock were included within the number and percentage of the shares of Common Stock that may be deemed to be beneficially owned by the Partnership, the General Partner and the Receiver in the Original Schedule 13D and the First Amendment. On September 26, 2006, the Receiver completed the settlement of the Options in a transaction with CDCS. As a consequence, the Partnership, the General Partner and the Receiver may no longer be deemed to be the beneficial owner of the 140,100 shares of Common Stock formerly covered by the Options and such shares are no longer included within the number and percentage of shares of Common Stock which may be deemed to be beneficially owned by the Partnership, the General Partner or the Receiver. See Item 7. The Options were attached as an Exhibit to the Second Amendment and are incorporated herein by this reference.

On May 17, 2007, the Receiver and the Issuer entered into a Settlement Agreement (the “Settlement Agreement”) in settlement of all claims by the Issuer against the Wood River Entities, including the

Page 13 of 17 Pages

claims asserted by the Issuer against the Wood River Entities pursuant to a claims procedure ordered by the Court in the Action. The Settlement Agreement was subject to approval of the Court and was approved by the Court on May 22, 2007.

Pursuant to the Settlement Agreement, upon the earliest of (i) the sale by the Wood River Entities of a number of shares of Common Stock such that after giving effect to the sale they hold in the aggregate less than 10% of the then-outstanding shares of Common Stock, (ii) the consummation of an underwritten offering or registered direct offering commenced pursuant to the Registration Rights Agreement pursuant to which the Receiver elects to sell a number of shares of Common Stock such that after the closing of the offering the Wood River Entities continue to own in the aggregate more than 10% of the then-outstanding shares of Common Stock or (iii) promptly after the Receiver’s termination of an underwritten offering or registered direct offering commenced pursuant to the Registration Rights Agreement, the Receiver will be required to pay the Issuer $425,000 for out-of-pocket expenses incurred by the Issuer arising out of the Wood River Entities’ accumulation of the Issuer’s Common Stock. This amount is payable in cash or, if mutually agreed by the Receiver and the Issuer, in Common Stock or a combination of cash and Common Stock. However, in the event the Receiver terminates an underwritten or registered direct offering commenced pursuant to the registration rights agreement prior to the time that the Wood River Entities hold in the aggregate less than 10% of the then-outstanding shares of Common Stock, the Wood River Entities may pay $425,000 in cash or, at the Receiver’s discretion, by delivering to the Issuer a number of shares of Common Stock determined by dividing $425,000 by the average closing price of Common Stock for the twenty trading days prior to such termination. The Settlement Agreement also includes mutual releases by both the Issuer and the Receiver that will become effective on the date the Wood River Entities have sold a number of shares of Common Stock such that after giving effect to the sale they hold in the aggregate less than 10% of the then-outstanding shares of Common Stock or, if the Issuer commences an underwritten offering or registered direct offering pursuant to the Registration Rights Agreement but the Receiver elects either (i) to sell a number of shares of Common Stock in that offering such that after the closing of the offering the Wood River Entities continue to own in the aggregate more than 10% of the then-outstanding shares of Common Stock or (ii) to terminate the offering, the date of the closing or termination of the offering.

In connection with the Settlement Agreement, the Receiver, on behalf of the Wood River Entities, and the Issuer also entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Issuer filed the Registration Statement with the Commission on June 26, 2007, and which was declared effective by the Commission under the Securities Act on July 27, 2007, and agreed to cooperate, at the Receiver’s request, with the Receiver in an underwritten or registered direct offering of the shares of Common Stock held by the Wood River Entities. The registration rights granted under the Registration Rights Agreement terminate upon the earlier of one year after the date of the effectiveness of the Registration Statement (subject to extension under certain circumstances) or the earliest date when the Wood River Entities hold in the aggregate less than 10% of the then-outstanding Common Stock of the Issuer. The Registration Rights Agreement provides that the Wood River Entities will pay all discounts and commissions or placement agent fees in connection with an offering pursuant to the Registration Rights Agreement. The Registration Rights Agreement further provides that the Wood River Entities will pay all other expenses incident to the Issuer’s performance of the Registration Rights Agreement, including so-called “road show” expenses, subject to a cap of $750,000 of expenses related to an underwritten offering or $550,000 of expenses related to a registered direct offering, in either case such expenses to be payable in cash or, if mutually agreed by the Receiver and the Issuer, in Common Stock or a combination of cash and Common Stock. In the event the Receiver were to withdraw an offering pursuant to the Registration Rights Agreement prior to the time that the Wood River Entities held in the aggregate less than 10% of the then-outstanding Common Stock, the Wood River Entities will pay within ten days the Issuer’s accrued expenses pursuant to the Registration Rights Agreement (subject to the applicable cap), in cash or, in the Receiver’s discretion, by a number of shares of Common Stock determined by reference to the average closing price of the Common Stock for the twenty days prior to such withdrawal. The Registration Rights Agreement provides that the Issuer will (i) prepare the draft Registration Statement on Form S-3 and the draft prospectus relating to the proposed resale of Common Stock included in the Registration Statement (the “Prospectus”), (ii) make the draft Registration Statement and draft Prospectus available to the Receiver and to underwriters or placement agents and their respective legal counsel, (iii) incorporate into the Registration Statement and Prospectus the comments reasonably proposed by the Receiver, underwriters or placement agents and their respective counsel, (iv) file the Registration Statement with the Commission, (v) cause the Registration Statement to be declared effective, (vi) once the Receiver requests an underwritten or registered direct offering, file the Prospectus with the Commission, (vii) file supplements to the

Page 14 of 17 Pages

Registration Statement or the Prospectus that are necessary to cause such Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made, not misleading, and (viii) use its reasonable best efforts to prevent a suspension order or to cause such suspension order to be withdrawn. The Issuer and the Receiver each agreed to engage national investment banks and to cooperate with each other and such investment banks in effecting either an underwritten offering or a registered direct offering, at the Receiver’s election, of the Common Stock held by the Wood River Entities. The Registration Rights Agreement provides that the Receiver will use his reasonable best efforts to take all reasonable actions, upon the Receiver’s election to undertake an underwritten offering or registered direct offering, to effectuate an underwritten or registered direct offering that is requested by the Issuer and any underwriters or placement agents engaged for such an offering. The Registration Rights Agreement further provides that the Receiver will furnish to the Issuer information regarding himself, the Wood River Entities and the Common Stock as is reasonably required to make and keep effective the Registration Statement. The Registration Rights Agreement and the Settlement Agreement were attached as Exhibits to the Third Amendment and are incorporated herein by this reference.

The Receiver and the Issuer have entered into an Amended and Restated Settlement Agreement, dated as of December 20, 2007 (the “Amended and Restated Settlement Agreement”), amending and restating the terms of the Settlement Agreement (which is filed as an Exhibit to the Fourth Amendment and is hereby incorporated herein by this reference). The Amended and Restated Settlement Agreement was subject to approval of the Court, which approval was received on December 20, 2007. Pursuant to the Amended and Restated Settlement Agreement, (i) the Receiver and the Issuer executed the Issuer Purchase Agreement (as described and defined below) and (ii) the Receiver reimbursed the Issuer $300,000 in respect of expenses incident to the Issuer’s performance of the Registration Rights Agreement, the Amended and Restated Settlement Agreement and the Issuer Purchase Agreement. Additionally, pursuant to the Amended and Restated Settlement Agreement (i) the Receiver, on behalf of the Wood River Entities, released all claims by the Wood River Entities against the Issuer and its affiliates and their respective officers, directors and employees and (ii) the Issuer released all claims by the Issuer against the Receiver, his affiliates and representatives and the Wood River Entities; each such release became effective as of December 24, 2007.

In connection with the Amended and Restated Settlement Agreement, the Partnership, the Offshore Fund and the Issuer, and for limited purposes, the Receiver, also entered into a Stock Purchase Agreement (the “Issuer Purchase Agreement,” which is filed as an exhibit to the Fourth Amendment and is incorporated herein by this reference), pursuant to which, among other things, the Issuer purchased an aggregate of 2,502,247 shares of Common Stock from the Partnership and the Offshore Fund for a purchase price of $6.83 per share. The Issuer Purchase Agreement contains customary representations and warranties of the parties thereto and was subject to the approval of the Court (which was received on December 20, 2007), the consummation of the sale of the remaining shares of Common Stock pursuant to the Investor Purchase Agreement (as described and defined below) and other customary closing conditions. The Issuer Purchase Agreement also amended the Registration Rights Agreement to permit the sales of Common Stock contemplated by the Issuer Purchase Agreement and the Investor Purchase Agreement and, effective upon the consummation of the transactions contemplated by the Issuer Purchase Agreement and the Investor Purchase Agreement, terminated the terms of the Registration Rights Agreement.

On December 21, 2007, Potomac Capital Partners LP, Potomac Capital International Ltd, Pleiades Investment Partners-R LP, EagleRock Institutional Partners, LP, EagleRock Master Fund, LP, Caiman Partners LP, and Slater Equity Partners LP (collectively, the “Investors”) and the Offshore Fund entered into a Purchase Agreement (the “Investor Purchase Agreement,” which is filed as an exhibit to the Fourth Amendment and is incorporated herein by this reference), pursuant to which, among other things, the Investors purchased 1,600,000 shares of Common Stock from the Offshore Fund for a purchase price of $6.83 per share, subject to the satisfaction of certain conditions (which conditions were all satisfied). The Investor Purchase Agreement contains customary representations and warranties of the parties thereto, was subject to the approval of the Court, the closing of the transactions contemplated by the Issuer Purchase Agreement and customary closing conditions (which conditions were all satisfied on December 24, 2007).

Page 15 of 17 Pages

Item 7. Material to be Filed as Exhibits.

(a) Joint Filing Agreement, dated December 26, 2007, among Wood River Capital Management, L.L.C., Wood River Associates, L.L.C., Wood River Partners, L.P., Wood River Partners Offshore, Ltd. and Arthur Steinberg, Esq.

(b) Order of the United States District Court for the Southern District of New York, dated October 13, 2005 incorporated by reference to Exhibit 1 to the Schedule 13D filed with the Securities and Exchange Commission by Wood River Capital Management, L.L.C., Wood River Associates, L.L.C., Wood River Partners, L.P., Wood River Partners Offshore, Ltd. and Arthur Steinberg, Esq., as Receiver, on October 24, 2005.

(c) Special Expiration Price Options Master Agreement, dated January 20, 2004, between Wood River Partners, L.P. and CDC Securities, as agent for CDC Derivatives, Inc. incorporated by reference to Exhibit 2 to the Amendment No. 2 to the Schedule 13D filed with the Securities and Exchange Commission by Wood River Capital Management, L.L.C., Wood River Associates, L.L.C., Wood River Partners, L.P., Wood River Partners Offshore, Ltd. and Arthur Steinberg, Esq. on September 26, 2006.

(d) Settlement Agreement, dated as of May 17, 2007, by and between Arthur Steinberg, as Receiver for Wood River Partners, L.P., Wood River Partners Offshore, Ltd., Wood River Capital Management, L.L.C., and Wood River Associates, L.L.C. and Endwave Corporation incorporated by reference to Exhibit 2 to the Amendment No. 3 to the Schedule 13D filed with the Securities and Exchange Commission by Wood River Capital Management, L.L.C., Wood River Associates, L.L.C., Wood River Partners, L.P., Wood River Partners Offshore, Ltd. and Arthur Steinberg, Esq. on May 24, 2007.

(e) Form of Registration Rights Agreement, between Arthur Steinberg, Esq., as Receiver for Wood River Capital Management, L.L.C., Wood River Associates, L.L.C., Wood River Partners, L.P. and Wood River Partners Offshore, Ltd., and Endwave Corporation incorporated by reference to Exhibit 3 to the Amendment No. 3 to the Schedule 13D filed with the Securities and Exchange Commission by Wood River Capital Management, L.L.C., Wood River Associates, L.L.C., Wood River Partners, L.P., Wood River Partners Offshore, Ltd. and Arthur Steinberg, Esq. on May 24, 2007.

(f) Amended and Restated Settlement Agreement, dated as of December 20, 2007, by and between Arthur Steinberg, as Receiver for Wood River Partners, L.P., Wood River Partners Offshore, Ltd., Wood River Capital Management, L.L.C., and Wood River Associates, L.L.C. and Endwave Corporation.

(g) Stock Purchase Agreement, dated as of December 21, 2007, by and among Wood River Partners, L.P. and Wood River Partners Offshore, Ltd., Endwave Corporation and, solely for purposes of Section 7.1 thereof, Arthur J. Steinberg, not individually but solely in his capacity as the Receiver of Wood River Partners, L.P., Wood River Partners Offshore, Ltd. and certain related parties.

(h) Purchase Agreement, dated as of December 21, 2007, by and among the Investors named therein and Wood River Partners Offshore, Ltd.

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SIGNATURE

Subject to the information set forth in the Introduction hereof, after reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Index to Exhibits

Exhibit

99.1			Joint Filing Agreement, dated December 26, 2007, among Wood River Capital Management, L.L.C., Wood River Associates, L.L.C., Wood River Partners, L.P., Wood River Partners Offshore, Ltd. and Arthur Steinberg, Esq.

99.2			Amended and Restated Settlement Agreement, dated as of December 20, 2007, by and between Arthur Steinberg, as Receiver for Wood River Partners, L.P., Wood River Partners Offshore, Ltd., Wood River Capital Management, L.L.C., and Wood River Associates, L.L.C. and Endwave Corporation.

99.3			Stock Purchase Agreement, dated as of December 21, 2007, by and among Wood River Partners, L.P. and Wood River Partners Offshore, Ltd., Endwave Corporation and, solely for purposes of Section 7.1 thereof, Arthur J. Steinberg, not individually but solely in his capacity as the Receiver of Wood River Partners, L.P., Wood River Partners Offshore, Ltd. and certain related parties

99.4			Purchase Agreement, dated as of December 21, 2007, by and among the Investors named therein and Wood River Partners Offshore, Ltd.

EX-99.1 2 y45273exv99w1.htm EX-99.1: JOINT FILING AGREEMENT EX-99.1

Exhibit 99.1

Pursuant to Rule 13d-1(k) (1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D (or any amendment thereof) need be filed on their behalf with respect to the beneficial ownership of any equity securities of Endwave Corporation or any subsequent acquisitions or dispositions of equity securities of Endwave Corporation by any of the undersigned.

Dated: December 26, 2007


		ARTHUR STEINBERG, ESQ., as the Receiver of Wood River Capital Management, L.L.C., Wood River Associates, L.L.C., Wood River Partners, L.P. and Wood River Partners Offshore, Ltd., to the extent contemplated by the Order dated October 13, 2005, entered in the Receivership case in the United States District Court for the Southern District of New York, and not in his individual capacity

		By:		/s/ Arthur Steinberg

		Name: Arthur Steinberg
		Title: Receiver

EX-99.2 3 y45273exv99w2.htm EX-99.2: AMENDED AND RESTATED SETTLEMENT AGREEMENT EX-99.2

Exhibit 99.2

EXECUTION COPY

Amended and Restated
Settlement Agreement by and between
Arthur Steinberg, as Court-Appointed Receiver
for the Wood River Entities, and Endwave Corporation

This Amended and Restated Settlement Agreement (this “Agreement”) is dated as of December 20, 2007, and is by and between (a) Arthur Steinberg, as court-appointed receiver (the “Receiver”) for Wood River Partners, L.P. (“Wood River Domestic”), Wood River Partners Offshore, Ltd. (“Wood River Offshore” and, together with Wood River Domestic, the “Wood River Funds”), Wood River Capital Management, L.L.C. (“Wood River Capital”), and Wood River Associates, L.L.C. (collectively, including the Wood River Funds and Wood River Capital, the “Wood River Entities”) and (b) Endwave Corporation (“Endwave”). This Agreement, subject to Sections 1(b) and 2(a), amends, restates and supersedes in its entirety that certain Settlement Agreement, dated as of May 17, 2007, by and between the Receiver and Endwave (the “Original Agreement”).

WHEREAS, on October 13, 2005, the United States Securities and Exchange Commission (the “Commission”) commenced an action (the “SEC Action”) against the Wood River Entities and John Hunting Whittier (“Whittier”) in the United States District Court for the Southern District of New York (the “Court”);

WHEREAS, in the SEC Action, the Commission alleged that Whittier and the Wood River Entities violated Sections 10(b), 13(d) and
16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and certain rules promulgated thereunder and Sections 206(1) and 206(2) of the Investment Advisers Act of 1940, as amended, by, among other things, acquiring beneficial ownership of a large percentage of the outstanding common stock of

Endwave without disclosing such beneficial ownership through required filings with the Commission, and by making misrepresentations and omissions of material facts concerning the Wood River Funds;

WHEREAS, also on October 13, 2005, the Commission filed an Application for Entry of an Order Granting a Preliminary Injunction, Freezing Assets, and Appointing a Receiver (the “Preliminary Injunction Application”) seeking, among other things, the appointment of a receiver;

WHEREAS, the Commission and Whittier, on consent of his counsel, agreed to, and the Court subsequently entered, a Stipulation And Order Granting Preliminary Injunction, Freezing Assets And Appointing Receiver (the “Preliminary Injunction Order”) granting the relief requested in the Preliminary Injunction Application and providing for the immediate appointment of the Receiver;

WHEREAS, beginning in at least 2004 and during the first nine months of 2005, at the direction of Whittier, the Wood River Funds purchased substantial quantities of Endwave common stock and continued to own a large number of such shares at the time of the commencement of the SEC Action;

WHEREAS, the 4,102,247 shares of Endwave common stock beneficially owned by the Wood River Funds (the “Endwave Shares”) constitute the largest asset of the Wood River Entities in receivership;

WHEREAS, on or about January 6, 2006, upon the application of the Receiver, the Court entered an order fixing February 28, 2006 as the last date for creditors and equity security holders to file proofs of claim and/or equity interest against any of the Wood River Entities (the “Bar Date”);

WHEREAS, prior to the Bar Date, on or about February 6, 2006, Endwave filed a proof of claim against each of the Wood River Entities in an unliquidated amount (the “Endwave Filed Claim”). By so doing, Endwave asserted a claim for disgorgement of presumed profits realized by any of the Wood River Entities pursuant to Section 16(b) of the Exchange Act (the “Section 16(b) Claim”) and for other damages to which Endwave asserted it may be entitled as a result of Whittier’s and the Wood River Entities’ accumulation of Endwave common stock allegedly in violation of the securities laws;

WHEREAS, after an exchange of documents and information, and after extensive good faith negotiations between the Receiver on behalf of the Wood River Entities and Endwave (each a “Party” and, collectively, the “Parties”), on May 17, 2007, the Parties agreed to resolve any and all claims the Parties have or may have against each other, including, without limitation, the Endwave Filed Claim, and to provide a mechanism for the ultimate disposition of the Endwave Shares, in accordance with the terms of the Original Agreement;

WHEREAS, in order to facilitate a disposition of the Endwave Shares in a mutually-agreed manner that was not contemplated by the Original Agreement, the Parties desire to amend and restate the Original Agreement as set forth in this Agreement.

NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto agree as follows:

1. (a) The Parties acknowledge that this Agreement is subject to approval of the Court. The Receiver shall apply to the Court for an order authorizing and approving this Agreement in the form annexed hereto as Exhibit “A,” or in such other form as the Parties hereto may mutually agree (the “Approval Order”). The Receiver shall use his reasonable best efforts

to obtain the Approval Order and, if requested by the Receiver, Endwave shall file a joinder to the Receiver’s application for the Approval Order.

(b) This Agreement shall become effective (such date, the “Effective Date”) at the time the Approval Order is executed by the Court. If the Effective Date does not occur before January 4, 2008 (unless extended in writing by the Parties), or if the Approval Order is reversed or vacated on appeal, then this Agreement shall be null and void, the Parties shall be restored to the status quo ante (and the Original Agreement and the related Registration Rights Agreement (as defined herein) shall be automatically reinstated in their entirety, remain in full force and effect and shall not be affected hereby), and nothing herein shall be deemed an admission by any Party hereto. If the Approval Order is executed by the Court but its effectiveness is thereafter stayed by a court of competent jurisdiction (a “Stay”), then the effectiveness of this Agreement and the Parties’ obligations hereunder shall be stayed until such Stay is vacated (and the Original Agreement and the related Registration Rights Agreement shall be automatically reinstated in their entirety, remain in full force and effect and shall not be affected hereby during the period of the Stay).

2. (a) Within one business day after the later of the Effective Date and the filing with the Commission of the Form 8-K described in Section 2(b), Endwave and the Receiver shall execute and deliver a stock purchase agreement in the form annexed hereto as Exhibit “B,” or in such other form as the Parties hereto may mutually agree (the “Stock Purchase Agreement”) providing for Endwave’s purchase of 2,502,247 of the Endwave Shares on the terms and subject to the conditions set forth therein. The Stock Purchase Agreement shall include an amendment to that certain Registration Rights Agreement, dated as of May 17, 2007, between the Receiver and Endwave (the “Registration Rights Agreement”) permitting, among

other things, (i) the purchase of shares contemplated by the Stock Purchase Agreement and the sale of the balance of the Endwave Shares by the Wood River Funds to the Permitted Investors (as defined in the Stock Purchase Agreement) (the “Investor Purchase”) and (ii) the termination of the Registration Rights Agreement immediately following the later of the closing of the purchase of Endwave Shares pursuant to the Stock Purchase Agreement and the Investor Purchase. The Stock Purchase Agreement and Registration Rights Agreement are incorporated as if set forth in this Agreement in their entirety. If the Stock Purchase Agreement is terminated prior to the consummation of the transactions contemplated thereby, this Agreement shall become null and void as of the date of such termination and the Parties shall be restored to the status quo ante (and the Original Agreement and the related Registration Rights Agreement shall be automatically reinstated in their entirety, remain in full force and effect and shall not be affected hereby).

(b) Within one business day after the execution and delivery of this Agreement by the Parties, Endwave shall file with the Commission a current report on Form 8-K in form and substance reasonably acceptable to the Receiver (i) amending the plan of distribution set forth in the registration statement (SEC File No. 333-144054) to permit the Investor Purchase and (ii) announcing the execution and delivery of this Agreement and disclosing its material terms as required by said form, which disclosure shall include the material terms of the Stock Purchase Agreement. Endwave agrees not to, without the consent of the Receiver, modify or amend the language contained in such Form 8-K or in such registration statement until after the earlier of the termination of the Stock Purchase Agreement and the Closing.

3. On the terms and subject to the conditions set forth in the Stock Purchase Agreement, the Receiver shall (pay to Endwave the reasonable and documented expenses

incurred by Endwave relating to the transactions contemplated by the Registration Rights Agreement, this Agreement and the Stock Purchase Agreement, including legal fees, accounting fees, printing fees and financial advisory fees up to a maximum of $300,000 (all of the foregoing amounts collectively, the “Offering or Placement Expenses”). The Offering or Placement Expenses shall be paid by the Receiver at the closing of the purchase of the Endwave Shares pursuant to the Stock Purchase Agreement (the “Closing”). The Offering or Placement Expenses shall be paid in cash.

4. Intentionally Omitted.

5. Effective at the time of the Closing, by operation of this Section (for the avoidance of doubt, without the need for any further steps or actions to be taken by any party), the Receiver, on behalf of the Wood River Entities, hereby releases Endwave and each of its affiliates, and the officers, directors and employees of each of them (collectively, “Endwave Parties”), and Endwave’s counsel, advisors and representatives, from any and all claims, actions, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, liabilities, expenses and demands whatsoever, at law or in equity, whether contingent or matured, liquidated or unliquidated, known or unknown, direct or derivative (“Claims”), including, without limitation, any and all Claims that the Receiver and/or the Wood River Entities ever had, now have or hereafter can, shall or may have, relating to Endwave, the circumstances giving rise to the SEC Action and the Endwave Filed Claim from the beginning of time until the time of the Closing; provided however, that nothing herein shall release the Endwave Parties from any of their obligations under the terms of this Agreement, the Stock Purchase Agreement, or the Registration Rights Agreement.

6. Effective at the time of the Closing, by operation of this Section (for the avoidance of doubt, without the need for any further steps or actions to be taken by any party), the Endwave Parties hereby release the Receiver and each of his affiliates, counsel, advisors and representatives and the Wood River Entities from any and all Claims, including, without limitation, any and all Claims that any of the Endwave Parties ever had, now have or hereafter can, shall or may have, relating to the Wood River Entities, the circumstances giving rise to the SEC Action and the Endwave Filed Claim from the beginning of time until the time of the Closing; provided however, that nothing herein shall release the Receiver and the Wood River Entities from any of their obligations under the terms of this Agreement, the Stock Purchase Agreement or the Registration Rights Agreement.

7. Endwave and the Receiver each understand that this Agreement includes a release of all unknown and unsuspected claims and acknowledge that it or he has read and understands Section 1542 of the California Civil Code, which states:

A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

Endwave and the Receiver hereby waive, effective at the time of the Closing, on their own behalf and, in the case of the Receiver, on behalf of the Wood River Entities, all rights and benefits under Section 1542 of the California Civil Code and any other similar law with regard to this Agreement, including the release of unknown and unsuspected claims contained herein.

8. To more fully effectuate the release contained in paragraph 6 above, within three business days of its receipt of the Offering or Placement Expenses, Endwave shall withdraw with prejudice the Endwave Filed Claim.

9. The Parties hereto represent and warrant that they are fully authorized to enter into and perform under this Agreement, on behalf of themselves (and, in the case of the Receiver, the Wood River Entities), without any further or other consent or authorization from any person or entity, except with respect to the Receiver, whose authority to perform this Agreement is subject to execution by the Court of the Approval Order.

10. This Agreement may not be modified, amended or waived except in writing by the Party against whom such modification, amendment or waiver is sought to be enforced.

11. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of New York without regard to the conflicts of law rules thereof. The Court shall have exclusive jurisdiction over all matters related to this Agreement, including, among other things, for the purpose of ensuring that the Offering or Placement Expenses referred to in paragraph 3 above are not subject to disgorgement for any reason.

12. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and assigns.

13. This Agreement (together with the related Stock Purchase Agreement and Registration Rights Agreement) constitutes the sole and entire agreement and understanding of the Parties hereto with respect to the subject matter of this Agreement (and such related Stock Purchase Agreement and Registration Rights Agreement) and, subject to Sections 1(b) and 2(a), supersedes all prior agreements, whether written or oral, with respect hereto. Subject to Sections 1(b) and 2(a), all prior discussions, agreements and understandings of every kind and nature among the Parties with respect thereto are merged into and superseded by this Agreement.

14. This Agreement may be executed by facsimile and in any number of counterparts, each of which when so executed shall be deemed an original, but all such counterparts shall constitute but one and the same Agreement.

15. It is expressly understood and agreed by the Parties hereto that (i) this Agreement is executed and delivered by the Receiver, not individually or personally but solely in his capacity as Receiver for the Wood River Entities, in the exercise of the powers and authority conferred and vested in him under the Preliminary Injunction Order; (ii) each of the representations, undertakings, and agreements made herein on the part of the Receiver is made and intended not as personal representations, undertakings and agreements by the Receiver but is made and intended for the purpose of binding only the Receiver in his capacity as Receiver for the Wood River Entities; and (iii) under no circumstances shall the Receiver be personally liable for the payment of any indebtedness or expenses of the Wood River Entities or be liable for the breach or failure of any obligation, representation, warranty, or covenant made or undertaken by the Wood River Entities under this Agreement.

16. All notices, requests and other communications provided in connection with this Agreement, whether or not required, shall be in writing, shall be delivered by hand, by first-class mail or overnight courier, shall be deemed given when received (whether or not accepted) or, in the case of a mailing, upon deposit with the U.S. Mail, and shall be addressed as set forth below or to such other persons or addresses as may designated by the Parties in writing from time to time.


Notice to the Receiver:		Notice to Endwave:
Arthur Steinberg, Esq.		Mr. Edward A. Keible
Phillip A. Geraci, Esq.		President and Chief Executive Officer
Rory A. Greiss, Esq.		Endwave Corporation
Steven G. Canner, Esq.		130 Baytech Drive
Kaye Scholer LLP		San Jose, California 95134


425 Park Avenue		Telephone: (408) 522-3100
New York, New York 10022-3598		Facsimile: (408) 522-3197
Telephone: (212) 836-8000
Facsimile: (212) 836-8689		with a copy to:

		Jodie M. Bourdet, Esq.
		Robert L. Eisenbach III, Esq.
		Cooley Godward Kronish LLP
		101 California Street, 5^th Floor
		San Francisco, California 94111
		Telephone: (415) 693-2000
		Facsimile: (415) 693-2222

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written.


ARTHUR STEINBERG, AS RECEIVER		ENDWAVE CORPORATION
FOR THE WOOD RIVER ENTITIES

By:	/s/ Arthur Steinberg	By:	/s/ Edward A. Keible

Arthur Steinberg, not individually but solely		Mr. Edward A. Keible
as the Receiver for the Wood River Entities		President and Chief Executive Officer
c/o Kaye Scholer LLP		Endwave Corporation
425 Park Avenue		130 Baytech Drive
New York, New York 10022-3598		San Jose, California 95134
Telephone: (212) 836-8000		Telephone: (408) 522-3120
Facsimile: (212) 836-8689		Facsimile: (408) 522-3197

EXHIBIT “A”

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK


	x
SECURITIES AND EXCHANGE COMMISSION	x
	:
Plaintiff,	:
-against-	: :	Civil Action No. 05-CV-8713 (NRB)
WOOD RIVER CAPITAL MANAGEMENT, L.L.C.,	:
WOOD RIVER ASSOCIATES, L.L.C., JOHN	:
HUNTING WHITTIER, WOOD RIVER PARTNERS,	:	ECF Case
L.P., and WOOD RIVER PARTNERS OFFSHORE,	:
LTD.,	:
	:
Defendants.	x
	x

Order Authorizing and Approving
Amended and Restated Settlement
Agreement by and between Arthur Steinberg, as
Court-Appointed Receiver for the Wood River Entities,
and Endwave Corporation and the Sale of the Remaining Shares

Arthur Steinberg, as court-appointed receiver (the “Receiver”) for Wood River Partners, L.P., Wood River Partners Offshore, Ltd., Wood River Capital Management, L.L.C., and Wood River Associates, L.L.C. (collectively, the “Wood River Entities”), having presented to the Court for approval a certain Amended and Restated Settlement Agreement with Endwave Corporation (“Endwave”), dated as of December 20, 2007 (the “Settlement Agreement”) (a copy of which is annexed hereto as Exhibit “A”); and the Court having considered the Settlement Agreement and any and all pleadings filed herein; and after due deliberation and sufficient cause appearing therefor; it is

ORDERED, that the Settlement Agreement is approved and ratified in all respects; and it is further

ORDERED, that the Receiver is authorized to execute and deliver the Settlement Agreement, and to take any and all actions required to consummate the transactions contemplated thereby; and it is further

ORDERED, that the Receiver is authorized to execute and deliver the stock purchase agreement (“Stock Purchase Agreement”) among the Wood River Entities and Endwave and, for the limited purposes stated therein, the Receiver, and to take any and all actions required to consummate the transactions contemplated thereby, including the sale of the shares of Endwave common stock covered thereby for a purchase price of $6.83 per share; and it is further

ORDERED, that the Receiver is authorized to enter into such other underwriting, placement, ancillary and/or additional agreements with any third party that are necessary or appropriate for the purpose of selling the Wood River Entities’ Remaining Shares (as defined in the Stock Purchase Agreement) to third-party investors, including, but not limited to, the sale of the Remaining Shares for a purchase price of $6.83 per share and to pay such necessary fees and expenses related to such sales; and it is further

ORDERED, that nothing set forth in this Order, the Settlement Agreement, Stock Purchase Agreement or any other agreement respecting the purchase and sale of the Wood River Entities’ Endwave common stock is intended to or shall in any way alter or modify either the Preliminary Injunction Order or the obligations of the parties to comply with all legal requirements, including all applicable securities laws, rules and regulations; and it is further

ORDERED, that this Court shall retain exclusive jurisdiction with respect to all matters related to or arising out of the Settlement Agreement, Stock Purchase Agreement, the Registration Rights Agreement, any other agreement respecting the purchase and sale of the Wood River Entities’ Endwave common stock or this Order.


Dated:	New York, New York
	December ___, 2007

		Naomi Reice Buchwald
		United States District Judge

EXHIBIT “B”

EX-99.3 4 y45273exv99w3.htm EX-99.3: STOCK PURCHASE AGREEMENT EX-99.3

Exhibit 99.3

EXECUTION COPY

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”), dated as of December 21, 2007, is made by and among Wood River Partners, L.P. and Wood River Partners Offshore, Ltd. (the “Wood River Entities”), Endwave Corporation (the “Company”) and, solely for purposes of Section 7.1 hereof, Arthur J. Steinberg, not individually but solely in his capacity as the Receiver of the Wood River Entities and certain related parties (the “Receiver”).

Recitals

A. The Wood River Entities currently beneficially own 4,102,247 shares of Endwave Common Stock.

B. The Company desires to purchase 2,502,247 of such shares (the “Shares”) from the Wood River Entities on the terms and subject to the conditions set forth in this Agreement.

C. The Wood River Entities desire to sell the Shares to the Company on the terms and subject to the conditions set forth in this Agreement.

D. The Company and the Receiver have entered into an Amended and Restated Settlement Agreement, dated as of December 20, 2007 (the “Settlement Agreement”) and a Registration Rights Agreement, dated as of May 17, 2007 (as amended by this Agreement, the “Registration Rights Agreement”).

E. Pursuant to the Settlement Agreement, the Wood River Entities and the Company (collectively, the “Parties”) and the Receiver (for the limited purposes stated above) have agreed to enter into this Agreement.

Agreement

In consideration of the foregoing and the covenants and agreements contained, in this Agreement, the Settlement Agreement and the Registration Rights Agreement, and intending to be legally bound hereby, the Parties hereby agree as follows:

1. Agreement To Sell And Purchase.

On the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined) the Company shall purchase from Wood River Partners, L.P. 1,980,071 Shares and from Wood River Partners Offshore, Ltd. 522,176 Shares for a purchase price per Share in cash equal to the lower of (a) $6.83 and (b) the lowest price per share, before any deductions of commissions, fees or expenses, paid by purchasers of the remaining 1,600,000 shares of Endwave Common Stock beneficially owned by the Wood River Partners Offshore, Ltd. (the “Remaining Shares”) in the transactions contemplated by Section 5.1(d). On the terms

and subject to the conditions set forth in this Agreement, the Wood River Entities shall sell such Shares to the Company in exchange for such purchase price.

2. Closing, Delivery And Payment.

2.1 Closing. The closing of the sale and purchase of the Shares under this Agreement (the “Closing”) shall take place at 10:00 a.m. Eastern Standard Time on the business day following satisfaction (or waiver) of all of the conditions to Closing (other than those that by their nature will be satisfied at the Closing) set forth in Section 5, at the offices of Cooley Godward Kronish llp, 101 California Street, Fifth Floor, San Francisco, California 94111 or at such other time or place as the Company and the Receiver may mutually agree (such date is hereinafter referred to as the “Closing Date”).

2.2 Delivery. At the Closing,

(a) the Wood River Entities will deliver the Shares to ComputerShare Trust Co., N.A., the transfer agent for the Company’s common stock, by causing the Shares to be transferred to the Company by book-entry;

(b) the Company shall make payment of the purchase price for the Shares to the Wood River Entities by wire transfer of immediately available funds to the account(s) specified in writing by the Receiver to the Company; and

(c) the Receiver, on behalf of the Wood River Entities, shall make the payment to the Company that are required to be made at the Closing pursuant to the Settlement Agreement.

3. Representations And Warranties Of The Company.

The Company hereby represents and warrants to the Wood River Entities as follows:

3.1 Requisite Power and Authority. The Company is duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has all necessary power and authority to execute and deliver this Agreement and the Settlement Agreement and to carry out their provisions. All action on the Company’s part required for the lawful execution and delivery of this Agreement and the Settlement Agreement has been taken. Upon their execution and delivery, this Agreement and the Settlement Agreement will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and (b) as limited by general principles of equity that restrict the availability of equitable remedies. The execution and delivery by the Company of this Agreement and the Settlement Agreement, and the consummation by the Company of the transactions contemplated hereunder and thereunder, will not, with or without the giving of notice or the passage of time or both violate the provisions of any constitution, law, ordinance, principle of common law, regulation, statute or treaty (“Legal Requirement”) of any foreign, federal, state, local or other governmental authority or regulatory body or any court or other tribunal (“Governmental Body”).

3.2 No Consent Required. No consent, authorization, approval, order, license, certificate or permit or act of or from, or declaration or filing with, any Governmental Body or any party to any contract, agreement, instrument, lease or license to which the Company or any of its subsidiaries is a party, is required for the execution, delivery or performance by the Company of this Agreement or any of the other agreements, instruments and documents being or to be executed and delivered hereunder or in connection herewith or for the Company to consummate the transactions contemplated hereby.

4. Representations And Warranties Of The Receiver.

The Receiver, on behalf of the Wood River Entities, hereby represents and warrants to the Company as follows:

4.1 Requisite Power and Authority. The Wood River Entities have all necessary power and authority to execute and deliver this Agreement and the Settlement Agreement and to carry out their provisions. All action on the Receiver’s and the Wood River Entities’ part required for the lawful execution and delivery of this Agreement and the Settlement Agreement has been taken. Upon their execution and delivery, this Agreement and the Settlement Agreement will be valid and binding obligations of the Receiver (solely in his capacity as such to the extent provided herein and therein) and the Wood River Entities, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and (b) as limited by general principles of equity that restrict the availability of equitable remedies. The execution and delivery by Wood River Entities of this Agreement and the Settlement Agreement, and the consummation by the Wood River Entities of the transactions contemplated hereunder and thereunder, will not, with or without the giving of notice or the passage of time or both violate the provisions of any Legal Requirement of any Governmental Body,

4.2 Ownership of Shares. The Wood River Entities have good and marketable right, title and interest (legal and beneficial) in and to all of the Shares. Upon payment for the Shares in accordance with this Agreement, the Wood River Entities will convey the Shares to the Company free and clear of all liens, pledges, security interests, charges, contractual obligations, claims or encumbrances of any kind (other than those that may be created by the Company).

4.3 Compliance with Other Instruments. Neither the execution and delivery of this Agreement nor, the consummation of any of the transactions contemplated hereby nor compliance with or fulfillment of the terms, conditions and provisions hereof will result in the creation of any mortgage, pledge, lien, security interest, encumbrance, contractual obligation or charge upon the Shares (other than those created by the Company). Neither the Wood River Entities nor the Receiver has granted any options of any sort with respect to the Shares or any right to acquire the Shares or any interest therein other than under this Agreement.

4.4 No Consent Required. Other than the Approval Order (as defined below), no consent, authorization, approval, order, license, certificate or permit or act of or from, or declaration or filing with, any Governmental Body or any party to any contract, agreement,

instrument, lease or license to which the Receiver or any of the Wood River Entities is a party, is required for the execution, delivery or performance by the Wood River Entities of this Agreement or any of the other agreements, instruments and documents being or to be executed and delivered hereunder or in connection herewith or for the Wood River Entities to consummate the transactions contemplated hereby.

4.5 Disclosure of Information. The Receiver has received all the information he, with the advice of his financial advisors, considers necessary or appropriate for deciding whether the Wood River Entities should sell the Shares to the Company pursuant to this Agreement. Without limiting the generality of the foregoing, the Receiver has read the Company’s annual report on Form 10-K for the year ended December 31, 2006, the Company’s quarterly reports on Form 10-Q and current reports on Form 8-K filed with the Securities and Exchange Commission since January 1, 2007 and the Company’s proxy statement for its 2007 annual meeting of stockholders. The Receiver acknowledges (i) that neither the Company, nor any of the Company’s Related Parties (as defined below), has made any representation or warranty, express or implied, except as set forth herein or in the Settlement Agreement, regarding any aspect of the sale and purchase of the Shares, the operation or financial condition of the Company or the value of the Shares, (ii) that the Receiver is not relying upon the Company or any of the Company’s Related Parties in making its decision to sell the Shares to the Company pursuant to this Agreement, (iii) that the Company is relying upon the truth of the representations and warranties in this Section 4 in connection with its purchase of the Shares hereunder. For purposes of this Agreement, “Related Parties” shall mean the Company’s current and former directors, officers, partners, employees, attorneys, agents, successors, assigns, current and former stockholders (including current and former limited partners, general partners and management companies), owners, representatives, predecessors, parents, affiliates, associates and subsidiaries.

4.6 Continuing Rights. After the Closing, the Wood River Entities shall have no rights with respect to the Shares, as stockholders of the Company or otherwise, with respect to any future sale, acquisition, merger, liquidation, dissolution or other corporate event regarding the Company or its assets (any of the foregoing, a “Corporate Event”). The Receiver expressly acknowledges that any such Corporate Event may result in the payment by the Company or a third party of assets, funds or other proceeds to the Company’s stockholders in a manner such that the value attributed to the Company’s capital stock in such Corporate Event (either in an aggregate amount or on a per share basis) may be greater than the purchase price paid pursuant to in this Agreement.

4.7 Tax Consequences. The Receiver has had an opportunity to review the federal, state and local tax consequences of the sale of the Shares to the Company and the transactions contemplated by this Agreement with his own tax advisors. The Receiver is relying solely on such advisors for tax advice and not on any statements or representations of the Company or any of its respective Related Parties. The Receiver understands that the Wood River Entities (and not the Company) shall be responsible for their own respective tax liabilities that may arise as a result of the transactions contemplated by this Agreement.

5. Conditions To Closing.

5.1 Conditions to the Company’s Obligations at the Closing. The Company’s obligation to purchase the Shares at the Closing is subject to the satisfaction, at or prior to the Closing Date, of the following conditions (any one or more of which may be waived in the Company’s sole discretion):

(a) Representations and Warranties True; Performance of Obligations. The representations and warranties made by Wood River Entities in Section 4 hereof shall be true and correct as of the Closing Date with the same force and effect as if they had been made as of the Closing Date. The Wood River Entities shall have performed all of their obligations under this Agreement that are required to be performed prior to the Closing.

(b) No Injunction. There shall not be in effect any injunction or restraining order rendered by any court of competent jurisdiction that prohibits the consummation of the transactions contemplated by this Agreement.

(c) Approval Order. The order issued by the United States District Court for the Southern District of New York approving the transactions contemplated by this Agreement and the Settlement Agreement (the “Approval Order”) shall be in full force and effect.

(d) Sale of Remaining Shares. The Wood River Entities shall have sold all of the Remaining Shares to the investors named on Exhibit A (or to investment funds affiliated with any such investor and under common management with any such investor) (the “Permitted Investors”), provided that each such Permitted Investor that purchases Remaining Shares represents and warrants to the Wood River Entities in writing that as of the time of the closing of such purchase of a portion of the Remaining Shares, it does not have and does not intend to obtain “beneficial ownership” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of any shares of Company capital stock held of record or beneficially owned by the other purchasers of the Remaining Shares (other than the Remaining Shares purchased by it or by investment funds that are its affiliates and under common management with it). The Receiver shall have provided copies of such written representations to the Company prior to the Closing.

5.2 Conditions to Obligations of the Wood River Entities. The Wood River Entities’ obligations to sell the Shares at the Closing are subject to the satisfaction, on or prior to the Closing, of the following conditions (any one or more of which may be waived in the Wood River Entities’ sole discretion):

(a) Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct as of the Closing Date with the same force and effect as if they had been made as of the Closing Date. The Company shall have performed all of its obligations under this Agreement that are required to be performed prior to the Closing.

(c) Approval Order. The Approval Order shall be in full force and effect.

(d) Sale of Remaining Shares. The Wood River Entities shall have sold all of the Remaining Shares to the Permitted Investors, provided that each such Permitted Investor that purchases Remaining Shares represents and warrants to the Wood River Entities in writing that as of the time of the closing of such purchase of a portion of the Remaining Shares, it does not have and does not intend to obtain “beneficial ownership” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of any shares of Company capital stock held of record or beneficially owned by the other purchasers of the Remaining Shares (other than the Remaining Shares purchased by it or by investment funds that are its affiliates and under common management with it).

(e) Form 8-K. The Company shall, prior to the signing of this Agreement, have filed with the Securities and Exchange Commission the current report on Form 8-K contemplated by Section 2(b) of the Settlement Agreement.

6. Termination

6.1 Termination Events. This Agreement may be terminated prior to the Closing:

(a) by the Company if the Closing has not taken place on or before January 4, 2008 (other than as a result of any failure on the part of the Company to comply with or perform its covenants and obligations under this Agreement or the Settlement Agreement);

(b) by the Wood River Entities if the Closing has not taken place on or before January 4, 2008 (other than as a result of the failure on the part of the Wood River Entities to comply with or perform any covenant or obligation set forth in this Agreement or the Settlement Agreement); or

(c) by the mutual consent of the Company and the Receiver.

6.2 Termination Procedures. If the Company wishes to terminate this Agreement pursuant to Section 6.1(a), the Company shall deliver to the Receiver a written notice stating that the Company is terminating this Agreement and setting forth a brief description of the basis on which the Company is terminating this Agreement. If the Wood River Entities wish to terminate this Agreement pursuant to Section 6.1(b), the Wood River Entities shall deliver to the Company a written notice stating that the Wood River Entities are terminating this Agreement and setting forth a brief description of the basis on which they are terminating this Agreement.

6.3 Effect of Termination. If this Agreement is terminated pursuant to Section 6.1, all further obligations of the parties under this Agreement shall terminate.

6.4 Nonexclusivity of Termination Rights. The termination rights provided in Section 6.1 shall not be deemed to be exclusive. Accordingly, the exercise by any party of its right to terminate this Agreement pursuant to Section 6.1 shall not be deemed to be an election of remedies and shall not be deemed to prejudice, or to constitute or operate as a waiver of, any other right or remedy that such party may be entitled to exercise (whether under this Agreement, under any other contract, under any statute, rule or other legal requirement, at common law, in equity or otherwise).

7. Miscellaneous.

7.1 Amendment of Registration Rights Agreement. The first sentence of Section 8.1 of the Registration Rights Agreement is hereby amended and restated to read as follows: “The Receiver and the Wood River Entities shall not sell, distribute or otherwise dispose of any of the WR Common Stock until the consummation of an Underwritten Offering or a Registered Direct Offering resulting in the sale of at least the Minimum Number of shares of WR Common Stock; provided, however, that this restriction shall not apply to (i) public resales of WR Common Stock pursuant to Rule 144 under the Securities Act of 1933, as amended, (ii) to any transfer by any Wood River Entity to another Wood River Entity or (iii) to the sales of WR Common Stock to the Company contemplated by that certain Stock Purchase Agreement, dated as of December [___], 2007, by and between the Company, certain Wood River Entities, and for limited purposes, the Receiver (the “Endwave Stock Purchase Agreement”) or (iv) to the sales of WR Common Stock by the Wood River Entities to the Permitted Investors (as such term is defined in the Endwave Stock Purchase Agreement).” Furthermore, the Receiver and the Company agree that, notwithstanding anything to the contrary set forth in the Registration Rights Agreement, the Wood River Entities (as defined in the Registration Rights Agreement) shall not have any obligation to pay any amounts contemplated by Section 5.3 of the Registration Rights Agreement. Immediately following the Closing, the Registration Rights Agreement shall terminate in its entirety and such agreement and all rights and obligations thereunder shall be of no further force and effect.

7.2 Notices. All notices and other communications in connection with this Agreement shall be in writing and shall be deemed given by (and shall be deemed to have been duly given) as follows: (i) at the time delivered by hand, if delivered personally; (ii) when sent via facsimile (with confirmation); (iii) five Business Days (as defined in the Registration Rights Agreement) after being deposited in the mail, if sent postage prepaid, by registered or certified mail (return receipt requested); or (iv) on the next Business Day, if timely delivered to an express courier guaranteeing overnight delivery (with confirmation). Notices shall be directed to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(a) If to the Company:

Endwave Corporation
130 Baytech Drive
San Jose, California 95134
Attn: Chief Financial Officer
Facsimile: (408) 522-3102

with a copy to:

Jodie M. Bourdet, Esq.
Cooley Godward Kronish LLP
101 California Street, 5^th floor
San Francisco, California 94111
Facsimile: (415) 693-2222

(b) If to the Receiver or the Wood River Entities:

Arthur J. Steinberg, Esq.
Kaye Scholer LLP
425 Park Avenue
New York, New York 10022
Facsimile: (212) 836-8689

with a copy to:

Phillip A. Geraci, Esq.
Kaye Scholer LLP
425 Park Avenue
New York, New York 10022
Facsimile: (212) 836-8689

7.3 Survival. The representations, warranties, covenants and agreements made herein shall survive any investigation made by the Wood River Entities or the Company and the Closing.

7.4 Severability. If any provision of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity and enforceability of the remaining provisions of this Agreement.

7.5 Successors and Assigns. No party may assign any of its rights or obligations under this Agreement without the prior written consent to the other parties. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any person or entity other than the parties to this Agreement (and their permitted successors and assigns) any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement, except that the Receiver is an intended third-party beneficiary of this Agreement and is entitled to enforce the same as if he were fully a party hereto with respect to all of the provisions hereof. Except as provided in the prior sentence, this Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and permitted assigns. Any attempted assignment in violation of this Agreement shall be null and void ab initio.

7.6 Entire Agreement. This Agreement (including the documents and instruments referred to in this Agreement) constitutes the entire agreement of the parties and

supersedes all prior agreements and understandings, whether written or oral, between the parties with respect to the subject matter of this Agreement.

7.7 Waivers and Amendments. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions of this Agreement may be waived, only by a written instrument signed by the Company and the Wood River Entities or in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege pursuant to this Agreement shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege pursuant to this Agreement, nor shall any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. The rights and remedies provided pursuant to this Agreement are cumulative and are not exclusive of any rights or remedies which any party otherwise may have at law or in equity.

7.8 Counterparts. This Agreement may be executed in any number of counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other party (including via facsimile or other electronic transmission), it being understood that each party need not sign the same counterpart.

7.9 Governing Law. This Agreement shall be governed in all respects by the laws of the State of New York without giving effect to principles of conflicts of law that would result in the application of the laws of a different jurisdiction.

7.10 Headings. The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

7.11 Specific Performance. The parties acknowledge and agree that any breach of the terms of this Agreement would give rise to irreparable harm for which money damages would not be an adequate remedy, and, accordingly, the parties agree that, in addition to any other remedies, each will be entitled to enforce the terms of this Agreement by a decree of specific performance without the necessity of proving the inadequacy of money damages as a remedy and without the necessity of posting bond.

7.12 Receiver. It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by the Receiver, not individually or personally but solely in his capacity as Receiver for the Wood River Entities and related entities; (ii) each of the representations, undertakings, and agreements made herein on the part of the Receiver is made and intended not as personal representations, undertakings and agreements by the Receiver but is made and intended for the purpose of binding only the Receiver in his capacity as Receiver for the Wood River Entities; and (iii) under no circumstances shall the Receiver be personally liable for the payment of any indebtedness or expenses of the Wood River Entities or be liable for the breach or failure of any obligation, representation, warranty, or covenant made or undertaken by the Wood River Entities under this Agreement.

7.13 Jurisdiction; Service of Process. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement shall be exclusively brought against any of the parties in the United States District Court for the Southern District of New York, or the courts of the State of New York in the event that such District Court does not have or cannot acquire jurisdiction in such action or proceeding, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the World.

7.14 Expenses. Except as otherwise provided in the Settlement Agreement, each party to the Agreement will bear its own expenses incurred in connection with the preparation, execution and performance of this Agreement and the transactions contemplated hereby.

7.15 Further Assurances. The parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such documents, and (c) to do such other acts and things, all as the other parties hereto may reasonably request for the purposes of carrying out the intent of this Agreement.

Each of the parties has executed this Agreement as of the date first written above.



Endwave Corporation

By:	/s/ Edward A. Keible

	Name:	Edward A. Keible
	Title:	President and Chief Executive Officer

Wood River Partners, L.P.

By:	/s/ Arthur Steinberg

	Arthur J. Steinberg, not individually
	but solely in his capacity as the
	Receiver for the Wood River Entities

Wood River Partners Offshore, Ltd.

By:	/s/ Arthur Steinberg

	Arthur J. Steinberg, not individually
	but solely in his capacity as the
	Receiver for the Wood River Entities

Solely for purposes of Section 7.1

Arthur J. Steinberg, Esq., not
individually but solely in his capacity as the
Receiver of the Wood River Entities

/s/ Arthur Steinberg

Arthur J. Steinberg
Receiver

Exhibit A

Permitted Investors

Potomac Capital Partners LP
Potomac Capital International Ltd
Pleiades Investment Partners-RLP
EagleRock Institutional Partners, LP
EagleRock Master Fund, LP
Caiman Partners LP
Slater Equity Partners LP

EX-99.4 5 y45273exv99w4.htm EX-99.4: PURCHASE AGREEMENT EX-99.4

Exhibit 99.4

Execution Copy

PURCHASE AGREEMENT

by and among

the Buyers named on Schedule A,

and

and Wood River Partners Offshore, Ltd.,

as Seller

Dated as of December 21, 2007

TABLE OF CONTENTS


			Page
ARTICLE I DEFINITIONS				1
	Section 1.1	Definitions		1

ARTICLE II SALE AND TRANSFER OF SHARES; CLOSING				4
	Section 2.1	Shares		4
	Section 2.2	Purchase Price		4
	Section 2.3	Closing		4
	Section 2.4	Closing Obligations		4

ARTICLE III REPRESENTATIONS AND WARRANTIES OF RECEIVER				4
	Section 3.1	Authority		4
	Section 3.2	Right to Sell		5
	Section 3.3	Exclusivity of Representations		5

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYERS				5
	Section 4.1	Organization and Good Standing		5
	Section 4.2	Authority; No Conflict; Consents		5
	Section 4.3	Investment Intent		6
	Section 4.4	Solvency; Certain Proceedings		6
	Section 4.5	Brokers or Finders		6
	Section 4.6	Due Diligence		6
	Section 4.7	Available Funds		7
	Section 4.8	Investigation		7
	Section 4.9	Purchase Decision; Claims		7
	Section 4.10	Affiliates		8

ARTICLE V COVENANTS OF SELLER PRIOR TO CLOSING DATE				8
	Section 5.1	Required Approvals		8
	Section 5.2	Notification		8
	Section 5.3	Reasonable Commercial Efforts		8

ARTICLE VI COVENANTS OF BUYERS				9
	Section 6.1	Required Approvals		9
	Section 6.2	Reasonable Commercial Efforts		9
	Section 6.3	Notification		9
	Section 6.4	Endwave Consent, Approval Order and other Matters		9
	Section 6.5	Buyers’ General Cooperation		9

ARTICLE VII CONDITIONS PRECEDENT TO BUYERS’ OBLIGATION TO CLOSE				9
	Section 7.1	Accuracy of Representations		10
	Section 7.2	Seller’s Performance		10
	Section 7.3	No Injunction		10
	Section 7.4	Endwave Consent		10


			Page
	Section 7.5	Approval Order		10
	Section 7.6	Registration Statement		10

ARTICLE VIII CONDITIONS PRECEDENT TO SELLER’S OBLIGATION TO CLOSE				10
	Section 8.1	Accuracy of Representations		10
	Section 8.2	Buyers’ Performance		10
	Section 8.3	Endwave Consent		11
	Section 8.4	Approval Order		11
	Section 8.5	Registration Statement		11
	Section 8.6	No Injunction		11
	Section 8.7	Endwave Purchase		11

ARTICLE IX TERMINATION				11
	Section 9.1	Termination		11
	Section 9.2	Procedure and Effect of Termination		12

ARTICLE X GENERAL PROVISIONS				12
	Section 10.1	Survival of Representations		12
	Section 10.2	Expenses		12
	Section 10.3	Notices		12
	Section 10.4	Jurisdiction; Service of Process		13
	Section 10.5	Further Assurances		13
	Section 10.6	Waiver		13
	Section 10.7	Entire Agreement; Amendment		14
	Section 10.8	Enforcement of Agreement		14
	Section 10.9	Assignments, Successors, and No Third-Party Rights		14
	Section 10.10	Severability		14
	Section 10.11	Section Headings; Construction		14
	Section 10.12	Governing Law		15
	Section 10.13	Counterparts		15
	Section 10.14	Receiver		15

PURCHASE AGREEMENT

This Purchase Agreement (this “Agreement”) is made as of December 21, 2007 by and among the entities named on Schedule A under the caption “Buyers”, and Wood River Partners Offshore, Ltd., a Cayman corporation ( “Seller”). Each of the entities listed on Schedule A is individually a “Buyer” and, collectively, “Buyers”.

RECITALS

The United States District Court for the Southern District of New York (the “District Court”) entered orders (the “District Court Orders”) appointing Arthur J. Steinberg, Esq. of Kaye Scholer LLP (the “Receiver”) as the receiver for, among others, Seller and authorizing the Receiver to take such actions and exercise such powers as set forth in the District Court Orders.

Seller desires to sell 1,600,000 shares of common stock (the “Shares”) of Endwave Corporation, a Delaware corporation (“Endwave”), subject to the terms and conditions of this Agreement.

Buyers desire to purchase the Shares, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby, intending to be legally bound, agree as follows:

ARTICLE I
DEFINITIONS

Section 1.1 Definitions. For purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1.1:

“Accredited Investor” — as defined in Rule 501 promulgated under the Securities Act.

“Affiliate” — with respect to any Person, any other Person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with, such first mentioned Person. For purposes hereof, the term “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, as trustee or in another fiduciary capacity, by contract, or otherwise; the terms “controlling,” “controlled by” and “under common control with” shall have meanings corollary to “control.”

“Agreement” — as defined in the Preamble.

“Approval Order” — as defined in Section 6.4, and shall be in a form reasonably acceptable to the Receiver.

“Buyer” and “Buyers” — as defined in the Preamble.

“Buyer Closing Documents” — as defined in Section 4.2(a).

“Closing” — the closing of the Contemplated Transactions.

“Closing Date” as defined in Section 2.3.

“Consent” — any approval, consent, ratification, waiver or other authorization (including any Governmental Authorization).

“Contemplated Transactions” — all of the transactions contemplated by this Agreement, including, without limitation:

	(i)		Seller’s sale of the Shares to Buyers;

	(ii)		Buyers’ purchase and acquisition of the Shares from Seller pursuant to this Agreement; and

	(iii)		the performance by the Buyers and Seller of their respective covenants and obligations under this Agreement.

“District Court” — as defined in the Recitals.

“District Court Orders” — as defined in the Recitals.

“Encumbrance” — any charge, claim, community property interest, condition, equitable interest, lien, option, pledge, security interest, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership.

“Endwave” — as defined in the Recitals.

“Endwave Consent” — as defined in Section 6.4.

“Governmental Authorization” — any approval, consent, license, permit, waiver, or other authorization issued, granted, given, or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement.

“Governmental Body” — any federal, state, local, municipal, foreign or other government; governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official or entity and any court or other tribunal); or body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power of any nature.

“Legal Requirement” — any constitution, law, ordinance, principle of common law, regulation, statute or treaty of any Governmental Body.

“Order” — any award, decision, decree, injunction, judgment, order, ruling, subpoena or verdict entered, issued, made, or rendered by any court, administrative agency or other Governmental Body or by any arbitrator.

“Organizational Documents” means, (a) for any corporation, the certificate or articles of incorporation, the bylaws, any certificate of designation or instrument relating to the rights of preferred shareholders of such corporation and any shareholders agreement; (b) for any partnership, the partnership agreement and, if applicable, any certificate of limited partnership; (c) for any limited liability company, the operating agreement and articles or certificate of formation; (d) any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person; and (e) any amendment to any of the foregoing.

“Outside Date” — as defined in Section 9.1(b).

“Person” — any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, trust company, association, organization, labor union or other entity or Governmental Body.

“Proceeding” — any action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Body or arbitrator.

“Purchase Price” — as defined in Section 2.2.

“Receiver” — as defined in the Recitals.

“Representative” — with respect to a particular Person, any director, officer or employee of such Person, including such Person’s legal counsel, and with respect to the Receiver, any and all of the foregoing and the Receiver’s advisors and other representatives including, without limitation, the Receiver’s legal counsel and financial advisors.

“Registration Rights Agreement” — as defined in Section 6.4.

“Registration Statement” — the registration statement on Form S-3 filed by Endwave with and declared effective by the Securities and Exchange Commission (Registration No. 333-149054), as amended from time to time, relating to the Shares and other shares of common stock of Endwave.

“Securities Act” — the Securities Act of 1933, as amended, or any successor law, and regulations and rules issued pursuant to the Securities Act of 1933 or any successor law.

“Seller” — as defined in the Preamble.

“Seller Closing Documents” — as defined in Section 3.1(b).

“Shares” — as defined in the Recitals.

“Wood River Offshore” — as defined in the Recitals.

ARTICLE II
SALE AND TRANSFER OF SHARES; CLOSING

Section 2.1 Shares. On the Closing Date and subject to and upon satisfaction of the terms and conditions of this Agreement, (i) Seller agrees to sell to each Buyer named on Schedule A hereto the number of Shares set forth opposite such Buyer’s name on Schedule A hereto and (ii) each Buyer agrees to purchase under this Agreement the number of Shares set forth opposite each such Buyer’s name on Schedule A hereto.

Section 2.2 Purchase Price. On the terms and subject to the conditions set forth herein, in consideration of the sale of the Shares, at the Closing, each Buyer shall pay to Seller an amount equal to the product of (x) $6.83 and (y) the number of Shares set forth opposite such Buyer’s name on Schedule A in cash in US dollars (the “Purchase Price”). The Purchase Price shall be paid by Buyers to Seller by wire transfer of immediately available funds to the account(s) specified in writing by the Receiver to Buyers.

Section 2.3 Closing. Subject to and upon satisfaction of the terms and conditions of this Agreement, the Closing will take place at the offices of the Receiver’s counsel, Kaye Scholer LLP, 425 Park Avenue, New York, New York 10022, at 10:00 a.m. (local time) on the business day following the satisfaction of the conditions precedent set forth in Articles VII and VIII (other than those by their nature will be satisfied at the Closing). The date on which the Closing occurs is called the “Closing Date”. The parties acknowledge that time is of the essence and that they desire to cause the Closing to occur on or before the Outside Date. Subject to the provisions of Article IX, failure to consummate the Closing on the date and time and at the place determined pursuant to this Section 2.3 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement.

Section 2.4 Closing Obligations. At the Closing:

(a) Seller will deliver to each Buyer named on Schedule A hereto the number of Shares set forth opposite each such Buyer’s name on Schedule A hereto by book-entry.

(b) Each Buyer will deliver to Seller the Purchase Price in cash in accordance with Section 2.2.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF RECEIVER

The Receiver represents and warrants to Buyers on the date hereof and on the Closing Date as follows:

Section 3.1 Authority.

(a) Subject to the receipt of the Approval Order and the Endwave Consent, the Receiver has the full right, power and authority, on behalf of Seller, to (i) execute and deliver this Agreement and each of the other agreements, instruments or documents to be delivered

pursuant to or in connection with this Agreement to which Seller is or will be a party (the “Seller Closing Documents”) and (ii), transfer, convey and sell to Buyers the Shares.

(b) Subject to the receipt of the Approval Order and the Endwave Consent, the Receiver has the power and authority to enter into this Agreement and the Seller Closing Documents on behalf of Seller. Subject to the receipt of the Approval Order and the Endwave Consent, this Agreement has been, and each Seller Closing Document will be, duly executed by the Receiver on behalf of Seller. Subject to the receipt of the Approval Order, this Agreement constitutes, and the Seller Closing Documents will constitute, the valid and legally binding obligations of Seller, enforceable against Seller in accordance with their respective terms. The execution and delivery by the Receiver on behalf of Seller of this Agreement and the Seller Closing Documents, and the consummation by Seller of the Contemplated Transactions, will not, directly or indirectly, with or without the giving of notice or the passage of time or both: (a) violate the provisions of any Legal Requirement applicable to Seller or (b) violate any Order of any Governmental Body applicable to Seller or the Receiver, acting in such capacity, subject in each case to the receipt of the Approval Order and the Endwave Consent..

Section 3.2 Right to Sell. Subject to the receipt of the Approval Order and the Endwave Consent, the Seller has the right to dispose of the Shares pursuant to this Agreement, free and clear of any and all liens, claims, options, charges, pledges, security interests, deeds of trust, voting agreements, shareholder agreements, voting trusts, encumbrances or rights or restrictions of any nature.

Section 3.3 Exclusivity of Representations. The representations and warranties made by the Receiver in this Agreement are the exclusive representations and warranties made by the Receiver. The Receiver and Seller hereby expressly disclaim any other express or implied representations or warranties.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYERS

Each Buyer represents and warrants and covenants to Seller and the Receiver on each of the date hereof and on the Closing Date as follows:

Section 4.1 Organization and Good Standing. Each Buyer is duly formed or organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or formation.

Section 4.2 Authority; No Conflict; Consents.

(a) Each Buyer has all requisite power and authority to enter into this Agreement and the Buyer Closing Documents (as defined below). This Agreement has been, and each Buyer Closing Document will be, duly authorized (at the time of execution) by all necessary action on the part of each Buyer. This Agreement has been, and each Buyer Closing Document will be (at the time of its respective execution), duly executed by each Buyer. This Agreement constitutes, and all other agreements, instruments or documents to be delivered

pursuant to or in connection with this Agreement to which any Buyer is a party (collectively, the “Buyer Closing Documents”) will constitute, the legal, valid and binding obligations of each Buyer, enforceable against each Buyer in accordance with their respective terms. Neither the execution, delivery and performance of this Agreement nor the consummation of the Contemplated Transactions by each Buyer will, directly or indirectly (with or without notice or lapse of time): (i) violate or conflict with any provision of the Organizational Documents of any Buyer; (ii) violate any Order of any Governmental Body applicable to any Buyer; (iii) violate the provisions of any Legal Requirements applicable to any Buyer or (iv) violate any agreement, contract or other obligation of any Buyer.

(b) Except as set forth herein, no Buyer is required to obtain any Consent from any Person or Governmental Body in connection with the execution and delivery of this Agreement or the Buyer Closing Documents or the consummation or performance of any of the Contemplated Transactions.

Section 4.3 Investment Intent.

(a) Each Buyer acknowledges that the Shares cannot be resold without registration or an exemption from registration under the Securities Act and applicable state securities laws.

(b) Each Buyer represents that it is an Accredited Investor.

(c) Each Buyer has sufficient knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of ownership of the Shares and has carefully evaluated the same. Each Buyer has fully evaluated all risks associated with the purchase and ownership of the Shares and is able and willing to bear the economic risks of the purchase and ownership of the Shares indefinitely.

Section 4.4 Solvency; Certain Proceedings. Each Buyer is solvent and able to pay its debts as they become due on the date of this Agreement and shall be solvent and able to pay its debts as they become due at the Closing. There is no pending Proceeding that has been commenced against any Buyer that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To each Buyer’s knowledge, no such Proceeding has been threatened against such Buyer.

Section 4.5 Brokers or Finders. Neither any Buyer nor any of their respective officers, agents or Representatives have incurred any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payment in connection with this Agreement or the Contemplated Transactions.

Section 4.6 Due Diligence. Each Buyer has performed due diligence with respect to the Contemplated Transactions, the Shares and Endwave and as of the date of this Agreement, no Buyer has knowledge of any fact, condition or event that it would rely on as a basis for not consummating the Contemplated Transactions pursuant to the terms of this Agreement or for asserting any claim against any Person for breach or violation of any representation, warranty, covenant or other provision hereof.

Section 4.7 Available Funds. Each Buyer has sufficient available funds to perform all of its obligations under this Agreement, including, without limitation, to pay its portion of the Purchase Price hereunder.

Section 4.8 Investigation. Buyer acknowledges and agrees that none of the Receiver, or the Receiver’s or Seller’s current officers, directors, employees, shareholders, Affiliates or other Representatives (or any agent of or advisor to any thereof) have made, or are making, any representations or warranties in their respective individual capacities with respect to this Agreement, any other agreements or certificates delivered hereunder or any of the Contemplated Transactions.

Section 4.9 Purchase Decision; Claims. Each Buyer acknowledges and agrees that the Receiver, Seller and/or their respective Affiliates or Representatives may have access to or possess material nonpublic confidential information regarding Endwave that they are unable to disclose or have not disclosed to any Buyer and each Buyer agrees that it shall not request the Receiver, Seller or any of their respective Affiliates or Representatives to disclose the same. Each Buyer expressly acknowledges that there are no implied representations or warranties made by the Receiver or Seller in connection with the Contemplated Transactions and that the only representations made by Seller or the Receiver relating to the Contemplated Transactions are set forth in Article III of this Agreement. Each Buyer is familiar with Endwave and acknowledges that it has had an opportunity (i) to obtain and has received from sources other than the Receiver, Seller or their respective Affiliates or Representatives all information and material which such Buyer regards as necessary or material for its decision to consummate the Contemplated Transactions and (ii) to ask questions of sources other than the Receiver, Seller or their respective Affiliates and has received from such sources satisfactory answers to all of its questions, in each case, sufficient to evaluate and make an informed investment decision with respect to its purchasing of the Shares in connection with the Contemplated Transaction. Each Buyer agrees that none of the Receiver, Seller, or any of their respective Affiliates or Representatives shall have any responsibility to any Buyer for the completeness of the information obtained by any Buyer from any source with respect to the Shares or Endwave. Each Buyer has relied solely on its own knowledge and investigation about the Shares and Endwave in making its investment decision to acquire the Shares pursuant to this Agreement, that each Buyer has independently and without any reliance upon the Receiver or Seller or their Affiliates or Representatives and based on such documents and information as it has deemed appropriate (x) made its own independent appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Endwave and (y) made its own decision to enter into this Agreement and to engage in the Contemplated Transactions. None of the Receiver, Seller or their respective Affiliates shall have any duty or responsibility to provide any Buyer with any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Endwave that is in or may come into the possession of the Receiver, Seller or any of their respective Affiliates or Representatives. Each Buyer expressly agrees that none of the Receiver, Seller, any of their respective Affiliates or Representatives shall have any liability to any Buyer in respect of the Shares or arising in connection with or relating to Endwave, including, without limitation, arising in connection with or relating to any disclosure in, misstatement in or omission from any document filed by Endwave with the Securities and Exchange Commission (including, without limitation, the Registration Statement, any amendment to the Registration Statement or any

document incorporated into the Registration Statement) and each Buyer irrevocably agrees not to assert or commence any Proceeding against the Receiver, Seller, any of their respective Affiliates or Representatives with respect to any claim arising under the Securities Act, the Securities Exchange Act of 1934, as amended, or any state securities or “blue sky” laws relating to the sale of the Shares or Endwave. Each Buyer acknowledges that the Receiver and Seller will rely upon the truth and accuracy of the statements contained herein in connection with entering into this Agreement and engaging in the Contemplated Transactions. Each Buyer hereby consents to such reliance and agrees that such reliance and consent shall survive the consummation of the Contemplated Transactions. Each Buyer agrees and understands that on and after the Closing Date, all risks with respect to the Shares are to be borne by Buyers and that each Buyer is acquiring the Shares “AS IS”, “WHERE IS” and “WITH ALL FAULTS” so in no event will the Receiver, Seller or any of their respective Affiliates or Representatives be liable for any damages whatsoever or howsoever arising in respect of Endwave or the Shares.

Section 4.10 Affiliates. As of the time of the Closing, no Buyer has or intends to obtain “beneficial ownership” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of any shares of Endwave capital stock held of record or beneficially owned by the other Buyers (other than Shares purchased by investment funds that are Affiliated with such Buyer and under common management with such Buyer).

ARTICLE V
COVENANTS OF SELLER PRIOR TO CLOSING DATE

Section 5.1 Required Approvals. As promptly as practicable after the date of this Agreement, Seller by and through the Receiver will make all filings required by Legal Requirements to be made in order to consummate the Contemplated Transactions. Between the date of this Agreement and the Closing Date or the earlier termination of this Agreement, Seller will (a) cooperate with each Buyer with respect to all filings that any Buyer is required by Legal Requirements to make in connection with the Contemplated Transactions and (b) cooperate with each Buyer in obtaining all Consents and Governmental Authorizations that any Buyer is or becomes required to obtain pursuant to Legal Requirements.

Section 5.2 Notification. Between the date of this Agreement and the Closing Date, Seller by and through the Receiver will promptly notify the Buyers in writing if it becomes aware of any fact or condition that causes or constitutes a breach of any of their representations and warranties as of the date of this Agreement, or if Seller becomes aware of the occurrence after the date of this Agreement of any fact or condition that would (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition.

Section 5.3 Reasonable Commercial Efforts. Between the date of this Agreement and the Closing Date, Seller by and through the Receiver will use its reasonable commercial efforts to cause the conditions in Article VII to be satisfied.

ARTICLE VI
COVENANTS OF BUYERS

Section 6.1 Required Approvals. As promptly as reasonably practicable after the date of this Agreement, each Buyer will make all filings required by Legal Requirements to be made by it to consummate the Contemplated Transactions. Between the date of this Agreement and the Closing Date, each Buyer will cooperate with Seller with respect to all filings that Seller is required by Legal Requirements to make in connection with the Contemplated Transactions.

Section 6.2 Reasonable Commercial Efforts. Between the date of this Agreement and the Closing Date, each Buyer will use its reasonable commercial efforts to cause the conditions applicable to such Buyer in Article VIII to be satisfied.

Section 6.3 Notification. Between the date of this Agreement and the Closing Date, each Buyer will promptly notify Seller in writing if any Buyer becomes aware of any fact or condition that causes or constitutes a breach of any of its representations and warranties as of the date of this Agreement, or if any Buyer becomes aware of the occurrence after the date of this Agreement of any fact or condition that would (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. During the same period, each Buyer will promptly notify Seller of the occurrence of any breach of any of its covenants in this Agreement or of the occurrence of any event that may make the satisfaction of the conditions in Article VIII impossible or unlikely.

Section 6.4 Endwave Consent, Approval Order and other Matters. Each Buyer shall cooperate with the Receiver to obtain (i) from Endwave a written consent to the Contemplated Transactions and a waiver of the terms of Section 8.1 of the Registration Rights Agreement, dated as of May 17, 2007 (the “Registration Rights Agreement”), by and between the Receiver and Endwave, in a form reasonably acceptable to the Receiver, (ii) amendments executed by the Receiver and Endwave to the Registration Rights Agreement and the Settlement Agreement, dated as of May 17, 2007, by and between the Receiver and Endwave, in a form reasonably acceptable to the Receiver (the matters described in clauses (i) and (ii) of this Section 6.4, collectively, the “Endwave Consent”), and (iii) to obtain an order of the District Court approving the Contemplated Transactions, in a form reasonably acceptable to the Receiver (the “Approval Order”).

Section 6.5 Buyers’ General Cooperation. Each Buyer shall cooperate with Seller in responding promptly to any requests made by Endwave in connection with the Contemplated Transactions and in obtaining the Endwave Consent and the Approval Order.

ARTICLE VII
CONDITIONS PRECEDENT TO BUYERS’ OBLIGATION TO CLOSE

Buyers’ obligation to purchase the Shares and to take the other actions required to be taken by Buyers at the Closing is subject to the satisfaction at or prior to the Closing of each of the following conditions (any of which may be waived by Buyers, in whole or in part):

Section 7.1 Accuracy of Representations. All representations and warranties in this Agreement given by the Receiver must have been true and correct in all material respects as of the date of this Agreement, and must be true and correct in all material respects as of the Closing Date as if made on the Closing Date (unless such representations and warranties address matters as of a particular date, in which case they shall be true and correct in all material respects as of such date).

Section 7.2 Seller’s Performance.

(a) All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing must have been performed and complied with in all material respects.

(b) Each document and other instrument required to be delivered by the Receiver or Seller pursuant to Section 2.4(a) must have been delivered.

Section 7.3 No Injunction. There must not be in effect any Legal Requirement or any injunction or other Order that prohibits the Contemplated Transactions.

Section 7.4 Endwave Consent. The Receiver shall have obtained from Endwave the Endwave Consent in a form reasonably satisfactory to the Receiver and the same must be in full force and effect at the time of the Closing.

Section 7.5 Approval Order. The District Court must have executed the Approval Order in a form reasonably satisfactory to the Receiver and the Approval Order must be in full force and effect at the time of the Closing.

Section 7.6 Registration Statement. The Registration Statement must be effective under the Securities Act at the time of the Closing, and at the time of the Closing no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been commenced or shall be pending before the Securities and Exchange Commission.

ARTICLE VIII
CONDITIONS PRECEDENT TO SELLER’S OBLIGATION TO CLOSE

Seller’s obligation to sell the Shares and to take the other actions required to be taken by Seller at the Closing is subject to the satisfaction at or prior to the Closing of each of the following conditions (any of which may be waived by the Receiver, in whole or in part):

Section 8.1 Accuracy of Representations. All of Buyers’ representations and warranties in this Agreement must have been true and correct in all material respects as of the date of this Agreement and must be true and correct in all material respects as of the Closing Date as if made on the Closing Date (unless such representations and warranties address matters as of a particular date, in which case they shall be true and correct in all material respects as of such date).

Section 8.2 Buyers’ Performance.

(a) All of the covenants and obligations that Buyers are required to perform or to comply with pursuant to this Agreement at or prior to the Closing must have been performed and complied with in all material respects.

(b) Each Buyer must have made the delivery required to be made by Buyers pursuant to Section 2.4(b).

Section 8.3 Endwave Consent. The Receiver shall have obtained from Endwave the Endwave Consent in a form reasonably satisfactory to the Receiver and the same must be in full force and effect at the time of the Closing.

Section 8.4 Approval Order. The District Court must have executed the Approval Order in a form reasonably satisfactory to the Receiver and the Approval Order must be in full force and effect at the time of the Closing.

Section 8.5 Registration Statement. The Registration Statement must be effective under the Securities Act at the time of the Closing, and at the time of the Closing no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been commenced or shall be pending before the Securities and Exchange Commission.

Section 8.6 No Injunction. There must not be in effect any Legal Requirement or any injunction or other Order that prohibits the Contemplated Transactions.

Section 8.7 Endwave Purchase. The closing of the purchase by Endwave of 2,502,247 shares of Endwave common stock held in the aggregate by Seller and an Affiliate thereof shall have occurred substantially simultaneously with the Closing.

ARTICLE IX
TERMINATION

Section 9.1 Termination. This Agreement may be terminated and the Contemplated Transactions may be abandoned:

(a) at any time, by mutual written agreement of Seller and Buyers;

(b) at any time after February 28, 2008 (the “Outside Date”), by Sellers upon written notice to Buyers, if the Closing shall not have occurred for any reason other than a breach of this Agreement by Seller;

(c) at any time after the Outside Date, by Buyers upon written notice to Seller, if the Closing shall not have occurred for any reason other than a breach of this Agreement by Buyers;

(d) by Buyers or Seller, by written notice of any such party to the others, if any condition to such party’s obligations to consummate the Contemplated Transactions is incapable of being satisfied on or prior to the Outside Date other than as a result of such party’s failure to perform any of their obligations under this Agreement; or

(e) by either Buyers or Seller, by written notice of any such party to the others, if a court of competent jurisdiction shall have issued an Order permanently restraining or prohibiting the Contemplated Transactions, and such Order shall have become final and nonappealable.

Section 9.2 Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the Contemplated Transactions pursuant to Section 9.1 hereof, this Agreement shall become void and there shall be no liability on the part of any party hereto except that (A) the obligations provided for in Section 10.1 and Section 10.2 hereof shall survive any such termination of this Agreement and (B) nothing herein shall relieve any party from liability for breach of this Agreement.

ARTICLE X
GENERAL PROVISIONS

Section 10.1 Survival of Representations. All representations, warranties, covenants and agreements of Buyers and Seller contained in this Agreement or in any certificate or other document delivered pursuant to this Agreement shall survive the Closing, and the right of Buyers or Seller to make any claims thereunder shall survive the Closing.

Section 10.2 Expenses. Except as otherwise expressly provided in this Agreement, each party to this Agreement will bear its own expenses incurred in connection with the preparation, execution, and performance of this Agreement and the Contemplated Transactions, including all fees and expenses of its Representatives.

Section 10.3 Notices. All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by facsimile (with written confirmation of receipt), provided that a copy is also mailed by registered mail, return receipt requested, or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and facsimile numbers set forth below (or to such other addresses and telecopier numbers as a party may designate by notice to the other parties):

If to Seller or the Receiver:

c/o Arthur J. Steinberg, Esq.
Kaye Scholer LLP
425 Park Avenue
New York, NY 10022
Tel: (212) 836-8564
Fax: (212) 836-8689

with a copy to:

Steven G. Canner, Esq.
Kaye Scholer LLP
425 Park Avenue

New York, NY 10022
Tel: (212) 836-8136
Fax: (212) 836-7419

If to Buyers:

Potomac Capital Management
825 Third Avenue, 33rd Floor
New York, NY 10022
Tel.: (212) 521-5115
Fax: (212) 521-5107
Attn.: P.J. Solit

with a copy to:

Gersten Savage LLP
600 Lexington Avenue, 9^th Floor
New York, NY 10022
Tel: (212) 752-9700
Fax: (212) 980-5192
Attn.: Peter J. Gennusso, Esq.

Section 10.4 Jurisdiction; Service of Process. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement shall be exclusively brought against any of the parties in the District Court, or the courts of the State of New York in the event that the District Court does not have or cannot acquire jurisdiction in such action or proceeding, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.

Section 10.5 Further Assurances. The parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such other acts and things, all as any other party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.

Section 10.6 Waiver. The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by any party in exercising any right, power, or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable Legal Requirements, (a) no claim or right arising out of this Agreement or the documents referred to in this Agreement can be discharged by any party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other parties hereto; (b) no waiver that may be given by a party will be applicable except in

the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.

Section 10.7 Entire Agreement; Amendment. This Agreement supersedes all prior agreements between the parties with respect to its subject matter, whether oral or written, and constitutes (along with the documents referred to in or contemplated by this Agreement, including, without limitation, the exhibits hereto) a complete and exclusive statement of the terms of the agreement between the parties with respect to its and their subject matter. This Agreement may not be amended except by a written agreement executed by the parties hereto.

Section 10.8 Enforcement of Agreement. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement was not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the parties will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which they are entitled at law or in equity.

Section 10.9 Assignments, Successors, and No Third-Party Rights. No party may assign any of its rights under this Agreement without the prior written consent of the other parties, except Seller may assign its rights and obligations under this Agreement to its Affiliates. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement (and their permitted successors and assignees) any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement, except that the Receiver is an intended third-party beneficiary of this Agreement and is entitled to enforce the same as if a party hereto with respect to the provisions hereof. Except as otherwise set forth in this Section 10.9, this Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and permitted assigns. Any attempted assignment in violation of this Agreement shall be null and void ab initio.

Section 10.10 Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

Section 10.11 Section Headings; Construction. The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to “Section” or “Sections” refer to the corresponding Section or Sections of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.

Section 10.12 Governing Law. This Agreement will be governed by the laws of the State of New York without regard to conflicts of law principles.

Section 10.13 Counterparts. This Agreement may be executed in counterparts and by facsimile signature, all of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

Section 10.14 Receiver. Buyers expressly, jointly and severally, acknowledge and agree, that (i) this Agreement is executed by the Receiver, not individually or personally, but solely in his capacity as the Receiver for Seller, among others, in the exercise of the powers and authority conferred and vested in him by the District Court Orders, (ii) any obligation, representation, warranty, undertaking, agreement or covenant by Seller or the Receiver is made and intended not as personal obligation, representations, warranties, undertakings, agreements and covenants by the Receiver but is made and intended solely for the purpose of binding only Seller and (iii) under no circumstances shall the Receiver be personally liable for the payment of any liability, expense, claim or other matter arising under this Agreement, the Seller Closing Documents or in connection with the Contemplated Transactions, or be liable for the breach or failure of any obligation, representation, warranty, undertaking, agreement or covenant made or undertaken by Seller under this Agreement.

[INTENTIONALLY BLANK; SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the date first written above.

Seller:


	WOOD RIVER PARTNERS OFFSHORE, LTD.
	By:
		Arthur J. Steinberg, not individually but
		solely in his capacity as Receiver of Wood River Partners Offshore, Ltd.

Buyer:


	POTOMAC CAPITAL PARTNERS LP
	By:
		Name:
		Title:

Buyer:


	POTOMAC CAPITAL INTERNATIONAL LTD
	By:
		Name:
		Title:

Buyer:


	PLEIADES INVESTMENT PARTNERS- R LP
	By:
		Name:
		Title:

Buyer:


	EAGLEROCK INSTITUTIONAL PARTNERS, L.P.
	By:
		Name:
		Title:

Buyer:


	EAGLEROCK MASTER FUND, LP
	By:
		Name:
		Title:

Buyer:


	CAIMAN PARTNERS LP
	By:
		Name:
		Title:

Buyer:


	SLATER EQUITY PARTNERS LP
	By:
		Name:
		Title:

Schedule A
Buyers


Buyer	Number of Shares
Potomac Capital Partners LP		260,412
Potomac Capital International Ltd		152,500
Pleiades Investment Partners-R LP		187,088
EagleRock Institutional Partners, LP		300,000
EagleRock Master Fund, LP		200,000
Caiman Partners LP		300,000
Slater Equity Partners LP		200,000

-----END PRIVACY-ENHANCED MESSAGE-----

December 26, 2007

ARTHUR STEINBERG, ESQ., as the Receiver of the Wood River Entities, to the extent contemplated by the Order, but not in his individual capacity

/s/ Arthur Steinberg

Arthur Steinberg, as the Receiver of the Wood River Entities, to the extent contemplated by the Order, but not in his individual capacity