EX-4.2






CERTIFICATE OF DESIGNATION OF THE RELATIVE




RIGHTS, PREFERENCES AND PRIVILEGES OF THE




SERIES I CONVERTIBLE PREFERRED STOCK OF




WAVE WIRELESS CORPORATION




The undersigned, officer of Wave Wireless Corporation, a Delaware corporation (the
“Company”), in accordance with the provisions of Section 151(g) of the Delaware General
Corporation Law, does hereby certify that, pursuant to the authority conferred upon the Board of
Directors by the Certificate of Incorporation of the Company, the following resolution creating a
series of preferred stock designated as “Series I Convertible Preferred Stock” was duly adopted on
March 21, 2006:



RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of
Directors of the Company by Article IV of the Company’s Certificate of Incorporation (the
“Certificate of Incorporation”), there hereby is created out of the authorized shares of
preferred stock, par value $0.0001 per share (the “Preferred Stock”), of the Company, a
series of Preferred Stock designated as “Series I Convertible Preferred Stock,” consisting of Two
Hundred (200) shares, which series shall have the following designations, powers, preferences and
relative and other special rights and the following qualifications, limitations and restrictions:



1. Designation, Face Amount and Rank. Such series of the Preferred Stock shall be
designated as “Series I Convertible Preferred Stock” (the “Series I Preferred Stock”), and
the face amount shall be One Thousand Dollars ($1,000) per share (the “Face Amount”). The
maximum number of shares of Preferred Stock designated as Series I Preferred Stock shall be Two
Hundred (200) shares. Upon the liquidation, dissolution or winding up of the affairs of the
Company, the Series I Preferred Stock shall rank: (a) prior to all classes and series of the
Company’s capital stock hereafter created that, by their terms, rank junior to the Series I
Preferred Stock (the “Junior Stock”); (b) pari passu with (i) the Company’s common stock,
par value $0.0001 per share (the “Common Stock”), on an as-converted basis, assuming the
conversion of all shares of Series I Preferred Stock then outstanding into shares of Common stock,
and (ii) all other classes and series of the Company’s capital stock hereafter created that, by
their terms, rank on parity with the Series I Preferred Stock (the “Pari Passu Stock”); and
(c) junior to the Company’s Series A Junior Participating Preferred Stock, Series E Convertible
Preferred Stock, Series F Convertible Preferred Stock, Series G Convertible Preferred Stock, Series
H Convertible Preferred Stock and all other classes and series of the Company’s capital stock
hereafter created that, by their terms, rank senior to the Series I Preferred Stock (the
“Senior Stock”). The Series I Preferred Stock shall be subordinate to and rank junior to
all indebtedness of the Company now or hereafter outstanding.



2. Dividends. Whenever the Board of Directors declares a dividend on the Common Stock
each holder of record of a share of Series I Preferred Stock, or any fraction of a share of Series
I Preferred Stock, on the date set by the Board of Directors for the determination of the owners of
record of the Common Stock entitled to receive such dividend (the “Record Date”) shall be
entitled to receive, out of any assets at the time legally available therefor, an amount equal to
such dividend declared on one share of Common Stock multiplied by the number of shares of Common
Stock into which such share, or such fraction of a share, of Series I Preferred Stock could be
converted on the Record Date.



3. Voting Rights



(a) Class Voting Rights. The holders of the Series I Preferred Stock shall have the
right to vote as a separate class, as set forth in this Section 3(a). So long as any shares of the
Series I Preferred Stock remain outstanding, the Company shall not, without the affirmative vote or
consent of the holders of at least three-fourths (3/4) of the shares of the Series I Preferred
Stock then outstanding, given in person or by proxy, either in writing or at a meeting, in which
the holders of the Series I Preferred Stock vote separately as a class: (i) amend, alter or repeal
the provisions of the Series I Preferred Stock so as to adversely affect any right, preference,
privilege or voting power of the Series I Preferred Stock; or (ii) effect any distribution with
respect to any Junior Stock. For the avoidance of doubt, the creation of any Senior Stock
hereafter shall not be deemed an amendment, alteration or repeal of any of the provisions of the
Series I Preferred Stock requiring the affirmative vote or consent of the holders of the Series I
Preferred Stock, as provided in this Section 3(a).



(b) General Voting Rights. Except with respect to transactions upon which the Series
I Preferred Stock shall be entitled to vote separately as a class pursuant to Section 3(a) above,
and except as otherwise required by the Delaware General Corporation Law, the Series I Preferred
Stock shall not have any voting rights. The Common Stock into which the Series I Preferred Stock
is convertible shall, upon issuance, have all of the same voting rights as any other shares of
issued and outstanding Common Stock of the Company.



4. Conversion. The holder of Series I Preferred Stock shall have the following
conversion rights (the “Conversion Rights”):



(a) Right to Convert. At any time on or after the date on which shares of Series I
Preferred Stock are first issued (the “Issuance Date”), the holder of Series I Preferred
Stock may, at such holder’s option, subject to the limitations set forth in Section 6 herein, elect
to convert (a “Voluntary Conversion”) all or any portion of the shares of Series I
Preferred Stock held by such holder into a number of fully paid and nonassessable shares of Common
Stock equal to the quotient obtained by dividing (i) the aggregate Face Amount of the shares of
Series I Preferred Stock being converted by (ii) the Conversion Price (as defined in Section 4(d)
below) then in effect as of the date of the delivery by such holder of its notice of election to
convert. The Company shall keep written records of the conversion of the shares of Series I
Preferred Stock converted by each holder. A holder shall be required to deliver the original
certificates representing the shares of Series I Preferred Stock upon any conversion of the Series
I Preferred Stock as provided in Section 4(b) below.



(b) Mechanics of Voluntary Conversion. The Voluntary Conversion of Series I Preferred
Stock shall be conducted in the following manner:




(i) Holder’s Delivery Requirements. To convert the Series I Preferred Stock
into full shares of Common Stock on any date (the “Voluntary Conversion Date”), the
holder thereof shall (A) transmit to the Company by facsimile (or otherwise deliver), for
receipt on or prior to 5:00 p.m. New York City time on such date, a copy of a fully executed
notice of conversion in the form attached hereto as Exhibit A (the “Conversion
Notice”), and (B) with respect to the conversion of shares of Series I Preferred Stock
held by any holder, such holder shall surrender to a common carrier for delivery to the
Company as soon as practicable following such Voluntary Conversion Date, but in no event
later than six (6) business days after such date, the original certificates representing the
 shares of Series I Preferred Stock being converted (or a signed undertaking to indemnify the
Company with respect to such shares in the case of loss, theft or destruction of such
certificates) (the “Preferred Stock Certificates”).




(ii) Company’s Response. Upon receipt by the Company of a Conversion Notice
(or a facsimile copy thereof), the Company shall immediately send, via facsimile, a
confirmation of receipt of such Conversion Notice to the holder that sent such Conversion
Notice (the “Converting Holder”), and the Company or its designated transfer agent
(the “Transfer Agent”), as applicable, shall, within three (3) business days
following the date of receipt by the Company of the Converting Holder’s Preferred Stock
Certificates, (A) issue and deliver to the Depository Trust Company (“DTC”) account
on the Converting Holder’s behalf via the Deposit Withdrawal Agent Commission System
(“DWAC”) as specified in the Conversion Notice, registered in the name of the
Converting Holder or its designee, for the number of shares of Common Stock to which the
Converting Holder shall be entitled, and (B) if the Preferred Stock Certificates so
surrendered represent more shares of Series I Preferred Stock than the number being
converted, issue and deliver to the Converting Holder a new certificate for such number of
 shares of Series I Preferred Stock represented by the surrendered certificate that are not
converted.




(iii) Dispute Resolution. In the case of a dispute as to the arithmetic
calculation of the number of shares of Common Stock to be issued upon conversion, the
Company shall promptly issue to the holder the number of shares of Common Stock that is not
disputed and shall submit the arithmetic calculations to the holder via facsimile as soon as
possible, but in no event later than two (2) business days after receipt of such holder’s
Conversion Notice. If such holder and the Company are unable to agree upon the arithmetic
calculation of the number of shares of Common Stock to be issued upon such conversion within
one (1) business day of such disputed arithmetic calculation being submitted to the holder,
then the Company shall within one (1) business day submit via facsimile the disputed
arithmetic calculation of the number of shares of Common Stock to be issued upon such
conversion to the Company’s independent, outside accountant. The Company shall cause the
accountant to perform the calculations and notify the Company and the holder of the results
no later than seventy-two (72) hours from the time it receives the disputed calculations.
Such accountant’s calculation shall be binding upon all parties absent manifest error. The
reasonable expenses of such accountant in making such determination shall be paid by the
Company, in the event the holder’s calculation was correct, or by the holder, in the event
the Company’s calculation was correct, or equally by the Company and the holder in the event
that neither the Company’s or the holder’s calculation was correct. The period of time in
which the Company is required to effect conversions under this Certificate of Designation
shall be tolled with respect to the subject conversion pending resolution of any dispute by
the Company made in good faith and in accordance with this Section 4(b)(iii).




(iv) Record Holder. The person or persons entitled to receive the shares of
Common Stock issuable upon any conversion of the Series I Preferred Stock shall be treated
for all purposes as the record holder or holders of such shares of Common Stock on the
Voluntary Conversion Date.



(c) Mandatory Conversion




(i) Upon the Company’s written request a holder of Series I Preferred Stock shall
advise the Company in writing the number of shares of Common Stock that are beneficially
owned by such holder, not counting shares of Common Stock issuable upon conversion of any
Series I Preferred Stock held by such holder. Beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the
rules promulgated thereunder. If the shares of Common Stock beneficially owned by such
holder (excluding shares of Common Stock issuable upon conversion of the Series I Preferred
Stock) amount to less than 4.99% of the shares of Common Stock outstanding at such time, the
Company may, at its option, compel such holder, by written notice to such holder (the
“Mandatory Conversion Notice”), to convert such portion of the Series I Preferred
Stock owned by such holder into shares of Common Stock such that the total number of shares
of Common Stock beneficially owned by such holder after such conversion shall equal up to
4.99%, but not more, of the shares of Common Stock outstanding after such conversion.




(ii) As used herein, a “Mandatory Conversion Date” shall be the date when the
Mandatory Conversion Notice shall be deemed delivered pursuant to Section 4(i).




(iii) Each share of Series I Preferred Stock outstanding on the Mandatory Conversion
Date shall, automatically and without any action on the part of the holder thereof, convert
into a number of fully paid and nonassessable shares of Common Stock equal to the quotient
obtained by dividing (x) the aggregate Face Amount of the shares of Series I Preferred Stock
outstanding on the Mandatory Conversion Date by (y) the Conversion Price in effect on the
Mandatory Conversion Date; provided, however, that the Company shall not be obligated to
issue the shares of Common Stock issuable upon conversion of any shares of Series I
Preferred Stock unless the Preferred Stock Certificates representing such shares of Series I
Preferred Stock are either delivered to the Company or the holder notifies the Company that
such Preferred Stock Certificates have been lost, stolen or destroyed, and executes an
agreement satisfactory to the Company to indemnify the Company from any loss incurred by it
in connection therewith. Upon the occurrence of any mandatory conversion of the Series I
Preferred Stock pursuant to this Section 4(c), each affected holder of the Series I
Preferred Stock shall surrender to the Company the Preferred Stock Certificates representing
the Series I Preferred Stock for which the Mandatory Conversion Date has occurred, and the
Company shall deliver the shares of Common Stock issuable upon such conversion (in the same
manner set forth in Section 4(b)(ii)) to such holder within three (3) business days of such
holder’s delivery of the applicable Preferred Stock Certificates. If the Preferred Stock
Certificates so surrendered represent more shares of Series I Preferred Stock than the
number being converted, the Company shall issue to such holder a new certificate for such
number of Series I Preferred Stock represented by the surrendered certificates which were
not converted.



(d) Conversion Price. The term “Conversion Price” shall mean $0.01, subject
to adjustment pursuant to Section 4(e) hereof.



(e) Adjustments of Conversion Price




(i) Adjustments for Stock Splits and Combinations. If the Company shall at any
time or from time to time after the Issuance Date, effect a stock split of the outstanding
Common Stock, the Conversion Price shall be proportionately decreased. If the Company shall
at any time or from time to time after the Issuance Date, combine the outstanding shares of
Common Stock, the Conversion Price shall be proportionately increased. Any adjustments
under this Section 4(e)(i) shall be effective at the close of business on the date the stock
split or combination occurs.




(ii) Adjustments for Certain Dividends and Distributions. If the Company shall
at any time or from time to time after the Issuance Date, make or issue or set a record date
for the determination of holders of Common Stock entitled to receive a dividend or other
distribution payable in shares of Common Stock, then, and in each such event, the Conversion
Price shall be decreased as of the time of such issuance or, in the event such record date
shall have been fixed, as of the close of business on such record date, by multiplying the
Conversion Price then in effect by a fraction:




(1) the numerator of which shall be the total number of shares of Common Stock
issued and outstanding immediately prior to the time of such issuance or the close
of business on such record date; and




(2) the denominator of which shall be the total number of shares of Common
Stock issued and outstanding immediately prior to the time of such issuance or the
close of business on such record date plus the number of shares of Common Stock
issuable in payment of such dividend or distribution.




(iii) Adjustment for Other Dividends and Distributions. If the Company shall
at any time or from time to time after the Issuance Date, make or issue or set a record date
for the determination of holders of Common Stock entitled to receive a dividend or other
distribution payable in securities of the Company other than shares of Common Stock, then,
and in each such event, an appropriate adjustment to the Conversion Price shall be made and
provision shall be made (by adjustments of the Conversion Price or otherwise) so that the
holders of Series I Preferred Stock shall receive upon conversions thereof, in addition to
the number of shares of Common Stock receivable thereon, the number of securities of the
Company which they would have received had their Series I Preferred Stock been converted
into Common Stock on the date of such event and had thereafter, during the period from the
date of such event to and including the Mandatory Conversion Date or Voluntary Conversion
Date (as the case may be) retained such securities (together with any distributions payable
thereon during such period), giving application to all adjustments called for during such
period under this Section 4(e)(iii) with respect to the rights of the holders of the Series
I Preferred Stock.




(iv) Adjustments for Reclassification, Exchange or Substitution. If the Common
Stock issuable upon conversion of the Series I Preferred Stock at any time or from time to
time after the Issuance Date shall be changed to the same or different number of shares of
any class or classes of stock, whether by reclassification, exchange, substitution or
otherwise (other than by way of a stock split or combination of shares or stock dividends
provided for in Sections 4(e)(i), (ii) and (iii), or a reorganization, merger,
consolidation, or sale of assets provided for in Section 4(e)(v)), then, and in each such
event, an appropriate adjustment to the Conversion Price shall be made and provisions shall
be made so that the holder of each share of Series I Preferred Stock shall have the right
thereafter to convert such share of Series I Preferred Stock into the kind and amount of
 shares of stock and other securities receivable upon such reclassification, exchange,
substitution or other change, by holders of the number of shares of Common Stock into which
such share of Series I Preferred Stock might have been converted immediately prior to such
reclassification, exchange, substitution or other change, all subject to further adjustment
as provided herein.




(v) Adjustments for Reorganization, Merger, Consolidation or Sales of Assets.
If at any time or from time to time after the Issuance Date there shall be a capital
reorganization of the Company (other than by way of a stock split or combination of shares
or stock dividends or distributions provided for in Section 4(e)(i), (ii) and (iii), or a
reclassification, exchange or substitution of shares provided for in Section 4(e)(iv)), or a
merger or consolidation of the Company with or into another corporation, or the sale of all
or substantially all of the Company’s properties or assets to any other person (an
“Organic Change”), then as a part of such Organic Change an appropriate adjustment
to the Conversion Price shall be made and provision shall be made so that the holder of each
share of Series I Preferred Stock shall have the right thereafter to convert such share of
Series I Preferred Stock into the kind and amount of shares of stock and other securities or
property of the Company or any successor corporation resulting from the Organic Change. In
any such case, appropriate adjustment shall be made in the application of the provisions of
this Section 4(e)(v) with respect to the rights of the holders of the Series I Preferred
Stock after the Organic Change to the end that the provisions of this Section 4(e)(v)
(including any adjustment in the Conversion Price then in effect and the number of shares of
stock or other securities deliverable upon conversion of the Series I Preferred Stock) shall
be applied after that event in as nearly an equivalent manner as may be practicable.




(vi) Record Date. In case the Company shall take a record of the holders of
its Common Stock or any other Preferred Stock for the purpose of entitling them to subscribe
for or purchase Common Stock or other securities convertible into Common Stock
(“Convertible Securities”), then the date of the issue or sale of the shares of
Common Stock shall be deemed to be such record date.



(f) No Impairment. The Company shall not, by amendment of its Certificate of
Incorporation or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed hereunder by the Company,
but will at all times in good faith, assist in the carrying out of all the provisions of this
Section 4 and in the taking of all such action as may be necessary or appropriate in order to
protect the conversion rights of the holders of the Series I Preferred Stock against impairment.
In the event a holder shall elect to convert any shares of Series I Preferred Stock as provided
herein, the Company shall not refuse conversion based on any claim that such holder or any one
associated or affiliated with such holder has been engaged in any violation of law, unless, an
injunction from a court, on notice, restraining and/or adjoining conversion of all or of said
shares of Series I Preferred Stock shall have been issued and the Company posts a surety bond for
the benefit of such holder in an amount equal to the Face Amount of the Series I Preferred Stock
such holder has elected to convert, which bond shall remain in effect until the completion of
arbitration/litigation of the dispute and the proceeds of which shall be payable to such holder in
the event it obtains judgment.



(g) Certificates as to Adjustments. Upon occurrence of each adjustment or
readjustment of the Conversion Price or number of shares of Common Stock issuable upon conversion
of the Series I Preferred Stock pursuant to this Section 4, the Company at its expense shall
promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to
each holder of Series I Preferred Stock a certificate setting forth such adjustment and
readjustment, showing in detail the facts upon which such adjustment or readjustment is based. The
Company shall, upon written request of a holder of Series I Preferred Stock, at any time, furnish
or cause to be furnished to such holder a like certificate setting forth such adjustments and
readjustments, the Conversion Price in effect at the time, and the number of shares of Common Stock
and the amount, if any, of other securities or property which at the time would be received upon
the conversion of a share of such Series I Preferred Stock. Notwithstanding the foregoing, the
Company shall not be obligated to deliver a certificate unless such certificate would reflect an
increase or decrease of at least one percent of such adjusted amount.



(h) Issue Taxes. The Company shall pay any and all issue and other taxes, excluding
federal, state or local income taxes, that may be payable in respect of any issue or delivery of
shares of Common Stock on conversion of shares of Series I Preferred Stock pursuant thereto;
provided, however, that the Company shall not be obligated to pay any transfer taxes resulting from
any transfer requested by any holder in connection with any such conversion.



(i) Notices. All notices and other communications required or permitted hereunder
shall be in writing and shall be deemed given or delivered (i) on the date given, if delivered
personally or sent by facsimile transmission with confirmation of receipt, (ii) three (3) business
days after mailing, if sent by certified or registered mail, postage prepaid, return-receipt
requested, or (iii) on the date of delivery, if delivered by a recognized an express delivery
service, addressed to the holder of record at its address appearing on the books of the Company.
The Company will give written notice to each holder of Series I Preferred Stock at least twenty
(20) days prior to the date on which the Company closes its books or takes a record (x) with
respect to any dividend or distribution upon the Common Stock, (y) with respect to any pro-rata
subscription offer to holders of Common Stock or (z) for determining rights to vote with respect to
any Organic Change, dissolution, liquidation or winding-up, and in no event shall such notice be
provided to such holder prior to such information being made known to the public. The Company will
also give written notice to each holder of Series I Preferred Stock at least twenty (20) days prior
to the date on which any Organic Change, dissolution, liquidation or winding-up will take place and
in no event shall such notice be provided to such holder prior to such information being made known
to the public.



(j) Fractional Shares. No fractional shares of Common Stock shall be issued upon
conversion of the Series I Preferred Stock. In lieu of any fractional shares to which the holder
would otherwise be entitled, the Company shall pay cash equal to the product of such fraction
multiplied by the average of the Closing Bid Prices of the Common Stock for the five (5)
consecutive trading days immediately preceding the Voluntary Conversion Date or Mandatory
Conversion Date, as applicable.



(k) Reservation of Common Stock. The Company shall, so long as any shares of Series I
Preferred Stock remain outstanding, reserve and keep available out of its authorized and unissued
Common Stock, solely for the purpose of effecting the conversion of the Series I Preferred Stock,
such number of shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all of the Series I Preferred Stock then outstanding.



(l) Retirement of Series I Preferred Stock. Conversion of the Series I Preferred
Stock shall be deemed to have been effected on the applicable Voluntary Conversion Date or
Mandatory Conversion Date. The Company shall keep written records of the conversion of the shares
of Series I Preferred Stock converted by each holder. A holder shall be required to deliver the
original certificates representing the shares of Series I Preferred Stock upon any conversion of
the Series I Preferred Stock represented by such certificates.



(m) Regulatory Compliance. If any shares of Common Stock to be reserved for the
purpose of conversion of Series I Preferred Stock require registration or listing with or approval
of any governmental authority, stock exchange or other regulatory body under any federal or state
law or regulation or otherwise before such shares may be validly issued or delivered upon
conversion, the Company shall, at its sole cost and expense, in good faith and as expeditiously as
possible, endeavor to secure such registration, listing or approval, as the case may be.



5. No Preemptive or Redemption Rights. Except as provided in Section 4 hereof no
holder of the Series I Preferred Stock shall be entitled to rights to subscribe for, purchase or
receive any part of any new or additional shares of any class, whether now or hereinafter
authorized, or of bonds or debentures, or other evidences of indebtedness convertible into or
exchangeable for shares of any class, but all such new or additional shares of any class, or any
bond, debentures or other evidences of indebtedness convertible into or exchangeable for shares,
may be issued and disposed of by the Board of Directors on such terms and for such consideration
(to the extent permitted by law), and to such person or persons as the Board of Directors in its
absolute discretion may deem advisable. Except as provided in Section 4 neither the Company nor the
holder of any Series I Preferred Stock shall have the right to require the Company to redeem any
shares of Series I Preferred Stock.



6. Conversion Restriction. Notwithstanding anything to the contrary set forth in
Section 4 hereof, at no time may a holder of shares of Series I Preferred Stock convert any shares
of the Series I Preferred Stock if the number of shares of Common Stock to be issued pursuant to
such conversion would exceed, when aggregated with all other shares of Common Stock beneficially
owned by such holder at such time, 4.99% of all of the Common Stock outstanding at such time;
provided, however, that upon a holder of Series I Preferred Stock providing the Company with
sixty-one (61) days notice (pursuant to Section 4(i) hereof) (the “Waiver Notice”) that
such holder desires to waive the application of this Section 6 with regard to any or all shares of
Common Stock issuable upon conversion of the Series I Preferred Stock held by such holder, this
Section 6 shall be of no further force or effect with regard to those shares of Series I Preferred
Stock referenced in the Waiver Notice.



7. Inability to Fully Convert



(a) Holder’s Option if Company Cannot Fully Convert. If, upon the Company’s receipt
of a Conversion Notice, the Company cannot issue shares of Common Stock for any reason, including,
without limitation, because the Company (i) does not have a sufficient number of shares of Common
Stock authorized and available for issuance or (ii) is otherwise prohibited by applicable law or by
the rules or regulations of any stock exchange, interdealer quotation system or other
self-regulatory organization with jurisdiction over the Company or its securities, from issuing all
of the Common Stock which is to be issued to a holder of Series I Preferred Stock pursuant to a
Conversion Notice, then the Company shall issue as many shares of Common Stock as it is able to
issue in accordance with such holder’s Conversion Notice, and with respect to the unconverted
Series I Preferred Stock (the “Unconverted Preferred Stock”), the holder, solely at such
holder’s option, may elect, at any time after receipt of notice from the Company that there is
Unconverted Preferred Stock, to void the holder’s Conversion Notice as to the number of shares of
Common Stock the Company is unable to issue (the “Unissued Shares of Common Stock”) and
retain or have returned, as the case may be, the certificates for the shares of the Unconverted
Preferred Stock.



(b) Mechanics of Fulfilling Holder’s Election. The Company shall immediately send via
facsimile to a holder of Series I Preferred Stock, upon receipt of a facsimile copy of a Conversion
Notice from such holder which cannot be fully satisfied as described in Section 7(a) above, a
notice of the Company’s inability to fully satisfy such holder’s Conversion Notice (the
“Inability to Fully Convert Notice”). The Inability to Fully Convert Notice shall indicate
(i) the reason why the Company is unable to fully satisfy such holder’s Conversion Notice and (ii)
the number of shares of Series I Preferred Stock which cannot be converted.



(c) Pro-Rata Conversion. In the event the Company within a period of ten days
receives Conversion Notices from more than one holder of Series I Preferred Stock and the Company
can convert some, but not all, of the Series I Preferred Stock required to be converted as a result
of such Conversion Notices, the Company shall convert from each holder of Series I Preferred Stock
electing to have Series I Preferred Stock converted within such ten day period, an amount equal to
the number of shares of Series I Preferred Stock such holder elected to have converted in such ten
day period multiplied by a fraction, the numerator of which shall be the number of shares of Series
I Preferred Stock such holder elected to have converted in such ten day period and the denominator
of which shall be the total number of shares of Series I Preferred Stock all holders elected to
have converted in such ten day period. The Company shall not convert any shares of Series I
Preferred Stock pursuant to a Mandatory Conversion Notice until it shall have converted all shares
of Series I Preferred Stock pursuant to any Voluntary Conversion Notice.



8. Vote to Change the Terms of or Issue Preferred Stock. The affirmative vote at a
meeting duly called for such purpose, or the written consent without a meeting, of the holders of
not less than three-fourths (3/4) of the then outstanding shares of Series I Preferred Stock, shall
be required to approve any change to this Certificate of Designation that would amend, alter or
repeal any of the powers, preferences, privileges and rights of the Series I Preferred Stock.
Notwithstanding anything herein to the contrary, the creation of any Senior Stock hereafter shall
not be deemed an amendment, alteration or repeal of any of the powers, preferences, privileges and
rights of the Series I Preferred Stock requiring the affirmative vote of the holders of the Series
I Preferred Stock, as provided in this Section 8.



9. Lost or Stolen Certificates. Upon receipt by the Company of evidence satisfactory
to the Company of the loss, theft, destruction or mutilation of any Preferred Stock Certificates
representing the shares of Series I Preferred Stock, and, in the case of loss, theft or
destruction, of an indemnity satisfactory to the Company and, in the case of mutilation, upon
surrender and cancellation of the Preferred Stock Certificate(s), the Company shall execute and
deliver new Preferred Stock Certificate(s) of like tenor and date.



10. Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief.
The remedies provided in this Certificate of Designation shall be cumulative and in addition to all
other remedies available under this Certificate of Designation, at law or in equity (including a
decree of specific performance and/or other injunctive relief), no remedy contained herein shall be
deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein
shall limit a holder’s right to pursue actual damages for any failure by the Company to comply with
the terms of this Certificate of Designation. Amounts set forth or provided for herein with respect
to conversion and the like (and the computation thereof) shall be the amounts to be received by the
holder thereof and shall not, except as expressly provided herein, be subject to any other
obligation of the Company (or the performance thereof). The Company acknowledges that a breach by
it of its obligations hereunder will cause irreparable harm to the holders of the Series I
Preferred Stock and that the remedy at law for any such breach may be inadequate. The Company
therefore agrees that, in the event of any such breach or threatened breach, the holders of the
Series I Preferred Stock shall be entitled, in addition to all other available remedies, to an
injunction restraining any breach, without the necessity of showing economic loss and without any
bond or other security being required.



11. Specific Shall Not Limit General; Construction. No specific provision contained
in this Certificate of Designation shall limit or modify any more general provision contained
herein. This Certificate of Designation shall be deemed to be jointly drafted by the Company and
all initial holders of the Series I Preferred Stock and shall not be construed against any person
as the drafter hereof.



12. Failure or Indulgence Not Waiver. No failure or delay on the part of a holder of
Series I Preferred Stock in the exercise of any power, right or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or of any other right, power or privilege.



13. Waiver. Notwithstanding any provision in this Certificate of Designation to the
contrary, any provision contained herein and any right of the holders of Series I Preferred Stock
granted hereunder may be waived as to all shares of Series I Preferred Stock (and the holders
thereof) upon the written consent of the holders of three-fourths (3/4) of the shares of Series I
Preferred Stock then outstanding, unless a higher percentage is required by applicable law, in
which case the written consent of the holders of not less than such higher percentage of shares of
Series I Preferred Stock shall be required.



IN WITNESS WHEREOF, the undersigned has executed this Certificate of Designation as of this
23rd day of March, 2006.



	 	 	 
	WAVE WIRELESS CORPORATION,

	 
	 	 
	a Delaware corporation

By:

	 	



	 

	 	 
	Name:

Title:

	 	Daniel W. Rumsey

Acting Chief Executive Officer
	 
	 	 






1




WAVE WIRELESS CORPORATION




CONVERSION NOTICE




Reference is made to the Certificate of Designation of the Relative Rights, Preferences and
Privileges of the Series I Preferred Convertible Stock of Wave Wireless Corporation (the
“Certificate of Designation”). In accordance with and pursuant to the Certificate of
Designation, the undersigned hereby elects to convert the number of shares of Series I Preferred
Stock, par value $0.0001 per share (the “Preferred Shares”), of Wave Wireless Corporation,
a Delaware corporation (the “Company”), indicated below into shares of Common Stock, par
value $0.0001 per share (the “Common Stock”), of the Company, by tendering the stock
certificate(s) representing the Preferred Shares specified below as of the date specified below.



Date of Conversion:



Number of Preferred Shares to be converted:



Stock Certificate No(s). of the Certificates Representing



the Preferred Shares to be Converted:



Please confirm the following information:




Conversion Price:




Number of shares of Common Stock to be issued:




Number of shares of Common Stock beneficially owned or deemed beneficially owned by the
Holder on the date of conversion determined in accordance with Section 16 of the Securities
Exchange Act of 1934, as amended:



Please issue the Common Stock into which the Preferred Shares are being converted and, if
applicable, any check drawn on an account of the Company in the following name and to the following
address:




Issue to:




Facsimile Number:




Authorization:




[SIGNATURE OF HOLDER]




[PRINTED NAME OF HOLDER]




[TITLE OF SIGNATORY IF HOLDER IS




NOT AN INDIVIDUAL]




2