RESTATEDCERTIFICATE OF INCORPORATION

OF P-COM, INC.

a Delaware Corporation

 

(As Amended)

 

ARTICLE I

 

The name of this Corporation is P-COM, Inc.

 

ARTICLE II

 

The address of the registered office of this Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

 

ARTICLE III

 

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

 

ARTICLE IV

 

This Corporation is authorized to issue two (2) classes of stock, to be designated, respectively, "Common Stock" and "Preferred Stock." The total number of shares that this Corporation is authorized to issue is 25,333,333 shares. 23,333,333 shares shall be Common Stock, par value $.0001 per share, and 2,000,000 shares shall be Preferred Stock, par value $.0001 per share. Upon this amendment of this Article IV (the "Effective Time"), each 30 shares of the Common Stock, par value $0.0001 per share, of the Corporation issued and outstanding or held in treasury shall be combined into one (1) share of Common Stock, parvalue $0.0001 per share, of the Corporation, without any action by the holders thereof. Each stockholder who, immediately prior to the Effective Time, owns a number of shares of Common Stock which is not evenly divisible by 30 shall, with respect to such fractional interest, be entitled to receive from the Corporation cash in an amount equal to such fractional interest multiplied by the sale price of the Common Stock last reported immediately prior to the Effective Time.

 

The Preferred Stock may be issued from time to time in one or more series, without further stockholder approval. The Board of Directors is hereby authorized, in the resolution or resolutions adopted by the Board of Directors providing for the issue of any wholly unissued series of Preferred Stock, within the limitations and restrictions stated in this Amended and Restated Certificate of Incorporation, to fix or alter the divided rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), the redemption price or prices, and the liquidation preferences of any wholly unissued series of Preferred Stock, and the number of shares constituting anysuch series and the designation thereof, or any of them, and to increase or decrease the number of shares of any series

 

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subsequent to the issue of shares of that series, but not below the number of shares of such series then outstanding. Incase the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

 

ARTICLE V

 

In furtherance of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of this Corporation.

 

ARTICLE VI

 

Elections of directors need not be by written ballot unless the Bylaws of this Corporation shall so provide. At each annual meeting of stockholders, directors of the Corporation shall be elected to hold office until the expiration of the term for which they are elected, and until their successors have been duly elected and qualified; except that if any such election shall not be so held, such election shall take place at a stockholders' meeting called and held in accordance with the Delaware General Corporation Law. The directors of the Corporation shall be divided into three classes as nearly equal in size as is practicable, hereby designated Class I, Class II and Class III. The term of office of the initial Class I directors shall expire at the next succeeding annual meeting of stockholders, the term of office of the initial Class II directors shall expire at the second succeeding annual meeting of stockholders and the term of office of the initial Class IIIdirectors shall expire at the third succeeding annual meeting of stockholders.  For the purposes hereof, the initial Class I, Class II and Class III directors shall be those directors so nominated and elected at the first annual meetingof stockholders after the filing of this Restated Certificate of Incorporation.  At each annual meeting of stockholders thereafter, directors to replace those of a class whose terms expire at such annual meeting shall be elected to holdoffice until the third succeeding annual meeting and until their respective successors shall have been duly elected and qualified. If the number of directors is hereafter changed, any newly created directorships or decrease in directorships shall be so apportioned among the classes as to make all classes as nearly equal in number as is practicable.

 

The number of directors which constitute the whole board of directors of the Corporation shall be designated in the bylaws of the Corporation or by resolution adopted by the Board of Directors.  Vacancies occurring on the board of directors for any reason may be filled by vote of a majority of the remaining members of the board of directors, although less than a quorum, at any meeting of the board of directors. A person so elected by the board of directors to fill a vacancy shall hold office until the next succeeding annual meeting of stockholders of the Corporation and until his or her successor shall have been duly elected and qualified.

 

ARTICLE VII

 

Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The booksof this Corporation may be kept (subject to any provision contained in the statutes of the State of Delaware) outside the State of Delaware at such place or places as may be

 

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designated from time to time by the Board of Directors or in the Bylaws of this Corporation.

 

ARTICLE VIII

 

A director of this Corporation shall not be personally liable to this Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability: (i)for any breach of the director's duty of loyalty to this Corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174of the General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the General Corporation Law is amended after approval by the stockholders of this Article VIII to authorize Corporation action further eliminating or limiting the personal liability of directors, then the liability of a director of this Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law as so amended.

 

Any repeal or modification of the foregoing provisions of this Article VIII by the stockholders of this Corporation shall not adversely affect any right or protection of a director of this Corporation existing at the time of such repeal or modification.

 

ARTICLE IX

 

This Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute.

 

 

CERTIFICATE OF AMENDMENT OF

RESTATED CERTIFICATE OF INCORPORATION OF

P-COM, INC.

(Pursuant to Section 242 of the

Delaware General Corporation Law)

P-COM, INC. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, by its duly authorized officer, does hereby certify:

FIRST: That the Board of Directors of the Corporation duly adopted a resolution setting forth a proposed amendment to the Restated Certificate of Incorporation of the Corporation and declaring said amendment to be advisable and recommended for approval by the stockholders of the Corporation.

SECOND: That the amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

THIRD: That upon the effectiveness of this Certificate of Amendment, Article I of the Restated Certificate of Incorporation of the Corporation is hereby amended such that, as amended, said Article shall read in its entirety as follows:

The name of this Corporation is Wave Wireless Corporation.

FOURTH: That the foregoing amendment shall be effective on August 22, 2005 at 8:00 a.m. Eastern Time.

IN WITNESS WHEREOF, this Certificate of Amendment of Restated Certificate of Incorporation has been executed on this 12th day of August, 2005.

 

 

 

P-COM, INC.
By:

 


/s/ Daniel W. Rumsey

 

 

 

 

 

Daniel W. Rumsey
Secretary

 

 

 

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
WAVE WIRELESS CORPORATION
a Delaware corporation

Pursuant to the provisions of Section 242 of the General Corporation Law of the State of Delaware, the undersigned executive officer of Wave Wireless Corporation does hereby certify:

1. The name of the corporation Wave Wireless Corporation (the "Corporation").

2. The amendment of the Certificate of Incorporation herein certified has been duly adopted and written consent has been given in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

3. Article I of the Certificate of Incorporation is hereby amended and restated in its entirety to provide as follows:

"The name of the Corporation is Azzurra Holding Corporation (the "Corporation")."

4. This amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware

IN WITNESS WHEREOF, this Certificate of Amendment to Certificate of Incorporation has been executed by a duly authorized officer of the Corporation this 21st day of August, 2007.

WAVE WIRELESS CORPORATION

By: /s/ Daniel W. Rumsey_________

Daniel W. Rumsey

President