Merger Offer Letter – DMC Stratex Networks Inc. and Western Multiplex Corp.

[Letterhead of DMC Stratex Networks Inc.]

February 26, 2002

Mr. Jonathan Zakin

Chairman and Chief Executive Officer

Western Multiplex Corporation

1196 Borregas Avenue

Sunnyvale, California 94089

Dear Jonathan:

DMC Stratex Networks, Inc. (“DMC”) has been observing closely the market’s
reaction to the surprising announcement of your intention to acquire Proxim,
Inc. (“Proxim”). We believe that the exceptionally steep price drop
experienced in your common stock following the announcement of your transaction
with Proxim reflects serious investor concerns with the proposed transaction.

As you are aware, several months ago our respective management teams held
extensive discussion in connection with a potential combination of our
companies. Although we were not able to reach an agreement at that time on the
terms of a combination, I believe both management teams viewed a combination of
our businesses as strategically compelling.

I am particularly disappointed that we were not informed that Western Multiplex
Corporation (“Western Multiplex”) was considering an acquisition of Proxim and
were not provided the opportunity to continue our discussions prior to the
announcement of that proposed transaction. Nevertheless, we are prepared to
proceed with a strategic business combination of Western Multiplex with DMC on
terms that would provide far greater value for Western Multiplex’s stockholders
than the pending transaction and therefore merits detailed and serious
consideration by you and your advisors.

To that end, we propose to combine with Western Multiplex in a stock-for-stock
transaction that would be tax-free to Western Multiplex’s stockholders. Our
proposal would involve an exchange of shares at an exchange ratio of 0.5215 DMC
shares per Western Multiplex share. Based on February 26, 2002 closing prices,
our proposal represents a 37.9% premium over Western Multiplex’s current market
price and a 60.6% premium based on our average share price over the last 30
days. This exchange ratio would remain constant and will result in Western
Multiplex’s stockholders owning approximately 28% of the combined company.

We believe a transaction between Western Multiplex and DMC would provide
demonstrably superior short term and long term value to your stockholders by
combining two world-class leaders in the wireless infrastructure industry. I
also believe that the combination of our two companies represents a uniquely
attractive opportunity to your management team and employees. We intend to
honor existing financial arrangements for you and your employees, including the
acceleration of unvested options to acquire shares in Western Multiplex’s
common




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stock, and look forward to exploring with you attractive opportunities
for your senior management in the combined organization.

With a combined market capitalization of approximately $630 million, your
stockholders will gain additional comfort from having a significantly enhanced
path to liquidity compared to the transaction with Proxim. I also anticipate a
Board seat in the combined company would be given to an individual designated
by Western Multiplex. Lastly, DMC has made meaningful acquisitions in the
past, and we are intimately familiar with the regulatory process required to
consummate a transaction of this nature. We anticipate no significant issues
or undue time delays.

As we previously discussed, we believe that a combination of our companies is
compelling from a strategic perspective and creates a superior platform to
continue strong growth. Our products, customers and channels are complementary.
Combined, we will become one of the world’s largest independent suppliers of
wireless access products covering the licensed and unlicensed spectrum, and
will be ideally positioned to capture opportunities both in the current
downturn and the anticipated recovery later this year and beyond. We would
like to highlight five areas of substantial benefits from our proposed
transaction:

• Significant cross selling opportunities. DMC’s major
  strengths are its international reach with offices around the globe
  and its sales professionals with a proven track record of selling
  wireless infrastructure products. Through the combined company,
  Western Multiplex’s products will have access to these sales
  channels and world class sales force. Western Multiplex’s leading
  products, domestic sales channels and its strong base with
  enterprise customers will enhance DMC’s existing North American
  footprint.

• Broadest product line in the industry. We both are market
  leaders in our respective licensed and unlicensed product space and
  combined we will have a unique opportunity to offer one-stop
  shopping to our customers and a credible upgrade path.

• Leadership in the enterprise and service provider segments.
  The combination will create a much larger entity with diversified
  products and customer base. This is critical to success in the
  future with anticipated consolidation in our industry, among both
  suppliers and customers.

• Leverage complementary R&D talent. Our mutual strengths in
  microwave and networking technologies will substantially enhance our
  capability to offer higher functionality products at much lower cost
  points, providing more value to our customers. Our geographic
  proximity, complementary engineering and management talent, and
  synergistic operations provide an impetus for a successful merger.

• Provide a more substantial base for developing further
  capabilities. We believe that industry conditions are inevitably
  driving substantial integration of supplier capabilities, and that
  future success will require more complete total solutions. This
  proposed merger greatly enhances our mutual ability to accomplish
  this with the speed that the marketplace demands.

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We believe that our proposal is substantially more attractive to your
stockholders than your pending transaction. We believe that your stockholders
will enthusiastically embrace our proposal once they learn of it. In light of
the fiduciary duties of the directors of Western Multiplex to its stockholders,
we believe that your Board of Directors has a legal duty to facilitate the
receipt by its stockholders of our proposal in order that they may freely
choose what we believe is a much more favorable transaction. Our proposal
provides Western Multiplex’s stockholders with an immediate and significant
increase in economic value and a compelling long term opportunity to
participate as a stockholder in a leading supplier to the wireless industry.

Given the extensive prior discussions and diligence review performed by our
respective companies, our diligence requirements would be adjusted accordingly.
We propose that (i) you provide us with copies of the same non-public
information concerning Western Multiplex that was furnished to Proxim,
including the Disclosure Letter to the agreement with Proxim and background
information related to such disclosures, (ii) confirm that the Disclosure
Letter remains accurate, and (iii) provide us the opportunity to perform
confirmatory bring-down business due diligence and accounting and legal due
diligence. In order to expedite the process, we have already prepared our
Disclosure Letter to the Western Multiplex/Proxim agreement representations and
warranties and are prepared to deliver that to you concurrently with your
delivery of your Disclosure Letter.

We believe that time is of the essence and are prepared to move forward
expeditiously by committing all necessary resources to promptly complete a
transaction. In that regard, we have engaged CIBC World Markets and Morrison &
Foerster LLP to advise us in this transaction. We are prepared immediately to
enter into a confidentiality agreement, to perform our limited due diligence
requirements described above, to enter into a merger agreement with you on the
same terms as your agreement with Proxim (with the exception of certain
provisions of Section 4.1 of such agreement), and to consummate the combination
of our companies on generally the same time line as your proposed merger with
Proxim.

The Board of DMC has unanimously approved this proposal and has unanimously
authorized us to proceed. We look forward to meeting with you as soon as
possible to discuss and negotiate our proposal in detail and to achieve prompt
agreement. You can be assured that we will do everything in our power to see
this transaction through to successful completion. We strongly prefer to
consummate this transaction on a mutually satisfactory, negotiated basis.
Accordingly, we do not plan to disclose our proposal publicly at this time. We
are prepared to meet immediately with you and your Board.

Sincerely,

/s/ Charles D. Kissner

Charles D. Kissner

cc: Members of the Board of Directors of Western Multiplex