Exhibit 2.2
ASSET PURCHASE AGREEMENT
Among
ENDWAVE CORPORATION, as Seller,
SHR CORPORATION, as Purchaser
And
MICROSEMI CORPORATION, as Parent
Dated as of April 30, 2009
ASSET PURCHASE AGREEMENT
THIS AGREEMENT (“Agreement”) , dated as of April 30, 2009 is by and among Microsemi
Corporation , a Delaware corporation with offices at 2381 Morse Avenue, Irvine, California 92614
( “Parent” ), SHR Corporation , a Delaware corporation and a wholly-owned subsidiary of Parent with offices
at 2381 Morse Avenue, Irvine, California 92614 ( “Purchaser” ), and Endwave Corporation , a Delaware
corporation with offices at 130 Baytech Drive, San Jose, California 95134 ( “Seller” ).
RECITALS:
WHEREAS , Seller and its wholly-owned subsidiary, Endwave Defense Systems Inc., a California
corporation ( “EDSI” ), are engaged in the design, manufacture, marketing and sale of radio frequency modules
that enable the transmission, reception, and processing of high frequency signals in defense electronics and
security systems (the “Business” );
WHEREAS , Purchaser desires to purchase, and Seller desires to sell and transfer to Purchaser, the
Business and the Purchased Assets (as defined below) (the “Sale of the Business” ) upon the terms and
subject to the conditions set forth herein; and
WHEREAS , in connection with the Sale of the Business, Purchaser will assume the Seller’s obligations
under the Customer Orders and Assumed Contracts (each as defined below) and the other Assumed Liabilities
(as defined below), upon the terms and subject to the conditions set forth herein.
AGREEMENT
NOW THEREFORE , in consideration of the terms, covenants and conditions hereinafter set forth, and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1 ASSETS BEING PURCHASED.
Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined below) Sel