**EXHIBIT 2.2**

** **

**AMENDMENT OF**

**CONVERTIBLEPROMISSORY NOTES**

 

Amendment ofConvertible Promissory Notes (this “**Amendment**”), dated as of May 14, 2002,among TeraGlobal Communications Corp., a Delaware corporation (the ”**Company**”),WallerSutton 2000, L.P., a Delaware limited partnership (“**WallerSutton**”), Spencer TraskInvestment Partners, LLC, a Delaware limited liability company (“**SpencerTrask**”), and Lincoln Associates, LLC, a Delaware limited liabilitycompany (“**LincolnAssociates**,” and together with WallerSutton and Spencer Trask, the “**Holders**”).

 

WHEREAS,the Company and the Holders areparties to that certain Convertible Promissory Note and Warrant PurchaseAgreement, dated as of December 10, 2001, as amended (the “**Purchase Agreement**”);

 

WHEREAS,as of the date hereof, the Company has sold and issued, pursuant to thePurchase Agreement, secured convertible promissory notesin the aggregate principal amount of two million seven hundred eighty-fivethousand two hundred eighty-six dollars ($2,785,286) (collectively, the “**PromissoryNotes**”) and certain warrants;

 

WHEREAS,the Company has entered into an Assignment of Assets and Assumption ofLiabilities Agreement, dated May 14, 2002, with Wave Three Software, Inc., aDelaware corporation and a wholly-owned subsidiary of the Company (“**Wave3**”),pursuant to which, subject to the terms thereof, the Company assigned,transferred, conveyed and delivered to Wave3 and Wave3 accepted the Assets (asdefined therein) and assumed the Liabilities (as defined therein);

 

WHEREAS, theparties hereto desire to amend all of the Promissory Notes as set forth in thisAmendment;

 

WHEREAS,the *Amendments and Waivers* section of each ofthe Promissory Notes provides, among other things, that other than the right tothe payment of the Issue Price (as defined in the Promissory Notes) and allaccrued but unpaid interest thereon, any other term of the Promissory Notes maybe amended with the written consent of the Company and the holders of at least75% of the aggregate Issue Price of the Promissory Notes then outstanding, andin accordance with the Purchase Agreement; *provided*, *however*, that any amendmentsmade to a Promissory Note must be made to each of the Promissory Notes and inaccordance with the Purchase Agreement; and

 

WHEREAS,WallerSutton is the holder of Promissory Notes in theaggregate principal amount of two million six hundred sixty-three thousandeight hundred fifty-seven dollars and eighteen cents ($2,663,857.18) whichrepresent 95.6% of the outstanding Promissory Notes.

 

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:

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# 1.             Amendment of *Automatic Conversion*Section of the Promissory Notes.

 

Section 2 of eachof the Promissory Notes is hereby amended in its entirety to read as follows:

 

“2. Automatic Conversion.

 

(a) At the Closing of the Wave3 Financing.  Upon the final closing of the Wave3 Financing(as defined below), the Issue Price and any accrued but unpaid interest relatedthereto (the “Conversion Amount”) shall automatically convert into Units (asdefined below) equal to the Conversion Amount divided by $1,000.    For purposes hereof, the term “Wave3Financing” means the sale and purchase, contemplated by the Securities PurchaseAgreement (as defined below), of up to 5,000 units (“Units”), each of whichshall consist of one share of the authorized but unissued Series A ConvertibleRedeemable Preferred Stock, par value $0.001 per share, of Wave Three Software,Inc. (“Wave3”) and one seven year warrant to purchase thirty-four and 15/100(34.15***)***shares of the authorized but unissued Class A Common Stock, par value $0.001per share, of Wave3 at an exercise price of $9.27 per whole share.    The “Securities Purchase Agreement” meansthat certain Securities Purchase Agreement, dated the date hereof, among Wave3and the purchasers named therein.

 

(b) Termination of Rights Upon Conversion.  The Holder shall have no right to negotiateany of the terms or conditions upon which the Units shall be issued, whichnegotiation shall be conducted solely among the Company and the purchasers ofthe Units.  Conversion shall be deemedeffective on the initial closing under the Purchase Agreement regardless ofwhether such occurs before or after the Maturity Date.  Upon conversion of this Note, the Holder ofthis Note shall have no further rights under this Note, whether or not thisNote is surrendered.

 

(c) Delivery of Certificates.  As promptly as practicable after anyconversion of this Note and the Holder’s surrender of this Note, the Companyshall cause Wave3 to issue and deliver to the Holder of this Note thecertificate or certificates evidencing the Units issuable to the Holder uponany such conversion.”

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# 2.             The provisions of the PromissoryNotes not amended hereby shall remain in full force and effect.

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# 3.             This Amendment may be executed inany number of counterparts, each of which when so executed and delivered shallbe deemed an original, and such counterparts together shall constitute oneinstrument.

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*[balanceof page intentionally left blank; signature pages follow]*

 

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IN WITNESSWHEREOF, the undersigned have executed this Amendment to be effective as of thedate first written above.

 
|   | **TERAGLOBAL  COMMUNICATIONS CORP.** |
|--------|--------------------------------------|
|   |                                 |
|   |                                 |
|   | By:                                  | ROBERT E. RANDALL |
|   |                                 | Robert E.  Randall, Chief Executive Officer |
|   |                                 |
|   | **WALLERSUTTON 2000, L.P.**          |
|   |                                 |
|   | By:                                  | WallerSutton 2000  L.L.C., its general partner |
|   |                                 |
|   |                                 |
|   | By:                                  | JAMES P. CRABTREE |
|   | Name: James P. Crabtree              |
|   | Title:   Authorized Member |
|   |                                 |
|   | Address:                             |
|   | 500 W. Putnam Ave., 3rd Floor        |
|   | Greenwich, CT 06830                  |
|   |                                 |
|   | notices, with a copy to:             |
|   |                                 |
|   | RubinBaum LLP                        |
|   | 30 Rockefeller  Plaza                |
|   | New York, NY 10112                   |
|   | Attn: Paul A.  Gajer, Esq.           |

 

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The undersigned,being parties to the Purchase Agreement, as amended, hereby acknowledge receiptof this Amendment and consent to the terms hereof.

 
| SPENCER TRASK INVESTMENT PARTNERS LLC |
|---------------------------------------|
|                                  |   |
| By:                                   |   |   |
|                                  | Name: |
|                                  | Title: |
|                                  |   |
| LINCOLN ASSOCIATES, LLC               |
|                                  |   |   |
| By:                                   |   |   |
|                                  | Name: |
|                                  | Title: |

 

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