**EXHIBIT 4.1**

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**AGREEMENT**

 

AGREEMENT (this “**Agreement**”),dated as of May 14, 2002, between Wave Three Software, Inc., a Delawarecorporation (“**Wave3**”), and TeraGlobal Communications, Corp., a Delawarecorporation (“**TeraGlobal**”).

 

WHEREAS, Wave3 is a wholly-ownedsubsidiary of TeraGlobal;

 

WHEREAS, Wave3 and TeraGlobalhave entered into an Assignment and Assumption Agreement, dated May 14, 2002,pursuant to which, subject to the terms thereof, TeraGlobal assigned,transferred, conveyed and delivered to Wave3 and Wave3 accepted the Assets (asdefined therein) and assumed the Liabilities (as defined therein);

 

WHEREAS, TeraGlobal desires tocause Wave3 to enter into a Securities Purchase Agreement (the “**PurchaseAgreement**”) with, among others, WallerSutton 2000, L.P., a Delawarelimited partnership (together with the other purchasers named therein, the “**Purchasers**”);

 

WHEREAS, in order to induce thePurchasers to enter into the Purchase Agreement with Wave3, TeraGlobal hasrepresented to the Purchasers that Wave3 and TeraGlobal will enter into thisAgreement and effect the transactions contemplated hereby.

 

NOW, THEREFORE, inconsideration of the premises and the mutual covenants herein contained andother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereby agree as follows:

 

# 1.     TeraGlobal hereby covenants to Wave3 that:

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## (a)   Prior to the Closing (as defined in thePurchase Agreement, the “**Closing**”), TeraGlobal shall deliver toWave3 evidence (in the form of a proposed amendment to TeraGlobal’s Certificateof Incorporation) that the Board of Directors of TeraGlobal has approved aGoing Private Transaction in the form of a reverse stock split of its commonstock on a 1,000 for 1 basis, which provides for a cash payment in lieu of theissuance of any fractional shares resulting therefrom of an amount equal to$290 per share (as adjusted for the 1,000 for 1 reverse stock split the “**FractionalShare Payment**”).  Forpurposes hereof, a “**Going Private Transaction**” means anytransaction or occurrence (including, without limitation, a reverse stock splitof TeraGlobal’s common stock), pursuant to or following which TeraGlobal willhave fewer than 300 stockholders of record and which would entitle TeraGlobalto suspend or terminate its obligations to file reports under Sections 13 and15 of the Securities Exchange Act of 1934.

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## (b)   At the Closing, TeraGlobal shall deliver toWave3 copies of a preliminary Information Statement (Schedule 14C) relating tothe Going Private Transaction and of a Schedule 13E-3 relating thereto(collectively, the “**Schedules**”) to be filed by TeraGlobal withthe Securities and Exchange Commission (“**SEC**”) simultaneously with the Closing;

 

## (c)   Simultaneously with the Closing, TeraGlobalwill file with the SEC the Schedules; and that TeraGlobal will promptly respondto any comments received from the SEC with respect to the Schedules;

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## (d)   TeraGlobal will as soon as permitted underSEC rules, file a final Schedule 13E-3 with the SEC and mail to all of itsstockholders a copy of the final Information Statement;

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## (e)   Neither the Information Statement nor theSchedule 13E-3, when filed and/or delivered, will contain any untrue statementof a material fact or omit to state a material fact required to be statedtherein or necessary in order to make the statements therein, in light of thecircumstances under which they were made, not misleading.

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# 2. Each of Wave3 and TeraGlobal agree thatWave3 will provide TeraGlobal with (a) the funds needed to make the FractionalShare Payment by redeeming from TeraGlobal shares of its Class A Common Stockheld by TeraGlobal and (b) up to $200,000 of the funds needed pay thetransaction expenses that may arise from time to time as a result of theGoing-Private Transaction, the Purchase Agreement, or the other transactionsconsummated in connection therewith (provided that such transactional expensesshall have been approved by WallerSutton 2000, L.P.), by redeeming fromTeraGlobal the shares of its Class B Common Stock held by TeraGlobal, each ofwhich series of Common Stock will be deemed repurchased at a price of $9.27 pershare.

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# 3.  Each of Wave3 and TeraGlobalrepresents and warrants with respect to itself that all corporate actionnecessary for the authorization, execution, delivery and performance by it ofthis Agreement has been taken. This Agreement is a legal, valid and bindingobligation, enforceable against it in accordance with its terms.

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# 4.  This Agreement may beamended by a written instrument signed by both parties hereto.

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IN WITNESS WHEREOF, the parties hereto haveexecuted this Agreement as of the date first written above.

 
|   | WAVE THREE SOFTWARE, INC.        |                          |
|--------|----------------------------------|-------------------------------|
|   |                             |                          |
|   | By:                              | ROBERT E RANDALL              |
|   |                             | Name: Robert E. Randall       |
|   |                             | Title:    President |
|   |                             |                          |
|   | TERAGLOBAL COMMUNICATIONS, CORP. |                          |
|   |                             |                          |
|   | By:                              | ROBERT E RANDALL              |   |
|   |                             | Name: Robert E. Randall       |   |
|   |                             | Title:    President |   |
|        |                                  |                               |  |  |

 

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