EX-10.02






THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS
OR WAVE WIRELESS CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF
SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
LAWS IS NOT REQUIRED.



WAVE WIRELESS CORPORATION

Senior Convertible Promissory Bridge Note




U.S. $ 70,000 Issuance Date: December
7, 2005


No.: 9-2005-WV-05 Maturity Date: March 31, 2006



FOR VALUE RECEIVED, the undersigned, Wave Wireless Corporation, a Delaware corporation
(the “Company”), hereby promises to pay to the order of North Sound Legacy Institutional
Fund LLC or any future permitted holder of this secured convertible bridge note (the
"Payee”), at the principal office of the Payee set forth herein, or at such other place as
the holder may designate in writing to the Company, the principal sum of Seventy Thousand Dollars
($70,000) or such other amount as may be outstanding hereunder, together with all accrued but
unpaid interest, in such coin or currency of the United States of America as at the time shall be
legal tender for the payment of public and private debts and in immediately available funds, as
provided in this secured convertible bridge note (the “Note”).



1. Exchange of Principal and Interest into Qualified Financing. The
outstanding principal amount of this Note together with all accrued but unpaid interest hereunder
(the “Outstanding Balance”), shall automatically be exchanged into shares issued in an
equity or equity based financing or a combination of equity financings following the Issuance Date
with gross proceeds totaling at least $2,500,000 (the “Qualified Financing”);
provided, however, that for purposes of determining the number of equity securities
(including warrants) to be received by the Payee upon such exchange, the Payee shall be deemed to
have tendered 120% of the Outstanding Balance of the Note as payment of the purchase price in the
Qualified Financing. Upon such exchange pursuant to a Qualified Financing, the Payee shall be
deemed a purchaser in such Qualified Financing and shall be granted all rights afforded a purchaser
in the Qualified Financing. Notwithstanding anything to the contrary set forth herein, if the
number of shares of common stock of the Company (“Common Stock”) to be issued upon any payment of
principal or interest hereunder, or upon any conversion pursuant to a Qualified Financing, would
cause the number of shares of Common Stock owned by the Payee, together with its affiliates, at
such time to exceed, when aggregated with all other shares of Common Stock owned by the Payee and
its affiliates at such time, the number of shares of Common Stock which would result in such Payee
and its affiliates beneficially owning (as determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934 and the rules thereunder) in excess of 9.9% of all of the Common
Stock outstanding at such time; provided, however, that upon the Payee providing the Company with
sixty-one (61) days notice (the “Waiver Notice”) that Payee would like to waive this restriction
with regard to any or all shares of Common Stock issuable upon such payment, this provision will be
of no force or effect with regard to all or a portion of the interest payment amount referenced in
the Waiver Notice. The Company covenants and agrees that the securities issued in any Qualified
Financing shall reflect the foregoing restrictions on the Payee’s ownership of Common Stock.



2. In consideration for the loan evidenced by this Note, the Payee shall be issued
Bridge Warrants in the form attached as Exhibit A for the issuance of two hundred fifty
thousand (250,000) shares of Common Stock at an exercise price of $.20 per $100,000 of Note
principal amount.



3. Voluntary Conversion of Principal and Interest. At the option of the
Payee, but subject to Section 1 hereof, the Outstanding Balance of this Note may be converted into
Common Stock at a price per share of $0.15 at any time the Note remains outstanding.



4. Seniority and Ranking. Except for the amounts outstanding under the
Credit Facility dated September 17, 2004 from Silicon Valley Bank, which amounts shall not exceed
$1,500,000 without the consent of the Payee, this Note shall rank senior to the Maker’s currently
issued and outstanding indebtedness and equity securities; provided, however, this Note shall rank
pari-passu with respect to (i) certain other secured promissory notes of the Company of like tenor
herewith, in an aggregate principal amount not to exceed $1,250,000, inclusive of this Note, to be
issued between September 1, 2005 and January 15, 2006; and (ii) a secured promissory note of the
Company in a principal amount of $4,153,649.92, dated October 1, 2005. The parties agree and
acknowledge that all amounts due under the terms of this Note are subordinate to all amounts due
under the terms of the Credit Facility from Silicon Valley Bank.



5. Principal and Interest Payments.



(a) In the event the Company does not complete the Qualified Financing, the Company shall
repay the entire principal balance then outstanding on March 31, 2006 (the “Maturity
Date”).



(b) Interest on the outstanding principal balance of this Note shall accrue at a rate of ten
percent (10%) per annum. Interest on the outstanding principal balance of the Note shall be
computed on the basis of the actual number of days elapsed and a year of three hundred and
sixty-five (365) days and shall be payable on the Maturity Date by the Company in cash or in shares
of the Company’s equity securities. Furthermore, upon the occurrence of an Event of Default, then
to the extent permitted by law, the Company will pay interest to the Payee, payable on demand, on
the outstanding principal balance of the Note from the date of the Event of Default until payment
in full at the rate of twelve percent (12%) per annum.



(c) At the Company’s sole option, the Company may prepay the outstanding principal amount of
this Note plus all accrued and unpaid interest in cash at any time without penalty prior to
maturity. All payments made on account of the indebtedness evidenced by this Note shall be applied
first to accrued but unpaid interest, if any, and the remainder shall be applied to principal.



6. Non-Business Days. Whenever any payment to be made shall be due on a
Saturday, Sunday or a public holiday under the laws of the State of New York, such payment may be
due on the next succeeding business day and such next succeeding day shall be included in the
calculation of the amount of accrued interest payable on such date.



7. Representations and Warranties of the Company. The Company represents
and warrants to the Payee as follows:



(a) The Company has been duly incorporated and is validly existing and in good
standing under the laws of the state of Delaware, with full corporate power and authority to own,
lease and operate its properties and to conduct its business as currently conducted.



(b) This Note has been duly authorized, validly executed and delivered on behalf of
the Company and is a valid and binding obligation of the Company enforceable against the Company in
accordance with its terms, subject to limitations on enforcement by general principles of equity
and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally, and the
Company has full power and authority to execute and deliver this Note and to perform its
obligations hereunder.



(c) The execution, delivery and performance of this Note will not (i) conflict with
or result in a breach of or a default under any of the terms or provisions of, (A) the Company’s
certificate of incorporation or by-laws, or (B) any material provision of any indenture, mortgage,
deed of trust or other material agreement or instrument to which the Company is a party or by which
it or any of its material properties or assets is bound, (ii) result in a violation of any material
provision of any law, statute, rule, regulation, or any existing applicable decree, judgment or
order by any court, Federal or state regulatory body, administrative agency, or other governmental
body having jurisdiction over the Company, or any of its material properties or assets or (iii)
result in the creation or imposition of any material lien, charge or encumbrance upon any material
property or assets of the Company or any of its subsidiaries pursuant to the terms of any agreement
or instrument to which any of them is a party or by which any of them may be bound or to which any
of their property or any of them is subject.



(d) No consent, approval or authorization of or designation, declaration or filing
with any governmental authority on the part of the Company is required in connection with the valid
execution and delivery of this Note.



8. Events of Default. The occurrence of any of the following events shall
be an “Event of Default” under this Note:



(a) the Company shall fail to make the payment of any amount of any principal
outstanding for a period of three (3) business days after the date such payment shall become due
and payable hereunder; or



(b) the Company shall fail to make any payment of interest for a period of three (3)
business days after the date such interest shall become due and payable hereunder; or



(c) any representation, warranty or certification made by the Company herein or in
any certificate or financial statement shall prove to have been false or incorrect or breached in a
material respect on the date as of which made; or



(d) the holder of any indebtedness of the Company or any of its subsidiaries shall
accelerate any payment of any amount or amounts of principal or interest on any indebtedness (the
"Indebtedness”) (other than the Indebtedness hereunder) prior to its stated maturity or
payment date the aggregate principal amount of which Indebtedness of all such persons is in excess
of $1,000,000, whether such Indebtedness now exists or shall hereinafter be created, and such
accelerated payment entitles the holder thereof to immediate payment of such Indebtedness which is
due and owing and such indebtedness has not been discharged in full or such acceleration has not
been stayed, rescinded or annulled within ten (10) business days of such acceleration; or



(e) A judgment or order for the payment of money shall be rendered against the
Company or any of its subsidiaries in excess of $1,000,000 in the aggregate (net of any applicable
insurance coverage) for all such judgments or orders against all such persons (treating any
deductibles, self insurance or retention as not so covered) that shall not be discharged, and all
such judgments and orders remain outstanding, and there shall be any period of sixty (60)
consecutive days following entry of the judgment or order in excess of $1,000,000 or the judgment
or order which causes the aggregate amount described above to exceed $1,000,000 during which a stay
of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be
in effect; or



(f) the Company shall (i) apply for or consent to the appointment of, or the taking
of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial
part of its property or assets, (ii) make a general assignment for the benefit of its creditors,
(iii) commence a voluntary case under the Bankruptcy Code or under the comparable laws of any
jurisdiction (foreign or domestic), (iv) file a petition seeking to take advantage of any
bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement
of creditors’ rights generally, (v) acquiesce in writing to any petition filed against it in an
involuntary case under the Bankruptcy Code or under the comparable laws of any jurisdiction
(foreign or domestic), or (vi) take any action under the laws of any jurisdiction (foreign or
domestic) analogous to any of the foregoing; or



(g) a proceeding or case shall be commenced in respect of the Company or any of its
subsidiaries without its application or consent, in any court of competent jurisdiction, seeking
(i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition or
readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or
the like of it or of all or any substantial part of its assets or (iii) similar relief in respect
of it under any law providing for the relief of debtors, and such proceeding or case described in
clause (i), (ii) or (iii) shall continue undismissed, or unstayed and in effect, for a period of
thirty (30) consecutive days or any order for relief shall be entered in an involuntary case under
the Bankruptcy Code or under the comparable laws of any jurisdiction (foreign or domestic) against
the Company or any of its subsidiaries or action under the laws of any jurisdiction (foreign or
domestic) analogous to any of the foregoing shall be taken with respect to the Company or any of
its subsidiaries and shall continue undismissed, or unstayed and in effect for a period of thirty
(30) consecutive days; or



(h) the suspension from listing or the failure of the Common Stock to be listed on
the OTC Bulletin Board for a period of five (5) consecutive trading days.



9. Remedies Upon An Event of Default. If an Event of Default shall have
occurred and shall be continuing, the Payee of this Note may at any time at its option, (a) declare
the entire unpaid principal balance of this Note, together with all interest accrued hereon, due
and payable, and thereupon, the same shall be accelerated and so due and payable; provided,
however, that upon the occurrence of an Event of Default described in (i) Sections 8(f) and
(g), without presentment, demand, protest, or notice, all of which are hereby expressly
unconditionally and irrevocably waived by the Company, the outstanding principal balance and
accrued interest hereunder shall be automatically due and payable, and (ii) Sections 8(a) through
(e) and Section 8(h), the Payee may exercise or otherwise enforce any one or more of the Payee’s
rights, powers, privileges, remedies and interests under this Note or applicable law. No course of
delay on the part of the Payee shall operate as a waiver thereof or otherwise prejudice the right
of the Payee. No remedy conferred hereby shall be exclusive of any other remedy referred to herein
or now or hereafter available at law, in equity, by statute or otherwise. Notwithstanding the
foregoing, Payee agrees that its rights and remedies hereunder are limited to receipt of cash or
shares of the Company’s equity securities in the amounts described herein.



10. Replacement. Upon receipt of a duly executed, notarized and unsecured
written statement from the Payee with respect to the loss, theft or destruction of this Note (or
any replacement hereof), and without requiring an indemnity bond or other security, or, in the case
of a mutilation of this Note, upon surrender and cancellation of such Note, the Company shall issue
a new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or mutilated Note.



11. Parties in Interest, Transferability. This Note shall be binding upon
the Company and its successors and assigns and the terms hereof shall inure to the benefit of the
Payee and its successors and permitted assigns. This Note may be transferred or sold, subject to
the provisions of Section 17 of this Note, or pledged, hypothecated or otherwise granted as
security by the Payee.



12. Amendments. This Note may not be modified or amended in any manner
except in writing executed by the Company and the Payee.



13. Notices. Any notice, demand, request, waiver or other communication
required or permitted to be given hereunder shall be in writing and shall be effective (a) upon
hand delivery by telecopy or facsimile at the address or number designated below (if delivered on a
business day during normal business hours where such notice is to be received), or the first
business day following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (b) on the second business day following the
date of mailing by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The Company will give written notice
to the Payee at least thirty (30) days prior to the date on which the Company closes its books or
takes a record (x) with respect to any dividend or distribution upon the common stock of the
Company, (y) with respect to any pro rata subscription offer to holders of common stock of the
Company or (z) for determining rights to vote with respect to a Major Transaction, dissolution,
liquidation or winding-up and in no event shall such notice be provided to such holder prior to
such information being made known to the public. The Company will also give written notice to the
Payee at least twenty (20) days prior to the date on which dissolution, liquidation or winding-up
will take place and in no event shall such notice be provided to the Payee prior to such
information being made known to the public.



	 	 	 	 	 
	Address of the Payee:
	 	North Sound Legacy Institutional Fund LLC

	 
	 	c/o North Sound Capital LLC
	 
	 	20 Horseneck Lane
	 
	 	Greenwich, CT  06830

	 
	 	Attention: Andrew B. David, General Counsel

	 
	 	Tel: (203) 340-5700

	 
	 	Fax: (203) 340-5701

	Address of the Company:
	 	Wave Wireless Corporation

	 
	 	1996 Lundy Ave.
	 
	 	San Jose, CA 95131

	 
	 	Attention: Chief Financial Officer

	 
	 	Tel. No.: (408) 943-4200

	 
	 	Fax No.:  (408) 943-4305







14. Governing Law. This Note shall be governed by and construed in
accordance with the internal laws of the State of New York, without giving effect to the choice of
law provisions. This Note shall not be interpreted or construed with any presumption against the
party causing this Note to be drafted.



15. Headings. Article and section headings in this Note are included herein
for purposes of convenience of reference only and shall not constitute a part of this Note for any
other purpose.



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



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



18. Enforcement Expenses. The Company agrees to pay all costs and expenses
of enforcement of this Note, including, without limitation, reasonable attorneys’ fees and
expenses.



19. Binding Effect. The obligations of the Company and the Payee set forth
herein shall be binding upon the successors and assigns of each such party, whether or not such
successors or assigns are permitted by the terms hereof.



20. Compliance with Securities Laws. The Payee of this Note acknowledges
that this Note is being acquired solely for the Payee’s own account and not as a nominee for any
other party, and for investment, and that the Payee shall not offer, sell or otherwise dispose of
this Note other than in compliance with the laws of the United States of America and as guided by
the rules of the Securities and Exchange Commission. This Note and any Note issued in substitution
or replacement therefore shall be stamped or imprinted with a legend in substantially the following
form:



“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW AND
MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE
SECURITIES LAWS OR WAVE WIRELESS CORPORATION SHALL HAVE RECEIVED AN
OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER
THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE
SECURITIES LAWS IS NOT REQUIRED.”



21. Severability. The provisions of this Note are severable, and if any
provision shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such
invalidity or unenforceability shall not in any manner affect such provision in any other
jurisdiction or any other provision of this Note in any jurisdiction.



22. Consent to Jurisdiction. Each of the Company and the Payee (i) hereby
irrevocably submits to the jurisdiction of the United States District Court sitting in the
Southern District of New York and the courts of the State of New York located in New
York county for the purposes of any suit, action or proceeding arising out of or relating to
this Note and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of such court, that the suit,
action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or
proceeding is improper. Each of the Company and the Payee consents to process being served in any
such suit, action or proceeding by mailing a copy thereof to such party at the address set forth in
Section 10 hereof and agrees that such service shall constitute good and sufficient service of
process and notice thereof. Nothing in this Section 19 shall affect or limit any right to serve
process in any other manner permitted by law.



23. Company Waivers. Except as otherwise specifically provided herein, the
Company and all others that may become liable for all or any part of the obligations evidenced by
this Note, hereby waive presentment, demand, notice of nonpayment, protest and all other demands
and notices in connection with the delivery, acceptance, performance and enforcement of this Note,
and do hereby consent to any number of renewals of extensions of the time or payment hereof and
agree that any such renewals or extensions may be made without notice to any such persons and
without affecting their liability herein and do further consent to the release of any person liable
hereon, all without affecting the liability of the other persons, firms or Company liable for the
payment of this Note, AND DO HEREBY WAIVE TRIAL BY JURY.



(a) No delay or omission on the part of the Payee in exercising its rights under
this Note, or course of conduct relating hereto, shall operate as a waiver of such rights or any
other right of the Payee, nor shall any waiver by the Payee of any such right or rights on any one
occasion be deemed a waiver of the same right or rights on any future occasion.



(b) THE COMPANY ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A
COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE LAW, HEREBY WAIVES ITS RIGHT TO
NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE PAYEE OR ITS SUCCESSORS OR
ASSIGNS MAY DESIRE TO USE.



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IN WITNESS WHEREOF, the Company has executed and delivered this Note as of the date first
written above.



WAVE WIRELESS CORPORATION



By:

Name: Daniel Rumsey

Title: Interim Chief Executive Officer





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