EX-10.05






THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK PURCHASABLE UPON
EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), OR ANY STATE SECURITIES LAW, AND SUCH WARRANT AND SUCH SHARES MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED AND QUALIFIED IN ACCORDANCE WITH
THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR IN THE OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.



WARRANT TO PURCHASE




SHARES OF COMMON STOCK




OF




WAVE WIRELESS CORPORATION




Expires December 7, 2010




No.: BN-04 Number of Shares: 175,000


Date of Issuance: December 7, 2005



FOR VALUE RECEIVED, subject to the provisions hereinafter set forth, the undersigned, Wave
Wireless Corporation, a Delaware corporation (together with its successors and assigns, the
"Issuer”), hereby certifies that NORTH SOUND LEGACY INSTITUTIONAL FUND LLC (“Holder”), or
its registered assigns is entitled to purchase, during the Term (as hereinafter defined), up to One
Hundred Seventy Five Thousand (175,000) shares (subject to adjustment as hereinafter provided) of
the duly authorized, validly issued, fully paid and non-assessable Common Stock of the Issuer, at
an exercise price per share equal to the Warrant Price, as the same may be adjusted from time to
time pursuant to the terms hereof; subject, however, to the provisions and upon the terms and
conditions hereinafter set forth. Capitalized terms used in this Warrant and not otherwise defined
herein shall have the respective meanings specified in Section 8 hereof.



1. Term. The term of this Warrant shall commence on December 7, 2005 and shall expire
at 5:00 p.m., Eastern time, on December 7, 2010 (such period being the “Term”).



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



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



(b) Method of Exercise. The Holder hereof may exercise this Warrant, in whole or in
part, by the surrender of this Warrant (with the exercise form attached hereto duly executed) at
the principal office of the Issuer, and by the payment to the Issuer of an amount of consideration
therefor equal to the Warrant Price, as the same may be adjusted pursuant to the terms hereof, as
of the date of such exercise, multiplied by the number of shares of Warrant Stock with respect to
which this Warrant is then being exercised, payable at such Holder’s election (i) by certified or
official bank check or by wire transfer to an account designated by the Issuer, (ii) by “cashless
exercise” in accordance with the provisions of subsection (c) of this Section 2, or (iii) by a
combination of the foregoing methods of payment selected by the Holder of this Warrant.



(c) Cashless Exercise. The Holder may exercise this Warrant by a cashless exercise
and shall receive the number of shares of Common Stock equal to an amount (as determined below) by
surrender of this Warrant at the principal office of the Issuer together with the properly endorsed
Notice of Exercise in which event the Issuer shall issue to the Holder a number of shares of Common
Stock computed using the following formula:




X = Y — (A)(Y)

B



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






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





	 	 	 
	A =

	 	the Warrant Price.
	 
	 	 
	B =

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






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



(e) Transferability of Warrant. This Warrant may be transferred by a Holder by
surrendering this Warrant at the principal office of the Issuer, properly endorsed (by the Holder
executing an assignment in the form attached hereto) and upon payment of any necessary transfer tax
or other governmental charge imposed upon such transfer. If transferred pursuant to this
paragraph, this Warrant may be transferred on the books of the Issuer by the Holder hereof in
person or by duly authorized attorney. This Warrant is exchangeable at the principal office of the
Issuer for Warrants for the purchase of the same aggregate number of shares of Warrant Stock, each
new Warrant to represent the right to purchase such number of shares of Warrant Stock as the Holder
hereof shall designate at the time of such exchange. All Warrants issued on transfers or exchanges
shall be dated the Original Issue Date and shall be identical with this Warrant except as to the
name of the Holder or the number of shares of Warrant Stock, as applicable.



(f) Continuing Rights of Holder. The Issuer will, at the time of or at any time after
each exercise of this Warrant, upon the request of the Holder hereof, acknowledge in writing the
extent, if any, of its continuing obligation to afford to such Holder all rights to which such
Holder shall continue to be entitled after such exercise in accordance with the terms of this
Warrant, provided that if any such Holder shall fail to make any such request, the failure
shall not affect the continuing obligation of the Issuer to afford such rights to such Holder.



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



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



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



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



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



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



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




(i) In case the Issuer after the Original Issue Date shall do any of the following
(each, a “Triggering Event”): (a) consolidate or merge with or into another
corporation where the holders of outstanding Voting Stock prior to such merger or
consolidation do not own over 50% of the outstanding Voting Stock of the merged or
consolidated entity immediately after such merger or consolidation, or (b) sell all or
substantially all of its properties or assets to any other Person, or (c) change the Common
Stock to the same or different number of shares of any class or classes of stock, whether by
reclassification, exchange, substitution or otherwise (other than by way of a stock split or
combination of shares or stock dividends provided for in Section 4(b)), effect a capital
reorganization (other than by way of a stock split or combination of shares or stock
dividends provided for in Section 4(b)), then, and in the case of each such Triggering
Event, proper provision shall be made so that, upon the basis and the terms and in the
manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the
exercise hereof at any time after the consummation of such Triggering Event, to the extent
this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant
Price in effect at the time immediately prior to the consummation of such Triggering Event
in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such
Triggering Event, the securities, cash and property to which such Holder would have been
entitled upon the consummation of such Triggering Event if such Holder had exercised the
rights represented by this Warrant immediately prior thereto, subject to adjustments
(subsequent to such corporate action) as nearly equivalent as possible to the adjustments
provided for elsewhere in this Section 4. The Issuer will not effect any consolidation,
merger or sale or conveyance unless prior to the consummation thereof, the successor or
acquiring entity (if other than the Issuer) and, if an entity different from the successor
or acquiring entity, the entity whose capital stock or assets the holders of the Common
Stock of the Issuer are entitled to receive as a result of such consolidation, merger or
sale or conveyance assumes by written instrument the obligations under this Section 4 and
the obligations to deliver to the holder of this Warrant such shares of stock, securities or
assets as, in accordance with the foregoing provisions, the holder may be entitled to
acquire.




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



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




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




(ii) effect a stock split of its outstanding shares of Common Stock into a larger
number of shares of Common Stock, or




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



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



Notwithstanding the foregoing, if such record date shall have been fixed and such dividend is not
fully paid or if such distribution is not fully made on the date fixed therefor, the Warrant Price
shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or
distributions.



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



5. Notice of Adjustments. Whenever the Warrant Price or Warrant Share Number shall be
adjusted pursuant to Section 4 hereof (for purposes of this Section 5, each an “adjustment”), the
Issuer shall cause its Chief Financial Officer to prepare and execute a certificate setting forth,
in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method
by which such adjustment was calculated, and the Warrant Price and Warrant Share Number after
giving effect to such adjustment, and shall cause copies of such certificate to be delivered to the
Holder of this Warrant promptly after each adjustment.



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



7. Ownership Cap and Certain Exercise Restrictions. Notwithstanding anything to the
contrary set forth in this Warrant, at no time may a Holder of this Warrant exercise this Warrant
if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when
aggregated with all other shares of Common Stock owned by such Holder at such time, the number of
shares of Common Stock which would result in such Holder owning more than 4.999% of all of the
Common Stock outstanding at such time; provided, however, that upon a holder of this Warrant
providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 hereof) (the “Waiver
Notice”) that such Holder would like to waive this Section 7 with regard to any or all shares of
Common Stock issuable upon exercise of this Warrant, this Section 7 will be of no force or effect
with regard to all or a portion of the Warrant referenced in the Waiver Notice; provided, further,
that this provision shall be of no further force or effect during the sixty-one (61) days
immediately preceding the expiration of the term of this Warrant.



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




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




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




"Common Stock” means the Common Stock, par value $.0001 per share, of the
Issuer and any other Capital Stock into which such stock may hereafter be changed.




"Holders” mean the Persons who shall from time to time own any Warrant. The
term “Holder” means one of the Holders.




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




"Issuer” means Wave Wireless Corporation, a Delaware corporation, and its
successors.




"Majority Holders” means at any time the Holders of Warrants exercisable for at
least 51% of the shares of Warrant Stock issuable under the Warrants at the time
outstanding.




"Nasdaq” means the Nasdaq National Market or the Nasdaq SmallCap Market.




"Original Issue Date” means September 27, 2005.



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




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




"Per Share Market Value” means on any particular date (a) the average of the
closing bid and asked price per share of the Common Stock on such date on Nasdaq or another
registered national stock exchange on which the Common Stock is then listed, or if there is
no such price on such date, then the average of the closing bid and asked price on such
exchange or quotation system on the date nearest preceding such date, or (b) if the Common
Stock is not listed then on Nasdaq or any registered national stock exchange, the closing
bid price for a share of Common Stock in the over-the-counter market, as reported by the OTC
Bulletin Board or in the National Quotation Bureau Incorporated or similar organization or
agency succeeding to its functions of reporting prices) at the close of business on such
date, or (c) if the Common Stock is not then reported by the OTC Bulletin Board or the
National Quotation Bureau Incorporated (or similar organization or agency succeeding to its
functions of reporting prices), then the average of the “Pink Sheet” quotes for the relevant
conversion period, as determined in good faith by the holder, or (d) if the Common Stock is
not then publicly traded the fair market value of a share of Common Stock as determined by
an Independent Appraiser selected in good faith by the Majority Holders; provided,
however, that the Issuer, after receipt of the determination by such Independent
Appraiser, shall have the right to select an additional Independent Appraiser, in which
case, the fair market value shall be equal to the average of the determinations by each such
Independent Appraiser; and provided, further that all determinations of the
Per Share Market Value shall be appropriately adjusted for any stock dividends, stock splits
or other similar transactions during such period. The determination of fair market value by
an Independent Appraiser shall be based upon the fair market value of the Issuer determined
on a going concern basis as between a willing buyer and a willing seller and taking into
account all relevant factors determinative of value, and shall be final and binding on all
parties. .




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




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




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




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




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




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




"Warrants” means this Warrant, and any other warrants of like tenor issued in
substitution or exchange for this Warrant pursuant to the provisions of Section 2(c), 2(d)
or 2(e) hereof or of any of such other Warrants.




"Warrant Price” initially means twenty cents ($0.20), as such Warrant Price may
be adjusted from time to time as shall result from the adjustments specified in this
Warrant, including Section 4 hereto.




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




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



9. Other Notices. In case at any time:




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






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






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






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






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






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





then, in each of such cases, the Issuer shall give written notice to the Holder of the date on
which (i) the books of the Issuer shall close or a record shall be taken for such dividend,
distribution or subscription rights or (ii) such reorganization, reclassification, consolidation,
merger, disposition, dissolution, liquidation or winding-up, as the case may be, shall take place.
Such notice also shall specify the date as of which the holders of Common Stock of record shall
participate in such dividend, distribution or subscription rights, or shall be entitled to exchange
their certificates for Common Stock for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or
winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the
record date or effective date for the event specified in such notice.



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



11. Governing Law. This Warrant shall be governed in all respects by the corporate
laws of the State of Delaware, and as to all matters other than those to which corporate law
applies, this Agreement shall be governed by the laws of the State of California as they apply to
contracts entered into wholly to be performed within the State of California by residents thereof.
The parties agree that the exclusive venue for any dispute hereunder shall be Santa Clara County
and the parties hereby consent to the jurisdiction of the California Superior Court for the County
of Santa Clara and the Federal District Court for the Northern District of California.



12. Notices. Any and all notices or other communications or deliveries required or
permitted to be provided hereunder shall be in writing and shall be deemed given and effective on
the earlier of (i) the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile telephone number specified for notice prior to 5:00 p.m., eastern time,
on a Trading Day, (ii) the Trading Day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile telephone number specified for notice
later than 5:00 p.m., eastern time, on any date and earlier than 11:59 p.m., eastern time, on such
date, (iii) the Trading Day following the date of mailing, if sent by 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 as follows:



	 	 	 	 	 
	If to Issuer:
	 	P-Com, Inc.
	 
	 	1996 Lundy Avenue
	 
	 	San Jose, California  95131

	 
	 	Attn:  Dan Rumsey

	 
	 	Fax: 408-874-4478

	If to Holder:
	 	North Sound Legacy Institutional Fund LLC

	 
	 	53 Forest Avenue
	 
	 	Suite 202

	 
	 	Old Greenwich, CT 06870

	 
	 	Attn: Andrew Wilder

	 
	 	Chief Operating Officer







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.



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



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



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



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



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



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



WAVE WIRELESS CORPORATION



By:

Name: Daniel W. Rumsey

Title: Acting Chief Executive Officer




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EXERCISE FORM

WAVE WIRELESS CORPORATION




The undersigned      , pursuant to the provisions of the within Warrant, hereby elects to
exercise this Warrant for      shares of Common Stock of Wave Wireless Corporation



	 	 	 	 	 	 	 	 	 
	Dated: _________________
	 	Signature
	 	 	—	 
	 
	 	Address
	 	 	—	 






     



Number of shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on
the date of Exercise:      



ASSIGNMENT




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



	 	 	 	 	 	 	 	 	 
	Dated: _________________
	 	Signature
	 	 	—	 
	 
	 	Address
	 	 	—	 






     



PARTIAL ASSIGNMENT




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



	 	 	 	 	 	 	 	 	 
	Dated: _________________
	 	Signature
	 	 	—	 
	 
	 	Address
	 	 	—	 






     



2



FOR USE BY THE ISSUER ONLY:




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




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