EX-10.2








REGISTRATION RIGHTS AGREEMENT




This Registration Rights Agreement (this “Agreement”) is made and entered into as of
November 3, 2004, by and among P-Com, Inc., a Delaware corporation (the “Company”), and the
purchasers listed on Schedule I hereto (the “Purchasers”).



This Agreement is being entered into pursuant to the Note and Warrant Purchase Agreement dated
as of the date hereof among the Company and the Purchasers (the “Purchase Agreement”).




The Company and the Purchasers hereby agree as follows:




1. Definitions.



Capitalized terms used and not otherwise defined herein shall have the meanings given such
terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the
following meanings:




"Advice” shall have meaning set forth in Section 3(m).



"Affiliate” means, with respect to any Person, any other Person that directly or
indirectly controls or is controlled by or under common control with such Person. For the purposes
of this definition, “control,” when used with respect to any Person, means the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities, by contract or otherwise; and the
terms of “affiliated,” “controlling” and “controlled” have meanings
correlative to the foregoing.




"Board” shall have meaning set forth in Section 3(n).



"Business Day” means 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 generally are
authorized or required by law or other government actions to close.



"Closing Date” means the date of the Initial Closing of the purchase and sale of the
Notes and Warrants pursuant to the Purchase Agreement.




"Commission” means the Securities and Exchange Commission.




"Common Stock” means the Company’s Common Stock, par value $0.0001 per share.



"Effectiveness Date” means with respect to the Registration Statement the earlier of
the one hundred twentieth (120th) day following the Closing Date or the date which is
within three (3) calendar days of the date the Commission informs the Company that the Commission
(i) will not review the Registration Statement or (ii) that the Company may request the
acceleration of the effectiveness of the Registration Statement and the Company makes such request.




"Effectiveness Period” shall have the meaning set forth in Section 2.




"Event” shall have the meaning set forth in Section 7(d).




"Event Date” shall have the meaning set forth in Section 7(d).




"Exchange Act” means the Securities Exchange Act of 1934, as amended.




"Filing Date” means the forty-fifth (45th) day following the Closing Date.



"Holder” or “Holders” means the holder or holders, as the case may be, from
time to time of Registrable Securities.




"Indemnified Party” shall have the meaning set forth in Section 5(c).




"Indemnifying Party” shall have the meaning set forth in Section 5(c).




"Losses” shall have the meaning set forth in Section 5(a).



"Person” means an individual or a corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint stock company,
government (or an agency or political subdivision thereof) or other entity of any kind.



"Proceeding” means an action, claim, suit, investigation or proceeding (including,
without limitation, an investigation or partial proceeding, such as a deposition), whether
commenced or threatened.



"Prospectus” means the prospectus included in the Registration Statement (including,
without limitation, a prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A promulgated under
the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the
terms of the offering of any portion of the Registrable Securities covered by the Registration
Statement, and all other amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference in such Prospectus.



"Registrable Securities” means (i) the six million (6,000,000) shares of Common Stock
issuable upon the payment by the Company of the principal and accrued interest under the Notes and
(iii) the shares of Common Stock issuable upon exercise of the Warrants.



"Registration Statement” means the registration statements and any additional
registration statements contemplated by Section 2, including (in each case) the Prospectus,
amendments and supplements to such registration statement or Prospectus, including pre- and
post-effective amendments, all exhibits thereto, and all material incorporated by reference in such
registration statement.



"Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such Rule.



"Rule 158” means Rule 158 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such Rule.



"Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such Rule.




"Securities Act” means the Securities Act of 1933, as amended.



"Special Counsel” means one special counsel to the Holders, for which the Holders will
be reimbursed by the Company pursuant to Section 4.




2. Resale Registration.



On or prior to the Filing Date the Company shall prepare and file with the Commission a
“resale” Registration Statement covering all Registrable Securities for an offering to be made on a
continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-2 (except if
the Company is not then eligible to register for resale the Registrable Securities on Form S-2, in
which case such registration shall be on another appropriate form in accordance herewith). The
Company shall (i) not permit any securities other than the Registrable Securities to be included in
the Registration Statement and (ii) use its reasonable best efforts to cause the Registration
Statement to be declared effective under the Securities Act as promptly as possible after the
filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration
Statement continuously effective under the Securities Act until such date as is the earlier of (x)
the date when all Registrable Securities covered by such Registration Statement have been sold or
(y) the date on which the Registrable Securities may be sold without any restriction pursuant to
Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter,
addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”).




3. Registration Procedures.




In connection with the Company’s registration obligations hereunder, the Company shall:



(a) Prepare and file with the Commission on or prior to the Filing Date, a Registration
Statement on Form S-2 (or if the Company is not then eligible to register for resale the
Registrable Securities on Form S-2 such registration shall be on another appropriate form in
accordance herewith) in accordance with the method or methods of distribution thereof as specified
by the Holders (except if otherwise directed by the Holders), and use its reasonable best efforts
to cause the Registration Statement to become effective and remain effective as provided herein;
provided, however, that not less than five (5) Business Days prior to the filing of
the Registration Statement or any related Prospectus or any amendment or supplement thereto
(including any document that would be incorporated therein by reference), the Company shall (i)
furnish to the Special Counsel, copies of all such documents proposed to be filed, which documents
(other than those incorporated by reference) will be subject to the review of such Special Counsel,
and (ii) cause its officers and directors, counsel and independent certified public accountants to
respond to such inquiries as shall be necessary, in the reasonable opinion of Special Counsel, to
conduct a reasonable investigation within the meaning of the Securities Act. Unless otherwise
advised by outside counsel to the Company, the Company shall not file the Registration Statement or
any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of
the Registrable Securities or the Special Counsel shall reasonably object in writing within three
(3) Business Days of their receipt thereof.



(b) (i) Prepare and file with the Commission such amendments, including post-effective
amendments, to the Registration Statement as may be necessary to keep the Registration Statement
continuously effective as to the applicable Registrable Securities for the Effectiveness Period and
prepare and file with the Commission such additional Registration Statements in order to register
for resale under the Securities Act all of the Registrable Securities; (ii) cause the related
Prospectus to be amended or supplemented by any required Prospectus supplement, and as so
supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force)
promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later
than ten (10) Business Days, to any comments received from the Commission with respect to the
Registration Statement or any amendment thereto and as promptly as possible provide the Holders
true and complete copies of all correspondence from and to the Commission relating to the
Registration Statement; and (iv) comply in all material respects with the provisions of the
Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities
covered by the Registration Statement during the applicable period in accordance with the intended
methods of disposition by the Holders thereof set forth in the Registration Statement as so amended
or in such Prospectus as so supplemented.



(c) Notify the Holders of Registrable Securities to be sold and any Special Counsel as
promptly as possible (and, in the case of (i)(A) below, not less than five (5) days prior to such
filing) and (if requested by any such Person) confirm such notice in writing no later than one (1)
Business Day following the day (i)(A) when a Prospectus or any Prospectus supplement or
post-effective amendment to the Registration Statement is filed; (B) when the Commission notifies
the Company whether there will be a “review” of such Registration Statement and whenever the
Commission comments in writing on such Registration Statement and (C) with respect to the
Registration Statement or any post-effective amendment, when the same has become effective; (ii) of
any request by the Commission or any other Federal or state governmental authority for amendments
or supplements to the Registration Statement or Prospectus or for additional information; (iii) of
the issuance by the Commission of any stop order suspending the effectiveness of the Registration
Statement covering any or all of the Registrable Securities or the initiation of any Proceedings
for that purpose; (iv) if at any time any of the representations and warranties of the Company
contained in any agreement contemplated hereby ceases to be true and correct in all material
respects; (v) of the receipt by the Company of any notification with respect to the suspension of
the qualification or exemption from qualification of any of the Registrable Securities for sale in
any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (vi) of
the occurrence of any event that makes any statement made in the Registration Statement or
Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in
any material respect or that requires any revisions to the Registration Statement, Prospectus or
other documents so that, in the case of the Registration Statement or the Prospectus, as the case
may be, it will not contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.



(d) Use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the
withdrawal of, (i) any order suspending the effectiveness of the Registration Statement or (ii) any
suspension of the qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, at the earliest practicable moment.



(e) If requested by the Holders of a majority in interest of the Registrable Securities, (i)
promptly incorporate in a Prospectus supplement or post-effective amendment to the Registration
Statement such information as the Company reasonably agrees should be included therein and (ii)
make all required filings of such Prospectus supplement or such post-effective amendment as soon as
practicable after the Company has received notification of the matters to be incorporated in such
Prospectus supplement or post-effective amendment.



(f) Furnish to each Holder and the Special Counsel, without charge, at least one conformed
copy of each Registration Statement and each amendment thereto, including financial statements and
schedules, all documents incorporated or deemed to be incorporated therein by reference, and all
exhibits to the extent requested by such Person (including those previously furnished or
incorporated by reference) promptly after the filing of such documents with the Commission.



(g) Promptly deliver to each Holder and the Special Counsel, without charge, as many copies of
the Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement
thereto as such Persons may reasonably request; and the Company hereby consents to the use of such
Prospectus and each amendment or supplement thereto by each of the selling Holders in connection
with the offering and sale of the Registrable Securities covered by such Prospectus and any
amendment or supplement thereto.



(h) Prior to any public offering of Registrable Securities, use its reasonable best efforts to
register or qualify or cooperate with the selling Holders and the Special Counsel in connection
with the registration or qualification (or exemption from such registration or qualification) of
such Registrable Securities for offer and sale under the securities or Blue Sky laws of such
jurisdictions within the United States as any Holder requests in writing, to keep each such
registration or qualification (or exemption therefrom) effective during the Effectiveness Period
and to do any and all other acts or things necessary or advisable to enable the disposition in such
jurisdictions of the Registrable Securities covered by a Registration Statement; provided,
however, that the Company shall not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified or to take any action that would subject it to
general service of process in any such jurisdiction where it is not then so subject or subject the
Company to any material tax in any such jurisdiction where it is not then so subject.



(i) Cooperate with the Holders to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold pursuant to a Registration Statement,
which certificates shall be free of all restrictive legends so long as the Holder has complied with
all applicable securities laws in connection with such sale, including the prospectus delivery
requirements, and to enable such Registrable Securities to be in such denominations and registered
in such names as any Holder may request in writing at least two (2) Business Days prior to any sale
of Registrable Securities.



(j) Upon the occurrence of any event contemplated by Section 3(c)(vi), as promptly as
possible, prepare a supplement or amendment, including a post-effective amendment, to the
Registration Statement or a supplement to the related Prospectus or any document incorporated or
deemed to be incorporated therein by reference, and file any other required document so that, as
thereafter delivered, neither the Registration Statement nor such Prospectus will contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading.



(k) Use its reasonable best efforts to cause all Registrable Securities relating to the
Registration Statement to be listed on the OTC Bulletin Board or any other securities exchange,
quotation system or market, if any, on which similar securities issued by the Company are then
listed as and when required pursuant to the Purchase Agreement.



(l) Comply in all material respects with all applicable rules and regulations of the
Commission and make generally available to its security holders earning statements satisfying the
provisions of Section 11(a) of the Securities Act and Rule 158 not later than 45 days after the end
of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal
year) commencing on the first day of the first fiscal quarter of the Company after the effective
date of the Registration Statement, which statement shall conform to the requirements of Rule 158.



(m) The Company may require each selling Holder to furnish to the Company information
regarding such Holder and the distribution of such Registrable Securities as is required by law to
be disclosed in the Registration Statement, and the Company may exclude from such registration the
Registrable Securities of any such Holder who unreasonably fails to furnish such information within
a reasonable time after receiving such request.



If the Registration Statement refers to any Holder by name or otherwise as the holder of any
securities of the Company, then such Holder shall have the right to require (if such reference to
such Holder by name or otherwise is not required by the Securities Act or any similar federal
statute then in force) the deletion of the reference to such Holder in any amendment or supplement
to the Registration Statement filed or prepared subsequent to the time that such reference ceases
to be required.



Each Holder covenants and agrees that (i) it will not sell any Registrable Securities under
the Registration Statement until it has received copies of the Prospectus as then amended or
supplemented as contemplated in Section 3(g) and notice from the Company that such Registration
Statement and any post-effective amendments thereto have become effective as contemplated by
Section 3(c) and (ii) it and its officers, directors or Affiliates, if any, will comply with the
prospectus delivery requirements of the Securities Act as applicable to them in connection with
sales of Registrable Securities pursuant to the Registration Statement.



Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a
notice from the Company of the occurrence of any event of the kind described in Section 3(c)(ii),
3(c)(iii), 3(c)(iv), 3(c)(v) or 3(c)(vi), such Holder will forthwith discontinue disposition of
such Registrable Securities under the Registration Statement until such Holder’s receipt of the
copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section
3(j), or until it is advised in writing (the “Advice”) by the Company that the use of the
applicable Prospectus may be resumed, and, in either case, has received copies of any additional or
supplemental filings that are incorporated or deemed to be incorporated by reference in such
Prospectus or Registration Statement.



(n) If (i) there is material non-public information regarding the Company which the Company’s
Board of Directors (the “Board”) reasonably determines not to be in the Company’s best
interest to disclose and which the Company is not otherwise required to disclose, or (ii) there is
a significant business opportunity (including, but not limited to, the acquisition or disposition
of assets (other than in the ordinary course of business) or any merger, consolidation, tender
offer or other similar transaction) available to the Company which the Board reasonably determines
not to be in the Company’s best interest to disclose, then the Company may (x) postpone or suspend
filing of a registration statement for a period not to exceed 30 consecutive days or (y) postpone
or suspend effectiveness of a registration statement for a period not to exceed 20 consecutive
days; provided that the Company may not postpone or suspend effectiveness of a registration
statement under this Section 3(n) for more than 45 days in the aggregate during any 12 month
period; provided, however, that no such postponement or suspension shall be
permitted for consecutive 20 day periods arising out of the same set of facts, circumstances or
transactions.




4. Registration Expenses.



All fees and expenses incident to the performance of or compliance with this Agreement by the
Company, except as and to the extent specified in this Section 4, shall be borne by the Company
whether or not the Registration Statement is filed or becomes effective and whether or not any
Registrable Securities are sold pursuant to the Registration Statement. The fees and expenses
referred to in the foregoing sentence shall include, without limitation, (i) all registration and
filing fees (including, without limitation, fees and expenses (A) with respect to filings required
to be made with the OTC Bulletin Board and each other securities exchange or market on which
Registrable Securities are required hereunder to be listed, (B) with respect to filing fees
required to be paid to the National Association of Securities Dealers, Inc. and the NASD
Regulation, Inc. and (C) in compliance with state securities or Blue Sky laws (including, without
limitation, fees and disbursements of counsel for the Holders in connection with Blue Sky
qualifications of the Registrable Securities and determination of the eligibility of the
Registrable Securities for investment under the laws of such jurisdictions as the Holders of a
majority of Registrable Securities may designate)), (ii) printing expenses (including, without
limitation, expenses of printing certificates for Registrable Securities and of printing
prospectuses if the printing of prospectuses is requested by the holders of a majority of the
Registrable Securities included in the Registration Statement), (iii) messenger, telephone and
delivery expenses, (iv) fees and disbursements of counsel for the Company and Special Counsel for
the Holders, in the case of the Special Counsel, to a maximum amount of $5,000, (v) Securities Act
liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all
other Persons retained by the Company in connection with the consummation of the transactions
contemplated by this Agreement, including, without limitation, the Company’s independent public
accountants (including the expenses of any comfort letters or costs associated with the delivery by
independent public accountants of a comfort letter or comfort letters). In addition, the Company
shall be responsible for all of its internal expenses incurred in connection with the consummation
of the transactions contemplated by this Agreement (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties), the expense of any
annual audit, the fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange as required hereunder.




5. Indemnification.



(a) Indemnification by the Company. The Company shall, notwithstanding any
termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors,
agents, brokers (including brokers who offer and sell Registrable Securities as principal as a
result of a pledge or any failure to perform under a margin call of Common Stock), investment
advisors and employees of each of them, each Person who controls any such Holder (within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers,
directors, agents and employees of each such controlling Person, to the fullest extent permitted by
applicable law, from and against any and all losses, claims, damages, liabilities, costs
(including, without limitation, costs of preparation and attorneys’ fees) and expenses
(collectively, “Losses”), as incurred, arising out of or relating to any untrue or alleged
untrue statement of a material fact contained in the Registration Statement, any Prospectus or any
form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or
arising out of or relating to any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein (in the case of any Prospectus or form
of prospectus or supplement thereto, in the light of the circumstances under which they were made)
not misleading, except to the extent, but only to the extent, that (i) such untrue statements or
omissions are based solely upon information regarding such Holder or such other Indemnified Party
furnished in writing to the Company by such Holder expressly for use therein and (ii) that the
foregoing indemnity agreement is subject to the condition that, insofar as it relates to any untrue
statement, allegedly untrue statement, omission or alleged omission made in any preliminary
prospectus but eliminated or remedied in the final prospectus (filed pursuant to Rule 424 of the
Securities Act), such indemnity agreement shall not inure to the benefit of any Holder,
underwriter, broker or other Person acting on behalf of holders of the Registrable Securities, from
whom the Person asserting any loss, claim, damage, liability or expense purchased the Registrable
Securities which are the subject thereof, if a copy of such final prospectus had been made
available to such Person and such Holder, underwriter, broker or other Person acting on behalf of
holders of the Registrable Securities and such final prospectus was not delivered to such Person
with or prior to the written confirmation of the sale of such Registrable Securities to such
Person. The Company shall notify the Holders and the Special Counsel promptly of the institution,
threat or assertion of any Proceeding of which the Company is aware in connection with the
transactions contemplated by this Agreement.



(b) Indemnification by Holders. Each Holder shall, severally and not jointly,
indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person
who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of
the Exchange Act), and the directors, officers, agents and employees of such controlling Persons,
to the fullest extent permitted by applicable law, from and against all Losses (as determined by a
court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred,
arising out of or based upon any untrue statement of a material fact contained in the Registration
Statement, any Prospectus, or any form of prospectus, or arising out of or based upon any omission
of a material fact required to be stated therein or necessary to make the statements therein (in
the case of any Prospectus or form of prospectus or supplement thereto, in the light of the
circumstances under which they were made) not misleading, to the extent, but only to the extent,
that such untrue statement or omission is contained in any information so furnished in writing by
such Holder or other Indemnifying Party to the Company specifically for inclusion in the
Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained
herein, each Holder shall be liable under this Section 5(b) for only that amount as does not exceed
the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such
Registration Statement.



(c) Conduct of Indemnification Proceedings. If any Proceeding shall be brought or
asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such
Indemnified Party promptly shall notify the Person from whom indemnity is sought (the
"Indemnifying Party) in writing, and the Indemnifying Party shall assume the defense
thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and
the payment of all fees and expenses incurred in connection with defense thereof; provided, that
the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party
of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that
it shall be finally determined by a court of competent jurisdiction (which determination is not
subject to appeal or further review) that such failure shall have proximately and materially
adversely prejudiced the Indemnifying Party.



An Indemnified Party shall have the right to employ separate counsel in any such Proceeding
and to participate in the defense thereof, but the fees and expenses of such counsel shall be at
the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in
writing to pay such fees and expenses; or (2) the Indemnifying Party shall have failed promptly to
assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such
Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding
(including any impleaded parties) include both such Indemnified Party and the Indemnifying Party,
and such Indemnified Party shall have been advised by counsel (which shall be reasonably acceptable
to the Indemnifying Party) that a conflict of interest is likely to exist if the same counsel were
to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified
Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the
expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the
defense thereof and such counsel shall be at the expense of the Indemnifying Party). The
Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without
its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, effect any settlement of
any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement
includes an unconditional release of such Indemnified Party from all liability on claims that are
the subject matter of such Proceeding.



All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the
extent incurred in connection with investigating or preparing to defend such Proceeding in a manner
not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten
(10) Business Days of written notice thereof to the Indemnifying Party (regardless of whether it is
ultimately determined that an Indemnified Party is not entitled to indemnification hereunder;
provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse
all such fees and expenses to the extent it is finally judicially determined that such Indemnified
Party is not entitled to indemnification hereunder).



(d) Contribution. If a claim for indemnification under Section 5(a) or 5(b) is
unavailable to an Indemnified Party because of a failure or refusal of a governmental authority to
enforce such indemnification in accordance with its terms (by reason of public policy or
otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in
such proportion as is appropriate to reflect the relative benefits received by the Indemnifying
Party on the one hand and the Indemnified Party on the other from the offering of the Notes and
Warrants. If, but only if, the allocation provided by the foregoing sentence is not permitted by
applicable law, the allocation of contribution shall be made in such proportion as is appropriate
to reflect not only the relative benefits referred to in the foregoing sentence but also the
relative fault, as applicable, of the Indemnifying Party and Indemnified Party in connection with
the actions, statements or omissions that resulted in such Losses as well as any other relevant
equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party
shall be determined by reference to, among other things, whether any action in question, including
any untrue or alleged untrue statement of a material fact or omission or alleged omission of a
material fact, has been taken or made by, or relates to information supplied by, such Indemnifying
Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such action, statement or omission. The amount paid or payable
by a party as a result of any Losses shall be deemed to include, subject to the limitations set
forth in Section 5(c), any reasonable attorneys’ or other reasonable fees or expenses incurred by
such party in connection with any Proceeding to the extent such party would have been indemnified
for such fees or expenses if the indemnification provided for in this Section was available to such
party in accordance with its terms.



The parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 5(d) were determined by pro rata allocation or by any other method of allocation that
does not take into account the equitable considerations referred to in the immediately preceding
paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.



The indemnity and contribution agreements contained in this Section are in addition to any
liability that the Indemnifying Parties may have to the Indemnified Parties. Notwithstanding
anything to the contrary contained herein, the Holders shall be liable under this Section 5(d) for
only that amount as does not exceed the net proceeds to such Holder as a result of the sale of
Registrable Securities pursuant to such Registration Statement.




6. Rule 144.



As long as any Holder owns any Note Payment Shares or Warrant Shares, the Company covenants to
timely file (or obtain extensions in respect thereof and file within the applicable grace period)
all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or
15(d) of the Exchange Act. As long as any Holder owns any Note Payment Shares, if the Company is
not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will
prepare and make publicly available in accordance with Rule 144(c) promulgated under the Securities
Act annual and quarterly financial statements, together with a discussion and analysis of such
financial statements in form and substance substantially similar to those that would otherwise be
required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well
as any other information required thereby, in the time period that such filings would have been
required to have been made under the Exchange Act. The Company further covenants that it will take
such further action as any Holder may reasonably request in writing, all to the extent required
from time to time to enable such Person to sell the Note Payment Shares without registration under
the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under
the Securities Act, including providing any legal opinions relating to such sale pursuant to Rule
144.




7. Miscellaneous.



(a) Remedies. In the event of a breach by the Company or by a Holder, of any of their
obligations under this Agreement, each Holder or the Company, as the case may be, in addition to
being entitled to exercise all rights granted by law and under this Agreement, including recovery
of damages, will be entitled to specific performance of its rights under this Agreement. The
Company and each Holder agree that monetary damages would not provide adequate compensation for any
losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby
further agrees that, in the event of any action for specific performance in respect of such breach,
it shall waive the defense that a remedy at law would be adequate.



(b) No Inconsistent Agreements. Neither the Company nor any of its subsidiaries has,
as of the date hereof entered into and currently in effect, nor shall the Company or any of its
subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. Except as disclosed in Schedule 2.1(c) of
the Purchase Agreement, neither the Company nor any of its subsidiaries has previously entered into
any agreement currently in effect granting any registration rights with respect to any of its
securities to any Person. Without limiting the generality of the foregoing, without the written
consent of the Holders of a majority of the then outstanding Registrable Securities, the Company
shall not grant to any Person the right to request the Company to register any securities of the
Company, under the Securities Act unless the rights so granted are subject in all respects to the
prior rights in full of the Holders set forth herein, and are not otherwise in conflict with the
provisions of this Agreement.



(c) No Piggyback on Registrations. Neither the Company nor any of its security
holders (other than the Holders in such capacity pursuant hereto or as disclosed on Schedule
2.1(c) of the Purchase Agreement) may include securities of the Company in the Registration
Statement, and the Company shall not after the date hereof enter into any agreement providing such
right to any of its securityholders, unless the right so granted is subject in all respects to the
prior rights in full of the Holders set forth herein, and is not otherwise in conflict with the
provisions of this Agreement.



(d) Failure to File Registration Statement and Other Events. The Company and the
Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on
or prior to the Filing Date and not declared effective by the Commission on or prior to the
Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period
or if certain other events occur. The Company and the Holders further agree that it would not be
feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the
Registration Statement is not filed on or prior to the Filing Date, or (B) the Registration
Statement is not declared effective by the Commission on or prior to the Effectiveness Date, or (C)
the Company fails to file with the Commission a request for acceleration in accordance with Rule
461 promulgated under the Securities Act within three Business Days of the date that the Company is
notified (orally or in writing, whichever is earlier) by the Commission that a Registration
Statement will not be “reviewed,” or not subject to further review, or (D) the Registration
Statement is filed with and declared effective by the Commission but thereafter ceases to be
effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness
Period, without being succeeded promptly by a subsequent Registration Statement filed with and
declared effective by the Commission, or (E) the Company has breached Section 3(n), or (F) trading
in the Common Stock shall be suspended or if the Common Stock is delisted from the OTC Bulletin
Board for any reason for more than three Business Days in the aggregate (any such failure or breach
being referred to as an “Event,” and for purposes of clauses (A) and (B) the date on which
such Event occurs, or for purposes of clause (C) the date on which such three Business Day period
is exceeded, or for purposes of clause (D) after more than fifteen Business Days, or for purposes
of clause (F) the date on which such three Business Day period is exceeded, being referred to as
"Event Date”), the Company shall pay an amount in cash as liquidated damages to each Holder
equal to two percent (2%) for the initial thirty day period (or portion thereof) of the principal
amount of the Notes held by such Holder from the Event Date and one-half of one percent (1/2%) for
each thirty (30) day period thereafter or portion thereof until the applicable Event is cured.
Notwithstanding anything to the contrary in this Section 7(d), if (I) any of the Events described
in clauses (A), (B) or (C) shall have occurred, (II) on or prior to the applicable Event Date, the
Company shall have exercised its rights under Section 3(n) hereof and (III) the postponement or
suspension permitted pursuant to such Section 3(n) shall remain effective as of such applicable
Event Date, then the applicable Event Date shall be deemed instead to occur on the second
(2nd) Business Day following the termination of such postponement or suspension.



(e) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, unless the same shall be in writing and
signed by the Company and the Holders of a majority of the Registrable Securities outstanding.



(f) 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., New York City
time, on a Business Day, (ii) the Business 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., New York City time, on any date and earlier than 11:59 p.m., New York City
time, on such date, (iii) the Business 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 each Holder
at its address set forth under its name on Schedule I attached hereto, or with respect to
the Company, 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 Company) 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







or to such other address or addresses or facsimile number or numbers as any such party may most
recently have designated in writing to the other parties hereto by such notice. Copies of notices
to any Holder shall be sent to Jenkens & Gilchrist Parker Chapin LLP, 405 Lexington Avenue, New
York, New York 10174, Attention: Christopher S. Auguste, Tel. No.: (212) 704-6000, Fax No.: (212)
704-6288.



(g) Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and permitted assigns and shall inure to the benefit of
each Holder and its successors and assigns. The Company may not assign this Agreement or any of
its rights or obligations hereunder without the prior written consent of a majority of the Holders.
Each Purchaser may assign its rights hereunder in the manner and to the Persons as permitted under
the Purchase Agreement.



(h) Assignment of Registration Rights. The rights of each Holder hereunder, including
the right to have the Company register for resale Registrable Securities in accordance with the
terms of this Agreement, shall be automatically assignable by each Holder to any Affiliate of such
Holder or any other Holder or Affiliate of any other Holder of all or a portion of the Notes or the
Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to
assign such rights, and a copy of such agreement is furnished to the Company within a reasonable
time after such assignment, (ii) the Company is, within a reasonable time after such transfer or
assignment, furnished with written notice of (a) the name and address of such transferee or
assignee, and (b) the securities with respect to which such registration rights are being
transferred or assigned, (iii) following such transfer or assignment the further disposition of
such securities by the transferee or assignees is restricted under the Securities Act and
applicable state securities laws, (iv) at or before the time the Company receives the written
notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing
with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer
shall have been made in compliance with all applicable securities laws and in accordance with the
applicable requirements of the Purchase Agreement. In addition, each Holder shall have the right
to assign its rights hereunder to any other Person with the prior written consent of the Company,
which consent shall not be unreasonably withheld. The rights to assignment shall apply to the
Holders (and to subsequent) successors and assigns.



(i) Counterparts. This Agreement may be executed in any number of counterparts, each
of which when so executed shall be deemed to be an original and, all of which taken together shall
constitute one and the same Agreement. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the party executing (or on
whose behalf such signature is executed) the same with the same force and effect as if such
facsimile signature were the original thereof.



(j) Governing Law. This Agreement shall be governed by and construed in accordance
with the internal laws of the State of New York, without giving effect to any of the conflicts of
law principles which would result in the application of the substantive law of another
jurisdiction. This Agreement shall not be interpreted or construed with any presumption against
the party causing this Agreement to be drafted.



(k) Cumulative Remedies. The remedies provided herein are cumulative and not
exclusive of any remedies provided by law.



(l) Severability. If any term, provision, covenant or restriction of this Agreement is
held to be invalid, illegal, void or unenforceable in any respect, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain in full force and effect and
shall in no way be affected, impaired or invalidated, and the parties hereto shall use their
reasonable efforts to find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or restriction. It is hereby
stipulated and declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.



(m) Headings. The headings herein are for convenience only, do not constitute a part
of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.



(n) Shares Held by the Company and its Affiliates. Whenever the consent or approval of
Holders of a specified percentage of Registrable Securities is required hereunder, Registrable
Securities held by the Company or its Affiliates (other than any Holder or transferees or
successors or assigns thereof if such Holder is deemed to be an Affiliate solely by reason of its
holdings of such Registrable Securities) shall not be counted in determining whether such consent
or approval was given by the Holders of such required percentage.



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IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be
duly executed by their respective authorized persons as of the date first indicated above.




P-COM, INC.




By:   /s/ Daniel W. Rumsey   Name: Daniel W. Rumsey




	 	 	 	Title: Vice-President






PURCHASER:




By:   /s/ Scott E. Derby   Name: Scott E. Derby



Title: General Counsel



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Schedule I

List of Purchasers 




SDS Capital Group SPC, Ltd.


53 Forest Avenue, 2nd Floor


Old Greenwich, CT 06870




3