EX-10.5






THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE
SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER
THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR P-COM, INC. SHALL HAVE RECEIVED AN
OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE
PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.



WARRANT TO PURCHASE




SHARES OF COMMON STOCK




OF




P-COM, INC.




Expires March 31, 2010




No.: W-05-04 Number of Shares: 96,000


Date of Issuance: March 31, 2005



FOR VALUE RECEIVED, subject to the provisions hereinafter set forth, the undersigned, P-Com,
Inc., a Delaware corporation (together with its successors and assigns, the “Issuer”),
hereby certifies that SDS CAPITAL GROUP SPC, LTD. or its registered assigns is entitled to
subscribe for and purchase, during the Term (as hereinafter defined), up to Ninety Six Thousand
(96,000) shares (subject to adjustment as hereinafter provided) of the duly authorized, validly
issued, fully paid and non-assessable Common Stock of the Issuer, at an exercise price per share
equal to the Warrant Price then in effect, subject, however, to the provisions and upon the terms
and conditions hereinafter set forth. Capitalized terms used in this Warrant and not otherwise
defined herein shall have the respective meanings specified in Section 8 hereof.



1. Term. The term of this Warrant shall commence on March 31, 2005 and shall expire
at 5:00 p.m., eastern time, on March 31, 2010 (such period being the “Term”).




	 	2.	 	Method of Exercise; Payment; Issuance of New Warrant; Transfer and
Exchange.





(a) Time of Exercise. The purchase rights represented by this Warrant may be
exercised in whole or in part at any time during the Term.



(b) Method of Exercise. The Holder hereof may exercise this Warrant, in whole or in
part, by the surrender of this Warrant (with the exercise form attached hereto duly executed) at
the principal office of the Issuer, and by the payment to the Issuer of an amount of consideration
therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number
of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at
such Holder’s election (i) by certified or official bank check or by wire transfer to an account
designated by the Issuer, (ii) by “cashless exercise” in accordance with the provisions of
subsection (c) of this Section 2, but only until the date that a registration statement under the
Securities Act providing for the resale of the Warrant Stock has been declared effective by the
Securities and Exchange Commission, or (iii) by a combination of the foregoing methods of payment
selected by the Holder of this Warrant.



(c) Cashless Exercise. Notwithstanding any provisions herein to the contrary, if (i)
the Per Share Market Value of one share of Common Stock is greater than the Warrant Price (at the
date of calculation as set forth below) and (ii) a registration statement under the Securities Act
providing for the resale of the Warrant Stock has not been declared effective by the Securities and
Exchange Commission, in lieu of exercising this Warrant by payment of cash, the Holder may exercise
this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to
an amount (as determined below) by surrender of this Warrant at the principal office of the Issuer
together with the properly endorsed Notice of Exercise in which event the Issuer shall issue to the
Holder a number of shares of Common Stock computed using the following formula:




X = Y — (A)(Y)

B


Where X = the number of shares of Common Stock to be issued to the Holder.




	 	 	 	Y = the number of shares of Common Stock purchasable upon
exercise of all of the Warrant or, if only a portion of the Warrant is being
exercised, the portion of the Warrant being exercised.





	 	 	 
	A =

	 	the Warrant Price.
	 
	 	 
	B =

	 	the Per Share Market Value of one share of Common Stock.







(d) Issuance of Stock Certificates. In the event of any exercise of the rights
represented by this Warrant in accordance with and subject to the terms and conditions hereof, (i)
certificates for the shares of Warrant Stock so purchased shall be dated the date of such exercise
and delivered to the Holder hereof within a reasonable time, not exceeding three (3) Trading Days
after such exercise or, at the request of the Holder (provided that a registration statement under
the Securities Act providing for the resale of the Warrant Stock is then in effect and the Holder
complies with the prospectus delivery requirements in connection with any sale), issued and
delivered to the Depository Trust Company (“DTC”) account on the Holder’s behalf via the
Deposit Withdrawal Agent Commission System (“DWAC”), within a reasonable time, not
exceeding three (3) Trading Days after such exercise, and the Holder hereof shall be deemed for all
purposes to be the holder of the shares of Warrant Stock so purchased as of the date of such
exercise and (ii) unless this Warrant has expired, a new Warrant representing the number of shares
of Warrant Stock, if any, with respect to which this Warrant shall not then have been exercised
(less any amount thereof which shall have been canceled in payment or partial payment of the
Warrant Price as hereinabove provided) shall also be issued to the Holder hereof at the Issuer’s
expense within such time.



(e) Transferability of Warrant. Subject to Section 2(f), this Warrant may be
transferred by a Holder without the consent of the Issuer. If transferred pursuant to this
paragraph and subject to the provisions of Section 2(f), this Warrant may be transferred on the
books of the Issuer by the Holder hereof in person or by duly authorized attorney, upon surrender
of this Warrant at the principal office of the Issuer, properly endorsed (by the Holder executing
an assignment in the form attached hereto) and upon payment of any necessary transfer tax or other
governmental charge imposed upon such transfer. This Warrant is exchangeable at the principal
office of the Issuer for Warrants to purchase the same aggregate number of shares of Warrant Stock,
each new Warrant to represent the right to purchase such number of shares of Warrant Stock as the
Holder hereof shall designate at the time of such exchange. All Warrants issued upon a transfer or
exchange shall be dated the Original Issue Date and shall be identical with this Warrant except as
to the number of shares of Warrant Stock issuable pursuant hereto.




(f) Compliance with Securities Laws.




(i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant or
the shares of Warrant Stock to be issued upon exercise hereof, as applicable, are being
acquired for the Holder’s own account and not as a nominee for any other party, and for
investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or
any shares of Warrant Stock to be issued upon exercise hereof, except pursuant to an
effective registration statement, or an exemption from registration, under the Securities
Act and any applicable state securities laws.




(ii) Except as provided in Section 2(f)(iii), this Warrant and all certificates
representing shares of Warrant Stock issued upon exercise hereof shall be stamped or
imprinted with a legend in substantially the following form:



THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY
NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED
UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS
OR P-COM, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT
REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER
THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.




(iii) The Issuer agrees to reissue this Warrant or certificates representing any of the
Warrant Stock, without the legend set forth above if at such time, prior to making any
transfer of any such securities, the Holder shall give written notice to the Issuer
describing the manner and terms of such transfer and removal as the Issuer may reasonably
request. Such proposed transfer and removal will not be effected until: (a) either (i) the
Issuer has received an opinion of counsel reasonably satisfactory to the Issuer, to the
effect that the registration of such securities under the Securities Act is not required in
connection with such proposed transfer, (ii) a registration statement under the Securities
Act covering such proposed disposition has been filed by the Issuer with the Securities and
Exchange Commission and has become effective under the Securities Act, (iii) the Issuer has
received other evidence reasonably satisfactory to the Issuer that such registration and
qualification under the Securities Act and state securities laws are not required, or (iv)
the Holder provides the Issuer with reasonable assurances that such security can be sold
pursuant to Rule 144 under the Securities Act; and (b) either (i) the Issuer has received an
opinion of counsel reasonably satisfactory to the Issuer, to the effect that registration or
qualification under the securities or “blue sky” laws of any state is not required in
connection with such proposed disposition, (ii) compliance with applicable state securities
or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The
Issuer will respond to any such notice from the Holder within five (5) business days. In
the case of any proposed transfer under this Section 2(f), the Issuer will use reasonable
best efforts to comply with any such applicable state securities or “blue sky” laws, but
shall in no event be required, (x) to qualify to do business in any state where it is not
then qualified, or (y) to take any action that would subject it to tax or to the general
service of process in any state where it is not then subject. The restrictions on transfer
contained in this Section 2(f) shall be in addition to, and not by way of limitation of, any
other restrictions on transfer contained in any other section of this Warrant. Whenever a
certificate representing the Warrant Stock is required to be issued to the Holder without a
legend, in lieu of delivering physical certificates representing the Warrant Stock, provided
the Issuer’s transfer agent is participating in the DTC Fast Automated Securities Transfer
program, the Issuer shall use its reasonable best efforts to cause its transfer agent to
electronically transmit the Warrant Stock to the Holder by crediting the account of the
Holder’s Prime Broker with DTC through DWAC (to the extent not inconsistent with any
provisions of this Warrant or the Purchase Agreement).




3. Stock Fully Paid; Reservation and Listing of Shares; Covenants.



(a) Stock Fully Paid. The Issuer represents, and warrants to the Holder, and
covenants and agrees for the benefit of the Holder that all shares of Warrant Stock which may be
issued upon the exercise of this Warrant or otherwise hereunder will, upon issuance, be duly
authorized, validly issued, fully paid and non-assessable and free from all taxes, liens, charges
or other encumbrances of any nature whatsoever created by or through the Issuer. The Issuer
further covenants and agrees that during the period within which this Warrant may be exercised, the
Issuer will at all times have authorized and reserved for the purpose of the issue upon exercise of
this Warrant a sufficient number of shares of Common Stock to provide for the exercise of this
Warrant.



(b) Reservation. If any shares of Common Stock required to be reserved for issuance
upon exercise of this Warrant or as otherwise provided hereunder require registration or
qualification with any governmental authority under any federal or state law before such shares may
be so issued, the Issuer will in good faith use its best efforts at its expense to cause such
shares to be duly registered or qualified. If the Issuer shall list any shares of Common Stock on
any securities exchange or market it will, at its expense, list thereon, maintain and increase when
necessary such listing, of, all shares of Warrant Stock from time to time issued upon exercise of
this Warrant or as otherwise provided hereunder (provided that such Warrant Stock has been
registered pursuant to a registration statement under the Securities Act then in effect), and, to
the extent permissible under the applicable securities exchange rules, all unissued shares of
Warrant Stock which are at any time issuable hereunder, so long as any shares of Common Stock shall
be so listed. The Issuer will also so list on each securities exchange or market, and will
maintain such listing of, any other securities which the Holder of this Warrant shall be entitled
to receive upon the exercise of this Warrant if at the time any securities of the same class shall
be listed on such securities exchange or market by the Issuer.



(c) Covenants. The Issuer shall not by any action including, without limitation,
amending the Certificate of Incorporation or the by-laws of the Issuer, or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities
or any other action, avoid or seek to avoid the observance or performance of any of the terms or
provisions of this Warrant, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such actions as may be necessary or appropriate to protect the
rights of the Holder hereof against dilution (to the extent specifically provided herein) or
impairment. Without limiting the generality of the foregoing, the Issuer will (i) not permit the
par value, if any, of its Common Stock to exceed the then effective Warrant Price, (ii) not amend
or modify any provision of the Certificate of Incorporation or by-laws of the Issuer in any manner
that would adversely affect the rights of the Holder of this Warrant, (iii) take all such action as
may be reasonably necessary in order that the Issuer may validly and legally issue fully paid and
nonassessable shares of Common Stock, free and clear of any liens, claims, encumbrances and
restrictions (other than as provided herein) upon the exercise of this Warrant, and (iv) use its
best efforts to obtain all such authorizations, exemptions or consents from any public regulatory
body having jurisdiction thereof as may be reasonably necessary to enable the Issuer to perform its
obligations under this Warrant.



(d) Loss, Theft, Destruction of Warrants. Upon receipt of evidence satisfactory to
the Issuer of the ownership of and the loss, theft, destruction or mutilation of any Warrant and,
in the case of any such loss, theft or destruction, upon receipt of indemnity or security
reasonably satisfactory to the Issuer or, in the case of any such mutilation, upon surrender and
cancellation of such Warrant, the Issuer will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase
the same number of shares of Common Stock.



(e) Assumption of Warrant. The Issuer represents, and warrants to the Holder, and
covenants and agrees for the benefit of the Holder that upon a Change of Control of the Issuer, the
surviving entity will assume all of the obligations under this Warrant and permit this Warrant to
be exercised into shares of the surviving entity.



4. Adjustment of Warrant Price and Warrant Share Number. The number of shares of
Common Stock for which this Warrant is exercisable, and the price at which such shares may be
purchased upon exercise of this Warrant, shall be subject to adjustment from time to time as set
forth in this Section 4. The Issuer shall give the Holder notice of any event described below which
requires an adjustment pursuant to this Section 4 in accordance with Section 5.




(a) Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale.




(i) In case the Issuer after the Original Issue Date shall do any of the following
(each, a “Triggering Event”): (a) consolidate with or merge into any other Person
and the Issuer shall not be the continuing or surviving corporation of such consolidation or
merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the
Issuer shall be the continuing or surviving Person but, in connection with such
consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged
for Securities of any other Person or cash or any other property, or (c) transfer all or
substantially all of its properties or assets to any other Person, or (d) effect a capital
reorganization or reclassification of its Capital Stock, then, and in the case of each such
Triggering Event, proper provision shall be made so that, upon the basis and the terms and
in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon
the exercise hereof at any time after the consummation of such Triggering Event, to the
extent this Warrant is not exercised prior to such Triggering Event, to receive at the
Warrant Price in effect at the time immediately prior to the consummation of such Triggering
Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such
Triggering Event, the Securities, cash and property to which such Holder would have been
entitled upon the consummation of such Triggering Event if such Holder had exercised the
rights represented by this Warrant immediately prior thereto, subject to adjustments
(subsequent to such corporate action) as nearly equivalent as possible to the adjustments
provided for elsewhere in this Section 4.




(ii) Notwithstanding anything contained in this Warrant to the contrary, a Triggering
Event shall not be deemed to have occurred if, prior to the consummation thereof, each
Person (other than the Issuer) which may be required to deliver any Securities, cash or
property upon the exercise of this Warrant as provided herein shall assume, by written
instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (A) the
obligations of the Issuer under this Warrant (and if the Issuer shall survive the
consummation of such Triggering Event, such assumption shall be in addition to, and shall
not release the Issuer from, any continuing obligations of the Issuer under this Warrant)
and (B) the obligation to deliver to such Holder such Securities, cash or property as, in
accordance with the foregoing provisions of this subsection (a), such Holder shall be
entitled to receive, and such Person shall have similarly delivered to such Holder an
opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such
Holder, or in the alternative, a written acknowledgement executed by the President or Chief
Financial Officer of the Issuer, stating that this Warrant shall thereafter continue in full
force and effect and the terms hereof (including, without limitation, all of the provisions
of this subsection (a)) shall be applicable to the Securities, cash or property which such
Person may be required to deliver upon any exercise of this Warrant or the exercise of any
rights pursuant hereto.




(b) Stock Dividends, Subdivisions and Combinations. If at any time the Issuer shall:




(i) take a record of the holders of its Common Stock for the purpose of entitling them
to receive a dividend payable in, or other distribution of, shares of Common Stock,




(ii) subdivide its outstanding shares of Common Stock into a larger number of shares of
Common Stock, or




(iii) combine its outstanding shares of Common Stock into a smaller number of shares of
Common Stock,



then (1) the number of shares of Common Stock for which this Warrant is exercisable immediately
after the occurrence of any such event shall be adjusted to equal the number of shares of Common
Stock which a record holder of the same number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the occurrence of such event would own or be entitled to receive
after the happening of such event, and (2) the Warrant Price then in effect shall be adjusted to
equal (A) the Warrant Price then in effect multiplied by the number of shares of Common Stock for
which this Warrant is exercisable immediately prior to the adjustment divided by (B) the number of
shares of Common Stock for which this Warrant is exercisable immediately after such adjustment.



(c) Certain Other Distributions. If at any time the Issuer shall take a record of the
holders of its Common Stock for the purpose of entitling them to receive any dividend or other
distribution of:




(i) cash (other than a cash dividend payable out of earnings or earned surplus legally
available for the payment of dividends under the laws of the jurisdiction of incorporation
of the Issuer),




(ii) any evidences of its indebtedness, any shares of stock of any class or any other
securities or property of any nature whatsoever (other than cash, Common Stock Equivalents
or Additional Shares of Common Stock), or




(iii) any warrants or other rights to subscribe for or purchase any evidences of its
indebtedness, any shares of stock of any class or any other securities or property of any
nature whatsoever (other than cash, Common Stock Equivalents or Additional Shares of Common
Stock),



then (1) the number of shares of Common Stock for which this Warrant is exercisable shall be
adjusted to equal the product of the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to such adjustment multiplied by a fraction (A) the numerator of
which shall be the Per Share Market Value of Common Stock at the date of taking such record and (B)
the denominator of which shall be such Per Share Market Value minus the amount allocable to one
share of Common Stock of any such cash so distributable and of the fair value (as determined in
good faith by the Board of Directors of the Issuer and supported by an opinion from an investment
banking firm of recognized national standing acceptable to (but not affiliated with) the Holder) of
any and all such evidences of indebtedness, shares of stock, other securities or property or
warrants or other subscription or purchase rights so distributable, and (2) the Warrant Price then
in effect shall be adjusted to equal (A) the Warrant Price then in effect multiplied by the number
of shares of Common Stock for which this Warrant is exercisable immediately prior to the adjustment
divided by (B) the number of shares of Common Stock for which this Warrant is exercisable
immediately after such adjustment. A reclassification of the Common Stock (other than a change in
par value, or from par value to no par value or from no par value to par value) into shares of
Common Stock and shares of any other class of stock shall be deemed a distribution by the Issuer to
the holders of its Common Stock of such shares of such other class of stock within the meaning of
this Section 4(c) and, if the outstanding shares of Common Stock shall be changed into a larger or
smaller number of shares of Common Stock as a part of such reclassification, such change shall be
deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock
within the meaning of Section 4(b).



(d) Issuance of Additional Shares of Common Stock. In the event the Issuer shall at
any time issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing
subsections (b) through (c) of this Section 4), at a price per share less than the Per Share Market
Value on the date of such issuance or without consideration, then the Warrant Price upon each such
issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect
by a fraction:



(A) the numerator of which shall be equal to the sum of (x) the number of shares of
Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common
Stock plus (y) the number of shares of Common Stock which the aggregate consideration for
the total number of such Additional Shares of Common Stock so issued would purchase at a price per
share equal to the Warrant Price then in effect, and



(B) the denominator of which shall be equal to the number of shares of Outstanding Common
Stock immediately after the issuance of such Additional Shares of Common Stock.



(e) Issuance of Warrants or Other Rights. If at any time the Issuer shall take a
record of the holders of its Common Stock for the purpose of entitling them to receive a
distribution of, or shall in any manner (whether directly or by assumption in a merger in which the
Issuer is the surviving corporation) issue or sell, any Common Stock Equivalents (or issue any
warrant or other rights therefor), whether or not the rights to exchange or convert thereunder are
immediately exercisable, and the price per share for which Common Stock is issuable upon the
exercise of such Common Stock Equivalents (or any warrant or other rights therefor) shall be less
than the Warrant Price in effect immediately prior to the time of such issue or sale, then the
number of shares for which this Warrant is exercisable and the Warrant Price then in effect shall
be adjusted as provided in Section 4(d) on the basis that the maximum number of Additional Shares
of Common Stock issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any
warrant or other rights therefor) shall be deemed to have been issued and outstanding and the
Issuer shall have received all of the consideration payable therefor, if any, as of the date of the
actual issuance of such warrants or other rights. No adjustments of the Warrant Price then in
effect or the number of Warrant Shares for which this Warrant is exercisable shall be made upon the
actual issue of such Common Stock or of such Common Stock Equivalents upon exercise of such
warrants or other rights or upon the actual issue of such Common Stock upon such conversion or
exchange of such Common Stock Equivalents.



(f) Issuance of Common Stock Equivalents. If at any time the Issuer shall issue or
sell any Common Stock Equivalents, whether or not the rights to exchange or convert thereunder are
immediately exercisable, and the aggregate price per share for which Common Stock is issuable upon
such conversion or exchange plus the consideration received by the Issuer for issuance of such
Common Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such
Common Stock Equivalent shall be less than the Warrant Price in effect immediately prior to the
time of such issue or sale, then the Warrant Price then in effect shall be adjusted as provided in
Section 4(d). No further adjustment of the Warrant Price then in effect shall be made under this
Section 4(f) upon the issuance of any Common Stock Equivalents which are issued pursuant to the
exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment
shall previously have been made upon the issuance of such warrants or other rights pursuant to
Section 4(e). No further adjustments of the Warrant Price then in effect shall be made upon the
actual issue of such Common Stock upon conversion or exchange of such Common Stock Equivalents.



(g) Superseding Adjustment. If, at any time after any adjustment of the number of
shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect
shall have been made pursuant to Section 4(e) or Section 4(f) as the result of any issuance of
warrants, other rights or Common Stock Equivalents, and (i) such warrants or other rights, or the
right of conversion or exchange in such other Common Stock Equivalents, shall expire, and all or a
portion of such warrants or other rights, or the right of conversion or exchange with respect to
all or a portion of such other Common Stock Equivalents, as the case may be shall not have been
exercised, or (ii) the consideration per share for which shares of Common Stock are issuable
pursuant to such Common Stock Equivalents, shall be increased solely by virtue of provisions
therein contained for an automatic increase in such consideration per share upon the occurrence of
a specified date or event, then for each outstanding Warrant such previous adjustment shall be
rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been
issued by virtue of the computation made in connection with the adjustment so rescinded and
annulled shall no longer be deemed to have been issued by virtue of such computation. Upon the
occurrence of an event set forth in this Section 4(g) above, there shall be a recomputation made of
the effect of such Common Stock Equivalents on the basis of: (i) treating the number of Additional
Shares of Common Stock or other property, if any, theretofore actually issued or issuable pursuant
to the previous exercise of any such warrants or other rights or any such right of conversion or
exchange, as having been issued on the date or dates of any such exercise and for the consideration
actually received and receivable therefor, and (ii) treating any such Common Stock Equivalents
which then remain outstanding as having been granted or issued immediately after the time of such
increase of the consideration per share for which shares of Common Stock or other property are
issuable under such Common Stock Equivalents; whereupon a new adjustment of the number of shares of
Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be
made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.



(h) Purchase of Common Stock by the Issuer. If the Issuer at any time while this
Warrant is outstanding shall, directly or indirectly through a Subsidiary or otherwise, purchase,
redeem or otherwise acquire any shares of Common Stock at a price per share greater than the Per
Share Market Value, then the Warrant Price upon each such purchase, redemption or acquisition shall
be adjusted to that price determined by multiplying such Warrant Price by a fraction (i) the
numerator of which shall be the number of shares of Outstanding Common Stock immediately prior to
such purchase, redemption or acquisition minus the number of shares of Common Stock which the
aggregate consideration for the total number of such shares of Common Stock so purchased, redeemed
or acquired would purchase at the Per Share Market Value; and (ii) the denominator of which shall
be the number of shares of Outstanding Common Stock immediately after such purchase, redemption or
acquisition. For the purposes of this subsection (h), the date as of which the Per Share Market
Price shall be computed shall be the earlier of (x) the date on which the Issuer shall enter into a
firm contract for the purchase, redemption or acquisition of such Common Stock, or (y) the date of
actual purchase, redemption or acquisition of such Common Stock. For the purposes of this
subsection (h), a purchase, redemption or acquisition of a Common Stock Equivalent shall be deemed
to be a purchase of the underlying Common Stock, and the computation herein required shall be made
on the basis of the full exercise, conversion or exchange of such Common Stock Equivalent on the
date as of which such computation is required hereby to be made, whether or not such Common Stock
Equivalent is actually exercisable, convertible or exchangeable on such date.



(i) Organic Change Transaction by the Issuer. In the event (i) the Issuer enters into
a definitive agreement relating to any transaction in which the Issuer issues in excess of forty
percent (40%) of its Common Stock outstanding or enters into a transaction resulting in a Change of
Control (an “Organic Change Transaction”), and (ii) the Per Share Market Value is less than
the Warrant Price, the Warrant Price shall be reduced to one hundred ten percent (110%) of the
average of the five (5) lowest closing bid prices for the ten (10) Trading Days following the
Organic Change Transaction. This Section 4(i) shall only apply to the first Organic Change
Transaction occurring within twelve (12) months of the issuance date of this Warrant.



(j) Other Provisions applicable to Adjustments under this Section. The following
provisions shall be applicable to the making of adjustments of the number of shares of Common Stock
for which this Warrant is exercisable and the Warrant Price then in effect provided for in this
Section 4:



(i) Computation of Consideration. To the extent that any Additional Shares of Common
Stock or any Common Stock Equivalent (or any warrants or other rights therefor) shall be issued for
cash consideration, the consideration received by the Issuer therefor shall be the amount of the
cash received by the Issuer therefor, or, if such Additional Shares of Common Stock or Common Stock
Equivalents are offered by the Issuer for subscription, the subscription price, or, if such
Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers
for public offering without a subscription offering, the initial public offering price (in any such
case subtracting any amounts paid or receivable for accrued interest or accrued dividends and
without taking into account any compensation, discounts or expenses paid or incurred by the Issuer
for and in the underwriting of, or otherwise in connection with, the issuance thereof). In
connection with any merger or consolidation in which the Issuer is the surviving corporation (other
than any consolidation or merger in which the previously outstanding shares of Common Stock of the
Issuer shall be changed to or exchanged for the stock or other securities of another corporation),
the amount of consideration therefor shall be, deemed to be the fair value, as determined
reasonably and in good faith by the Board, of such portion of the assets and business of the
nonsurviving corporation as the Board may determine to be attributable to such shares of Common
Stock or Common Stock Equivalents, as the case may be. The consideration for any Additional Shares
of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the
same shall be the consideration received by the Issuer for issuing such warrants or other rights
plus the additional consideration payable to the Issuer upon exercise of such warrants or other
rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms
of any Common Stock Equivalent shall be the consideration received by the Issuer for issuing
warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the
consideration paid or payable to the Issuer in respect of the subscription for or purchase of such
Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer upon the
exercise of the right of conversion or exchange in such Common Stock Equivalents. In the event of
any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or
in which the previously outstanding shares of Common Stock of the Issuer shall be changed into or
exchanged for the stock or other securities of another corporation, or in the event of any sale of
all or substantially all of the assets of the Issuer for stock or other securities of any
corporation, the Issuer shall be deemed to have issued a number of shares of its Common Stock for
stock or securities or other property of the other corporation computed on the basis of the actual
exchange ratio on which the transaction was predicated, and for a consideration equal to the fair
market value on the date of such transaction of all such stock or securities or other property of
the other corporation. In the event any consideration received by the Issuer for any securities
consists of property other than cash, the fair market value thereof at the time of issuance or as
otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock
is issued with other shares or securities or other assets of the Issuer for consideration which
covers both, the consideration computed as provided in this Section 4(j)(i) shall be allocated
among such securities and assets as determined in good faith by the Board.



(ii) When Adjustments to Be Made. The adjustments required by this Section 4 shall be
made whenever and as often as any specified event requiring an adjustment shall occur, except that
any adjustment of the number of shares of Common Stock for which this Warrant is exercisable that
would otherwise be required may be postponed (except in the case of a subdivision or combination of
shares of the Common Stock, as provided for in Section 4(b)) up to, but not beyond the date of
exercise if such adjustment either by itself or with other adjustments not previously made adds or
subtracts less than one percent (1%) of the shares of Common Stock for which this Warrant is
exercisable immediately prior to the making of such adjustment. Any adjustment representing a
change of less than such minimum amount (except as aforesaid) which is postponed shall be carried
forward and made as soon as such adjustment, together with other adjustments required by this
Section 4 and not previously made, would result in a minimum adjustment or on the date of exercise.
For the purpose of any adjustment, any specified event shall be deemed to have occurred at the
close of business on the date of its occurrence.



(iii) Fractional Interests. In computing adjustments under this Section 4, fractional
interests in Common Stock shall be taken into account to the nearest one one-hundredth
(1/100th) of a share.



(iv) When Adjustment Not Required. If the Issuer shall take a record of the holders
of its Common Stock for the purpose of entitling them to receive a dividend or distribution or
subscription or purchase rights and shall, thereafter and before the distribution to stockholders
thereof, legally abandon its plan to pay or deliver such dividend, distribution, subscription or
purchase rights, then thereafter no adjustment shall be required by reason of the taking of such
record and any such adjustment previously made in respect thereof shall be rescinded and annulled.



(j) Form of Warrant after Adjustments. The form of this Warrant need not be changed
because of any adjustments in the Warrant Price or the number and kind of Securities purchasable
upon the exercise of this Warrant.



(k) Escrow of Warrant Stock. If after any property becomes distributable pursuant to
this Section 4 by reason of the taking of any record of the holders of Common Stock, but prior to
the occurrence of the event for which such record is taken, and the Holder exercises this Warrant,
any shares of Common Stock issuable upon exercise by reason of such adjustment shall be deemed the
last shares of Common Stock for which this Warrant is exercised (notwithstanding any other
provision to the contrary herein) and such shares or other property shall be held in escrow for the
Holder by the Issuer to be issued to the Holder upon and to the extent that the event actually
takes place, upon payment of the current Warrant Price. Notwithstanding any other provision to the
contrary herein, if the event for which such record was taken fails to occur or is rescinded, then
such escrowed shares shall be cancelled by the Issuer and escrowed property returned.



5. Notice of Adjustments. Whenever the Warrant Price or Warrant Share Number shall be
adjusted pursuant to Section 4 hereof (for purposes of this Section 5, each an “adjustment”), the
Issuer shall cause its Chief Financial Officer to prepare and execute a certificate setting forth,
in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method
by which such adjustment was calculated (including a description of the basis on which the Board
made any determination hereunder), and the Warrant Price and Warrant Share Number after giving
effect to such adjustment, and shall cause copies of such certificate to be delivered to the Holder
of this Warrant promptly after each adjustment. Any dispute between the Issuer and the Holder of
this Warrant with respect to the matters set forth in such certificate may at the option of the
Holder of this Warrant be submitted to one of the national accounting firms currently known as the
“big four” selected by the Holder; provided that the Issuer shall have ten (10) days after
receipt of notice from such Holder of its selection of such firm to object thereto, in which case
such Holder shall select another such firm and the Issuer shall have no such right of objection.
The firm selected by the Holder of this Warrant as provided in the preceding sentence shall be
instructed to deliver a written opinion as to such matters to the Issuer and such Holder within
thirty (30) days after submission to it of such dispute. Such opinion shall be final and binding
on the parties hereto. The expenses of such firm in making such determination shall be paid by the
Issuer, in the event the Holder’s calculation was correct, or by the Holder, in the event the
Issuer’s calculation was correct, or equally by the Issuer and the Holder in the event that neither
the Issuer’s or the Holder’s calculation was correct.



6. Fractional Shares. No fractional shares of Warrant Stock will be issued in
connection with any exercise hereof, but in lieu of such fractional shares, the Issuer shall make a
cash payment therefor equal in amount to the product of the applicable fraction multiplied by the
Per Share Market Value then in effect.



7. Ownership Cap and Certain Exercise Restriction. Notwithstanding anything to the
contrary set forth in this Warrant, at no time may a Holder of this Warrant exercise this Warrant
if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when
aggregated with all other shares of Common Stock owned by such Holder at such time, the number of
shares of Common Stock which would result in such Holder beneficially owning (as determined in
accordance with Section 13(d) of the Exchange Act and the rules thereunder) more than 9.9% of all
of the Common Stock outstanding at such time; provided, however, that upon the
Holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to Section 12
hereof) (the “Waiver Notice”) that such Holder would like to waive this Section 7 with
regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7
will be of no force or effect with regard to all or a portion of the Warrant referenced in the
Waiver Notice; provided, further, that this provision shall be of no further force
or effect during the sixty-one (61) days immediately preceding the expiration of the term of this
Warrant.



8. Definitions. For the purposes of this Warrant, the following terms have the
following meanings:




"Additional Shares of Common Stock” means all shares of Common Stock issued by
the Issuer after the Original Issue Date, and all shares of Other Common, if any, issued by
the Issuer after the Original Issue Date, except (i) the Issuer’s issuance of Common Stock
and warrants therefor in connection with a merger and/or acquisition or consolidation, (ii)
the issuance of shares of Common Stock or warrants therefor in connection with bona fide
strategic license agreements or other partnering arrangements so long as such issuances are
not for the purpose of raising capital, (iii) the Issuer’s issuance of Common Stock or the
issuance or grants of options to purchase Common Stock pursuant to the Issuer’s stock option
plans and employee stock purchase plans, consultant stock plans or other arrangement duly
adopted by a majority of the non-employee members of the Board of Directors of the Issuer or
a majority of the members of a committee of non-employee directors established for such
purpose outstanding as they now exist on the issuance date of this Warrant, (iv) the
Issuer’s issuance of Common Stock or any securities convertible, exercisable or exchangeable
into Common Stock, including convertible debt securities in connection with bona fide firm
underwritten public offerings of its securities, (v) the issuance of Common Stock upon the
exercise or conversion of any securities outstanding on the issuance date of this Warrant,
and (vi) the Other Warrants.




"Certificate of Incorporation” means the Certificate of Incorporation of the
Issuer as in effect on the Original Issue Date, and as hereafter from time to time amended,
modified, supplemented or restated in accordance with the terms hereof and thereof and
pursuant to applicable law.




"Board” shall mean the Board of Directors of the Issuer.




"Capital Stock” means and includes (i) any and all shares, interests,
participations or other equivalents of or interests in (however designated) corporate stock,
including, without limitation, shares of preferred or preference stock, (ii) all partnership
interests (whether general or limited) in any Person which is a partnership, (iii) all
membership interests or limited liability company interests in any limited liability
company, and (iv) all equity or ownership interests in any Person of any other type.




“Change of Control” means the acquisition by a third party of greater than
fifty percent (50%) of the voting rights of the Issuer’s Common Stock in one or a series of
related transactions in which the Issuer is not the surviving entity.




"Common Stock” means the Common Stock, par value $0.0001 per share, of the
Issuer and any other Capital Stock into which such stock may hereafter be changed.




"Common Stock Equivalent” means any Convertible Security or warrant, option or
other right to subscribe for or purchase any Additional Shares of Common Stock or any
Convertible Security.




"Convertible Securities” means evidences of Indebtedness, shares of Capital
Stock or other Securities which are or may be at any time convertible into or exchangeable
for Additional Shares of Common Stock. The term “Convertible Security” means one of the
Convertible Securities.




"Governmental Authority” means any governmental, regulatory or self-regulatory
entity, department, body, official, authority, commission, board, agency or instrumentality,
whether federal, state or local, and whether domestic or foreign.




"Holder” means the Person who holds this Warrant. The term “Holders” means one
of the Persons who shall from time to time hold this Warrant.




"Independent Appraiser” means a nationally recognized or major regional
investment banking firm or firm of independent certified public accountants of recognized
standing (which may be the firm that regularly examines the financial statements of the
Issuer) that is regularly engaged in the business of appraising the Capital Stock or assets
of corporations or other entities as going concerns, and which is not affiliated with either
the Issuer or the Holder of any Warrant.




"Issuer” means P-Com, Inc., a Delaware corporation, and its successors and
assigns.




"Majority Holders” means at any time the Holders of Warrants exercisable for a
majority of the shares of Warrant Stock issuable under the Warrants at the time outstanding.




"Original Issue Date” means March 31, 2005.




"OTC Bulletin Board” means the over-the-counter electronic bulletin board.




"Other Common” means any other Capital Stock of the Issuer of any class which
shall be authorized at any time after the date of this Warrant (other than Common Stock) and
which shall have the right to participate in the distribution of earnings and assets of the
Issuer without limitation as to amount.




"Other Warrants” means the warrants to purchase shares of Common Stock issued
to the other Purchasers pursuant to the Purchase Agreement.




“Outstanding Common Stock” means, at any given time, the aggregate amount of
outstanding shares of Common Stock, assuming full exercise, conversion or exchange (as
applicable) of all options, warrants and other Securities which are convertible into or
exercisable or exchangeable for, and any right to subscribe for, shares of Common Stock that
are outstanding at such time.




"Person” means an individual, corporation, limited liability company,
partnership, joint stock company, trust, unincorporated organization, joint venture,
Governmental Authority or other entity of whatever nature.




"Per Share Market Value” means on any particular date (a) the closing bid price
for a share of Common Stock in the over-the-counter market, as reported by the OTC Bulletin
Board or in the National Quotation Bureau Incorporated or similar organization or agency
succeeding to its functions of reporting prices) at the close of business on such date, or
(b) if the Common Stock is not then reported by the OTC Bulletin Board or the National
Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions
of reporting prices), then the average of the “Pink Sheet” quotes for the relevant
conversion period, as determined in good faith by the holder, or (c) if the Common Stock is
not then publicly traded, then the fair market value of a share of Common Stock as
determined by the Board in good faith; provided, however, that the Majority
Holders, after receipt of the determination by the Board, shall have the right to select,
jointly with the Issuer, an Independent Appraiser, in which case, the fair market value
shall be the determination by such Independent Appraiser; and provided,
further that all determinations of the Per Share Market Value shall be appropriately
adjusted for any stock dividends, stock splits or other similar transactions during such
period. The determination of fair market value shall be based upon the fair market value of
the Issuer determined on a going concern basis as between a willing buyer and a willing
seller and taking into account all relevant factors determinative of value, and shall be
final and binding on all parties. In determining the fair market value of any shares of
Common Stock, no consideration shall be given to any restrictions on transfer of the Common
Stock imposed by agreement or by federal or state securities laws, or to the existence or
absence of, or any limitations on, voting rights.




"Purchase Agreement” means the Note and Warrant Purchase Agreement dated as of
November 3, 2004, among the Issuer and the Purchasers.




"Purchasers” means the purchasers of the Notes and Warrants issued by the
Issuer pursuant to the Purchase Agreement.




"Securities” means any debt or equity securities of the Issuer, whether now or
hereafter authorized, any instrument convertible into or exchangeable for Securities or a
Security, and any option, warrant or other right to purchase or acquire any Security.
“Security” means one of the Securities.




"Securities Act” means the Securities Act of 1933, as amended, or any similar
federal statute then in effect.




"Subsidiary” means any corporation at least 50% of whose outstanding Voting
Stock shall at the time be owned directly or indirectly by the Issuer or by one or more of
its Subsidiaries, or by the Issuer and one or more of its Subsidiaries.




"Term” has the meaning specified in Section 1 hereof.




"Trading Day” means (a) a day on which the Common Stock is traded on the OTC
Bulletin Board, or (b) if the Common Stock is not traded on the OTC Bulletin Board, a day on
which the Common Stock is quoted in the over-the-counter market as reported by the National
Quotation Bureau Incorporated (or any similar organization or agency succeeding its
functions of reporting prices); provided, however, that in the event that
the Common Stock is not listed or quoted as set forth in (a) or (b) hereof, then Trading Day
shall mean any day except Saturday, Sunday and any day which shall be a legal holiday or a
day on which banking institutions in the State of New York are authorized or required by law
or other government action to close.




"Voting Stock” means, as applied to the Capital Stock of any corporation,
Capital Stock of any class or classes (however designated) having ordinary voting power for
the election of a majority of the members of the Board of Directors (or other governing
body) of such corporation, other than Capital Stock having such power only by reason of the
happening of a contingency.




"Warrants” means the Warrants issued and sold pursuant to the Purchase
Agreement, including, without limitation, this Warrant, and any other warrants of like tenor
issued in substitution or exchange for any thereof pursuant to the provisions of Section
2(c), 2(d) or 2(e) hereof or of any of such other Warrants.




"Warrant Price” initially means U.S. $1.50, as such price may be adjusted from
time to time as shall result from the adjustments specified in this Warrant, including
Section 4 hereto.




"Warrant Share Number” means at any time the aggregate number of shares of
Warrant Stock which may at such time be purchased upon exercise of this Warrant, after
giving effect to all prior adjustments and increases to such number made or required to be
made under the terms hereof.




"Warrant Stock” means Common Stock issuable upon exercise of any Warrant or
Warrants or otherwise issuable pursuant to any Warrant or Warrants.




9. Other Notices. In case at any time:




	 	(A)	 	the Issuer shall make any
distributions to the holders of Common Stock; or






	 	(B)	 	the Issuer shall authorize the
granting to all holders of its Common Stock of rights to
subscribe for or purchase any shares of Capital Stock of any
class or other rights; or






	 	(C)	 	there shall be any
reclassification of the Capital Stock of the Issuer; or






	 	(D)	 	there shall be any capital
reorganization by the Issuer; or






	 	(E)	 	there shall be any (i)
consolidation or merger involving the Issuer or (ii) sale,
transfer or other disposition of all or substantially all of the
Issuer’s property, assets or business (except a merger or other
reorganization in which the Issuer shall be the surviving
corporation and its shares of Capital Stock shall continue to be
outstanding and unchanged and except a consolidation, merger,
sale, transfer or other disposition involving a wholly-owned
Subsidiary); or






	 	(F)	 	there shall be a voluntary or
involuntary dissolution, liquidation or winding-up of the Issuer
or any partial liquidation of the Issuer or distribution to
holders of Common Stock;





then, in each of such cases, the Issuer shall give written notice to the Holder of the date on
which (i) the books of the Issuer shall close or a record shall be taken for such dividend,
distribution or subscription rights or (ii) such reorganization, reclassification, consolidation,
merger, disposition, dissolution, liquidation or winding-up, as the case may be, shall take place.
Such notice also shall specify the date as of which the holders of Common Stock of record shall
participate in such dividend, distribution or subscription rights, or shall be entitled to exchange
their certificates for Common Stock for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or
winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the
action in question and not less than ten (10) days prior to the record date or the date on which
the Issuer’s transfer books are closed in respect thereto. This Warrant entitles the Holder to
receive copies of all financial and other information distributed or required to be distributed to
the holders of the Common Stock.



10. Amendment and Waiver. Any term, covenant, agreement or condition in this Warrant
may be amended, or compliance therewith may be waived (either generally or in a particular instance
and either retroactively or prospectively), by a written instrument or written instruments executed
by the Issuer and the Majority Holders; provided, however, that no such amendment
or waiver shall reduce the Warrant Share Number, increase the Warrant Price, shorten the period
during which this Warrant may be exercised or modify any provision of this Section 10 without the
consent of the Holder of this Warrant.



11. Governing Law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY OF ITS PRINCIPLES OF CONFLICTS OF
LAW WHICH WOULD RESULT IN THE APPLICATION OF THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION.



12. Notices. Any and all notices or other communications or deliveries required or
permitted to be provided hereunder shall be in writing and shall be deemed given and effective on
the earlier of (i) the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile telephone number specified for notice prior to 5:00 p.m., eastern time,
on a Trading Day, (ii) the Trading Day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile telephone number specified for notice
later than 5:00 p.m., eastern time, on any date and earlier than 11:59 p.m., eastern time, on such
date, (iii) the Trading Day following the date of mailing, if sent by nationally recognized
overnight courier service or (iv) actual receipt by the party to whom such notice is required to be
given. The addresses for such communications shall be with respect to the Holder of this Warrant
or of Warrant Stock issued pursuant hereto, addressed to such Holder at its last known address or
facsimile number appearing on the books of the Issuer maintained for such purposes, or with respect
to the Issuer, addressed to:




P-Com, Inc.


3175 S. Winchester Boulevard


Campbell, CA 95008


Attention: General Counsel


Tel. No.: (408) 866-3666


Fax No.: (408) 874-4478



	 	 	 
	with copies (which copies

shall not constitute notice

to the Issuer) to:

	 	



Sheppard Mullin Richter & Hampton LLP

800 Anacapa Street

Santa Barbara, CA 93101

Attention: Thomas Hopkins

Tel. No.: (805) 879-1813

Fax No.: (805) 568-1955







Copies of notices to the Holder shall be sent to Jenkens & Gilchrist Parker Chapin LLP, 405
Lexington Avenue, New York, New York 10174, Attention: Christopher S. Auguste, Facsimile No.:
(212) 704-6288. Any party hereto may from time to time change its address for notices by giving at
least ten (10) days written notice of such changed address to the other party hereto.



13. Warrant Agent. The Issuer may, by written notice to each Holder of this Warrant,
appoint an agent having an office in New York, New York for the purpose of issuing shares of
Warrant Stock on the exercise of this Warrant pursuant to subsection (b) of Section 2 hereof,
exchanging this Warrant pursuant to subsection (d) of Section 2 hereof or replacing this Warrant
pursuant to subsection (d) of Section 3 hereof, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at such office by such agent.



14. Remedies. The Issuer stipulates that the remedies at law of the Holder of this
Warrant in the event of any breach or threatened breach by the Issuer in the performance of or
compliance with any of the terms or provisions of this Warrant are not and will not be adequate and
that, to the fullest extent permitted by law, such terms or provisions may be specifically enforced
by a decree for the specific performance of any agreement contained herein or by an injunction
against a violation of any of the terms or provisions hereof or otherwise.



15. Successors and Assigns. This Warrant and the rights evidenced hereby shall inure
to the benefit of and be binding upon the successors and assigns of the Issuer, the Holder hereof
and (to the extent provided herein) the Holders of Warrant Stock issued pursuant hereto, and shall
be enforceable by any such Holder or Holders of Warrant Stock.



16. Severability. If, in any action before any court or agency legally empowered to
enforce any provision contained herein, any provision hereof is found to be unenforceable, then
such provision shall be deemed modified to the extent necessary to make it enforceable by such
court or agency. If any such provision is not enforceable as set forth in the preceding sentence,
the unenforceability of such provision shall not affect the other provisions of this Warrant, but
this Warrant shall be construed as if such unenforceable provision had never been contained herein.



17. Headings. The headings of the Sections of this Warrant are for convenience of
reference only and shall not, for any purpose, be deemed a part of this Warrant and shall not
influence the construction or interpretation of this Warrant.



1



IN WITNESS WHEREOF, the Issuer has executed this Warrant as of the day and year first above
written.




P-COM, INC.




By: /s/ Daniel W. Rumsey




	 	 	 	Name: Daniel W. Rumsey

Title: Chief Restructuring Officer





2




EXERCISE FORM

WARRANT




P-COM, INC.




The undersigned      , pursuant to the provisions of the within Warrant, hereby elects to
purchase      shares of Common Stock of      covered by the within Warrant.



	 	 	 	 	 	 	 	 	 
	Dated: _________________
	 	Signature            
	 	 	—	 
	 
	 	Address              
	 	 	—	 








     



ASSIGNMENT




FOR VALUE RECEIVED,      hereby sells, assigns and transfers unto      
the within Warrant and all rights evidenced thereby and does irrevocably constitute and appoint
     , attorney, to transfer the said Warrant on the books of the within named corporation.



	 	 	 	 	 	 	 	 	 
	Dated: _________________
	 	Signature            
	 	 	—	 
	 
	 	Address              
	 	 	—	 








     



PARTIAL ASSIGNMENT




FOR VALUE RECEIVED,      hereby sells, assigns and transfers unto      
the right to purchase      shares of Warrant Stock evidenced by the within Warrant together
with all rights therein, and does irrevocably constitute and appoint      , attorney,
to transfer that part of the said Warrant on the books of the within named corporation.



	 	 	 	 	 	 	 	 	 
	Dated: _________________
	 	Signature            
	 	 	—	 
	 
	 	Address              
	 	 	—	 








     



FOR USE BY THE ISSUER ONLY:




This Warrant No. W-     canceled (or transferred or exchanged) this      day of      ,      ,
shares of Common Stock issued therefor in the name of      , Warrant No. W-     issued
for      shares of Common Stock in the name of      .




3