EX-10.07






SECURITY AGREEMENT




SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time
in accordance herewith and including all attachments, exhibits and schedules hereto, the
“Agreement”), dated as of December 7, 2005, made by Wave Wireless Corporation, a Delaware
corporation (the “Grantor”), in favor of North Sound Legacy Institutional Fund LLC (the “Secured
Party”).



WHEREAS, the Grantor has issued or will issue separate promissory notes to the Secured Party
(the “Notes”); and



WHEREAS, the Secured Party and the Grantor agree that the Grantor execute and deliver to the
Secured Party a security agreement providing for the grant to the Secured Party of a continuing
security interest in all personal property and assets of the Grantor, all in substantially the form
hereof to secure all Obligations (hereinafter defined).



	 	 	 
	NOW, THEREFORE, the parties agree as follows:

	 
	 	 
	ARTICLE I.

	 	Definitions






Section 1.1. Definition of Terms Used Herein. All capitalized terms used herein and
not defined herein have the meanings provided therefor in the Notes. All terms defined in the
Uniform Commercial Code (hereinafter defined) as in effect from time to time and used herein and
not otherwise defined herein (whether or not such terms are capitalized) have the same definitions
herein as specified therein.



Section 1.2. Definition of Certain Terms Used Herein. As used herein, the following
terms have the following meanings:



"Collateral” means all accounts receivable of the Grantor and all personal and fixture
property of every kind and nature, including, without limitation, all furniture, fixtures,
equipment, raw materials, inventory, or other goods, accounts, contract rights, rights to the
payment of money, insurance refund claims and all other insurance claims and proceeds, tort claims,
chattel paper, documents, instruments, securities and other investment property, deposit accounts,
rights to proceeds of letters of credit and all general intangibles including, without limitation,
all tax refund claims, license fees, patents, patent licenses, patent applications, trademarks,
trademark licenses, trademark applications, trade names, copyrights, copyright licenses, copyright
applications, rights to sue and recover for past infringement of patents, trademarks and
copyrights, computer programs, computer software, engineering drawings, service marks, customer
lists, goodwill, and all licenses, permits, agreements of any kind or nature pursuant to which the
Grantor possesses, uses or has authority to possess or use property (whether tangible or
intangible) of others or others possess, use or have authority to possess or use property (whether
tangible or intangible) of the Grantor, and all recorded data of any kind or nature, regardless of
the medium of recording including, without limitation, all books and records, software, writings,
plans, specifications and schematics; and all proceeds and products of each of the foregoing.



“Default” means any event or circumstance which, with the giving of notice, the lapse
of time, or both, would (if not cured, waived, or otherwise remedied during such time) constitute
an Event of Default.



“Event of Default” has the meaning specified in the Notes.



“Indemnitees” has the meaning specified in Section 7.5(b).



“Lien” means: (i) any interest in property securing an obligation owed to, or a claim
by, a Person other than the owner of the property, whether such interest is based on the common
law, statute, or contract, and including a security interest, charge, claim, or lien arising from a
mortgage, deed of trust, encumbrance, pledge, hypothecation, assignment, deposit arrangement,
agreement, security agreement, conditional sale or trust receipt or a lease, consignment or
bailment for security purposes; (ii) to the extent not included under clause (i), any
reservation, exception, encroachment, easement, right-of-way, covenant, condition, restriction,
lease or other title exception or encumbrance affecting property; and (iii) any contingent or other
agreement to provide any of the foregoing.



"Notes” has the meaning assigned to such term in the first recital of this Agreement.



"Obligations” means all indebtedness, liabilities, obligations, covenants and duties
of the Grantor to the Secured Party of every kind, nature and description, direct or indirect,
absolute or contingent, due or not due, contractual or tortious, liquidated or unliquidated,
arising by operation of law or otherwise, now existing of hereafter arising under or in connection
with the Notes.



“Registered Organization” means an entity formed by filing a registration document
with a United States Governmental Authority, such as a corporation, limited partnership or limited
liability company.



"Security Interest” has the meaning specified in Section 2.1 of this Agreement.



“Uniform Commercial Code” means the Uniform Commercial Code from time to time in
effect in the State of New York.



ARTICLE II. Security Interest




Section 2.1. Security Interest. As security for the payment and performance, in full
of the Obligations, and any extensions, renewals, modifications or refinancings of the Obligations,
the Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates
and transfers to the Secured Party, and hereby grants to the Secured Party, their successors and
assigns, a security interest in, all of such Grantor’s right, title and interest in, to and under
the Collateral (the "Security Interest"). The parties agree and acknowledge that the
Security Interest granted hereunder to the Secured Party in and to the Collateral shall at all
times be subordinate in all respects to the secured interest of Silicon Valley Bank, and shall rank
pari passu in all respects to the secured interest of holders of certain promissory notes of the
Company issued between September 1, 2005 and January 15, 2006, in an amount not to exceed
$5,403,649.90.



Section 2.2. No Assumption of Liability. The Security Interest is granted as security
only and shall not subject the Secured Party to, or in any way alter or modify, any obligation or
liability of the Grantor with respect to or arising out of the Collateral.



ARTICLE III. Representations and Warranties




The Grantor represents and warrants to the Secured Party that:



Section 3.1. Title and Authority. The Grantor has good and valid rights in and title
to the Collateral with respect to which it has purported to grant a security interest hereunder and
has full power and authority to grant to the Secured Party the Security Interest and to execute,
deliver and perform its obligations in accordance with the terms of this Agreement, without the
consent or approval of any other Person other than any consent or approval which has been obtained.



Section 3.2. Filings; Actions to Achieve Perfection. Fully executed Uniform
Commercial Code financing statements (including fixture filings, as applicable) or other
appropriate filings, recordings or registrations containing a description of the Collateral have
been delivered to the Secured Party for filing in each United States governmental, municipal or
other office specified in Schedule A, which are all the filings, recordings and
registrations that are necessary to publish notice of and protect the validity of and to establish
a legal, valid and perfected security interest in favor of the Secured Party in respect of all
Collateral in which the Security Interest may be perfected by filing, recording or registration in
the United States (or any political subdivision thereof) and its territories and possessions, and
no further or subsequent filing, refiling, recording, rerecording, registration or reregistration
is necessary in any such jurisdiction, except as provided under applicable law with respect to the
filing of continuation statements or with respect to the filing of amendments or new filings to
reflect the change of the Grantor’s name, location, identity or corporate structure. The Grantor’s
name is listed in the preamble of this Agreement identically to how it appears on its articles of
incorporation or other organizational documents.



Section 3.3. Validity and Priority of Security Interest. The Security Interest
constitutes (a) a legal and valid security interest in all the Collateral securing the payment and
performance of the Obligations, (b) subject only to the filings described in Section 3.2 above and
other previously perfected security interests in the Collateral listed on Schedule 3.3 to
this Agreement (“Existing Liens”), a perfected security interest in all Collateral in which
a security interest may be perfected by filing, recording or registration in the United States
pursuant to the Uniform Commercial Code or other applicable law in the United States (or any
political subdivision thereof) and its territories and possessions or any other country, state or
nation (or any political subdivision thereof). The Security Interest is and shall be subordinate
to any other Existing Lien on any of the Collateral. Without limiting the generality of the
foregoing, the parties agree and acknowledge that the Security Interest granted hereunder to the
Secured Party in and to the Collateral shall at all times be subordinate in all respects to the
secured interest of Silicon Valley Bank, and shall rank pari passu in all respects to the secured
interest of holders of certain promissory notes of the Company issued between September 1, 2005 and
January 15, 2006, in an amount not to exceed $5,403,649.90 (together, “Permitted Liens”).



Section 3.4. Absence of Other Liens. The Grantor’s Collateral is owned by the Grantor
free and clear of any Lien other than Existing Liens. Without limiting the foregoing and except as
set forth on Schedule 3.4 to this Agreement, the Grantor has not filed or consented to any
filing described in Schedule A in favor of any Person other than the Secured Party, nor
permitted the granting or assignment of a security interest or permitted perfection of any security
interest in the Collateral in favor of any Person other than the Secured Party; provided, however,
Grantor may create additional security interests in and to the Collateral that rank pari passu with
the interests of Secured Party hereunder in an amount not to exceed $650,000, and such additional
interests shall constitute Permitted Liens hereunder. The Grantor’s having possession of all
instruments and cash constituting Collateral from time to time and the filing of financing
statements in the offices referred to in Schedule A hereto results in the perfection of
such security interest. Such security interest is, or in the case of Collateral in which the
Grantor obtain rights after the date hereof, will be, a perfected, first priority security
interest. Such notices, filings and all other action necessary or desirable to perfect and protect
such security interest have been duly taken.



Section 3.5. Valid and Binding Obligation. This Agreement constitutes the legal,
valid and binding obligation of the Grantor, enforceable against the Grantor in accordance with its
terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and
other laws of general application affecting enforcement of creditors’ rights generally, (ii) as
limited by laws relating to the availability of specific performance, injunctive relief, or other
equitable remedies, and (iii) to the extent the indemnification provisions contained in this
Agreement may be limited by applicable federal or state securities laws.



ARTICLE IV. Covenants




Section 4.1. Change of Name; Location of Collateral; Place of Business, State of Formation
or Organization.




(a) The Grantor shall notify the Secured Party in writing promptly of any change (i) in
its corporate name or in any trade name used to identify it in the conduct of its business
or in the ownership of its properties, (ii) in the location of its chief executive office,
its principal place of business, any office in which it maintains books or records relating
to Collateral owned by it (including the establishment of any such new office or facility),
(iii) in its identity or corporate structure such that a filed filing made under the Uniform
Commercial Code becomes misleading or (iv) in its Federal Taxpayer Identification Number.
In extension of the foregoing, the Grantor shall not effect or permit any change referred to
in the preceding sentence unless all filings have been made under the Uniform Commercial
Code or otherwise that are required in order for the Secured Party to continue at all times
following such change to have a valid, legal and perfected first priority security interest
in all the Collateral.




(b) Without limiting Section 4.1(a), without the prior written consent of the Secured
Party in each instance, the Grantor shall not change its (i) principal residence, if it is
an individual, (ii) place of business, if it has only one place of business and is not a
Registered Organization, (iii) principal place of business, if it has more than one place of
business and is not a Registered Organization, or (iv) state of incorporation, formation or
organization, if it is a Registered Organization.



Section 4.2. Records. The Grantor shall maintain, at its own cost and expense, such
complete and accurate records with respect to the Collateral owned by it as is consistent with its
current practices and in accordance with such prudent and standard practices used in industries
that are the same as or similar to those in which the Grantor is engaged, but in any event to
include complete accounting records indicating all payments and proceeds received with respect to
any part of the Collateral, and, at such time or times as the Secured Party may reasonably request,
promptly to prepare and deliver to the Secured Party a duly certified schedule or schedules in form
and detail satisfactory to the Secured Party showing the identity, amount and location of any and
all Collateral.



Section 4.3. Periodic Certification; Notice of Changes. In the event there should at
any time be any change in the information represented and warranted herein or in the documents and
instruments executed and delivered in connection herewith, the Grantor shall immediately notify the
Secured Party in writing of such change (this notice requirement shall be in extension of and shall
not limit or relieve the Grantor of any other covenants hereunder).



Section 4.4. Protection of Security. The Grantor shall, at its own cost and expense,
take any and all actions necessary to defend title to the Collateral against all persons and to
defend the Security Interest of the Secured Party in the Collateral and the priority thereof
against any Lien.



Section 4.5. Inspection and Verification. The Secured Party and such persons as the
Secured Party may reasonably designate shall have the right to inspect the Collateral, all records
related thereto (and to make extracts and copies from such records) and the premises upon which any
of the Collateral is located, to discuss the Grantor’s affairs with the officers of the Grantor and
its independent accountants and to verify under reasonable procedures the validity, amount,
quality, quantity, value, condition and status of, or any other matter relating to, the Collateral,
including, in the case of collateral in the possession of any third Person, by contacting any
account debtor or third Person possessing such Collateral for the purpose of making such a
verification. Out-of-pocket expenses in connection with any inspections by representatives of the
Secured Party shall be (a) the obligations of the Grantor with respect to any inspection after the
Secured Party’ demand payment of the Notes or (b) the obligation of the Secured Party in any other
case.



Section 4.6. Taxes; Encumbrances. At their option, the Secured Party may discharge,
Liens other than Existing Liens at any time levied or placed on the Collateral and may pay for the
maintenance and preservation of the Collateral to the extent the Grantor fails to do so and the
Grantor shall reimburse the Secured Party on demand for any payment made or any expense incurred by
the Secured Party pursuant to the foregoing authorization; provided, however, that nothing in this
Section shall be interpreted as excusing the Grantor from the performance of, or imposing any
obligation on the Secured Party to cure or perform, any covenants or other obligation of the
Grantor with respect to any Lien or maintenance or preservation of Collateral as set forth herein.



Section 4.7. Use and Disposition of Collateral. The Grantor shall not make or permit
to be made an assignment, pledge or hypothecation of any Collateral or shall grant any other Lien
in respect of the Collateral without the prior written consent of the Secured Party. The Grantor
shall not make or permit to be made any transfer of any Collateral and the Grantor shall remain at
all times in possession of the Collateral owned by it, other than with respect to Existing Liens
and other liens approved by the Secured Party.



Section 4.8. Insurance/Notice of Loss. Within a reasonable period of time following
the date of this Agreement, Grantor, at its own expense, shall maintain or cause to be maintained
insurance covering physical loss or damage to the Collateral. In extension of the foregoing and
without limitation, such insurance shall be payable to the Secured Party as loss payee under a
“standard” loss payee clause, and the Secured Party shall be listed as an “additional insured” on
Grantor’s general liability insurance. Such insurance shall not be terminated, cancelled or not
renewed for any reason, including non-payment of insurance premiums, unless the insurer shall have
provided the Secured Party at least 30 days prior written notice. Grantor irrevocably makes,
constitutes and appoints the Secured Party (and all officers, employees or agents designated by the
Secured Party) as its true and lawful agent and attorney-in-fact for the purpose, at any time
following the Secured Party’ demand for payment of the Notes, of making, settling and adjusting
claims in respect of Collateral under policies of insurance, endorsing the name of Grantor on any
check, draft, instrument or other item of payment for the proceeds of such policies of insurance
and for making all determinations and decisions with respect thereto. In the event that Grantor at
any time or times shall fail to obtain or maintain any of the policies of insurance required hereby
or to pay any premium in whole or part relating thereto, the Secured Party may, without waiving or
releasing any obligation or liability of Grantor hereunder, in their sole discretion, obtain and
maintain such policies of insurance and pay such premium and take any other actions with respect
thereto as the Secured Party deem advisable. All sums disbursed by the Secured Party in connection
and in accordance with this Section, including reasonable attorneys’ fees, court costs, expenses
and other charges relating thereto, shall be payable upon demand, by Grantor to the Secured Party
and shall be additional Obligations secured hereby. Grantor shall promptly notify the Secured
Party if any material portion of the Collateral owned or held by Grantor is damaged or destroyed.
The proceeds of any casualty insurance in respect of any casualty loss of any of the Collateral
shall (i) so long as the Secured Party have not demanded payment of the Notes, be disbursed to
Grantor for direct application by Grantor solely to the repair or replacement of Grantor’s property
so damaged or destroyed, and (ii) in all other circumstances, be held by the Secured Party as cash
collateral for the Obligations. The Secured Party may, at their sole option, disburse from time to
time all or any part of such proceeds so held as cash collateral, upon such terms and conditions as
the Secured Party may reasonably prescribe, for direct application by the Secured Party solely to
the repair or replacement of Grantor’s property so damaged or destroyed, or Grantor may apply all
or any part of such proceeds to the Obligations.



Section 4.9. Legend. Grantor shall legend, in form and manner satisfactory to the
Secured Party, its accounts and its books, records and documents evidencing or pertaining thereto
with an appropriate reference to the fact that such accounts have been assigned to the Secured
Party and that the Secured Party have a security interest therein.



ARTICLE V. Further Assurances; Power of Attorney




Section 5.1. Further Assurances. Grantor shall, at its own expense, execute,
acknowledge, deliver and cause to be duly filed all such further instruments and documents and take
all such actions as the Secured Party may from time to time reasonably request to better assure,
preserve, protect and perfect the Security Interest and the rights and remedies created hereby,
including the payment of any fees and taxes required in connection with the execution and delivery
of this Agreement, the granting of the Security Interest and the filing of any financing statements
(including fixture filings) or other documents in connection herewith or therewith. If any amount
payable under or in connection with any of the Collateral shall be or become evidenced by any
promissory note or other instrument, such note or instrument shall be immediately pledged and
delivered to the Secured Party, duly endorsed in a manner satisfactory to the Secured Party.



Section 5.2. Power of Attorney. 



(a) Grantor hereby irrevocably (as a power coupled with an interest) constitutes and appoints
the Secured Party (and all officers, employees or agents designated by the Secured Party), its
attorney-in-fact with full power of substitution, for the benefit of the Secured Party,




(i) to take all appropriate action and to execute all documents and instruments that
may be necessary or desirable to accomplish the purposes of this Agreement, and without
limiting the generality of the foregoing, Grantor hereby grants the power to file one or
more financing statements (including fixture filings), continuation statements, filings with
the United States Patent and Trademark Office or United States Copyright Office (or any
successor office or any similar office in any other country) or other documents for the
purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest
granted by Grantor, without the signature of Grantor, and naming Grantor as debtor and the
Secured Party as secured party; and




(ii) at any time following the Secured Party’ demand for payment of the Notes (i) to
receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts,
money orders or other evidences of payment relating to the Collateral or any part thereof;
(ii) to demand, collect, receive payment of, give receipt for and give discharges and
releases of all or any of the Collateral; (iii) to sign the name of Grantor on any invoice
or bill of lading relating to any of the Collateral; (iv) to send verifications of accounts
to any account debtor or any other Person liable for an account; (v) to commence and
prosecute any and all suits, actions or proceedings at law or in equity in any court of
competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to
enforce any rights in respect of any Collateral; (vi) to settle, compromise, compound,
adjust or defend any actions, suits or proceeding relating to all or any of the Collateral;
and (vii) to use, sell, assign, transfer, pledge, make any agreement with respect to or
otherwise deal with all or any of the Collateral, and to do all other acts and things
necessary to carry out the purposes of this Agreement, as fully and completely as though the
Secured Party were the absolute owner of the Collateral for all purposes; provided, however,
that nothing herein contained shall be construed as requiring or obligating the Secured
Party to make any commitment or to make any inquiry as to the nature or sufficiency of any
payment received by the Secured Party, or to present or file any claim or notice, or to take
any action with respect to the Collateral or any part thereof or the moneys due or to become
due in respect thereof or any property covered thereby, and no action taken or omitted to be
taken by the Secured Party with respect to the Collateral or any part thereof shall give
rise to any defense, counterclaim or offset in favor of Grantor or to any claim or action
against the Secured Party.



(b) The provisions of this Article shall in no event relieve Grantor of any of its obligations
hereunder with respect to the Collateral or any part thereof or impose any obligation on the
Secured Party to proceed in any particular manner with respect to the Collateral or any part
thereof, or in any way limit the exercise by the Secured Party of any other or further right which
it may have on the date of this Agreement or hereafter, whether hereunder, by law or otherwise.



	 	 	 
	ARTICLE VI.

Section 6.1.

	 	Remedies

Remedies upon Default.
	
 
	 	 







(a) Upon the occurrence and during the continuance of an Event of Default, Grantor
agrees to deliver each item of its Collateral to the Secured Party on demand, and it is
agreed that the Secured Party shall have the right to take any of or all the following
actions at the same or different times (but at all times subject to any Existing Liens):
with or without legal process and with or without prior notice or demand for performance, to
take possession of the Collateral and without liability for trespass to enter any premises
where the Collateral may be located for the purpose of taking possession of or removing the
Collateral, exercise Grantor’s right to bill and receive payment for completed work and,
generally, to exercise any and all rights afforded to a secured party under the Uniform
Commercial Code or other applicable law. Without limiting the generality of the foregoing,
Grantor agrees that the Secured Party shall have the right, subject to the mandatory
requirements of applicable law, to sell or otherwise dispose of all or any part of the
Collateral, at public or private sale or at any broker’s board or on any securities
exchange, for cash, upon credit or for future delivery as the Secured Party shall deem
appropriate. The Secured Party shall be authorized at any such sale (if it deems it
advisable to do so) to restrict the prospective bidders or purchasers to persons who will
represent and agree that they are purchasing the Collateral for their own account for
investment and not with a view to the distribution or sale thereof, and upon consummation of
any such sale the Secured Party shall have the right to assign, transfer and deliver to the
purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such
sale shall hold the property sold absolutely, free from any claim or right on the part of
Grantor, and Grantor hereby waives (to the extent permitted by law) all rights of
redemption, stay and appraisal which Grantor now has or may at any time in the future have
under any rule of law or statute now existing or hereafter enacted.




(b) The Secured Party shall give Grantor ten (10) days’ written notice (which Grantor
agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial
Code) of the Secured Party’ intention to make any sale of Collateral. Such notice, in the
case of a public sale, shall state the time and place for such sale and, in the case of a
sale at a broker’s board or on a securities exchange, shall state the board or exchange at
which such sale is to be made and the day on which the Collateral, or portion thereof, will
first be offered for sale at such board or exchange. Any such public sale shall be held at
such time or times within ordinary business hours and at such place or places as the Secured
Party may fix and state in the notice (if any) of such sale. At any such sale, the
Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in
separate parcels, as the Secured Party may (in their sole and absolute discretion)
determine. The Secured Party shall not be obligated to make any sale of any Collateral if
it shall determine not to do so, regardless of the fact that notice of sale of such
Collateral shall have been given. The Secured Party may, without notice or publication,
adjourn any public or private sale or cause the same to be adjourned from time to time by
announcement at the time and place fixed for sale, and such sale may, without further
notice, be made at the time and place to which the same was so adjourned. In case any sale
of all or any part of the Collateral is made on credit or for future delivery, the
Collateral so sold may be retained by the Secured Party until the sale price is paid by the
purchaser or purchasers thereof, but the Secured Party shall not incur any liability in case
any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold
and, in case of any such failure, such Collateral may be sold again upon like notice. At
any public (or, to the extent permitted by law, private) sale made pursuant to this Section,
the Secured Party may bid for or purchase, free (to the extent permitted by law) from any
right of redemption, stay, valuation or appraisal on the part of Grantor (all said rights
being also hereby waived and released to the extent permitted by law), the Collateral or any
part thereof offered for sale and may make payment on account thereof by using any claim
then due and payable to the Secured Party from Grantor as a credit against the purchase
price, and the Secured Party may, upon compliance with the terms of sale, hold, retain and
dispose of such property without further accountability to Grantor therefor. For purposes
hereof, a written agreement to purchase the Collateral or any portion thereof shall be
treated as a sale thereof; the Secured Party shall be free to carry out such sale pursuant
to such agreement and Grantor shall not be entitled to the return of the Collateral or any
portion thereof subject thereto, notwithstanding the fact that after the Secured Party shall
have entered into such an agreement all Obligations have been paid in full. As an
alternative to exercising the power of sale herein conferred upon it, the Secured Party may
proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the
Collateral or any portion thereof pursuant to a judgment or decree of a court or courts
having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver.



Section 6.2. Application of Proceeds. The Secured Party shall apply the proceeds of
any collection or sale of the Collateral, as well as any Collateral consisting of cash, as follows:



(a) FIRST, to the payment of all costs and expenses incurred by the Secured Party in
connection with such collection or sale or otherwise in connection with this Agreement or any of
the Obligations, including all court costs and the fees and expenses of its agents and legal
counsel, and any other costs or expenses incurred in connection with the exercise of any right or
remedy hereunder, under the Notes;



(b) SECOND, to the payment in full of the Obligations; and



(c) THIRD, to Grantor, its successors or assigns, or to whomsoever may be lawfully entitled to
receive the same, or as a court of competent jurisdiction may otherwise direct.



Subject to the foregoing, the Secured Party shall have absolute discretion as to the time of
application of such proceeds, moneys or balances in accordance with this Agreement. Upon any sale
of the Collateral by the Secured Party (including pursuant to a power of sale granted by statute or
under a judicial proceeding), the receipt of any such proceeds, moneys or balances by the Secured
Party or of the officer making the sale shall be a sufficient discharge to the purchaser or
purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see
to the application of any part of the purchase money paid over to the Secured Party or such officer
or be answerable in any way for the misapplication thereof.



Section 6.3. Grant of License to Use Intellectual Property. For the purpose of
enabling the Secured Party to exercise rights and remedies under this Article at such time as the
Secured Party shall be lawfully entitled to exercise such rights and remedies, Grantor hereby
grants to the Secured Party an irrevocable, non-exclusive license (exercisable without payment of
royalty or other compensation to Grantor) to use, license or sub-license any of the Collateral
consisting of intellectual property now owned or hereafter acquired by Grantor, and wherever the
same may be located, and including in such license reasonable access to all media in which any of
the licensed items may be recorded or stored and to all computer software and programs used for the
compilation or printout thereof. The use of such license by the Secured Party may be exercised, at
the option of the Secured Party, only following the Secured Party’ demand for payment of the Notes.



ARTICLE VII. Miscellaneous




Section 7.1. Notices. All communications and notices hereunder to the Grantor and to
the Secured Party shall (except as otherwise expressly permitted herein) be in writing and
delivered to the Grantor or the Secured Party, as the case may be, as provided in the Notes.



Section 7.2. Security Interest Absolute. All rights of the Secured Party hereunder,
the Security Interest and all obligations of Grantor hereunder shall be absolute and unconditional
irrespective of (a) any lack of validity or enforceability of the Notes or any agreement with
respect to any of the Obligations or any other agreement or instrument relating to any of the
foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all
or any of the Obligations, or any other amendment or waiver of or any consent to any departure from
the Notes or any other agreement or instrument, (c) any exchange, release or non-perfection of any
Lien on other collateral, or any release or amendment or waiver of or consent under or departure
from any guarantee, securing or guaranteeing all or any of the Obligations, or (d) any other
circumstance that might otherwise constitute a defense available to, or a discharge of, Grantor in
respect of the Obligations or this Agreement.



Section 7.3. Survival of Agreement. All covenants, agreements, representations and
warranties made by Grantor herein and in the certificates or other instruments prepared or
delivered in connection with or pursuant to this Agreement shall be considered to have been relied
upon by the Secured Party and shall survive the making of the loan and the execution and delivery
to the Secured Party of the Notes, regardless of any investigation made by the Secured Party or on
their behalf; and shall continue in full force and effect until this Agreement shall terminate.



Section 7.4. Binding Effect; Several Agreement; Successors and Assigns. This
Agreement shall become effective as to Grantor when a counterpart hereof executed on behalf of
Grantor shall have been delivered to the Secured Party and a counterpart hereof shall have been
executed on behalf of the Secured Party, and thereafter shall be binding upon Grantor and the
Secured Party and their respective successors and assigns, and shall inure to the benefit of
Grantor, the Secured Party and their respective successors and assigns, except that Grantor shall
not have the right to assign or transfer its rights or obligations hereunder or any interest herein
or in the Collateral (and any such assignment or transfer shall be void) except as expressly
contemplated by this Agreement, or the Notes.



Section 7.5. Secured Party’ Fees and Expense; Indemnification.




(a) Grantor agrees to pay upon demand to the Secured Party the amount of any and all
reasonable expenses, including all reasonable fees, disbursements and other charges of its
counsel and of any experts or agents, which the Secured Party may incur in connection with
(i) the administration of this Agreement (including the customary fees and charges of the
Secured Party for any audits conducted by them or on their behalf with respect to the
accounts inventory), (ii) the custody or preservation of, or the sale of, collection from or
other realization upon any of the Collateral, (iii) the exercise, enforcement or protection
of any of the rights of the Secured Party hereunder or (iv) the failure of Grantor to
perform or observe any of the provisions hereof.




(b) Grantor agrees to indemnify the Secured Party and the agent, contractors and
employees of the Secured Party (collectively, the “Indemnitees”) against, and hold
each of them harmless from, any and all losses, claims, damages, liabilities and related
expenses, including reasonable fees, disbursements and other charges of counsel, incurred by
or asserted against any of them arising out of, in any way connected with, or as a result
of, the execution, delivery, or performance of this Agreement or any agreement or instrument
contemplated hereby or any claim, litigation, investigation or proceeding relating hereto or
to the Collateral, whether or not any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross negligence
or willful misconduct of such Indemnitee.




(c) Any such amounts payable as provided hereunder shall be additional Obligations
secured hereby. The provisions of this Section shall remain operative and in full force and
effect regardless of the termination of this Agreement, the Notes or the consummation of the
transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or
unenforceability of any term or provision of this Agreement, the Notes, or any investigation
made by or on behalf of the Secured Party. All amounts due under this Section shall be
payable on written demand therefor.



Section 7.6. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY OF THE
CONFLICTS OF LAW PRINCIPLES WHICH WOULD RESULT IN THE APPLICATION OF THE SUBSTANTIVE LAW OF ANOTHER
JURISDICTION. THIS AGREEMENT SHALL NOT BE INTERPRETED OR CONSTRUED WITH ANY PRESUMPTION AGAINST
THE PARTY CAUSING THIS AGREEMENT TO BE DRAFTED.



Section 7.7. Waivers; Amendment. 



(a) No failure or delay of the Secured Party in exercising any power or right hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any such right or power,
or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other
or further exercise thereof or the exercise of any other right or power. The rights and remedies
of the Secured Party hereunder are cumulative and are not exclusive of any rights or remedies that
they would otherwise have. No waiver of any provisions of this Agreement, the Notes or or consent
to any departure by Grantor therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. No notice to or demand on Grantor in any
case shall entitle Grantor to any other or further notice or demand in similar or other
circumstances.



(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements, in writing entered into by the Secured Party and Grantor.



Section 7.8. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR
THE NOTES. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, AND THE NOTES, AS APPLICABLE, BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



Section 7.9. Severability. In the event any one or more of the provisions contained
in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall not in any way be
affected or impaired thereby (it being understood that the invalidity of a particular provision in
a particular jurisdiction shall not in and of itself affect the validity of such provision in any
other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of which comes as
close as possible to that of the invalid, illegal or unenforceable provisions.



Section 7.10. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original but all of which when taken together shall
constitute but one contract. Each party shall be entitled to rely on a facsimile signature of any
other party hereunder as if it were an original.



Section 7.11. Jurisdiction; Consent to Service of Process. 




(a) Grantor hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or Federal court of
the United States of America sitting in New York City, and any appellate court from any
thereof, in any action or proceeding arising out of or relating to this Agreement, or the
Notes, or for recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any such action
or proceeding may be heard and determined in such New York State or, to the extent permitted
by law, in such Federal court. Each of the parties hereto agrees that a final judgment in
any such action or proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by law. Nothing in this Agreement
shall affect any right that the Secured Party may otherwise have to bring any action or
proceeding relating to this Agreement, the Notes against Grantor or its properties in the
courts of any jurisdiction.




(b) Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement, or the Notes, in any New York State or Federal court. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such court.




(c) Each party to this Agreement irrevocably consents to service of process in the
manner provided for notices in Section 7.1. Nothing in this Agreement will affect the right
of any party to this Agreement to process in any other manner permitted by law.



Section 7.12. Termination. This Agreement and the Security Interest shall terminate
when all the Obligations have been paid in full, at which time the Secured Party shall execute and
deliver to Grantor, at Grantor’s expense, all Uniform Commercial Code termination statements and
similar documents which Grantor shall reasonably request to evidence such termination. Any
execution and delivery of termination statements or documents pursuant to this Section shall be
without recourse to or warranty by the Secured Party.



Section 7.13. Prejudgment Remedy Waiver. Grantor acknowledges that this Agreement,
and the Notes evidence a commercial transaction and that it could, under certain circumstances have
the right, to notice of and hearing on the right of the Secured Party to obtain a prejudgment
remedy, such as attachment, garnishment and/or replevin, upon commencing any litigation against
Grantor. Notwithstanding, Grantor hereby waives all rights to notice, judicial hearing or prior
court order to which it might otherwise have the right under any state or federal statute or
constitution in connection with the obtaining by the Secured Party of any prejudgment remedy by
reason of this Agreement, the Notes, or by reason of the Obligations or any renewals or extensions
of the same. Grantor also waives any and all objection which it might otherwise assert, now or in
the future, to the exercise or use by the Secured Party of any right of setoff, repossession or
self help as may presently exist under statute or common law.



1




IN WITNESS WHEREOF, the parties have duly executed this Security Agreement as of the
day and year first written above.



WAVE WIRELESS CORPORATION



By:      

Name:

Title:




NORTH SOUND LEGACY INSTITUTIONAL FUND LLC



	 
	By: ____

	 

	Name:

	Title:







2




SCHEDULE A

Places of Business; Chief Executive Office; Filing Locations




State of Incorporation:


Delaware



Chief Executive Office:


Wave Wireless Corporation


1996 Lundy Avenue


San Jose, CA 95131



Filing Locations:


Secretary of State of the State of Delaware



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SCHEDULE 3.3

Existing Liens




Silicon Valley Bank has a blanket lien on all of the Grantor’s assets pursuant to a Credit
Facility dated September 17, 2004 between the Grantor and Silicon Valley Bank. Certain other
holders of promissory notes of Grantor have a blanket lien on all of the Grantor’s assets pursuant
to security agreements of Grantor securing obligations of Grantor totaling $4,753,649.90.



4



SCHEDULE 3.4

Absence of Other Liens




Silicon Valley Bank has a blanket lien on all of the Grantor’s assets pursuant to a Credit
Facility dated September 17, 2004 between the Grantor and Silicon Valley Bank. Certain other
holders of promissory notes of Grantor have a blanket lien on all of the Grantor’s assets pursuant
to security agreements of Grantor securing obligations of Grantor totaling $4,753,649.90.




5