THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Wave Wireless Corporation (WVWC.OB)

7/13/2005 Proxy Information

Mr. Roberts is a founder of P-Com, Inc. and has served as Chairman since September 1993. He was Chief Executive Officer from October 1991 to May 2001 and interim Chief Executive Officer from January 2002 until September 2003.

Debenture Financing Transaction

Pursuant to a Note and Warrant Purchase Agreement, dated November 3, 2004, a single accredited investor agreed to purchase debentures issued by the Company in the aggregate principal amount of up to $5,000,000. In addition, we agreed to issue to this investor warrants to purchase up to 800,000 shares of our common stock. The warrants have an initial exercise price of $1.50 and a term of five years. The purchase agreement provided that the debentures and warrants would be issued in multiple closings. The first closing took place on November 26, 2004, at which time we issued a debenture in the amount of $3,300,000 and a warrant to purchase 528,000 shares of our common stock. The second, third, fourth and fifth closings took place on March 21, March 31, May 2 and June 30, 2005, respectively, at which time we issued debentures in the amounts of $250,000, $600,000, $350,000 and $500,000 and warrants to purchase 40,000 shares, 96,000 shares, 56,000 shares and 80,000 shares of our common stock, respectively.

In connection with the Note and Warrant Purchase Agreement, we also entered into a Registration Rights Agreement, which obligated us to register the 6,000,000 shares of common stock that may be used to pay the amounts due under the debentures and the 800,000 shares of common stock issuable upon exercise of the warrants.

In June 2005, we issued 250 shares of our Series F Preferred Stock to the holder of these debentures as payment of the principal and interest due on March 31, 2005 and as partial payment of the principal and interest due on June 30, 2005. In June 2005, we also issued a warrant to purchase up to 500,000 shares of our common stock at an exercise price of $0.20 per share to the holder of these debentures.

Exchange Agreements

In May 2005, we entered into an Exchange Agreement with the holders of all of our outstanding shares of Series D Preferred Stock. Pursuant to this agreement, the holders of our Series D Preferred Stock agreed to exchange all of their shares of Series D Preferred Stock for 1,000 shares of our Series G Preferred Stock and warrants to purchase up to 1,000,000 shares of our common stock at an exercise price of $0.001 per share.

In July 2005, we entered into an Exchange Agreement with three of the holders of our Series C Preferred Stock. Pursuant to this agreement, these holders have agreed to exchange all of their shares of Series C Preferred Stock (approximately 2,332 shares) for (i) the same number of shares of our Series G Preferred Stock that they would have received in exchange for their shares of Series C Preferred Stock in the recapitalization described in Proposal 4 of this Proxy Statement and (ii) warrants to purchase up to the same number of shares of our common stock that they would have received in the recapitalization at an exercise price of $0.001 per share. The exchange of securities contemplated by this agreement will be effected immediately prior to the effective time of the recapitalization.

9/13/2004 Proxy Information

Mr. Stephenson served as Vice President, Finance and Administration and Chief Financial Officer of P-Com, Inc. from September 2000 until 2004.

11/7/2003 Proxy Information

No related party transactions or special relationships reported for this company. Director relationships marked "Outside Related" at this firm will most often be former executives of the company. Additional information regarding these relationships will be added during our regular updates.