{"id":39739,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-and-co-investment-agreement-ripplewood-partners-lp2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-and-co-investment-agreement-ripplewood-partners-lp2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-and-co-investment-agreement-ripplewood-partners-lp2.html","title":{"rendered":"Employment and Co-Investment Agreement &#8211; Ripplewood Partners LP, WMC Holding Corp., Seaview Holdings LLC, Jonathan N. Zakin and Western Multiplex Corp."},"content":{"rendered":"<pre>\n\n\n                                    Amended and Restated EMPLOYMENT AND CO-\n                    INVESTMENT AGREEMENT dated as of October 31, 1999, among\n                    Ripplewood Partners L.P., a Delaware limited partnership\n                    (together with its successors and permitted assigns,\n                    'Ripplewood'), WMC Holding Corp., a Delaware corporation\n                    (together with its successors and permitted assigns,\n                    'WMC'), SEAVIEW HOLDINGS, L.L.C., a Delaware limited\n                    liability company (together with its successors and any of\n                    its Permitted Transferees who acquire shares of Common\n                    Stock pursuant to Section 6.01, 'Seaview'), JONATHAN N.\n                    ZAKIN ('Zakin') and WESTERN MULTIPLEX CORPORATION, a\n                    Delaware corporation (together with its successors and\n                    permitted assigns, 'Western Multiplex').\n\n\n          WHEREAS, WMC, Western Multiplex Corporation, a California\ncorporation, GTI Acquisition Corp. and Glenayre Technologies, Inc. have\nentered into a Redemption, Stock Purchase and Recapitalization Agreement (as\namended, supplemented or otherwise modified from time to time, the\n'Redemption and Purchase Agreement');\n\n          WHEREAS, subject to the terms and conditions of the Redemption and\nPurchase Agreement WMC will acquire a controlling interest in Western\nMultiplex;\n\n          WHEREAS, WMC wishes to employ Zakin, and Zakin wishes to accept\nsuch employment, on the following terms and conditions;\n\n          WHEREAS, Zakin directly or indirectly owns all of the outstanding\nequity of Seaview;\n\n          WHEREAS, Seaview wishes to purchase 1,900,000 shares of Class A\nCommon Stock, par value $.01 per share, of WMC (the 'WMC Class A Common\nStock'); and\n\n          WHEREAS, Ripplewood will acquire shares of Class B Common Stock,\npar value $.01 per share, of WMC (the 'WMC Class B Common Stock' and,\ncollectively with the WMC Class A Common Stock, 'WMC Common Stock');\n\n          WHEREAS, Western Multiplex will issue to Seaview warrants to\npurchase an aggregate amount of 1,900,000 shares of Class A Common Stock, par\nvalue $.01 per share, of Western Multiplex (the 'MUX Class A Common Stock'\nand, collectively with the shares of Class B Common Stock, par value $.01 per\nshare, of Western Multiplex, the 'MUX Common Stock');\n\n          WHEREAS, Ripplewood, WMC, Seaview, Zakin and Western Multiplex wish\nto make certain agreements with respect to Ripplewood's and Seaview's\ninvestment in the WMC Common Stock and the MUX Common Stock (collectively,\n\n \nthe 'Common Stock'), Seaview's investments in warrants to acquire MUX Common\nStock and Zakin's employment by WMC.\n\n          NOW, THEREFORE, in consideration of the premises and the mutual\ncovenants and agreements herein contained, Ripplewood, WMC, Seaview, Zakin\nand Western Multiplex agree as follows:\n\n          SECTION 1.01.  Employment of Zakin.  (a)  Agreement to Employ.  WMC\nand Western Multiplex each agree to employ Zakin, and Zakin hereby accepts\nemployment by WMC and Western Multiplex, on the terms and conditions\ncontained in this Agreement.\n\n          (b)  Term of Employment.  The employment of Zakin pursuant hereto\nshall commence on the Closing Date (as defined in the Redemption and Purchase\nAgreement) and shall remain in effect until terminated pursuant to Section\n11.01 (the 'Employment Term').\n\n          (c)  Position and Responsibilities.  During the Employment Term,\nZakin shall serve as Chief Executive Officer of WMC and Western Multiplex and\nCo-Chairman of WMC's and Western Multiplex's Boards of Directors.  During the\nEmployment Term, Zakin shall be employed on a part-time basis and shall\ndevote such portion of his time and effort as he in good faith reasonably\ndeems necessary to the performance of his duties as the Co-Chairman and Chief\nExecutive Officer of WMC and Western Multiplex.  Zakin is not obligated to\ndevote any specified minimum portion of his time to the performance of such\nservices, and, subject to Section 3.01, Zakin may engage in other businesses\nand activities; provided, however, that if Ripplewood provides Zakin with\nnotice that it has reasonably determined, in good faith, that Zakin is not\ndevoting sufficient time and effort to the performance of such services and\nduties, and Zakin and Ripplewood do not, through good faith negotiation,\nmutually agree upon a reallocation of Zakin's time and effort with respect to\nsuch services and duties within the 10 day period following Zakin's receipt\nof such notice, Zakin's employment hereunder may be terminated for 'cause'\npursuant to Section 11.01(a).  Zakin's duties hereunder shall be performed at\nsuch place or places as the interests, needs, businesses or opportunities of\nWMC and Western Multiplex shall require.\n\n          (d)  Compensation and Benefits.\n\n          (i)  During the term of Zakin's employment by Wester Multiplex,\nWestern Multiplex shall pay Zakin a salary ('Salary') at the rate of $50,000\nper annum for the year commencing on the beginning of the Employment Term.\nSalary shall be payable in accordance with the ordinary payroll practices of\nWestern Multiplex and shall be subject to applicable withholding and payroll\ntaxes.  Upon termination of Zakin's employment by Western Multiplex for any\nreason (including, without limitation, death or disability), Zakin shall be\nentitled to receive his accrued Salary through the date of such termination\n\n                                      -2-\n\n \nonly and shall not be entitled to any additional payments in respect of his\nSalary.\n\n          (ii)  Other than Salary described in clause (i) of this Section\n1.01(d), Zakin shall not be entitled to receive any compensation or benefits\nfrom Ripplewood, WMC, Western Multiplex or any of their Affiliates as a\nconsequence of such employment.  'Affiliate' shall mean, with respect to any\nperson, any other person that directly or indirectly, through one or more\nintermediaries, controls, or is controlled by, or is under common control\nwith, such person.  For purposes of the foregoing sentence, 'control'\n(including, with correlative meanings, the terms 'controlled by' and 'under\ncommon control with'), as used with respect to any person, means the direct\nor indirect possession of the power to direct or cause the direction of the\nmanagement or policies of such person, whether through the ownership of\nvoting securities, by contract or otherwise.\n\n          2.01.  Equity Investment.  (a)  (i)  Subject only to the\nsatisfaction of the conditions precedent set forth in clauses (ii) and (iii)\nbelow, WMC hereby agrees to issue and sell to Seaview, and Seaview hereby\nagrees to purchase from WMC, immediately prior to the Closing (as defined in\nthe Redemption and Purchase Agreement), 1,900,000 shares of WMC Class A\nCommon Stock at a price of $.50 per share in cash.  At the closing of the\npurchase and sale of the shares of WMC Class A Common Stock pursuant to this\nSection 2.01(a) (the 'Common Stock Closing'), Seaview shall transfer to an\naccount designated by WMC $950,000 in cash in immediately available funds and\nWMC shall deliver to Seaview a duly executed stock certificate evidencing\n1,900,000 shares of WMC Class A Common Stock.\n\n          (ii)  The obligation of Seaview to purchase the 1,900,000 shares of\nWMC Class A Common Stock pursuant to clause (i) above is subject only to the\nfollowing:  (A) the representations and warranties of WMC contained in\nSection 13.01(a) shall be true and correct in all material respects as of the\ndate hereof and as of the Closing Date, (B) WMC shall have delivered to\nSeaview a certificate of the Vice President of WMC to the effect that the\ntransactions to occur on the Closing Date under the Redemption and Purchase\nAgreement will occur immediately after the Common Stock Closing on\nsubstantially the same terms reflected in the Redemption and Purchase\nAgreement and that WMC has not knowingly waived in any material respect any\nmaterial closing conditions under the Redemption and Purchase Agreement, and\n(C) definitive agreements shall have been executed providing for the\nfinancing contemplated by the Commitment Letter (as defined in the Redemption\nand Purchase Agreement) on substantially the same terms set forth in the\nCommitment Letter.\n\n          (iii)  The obligation of WMC to issue and sell the 1,900,000 shares\nof WMC Class A Common Stock pursuant to clause (i) above is subject only to\nthe following:  (A) the representations and warranties of Seaview contained\n\n                                      -3-\n\n \nin Section 13.01(b) shall be true and correct in all material respects as of\nthe date hereof and as of the Closing Date and (B) all conditions precedent\nto the Closing under the Redemption and Purchase Agreement shall have been\nsatisfied or waived by the applicable parties to the Redemption and Purchase\nAgreement.\n\n          (b)  Subject to the Common Stock Closing simultaneously occurring,\nWestern Multiplex hereby agrees to issue to Seaview at the Common Stock\nClosing warrants (the 'Initial Warrants') to purchase 1,140,000 shares of MUX\nClass A Common Stock.  The Initial Warrants will be in the form of Exhibit A\nhereto.\n\n          (c)  Subject to the Common Stock Closing simultaneously occurring,\nWestern Multiplex hereby agrees to issue to Seaview at the Common Stock\nClosing warrants (the '5x Warrants') to purchase 505,400 shares of MUX Class\nA Common Stock.  The 5x Warrants will be in the form of Exhibit B hereto.\n\n          (d)  Subject to the Common Stock Closing simultaneously occurring,\nWestern Multiplex hereby agrees to issue to Seaview at the Common Stock\nClosing warrants ( the '10x Warrants,' and, collectively with the Initial\nWarrants and the 5x Warrants, the 'Warrants') to purchase 1,273,000 shares of\nMUX Class A Common Stock.  The 10x Warrants will be in the form of Exhibit C\nhereto.\n\n          (e)  With respect to Seaview's (and, indirectly, Zakin's) equity\ninvestment in WMC and Western Multiplex, the provisions of this Section 2.01\nare in lieu of the investment rights of Zakin contained in Section 5.01 of\nthe Agreement dated as of June 16, 1998 (the 'Prior Agreement'), among\nLeeward Technology Partners L.L.C., Ripplewood Holdings L.L.C., Zakin and\nLeeward Management, Inc. and Zakin acknowledges and agrees that except as set\nforth in this Agreement he has no further investment rights with respect to\nWMC and Western Multiplex.\n\n          (f)  Zakin agrees to cause Seaview to perform its obligations under\nSection 2.01(a).\n\n          SECTION 3.01.  Exclusive Basis, Nonsolicitation.  The provisions of\nSection 7.01 of the Prior Agreement shall apply and WMC shall be an 'Acquired\nCompany' (as defined therein).  During the Employment Term and for one year\nthereafter, Zakin shall not, and shall cause his Affiliates not to, directly\nor indirectly (other than as an employee of or consultant to WMC and\/or\nWestern Multiplex):\n\n          (a)  solicit or attempt to solicit any business from any of WMC or\nWestern Multiplex (or any of their respective subsidiaries') customers or\nclients, including, without limitation, actively sought prospective customers\nor clients, for purposes of providing products or services that are\n\n                                      -4-\n\n \ncompetitive with WMC's or Western Multiplex's (or any of their respective\nsubsidiaries') products or services; or\n\n          (b) (i)  solicit for employment or for use as a consultant any\nemployees of Ripplewood, WMC, Western Multiplex or any of their respective\nAffiliates, (ii) solicit or encourage any employee of Ripplewood, WMC,\nWestern Multiplex or any of their respective Affiliates to leave the\nemployment of Ripplewood, WMC, Western Multiplex or any such Affiliate or\n(iii) otherwise intentionally interfere with the relationship of Ripplewood,\nWMC Western Multiplex or any of their Affiliates with any person or entity\nwho or which is employed by or otherwise engaged to perform services for\nRipplewood, WMC, Western Multiplex or any such Affiliate.  The provisions of\nthis Section 3.01(b) shall not prevent Zakin or any of his Affiliates from\nhiring any person who contacts Zakin or such affiliate on a non-solicited\nbasis or who responds to a help wanted or similar ad not specifically\ntargeted to such person.\n\n          SECTION 4.01.  Confidential Information.  During the term of this\nAgreement and for one year thereafter, except as may be required by law,\nZakin shall not, and shall cause his Affiliates not to, use or disclose, or\nknowingly permit any representative of Zakin or any of his Affiliates to use\nor disclose any information (whether or not in written form) which relates to\nRipplewood, WMC, Western Multiplex or any of their Affiliates or any of their\nrespective businesses or products or this Agreement and which is not known to\nthe public generally, except in the conduct of the business of WMC.\n\n          SECTION 5.01.  Option to Purchase Shares and Warrants.  (a)  If\nZakin's employment is terminated pursuant to Section 11.01(a) or (c), WMC and\nWestern Multiplex , jointly and severally, shall have an option to purchase\nall or any portion of (i) the Common Stock (the 'Shares') then held by\nSeaview at a purchase price equal to the Fair Market Value of such Shares\n(determined in accordance with Section 5.01(b)) as of the date of such\ntermination and (ii) the Warrants that have not terminated and are then held\nby Seaview at a purchase price equal to the product of (x) the Fair Market\nValue per Share (determined in accordance with Section 5.01(b)) as of the\ndate of such termination) minus the exercise price per share of Common Stock\npursuant to the Warrants being purchased multiplied by (y) the number of\nshares of Common Stock issuable upon exercise of the Warrants being\npurchased.  WMC or Western Multiplex, as the case may be, shall within 90\ndays of such date of termination give notice in writing to Seaview of its\nelection to exercise or not to exercise such option, which notice shall set\nforth the portion, if any, of the Shares and Warrants that WMC or Western\nMultiplex elects to purchase.  The purchase of the Shares and Warrants shall\ntake place at the principal office of Ripplewood, located at One Rockefeller\nPlaza, New York, New York, on the date specified by WMC (not later than the\nlater of (x) the twentieth business day following the receipt by Seaview of\nthe required notice from WMC and (y) the satisfaction of any legal\n\n                                      -5-\n\n \nrequirements to the purchase of the Shares and Warrants).  The consideration\nfor the purchase of the Shares and Warrants shall be paid by delivery to\nSeaview of a certified or bank check made payable to Seaview or by wire\ntransfer of immediately available funds to a bank account designated by\nSeaview, against delivery of certificates or other instruments representing\nthe Shares and Warrants so purchased, appropriately endorsed by the owner\nthereof, free and clear of all security interests, liens, claims,\nencumbrances, charges, options, restrictions on transfer, proxies and voting\nand other agreements of whatever nature.  WMC and Western Multiplex may\nassign their rights under this Section 5.01 to any person.\n\n          (b) (i)  If a determination of the Fair Market Value of the Shares\nis required by this Agreement when there is no public trading market for the\nShares, such 'Fair Market Value' shall be such amount as is determined to be\nthe fair market value of the Shares as of the date such Fair Market Value is\nrequired to be determined hereunder as determined by (x) Seaview and WMC\nthrough good faith negotiations; (y) an investment banking firm of national\nreputation mutually acceptable to both Seaview and WMC, if Seaview and WMC do\nnot agree upon the Fair Market Value of such Shares within 30 days after the\ndate as of which such Fair Market Value is to be determined; or (z) an\ninvestment banking firm of national reputation selected by two investment\nbanking firms of national reputation (one of which shall be chosen by Seaview\nand one of which shall be chosen by WMC), if Seaview and WMC do not mutually\nagree upon an investment banking firm to determine the Fair Market Value of\nthe Shares pursuant to clause (y) above within 10 days after the expiration\nof the 30-day period referred to in clause (y) above.  In making a\ndetermination of such Fair Market Value, due consideration shall be given to\nsuch factors as are deemed appropriate, including, without limitation, the\nearnings and other financial and operating information of WMC and its\nsubsidiaries in recent periods, its potential value and that of its\nsubsidiaries as a whole, its future prospects and that of its subsidiaries\nand the industries in which they compete, its history and management and that\nof its subsidiaries, the general condition of the securities markets and the\nfair market value of securities of privately owned companies (with transfer\nrestrictions) engaged in businesses similar to those of WMC and its\nsubsidiaries.  The Fair Market Value shall be determined assuming that all\nWarrants that have not terminated are then exercisable and assuming that all\nClass B Common Stock has been voluntarily converted to Class A Common Stock.\nThe Fair Market Value as determined by the foregoing procedure shall be\nbinding and conclusive upon the parties hereto.\n\n          (ii)  If a determination of the Fair Market Value of the Shares is\nrequired by this Agreement when there is a public trading market for the\nShares, such 'Fair Market Value' shall mean the average daily closing sales\nprice of the Shares for the ten consecutive trading days preceding the date\nthe Fair Market Value of the Shares is required to be determined hereunder.\nThe closing price for each day shall be the last reported sales price regular\n\n                                      -6-\n\n \nway or, in case no such reported sale takes place on such day, the average of\nthe reported closing bid and asked prices regular way, in either case on the\nprincipal national securities exchange on which the Shares are listed and\nadmitted to trading, or, if not listed and admitted to trading on any such\nexchange on the NASDAQ National Market System, or, if not quoted on the\nNational Market System, the average of the closing bid and asked prices in\nthe over-the-counter market as furnished by any New York Stock Exchange\nmember firm selected from time to time by Western Multiplex's Board of\nDirectors for that purpose.\n\n          SECTION 6.01.  Transfers.  (a)  Defined Terms.  The following terms\nshall have the following meanings:\n\n          'Involuntary Transfer' means any Transfer by Ripplewood or Seaview\nof any shares of Common Stock or any Warrant, or of any beneficial ownership\nthereof, upon death, appointment of a guardian, default, foreclosure,\nforfeit, bankruptcy (voluntary or involuntary), court order, levy of\nattachment, execution or otherwise than voluntarily by the Transferor;\nprovided, that a Transfer required pursuant to Section 6.01(g) shall not be\ndeemed an Involuntary Transfer.\n\n          'Permitted Transferee' means, (i) with respect to Ripplewood, (A)\nany Affiliate of Ripplewood Holdings L.L.C. ('Ripplewood Holdings'), (B) a\nshareholder, partner, member or employee of Ripplewood Holdings or any\nAffiliate of Ripplewood Holdings or (C) an employee, director or officer of\nWMC or Western Multiplex or any subsidiary of WMC or Western Multiplex (up to\nan aggregate of 5% of the outstanding Common Stock) and (ii) with respect to\nSeaview, (x) Zakin, (y) a trust of which the beneficiaries consist solely of\nZakin, Zakin's spouse or former spouse or Zakin's children or (z) any\ncorporation, partnership, limited liability company or other entity all of\nthe equity interests of which are, and will at all times continue to be,\ndirectly or indirectly owned solely by Zakin; provided, that such transferee\nis (or becomes at the time of such Transfer) a party hereto.\n\n          'Person' means any individual, corporation, partnership, trust,\nassociation, limited liability company, joint venture, joint-stock company or\nany other entity or organization, including, without limitation, a government\nor governmental agency.\n\n          'Third Party Purchaser' means, with respect to any proposed sale of\nshares of Common Stock by Ripplewood or Seaview, a Person other than a\nPermitted Transferee, who offers to purchase from Ripplewood or Seaview, as\nthe case may be, such shares pursuant to a bona fide written offer.\n\n          'Transfer' means any transfer, sale, conveyance, assignment, gift,\nhypothecation, pledge or other disposition, whether voluntary or by operation\nof law, of a share of Common Stock or any Warrant.\n\n                                      -7-\n\n \n          'Transferee' means the transferee in a Transfer.\n\n          'Transferor' means the transferor in a Transfer.\n\n          'Unrestricted Shares' means shares of Common Stock previously (i)\nTransferred by Ripplewood or any of its Permitted Transferees in a\ntransaction subject to Section 6.01(f) or (ii) Transferred by Seaview or any\nof its Permitted Transferees pursuant to Section 6.01(f).\n\n          (b)  Generally.  Neither Ripplewood nor Seaview may Transfer all or\nany portion of its shares of Common Stock or any Warrant, or any beneficial\nownership thereof, unless (A) such Transfer is in accordance with this\nSection 6.01, (B) the Transferee executes and delivers a counterpart of the\nsignature page of this Agreement (or other appropriate assumption agreement)\nin which the Transferee agrees to be bound by the provisions of this\nAgreement to the same extent as the Transferor, (C) the Transferee executes\nand delivers any other agreements, documents or instruments reasonably\nspecified by WMC's Board of Directors (in the case of a Transfer of WMC\nCommon Stock) or Western Multiplex's Board of Directors (in the case of a\nTransfer of Warrants or Western Multiplex Common Stock) (in each case, which\nshall be uniformly and consistently applied to all transfers by Ripplewood\nand Seaview) and (D) such transfer is pursuant to an effective registration\nstatement under the Securities Act of 1933, as amended (the 'Securities Act')\nor a valid exemption from registration under the Securities Act and in\ncompliance with all applicable state and foreign securities laws.  Any\nTransfer made in violation of this Section 6.01(b) shall be null and void and\nshall be subject to Section 6.01(e).\n\n          (c)  Transfers by Ripplewood.  (i) Subject to Section 6.01(b) and,\nwith respect to a Transfer by Ripplewood or any of its Permitted Transferees\nto any Person other than a Permitted Transferee of Ripplewood, Section\n6.01(f), Ripplewood (and its Permitted Transferees) shall have  the right to\nTransfer at any time all or any portion of its shares of Common Stock\n(including, without limitation, any beneficial ownership thereof) to any\nPerson without the prior consent of any Person.\n\n          (ii)  Subject to Section 6.01(b), any Unrestricted Shares may be\nTransferred to any Person without the consent of any other Person and any\nsuch Transfer will not be subject to Section 6.01(b).\n\n          (d)  Transfers by Zakin.  (i)  Subject to Section 6.01(b), Seaview\n(and its Permitted Transferees) shall have the right to Transfer at any time\nall or any portion of its (or its Permitted Transferees') shares of Common\nStock and Warrants (including, without limitation, any beneficial ownership\nthereof) to any of its Permitted Transferees without the prior consent of any\nPerson.\n\n\n                                      -8-\n\n \n          (ii)  Seaview (and its Permitted Transferees) shall not have the\nright to Transfer all or any portion of its (or its Permitted Transferees')\nshares of Common Stock or Warrants (including, without limitation, any\nbeneficial ownership thereof) to any Person other than Ripplewood, WMC or\nWestern Multiplex except in accordance with Section 6.01(b) and (A) pursuant\nto Section 6.01(d)(i), (f), (g), (h) or (B) with the prior written consent of\nWMC's Board of Directors and Ripplewood.\n\n          (iii) Without the prior written consent of Ripplewood, Seaview (and\nits Permitted Transferees) shall not have the right to Transfer to any Person\n(other than a Permitted Transferee who complies with Sections 6.01(b)(B) and\n(C)) all or any portion of its (or its Permitted Transferees') 10x Warrants,\n5x Warrants or shares of Common Stock issued upon exercise of the 10x\nWarrants or the 5x Warrants except (x) pursuant to Section 6.01(g) or\n6.01(f), or (y) after the earlier of (A) such time as Ripplewood and its\nPermitted Transferees have Transferred to Persons who are not Permitted\nTransferees of Ripplewood an aggregate of two-thirds of the shares of Common\nStock issued to Ripplewood and its Permitted Transferees, or (B) two years\nafter a Triggering Event (as defined in the 5x Warrants and the 10x Warrants)\ndescribed in clause (1) of the definition thereof.\n\n          (e)  Involuntary and Impermissible Transfers.  If an Involuntary\nTransfer or a Transfer in violation of this Agreement shall occur with\nrespect to Seaview and, in the case of a Transfer in violation of this\nAgreement, such violation has not been cured within 30 days after notice to\nthe applicable Transferor or Transferee, WMC shall give notice to Ripplewood\noffering Ripplewood the right, exercisable by delivery of written notice to\nthe Transferee with respect to such Involuntary Transfer or Transfer within\n90 days following the day on which such notice is given, to purchase all the\nshares of Common Stock and\/or Warrants acquired by such Transferee at a\npurchase price equal to, in the case of an Involuntary Transfer, 100% or, in\nthe case of a Transfer in violation of this Agreement, 90% of the purchase\nprice determined pursuant to Section 5.01(a) as if such transfer were a\ntermination of Zakin's employment for cause.  The closing date of any\npurchase described in this Section 6.01(e) shall be on the date specified by\nWMC that shall not be later than the 30th day after a determination of the\nFair Market Value of the shares of Common Stock to be purchased is made.\nRipplewood may assign its rights under this Section 6.01(e) to any person.\n\n          (f)  Tag-Along Rights.  (i)  If Ripplewood or its Permitted\nTransferee desire to Transfer any portion of its shares of WMC Common Stock\nto a prospective Transferee (or Transferees) other than to a Permitted\nTransferee of Ripplewood, Ripplewood or its Permitted Transferee shall, as a\ncondition to such Transfer, (A) provide a notice to Seaview in writing (a\n'Tag-Along Notice') of the material terms of the proposed Transfer at least\n14 days prior to such Transfer and (B) permit Seaview and its Permitted\nTransferees (or cause Seaview and its Permitted Transferees to be permitted)\n\n                                      -9-\n\n \nto sell (either to the prospective Transferee of Common Stock or to another\nfinancially reputable Transferee reasonably acceptable to Seaview) the same\nportion of its outstanding shares of Common Stock and Section 6.01(f) Vested\nWarrants (as defined below) on the same terms and conditions, subject to the\nsame agreements and at the same price as the sale by Ripplewood or its\nPermitted Transferees (in each case subject to Section 6.01(f)(iii)), which\nsale shall take place on the date Ripplewood's (or its Permitted\nTransferee's) shares of Common Stock (or such portion) are Transferred to\nsuch Transferee (or Transferees).  To calculate the number of outstanding\nshares of Common Stock and Section 6.01(f) Vested Warrants that Seaview and\nits Permitted Transferees can sell for the purposes of clause (i)(B) of this\nSection 6.01(f), WMC and Western Multiplex shall be treated as a single\nentity such that Seaview and its Permitted Transferees will be able to sell\nthe product of (x) a fraction, the numerator of which is the number of shares\nof WMC Common Stock being sold by Ripplewood, and the denominator of which is\nthe total number of shares of WMC Common Stock owned by Ripplewood,\nmultiplied by (y) the total number of shares of Common Stock and Section\n6.01(f) Vested Warrants owned by Seaview and its Permitted Transferees (e.g.,\nif Ripplewood is selling 75% of its interest in WMC Common Stock, Seaview and\nits Permitted Transferees will be able to include 75% of their total\nownership of Common Stock and Section 6.01(f) Vested Warrants, calculated as\nthough WMC and Western Multiplex are a single entity).  Should Seaview and\/or\nits Permitted Transferees exercise their rights pursuant to this Section\n6.01(f) (i), Seaview and\/or its Permitted Transferees shall be required to\nTransfer Common Stock and Section 6.01(f) Vested Warrants held by them in the\nfollowing order of priority:  (1)  first, shares of Common Stock (until the\nTransferor holds no shares of Common Stock), (2) second, Initial Warrants\n(until the Transferor holds no Initial Warrants), (3) third, 5x Warrants\n(until the Transferor hold no 5x Warrants), and (4) fourth, 10x Warrants.\nSeaview and its Permitted Transferees shall have ten days from the date of\nreceipt of a Tag-Along Notice to exercise its right to sell pursuant to this\nSection 6.01(f)(i) by delivering written notice to Ripplewood of its intent\nto exercise such right.  Seaview's and its Permitted Transferees' right to\nsell in such transaction pursuant to the above shall terminate if not\nexercised within such ten-day period.  If Seaview or its Permitted Transferee\nelects to exercise its right to sell pursuant to the above, it shall share,\non a pro rata basis, the legal, investment banking and other expenses of\nRipplewood or the Permitted Transferee incurred in connection with such\nTransfer.  For purposes hereof, 'Section 6.01(f) Vested Warrants' means\nWarrants that are then exercisable or which would become exercisable upon\ncompletion of the transactions subject to this Section 6.01(f).\n\n          (ii)  If WMC sells any portion or all of its interest in Western\nMultiplex, WMC shall, as a condition to such Transfer, (A) provide a notice\nto Seaview in writing (a 'MUX Sale Tag-Along Notice') of the material terms\nof the proposed Transfer at least 14 days prior to such Transfer and (B)\npermit Seaview and its Permitted Transferees (or cause Seaview and its\n\n                                     -10-\n\n \nPermitted Transferees to be permitted) to sell (either to the prospective\nTransferee of Common Stock or to another financially reputable Transferee\nreasonably acceptable to Seaview) a number  of its outstanding shares of MUX\nCommon Stock and Section 6.01(f) Vested Warrants equal to (x) the percentage\nof the outstanding shares of MUX Common Stock owned by WMC that are being\nsold by WMC (e.g. if there are 2,000 shares of MUX Common Stock outstanding\nof which WMC owns 1,800 shares and WMC is selling 180 shares, the percentage\nunder this clause (x) will be 10%) multiplied by (y) the number of shares of\nMUX Common Stock and 6.01(f) Vested Warrants owned by Seaview or such\nPermitted Transferee.  Subject to Section 6.01(f)(iii) any such sale shall be\non the same terms and conditions, subject to the same agreements and at the\nsame price as the sale by WMC, which sale shall take place on the date WMC's\nshares of MUX Common Stock (or such portion) are Transferred to such\nTransferee (or Transferees).  Should Seaview and\/or its Permitted Transferees\nexercise their rights pursuant to this Section 6.01(f), Seaview and\/or its\nPermitted Transferees shall be required to Transfer MUX Common Stock and\nSection 6.01(f)(ii) Vested Warrants held by them in the following order of\npriority:  (1)  first, shares of MUX Common Stock (until the Transferor holds\nno shares of Common Stock), (2) second, Initial Warrants (until the\nTransferor holds no Initial Warrants), (3) third, 5x Warrants (until the\nTransferor hold no 5x Warrants), and (4) fourth, 10x Warrants.  Seaview and\nits Permitted Transferees shall have ten days from the date of receipt of a\nMUX Sale Tag-Along Notice to exercise its right to sell pursuant to this\nSection 6.01(f)(ii) by delivering written notice to WMC of its intent to\nexercise such right.  Seaview's and its Permitted Transferees' right to sell\nin such transaction pursuant to the above shall terminate if not exercised\nwithin such ten-day period.  If Seaview or its Permitted Transferee elects to\nexercise its right to sell pursuant to the above, it shall share, on a pro\nrata basis, the legal, investment banking and other expenses of WMC incurred\nin connection with such Transfer.\n\n          (iii)  Anything in the foregoing to the contrary notwithstanding,\nupon any sale of Warrants pursuant to this Section 6.01(f), Seaview and\/or\nits Permitted Transferees shall be entitled to receive a price per Warrant\nequal to the greater of (A) the product of (x) the number of shares of Common\nStock issuable upon exercise of such Warrants multiplied by (y) the\ndifference between (1) the price per share to be receive by Ripplewood,  its\nPermitted Transferee or WMC (as applicable) as a result of such sale, and (2)\nthe exercise price per share of the Warrants, and (B) zero.\n\n           (g)  Drag-Along Rights.  (i)  So long as Seaview and its Permitted\nTransferees do not own in the aggregate at least 50% more shares of Common\nStock than Ripplewood and its Permitted Transferees own in the aggregate, if\nat any time Ripplewood and\/or its Permitted Transferees desire to Transfer\nall or any portion of its shares of Common Stock to any Third Party Purchaser\n(or Third Party Purchasers), Ripplewood and its Permitted Transferees shall\nhave the right to require that Seaview and its Permitted Transferees Transfer\n\n                                     -11-\n\n \nthe same portion of their shares of Common Stock and Section 6.01(g) Vested\nWarrants (as defined below) to such Third Party Purchaser (or Third Party\nPurchasers) on the same terms and conditions, subject to the same agreements\nand at the same price as the sale by Ripplewood and\/or its Permitted\nTransferees (in each case subject to Section 6.01(f)(iii)).  To calculate the\nnumber of outstanding shares of Common Stock and Section 6.01(g) Vested\nWarrants that Seaview and its Permitted Transferees can be required to sell\npursuant to this Section 6.01(g)(i), WMC and Western Multiplex shall be\ntreated as a single entity such that Seaview and its Permitted Transferees\ncan be required to sell the product of (x) a fraction, the numerator of which\nis the number of shares of WMC Common Stock being sold by Ripplewood, and the\ndenominator of which is the total number of shares of WMC Common Stock owned\nby Ripplewood, multiplied by (y) the total number of shares of Common Stock\nand Section 6.01(g) Vested Warrants owned by Seaview and its Permitted\nTransferees (e.g. if Ripplewood is selling 75% of its interest in WMC Common\nStock, Ripplewood and its Permitted Transferees will have the right to\nrequire that Seaview and its Permitted Transferees transfer 75% of their\ntotal ownership of Common Stock and Section 6.01(f) Vested Warrants,\ncalculated as though WMC and Western Multiplex are a single entity).  Should\nRipplewood and\/or its Permitted Transferees exercise their rights pursuant to\nthis Section 6.01(g)(i), Seaview and\/or its Permitted Transferees shall be\nrequired to Transfer Common Stock and Section 6.01(g) Vested Warrants held by\nthem in the following order of priority: (1) first, shares of Common Stock\n(until the Transferor holds no shares of Common Stock), (2) second, Initial\nWarrants (until the Transferor holds no Initial Warrants), (3) third, 5x\nWarrants (until the Transferor holds no 5x Warrants), and (4) fourth, 10x\nWarrants.  Ripplewood shall provide a notice to Seaview in writing (a 'Drag-\nAlong Notice') of such sale at least 10 days prior to such Transfer, and the\nDrag-Along Notice shall identify such Third Party Purchaser (or Third Party\nPurchasers), all material terms of the sale and the date of closing.  Upon\nthe closing of any sale by Ripplewood and\/or its Permitted Transferees of all\n(or such portion) of its shares of Common Stock as described in a Drag-Along\nNotice, such Third Party Purchaser (or Third Party Purchasers) shall pay to\nSeaview and\/or its Permitted Transferees the consideration payable to Seaview\nand\/or its Permitted Transferees in connection with such sale of all (or such\nportion) of its shares of Common Stock or Warrants to such Third Party\nPurchaser (or Third Party Purchasers), net of Seaview's and\/or its Permitted\nTransferees' proportionate share of the legal, investment banking and other\nexpenses of Ripplewood and\/or its Permitted Transferees incurred in\nconnection with such sale, and Seaview's and\/or its Permitted Transferees'\nshares of Common Stock or Warrants (or such portion) shall be deemed\nTransferred to such Third Party Purchaser (or Third Party Purchasers).  For\npurposes hereof, Section 6.01(g) 'Vested Warrants' means Warrants that are\nthen exercisable or which would become exercisable upon completion of the\ntransactions subject to this Section 6.01(g).\n\n\n\n                                     -12-\n\n \n          (ii)  So long as Seaview and its Permitted Transferees do not own\nin the aggregate at least 50% more shares of Common Stock than Ripplewood and\nits Permitted Transferees own in the aggregate, if at any time WMC desires to\nTransfer all or any portion of its shares of MUX Common Stock to any Third\nParty Purchaser (or Third Party Purchasers), WMC shall have the right to\nrequire that Seaview and its Permitted Transferees Transfer the same portion\nof their shares of MUX Common Stock and Section 6.01(g) Vested Warrants to\nsuch Third Party Purchaser (or Third Party Purchasers) on the same terms and\nconditions, subject to the same agreements and at the same price as the sale\nby WMC.  Should WMC exercise its rights pursuant to this Section 6.01(g)(ii),\nSeaview and or its Permitted Transferees shall be required to Transfer MUX\nCommon Stock and Section 6.01(g) Vested Warrants held by them in the\nfollowing order of priority:  (1)  first, shares of MUX Common Stock (until\nthe Transferor holds no shares of MUX Common Stock), (2)  second, Initial\nWarrants (until the Transferor holds no Initial Warrants), (3) third, 5x\nWarrants (until the Transferor holds no 5x Warrants), and (4) fourth, 10x\nWarrants.  WMC shall provide a notice to Seaview in writing (a 'MUX Sale\nDrag-Along Notice') of such sale at least 10 days prior to such Transfer, and\nthe MUX Sale Drag-Along Notice shall identify such Third Party Purchaser (or\nThird Party Purchasers), all material terms of the sale and the date of\nclosing.  Upon the closing of any sale by WMC of all (or such portion) of its\nshares of MUX Common Stock as described in a MUX Sale Drag-Along Notice, such\nThird Party Purchaser (or Third Party Purchasers) shall pay to Seaview and\/or\nits Permitted Transferees the consideration payable to Seaview and\/or its\nPermitted Transferees in connection with such sale of all (or such portion)\nof its shares of MUX Common Stock or Warrants  to such Third Party Purchaser\n(or Third Party Purchasers), net of Seaview's and\/or its Permitted\nTransferees' proportionate share of the legal, investment banking and other\nexpenses of WMC incurred in connection with such sale, and Seaview's and\/or\nits Permitted Transferees' shares of MUX Common Stock or Warrants (or such\nportion) shall be deemed Transferred to such Third Party Purchaser (or Third\nParty Purchasers).\n\n          (iii)  Anything in the foregoing to the contrary notwithstanding,\nupon any sale of Warrants pursuant to this Section 6.01(g), Seaview and\/or\nits Permitted Transferees shall be entitled to receive a price per Warrant\nequal to the greater of (1) the product of (A) the number of shares of Common\nStock issuable upon exercise of such Warrants multiplied by (B) the\ndifference between (x) the price per share to be received by Ripplewood or\nits Permitted Transferee or WMC (as applicable) as a result of such sale, and\n(y) the exercise price per share of the Warrants, and (2) zero.\n\n\n          (h)  At any time after an initial public offering of Common Stock,\nSeaview will have the right to make written demands upon either of WMC or\nWestern Multiplex or both to register its Common Stock; provided that Seaview\nshall be entitled to exercise its rights under this Section 6.01(h) on only\n\n                                     -13-\n\n \ntwo occasions.  Ripplewood and its Permitted Transferees and WMC (in the case\nof any sale of MUX Common Stock) will have the right to have its Common Stock\nregistered pro rata with Seaview's at the same time Seaview's Common Stock is\nregistered in accordance with the immediately preceding sentence.  Seaview\nwill have the right to choose the managing underwriter of any such offering;\nprovided that such managing underwriter is reasonably satisfactory to\nRipplewood.  WMC and\/or Western Multiplex (as applicable) will be entitled to\npostpone any demand registration by Seaview if such offering will interfere\nwith a pending financing, merger, sale of assets, recapitalization or other\nsimilar corporate action of WMC and\/or  Western Multiplex (as applicable) or\nan offering of Common Stock owned by Ripplewood or its Permitted Transferees\nor WMC.  WMC or Western Multiplex (as applicable) will pay all fees\n(excluding any underwriter discount) and expenses in connection with a demand\nregistration by Seaview.  In addition, Seaview will have the right to have\nits Common Stock registered pro rata with Ripplewood (x) at any time any\npublic offering of Common Stock is made by Western Multiplex or WMC or (y) if\nRipplewood makes a demand upon Western Multiplex or WMC to register its\nCommon Stock.  Such registration rights will be on customary terms and\nconditions (including, without limitation, customary cut back and lock-up\nprovisions) established in good faith by Western Multiplex's or WMC's Board\nof Directors and Ripplewood and applicable to Ripplewood.  Subject to Section\n6.01(d)(iii), at any time and from time to time after an initial public\noffering by WMC, Seaview will have the right to sell to Western Multiplex any\nshares of Common Stock.  Seaview can exercise such right by delivering notice\nto Western Multiplex and the closing of such sale will occur 10 business days\nafter delivery of such notice, unless the aggregate purchase price exceeds\n$2.5 million, in which case Western Multiplex will have the right to postpone\nthe purchase for an additional 20 days.  The purchase price per share will\nequal the average closing price for the WMC Common Stock on the principal\ntrading exchange on which the WMC Common Stock is traded during the five\nbusiness days prior to delivery by Seaview of such notice (as equitably\nadjusted to the extent that the number of outstanding shares of WMC Common\nStock does not equal the number of outstanding shares of MUX Common Stock\nheld by WMC).  WMC and Western Multiplex shall be jointly and severally\nliable for Western Multiplex's obligation to purchase Seaview's shares of\nCommon Stock pursuant to this Section 6.01(h).\n\n          (i)  Ownership of Seaview and Certain Permitted Transferees.  Zakin\nagrees that for as long as Seaview or any Permitted Transferee of Zakin\ndescribed in (ii)(y) of the definition of Permitted Transferee hold any\nWarrants or shares of Common Stock the Transfer of which are restricted by\nSection 6.01(d), Zakin will directly or indirectly be the sole beneficial\nowner of all of the equity of Seaview and\/or such Permitted Transferee (as\napplicable).\n\n          SECTION 7.01.  Legend.  Each of Ripplewood and Seaview agrees that\nany and all certificates representing shares of WMC Common Stock will have\n\n                                     -14-\n\n \ninscribed conspicuously on the front or back of such certificates the\nfollowing legend:  'The shares of Common Stock, par value $.01 per share, of\nWMC Holding Corp. represented by this certificate are subject to one or more\nagreements among shareholders or agreements between shareholders and WMC\nHolding Corp. and may not be sold or otherwise transferred except in\naccordance therewith.  Copies of such agreement or agreements may be obtained\nat the principal executive offices of WMC Holding Corp.'  Each of Ripplewood\nand Seaview agrees that any and all certificates representing shares of MUX\nCommon Stock will have inscribed conspicuously on the front or back of such\ncertificates the following legend:  'The shares of Common Stock, par value\n$.01 per share, of Western Multiplex Corporation represented by this\ncertificate are subject to one or more agreements among shareholders or\nagreements between shareholders and Western Multiplex Corporation and may not\nbe sold or otherwise transferred except in accordance therewith.  Copies of\nsuch agreement or agreements may be obtained at the principal executive\noffices of Western Multiplex Corporation.'\n\n          SECTION 8.01.  Voting Agreements and Directors.  (a)  From and\nafter the date hereof, so long as Seaview and its Permitted Transferees do\nnot own in the aggregate at least 50% more shares of Common Stock than\nRipplewood and its Permitted Transferees own in the aggregate, Seaview and\nits Permitted Transferees:  (i) shall vote all of the shares of Common Stock\nheld by them (including, without limitation, shares acquired after the date\nhereof) in the same manner as the shares of Common Stock held by Ripplewood\nor WMC (in the case of MUX Common Stock) are voted on all matters acted upon\nat any annual or special meeting of shareholders or by written consent in\nlieu of a meeting and (ii) irrevocably constitutes and appoints the Person\nwho is at the time the Senior Managing Director and Chief Executive Officer\nof Ripplewood Holding his proxy to vote all of the shares of Common stock\nheld by Seaview or such Permitted Transferee in the same manner as the shares\nof Common Stock held by Ripplewood or WMC (in the case of MUX Common Stock)\nare voted on all matters acted upon at any annual or special meeting of\nshareholders or by written consent in lieu of a meeting; provided that this\nSection 8.01(a) shall be inapplicable with respect to any matters which would\nboth adversely affect the rights of the shares of Common Stock held by\nSeaview or such Permitted Transferee and treat Seaview or such Permitted\nTransferee differently from other holders of shares of Common Stock (it being\nunderstood that a conversion of WMC to a limited liability company will not\nbe deemed to adversely affect the rights of Seaview or such Permitted\nTransferee and Seaview and its Permitted Transferees hereby agree that their\nshares of Common Stock will be voted in favor of any such action).  The\nvoting agreements and proxies granted pursuant to this Section 8.01(a) are\ncoupled with an interest and shall be valid for the term of this Agreement.\nSeaview represents that it has not granted and is not party to any proxy,\nvoting trust or other agreement which in each case is inconsistent with or\nconflicts with the provisions of this Agreement, and Seaview and its\nPermitted Transferees shall not grant any proxy or become a party to any\n\n                                     -15-\n\n \nvoting trust or other agreement which in each case is inconsistent with or\nconflicts with the provisions of this Agreement.\n\n          (b)  Each of Ripplewood and Seaview will have the right to nominate\nsuch number of members of each of WMC's and Western Multiplex's Board of\nDirectors as reflects the percentage of the outstanding Common Stock\n(calculated as though WMC and Western Multiplex are a single entity) owned by\n(x) Ripplewood and its Permitted Transferees and Seaview, respectively (such\nnumber to be rounded to the whole number closest to such percentage of the\ntotal number of members of WMC's Board of Directors); provided that Seaview\nwill be entitled to nominate at least one member to each of WMC's and Western\nMultiplex's Board of Directors; provided further that, so long as Seaview and\nits Permitted Transferees do not own at least 50% more of the Common Stock\n(calculated as though Western Multiplex and WMC are a single entity) than\nRipplewood and its Permitted Transferees own, Ripplewood will have the right\nto nominate the majority of the members of each of WMC's and Western\nMultiplex's Board of Directors.  It is presently contemplated that the each\nof the Boards of Directors of WMC and Western Multiplex at the Closing will\nconsist of Zakin, Michael Seedman, two designees of Ripplewood and the\nPresident of Western Multiplex.\n\n          SECTION 9.01.  Preemptive Rights.  (a)  Except for (i) issuances of\npro rata dividends to all holders of Common Stock, (ii) stock issued to\nemployees, officers or directors of WMC or its subsidiaries (including,\nwithout limitation, Western Multiplex) in connection with management options\nor incentive plans approved by WMC's Board of Directors, (iii) stock issued\nin connection with any merger, acquisition, business combination, joint\nventure, partnership or limited liability company of WMC or its subsidiaries\n(including, without limitation, Western Multiplex), (iv) issuances pursuant\nto the exercise of the Warrants or pursuant to the exercise, conversion or\nexchange of any security whose issuance was subject to this Section 9.01(a),\nRipplewood and Seaview and their respective Permitted Transferees, in order\nto enable them to maintain their respective fully diluted percentage\nownership of the Common Stock (calculated as though WMC and Western Multiplex\nare a single entity), shall have preemptive rights, as hereinafter set forth,\nto purchase any capital stock (subject to the proviso below), including any\nwarrants or securities convertible into capital stock, of WMC hereafter\nissued by WMC so that each of Ripplewood and Seaview and their respective\nPermitted Transferees shall hereafter be entitled to acquire a percentage of\ncapital stock which is hereafter issued equal to the same percentage of the\nissued and outstanding Common Stock (calculated as though WMC and Western\nMultiplex are a single entity) as is held by such holder immediately prior to\nthe date on which the capital stock is to be issued, provided, however, that\nany shares of Common Stock or warrants or securities convertible into Common\nStock purchased by Ripplewood and its Permitted Transferees pursuant to this\nSection 9.01(a) shall be shares of or warrants or securities convertible into\nWMC Class B Common Stock and any shares of capital stock or warrants or\n\n                                     -16-\n\n \nsecurities convertible into capital stock purchased by Seaview and its\npermitted transferees pursuant to this Section 9.01(a) shall be shares of or\nwarrants or securities convertible into WMC Class A Common Stock.  As used\nherein, 'issue' (and variations thereof) includes sales and transfers by WMC\nof treasury shares.\n\n          (b)  WMC shall, before issuing any additional capital stock (other\nthan in accordance with the exceptions referred to in Section 9.01(a)\nhereof), give written notice thereof to Ripplewood and Seaview.  Such notice\nshall specify what type of instrument WMC intends to issue and the\nconsideration which WMC intends to receive therefor.  For a period of twenty\n(20) days following receipt by Ripplewood and Seaview of such notice, WMC\nshall be deemed to have irrevocably offered to sell to each of them and their\nrespective Permitted Transferees a sufficient number of shares of such\ncapital stock so that each such holder, if such holder elects to acquire such\nshares as hereinafter set forth, shall be capable of acquiring the same\npercentage of shares of WMC Common Stock as the percentage of outstanding\nCommon Stock beneficially owned by such holder at the time of such notice.\nIn the event any such offer is accepted, in whole or in part, by a holder,\nWMC shall sell such shares (which number may be adjusted downward on a pro\nrata basis if the original numbers of shares proposed to be issued is\nreduced) to such holder for the consideration and on the terms set forth in\nWMC's notice (given under the first two sentences of this paragraph).  In the\nevent that Ripplewood or Zakin or any of their respective Permitted\nTransferees elects not to, or fails to, exercise its rights under this\nSection 9.01 within the twenty (20) day period, then WMC may issue the shares\nof capital stock offered to, but not purchased by, such holder to third\npersons but only for the same consideration set forth in WMC's notice (given\nunder the first two sentences of this paragraph) and no later than sixty (60)\ndays after the expiration of such twenty day period.  The closing for such\ntransaction shall take place as proposed by WMC with respect to the shares of\ncapital stock proposed to be issued, at which closing WMC shall deliver\ncertificates for the shares of capital stock or other securities in the\nrespective names of the purchasers against receipt of the consideration\ntherefor.\n\n          SECTION 10.01.  Indemnification.  (a)  Scope.   (i) General Rule.\nTo the fullest extent permitted by law, WMC shall indemnify Zakin on an\nafter-tax basis against any liability incurred in connection with any\nproceeding in which Zakin may be involved as a party or otherwise by reason\nof the fact that Zakin is or was serving in an indemnified capacity,\nincluding, without limitation, liabilities resulting from any actual or\nalleged breach or neglect of duty, error, misstatement or misleading\nstatement or act giving rise to strict or products liability; provided that\nno indemnity shall be payable hereunder against any liability incurred by\nZakin by reason of (i) Zakin's fraud, wilful violation of law, gross\n\n\n                                     -17-\n\n \nnegligence, breach of this Agreement or bad faith or (ii) the receipt by\nZakin from WMC of a personal benefit to which Zakin is not legally entitled.\n\n          (ii)  Partial Payment.  If Zakin is entitled to indemnification in\nrespect of a portion, but not all, of any liabilities to which Zakin may be\nsubject, WMC shall indemnify Zakin to the maximum extent legally permissible\nfor such liabilities.\n\n          (iii)  Presumption.  The termination of a proceeding by judgment,\norder, settlement or conviction or upon a plea of nolo contendere or its\nequivalent shall not of itself create a presumption that the indemnified\nrepresentative is not entitled to indemnification under this Section\n10.01(a).\n\n          (iv)  Definitions.  For purposes of this Section 10.01: (i)\n'indemnified capacity' means any and all past, present and future service by\nZakin in one or more capacities as a director, officer, manager, employee or\nagent of WMC or Western Multiplex, or, at the request of WMC or Western\nMultiplex, as a member, director, officer, manager, employee, agent,\nfiduciary or trustee of another corporation, limited liability company,\npartnership, joint venture, trust, employee benefit plan or other entity or\nenterprise, (ii) 'liability' means any damage, judgment, amount paid in\nsettlement, fine, penalty, punitive damages, excise tax assessed with respect\nto any employee benefit plan, or cost or expense of any nature (including,\nwithout limitation, attorneys' fees and disbursements) and (iii) 'proceeding'\nmeans any threatened, pending or completed action, suit, appeal or other\nproceeding of any nature, whether civil, criminal, administrative or\ninvestigative, whether formal or informal, and whether brought by or in the\nright of WMC or Western Multiplex, its shareholders or otherwise.\n\n          (b) Advancing Expenses.  To the fullest extent permitted by law,\nWMC shall pay the expenses (including, without limitation, attorneys' fees\nand disbursements) incurred in good faith by Zakin in advance of the final\ndisposition of a proceeding upon receipt of an undertaking by or on behalf of\nZakin to repay the amount if it is ultimately determined that Zakin is not\nentitled to be indemnified by WMC pursuant to this Section 10.01.\n\n          (c)  Securing of Indemnification Obligations.  To further effect,\nsatisfy or secure the indemnification obligations provided in this Section\n10.01 or otherwise, WMC may maintain insurance, obtain a letter of credit,\nact as self-insurer, create a reserve, trust, escrow, cash collateral or\nother fund or account, enter into indemnification agreements, pledge or grant\na security interest in any assets or properties of WMC, or use any other\nmechanism or arrangement whatsoever in such amounts, at such costs, and upon\nsuch other terms and conditions as WMC's Board of Directors shall deem\nappropriate.\n\n\n                                     -18-\n\n \n          (d)  Scope.  The rights granted by this Section 10.01 shall not be\ndeemed exclusive of any other rights to which those seeking indemnification,\ncontribution or advancement of expenses may be entitled under any statute,\nagreement, vote of shareholders or disinterested shareholders or otherwise,\nboth as to action in an indemnified capacity and as to action in any other\ncapacity.  The indemnification, contribution and advancement of expenses\nprovided by or granted pursuant to this Section 10.01 shall continue as to\nZakin after he has ceased to be a director, officer and employee of WMC in\nrespect of matters arising prior to such time, and shall inure to the benefit\nof the successors, heirs, executors, administrators and personal\nrepresentatives of Zakin.\n\n          (e)  D&amp;O Insurance.  WMC and Western Multiplex shall provide\ndirectors' and officers' liability insurance to Zakin in his capacity as a\ndirector and officer of WMC and Western Multiplex under the same insurance\npolicy covering Ripplewood designees to the Board of Directors of WMC and\nWestern Multiplex, or under a different policy providing the same level of\ncoverage as such policy.\n\n          SECTION 11.01.  Termination of Zakin's Employment.  Zakin's\nemployment shall terminate:\n\n          (a)  upon written notice by WMC or Western Multiplex to Zakin of\n     WMC's termination of Zakin's employment hereunder for 'cause', which\n     shall exist upon the occurrence of any of the following:  (i) Zakin is\n     convicted of, pleads guilty to, confesses to, or enters a plea of nolo\n     contendere to,  any felony or any crime that involves moral turpitude or\n     any act of fraud, misappropriation or embezzlement; (ii) Zakin has\n     engaged in a fraudulent act to the damage or prejudice of Ripplewood,\n     WMC, Western Multiplex or any of their respective Affiliates; (iii) any\n     act or omission by Zakin involving malfeasance or gross negligence in\n     the performance of Zakin's duties hereunder and, within 30 days after\n     written notice from WMC of any such act or omission, Zakin has not\n     corrected such act or omission; (iv) Zakin otherwise fails to comply\n     with the terms of this Agreement or deviates from any written policies\n     or directives of the WMC Board of Directors and, within 30 days after\n     written notice from WMC of such failure or deviation, Zakin has not\n     corrected such failure or deviation; (v) the death of Zakin; (vi) Zakin\n     becomes mentally or physically disabled (as reasonably determined by an\n     independent physician selected by WMC); or (vii) as provided in Section\n     1.01(c) of this Agreement;\n\n          (b)  upon 60 days prior written notice by WMC or Western Multiplex\n     to Zakin of WMC's termination of Zakin's employment hereunder (other\n     than for cause pursuant to Section 11.01(a)); or\n\n\n\n                                     -19-\n\n \n          (c)  upon 60 days prior written notice by Zakin to WMC or Western\n     Multiplex of Zakin's termination of his employment hereunder.\n\n          (d)  upon termination of Zakin's employment with WMC or Western\nMultiplex pursuant to Section 11.01(a), (b) or (c), Zakin's employment with\nthe other company (i.e. Western Multiplex or WMC) shall automatically\nterminate and be deemed terminated pursuant to such same Section.\n\n          SECTION 12.01.  Termination.  This Agreement (other than Sections\n3.01, 4.01 and 10.01) shall terminate when Seaview no longer owns any shares\nof Common Stock or any Warrants; provided that Seaview disposes of all of its\nshares of Common Stock in accordance with the terms of this Agreement.\nNotwithstanding the foregoing, Sections 5.01(a), 6.01 (other than Sections\n6.01(b)(D), 6.01(d)(iii) and 6.01(h)) and 9.01 of this Agreement shall\nterminate upon an initial public offering of the Common Stock.\n\n          SECTION 13.01.  Representation and Warranties.\n\n          (a)   Seaview Representations and Warranties.  Seaview represents\n     and warrants to Ripplewood and WMC:\n\n          (i)  Seaview acknowledged that the Common Stock and the Warrants\nare subject to the restrictions on transferability contained in this\nAgreement, and the Common Stock and Warrants cannot be transferred, sold or\notherwise disposed of, except in accordance with such restrictions and that\nany transfer that does not comply with such restrictions shall be void and\nshall not bind WMC.\n\n          (ii)  Seaview acknowledges that he has been advised that (i) a\nrestrictive legend in the form heretofore set forth shall be placed on the\ncertificates representing the Common Stock and that a restrictive legend in\nthe form set forth in the Warrants is contained therein and (ii) a notation\nshall be made in the appropriate records of WMC indicating that the Common\nStock and Warrants are subject to restrictions on transfer and appropriate\nstop transfer restrictions will be issued to WMC's transfer agent with\nrespect to the Common Stock.  Seaview also acknowledges that (1) the Common\nStock and the Warrants must be held indefinitely and Seaview must continue to\nbear the economic risk of the investment in the Common Stock and the Warrants\nunless a transfer or exercise, as the case may be, is permitted under the\nterms of this Agreement, (2) when and if shares of the Common Stock may be\ndisposed of pursuant to the terms hereof without registration in reliance on\nRule 144 of the rules and regulations promulgated under the Securities Act,\nsuch disposition can be made only in limited amounts in accordance with the\nterms and conditions of such Rule and (3) if the Rule 144 exemption is not\navailable, sale without registration will require compliance with some other\nexemption under the Act.\n\n\n                                     -20-\n\n \n          (iii)  Seaview further represents and warrants that with respect to\nthe Common Stock and Warrants to be purchased hereunder (i) Seaview is an\n'Accredited Investor' (as such term is defined in Rule 501(a) promulgated\nunder the Securities Act), (ii) Seaview has been given the opportunity to\nobtain any additional information or documents and to ask questions and\nreceive answers about such documents, WMC and the business and prospects of\nthe WMC as Seaview deems necessary to evaluate the merits and risks related\nto an investment in the Common Stock and Warrants, and no representations\nconcerning such matters or any other matters have been made to Seaview except\nas set forth in this Agreement, (iii) Seaview's net worth and financial\ncondition is such that Seaview can afford to bear the economic risk of\nholding the unregistered Common Stock and Warrants for an indefinite period\nof time and has adequate means for providing for Seaview's current needs and\ncontingencies, (iv) Seaview can afford to suffer a complete loss of Seaview's\ninvestment in the Common Stock and Warrants, (v) all information which\nSeaview has provided to WMC concerning Seaview and Seaview's financial\nposition is correct and complete in all material respects as of the date of\nthis Agreement, (vi) Seaview understands and has taken cognizance of all risk\nfactors related to the purchase of the Common Stock and Warrants, (vii)\nSeaview's knowledge and experience in financial and business matters are such\nthat Seaview is capable of evaluating the merits and risks of the purchase of\nthe Common Stock and Warrants as contemplated by this Agreement and (viii)\nSeaview is acquiring the Common Stock and Warrants for Seaview's own account.\n\n          (iv)  Seaview has all requisite legal capacity to acquire and hold\nthe Common Stock and Warrants and to execute, deliver and comply with the\nterms of each of the documents required to be executed and delivered by\nSeaview in connection with the purchase of Common Stock and Warrants.  The\nexecution and delivery by Seaview, and compliance by Seaview with, this\nAgreement, and each other document required to be executed and delivered by\nSeaview in connection with the purchase of Common Stock and Warrants does not\nconflict with, or constitute a default under, any instruments governing\nSeaview, any law, regulation or order, or any agreement to which Seaview is a\nparty or by which Seaview is bound.  This Employment and Co-Investment\nAgreement has been duly executed by Seaview and constitutes a valid and\nlegally binding agreement of Seaview.\n\n          (b)   WMC Representations and Warranties.  WMC represents and\n     warrants to Seaview:\n\n          (i)  This Agreement has been duly authorized, executed and\ndelivered by Ripplewood and WMC.  The execution and delivery by Ripplewood\nand WMC, and compliance by Ripplewood and WMC with, this Agreement, and each\nother document required to be executed and delivered by Ripplewood and WMC in\nconnection with the purchase of Common Stock and Warrants does not conflict\nwith, or constitute a default under, any instruments governing Ripplewood or\nWMC, as the case may be, any law, regulation or order, or any agreement to\n\n                                     -21-\n\n \nwhich Ripplewood or WMC, as the case may be, is a party or by which\nRipplewood or WMC, as the case may be, is bound. This Employment and Co-\nInvestment Agreement has been duly executed by Ripplewood and WMC and\nconstitutes a valid and legally binding agreement of Ripplewood and WMC.\n\n          (ii)  The Common Stock to be issued pursuant to Section 2.01, the\nWarrants and any shares of Common Stock issued upon exercise of the Warrants,\nwhen issued and delivered in accordance with the terms hereof, will be duly\nauthorized and validly issued, fully paid and nonassessable.  Upon transfer\nof the purchase price by Seaview to WMC, good and valid title to the Common\nStock and the Warrants will pass to Seaview, free and clear of any liens\nother than the restrictions on transferability described in this Agreement\nand by federal and state securities laws.\n\n          (iii)  As of the Closing Date, the authorized capital stock of WMC\nwill consist of 100,000,000 shares of Class A Common Stock and 100,000,000\nshares of Class B Common Stock.  As of the Closing Date, the issued and\noutstanding capital stock of WMC is expected to be as set forth on Annex I\nhereto, subject to change due to the adjustment mechanisms in the Redemption\nand Purchase Agreement or there being additional cash available (thereby\nreducing the amount of capital to be contributed by Ripplewood).  All shares\nof Common Stock to be purchased by Ripplewood on the Closing Date will be\npurchased for a cash purchase price of $.50 per share.  Except for the Co-\nInvestment Agreement among WMC, Ripplewood, Western Multiplex Corporation,\nThe Michael and Roberta Seedman Family Trust and Michael Seedman of even date\nherewith, the Warrants and options or warrants issued to management of\nWestern Multiplex in connection with the acquisition of Western Multiplex as\nunanimously approved by WMC's Board of Directors, there are no options,\nwarrants, rights, convertible or exchangeable securities, 'phantom' stock\nrights, stock appreciation rights, stock-based performance rights or contract\nof any kind to which WMC or Ripplewood is a party or by which either of them\nis bound (i) obligating WMC to issue, deliver or sell, or cause to be issued,\ndelivered or sold, additional shares of capital stock or other equity\ninterests in, or any security convertible or exchangeable into any capital\nstock or other interest in WMC, (ii) obligating WMC to issue, grant, extend\nor enter into such option, warrant, call, right, security or contract, or\n(iii) that give any person the right to receive any economic benefit or right\nsimilar to or derived from the economic benefits and rights accruing to\nholders of Common Stock.\n\n          SECTION 14.01.  General Provisions.  (a)  Amendments.  This\nAgreement may not be amended except by an instrument in writing signed by the\nparties hereto.\n\n          (b)  Entire Agreement; No Third-Party Beneficiaries; Assignment.\nThis Agreement constitutes the entire agreement and supersedes all prior\nagreements and understandings, both written and oral, among the parties with\n\n                                     -22-\n\n \nrespect to the subject matter hereof, and is not intended to confer upon any\nperson other than the parties hereto any rights or remedies hereunder.\nWithout limiting the foregoing, to the extent any of the provisions of this\nAgreement are inconsistent with the terms of the Prior Agreement, the terms\nof this Agreement shall control and the terms of the Prior Agreement will not\nhave any force or effect.  Neither this Agreement, nor any of the rights,\ninterests or obligations hereunder shall be assigned or transferred by any\nparty without the prior written consent of the other parties hereto, except\nas provided in Section 14.01(h) and except that Ripplewood may assign, in its\nsole discretion, any or all of its rights and obligations to any direct or\nindirect Affiliate of Ripplewood Holdings; provided that no assignment by\nRipplewood shall limit or affect the assignor's obligations hereunder.\nSubject to the preceding sentence, this Agreement will be binding upon, inure\nto the benefit of and be enforceable by the parties and their respective\nsuccessors and assigns.  Any attempted assignment in violation of this\nAgreement shall be void and of no force and effect.\n\n          (c)  Notices.  All notices or other communications required or\npermitted by this Agreement shall be made in writing and any such notice or\ncommunication shall be deemed delivered when delivered in person, transmitted\nby telecopier, or one business day after it has been sent by a nationally\nrecognized overnight courier, at the address for notices as follows:\n\n            (i)     if to Ripplewood,\n\n                    Ripplewood Holdings L.L.C.\n                    One Rockefeller Plaza\n                    32nd Floor\n                    New York, New York 10020\n                    Attention:  Mr. Timothy C. Collins\n                                Mr. Jeffrey Hendren\n                    Facsimile: (212) 582-4110\n\n                    with a copy to\n\n                    Simpson Thacher &amp; Bartlett\n                    3373 Hillview Avenue\n                    Suite 250\n                    Palo Alto, California 94304\n                    Attention:  Mr. Daniel Clivner, Esq.\n\n           (ii)     if to WMC or Western Multiplex,\n\n                    WMC Holding Corp.\n                    One Rockefeller Plaza\n                    32nd Floor\n                    New York, New York 10020\n\n                                     -23-\n\n \n                    Attention:  Mr. Timothy C. Collins\n                                Mr. Jeffrey Hendren\n                    Facsimile: (212) 582-4110\n\n                    with a copy to Ripplewood at its address set forth above\n                    and a copy to Simpson Thacher &amp; Bartlett at its address\n                    set forth above.\n\n          (iii)     if to Seaview or Zakin,\n\n                    101 California Street\n                    Suite 2825\n                    San Francisco, California 94111\n                    Attention:  Mr. Jonathan N. Zakin\n                    Facsimile:  (415) 772-9289\n\n                    with a copy to\n\n                    Weil Gotshal &amp; Manges\n                    2882 Sand Hill Road\n                    Suite 280\n                    Menlo Park, CA  94025\n                    Attention:  Mr. Richard Millard, Esq.\n                    Facsimile: (650) 854-3713\n\n          Communications by telecopier also shall be sent concurrently by\nfirst class mail or overnight courier, but shall in any event be effective as\nstated above.  Each party may from time to time change its address for\nnotices under this Section 14.01(c) by giving at least five days' notice of\nsuch changed address to the other parties hereto.\n\n          (d)  Counterparts.  This Agreement may be executed in one or more\ncounterparts, all of which shall be considered one and the same agreement,\nand shall become effective when one or more of the counterparts have been\nsigned by each of  the parties and delivered to the other parties, it being\nunderstood that all parties need not sign the same counterpart.\n\n          (e)  Headings.  The headings contained in this Agreement are for\nreference purposes only and shall not affect in any way the meaning or\ninterpretation of this Agreement.\n\n          (f)  Governing Law.  This letter shall be governed by, and\nconstrued in accordance with, the laws of the State of New York applicable to\ncontracts executed and to be performed entirely within such states.\n\n\n\n\n                                     -24-\n\n \n          (g)  Obligations of WMC.  Neither Seaview, Zakin or Ripplewood will\nhave any liability or obligation to any other party for the failure of WMC to\nperform any of its obligations hereunder.\n\n          (h)  Conversion to LLC.  Each of Zakin and Seaview acknowledges and\nagrees that WMC shall have the right to convert to a limited liability\ncompany and\/or distribute to the shareholders of WMC all of the capital stock\nof Western Multiplex held by WMC.  In the event of any distribution of the\ncapital stock of Western Multiplex held by WMC, (x) the holders of WMC Class\nA Common Stock may receive shares of MUX Class A Common Stock having the same\nrelative rights as the WMC Class A Common Stock and the holders of WMC Class\nB Common Stock may receive shares of MUX Class B Common Stock having the same\nrights as the WMC Class B Common Stock, provided that the MUX Class B Common\nStock may also be held by the current stockholders of Western Multiplex and\ntheir transferees, (y) Western Multiplex shall assume all rights and\nobligations of WMC hereunder and be deemed to be 'WMC' hereunder and all\nreferences to 'WMC Common Stock' shall be deemed references to 'MUX Common\nStock' and (2) to the extent WMC is dissolved and Zakin's employment with WMC\nis thereby terminated, Zakin's employment with WMC shall not be deemed to\nhave terminated for purposes of this Agreement.\n\n          (i)  Capitalization.  Whenever WMC issues shares of WMC Class A\nCommon Stock or WMC Class B Common Stock, WMC shall use the proceeds to\npurchase the same number of shares of the equivalent class of MUX Common\nStock.  In the event either of WMC or Western Multiplex effects a stock\nsplit, reclassification, recapitalization or any other subdivision,\ncombination or consolidation of its outstanding shares of WMC Common Stock or\nMUX Common Stock, as the case may be, the other company shall effect an\nequivalent stock split, reclassification, recapitalization, subdivision,\ncombination or consolidation such that a share of WMC Common Stock is\neconomically comparable to a share of MUX Common Stock.\n\n          (j)  Treatment as Single Entity.  Except as expressly provided in\nthis Agreement, where this Agreement makes reference to treating Western\nMultiplex and WMC as a single entity, they will be treated as a single entity\nso that the percentage owned by a person will be the percentage equivalent of\na fraction, the numerator of which is the number of outstanding shares of\nCommon Stock owned by such person and the denominator of which is the\naggregate number of outstanding shares of Common Stock minus the number of\noutstanding shares of MUX Common Stock that are owned by WMC; for these\npurposes, all shares issuable upon exercise of options, warrants or other\nrights to acquire Common Stock that are then exercisable shall be deemed\noutstanding.\n\n          (k)  Business.  WMC will not hold any assets or conduct any\nbusiness other than its ownership of capital stock of Western Multiplex and\nreceipt of any cash dividends or distributions in respect thereof.\n\n                                     -25-\n\n \n          (l)  Legal Expenses.  WMC shall pay the reasonable legal fees and\nexpenses payable to Weil Gotshal &amp; Manges by Zakin and Seaview incurred as a\nresult the negotiation and execution of this Agreement.\n\n          (m)  Effectiveness.  This Agreement shall be effective as of the\ndate set forth above without the signature of Western Multiplex Corporation.\nAt the Common Stock Closing, WMC shall cause Western Multiplex to execute and\ndeliver this Agreement.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                     -26-\n\n \n          IN WITNESS WHEREOF, Ripplewood, WMC, Seaview and Zakin have duly\nexecuted this Agreement as of the date first written above.\n\n\n\n                               RIPPLEWOOD PARTNERS L.P.\n\n                               by\n\n\n                               \/s\/  Jeffrey M. Hendren\n                               -----------------------\n                               Name:  Jeffrey M. Hendren\n                               Title:  Principal\n\n\n                               WMC HOLDING CORP.,\n\n                               by\n\n\n                               \/s\/  Jeffrey M. Hendren\n                               ------------------------\n                               Name: Jeffrey M. Hendren\n                               Title:  Vice President\n\n\n                               SEAVIEW HOLDINGS, L.L.C.,\n\n                               by\n\n\n                                \/s\/  Jonathan N. Zakin\n                               -------------------------\n                               Name: Jonathan N. Zakin\n                               Title:  Manager\n\n\n\n                                 \/s\/  Jonathan N. Zakin\n                                -------------------------\n                                JONATHAN N. ZAKIN\n\n\n\n\n\n\n                                     -27-\n\n \n          IN WITNESS WHEREOF, Western Multiplex has duly executed this\nAgreement as of November 1, 1999.\n\n\n                               WESTERN MULTIPLEX CORPORATION,\n\n                               by\n\n\n                               \/s\/  Jeffrey M. Hendren\n                               -------------------------\n                               Name:  Jeffrey M. Hendren\n                               Title:  Secretary\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                     -28-\n\n \n                                                                       Annex I\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                     -29-\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9318],"corporate_contracts_industries":[9516],"corporate_contracts_types":[9539,9544],"class_list":["post-39739","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-western-multiplex-corp","corporate_contracts_industries-telecommunications__equipment","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39739","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39739"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39739"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39739"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39739"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}