Co-Investment Agreement - Ripplewood Partners LP, WMC Holding Corp., The Michael and Roberta Seedman Revocable Trust, Michael Seedman and Western Multiplex Corp.


                         CO-INVESTMENT AGREEMENT dated as of October 31, 1999,
               among Ripplewood Partners L.P., a Delaware limited partnership
               (together with its successors and permitted assigns,
               'Ripplewood'), WMC Holding Corp., a Delaware corporation
               (together with its successors and permitted assigns, 'WMC'), The
               Michael and Roberta Seedman Revocable Trust (together with its
               successors and any of its Permitted Transferees who acquire
               shares of Common Stock pursuant to Section 6.01,'The Trust'),
               Michael Seedman ('Seedman'), Western Multiplex Corporation, a
               Delaware corporation (together with its successors and
               permitted assigns, 'Western Multiplex').


          WHEREAS, WMC, Western Multiplex Corporation, a California
corporation, GTI Acquisition Corp. and Glenayre Technologies, Inc. have
entered into a Redemption, Stock Purchase and Recapitalization Agreement (as
amended, supplemented or otherwise modified from time to time, the
'Redemption and Purchase Agreement');

          WHEREAS, subject to the terms and conditions of the Redemption and
Purchase Agreement WMC will acquire a controlling interest in Western
Multiplex Corporation;

          WHEREAS, Seedman is the trustee of The Trust;

          WHEREAS, The Trust wishes to purchase 1,900,000 shares of Class A
Common Stock, par value $.01 per share, of WMC (the 'WMC Class A Common
Stock'); and

          WHEREAS, Ripplewood will acquire shares of Class B Common Stock,
par value $.01 per share of WMC (the 'WMC Class B Common Stock' and,
collectively with the WMC Class A Common Stock, 'WMC Common Stock');

          WHEREAS, Western Multiplex will issue to The Trust warrants to
purchase an aggregate amount of 1,900,000 shares of Class A Common Stock, par
value $0.01 per share, of Western Multiplex (the 'MUX Class A Common Stock'
and, collectively with the shares of Class B Common Stock, par value $.01 per
share, of Western Multiplex, the 'MUX Common Stock'):

          WHEREAS, Ripplewood, WMC, The Trust, Zakin and Western Multiplex
wish to make certain agreements with respect to Ripplewood's and The Trust's
investment in the WMC Common Stock and the MUX Common Stock (collectively,
the 'Common Stock'), The Trust's investments in warrants to acquire MUX
Common Stock and Zakin's employment by WMC.


 

 
          NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, Ripplewood, WMC, The Trust,
Seedman and Western Multiplex agree as follows:

          SECTION 1.01. Position.  (a)  Agreement to Act as Director.
Subject to Section 11.01, WMC agrees to cause Seedman to be elected to the
Boards of Directors of WMC and Western Multiplex and Seedman hereby  agrees
to serve as a director on WMC's and Western Multiplex's Board of Directors.

          (b)  Term of Position as Director.  Seedman shall serve as director
pursuant hereto commencing on the Closing Date (as defined in the Redemption
and Purchase Agreement) and continuing until terminated pursuant to Section
11.01 (the 'Term').

          (c)  Compensation and Benefits.  Seedman shall not be entitled to
receive any compensation or benefits from Ripplewood, WMC, Western Multiplex
or any of their Affiliates as a consequence of serving as a director of WMC
or Western Multiplex.  'Affiliate' shall mean, with respect to any person,
any other person that directly or indirectly, through one or more
intermediaries, controls, or is controlled by, or is under common control
with, such person.  For purposes of the foregoing sentence, 'control'
(including, with correlative meanings, the terms 'controlled by' and 'under
common control with'), as used with respect to any person, means the direct
or indirect possession of the power to direct or cause the direction of the
management or policies of such person, whether through the ownership of
voting securities, by contract or otherwise.

          2.01.  Equity Investment.  (a)  (i)  Subject only to the
satisfaction of the conditions precedent set forth in clauses (ii) and (iii)
below, WMC hereby agrees to issue and sell to The Trust, and The Trust hereby
agrees to purchase from WMC, immediately prior to the Closing (as defined in
the Redemption and Purchase Agreement), 1,900,000 shares of WMC Class A
Common Stock at a price of $.50 per share in cash.  At the closing of the
purchase and sale of the shares of WMC Class A Common Stock pursuant to this
Section 2.01(a) (the 'Common Stock Closing'), The Trust shall transfer to an
account designated by WMC $950,000 in cash in immediately available funds and
WMC shall deliver to The Trust a duly executed stock certificate evidencing
1,900,000 shares of WMC Class A Common Stock.

          (ii)  The obligation of The Trust to purchase the 1,900,000 shares
of WMC Class A Common Stock pursuant to clause (i) above is subject only to
the following:  (A) the representations and warranties of WMC contained in
Section 13.01(a) shall be true and correct in all material respects as of the
date hereof and as of the Closing Date, (B) WMC shall have delivered to The
Trust a certificate of the Vice President of WMC to the effect that the
transactions to occur on the Closing Date under the Redemption and Purchase
Agreement will occur immediately after the Common Stock Closing on

                                      -2-


 

 
substantially the same terms reflected in the Redemption and Purchase
Agreement and that WMC has not knowingly waived in any material respect any
material closing conditions under the Redemption and Purchase Agreement, and
(C) definitive agreements shall have been executed providing for the
financing contemplated by the Commitment Letter (as defined in the Redemption
and Purchase Agreement) on substantially the same terms set forth in the
Commitment Letter.

          (iii)  The obligation of WMC to issue and sell the 1,900,000 shares
of WMC Class A Common Stock pursuant to clause (i) above is subject only to
the following:  (A) the representations and warranties of The Trust contained
in Section 13.01(b) shall be true and correct in all material respects as of
the date hereof and as of the Closing Date and (B) all conditions precedent
to the Closing under the Redemption and Purchase Agreement shall have been
satisfied or waived by the applicable parties to the Redemption and Purchase
Agreement.

          (b)  Subject to the Common Stock Closing simultaneously occurring,
Western Multiplex hereby agrees to issue to The Trust at the Common Stock
Closing warrants (the 'Initial Warrants') to purchase 570,000 shares of Class
A Common Stock.  The Initial Warrants will be in the form of Exhibit A
hereto.

          (c)  Subject to the Common Stock Closing simultaneously occurring,
Western Multiplex hereby agrees to issue to The Trust at the Common Stock
Closing warrants (the '5x Warrants') to purchase 254,600 shares of MUX Class
A Common Stock.  The 5x Warrants will be in the form of Exhibit B hereto.

          (d)  Subject to the Common Stock Closing simultaneously occurring,
Western Multiplex hereby agrees to issue to The Trust at the Common Stock
Closing warrants ( the '10x Warrants,' and, collectively with the Initial
Warrants and the 5x Warrants, the 'Warrants') to purchase 627,000 shares of
MUX Class A Common Stock.  The 10x Warrants will be in the form of Exhibit C
hereto.

          (e)  Seedman agrees to cause The Trust to perform its obligations
under Section 2.01(a).

          SECTION 3.01.  Exclusive Basis, Nonsolicitation.  During the Term
and for one year thereafter, Seedman shall not, and shall cause his
Affiliates not to, directly or indirectly (other than as an employee of or
consultant to WMC and/or Western Multiplex):

          (a)  solicit or attempt to solicit any business from any of WMC or
Western Multiplex (or any of their respective subsidiaries') customers or
clients, including, without limitation, actively sought prospective customers
or clients, for purposes of providing products or services that are

                                      -3-


 

 
competitive with WMC's or Western Multiplex's (or any of their respective
subsidiaries') products or services; or

          (b) (i)  solicit for employment or for use as a consultant any
employees of Ripplewood, WMC, Western Multiplex or any of their respective
Affiliates, (ii) solicit or encourage any employee of Ripplewood, WMC,
Western Multiplex or any of their respective Affiliates to leave the
employment of Ripplewood, WMC, Western Multiplex or any such Affiliate or
(iii) otherwise intentionally interfere with the relationship of Ripplewood,
WMC Western Multiplex or any of their Affiliates with any person or entity
who or which is employed by or otherwise engaged to perform services for
Ripplewood, WMC, Western Multiplex or any such Affiliate.  The provisions of
this Section 3.01(b) shall not prevent Seedman or any of his Affiliates from
hiring any person who contacts Seedman or such affiliate on a non-solicited
basis or who responds to a help wanted or similar ad not specifically
targeted to such person.

          SECTION 4.01.  Confidential Information.  During the term of this
Agreement and for one year thereafter, except as may be required by law,
Seedman shall not, and shall cause his Affiliates not to, use or disclose, or
knowingly permit any representative of Seedman or any of his Affiliates to
use or disclose any information (whether or not in written form) which
relates to Ripplewood, WMC, Western Multiplex or any of their Affiliates or
any of their respective businesses or products or this Agreement and which is
not known to the public generally, except in the conduct of the business of
WMC.

          SECTION 5.01.  Option to Purchase Shares and Warrants.  (a)  If
Seedman's position as a director is terminated pursuant to Section 11.01(a)
or (c), WMC and Western Multiplex, jointly and severally, shall have an
option to purchase all or any portion of (i) the Common Stock (the 'Shares')
then held by The Trust at a purchase price equal to the Fair Market Value of
such Shares (determined in accordance with Section 5.01(b)) as of the date of
such termination and (ii) the Warrants that have not terminated and are then
held by The Trust at a purchase price equal to the product of (x) the Fair
Market Value per Share (determined in accordance with Section 5.01(b)) as of
the date of such termination) minus the exercise price per share of Common
Stock pursuant to the Warrants being purchased multiplied by (y) the number
of shares of Common Stock issuable upon exercise of the Warrants being
purchased.  WMC or Western Multiplex, as the case may be, shall within 90
days of such date of termination give notice in writing to The Trust of its
election to exercise or not to exercise such option, which notice shall set
forth the portion, if any, of the Shares and Warrants that WMC or Western
Multiplex elects to purchase.  The purchase of the Shares and Warrants shall
take place at the principal office of Ripplewood, located at One Rockefeller
Plaza, New York, New York, on the date specified by WMC (not later than the
later of (x) the twentieth business day following the receipt by The Trust of

                                      -4-


 

 
the required notice from WMC and (y) the satisfaction of any legal
requirements to the purchase of the Shares and Warrants).  The consideration
for the purchase of the Shares and Warrants shall be paid by delivery to The
Trust of a certified or bank check made payable to The Trust or by wire
transfer of immediately available funds to a bank account designated by The
Trust, against delivery of certificates or other instruments representing the
Shares and Warrants so purchased, appropriately endorsed by the owner
thereof, free and clear of all security interests, liens, claims,
encumbrances, charges, options, restrictions on transfer, proxies and voting
and other agreements of whatever nature.  WMC and Western Multiplex may
assign their rights under this Section 5.01 to any person.

          (b) (i)  If a determination of the Fair Market Value of the Shares
is required by this Agreement when there is no public trading market for the
Shares, such 'Fair Market Value' shall be such amount as is determined to be
the fair market value of the Shares as of the date such Fair Market Value is
required to be determined hereunder as determined by (x) The Trust and WMC
through good faith negotiations; (y) an investment banking firm of national
reputation mutually acceptable to both The Trust and WMC, if The Trust and
WMC do not agree upon the Fair Market Value of such Shares within 30 days
after the date as of which such Fair Market Value is to be determined; or (z)
an investment banking firm of national reputation selected by two investment
banking firms of national reputation (one of which shall be chosen by The
Trust and one of which shall be chosen by WMC), if The Trust and WMC do not
mutually agree upon an investment banking firm to determine the Fair Market
Value of the Shares pursuant to clause (y) above within 10 days after the
expiration of the 30-day period referred to in clause (y) above.  In making a
determination of such Fair Market Value, due consideration shall be given to
such factors as are deemed appropriate, including, without limitation, the
earnings and other financial and operating information of WMC and its
subsidiaries in recent periods, its potential value and that of its
subsidiaries as a whole, its future prospects and that of its subsidiaries
and the industries in which they compete, its history and management and that
of its subsidiaries, the general condition of the securities markets and the
fair market value of securities of privately owned companies (with transfer
restrictions) engaged in businesses similar to those of WMC and its
subsidiaries.  The Fair Market Value shall be determined assuming that all
Warrants that have not terminated are then exercisable and assuming that all
Class B Common Stock has been voluntarily converted to Class A Common Stock.
The Fair Market Value as determined by the foregoing procedure shall be
binding and conclusive upon the parties hereto.

          (ii)  If a determination of the Fair Market Value of the Shares is
required by this Agreement when there is a public trading market for the
Shares, such 'Fair Market Value' shall mean the average daily closing sales
price of the Shares for the ten consecutive trading days preceding the date
the Fair Market Value of the Shares is required to be determined hereunder.

                                      -5-


 

 
The closing price for each day shall be the last reported sales price regular
way or, in case no such reported sale takes place on such day, the average of
the reported closing bid and asked prices regular way, in either case on the
principal national securities exchange on which the Shares are listed and
admitted to trading, or, if not listed and admitted to trading on any such
exchange on the NASDAQ National Market System, or, if not quoted on the
National Market System, the average of the closing bid and asked prices in
the over-the-counter market as furnished by any New York Stock Exchange
member firm selected from time to time by Western Multiplex's Board of
Directors for that purpose.

          SECTION 6.01.  Transfers.  (a)  Defined Terms.  The following terms
shall have the following meanings:

          'Involuntary Transfer' means any Transfer by Ripplewood or The
Trust of any shares of Common Stock or any Warrant, or of any beneficial
ownership thereof, upon death, appointment of a guardian, default,
foreclosure, forfeit, bankruptcy (voluntary or involuntary), court order,
levy of attachment, execution or otherwise than voluntarily by the
Transferor; provided, that a Transfer required pursuant to Section 6.01(g)
shall not be deemed an Involuntary Transfer.

          'Permitted Transferee' means, (i) with respect to Ripplewood, (A)
any Affiliate of Ripplewood Holdings L.L.C. ('Ripplewood Holdings'), (B) a
shareholder, partner, member or employee of Ripplewood Holdings or any
Affiliate of Ripplewood Holdings or (C) an employee, director or officer of
WMC or Western Multiplex or any subsidiary of WMC or Western Multiplex (up to
an aggregate of 5% of the outstanding Common Stock) and (ii) with respect to
The Trust, (x) Seedman, (y) a trust of which the beneficiaries consist solely
of Seedman, Seedman's spouse or former spouse or Seedman's children or (z)
any corporation, partnership, limited liability company or other entity all
of the equity interests of which are, and will at all times continue to be,
directly or indirectly owned solely by Seedman; provided, that such
transferee is (or becomes at the time of such Transfer) a party hereto.

          'Person' means any individual, corporation, partnership, trust,
association, limited liability company, joint venture, joint-stock company or
any other entity or organization, including, without limitation, a government
or governmental agency.

          'Third Party Purchaser' means, with respect to any proposed sale of
shares of Common Stock by Ripplewood or The Trust, a Person other than a
Permitted Transferee, who offers to purchase from Ripplewood or The Trust, as
the case may be, such shares pursuant to a bona fide written offer.




                                      -6-


 

 
          'Transfer' means any transfer, sale, conveyance, assignment, gift,
hypothecation, pledge or other disposition, whether voluntary or by operation
of law, of a share of Common Stock or any Warrant.

          'Transferee' means the transferee in a Transfer.

          'Transferor' means the transferor in a Transfer.

          'Unrestricted Shares' means shares of Common Stock previously (i)
Transferred by Ripplewood or any of its Permitted Transferees in a
transaction subject to Section 6.01(f) or (ii) Transferred by The Trust or
any of its Permitted Transferees pursuant to Section 6.01(f).

          (b)  Generally.  Neither Ripplewood nor The Trust may Transfer all
or any portion of its shares of Common Stock or any Warrant, or any
beneficial ownership thereof, unless (A) such Transfer is in accordance with
this Section 6.01, (B) the Transferee executes and delivers a counterpart of
the signature page of this Agreement (or other appropriate assumption
agreement) in which the Transferee agrees to be bound by the provisions of
this Agreement to the same extent as the Transferor, (C) the Transferee
executes and delivers any other agreements, documents or instruments
reasonably specified by WMC's Board of Directors (in the case of a Transfer
of WMC Common Stock) or Western Multiplex's Board of Directors (in the case
of a Transfer of Warrants or Western Multiplex Common Stock) (in each case,
which shall be uniformly and consistently applied to all transfers by
Ripplewood and The Trust) and (D) such transfer is pursuant to an effective
registration statement under the Securities Act of 1933, as amended (the
'Securities Act') or a valid exemption from registration under the Securities
Act and in compliance with all applicable state and foreign securities laws.
Any Transfer made in violation of this Section 6.01(b) shall be null and void
and shall be subject to Section 6.01(e).

          (c)  Transfers by Ripplewood.  (i) Subject to Section 6.01(b) and,
with respect to a Transfer by Ripplewood or any of its Permitted Transferees
to any Person other than a Permitted Transferee of Ripplewood, Section
6.01(f), Ripplewood (and its Permitted Transferees) shall have  the right to
Transfer at any time all or any portion of its shares of Common Stock
(including, without limitation, any beneficial ownership thereof) to any
Person without the prior consent of any Person.

          (ii)  Subject to Section 6.01(b), any Unrestricted Shares may be
Transferred to any Person without the consent of any other Person and any
such Transfer will not be subject to Section 6.01(b).

          (d)  Transfers by Seedman.  (i)  Subject to Section 6.01(b), The
Trust (and its Permitted Transferees) shall have the right to Transfer at any
time all or any portion of its (or its Permitted Transferees') shares of

                                      -7-


 

 
Common Stock and Warrants (including, without limitation, any beneficial
ownership thereof) to any of its Permitted Transferees without the prior
consent of any Person.

          (ii)  The Trust (and its Permitted Transferees) shall not have the
right to Transfer all or any portion of its (or its Permitted Transferees')
shares of Common Stock or Warrants (including, without limitation, any
beneficial ownership thereof) to any Person other than Ripplewood, WMC or
Western Multiplex except in accordance with Section 6.01(b) and (A) pursuant
to Section 6.01(d)(i), (f), (g), (h) or (B) with the prior written consent of
WMC's Board of Directors and Ripplewood.

          (iii) Without the prior written consent of Ripplewood, The Trust
(and its Permitted Transferees) shall not have the right to Transfer to any
Person (other than a Permitted Transferee who complies with Sections
6.01(b)(B) and (C)) all or any portion of its (or its Permitted Transferees')
10x Warrants, 5x Warrants or shares of Common Stock issued upon exercise of
the 10x Warrants or the 5x Warrants except (x) pursuant to Section 6.01(g) or
6.01(f), or (y) after the earlier of (A) such time as Ripplewood and its
Permitted Transferees have Transferred to Persons who are not Permitted
Transferees of Ripplewood an aggregate of two-thirds of the shares of Common
Stock issued to Ripplewood and its Permitted Transferees or (B) two years
after a Triggering Event (as defined in the 5x Warrants and the 10x Warrants)
described in clause (1) of the definition thereof.

          (e)  Involuntary and Impermissible Transfers.  If an Involuntary
Transfer or a Transfer in violation of this Agreement shall occur with
respect to The Trust and, in the case of a Transfer in violation of this
Agreement, such violation has not been cured within 30 days after notice to
the applicable Transferor or Transferee, WMC shall give notice to Ripplewood
offering Ripplewood the right, exercisable by delivery of written notice to
the Transferee with respect to such Involuntary Transfer or Transfer within
90 days following the day on which such notice is given, to purchase all the
shares of Common Stock and/or Warrants acquired by such Transferee at a
purchase price equal to, in the case of an Involuntary Transfer, 100% or, in
the case of a Transfer in violation of this Agreement, 90% of the purchase
price determined pursuant to Section 5.01(a) as if such transfer were a
termination of Seedman's employment for cause.  The closing date of any
purchase described in this Section 6.01(e) shall be on the date specified by
WMC that shall not be later than the 30th day after a determination of the
Fair Market Value of the shares of Common Stock to be purchased is made.
Ripplewood may assign its rights under this Section 6.01(e) to any person.

          (f)  Tag-Along Rights. (i)  If Ripplewood or its Permitted
Transferee desire to Transfer any portion of its shares of WMC Common Stock
to a prospective Transferee (or Transferees) other than to a Permitted
Transferee of Ripplewood, Ripplewood or its Permitted Transferee shall, as a

                                      -8-


 

 
condition to such Transfer, (A) provide a notice to The Trust in writing (a
'Tag-Along Notice') of the material terms of the proposed Transfer at least
14 days prior to such Transfer and (B) permit The Trust and its Permitted
Transferees (or cause The Trust and its Permitted Transferees to be
permitted) to sell (either to the prospective Transferee of Common Stock or
to another financially reputable Transferee reasonably acceptable to The
Trust) the same portion of its outstanding shares of Common Stock and Section
6.01(f) Vested Warrants (as defined below) on the same terms and conditions,
subject to the same agreements and at the same price as the sale by
Ripplewood or its Permitted Transferees (in each case subject to Section
6.01(f)(iii)), which sale shall take place on the date Ripplewood's (or its
Permitted Transferee's) shares of Common Stock (or such portion) are
Transferred to such Transferee (or Transferees).  To calculate the number of
outstanding shares of Common Stock and Section 6.01(f) Vested Warrants that
The Trust and its Permitted Transferees can sell for the purposes of clause
(i)(B) of this Section 6.01(f), WMC and Western Multiplex shall be treated as
a single entity such that The Trust and its Permitted Transferees will be
able to sell the product of (x) a fraction, the numerator of which is the
number of shares of WMC Common Stock being sold by Ripplewood, and the
denominator of which is the total number of shares of WMC Common Stock owned
by Ripplewood, multiplied by (y) the total number of shares of Common Stock
and Section 6.01(f) Vested Warrants owned by The Trust and its Permitted
Transferees (e.g., if Ripplewood is selling 75% of its interest in WMC Common
Stock, The Trust and its Permitted Transferees will be able to include 75% of
their total ownership of Common Stock and Section 6.01(f) Vested Warrants,
calculated as though WMC and Western Multiplex are a single entity).  Should
The Trust and/or its Permitted Transferees exercise their rights pursuant to
this Section 6.01 (f) (i), The Trust and/or its Permitted Transferees shall
be required to Transfer Common Stock and Section 6.01(f) Vested Warrants held
by them in the following order of priority: (1) first, shares of Common Stock
(until the Transferor holds no shares of Common Stock), (2) second, Initial
Warrants (until the Transferor holds no Initial Warrants), (3) third, 5x
Warrants (until the Transferor hold no 5x Warrants), and (4) fourth, 10x
Warrants.  The Trust and its Permitted Transferees shall have ten days from
the date of receipt of a Tag-Along Notice to exercise its right to sell
pursuant to this Section 6.01(f) by delivering written notice to Ripplewood
of its intent to exercise such right.  The Trust's and its Permitted
Transferees' right to sell in such transaction pursuant to the above shall
terminate if not exercised within such ten-day period.  If The Trust or its
Permitted Transferee elects to exercise its right to sell pursuant to the
above, it shall share, on a pro rata basis, the legal, investment banking and
other expenses of Ripplewood or the Permitted Transferee incurred in
connection with such Transfer.  For purposes hereof, 'Section 6.01(f) Vested
Warrants' means Warrants that are then exercisable or which would become
exercisable upon completion of the transactions subject to this Section
6.01(f).


                                      -9-


 

 
     (ii)  If WMC sells any portion or all of its interest in Western
Multiplex, WMC shall, as a condition to such Transfer, (A) provide a notice
to The Trust in writing (a 'MUX Sale Tag-Along Notice') of the material terms
of the proposed Transfer at least 14 days prior to such Transfer and (B)
permit The Trust and its Permitted Transferees (or cause The Trust and its
Permitted Transferees to be permitted) to sell (either to the prospective
Transferee of Common Stock or to another financially reputable Transferee
reasonably acceptable to The Trust) a number of its outstanding shares of
MUX Common Stock and Section 6.01(f) Vested Warrants equal to (x) the
percentage of the outstanding shares of MUX Common Stock owned by WMC that
are being sold by WMC (e.g. if there are 2,000 shares of MUX Common Stock
outstanding of which WMC owns 1,800 shares and WMC is selling 180 shares, the
percentage under this clause (x) will be 10%) multiplied by (y) the number of
shares of MUX Common Stock and 6.01(f) Vested Warrants owned by The Trust or
such Permitted Transferee.  Subject to Section 6.01(f)(iii) any such sale
shall be on the same terms and conditions, subject to the same agreements and
at the same price as the sale by WMC, which sale shall take place on the date
WMC's shares of MUX Common Stock (or such portion) are Transferred to such
Transferee (or Transferees).  Should The Trust and/or its Permitted
Transferees exercise their rights pursuant to this Section 6.01(f), The Trust
and/or its Permitted Transferees shall be required to Transfer MUX Common
Stock and Section 6.01(f)(ii) Vested Warrants held by them in the following
order of priority:  (1) first, shares of MUX Common Stock (until the
Transferor holds no shares of Common Stock), (2) second, Initial Warrants
(until the Transferor holds no Initial Warrants), (3) third, 5x Warrants
(until the Transferor hold no 5x Warrants), and (4) fourth, 10x Warrants.
The Trust and its Permitted Transferees shall have ten days from the date of
receipt of a MUX Sale Tag-Along Notice to exercise its right to sell pursuant
to this Section 6.01(f)(ii) by delivering written notice to WMC of its intent
to exercise such right.  The Trust's and its Permitted Transferees' right to
sell in such transaction pursuant to the above shall terminate if not
exercised within such ten-day period.  If The Trust or its Permitted
Transferee elects to exercise its right to sell pursuant to the above, it
shall share, on a pro rata basis, the legal, investment banking and other
expenses of WMC incurred in connection with such Transfer.

          (iii)  Anything in the foregoing to the contrary notwithstanding,
upon any sale of Warrants pursuant to this Section 6.01(f), The Trust and/or
its Permitted Transferees shall be entitled to receive a price per Warrant
equal to the greater of (A) the product of (x) the number of shares of Common
Stock issuable upon exercise of such Warrants multiplied by (y) the
difference between (1) the price per share to be receive by Ripplewood, its
Permitted Transferee or WMC (as applicable) as a result of such sale, and (2)
the exercise price per share of the Warrants, and (B) zero.

          (g)  Drag-Along Rights.  So long as The Trust and its Permitted
Transferees do not own in the aggregate  at least 50% more shares of Common

                                     -10-


 

 
Stock than Ripplewood and its Permitted Transferees own in the aggregate, if
at any time Ripplewood and/or its Permitted Transferees desire to Transfer
all or any portion of its shares of Common Stock to any Third Party Purchaser
(or Third Party Purchasers), Ripplewood and its Permitted Transferees shall
have the right to require that The Trust and its Permitted Transferees
Transfer the same portion of their shares of Common Stock and Section 6.01(g)
Vested Warrants (as defined below) to such Third Party Purchaser (or Third
Party Purchasers) on the same terms and conditions, subject to the same
agreements and at the same price as the sale by Ripplewood and/or its
Permitted Transferees (in each case subject to Section 6.01(f)(iii)).  To
calculate the number of outstanding shares of Common Stock and Section
6.01(g) Vested Warrants that The Trust and its Permitted Transferees can be
required to sell pursuant to this Section 6.01(g)(i), WMC and Western
Multiplex shall be treated as a single entity such that The Trust and its
Permitted Transferees can be required to sell the product of (x) a fraction,
the numerator of which is the number of shares of WMC Common Stock being sold
by Ripplewood, and the denominator of which is the total number of shares of
WMC Common Stock owned by Ripplewood, multiplied by (y) the total number of
shares of  Common Stock and Section 6.01(g) Vested Warrants owned by The
Trust  and its Permitted Transferees (e.g. if Ripplewood is selling 75% of
its interest in WMC Common Stock, Ripplewood and its Permitted Transferees
will have the right to require that The Trust and its Permitted Transferees
transfer 75% of their total ownership of Common Stock and Section 6.01(f)
Vested Warrants, calculated as though WMC and Western Multiplex are a single
entity).  Should Ripplewood and/or its Permitted Transferees exercise their
rights pursuant to this Section 6.01(g)(i), The Trust and/or its Permitted
Transferees shall be required to Transfer Common Stock and Section 6.01(g)
Vested Warrants held by them in the following order of priority: (1) first,
shares of Common Stock (until the Transferor holds no shares of Common
Stock), (2) second, Initial Warrants (until the Transferor holds no Initial
Warrants), (3) third, 5x Warrants (until the Transferor holds no 5x
Warrants), and (4) fourth, 10x Warrants.  Ripplewood shall provide a notice
to The Trust in writing (a 'Drag-Along Notice') of such sale at least 10 days
prior to such Transfer, and the Drag-Along Notice shall identify such Third
Party Purchaser (or Third Party Purchasers), all material terms of the sale
and the date of closing.  Upon the closing of any sale by Ripplewood and/or
its Permitted Transferees of all (or such portion) of its shares of Common
Stock as described in a Drag-Along Notice, such Third Party Purchaser (or
Third Party Purchasers) shall pay to The Trust and/or its Permitted
Transferees the consideration payable to The Trust and/or its Permitted
Transferees in connection with such sale of all (or such portion) of its
shares of Common Stock or Warrants to such Third Party Purchaser (or Third
Party Purchasers), net of The Trust's and/or its Permitted Transferees'
proportionate share of the legal, investment banking and other expenses of
Ripplewood and/or its Permitted Transferees incurred in connection with such
sale, and The Trust's and/or its Permitted Transferees' shares of Common
Stock or Warrants (or such portion) shall be deemed Transferred to such Third

                                     -11-


 

 
Party Purchaser (or Third Party Purchasers).  For purposes hereof, Section
6.01(g) 'Vested Warrants' means Warrants that are then exercisable or which
would become exercisable upon completion of the transactions subject to this
Section 6.01(g).

          (ii)  So long as The Trust and its Permitted Transferees do not own
in the aggregate at least 50% more shares of Common Stock than Ripplewood and
its Permitted Transferees own in the aggregate, if at any time WMC desires to
Transfer all or any portion of its shares of MUX Common Stock to any Third
Party Purchaser (or Third Party Purchasers), WMC shall have the right to
require that The Trust and its Permitted Transferees Transfer the same
portion of their shares of MUX Common Stock and Section 6.01(g) Vested
Warrants to such Third Party Purchaser (or Third Party Purchasers) on the
same terms and conditions, subject to the same agreements and at the same
price as the sale by WMC.  Should WMC exercise its rights pursuant to this
Section 6.01(g)(ii), The Trust and or its Permitted Transferees shall be
required to Transfer MUX Common Stock and Section 6.01(g) Vested Warrants
held by them in the following order of priority:  (1)  first, shares of MUX
Common Stock (until the Transferor holds no shares of MUX Common Stock), (2)
second, Initial Warrants (until the Transferor holds no Initial Warrants),
(3) third, 5x Warrants (until the Transferor holds no 5x Warrants), and (4)
fourth, 10x Warrants.  WMC shall provide a notice to The Trust in writing (a
'MUX Sale Drag-Along Notice') of such sale at least 10 days prior to such
Transfer, and the MUX Sale Drag-Along Notice shall identify such Third Party
Purchaser (or Third Party Purchasers), all material terms of the sale and the
date of closing.  Upon the closing of any sale by WMC of all (or such
portion) of its shares of MUX Common Stock as described in a MUX Sale Drag-
Along Notice, such Third Party Purchaser (or Third Party Purchasers) shall
pay to The Trust and/or its Permitted Transferees the consideration payable
to The Trust and/or its Permitted Transferees in connection with such sale of
all (or such portion) of its shares of MUX Common Stock or Warrants  to such
Third Party Purchaser (or Third Party Purchasers), net of The Trust's and/or
its Permitted Transferees' proportionate share of the legal, investment
banking and other expenses of WMC incurred in connection with such sale, and
The Trust's and/or its Permitted Transferees' shares of MUX Common Stock or
Warrants (or such portion) shall be deemed Transferred to such Third Party
Purchaser (or Third Party Purchasers).

          (iii)  Anything in the foregoing to the contrary notwithstanding,
upon any sale of Warrants pursuant to this Section 6.01(g), The Trust and/or
its Permitted Transferees shall be entitled to receive a price per Warrant
equal to the greater of (1) the product of (A) the number of shares of Common
Stock issuable upon exercise of such Warrants multiplied by (B) the
difference between (x) the price per share to be received by Ripplewood or
its Permitted Transferee or WMC (as applicable) as a result of such sale, and
(y) the exercise price per share of the Warrants, and (2) zero.


                                     -12-


 

 
          (h)  At any time after an initial public offering of Common Stock,
The Trust will have the right to make written demands upon either of WMC or
Western Multiplex or both to register its Common Stock; provided that The
Trust shall be entitled to exercise its rights under this Section 6.01(h) on
only two occasions.  Ripplewood and its Permitted Transferees and WMC (in the
case of any sale of MUX Common Stock) will have the right to have its Common
Stock registered pro rata with The Trust's at the same time The Trust's
Common Stock is registered in accordance with the immediately preceding
sentence.  The Trust will have the right to choose the managing underwriter
of any such offering; provided that such managing underwriter is reasonably
satisfactory to Ripplewood.  WMC and/or Western Multiplex (as applicable)
will be entitled to postpone any demand registration by The Trust if such
offering will interfere with a pending financing, merger, sale of assets,
recapitalization or other similar corporate action of WMC and/or Western
Multiplex (as applicable) or an offering of Common Stock owned by Ripplewood
or its Permitted Transferees or WMC.  WMC or Western Multiplex (as
applicable) will pay all fees (excluding any underwriter discount) and
expenses in connection with a demand registration by The Trust.  In addition,
The Trust will have the right to have its Common Stock registered pro rata
with Ripplewood (x) at any time any public offering of Common Stock is made
by Western Multiplex or WMC or (y) if Ripplewood makes a demand upon Western
Multiplex or WMC to register its Common Stock.  Such registration rights will
be on customary terms and conditions (including, without limitation,
customary cut back and lock-up provisions) established in good faith by
Western Multiplex's or WMC's Board of Directors and Ripplewood and applicable
to Ripplewood.  Subject to Section 6.01(d)(iii), at any time and from time to
time after an initial public offering by WMC, The Trust will have the right
to sell to Western Multiplex any shares of Common Stock.  The Trust can
exercise such right by delivering notice to Western Multiplex and the closing
of such sale will occur 10 business days after delivery of such notice,
unless the aggregate purchase price exceeds $2.5 million, in which case
Western Multiplex will have the right to postpone the purchase for an
additional 20 days.  The purchase price per share will equal the average
closing price for the WMC Common Stock on the principal trading exchange on
which the WMC Common Stock is traded during the five business days prior to
delivery by The Trust of such notice (as equitably adjusted to the extent
that the number of outstanding shares of WMC Common Stock does not equal the
number of outstanding shares of MUX Common Stock held by WMC).  WMC and
Western Multiplex shall be jointly and severally liable for Western
Multiplex's obligation to purchase The Trust's shares of Common Stock
pursuant to this Section 6.01(h).

          (i)  Beneficiaries and Control of The Trust.  Seedman agrees that
for as long as The Trust or any Permitted Transferee of Seedman described in
(ii)(y) of the definition of Permitted Transferee hold any Warrants or shares
of Common Stock the Transfer of which are restricted by Section 6.01(d),


                                     -13-


 

 
Seedman and his Permitted Transferees will be the sole beneficiaries of The
Trust and Seedman shall be the trustee of The Trust.

          SECTION 7.01.  Legend.  Each of Ripplewood and The Trust agrees
that any and all certificates representing shares of WMC Common Stock will
have inscribed conspicuously on the front or back of such certificates the
following legend:  'The shares of Common Stock, par value $.01 per share, of
WMC Holding Corp. represented by this certificate are subject to one or more
agreements among shareholders or agreements between shareholders and WMC
Holding Corp. and may not be sold or otherwise transferred except in
accordance therewith.  Copies of such agreement or agreements may be obtained
at the principal executive offices of WMC Holding Corp.'  Each of Ripplewood
and The Trust agrees that any and all certificates representing shares of MUX
Common Stock will have inscribed conspicuously on the front or back of such
certificates the following legend:  'The shares of Common Stock, par value
$.01 per share, of Western Multiplex Corporation represented by this
certificate are subject to one or more agreements among shareholders or
agreements between shareholders and Western Multiplex Corporation and may not
be sold or otherwise transferred except in accordance therewith.  Copies of
such agreement or agreements may be obtained at the principal executive
offices of Western Multiplex Corporation.'

          SECTION 8.01.  Voting Agreements and Directors.  (a)  From and
after the date hereof, so long as The Trust and its Permitted Transferees do
not own in the aggregate at least 50% more shares of Common Stock than
Ripplewood and its Permitted Transferees own in the aggregate, The Trust and
its Permitted Transferees:  (i) shall vote all of the shares of Common Stock
held by them (including, without limitation, shares acquired after the date
hereof) in the same manner as the shares of Common Stock held by Ripplewood
or WMC (in the case of MUX Common Stock) are voted on all matters acted upon
at any annual or special meeting of shareholders or by written consent in
lieu of a meeting and (ii) irrevocably constitutes and appoints the Person
who is at the time the Senior Managing Director and Chief Executive Officer
of Ripplewood Holding his proxy to vote all of the shares of Common stock
held by The Trust or such Permitted Transferee in the same manner as the
shares of Common Stock held by Ripplewood or WMC (in the case of MUX Common
Stock) are voted on all matters acted upon at any annual or special meeting
of shareholders or by written consent in lieu of a meeting; provided that
this Section 8.01(a) shall be inapplicable with respect to any matters which
would both adversely affect the rights of the shares of Common Stock held by
The Trust or such Permitted Transferee and treat The Trust or such Permitted
Transferee differently from other holders of shares of Common Stock (it being
understood that a conversion of WMC to a limited liability company will not
be deemed to adversely affect the rights of The Trust or such Permitted
Transferee and The Trust and its Permitted Transferees hereby agree that
their shares of Common Stock will be voted in favor of any such action).  The

                                     -14-


 

 
voting agreements and proxies granted pursuant to this Section 8.01(a) are
coupled with an interest and shall be valid for the term of this Agreement.
The Trust represents that it has not granted and is not party to any proxy,
voting trust or other agreement which in each case is inconsistent with or
conflicts with the provisions of this Agreement, and The Trust and its
Permitted Transferees shall not grant any proxy or become a party to any
voting trust or other agreement which in each case is inconsistent with or
conflicts with the provisions of this Agreement.

          (b) It is presently contemplated that each of the Boards of
Directors of WMC and Western Multiplex at the Closing will consist of
Seedman, Jonathan N. Zakin, two designees of Ripplewood and the President of
Western Multiplex.

          SECTION 9.01.  Preemptive Rights.  (a)  Except for (i) issuances of
pro rata dividends to all holders of Common Stock, (ii) stock issued to
employees, officers or directors of WMC or its subsidiaries (including,
without limitation, Western Multiplex) in connection with management options
or incentive plans approved by WMC's Board of Directors, (iii) stock issued
in connection with any merger, acquisition, business combination, joint
venture, partnership or limited liability company of WMC or its subsidiaries
(including, without limitation, Western Multiplex), (iv) issuances pursuant
to the exercise of the Warrants or pursuant to the exercise, conversion or
exchange of any security whose issuance was subject to this Section 9.01(a),
Ripplewood and The Trust and their respective Permitted Transferees, in order
to enable them to maintain their respective fully diluted percentage
ownership of the Common Stock (calculated as though WMC and Western Multiplex
are a single entity), shall have preemptive rights, as hereinafter set forth,
to purchase any capital stock (subject to the proviso below), including any
warrants or securities convertible into capital stock, of WMC hereafter
issued by WMC so that each of Ripplewood and The Trust and their respective
Permitted Transferees shall hereafter be entitled to acquire a percentage of
capital stock which is hereafter issued equal to the same percentage of the
issued and outstanding Common Stock (calculated as though WMC and Western
Multiplex are a single entity) as is held by such holder immediately prior to
the date on which the capital stock is to be issued, provided, however, that
any shares of Common Stock or warrants or securities convertible into Common
Stock purchased by Ripplewood and its Permitted Transferees pursuant to this
Section 9.01(a) shall be shares of or warrants or securities convertible into
WMC Class B Common Stock and any shares of capital stock or warrants or
securities convertible into capital stock purchased by The Trust and its
permitted transferees pursuant to this Section 9.01(a) shall be shares of or
warrants or securities convertible into WMC Class A Common Stock.  As used
herein, 'issue' (and variations thereof) includes sales and transfers by WMC
of treasury shares.



                                     -15-


 

 
          (b)  WMC shall, before issuing any additional capital stock (other
than in accordance with the exceptions referred to in Section 9.01(a)
hereof), give written notice thereof to Ripplewood and The Trust.  Such
notice shall specify what type of instrument WMC intends to issue and the
consideration which WMC intends to receive therefor.  For a period of twenty
(20) days following receipt by Ripplewood and The Trust of such notice, WMC
shall be deemed to have irrevocably offered to sell to each of them and their
respective Permitted Transferees a sufficient number of shares of such
capital stock so that each such holder, if such holder elects to acquire such
shares as hereinafter set forth, shall be capable of acquiring the same
percentage of shares of WMC Common Stock  as the percentage of outstanding
Common Stock beneficially owned by such holder at the time of such notice.
In the event any such offer is accepted, in whole or in part, by a holder,
WMC shall sell such shares (which number may be adjusted downward on a pro
rata basis if the original numbers of shares proposed to be issued is
reduced) to such holder for the consideration and on the terms set forth in
WMC's notice (given under the first two sentences of this paragraph).  In the
event that Ripplewood or Seedman or any of their respective Permitted
Transferees elects not to, or fails to, exercise its rights under this
Section 9.01 within the twenty (20) day period, then WMC may issue the shares
of capital stock offered to, but not purchased by, such holder to third
persons but only for the same consideration set forth in WMC's notice (given
under the first two sentences of this paragraph) and no later than sixty (60)
days after the expiration of such twenty day period.  The closing for such
transaction shall take place as proposed by WMC with respect to the shares of
capital stock proposed to be issued, at which closing WMC shall deliver
certificates for the shares of capital stock or other securities in the
respective names of the purchasers against receipt of the consideration
therefor.

          SECTION 10.01.  Indemnification.  (a)  Scope.   (i) General Rule.
To the fullest extent permitted by law, WMC shall indemnify Seedman on an
after-tax basis against any liability incurred in connection with any
proceeding in which Seedman may be involved as a party or otherwise by reason
of the fact that Seedman is or was serving in an indemnified capacity,
including, without limitation, liabilities resulting from any actual or
alleged breach or neglect of duty, error, misstatement or misleading
statement or act giving rise to strict or products liability; provided that
no indemnity shall be payable hereunder against any liability incurred by
Seedman by reason of (i) Seedman's fraud, wilful violation of law, gross
negligence, breach of this Agreement or bad faith or (ii) the receipt by
Seedman from WMC of a personal benefit to which Seedman is not legally
entitled.

          (ii)  Partial Payment.  If Seedman is entitled to indemnification
in respect of a portion, but not all, of any liabilities to which Seedman may


                                     -16-


 

 
be subject, WMC shall indemnify Seedman to the maximum extent legally
permissible for such liabilities.

          (iii)  Presumption.  The termination of a proceeding by judgment,
order, settlement or conviction or upon a plea of nolo contendere or its
equivalent shall not of itself create a presumption that the indemnified
representative is not entitled to indemnification under this Section
10.01(a).

          (iv)  Definitions.  For purposes of this Section 10.01: (i)
'indemnified capacity' means any and all past, present and future service by
Seedman in his capacity as a director of WMC or Western Multiplex, or, at the
request of WMC or Western Multiplex, as a member, director, officer, manager,
employee, agent, fiduciary or trustee of another corporation, limited
liability company, partnership, joint venture, trust, employee benefit plan
or other entity or enterprise, (ii) 'liability' means any damage, judgment,
amount paid in settlement, fine, penalty, punitive damages, excise tax
assessed with respect to any employee benefit plan, or cost or expense of any
nature (including, without limitation, attorneys' fees and disbursements) and
(iii) 'proceeding' means any threatened, pending or completed action, suit,
appeal or other proceeding of any nature, whether civil, criminal,
administrative or investigative, whether formal or informal, and whether
brought by or in the right of WMC or Western Multiplex, its shareholders or
otherwise.

          (b) Advancing Expenses.  To the fullest extent permitted by law,
WMC shall pay the expenses (including, without limitation, attorneys' fees
and disbursements) incurred in good faith by Seedman in advance of the final
disposition of a proceeding upon receipt of an undertaking by or on behalf of
Seedman to repay the amount if it is ultimately determined that Seedman is
not entitled to be indemnified by WMC pursuant to this Section 10.01.

          (c)  Securing of Indemnification Obligations.  To further effect,
satisfy or secure the indemnification obligations provided in this Section
10.01 or otherwise, WMC may maintain insurance, obtain a letter of credit,
act as self-insurer, create a reserve, trust, escrow, cash collateral or
other fund or account, enter into indemnification agreements, pledge or grant
a security interest in any assets or properties of WMC, or use any other
mechanism or arrangement whatsoever in such amounts, at such costs, and upon
such other terms and conditions as WMC's Board of Directors shall deem
appropriate.

          (d)  Scope.  The rights granted by this Section 10.01 shall not be
deemed exclusive of any other rights to which those seeking indemnification,
contribution or advancement of expenses may be entitled under any statute,
agreement, vote of shareholders or disinterested shareholders or otherwise,
both as to action in an indemnified capacity and as to action in any other

                                     -17-


 

 
capacity.  The indemnification, contribution and advancement of expenses
provided by or granted pursuant to this Section 10.01 shall continue as to
Seedman after he has ceased to be a director of WMC in respect of matters
arising prior to such time, and shall inure to the benefit of the successors,
heirs, executors, administrators and personal representatives of Seedman.

          (e)  D&O Insurance.  WMC and Western Multiplex shall provide
directors' liability insurance for Seedman in his capacity as a director of
WMC and Western Multiplex under the same insurance policy covering Ripplewood
designees to the Board of Directors of WMC and Western Multiplex, or under a
different policy providing the same level of coverage as such policy.

          SECTION 11.01.  Termination of Seedman's Position as Director.
Seedman's position as a director shall terminate:

          (a)  upon written notice by WMC to Seedman or Western Multiplex to
     Seedman of WMC's termination of Seedman as a director hereunder for
     'cause', which shall exist upon the occurrence of any of the following:
     (i) Seedman is convicted of, pleads guilty to, confesses to, or enters a
     plea of nolo contendere to,  any felony or any crime that involves moral
     turpitude or any act of fraud, misappropriation or embezzlement; (ii)
     Seedman has engaged in a fraudulent act to the damage or prejudice of
     Ripplewood, WMC, Western Multiplex or any of their respective
     Affiliates; (iii) any act or omission by Seedman involving malfeasance
     or gross negligence in the performance of Seedman's duties hereunder
     and, within 30 days after written notice from WMC of any such act or
     omission, Seedman has not corrected such act or omission; (iv) Seedman
     otherwise fails to comply with the terms of this Agreement or deviates
     from any written policies or directives of the WMC Board of Directors
     and, within 30 days after written notice from WMC of such failure or
     deviation, Seedman has not corrected such failure or deviation; (v) the
     death of Seedman; or (vi) Seedman becomes mentally or physically
     disabled (as reasonably determined by an independent physician selected
     by WMC); or (vii) as provided in Section 1.01(c) of this Agreement;

          (b)  upon 60 days prior written notice by WMC to Seedman or Western
     Multiplex to Seedman of WMC's termination of Seedman as a director
     hereunder (other than for cause pursuant to Section 11.01(a)); or

          (c)  upon 60 days prior written notice by Seedman to WMC or Western
     Multiplex of Seedman's termination of his position as director
     hereunder.

          (d)  upon termination of Seedman's position as director with WMC or
     Western Multiplex pursuant to Section 11.01(a), (b) or (c), Seedman's
     position as director with the other company (i.e., Western Multiplex or

                                     -18-


 

 
     WMC) shall automatically terminate and be deemed terminated pursuant to
     such same Section.

          SECTION 12.01.  Termination.  This Agreement (other than Sections
3.01, 4.01 and 10.01) shall terminate when The Trust no longer owns any
shares of Common Stock or any Warrants; provided that The Trust disposes of
all of its shares of Common Stock in accordance with the terms of this
Agreement.  Notwithstanding the foregoing, Sections 5.01(a), 6.01 (other than
Sections 6.01(b)(D), 6.01(d)(iii) and 6.01(h)) and 9.01 of this Agreement
shall terminate upon an initial public offering of the Common Stock.

          SECTION 13.01.  Representation and Warranties.

          (a)   The Trust Representations and Warranties.  The Trust
     represents and warrants to Ripplewood and WMC:

          (i)  The Trust acknowledged that the Common Stock and the Warrants
are subject to the restrictions on transferability contained in this
Agreement, and the Common Stock and Warrants cannot be transferred, sold or
otherwise disposed of, except in accordance with such restrictions and that
any transfer that does not comply with such restrictions shall be void and
shall not bind WMC.

          (ii)  The Trust acknowledges that he has been advised that (i) a
restrictive legend in the form heretofore set forth shall be placed on the
certificates representing the Common Stock and that a restrictive legend in
the form set forth in the Warrants is contained therein and (ii) a notation
shall be made in the appropriate records of WMC indicating that the Common
Stock and Warrants are subject to restrictions on transfer and appropriate
stop transfer restrictions will be issued to WMC's transfer agent with
respect to the Common Stock.  The Trust also acknowledges that (1) the Common
Stock and the Warrants must be held indefinitely and The Trust must continue
to bear the economic risk of the investment in the Common Stock and the
Warrants unless a transfer or exercise, as the case may be, is permitted
under the terms of this Agreement, (2) when and if shares of the Common Stock
may be disposed of pursuant to the terms hereof without registration in
reliance on Rule 144 of the rules and regulations promulgated under the
Securities Act, such disposition can be made only in limited amounts in
accordance with the terms and conditions of such Rule and (3) if the Rule 144
exemption is not available, sale without registration will require compliance
with some other exemption under the Act.

          (iii)  The Trust further represents and warrants that with respect
to the Common Stock and Warrants to be purchased hereunder (i) The Trust is
an 'Accredited Investor' (as such term is defined in Rule 501(a) promulgated
under the Securities Act), (ii) The Trust has been given the opportunity to
obtain any additional information or documents and to ask questions and

                                     -19-


 

 
receive answers about such documents, WMC and the business and prospects of
the WMC as The Trust deems necessary to evaluate the merits and risks related
to an investment in the Common Stock and Warrants, and no representations
concerning such matters or any other matters have been made to The Trust
except as set forth in this Agreement, (iii) The Trust's net worth and
financial condition is such that The Trust can afford to bear the economic
risk of holding the unregistered Common Stock and Warrants for an indefinite
period of time and has adequate means for providing for The Trust's current
needs and contingencies, (iv) The Trust can afford to suffer a complete loss
of The Trust's investment in the Common Stock and Warrants, (v) all
information which The Trust has provided to WMC concerning The Trust and The
Trust's financial position is correct and complete in all material respects
as of the date of this Agreement, (vi) The Trust understands and has taken
cognizance of all risk factors related to the purchase of the Common Stock
and Warrants, (vii) The Trust's knowledge and experience in financial and
business matters are such that The Trust is capable of evaluating the merits
and risks of the purchase of the Common Stock and Warrants as contemplated by
this Agreement and (viii) The Trust is acquiring the Common Stock and
Warrants for The Trust's own account.

          (iv)  The Trust has all requisite legal capacity to acquire and
hold the Common Stock and Warrants and to execute, deliver and comply with
the terms of each of the documents required to be executed and delivered by
The Trust in connection with the purchase of Common Stock and Warrants.  The
execution and delivery by The Trust, and compliance by The Trust with, this
Agreement, and each other document required to be executed and delivered by
The Trust in connection with the purchase of Common Stock and Warrants does
not conflict with, or constitute a default under, any instruments governing
The Trust, any law, regulation or order, or any agreement to which The Trust
is a party or by which The Trust is bound.  This Co-Investment Agreement has
been duly executed by The Trust and constitutes a valid and legally binding
agreement of The Trust.

          (b)   WMC Representations and Warranties.  WMC represents and
     warrants to The Trust:

          (i)  This Agreement has been duly authorized, executed and
delivered by Ripplewood and WMC.  The execution and delivery by Ripplewood
and WMC, and compliance by Ripplewood and WMC with, this Agreement, and each
other document required to be executed and delivered by Ripplewood and WMC in
connection with the purchase of Common Stock and Warrants does not conflict
with, or constitute a default under, any instruments governing Ripplewood or
WMC, as the case may be, any law, regulation or order, or any agreement to
which Ripplewood or WMC, as the case may be, is a party or by which
Ripplewood or WMC, as the case may be, is bound. This Co-Investment Agreement
has been duly executed by Ripplewood and WMC and constitutes a valid and
legally binding agreement of Ripplewood and WMC.

                                     -20-


 

 
          (ii)  The Common Stock to be issued pursuant to Section 2.01, the
Warrants and any shares of Common Stock issued upon exercise of the Warrants,
when issued and delivered in accordance with the terms hereof, will be duly
authorized and validly issued, fully paid and nonassessable.  Upon transfer
of the purchase price by The Trust to WMC, good and valid title to the Common
Stock and the Warrants will pass to The Trust, free and clear of any liens
other than the restrictions on transferability described in this Agreement
and by federal and state securities laws.

          (iii)  As of the Closing Date, the authorized capital stock of WMC
will consist of 100,000,000 shares of Class A Common Stock and 100,000,000
shares of Class B Common Stock.  As of the Closing Date, the issued and
outstanding capital stock of WMC is expected to be as set forth on Annex I
hereto, subject to change due to the adjustment mechanisms in the Redemption
and Purchase Agreement or there being additional cash available (thereby
reducing the amount of capital to be contributed by Ripplewood).  All shares
of Common Stock to be purchased by Ripplewood on the Closing Date will be
purchased for a cash purchase price of $.50 per share.  Except for the
Employment and Co-Investment Agreement among WMC, Ripplewood, Western
Multiplex, Seaview Holdings, L.L.C. and Jonathan N. Zakin of even date
herewith, the Warrants and options or warrants issued to management of
Western Multiplex in connection with the acquisition of Western Multiplex as
unanimously approved by WMC's Board of Directors, there are no options,
warrants, rights, convertible or exchangeable securities, 'phantom' stock
rights, stock appreciation rights, stock-based performance rights or contract
of any kind to which WMC or Ripplewood is a party or by which either of them
is bound (i) obligating WMC to issue, deliver or sell, or cause to be issued,
delivered or sold, additional shares of capital stock or other equity
interests in, or any security convertible or exchangeable into any capital
stock or other interest in WMC, (ii) obligating WMC to issue, grant, extend
or enter into such option, warrant, call, right, security or contract, or
(iii) that give any person the right to receive any economic benefit or right
similar to or derived from the economic benefits and rights accruing to
holders of Common Stock.

          SECTION 14.01.  General Provisions.  (a)  Amendments.  This
Agreement may not be amended except by an instrument in writing signed by the
parties hereto.

          (b)  Entire Agreement; No Third-Party Beneficiaries; Assignment.
This Agreement constitutes the entire agreement and supersedes all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof, and is not intended to confer upon any
person other than the parties hereto any rights or remedies hereunder.
Without limiting the foregoing, to the extent any of the provisions of this
Agreement are inconsistent with the terms of the Prior Agreement, the terms
of this Agreement shall control and the terms of the Prior Agreement will not

                                     -21-


 

 
have any force or effect.  Neither this Agreement, nor any of the rights,
interests or obligations hereunder shall be assigned or transferred by any
party without the prior written consent of the other parties hereto, except
as provided in Section 14.01(h) and except that Ripplewood may assign, in its
sole discretion, any or all of its rights and obligations to any direct or
indirect Affiliate of Ripplewood Holdings; provided that no assignment by
Ripplewood shall limit or affect the assignor's obligations hereunder.
Subject to the preceding sentence, this Agreement will be binding upon, inure
to the benefit of and be enforceable by the parties and their respective
successors and assigns.  Any attempted assignment in violation of this
Agreement shall be void and of no force and effect.

          (c)  Notices.  All notices or other communications required or
permitted by this Agreement shall be made in writing and any such notice or
communication shall be deemed delivered when delivered in person, transmitted
by telecopier, or one business day after it has been sent by a nationally
recognized overnight courier, at the address for notices as follows:

            (i)     if to Ripplewood,

                    Ripplewood Holdings L.L.C.
                    One Rockefeller Plaza
                    32nd Floor
                    New York, New York 10020
                    Attention:  Mr. Timothy C. Collins
                                Mr. Jeffrey Hendren
                    Facsimile:  (212) 582-4110

                    with a copy to

                    Simpson Thacher & Bartlett
                    3373 Hillview Avenue
                    Suite 250
                    Palo Alto, California 94304
                    Attention:  Mr. Daniel Clivner, Esq.

           (ii)     if to WMC or Western Multiplex,

                    WMC Holding Corp.
                    One Rockefeller Plaza
                    32nd Floor
                    New York, New York 10020
                    Attention:  Mr. Timothy C. Collins
                                Mr. Jeffrey Hendren
                    Facsimile:  (212) 582-4110



                                     -22-


 

 
                    with a copy to Ripplewood at its address set forth above
                    and a copy to Simpson Thacher & Bartlett at its address
                    set forth above.

          (iii)     if to The Trust or Seedman,

                    __________________________

                    __________________________

                    __________________________
                    Attention:  Mr. Michael Seedman
                    Facsimile:  847-831-8826

                    with a copy to

                    Weil Gotshal & Manges
                    2882 Sand Hill Road
                    Suite 280
                    Menlo Park, CA  94025
                    Attention:  Mr. Richard Millard, Esq.
                    Facsimile: (650) 854-3713

          Communications by telecopier also shall be sent concurrently by
first class mail or overnight courier, but shall in any event be effective as
stated above.  Each party may from time to time change its address for
notices under this Section 14.01(c) by giving at least five days' notice of
such changed address to the other parties hereto.

          (d)  Counterparts.  This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more of the counterparts have been
signed by each of  the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.

          (e)  Headings.  The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

          (f)  Governing Law.  This letter shall be governed by, and
construed in accordance with, the laws of the State of New York applicable to
contracts executed and to be performed entirely within such states.

          (g)  Obligations of WMC.  Neither The Trust, Seedman or Ripplewood
will have any liability or obligation to any other party for the failure of
WMC to perform any of its obligations hereunder.


                                     -23-


 

 
          (h)  Conversion to LLC.  Each of Seedman and The Trust acknowledges
and agrees that WMC shall have the right to convert to a limited liability
company and/or distribute to the shareholders of WMC all of the capital stock
of Western Multiplex held by WMC.  In the event of any distribution of the
capital stock of Western Multiplex held by WMC, (x) the holders of WMC Class
A Common Stock may receive shares of MUX Class A Common Stock having the same
relative rights as the WMC Class A Common Stock and the holders of WMC Class
B Common Stock may receive shares of MUX Class B Common Stock having the same
rights as the WMC Class B Common Stock, provided that the MUX Class B Common
Stock may also be held by the current stockholders of Western Multiplex and
their transferees, (y) Western Multiplex shall assume all rights and
obligations of WMC hereunder and be deemed to be 'WMC' hereunder and all
references to 'WMC Common Stock' shall be deemed references to 'MUX Common
Stock' and (z) to the extent WMC is dissolved and Seedman's position as
director with WMC is thereby terminated, Seedman's position as director with
WMC shall not be deemed to have terminated for purposes of this Agreement.

          (i)  Capitalization.  Whenever WMC issues shares of WMC Class A
Common Stock or WMC Class B Common Stock, WMC shall use the proceeds to
purchase the same number of shares of the equivalent class of MUX Common
Stock.  In the event either of WMC or Western Multiplex effects a stock
split, reclassification, recapitalization or any other subdivision,
combination or consolidation of its outstanding shares of WMC Common Stock or
MUX Common Stock, as the case may be, the other company shall effect an
equivalent stock split, reclassification, recapitalization, subdivision,
combination or consolidation such that a share of WMC Common Stock is
economically comparable to a share of MUX Common Stock.

          (j)  Treatment as Single Entity.  Except as expressly provided in
this Agreement, where this Agreement makes reference to treating Western
Multiplex and WMC as a single entity, they will be treated as a single entity
so that the percentage owned by a person will be the percentage equivalent of
a fraction, the numerator of which is the number of outstanding shares of
Common Stock owned by such person and the denominator of which is the
aggregate number of outstanding shares of Common Stock minus the number of
outstanding shares of MUX Common Stock that are owned by WMC; for these
purposes, all shares issuable upon exercise of options, warrants or other
rights to acquire Common Stock that are then exercisable shall be deemed
outstanding.

          (k)  Business.  WMC will not hold any assets or conduct any
business other than its ownership of capital stock of Western Multiplex and
receipt of any cash dividends or distributions in respect thereof.

          (l)  Legal Expenses.  WMC shall pay the reasonable legal fees and
expenses payable to Weil Gotshal & Manges by Seedman and The Trust incurred
as a result the negotiation and execution of this Agreement.

                                     -24-


 

 
          (m)  Effectiveness.  This Agreement shall be effective as of the
date set forth above without the signature of Western Multiplex Corporation.
At the Common Stock Closing, WMC shall cause Western Multiplex to execute and
deliver this Agreement.












































                                     -25-


 

 
          IN WITNESS WHEREOF, Ripplewood, WMC, The Trust and Seedman have
duly executed this Agreement as of the date first written above.



                               RIPPLEWOOD PARTNERS L.P.

                               by


                               /s/  Jeffrey M. Hendren
                               ------------------------------
                               Name:  Jeffrey M. Hendren
                               Title:  Principal


                               WMC HOLDING CORP.,

                               by


                               /s/  Jeffrey M. Hendren
                               ------------------------------
                               Name:  Jeffrey M. Hendren
                               Title: Vice President


                               THE MICHAEL AND ROBERTA SEEDMAN
                               REVOCABLE TRUST

                               by

                               /s/  Michael Seedman
                               ------------------------------
                               Name:  Michael Seedman
                               Title: Trustee



                               /s/  Michael Seedman
                               -----------------------------
                               MICHAEL SEEDMAN






                                     -26-


 

 
     IN WITNESS WHEREOF, Western Multiplex has duly executed this Agreement
as of November 1, 1999.


                               WESTERN MULTIPLEX CORPORATION,

                               by


                               /s/  Jeffrey M. Hendren
                               -----------------------------
                               Name:  Jeffrey M. Hendren
                               Title:  Vice President



































                                     -27-