EX-10.5






REGISTRATION RIGHTS AGREEMENT




This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 25, 2006, is made by
and among Wave Wireless Corporation, a corporation organized under the laws of the State of
Delaware (the “Company”), and the undersigned (the “Initial Investors”). 



BACKGROUND




A. In connection with that certain Securities Purchase Agreement dated as of the date hereof
by and among the Company and the Initial Investors (the “Securities Purchase Agreement”), the
Company has agreed, upon the terms and subject to the conditions contained therein, to issue and
sell to the Initial Investors (i) shares of the Company’s Series J-1 Convertible Preferred Stock,
par value $0.0001 per share (the “Preferred Stock”), that are convertible into shares of the
Company’s common stock, par value $0.0001 per share (the “Common Stock”), upon the terms and
subject to the limitations and conditions set forth in the Certificate of Designation, Rights and
Preferences with respect to such Preferred Stock (the “Certificate of Designation”), and (ii)
Series J-1 Stock Purchase Warrants (the “Warrants”) to acquire shares of Common Stock. The shares
of Common Stock issuable upon conversion of or otherwise pursuant to the Preferred Stock are
referred to herein as the “Conversion Shares” and the shares of Common Stock issuable upon exercise
of or otherwise pursuant to the Warrants are referred to herein as the “Warrant Shares.”



B. To induce the Initial Investors to execute and deliver the Securities Purchase Agreement,
and to consummate the transactions contemplated thereby, the Company has agreed to provide certain
registration rights under the Securities Act of 1933, as amended, and the rules and regulations
thereunder, or any similar successor statute (collectively, the “Securities Act”), and applicable
state securities laws.



NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Initial Investors hereby agree as follows:



1. DEFINITIONS.



(a) As used in this Agreement, the following terms shall have the following meanings:



(i) "business day” shall have the meaning set forth in Section 11(q).



(ii) “Effectiveness Date” shall have the meaning set forth in Section 2(b).



(iii) “Effectiveness Period” shall have the meaning set forth in Section 2(b).



(iv) “Investors” means the Investors and any transferees or assignees who agree to become
bound by the provisions of this Agreement in accordance with Section 9 hereof.



(v) "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.



(vi) “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.



(vii) “register,” “registered,” and “registration” refer to a registration effected by
preparing and filing a Registration Statement or Statements in compliance with the Securities Act
and pursuant to Rule 415 under the Securities Act or any successor rule providing for offering
securities on a continuous basis (“Rule 415”), and the declaration or ordering of effectiveness of
such Registration Statement by the United States Securities and Exchange Commission (the “SEC”).



(viii) “Registrable Securities” means (a) the Conversion Shares, (b) the Warrant Shares, and
(c) any shares of capital stock of the Company issued or issuable, from time to time, as a dividend
or distribution on, or in exchange for or replacement of, or otherwise with respect to any of the
foregoing (including the Preferred Stock and Warrants), whether as default payments, on account of
anti-dilution or other adjustments or otherwise.



(ix) “Registration Statement” means a registration statement of the Company under the
Securities Act.




(vi) “Special Counsel” means Kramer Levin Naftalis & Frankel LLP.




(v) “trading day” shall have the meaning set forth in Section 11(q).



(b) Capitalized terms used herein and not otherwise defined herein shall have the respective
meanings set forth in the Securities Purchase Agreement.



2. REGISTRATION.



(a) Mandatory Registration. The Company shall prepare promptly and file with the SEC
as soon as practicable, but in no event later than June 2, 2006 (the “Filing Date”), a Registration
Statement on Form S-1 (or, if Form S-1 is not then available, on such form of Registration
Statement as is then available to effect a registration of all of the Registrable Securities)
covering the resale of the Registrable Securities. The Registration Statement filed hereunder, to
the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule
416), shall state that such Registration Statement also covers such indeterminate number of
additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and
exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or
similar transactions. The Registrable Securities included on the Registration Statement shall be
allocated among the Investors as set forth in Section 11(m) hereof. If at any time and for any
reason, an additional Registration Statement is required to be filed because at such time the
actual number of shares of Common Stock into which the Preferred Stock are convertible and the
Warrants are exercisable plus the number of shares of Common Stock exceeds the number of shares of
Registrable Securities remaining under the Registration Statement, the Company shall have twenty
(20) business days to file such additional Registration Statement, and the Company shall use its
best efforts to cause such additional Registration Statement to be declared effective by the SEC as
soon as possible, but in no event later than sixty (60) days after filing. The Registration
Statement (and each amendment or supplement thereto, and each request for acceleration of
effectiveness thereof) shall be provided to (and subject to the approval of) the Initial Investors
and the Special Counsel no less than five (5) business days prior to its filing or other
submission. 



(b) Payments by the Company. The Company shall use its best efforts to cause the
Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as
soon as practicable, but in no event later than the sixtieth (60th) day following the
Filing Date or the date which is within three (3) business days of the date on which the SEC
informs the Company that (i) the SEC will not review the Registration Statement or (ii) the Company
may request the acceleration of the effectiveness of the Registration Statement and the Company
makes such request; provided that, if such date falls on a Saturday, Sunday or any
other day which shall be a legal holiday or a day on which the SEC is authorized or required by law
or other government actions to close, the Effectiveness Date shall be the following business day
(the “Effectiveness Date”), and, subject to 3(u), 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(k) 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”); provided, however, that in
the event that the SEC conducts a full review of the Registration Statement, the Effectiveness Date
may be extended, if reasonably necessary, by an additional thirty (30) days. If, subject to 3(u),
(i) the Registration Statement required to be filed pursuant to Section 2(a) hereof is not filed
with the SEC prior to the Filing Date or declared effective by the SEC on or before the
Effectiveness Date, or (ii) the Company fails to file with the SEC a request for acceleration in
accordance with Rule 461 promulgated under the Securities Act within three (3) business days of the
date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a
Registration Statement will not be “reviewed,” or not subject to further review, or (iii) the
Registration Statement is filed with and declared effective by the SEC 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 immediately by a subsequent Registration Statement filed with and
declared effective by the SEC, or (iv) the Company has breached Section 3(t), or (v) if, after any
such Registration Statement has been declared effective by the SEC, sales of any of the Registrable
Securities required to be covered by such Registration Statement (including any Registrable
Securities required to be registered pursuant to Section 3(b) hereof) cannot be made pursuant to
such Registration Statement (by reason of a stop order or the Company’s failure to update the
Registration Statement or for any other reason outside the control of the Investors) or (vi) the
Common Stock is not listed or included for quotation on the Nasdaq Capital Market (the “Capital
Market”), the Nasdaq National Market (the “National Market”), the New York Stock Exchange (the
“NYSE”), the American Stock Exchange (the “AMEX”), the OTC Electronic Bulletin Board (the “Bulletin
Board”) at any time after the Effectiveness Date hereunder (any such failure or breach being
referred to as an “Event”, and for the purposes of clauses (i) the date on which such Event occurs,
or for the purposes of clause (ii) the date on which such three (3) business day period is
exceeded, or for the purposes of clause (iii) after more than fifteen (15) business days, or for
the purposes of clause (iv) the date of such breach, or for the purposes of clause (v) the date
that sales of any Registrable Securities cannot be made, or for the purposes of clause (vi) the
date that is three (3) days from such Event, being referred to as “Event Date”) then the Company
will make payments to each Investor in such amounts and at such times as shall be determined
pursuant to this Section 2(b) as partial relief for the damages to the Investors by reason of any
such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall
not be exclusive of any other remedies available at law or in equity). The Company shall pay to
each Investor an amount equal to the product of (i) the number of shares of Preferred Stock then
held by such Investor (including, for this purpose, any shares of Preferred Stock that have been
converted into Conversion Shares then held by such Investor as if such shares of Preferred Stock
had not been so converted) multiplied by the per share purchase price, multiplied by (ii) two
percent (2.0%) for the first 30 day period from the Event Date (or portion thereof) (iii) one
percent (1%) for each subsequent 30 day period until the applicable Event is cured (or portion
thereof) thereafter; provided, however, that, for purpose of calculating the payment amount owed to
any given Investor, there shall be excluded from each such period any delays that are solely
attributable to changes required by such Investor in the Registration Statement with respect to
information relating to such Investor, including, without limitation, changes to the plan of
distribution (other than any corrections of Company mistakes with respect to information previously
provided by such Investor). All such amounts required to be paid hereunder shall be paid in either
cash or additional Preferred Stock, at the sole election of the Company, within five days after the
end of each period that gives rise to such obligation, provided that, if any such period extends
for more than thirty (30) days, interim payments shall be made for each such 30 day period.



(c) Piggy-Back Registrations. If, at any time prior to the expiration of the
Registration Period (as defined in Section 3(a) below) the Company shall file with the SEC a
Registration Statement relating to an offering for its own account or the account of others under
the Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 or their
then equivalents relating to equity securities to be issued solely in connection with any
acquisition of any entity or business or equity securities issuable in connection with stock option
or other employee benefit plans), the Company shall send to each Investor written notice of such
filing, and if, within 15 days after the date of such notice, such Investor shall so request in
writing, the Company shall include in such Registration Statement all or any part of the
Registrable Securities such Investor requests to be registered. Notwithstanding the foregoing, in
the event that, in connection with any underwritten public offering, the managing underwriter(s)
thereof shall impose a limitation on the number of shares of Common Stock which may be included in
the Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors
dictate such limitation is necessary to facilitate public distribution, then the Company shall be
obligated to include in such Registration Statement only such limited portion of the Registrable
Securities with respect to which such Investor has requested inclusion hereunder as the underwriter
shall permit; provided, however, that (i) the Company shall not exclude any Registrable Securities
unless the Company has first excluded all outstanding securities, the holders of which are
officers, directors or other insiders of the Company or who are not contractually entitled to
inclusion of such securities in such Registration Statement or are not contractually entitled to
pro rata inclusion with the Registrable Securities, (ii) after giving effect to the immediately
preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the
Investors seeking to include Registrable Securities and the holders of other securities having the
contractual right to inclusion of their securities in such Registration Statement by reason of
demand registration rights, in proportion to the number of Registrable Securities or other
securities, as applicable, sought to be included by each such Investor or other holder, and (iii)
no such reduction shall reduce the amount of Registrable Securities included in the registration
below twenty-five (25%) of the total amount of securities included in such registration. No right
to registration of Registrable Securities under this Section 2(c) shall be construed to limit any
registration required under Section 2(a) hereof. If an offering in connection with which an
Investor is entitled to registration under this Section 2(c) is an underwritten offering, then each
Investor whose Registrable Securities are included in such Registration Statement shall, unless
otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten
offering using the same underwriter or underwriters and, subject to the provisions of this
Agreement, on the same terms and conditions as other shares of Common Stock included in such
underwritten offering.



3. OBLIGATIONS OF THE COMPANY.



In connection with the registration of the Registrable Securities, the Company shall have the
following obligations:



(a) The Company shall respond promptly, but in no event later than ten (10) business days, to
any and all comments made by the staff of the SEC to any Registration Statement required to be
filed hereunder, and shall submit to the SEC, before the close of business on the business day
immediately following the business day on which the Company learns (either by telephone or in
writing) that no review of such Registration Statement will be made by the SEC or that the staff of
the SEC has no further comments on such Registration Statement, as the case may be, a request for
acceleration of the effectiveness of such Registration Statement to a time and date as soon as
practicable. The Company shall keep such Registration Statement effective pursuant to Rule 415 at
all times until such date as is the earlier of (i) the date on which all of the Registrable
Securities have been sold and (ii) the date on which all of the Registrable Securities may be
immediately sold to the public without registration or restriction pursuant to Rule 144(k) under
the Securities Act or any successor provision (the “Registration Period”), which Registration
Statement (including any amendments or supplements thereto and prospectuses contained therein and
all documents incorporated by reference therein) (A) shall comply in all material respects with the
requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder
and (B) shall not contain any 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 not misleading. The
financial statements of the Company included in any such Registration Statement or incorporated by
reference therein (x) shall comply as to form in all material respects with the applicable
accounting requirements and the published rules and regulations of the SEC applicable with respect
thereto, (y) shall be prepared in accordance with U.S. generally accepted accounting principles,
consistently applied during the periods involved (except as may be otherwise indicated in such
financial statements or the notes thereto or, in the case of unaudited interim statements, to the
extent they may not include footnotes or may be condensed on summary statements) and (z) fairly
present in all material respects the consolidated financial position of the Company and its
consolidated subsidiaries as of the dates thereof and the consolidated results of their operations
and cash flows for the periods then ended (subject, in the case of unaudited statements, to
immaterial year-end adjustments).



(b) The Company shall furnish to each Investor whose Registrable Securities are included in a
Registration Statement and such Investor’s legal counsel, without charge, (i) promptly after the
same is prepared and publicly distributed, filed with the SEC or received by the Company, as
applicable, one copy of the Registration Statement and any amendment thereto, including financial
statement and schedules, all documents incorporated or deemed to be incorporated therein by
reference, and all exhibits to the extent requested by such Investor, each preliminary prospectus
and prospectus and each amendment or supplement thereto, and, in the case of the Registration
Statement required to be filed pursuant to Section 2(a), each letter written by or on behalf of the
Company to the SEC or the staff of the SEC (including, without limitation, any request to
accelerate the effectiveness of the Registration Statement or amendment thereto), and each item of
correspondence from the SEC or the staff of the SEC, in each case relating to the Registration
Statement (other than any portion thereof that contains information for which the Company has
sought confidential treatment), (ii) on the date of effectiveness of the Registration Statement or
any amendment thereto, a notice stating that the Registration Statement or amendment has been
declared effective, and (iii) such number of copies of a prospectus, including a preliminary
prospectus, all amendments and supplements thereto and all such other documents as such Investor
may reasonably request in order to facilitate the disposition of the Registrable Securities owned
by such Investor. Promptly deliver to each Investor 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 Investors in connection with the offering and sale of the Registrable Securities covered by
such Prospectus and any amendment or supplement thereto.



(c) Notify the holders of Registrable Securities to be sold and the 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 SEC notifies the
Company whether there will be a “review” of such Registration Statement and whenever the SEC
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 SEC or any other Federal or state governmental authority for amendments or supplements to
the Registration Statement or Prospectus or for additional information; (iii) 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; (iv) 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.



(d) The Company shall use its best efforts to (i) register and qualify the Registrable
Securities covered by any Registration Statement under such other securities or “blue sky” laws of
such jurisdictions in the United States as each Investor who holds Registrable Securities being
offered reasonably requests, (ii) prepare and file in those jurisdictions such amendments
(including post-effective amendments) and supplements to such registrations and qualifications as
may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take
such other actions as may be necessary to maintain such registrations and qualifications in effect
at all times during the Registration Period, and (iv) take all other actions reasonably necessary
or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided,
however, that the Company shall not be required in connection therewith or as a condition thereto
to (A) qualify to do business in any jurisdiction where it would not otherwise be required to
qualify but for this Section 3(d), (B) subject itself to general taxation in any such jurisdiction,
(C) file a general consent to service of process in any such jurisdiction, (D) provide any
undertakings that cause the Company undue expense or burden, or (E) make any change in its
Certificate of Incorporation or Bylaws, which in each case the Board of Directors of the Company
determines to be contrary to the best interests of the Company and its stockholders.



(e) As promptly as practicable after becoming aware of such event, the Company shall (i)
notify each Investor by telephone and facsimile of the happening of any event, as a result of which
the prospectus included in any Registration Statement that includes Registrable Securities, as then
in effect, includes an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not misleading, and (ii)
promptly prepare a supplement or amendment to such Registration Statement to correct such untrue
statement or omission, and deliver such number of copies of such supplement or amendment to each
Investor as such Investor may reasonably request.



(f) The Company shall use its best efforts (i) to prevent the issuance of any stop order or
other suspension of effectiveness of any Registration Statement that includes Registrable
Securities, and, if such an order is issued, to obtain the withdrawal of such order at the earliest
practicable moment (including in each case by amending or supplementing such Registration
Statement), and (ii) to notify each Investor who holds Registrable Securities being sold (or, in
the event of an underwritten offering, the managing underwriters) of the issuance of such order and
the resolution thereof (and if such Registration Statement is supplemented or amended, deliver such
number of copies of such supplement or amendment to each Investor as such Investor may reasonably
request). 



(g) The Company shall permit the Initial Investors and the Special Counsel to review any
Registration Statement required to be filed hereunder and all amendments and supplements thereto
for at least five (5) business days prior to its filing with the SEC. The Company shall 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. 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.



(h) The Company shall make generally available to its security holders as soon as practicable,
but in no event later than 50 days after the end of any fiscal quarter or 105 days after the end of
a fiscal year, an earnings statement (in form complying with the provisions of Rule 158 under the
Securities Act) covering a twelve-month period beginning not later than the first day of the
Company’s fiscal quarter next following the effective date of the Registration Statement. The
Company will be deemed to have complied with its obligations under this Section 3(h) upon the
Company’s filing, on an appropriate form, the appropriate report of the Company as required by the
Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, or any
similar successor statute (collectively, the “Exchange Act”).



(i) The Company shall hold in confidence and not make any disclosure of information concerning
an Investor provided to the Company unless (i) disclosure of such information is necessary to
comply with federal or state securities laws, (ii) the disclosure of such information is necessary
to avoid or correct a misstatement or omission in any Registration Statement that includes such
Investor’s Registrable Securities, (iii) the release of such information is ordered pursuant to a
subpoena or other order from a court or governmental body of competent jurisdiction, (iv) such
information has been made generally available to the public other than by disclosure in violation
of this or any other agreement, or (v) such Investor consents to the form and content of any such
disclosure. The Company shall, upon learning that disclosure of any information concerning an
Investor is sought in or by a court or governmental body of competent jurisdiction or through other
means, give prompt notice to such Investor prior to making such disclosure, and cooperate with the
Investor, at the Investor’s expense, in taking appropriate action to prevent disclosure of, or to
obtain a protective order for, such information.



(j) If the Registration Statement refers to any Investor by name or otherwise as the holder of
any securities of the Company, then such Investor shall have the right to require (if such
reference to such Investor 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.



(k) The Company shall use its best efforts to promptly cause all of the Registrable Securities
covered by any Registration Statement to be listed or designated for quotation on the Bulletin
Board or the Capital Market, the National Market, the NYSE, the AMEX or any other national
securities exchange or automated quotation system and on each additional national securities
exchange or automated quotation system on which securities of the same class or series issued by
the Company are then listed or quoted, if any, if the listing or quotation of such Registrable
Securities is then permitted under the rules of such exchange or automated quotation system, and in
any event, without limiting the generality of the foregoing, to arrange for or maintain at least
two market makers to register with the National Association of Securities Dealers, Inc. as such
with respect to the Registrable Securities.



(l) The Company shall provide a transfer agent and registrar, which may be a single entity,
for the Registrable Securities not later than the effective date of the Registration Statement
required to be filed pursuant to Section 2(a) hereof.



(m) The Company shall cooperate with any Investor who holds Registrable Securities being
offered and the managing underwriter or underwriters, if any, to facilitate the timely preparation
and delivery of certificates (not bearing any restrictive legends) representing Registrable
Securities to be offered pursuant to any Registration Statement and enable such certificates to be
in such denominations or amounts, as the case may be, and registered in such names, as such
Investor or the managing underwriter or underwriters, if any, may reasonably request. Without
limiting the generality of the foregoing, within three business days after any Registration
Statement that includes Registrable Securities is declared effective by the SEC, the Company shall
cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable
Securities (with copies to any Investor whose Registrable Securities are included in such
Registration Statement), an opinion of such counsel in the form attached hereto as
Exhibit A.



(n) At the request of any Investor, the Company shall prepare and file with the SEC such
amendments (including post-effective amendments) and supplements to any Registration Statement
required to be filed hereunder and the prospectus used in connection with such Registration
Statement as may be necessary in order to change the plan of distribution set forth in such
Registration Statement.



(o) 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.



(p) The Company shall comply with all applicable laws related to a Registration Statement and
offering and sale of securities and all applicable rules and regulations of governmental
authorities in connection therewith (including, without limitation, the Securities Act and the
Exchange Act and the rules and regulations thereunder promulgated by the SEC.)



(q) From and after the date of this Agreement, the Company shall not, and shall not agree to,
allow the holders of any securities of the Company to include any of their securities which are not
Registrable Securities in the Registration Statement required to be filed pursuant to Section 2(a)
or 3(b) hereof without the consent of the holders of a majority in interest of the Registrable
Securities.



(r) The Company shall make available for inspection by (i) each Investor, (ii) any underwriter
participating in any disposition pursuant to any Registration Statement, (iii) one firm of
attorneys and one firm of accountants or other agents retained by the Investors, and (iv) one firm
of attorneys retained by all such underwriters (collectively, the “Inspectors”) all pertinent
financial and other records, and pertinent corporate documents and properties of the Company
(collectively, the “Records”), as shall be reasonably deemed necessary by each Inspector to enable
such Inspector to exercise its due diligence responsibility, and cause the Company’s officers,
directors and employees to supply all information which any Inspector may reasonably request for
purposes of such due diligence; provided, however, that each Inspector shall hold in confidence and
shall not make any disclosure (except to an Investor) of any Record or other information which the
Company determines in good faith to be confidential, and of which determination the Inspectors are
so notified, unless (A) the disclosure of such Records is necessary to avoid or correct a
misstatement or omission in any Registration Statement, (B) the release of such Records is ordered
pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or
(C) the information in such Records has been made generally available to the public other than by
disclosure in violation of this or any other agreement. Nothing herein shall be deemed to limit
any Investor’s ability to sell Registrable Securities in a manner that is otherwise consistent with
applicable laws and regulations.



(s) In the case of an underwritten public offering, at the request of any Investor, the
Company shall furnish, on the date of effectiveness of the Registration Statement (i) an opinion,
dated as of such date, from counsel representing the Company addressed to any such Investor and in
form, scope and substance as is customarily given in an underwritten public offering and (ii) a
letter, dated such date, from the Company’s independent certified public accountants in form and
substance as is customarily given by independent certified public accountants to underwriters in an
underwritten public offering, addressed to the underwriters, if any, and any such Investor. 



(t) 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 thirty (30) consecutive days or (y)
postpone or suspend effectiveness of a registration statement for a period not to exceed twenty
(20) consecutive days; provided that the Company may not postpone or suspend effectiveness of a
registration statement under this Section 3(t) for more than forty-five (45) days in the aggregate
during any three hundred sixty (360) day period; provided, however, that no such
postponement or suspension shall be permitted for consecutive twenty (20) day periods arising out
of the same set of facts, circumstances or transactions.



4. OBLIGATIONS OF THE INVESTORS.



In connection with the registration of the Registrable Securities, each Investor shall have
the following obligations:



(a) It shall be a condition precedent to the obligations of the Company to effect the
registration pursuant to this Agreement with respect to the Registrable Securities of a particular
Investor that such Investor shall furnish to the Company such information regarding itself, the
Registrable Securities held by it and the intended method of disposition of the Registrable
Securities held by it as shall be reasonably required to effect the registration of such
Registrable Securities and shall execute such documents in connection with such registration as the
Company may reasonably request. At least five trading days prior to the first anticipated filing
date of the Registration Statement, the Company shall notify each Investor of the information the
Company requires from each such Investor. 



(b) Each Investor, by such Investor’s acceptance of the Registrable Securities, agrees to
cooperate with the Company as reasonably requested by the Company in connection with the
preparation and filing of any Registration Statement required to be filed hereunder, unless such
Investor has notified the Company in writing of such Investor’s election to exclude all of such
Investor’s Registrable Securities from such Registration Statement.



(c) Upon receipt of any notice from the Company of the happening of any event of the kind
described in Section 3(e) or 3(f) with respect to any Registration Statement including Registrable
Securities, each Investor shall immediately discontinue disposition of Registrable Securities
pursuant to such Registration Statement until such Investor’s receipt of the copies of the
supplemented or amended prospectus contemplated by Sections 3(e) and 3(f), as applicable, and, if
so directed by the Company, such Investor shall deliver to the Company (at the expense of the
Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such
Investor’s possession of the prospectus covering such Registrable Securities current at the time of
receipt of such notice. Notwithstanding the foregoing or anything to the contrary in this
Agreement, but subject to compliance with applicable laws, the Company shall cause the transfer
agent for the Registrable Securities to deliver unlegended shares of Common Stock to a transferee
of an Investor in accordance with the terms of the Preferred Stock and Warrants in connection with
any sale of Registrable Securities with respect to which any such Investor has entered into a
contract for sale prior to receipt of such notice and for which any such Investor has not yet
settled.



5. EXPENSES OF REGISTRATION.



All expenses incurred by the Company or the Investors in connection with registrations,
filings or qualifications pursuant to Sections 2 and 3 above (including, without limitation, all
registration, listing and qualification fees, printers and accounting fees, the fees and
disbursements of counsel for the Company and the fees and disbursements of Special Counsel, fees in
connection with state securities or blue sky laws, messenger, telephone and delivery expenses, any
underwriting discounts and commissions, and 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 accountants) shall be borne by the
Company. In addition, the Company shall pay each Investor’s costs and expenses (including legal
fees) incurred in connection with the enforcement of the rights of such Investor hereunder.



6. INDEMNIFICATION.



(a) To the extent permitted by law, the Company, notwithstanding any termination of this
Agreement, shall indemnify, hold harmless and defend (i) each Investor who holds such Registrable
Securities, and (ii) the directors, officers, partners, members, , 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 advisers, agents of each such Investor
and employees of each of them, each Person, if any, who controls each such Investor 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(each, an “Investor Indemnified
Person”), against any joint or several losses, claims, damages, liabilities or expenses
(collectively, together with actions, proceedings or inquiries by any regulatory or self-regulatory
organization, whether commenced or threatened, in respect thereof, “Claims”) to which any of them
may become subject insofar as such Claims arise out of or are based upon: (A) any untrue statement
or alleged untrue statement of a material fact in a Registration Statement or the omission or
alleged omission to state therein a material fact required to be stated or necessary to make the
statements therein not misleading, (B) any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus if used prior to the effective date of such
Registration Statement, or contained in the final prospectus (as amended or supplemented, if the
Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged
omission to state therein any material fact necessary to make the statements made therein, in light
of the circumstances under which the statements therein were made, not misleading, or (C) any
violation or alleged violation by the Company of the Securities Act, the Exchange Act or any other
law (including, without limitation, any state securities law), rule or regulation relating to the
offer or sale of the Registrable Securities (the matters in the foregoing clauses (A) through (C),
collectively, “Violations”). Subject to the restrictions set forth in Section 6(c) with respect to
the number of legal counsel, the Company shall reimburse each Investor and each other Investor
Indemnified Person, promptly as such expenses are incurred and are due and payable, for any
reasonable legal fees or other reasonable expenses incurred by them in connection with
investigating or defending any such Claim. Notwithstanding anything to the contrary contained
herein, the indemnification agreement contained in this Section 6(a): (x) shall not apply to a
Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with
information furnished in writing to the Company by such Investor Indemnified Person expressly for
use in the Registration Statement or any such amendment thereof or supplement thereto; (y) shall
not apply to amounts paid in settlement of any Claim if such settlement is effected without the
prior written consent of the Company, which consent shall not be unreasonably withheld; and (z)
with respect to any preliminary prospectus, shall not inure to the benefit of any Investor
Indemnified Person if the untrue statement or omission of material fact contained in the
preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or
supplemented, if such corrected prospectus was timely made available by the Company pursuant to
Section 3(d) hereof, and the Investor Indemnified Person was promptly advised in writing not to use
the incorrect prospectus prior to the use giving rise to a Violation and such Investor Indemnified
Person, notwithstanding such advice, used it. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Investor Indemnified Person and shall
survive the transfer of the Registrable Securities by the Investors pursuant to Section 9 hereof.
The Company shall notify the Holders 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) In connection with any Registration Statement in which an Investor is participating, (i)
each such Investor shall, severally and not jointly, indemnify, hold harmless and defend, to the
same extent and in the same manner set forth in Section 6(a), the Company, each of its directors,
each of its officers who signs the Registration Statement, its employees and each person, if any,
who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act, and any other stockholder selling securities pursuant to the Registration
Statement or any of its directors or officers or any person who controls such stockholder within
the meaning of the Securities Act or the Exchange Act (each, a “Company Indemnified Person”),
against any Claims to which any of them may become subject insofar as such Claims arise out of or
are based upon written information furnished to the Company by such Investor expressly for
inclusion in the Registration Statement; and (ii) subject to the restrictions set forth in Section
6(c), such Investor shall reimburse the Company Indemnified Persons, promptly as such expenses are
incurred and are due and payable, for any legal fees or other reasonable expenses incurred by them
in connection with investigating or defending any such Claim; provided, however, that the
indemnification obligations contained in this Section 6(b) shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written consent of such
Investor, which consent shall not be unreasonably withheld; and provided, further, that the
Investor shall be liable under this Agreement (including this Section 6(b) and Section 7) for only
that amount as does not exceed the net proceeds actually received by such Investor as a result of
the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on behalf of such
Company Indemnified Person and shall survive the transfer of the Registrable Securities by the
Investor pursuant to Section 9 hereof. Notwithstanding anything to the contrary contained herein,
the indemnification obligations contained in this Section 6(b) with respect to any preliminary
prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement
or omission of material fact contained in the preliminary prospectus was corrected on a timely
basis in the prospectus, as then amended or supplemented.



(c) Promptly after receipt by any party entitled to indemnification under this Section 6 of
notice of the commencement of any action (including any governmental action), such indemnified
party shall, if a Claim in respect thereof is to made against any indemnifying party under this
Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the
indemnifying party shall have the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party similarly noticed, to assume control of
the defense thereof with counsel mutually satisfactory to the indemnifying party and the
indemnified party; provided, however, that such indemnifying party shall not be entitled to assume
such defense and an indemnified party shall have the right to retain its own counsel with the fees
and expenses to be paid by the indemnified party 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), if, in the reasonable opinion of counsel retained
by the indemnifying party, the representation by such counsel of the indemnified party and the
indemnifying party would be inappropriate due to actual or potential conflicts of interest between
such indemnified party and any other party represented by such counsel in such proceeding or the
actual or potential defendants in, or targets of, any such action include both the indemnified
party and the indemnifying party and any such indemnified party reasonably determines that there
may be legal defenses available to such indemnified party that are in conflict with those available
to such indemnifying party. The indemnifying party shall pay for only one separate legal counsel
for the indemnified parties, and such legal counsel shall be selected by Investors holding a
majority in interest of the Registrable Securities included in the Registration Statement to which
the Claim relates (if the parties entitled to indemnification hereunder are Investor Indemnified
Persons) or by the Company (if the parties entitled to indemnification hereunder are Company
Indemnified Persons). The failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action shall not relieve such indemnifying party of
any liability to the indemnified party under this Section 6, except to the extent that the
indemnifying party is actually prejudiced in its ability to defend such action. The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof
during the course of the investigation or defense, as such expense, loss, damage or liability is
incurred and is due and payable but in no event later than 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). 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.



7. CONTRIBUTION.



To the extent any indemnification by an indemnifying party is prohibited or limited by law,
the indemnifying party shall make the maximum contribution with respect to any amounts for which it
would otherwise be liable under Section 6 to the fullest extent permitted by law as is appropriate
to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified
party, on the other hand, with respect to the Violation giving rise to the applicable Claim;
provided, however, that (a) no contribution shall be made under circumstances where the maker would
not have been liable for indemnification under the fault standards set forth in Section 6, (b) no
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was
not guilty of such fraudulent misrepresentation, and (c) contribution (together with any
indemnification or other obligations under this Agreement) by any seller of Registrable Securities
shall be limited in amount to the net amount of proceeds received by such seller from the sale of
such Registrable Securities. 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 6, 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. In no event
shall any selling Holder be required to contribute an amount under this Section 7 in excess of the
net proceeds received by such Holder upon sale of such Holder’s Registrable Securities pursuant to
the Registration Statement giving rise to such contribution obligation.



The parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 7 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 7 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.



8. REPORTS UNDER THE EXCHANGE ACT.



With a view to making available to the Investors the benefits of Rule 144 promulgated under
the Securities Act or any other similar rule or regulation of the SEC that may at any time permit
the Investors to sell securities of the Company to the public without registration (“Rule 144”),
the Company agrees to:



(a) file with the SEC in a timely manner and make and keep available all reports and other
documents required of the Company under the Securities Act and the Exchange Act so long as the
Company remains subject to such requirements (it being understood that nothing herein shall limit
the Company’s obligations under Section 4(c) of the Securities Purchase Agreement) and the filing
and availability of such reports and other documents is required for the applicable provisions of
Rule 144; and



(b) furnish to each Investor so long as such Investor holds Preferred Stock, Warrants or
Registrable Securities, promptly upon request, (i) a written statement by the Company that it has
complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii)
a copy of the most recent annual or quarterly report of the Company and such other reports and
documents so filed by the Company, and (iii) such other information as may be reasonably requested
to permit such Investor to sell such securities under Rule 144 without registration.



9. ASSIGNMENT OF REGISTRATION RIGHTS.



The rights of the Investors hereunder, including the right to have the Company register
Registrable Securities pursuant to this Agreement, shall be automatically assignable by each
Investor to any transferee of all or any portion of the Preferred Stock, the Warrants or the
Registrable Securities if: (a) the Investor agrees in writing with the transferee or assignee to
assign such rights, and a copy of such agreement is furnished to the Company after such assignment,
(b) the Company is furnished with written notice of (i) the name and address of such transferee or
assignee, and (ii) the securities with respect to which such registration rights are being
transferred or assigned, (c) following such transfer or assignment, the further disposition of such
securities by the transferee or assignee is restricted under the Securities Act and applicable
state securities laws, (d) the transferee or assignee agrees in writing for the benefit of the
Company to be bound by all of the provisions contained herein, and (e) such transfer shall have
been made in accordance with the applicable requirements of the Securities Purchase Agreement, the
Certificate of Designation and the Warrants, as applicable. In addition, and notwithstanding
anything to the contrary contained in this Agreement, the Securities Purchase Agreement, the
Certificate of Designation or the Warrants, the Securities (as defined in the Securities Purchase
Agreement) may be pledged, and all rights of the Investor under this Agreement or any other
agreement or document related to the transactions contemplated hereby may be assigned, without
further consent of the Company, to a bona fide pledgee in connection with an Investor’s margin or
brokerage account.



10. AMENDMENT OF REGISTRATION RIGHTS.



Provisions of this Agreement may be amended and the observance thereof may be waived (either
generally or in a particular instance and either retroactively or prospectively), only with written
consent of the Company and the Investor(s) who hold a majority in interest of the Registrable
Securities or, in the case of a waiver, with the written consent of the party against whom
enforcement of such waiver is sought ; provided, however, that (a) no amendment hereto which
restricts the ability of an Investor to elect not to participate in an underwritten offering shall
be effective against any Investor which does not consent in writing to such amendment; (b) no
consideration shall be paid to an Investor by the Company in connection with an amendment hereto
unless each Investor similarly affected by such amendment receives a pro rata amount of
consideration from the Company; and (c) unless an Investor otherwise agrees, each amendment hereto
must similarly affect each Investor. Any amendment or waiver effected in accordance with this
Section 10 shall be binding upon each Investor and the Company.



11. MISCELLANEOUS.



(a) A person or entity is deemed to be a holder of Registrable Securities whenever such person
or entity owns of record such Registrable Securities. If the Company receives conflicting
instructions, notices or elections from two or more persons or entities with respect to the same
Registrable Securities, the Company shall act upon the basis of instructions, notice or election
received from the registered owner of such Registrable Securities.



(b) In the event of a breach by the Company or by an Investor, of any of their obligations
under this Agreement, each Investor 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 Investor 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.



(c) 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 Investors in this Agreement or otherwise conflicts with the provisions
hereof. 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.



(d) 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 overnight delivery 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 Investors, issued pursuant to
the address of such Investor on the signature page of the Securities Purchase Agreement, or with
respect to the Issuer, addressed to:



(i) If to the Company:




Wave Wireless Corporation



255 Consumers Road



Suite 500



Toronto, Ontario, Canada M2J IR4



Attention: Chief Financial Officer



Tel. No.: (416) 502-3203



Fax No.: (416) 502-2968




with a copy simultaneously transmitted by like means (which transmittal




shall not constitute notice hereunder) to:




Procopio, Cory, Hargreaves & Savitch LLP




530 B Street




Suite 2100




San Diego, CA 92101




Attention: John Lee, Esq.



Copies of notices to the Investors shall be sent to Kramer Levin Naftalis & Frankel LLP, 1177
Avenue of the Americas, New York, New York 10036, Attention: Christopher S. Auguste, Tel. No.:
(212) 715-9100, Fax. No.: (212) 715-8000. 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 at the appropriate address above.



(e) Failure of any party to exercise any right or remedy under this Agreement or otherwise, or
delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.



(f) 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. The Company and the Investors agree that venue for any dispute arising under this
Agreement will lie exclusively in the state or federal courts located in New York County, New York,
and the parties irrevocably waive any right to raise forum non conveniens or any other argument
that New York is not the proper venue. The Company and the Investors irrevocably consent to
personal jurisdiction in the state and federal courts of the state of New York. The Company and
the Investors consent to process being served in any such suit, action or proceeding by mailing a
copy thereof to such party at the address in effect for notices to it under this Agreement and
agrees that such service shall constitute good and sufficient service of process and notice
thereof. Nothing in this Section 11(f) shall affect or limit any right to serve process in any
other manner permitted by law. The Company and the Investors hereby agree that the prevailing
party in any suit, action or proceeding arising out of or relating to the this Agreement or the
Purchase Agreement, shall be entitled to reimbursement for reasonable legal fees from the
non-prevailing party. The parties hereby waive all rights to a trial by jury.



(g) This Agreement and the other Transaction Documents (including any schedules and exhibits
hereto and thereto) constitute the entire agreement among the parties hereto with respect to the
subject matter hereof and thereof. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein and therein. This Agreement and the
other Transaction Documents supersede all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof and thereof.



(h) This Agreement shall inure to the benefit of and be binding upon the successors and
assigns of each of the parties hereto. The Company may not assign this Agreement or any of its
rights or obligations hereunder without the prior written consent of the holders of not less than
seventy-five (75%) of the then issued and outstanding Registrable Securities. Each Purchaser may
assign its rights hereunder in the manner and to the Persons as permitted under this Agreement.



(i) The headings in this Agreement are for convenience of reference only and shall not limit
or otherwise affect the meaning hereof.



(j) This Agreement may be executed in two or more counterparts, each of which shall be deemed
an original but all of which shall constitute one and the same agreement. This Agreement, once
executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy
of this Agreement bearing the signature of the party so delivering this Agreement.



(k) Each party shall do and perform, or cause to be done and performed, all such further acts
and things, and shall execute and deliver all such other agreements, certificates, instruments and
documents, as the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.



(l) Unless other expressly provided herein, all consents, approvals and other determinations
to be made by the Investors pursuant to this Agreement shall be made by the Investors holding a
majority in interest of the Registrable Securities (determined as if all Preferred Stock and
Warrants then outstanding had been converted into or exercised for Registrable Securities) held by
all Investors.



(m) The initial number of Registrable Securities included on any Registration Statement filed
pursuant to Section 2(a) or 3(b), and each increase to the number of Registrable Securities
included thereon, shall be allocated pro rata among the Investors based on the number of
Registrable Securities held by each Investor at the time of such establishment or increase, as the
case may be. In the event an Investor shall sell or otherwise transfer any of such holder’s
Registrable Securities, each transferee shall be allocated a pro rata portion of the number of
Registrable Securities included on a Registration Statement for such transferor. Any shares of
Common Stock included on a Registration Statement and which remain allocated to any person or
entity which does not hold any Registrable Securities shall be allocated to the remaining
Investors, pro rata based on the number of shares of Registrable Securities then held by such
Investors. For the avoidance of doubt, the number of Registrable Securities held by any Investor
shall be determined as if all Preferred Stock and Warrants then outstanding were converted into or
exercised for Registrable Securities.



(n) Each party to this Agreement has participated in the negotiation and drafting of this
Agreement. As such, the language used herein shall be deemed to be the language chosen by the
parties hereto to express their mutual intent, and no rule of strict construction will be applied
against any party to this Agreement.



(o) The Company acknowledges that the obligations of each Investor under this Agreement and
each of the other Transaction Documents are several and not joint with the obligations of any other
Investor, and no Investor shall be responsible in any way for the performance of the obligations of
any other Investor under the Transaction Documents. Each Investor acknowledges that it has
independently evaluated the merits of the transactions contemplated by this Agreement and the other
Transaction Documents, that it has independently determined to enter into the transactions
contemplated hereby and thereby, that it is not relying on any advice from or evaluation by any
other Investor, and that it is not acting in concert with any other Investor in making its purchase
of securities hereunder or in monitoring its investment in the Company. The Investors and, to its
knowledge, the Company agree that the no action taken by any Investor pursuant hereto or to the
other Transaction Documents, shall be deemed to constitute the Investors as a partnership, an
association, a joint venture or any other kind of entity, or create a presumption that the
Investors are in any way acting in concert or would deem such Investors to be members of a “group”
for purposes of Section 13(d) of the Exchange Act, and the Investors have not agreed to act
together for the purpose of acquiring, holding, voting or disposing of equity securities of the
Company. The Company has elected to provide all Investors with the same terms and Transaction
Documents for the convenience of the Company and not because it was required or requested to do so
by the Investors. The Company acknowledges that such procedure with respect to the Transaction
Documents in no way creates a presumption that the Investors are in any way acting in concert or as
a “group” for purposes of Section 13(d) of the Exchange Act with respect to the Transaction
Documents or the transactions contemplated hereby or thereby. Each Investor acknowledges that it
has been represented by its own separate legal counsel in their review and negotiation of the
Transaction Documents.



(p) 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.



(q) For purposes of this Agreement, the term “business day” means any day other than a
Saturday or Sunday or a day on which banking institutions in the State of New York are authorized
or obligated by law, regulation or executive order to close, and the term “trading day” means any
day on which the Bulletin Board or, if the Common Stock is not then traded on the Bulletin Board,
the principal national securities exchange, automated quotation system or other trading market
where the Common Stock is then listed, quoted or traded, is open for trading. 



[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]

1


IN WITNESS WHEREOF, the undersigned Investor
and the Company have caused this Agreement to be duly executed as of the date first above written.



WAVE WIRELESS CORPORATION



By:


Name:


Title:



INITIAL INVESTORS:



(Print or Type Name of Purchaser)



By:


Name:


Title:



2




EXHIBIT A




[Date]



[Transfer Agent]



RE: Wave Wireless Corporation



Ladies and Gentlemen:



We are counsel to Wave Wireless Corporation, a corporation organized under the laws of the State of
Delaware (the “Company”), and we understand that [Name of Investor] (the “Holder”) has purchased
from the Company (i) shares of Series J-1 Convertible Preferred Stock that are convertible into
shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and (ii)
warrants to acquire shares of Common Stock. Pursuant to a Registration Rights Agreement, dated as
of April      , 2006, by and among the Company and the signatories thereto (the “Registration Rights
Agreement”), the Company agreed with the Holder, among other things, to register the Registrable
Securities (as that term is defined in the Registration Rights Agreement) under the Securities Act
of 1933, as amended (the “Securities Act”), upon the terms provided in the Registration Rights
Agreement. In connection with the Company’s obligations under the Registration Rights Agreement,
on [     ,      ], the Company filed a Registration Statement on Form S-     (File No.
333-      ) (the “Registration Statement”) with the Securities and Exchange Commission (the
“SEC”) relating to the Registrable Securities, which names the Holder as a selling stockholder
thereunder. The Registration Statement was declared effective by the SEC on      ,      .



In connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by
telephone that the SEC has entered into an order declaring the Registration Statement effective
under the Securities Act at [time of effectiveness] on [date of effectiveness], and we have no
knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending
its effectiveness has been issued or that any proceedings for that purpose are pending before, or
threatened by, the SEC.



Based on the foregoing, we are of the opinion that the Registrable Securities are available for
resale under the Securities Act pursuant to the Registration Statement.



Very truly yours,



[NAME OF COUNSEL]



cc: [Name of Investor]




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