{"id":42977,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/acquisition-agreement-gti-acquisitions-corp-glenayre.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"acquisition-agreement-gti-acquisitions-corp-glenayre","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/acquisition-agreement-gti-acquisitions-corp-glenayre.html","title":{"rendered":"Acquisition Agreement &#8211; GTI Acquisitions Corp., Glenayre Technologies Inc., Western Multiplex Corp. and WMC Holding Corp."},"content":{"rendered":"<pre>\n                  AMENDED AND RESTATED ACQUISITION AGREEMENT\n\n                                 BY AND AMONG\n\n                            GTI ACQUISITION CORP.,\n\n                         GLENAYRE TECHNOLOGIES, INC.,\n\n           WESTERN MULTIPLEX CORPORATION, a California corporation,\n\n            WESTERN MULTIPLEX CORPORATION, a Delaware corporation,\n\n                                      AND\n\n                               WMC HOLDING CORP.\n\n                           As of September 30, 1999\n\n\n \n\n \n                               TABLE OF CONTENTS\n\n                                                                          Page\n\n\n                                     ARTICLE 1\n                DEFINITIONS AND CERTAIN RULES OF CONSTRUCTION . . . . . . .  2\n     1.1  Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . .  2\n     1.2  Certain Rules of Construction . . . . . . . . . . . . . . . . . .  8\n\n                                     ARTICLE 2\n              RECAPITALIZATION; PURCHASE AND SALE OF THE SHARES . . . . . .  8\n     2.1  Recapitalization; Purchase and Sale of Shares . . . . . . . . . .  8\n     2.2  The Closing . . . . . . . . . . . . . . . . . . . . . . . . . . .  9\n     2.3  Post-Closing Purchase Price Adjustment. . . . . . . . . . . . . . 10\n\n                                     ARTICLE 3\n              REPRESENTATIONS AND WARRANTIES OF GTI AND GLENAYRE. . . . . . 11\n     3.1  Organization and Qualification. . . . . . . . . . . . . . . . . . 11\n     3.2  Capitalization. . . . . . . . . . . . . . . . . . . . . . . . . . 11\n     3.3  Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . 13\n     3.4  No Conflict; Required Filings and Consents. . . . . . . . . . . . 15\n     3.5  Financial Statements. . . . . . . . . . . . . . . . . . . . . . . 16\n     3.6  Subsequent Events . . . . . . . . . . . . . . . . . . . . . . . . 16\n     3.7  Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 17\n     3.8  Employees and Fringe Benefit Plans. . . . . . . . . . . . . . . . 19\n     3.9  Title to Assets . . . . . . . . . . . . . . . . . . . . . . . . . 19\n     3.10 Personal Property Leases. . . . . . . . . . . . . . . . . . . . . 24\n     3.11 Lawfully Operating. . . . . . . . . . . . . . . . . . . . . . . . 24\n     3.12 Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . 25\n     3.13 Labor Matters . . . . . . . . . . . . . . . . . . . . . . . . . . 25\n     3.14 Bank Accounts and Depositories. . . . . . . . . . . . . . . . . . 26\n     3.15 Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26\n     3.16 Environmental Laws. . . . . . . . . . . . . . . . . . . . . . . . 26\n     3.17 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26\n     3.18 Affiliations. . . . . . . . . . . . . . . . . . . . . . . . . . . 27\n     3.19 Corporate Name. . . . . . . . . . . . . . . . . . . . . . . . . . 27\n     3.20 Effect of Transaction . . . . . . . . . . . . . . . . . . . . . . 27\n     3.21 Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . . 27\n     3.22 Suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27\n     3.23 Customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28\n     3.24 Private Offering. . . . . . . . . . . . . . . . . . . . . . . . . 28\n     3.25 Year 2000 Compliance. . . . . . . . . . . . . . . . . . . . . . . 28\n\n                                     ARTICLE 4\n                 REPRESENTATIONS AND WARRANTIES OF PURCHASER. . . . . . . . 29\n     4.1  Organization and Qualification  . . . . . . . . . . . . . . . . . 29\n     4.2  Authorization   . . . . . . . . . . . . . . . . . . . . . . . . . 29\n     4.3  No Conflict; Required Filings and Consents. . . . . . . . . . . . 29\n     4.4  No Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . 30\n     4.5  Investment Representations. . . . . . . . . . . . . . . . . . . . 30\n     4.6  Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30\n\n\n \n\n \n                                     ARTICLE 5\n                                     COVENANTS. . . . . . . . . . . . . . . 31\n     5.1  Covenants of Purchaser, GTI and Glenayre  . . . . . . . . . . . . 31\n     5.2  Covenants of GTI and Glenayre . . . . . . . . . . . . . . . . . . 33\n     5.3  Covenants of Purchaser. . . . . . . . . . . . . . . . . . . . . . 36\n     5.4  Certain Benefit Plans . . . . . . . . . . . . . . . . . . . . . . 36\n     5.5  Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 37\n     5.6  Maintenance of Records. . . . . . . . . . . . . . . . . . . . . . 42\n     5.7  Further Assurances. . . . . . . . . . . . . . . . . . . . . . . . 42\n     5.8  Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . 42\n     5.9  Non-Compete; Non-Solicitation   . . . . . . . . . . . . . . . . . 42\n\n                                     ARTICLE 6\n                                    CONDITIONS. . . . . . . . . . . . . . . 44\n     6.1  Conditions to Each Party's Obligation to Close the Transactions   44\n     6.2  Conditions to Obligations of GTI and Glenayre to Close the\n          Transactions  . . . . . . . . . . . . . . . . . . . . . . . . . . 44\n     6.3  Conditions to Obligation of Purchaser to Close the Transactions   45\n\n                                     ARTICLE 7\n                                  INDEMNIFICATION . . . . . . . . . . . . . 47\n     7.1  Indemnification by GTI and Glenayre . . . . . . . . . . . . . . . 47\n     7.2  Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47\n     7.3  Definition of Loss or Losses. . . . . . . . . . . . . . . . . . . 48\n     7.4  Limitation of GTI's and Glenayre's Liability  . . . . . . . . . . 49\n     7.5  Indemnification by Purchaser. . . . . . . . . . . . . . . . . . . 50\n\n                                     ARTICLE 8\n                                    TERMINATION . . . . . . . . . . . . . . 50\n     8.1  Termination by Mutual Consent . . . . . . . . . . . . . . . . . . 50\n     8.2  Termination by GTI, Glenayre or Purchaser . . . . . . . . . . . . 50\n     8.3  Termination by GTI and Glenayre . . . . . . . . . . . . . . . . . 51\n     8.4  Termination by Purchaser. . . . . . . . . . . . . . . . . . . . . 51\n     8.5  Effect of Termination and Abandonment . . . . . . . . . . . . . . 51\n     8.6  Extension; Waiver . . . . . . . . . . . . . . . . . . . . . . . . 51\n\n                                     ARTICLE 9\n                                GENERAL PROVISIONS. . . . . . . . . . . . . 52\n     9.1  Effectiveness of Representations, Warranties and Covenants. . . . 52\n     9.2  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52\n     9.3  Assignment; Binding Effect; Benefit . . . . . . . . . . . . . . . 54\n     9.4  Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . . . 55\n     9.5  Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55\n     9.6  Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . 55\n     9.7  Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . 55\n     9.8  Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . 55\n\n\n\n \n\n \n                                                                   EXHIBIT 2.1\n\n\n                  AMENDED AND RESTATED ACQUISITION AGREEMENT\n\n          THIS ACQUISITION AGREEMENT (this \"Agreement\") is executed as of\nSeptember 30, 1999 by and among GTI ACQUISITION CORP., a Delaware corporation\n(\"Glenayre\"); GLENAYRE TECHNOLOGIES, INC., a Delaware corporation (\"GTI\");\nWESTERN MULTIPLEX CORPORATION,  a California corporation (\"WMC\" or \"WMC\nCalifornia\"); WESTERN MULTIPLEX CORPORATION, a Delaware corporation (\"WMC\nDelaware\"); and WMC HOLDING CORP., a Delaware corporation (\"Purchaser\").\n\n                             STATEMENT OF PURPOSE\n\n          Glenayre, a wholly-owned subsidiary of GTI, owns all of the issued\nand outstanding capital stock of WMC Delaware, which consists of 80,000,000\nshares of Class B Common Stock, par value $.01 per share (the \"WMC Delaware\nClass B Common Stock\").\n\n          The parties desire that WMC enter into (i) two term loan facilities\n(collectively, the \"Term Facilities\") under which WMC will borrow the\naggregate principal amount of $22,000,000 (the \"Term Borrowing\") and (ii) a\n$10 million revolving credit facility (the \"Revolving Facility\") under which\nWMC will draw down $2 million at the Closing (the \"Drawdown\"), in each case\nwith certain providers of financing arranged by Purchaser and on\nsubstantially the terms set forth in the commitment letter attached as\nExhibit 1 to this Agreement (the \"Commitment Letter\").\n\n          The proceeds from the Term Borrowing shall be used by WMC to redeem\nfrom Glenayre 42,000,000 shares of WMC Delaware Class B Common Stock (the\n\"Redeemed Shares\") for $21,000,000, as a result of which Glenayre shall\ncontinue to hold 38,000,000 shares of WMC Delaware Class B Common Stock\nimmediately after such redemption (the \"Redemption\").\n\n          Immediately after the Redemption, Glenayre desires to sell to\nPurchaser, and Purchaser desires to purchase from Glenayre, 35,955,000 shares\nof WMC Delaware Class B Common Stock (the \"Purchased Common Shares\") on the\nterms and subject to the conditions set forth herein, as a result of which\nGlenayre shall continue to hold 2,045,000 shares of WMC Delaware Class B\nCommon Stock (the \"Retained Shares\").\n\n          NOW, THEREFORE, in consideration of the Statement of Purpose and of\nthe mutual agreements contained herein, the parties hereto do hereby agree as\nfollows:\n\n\n \n\n \n                                   ARTICLE 1\n\n                 DEFINITIONS AND CERTAIN RULES OF CONSTRUCTION\n\n          1.1  Definitions.  In addition to any other terms defined elsewhere\nin this Agreement, including any Schedule or Exhibit hereto (unless such\nSchedule or Exhibit provides for a different definition), as used herein, the\nfollowing terms shall have the following meanings:\n\n          \"Affiliate\" means, with respect to any Person, any other Person\nthat directly or indirectly, through one or more intermediaries, controls or\nis controlled by or under common control with, such first Person.\n\n          \"Assignment\" means the Intellectual Property Assignment in the form\nof Exhibit 2  to this Agreement.\n\n          \"Balance Sheet\" is defined in Section 3.9(b).\n\n          \"Blue Sky Laws\" means state securities Laws or \"blue sky\" Laws.\n\n          \"Business\" means all components of and activities related to the\nresearch and development, design, manufacture, marketing, distribution,\nservicing and sale of products and equipment, whether in existence or in\ndevelopment, relating to atmospheric optical (excluding any short-range\ncommunications to a mobile device -e.g., IRDA port communications), microwave\n(i.e., carrier frequencies between 1 GHZ and 30 GHZ) and millimeter wave\n(i.e., carrier frequencies between 30 GHZ and 300 GHZ) communications\n(including unlicensed spread spectrum radio; licensed microwave and\nmillimeter wave radio, as defined above; and  wireless ethernet bridges) and\nproviding only fixed point-to-point or fixed point to multipoint types of\nservices, specifically excluding all businesses and related products that are\ncapable of providing service as a mobile device or to a mobile device, as\ncarried on by WMC as of the Closing Date or, for purposes of Section 5.9,\nduring the term of Section 5.9, in all cities, counties, states and countries\nin which the business of WMC is now or then being conducted or its products\nare now or then being sold.\n\n          \"Business Day\" means any day other than a Saturday, Sunday or legal\nholiday in the State of North Carolina or the State of New York.\n\n          \"CERCLA\" means the Comprehensive Environmental Response,\nCompensation and Liability Act, as amended.\n\n          \"CGCL\" means the California General Corporation Law.\n\n          \"Change in Control,\" with respect to GTI, means any of the\nfollowing:\n\n                                       2\n\n\n \n\n \n          (1)  the acquisition, directly or indirectly after the Closing\n     Date, in one or a series of transactions, of 25% or more of GTI's common\n     stock by any \"person\" as that term is defined in Section 13(d)(3) of the\n     Exchange Act (other than an Affiliate of GTI), provided the Board of\n     Directors of GTI is not opposing such acquisition in a Schedule 14D-9 or\n     otherwise (for this purpose, if the Board of Directors of GTI initially\n     opposes such an acquisition but later withdraws its opposition to or\n     approves, in any manner whatsoever, such acquisition, then such\n     acquisition shall not be considered to be opposed by the Board of\n     Directors of GTI for purposes of this proviso);\n\n          (2)  the consummation of a merger, consolidation, share exchange or\n     similar transaction of GTI with any other Person, as a result of which\n     the holders of the voting capital stock of GTI as a group would receive\n     less than 50% of the voting capital stock of the surviving or resulting\n     corporation; or\n\n          (3)   the consummation of an agreement providing for the sale or\n     transfer (other than as security for obligations of GTI) of\n     substantially all the assets of GTI to a Person who is not an Affiliate\n     of GTI.\n\n          \"Closing\" means the consummation of the Transactions.\n\n          \"Closing Balance Sheet\" is defined in Section 2.3(a).\n\n          \"Closing Date\" means the date on which the Closing occurs, which\nshall be effective at the close of business on such date.\n\n          \"Closing Net Worth\" means, as of the Closing Date, the excess of\nthe assets of WMC over the liabilities of WMC determined in accordance with\nGAAP (except as otherwise specified in the following sentence), all as shown\non the Closing Balance Sheet (as prepared in accordance with the provisions\nof Section 2.3(a)).  In determining assets and liabilities hereunder, (i) all\naccounting entries shall be taken into account and all known errors and\nomissions shall be corrected, in each case to the extent required by GAAP,\n(ii) all adjustments (including adjustments for reserves) and\nreclassifications required by GAAP shall be made except that no purchase\naccounting adjustments arising out of the Transactions shall be made, (iii)\nall adjustments to tax assets or tax liabilities that arise due to the\nSection 338(h)(10) Election will be excluded, (iv) all tax liabilities for\nwhich GTI is responsible pursuant to Section 5.5 will be excluded, (v) all\nintercompany receivables and payables shall be eliminated pursuant to Section\n5.2(k), (vi) no effect shall be given to the Transactions or the Financing\nand (vii) goodwill shall be eliminated.\n\n          \"Code\" means the Internal Revenue Code of 1986, as amended.\n\n                                       3\n\n\n \n\n \n          \"Contract\" shall mean any contract, instrument, lease, license,\nindenture, agreement, option, commitment or other legally binding\narrangement.\n\n          \"Customer Liens\" means warehousemen's or other statutory liens of\nwhich neither of WMC, GTI or Glenayre has actual Knowledge and which have\narisen in the course of (i) WMC loaning inventory (A) to customers while that\ncustomer's equipment is being repaired, (B) to customers or potential\ncustomers as demonstration units, and (C) to WMC's sales representatives as\nconsignment inventory ((A), (B), (C), collectively, the \"Loaned Inventory\"),\nand (ii) WMC renting Inventory on a temporary basis (the \"Rented Inventory\").\n\n          \"Deficiency\" shall mean the amount, if any, by which the Closing\nNet Worth is less than $12,505,000 as set forth on the Closing Balance Sheet.\n\n          \"Disclosure Schedules\" means the Disclosure Schedules dated the\ndate of this Agreement and delivered contemporaneously herewith.\n\n          \"Environmental Laws\" means all federal, state, local and foreign\nlaws, statutes, regulations, ordinances, decrees, judgments or orders and all\ncommon law concerning public health or safety, worker health or safety, or\npollution or protection of the environment, as the foregoing are enacted or\nin effect prior to the Closing Date.\n\n          \"ERISA\" means the Employee Retirement Income Security Act of 1974,\nas amended.\n\n          \"Estimated Closing Net Worth\" shall mean the Closing Net Worth as\nestimated by GTI in good faith and notified by GTI to Purchaser three\nBusiness Days before the Closing.  The Estimated Closing Net Worth can be\nrepresented by a positive or negative number.\n\n          \"Estimated Deficiency\" shall mean the amount, if any, by which the\nEstimated Closing Net Worth is less than $12,505,000.\n\n          \"Estimated Excess\" shall mean the amount, if any, by which the\nEstimated Closing Net Worth is more than $12,505,000.\n\n          \"Estimated Purchase Price\" is defined in Section 2.1(d).\n\n          \"Excess\" shall mean the amount, if any, by which the Closing Net\nWorth is more than $12,505,000 as set forth on the Closing Balance Sheet.\n\n          \"Exchange Act\" means the Securities Exchange Act of 1934, as\namended.\n\n          \"Financial Statements\" is defined in Section 3.5.\n\n                                       4\n\n\n \n\n \n          \"Financing\" means the financing required to consummate the\nTransactions.\n\n          \"GAAP\" means generally accepted accounting principles set forth in\nthe opinions and pronouncements of the Accounting Principles Board of the\nAmerican Institute of Certified Public Accountants and statements and\npronouncements of the Financial Accounting Standards Board.\n\n          \"Glenayre Additional Agreement\" is defined in Section 3.3(a).\n\n          \"Glenayre Electronics\" means Glenayre Electronics, Inc., a Colorado\ncorporation and a wholly-owned subsidiary of GTI.\n\n          \"Glenayre Electronics Agreements\"  is defined in Section 3.3(c).\n\n          \"Glenayre Indemnified Parties\" means GTI, Glenayre, Glenayre\nElectronics and their respective officers, directors, Affiliates, successors,\npermitted assigns and the officers, directors, partners and members of their\nrespective Affiliates.\n\n          \"Governmental Authority\" means any foreign, federal, state or local\ngovernment, political subdivision or governmental or regulatory authority,\nagency, board, bureau, commission, instrumentality or court or\nquasi-governmental authority.\n\n          \"GTI Additional Agreements\" is defined in Section 3.3(b).\n\n          \"HSR Act\" means the Hart-Scott-Rodino Antitrust Improvements Act of\n1976, as amended, and all the rules and regulations promulgated thereunder.\n\n          \"Hazardous Substance\" means any material, substance or waste as to\nwhich liability or standards of conduct may be imposed pursuant to\nEnvironmental Laws.\n\n          \"Indemnity Claim\" is defined in Section 7.2(a).\n\n          \"Knowledge,\" \"Know\" or \"Known\", with respect to matters covered by\na representation, warranty or covenant set forth in this Agreement, means the\ncurrent actual knowledge (after inquiry) of the individuals identified on\nSchedule 1.1(a) of the Disclosure Schedules as having such Knowledge.\n\n          \"Law\" or \"Laws\" means any and all statutes, laws, regulations,\nordinances, orders, judgments, decrees and rules of any Governmental\nAuthority, in each case as amended and in effect from time to time.\n\n          \"Leases\" is defined in Section 3.9(a).\n\n\n                                       5\n\n\n \n\n \n          \"License Agreement\" means the Intellectual Property License between\nGlenayre Electronics and WMC substantially in the form of Exhibit 3  to this\nAgreement.\n\n          \"Liens\" means all liens, claims, options, charges, restrictions,\nsecurity interests or encumbrances of any kind or defects in title of any\nnature whatsoever.\n\n          \"Loss\" or \"Losses\" is defined in Section 7.3.\n\n          \"NDA\" is defined in Section 9.4.\n\n          \"Notice of Claim\" is defined in Section 7.2(a).\n\n          \"Old WMC California Shares\" is defined in Section 3.2(b).\n\n          \"Outstanding Tax Claims\" means (i) the tax assessment by the State\nof Illinois for additional sales tax owed by WMC (which matter is currently\npending before the Illinois Department of Revenue Board of Appeals), (ii) the\nInternal Revenue Service demand for the late payment by WMC of employment\ntaxes due for March 31, 1998, and (iii) the Internal Revenue Service demand\nfor the late payment by WMC of employment taxes due for March 31, 1999.\n\n          \"Permitted Liens\" means the following:\n\n          (1)  Liens for ad valorem Taxes not yet due and payable;\n\n          (2)  mechanics', materialmen's, warehousemen's, carriers' and other\nsimilar Liens which are incurred in the ordinary course of the Business for\namounts which are not delinquent and which are not, individually or in the\naggregate, material to the operation of the Business;\n\n          (3)  any Liens set forth on Schedule 1.1(b) of the Disclosure\nSchedules; and\n\n          (4)  all minor irregularities, encumbrances, rights-of-way and\nother defects of title which do not materially interfere with the present use\nof WMC's assets or the Business.\n\n          \"Person\" means an individual, corporation, partnership, limited\nliability company, trust, association or other entity, including any\nGovernmental Authority.\n\n          \"Purchased Common Shares\" is defined in the Statement of Purpose of\nthis Agreement.\n\n          \"Purchaser Additional Agreements\" is defined in Section 4.2.\n\n                                       6\n\n\n \n\n \n          \"Purchaser Indemnified Parties\" means Purchaser, WMC and their\nrespective officers, directors, Affiliates, successors and permitted assigns\nand the officers, directors, partners and members of their respective\nAffiliates.\n\n          \"Purchase Price\" is defined in Section 2.1(d).\n\n          \"Redeemed Shares\" is defined in the Statement of Purpose of this\nAgreement.\n\n          \"Redemption\" is defined in the Statement of Purpose of this\nAgreement.\n\n          \"Redemption Price\" is defined in Section 2.1(b).\n\n          \"Retained Shares\" is defined in the Statement of Purpose of this\nAgreement.\n\n          \"Section 338(h)(10) Election\" is defined in Section 5.5(i).\n\n          \"Securities Act\" means the Securities Act of 1933, as amended.\n\n          \"Stockholders' Agreement\" means the Stockholders' Agreement among\nGlenayre, GTI,  WMC Delaware and Purchaser substantially in the form of\nExhibit 4 to this Agreement.\n\n          \"Sunnyvale Lease\" means the lease for the Sunnyvale, California\nfacility operated by WMC.\n\n          \"Tax\" or \"Taxes\" means any foreign, federal, state or local income,\ngross receipts, license, payroll, employment, excise, severance, stamp,\noccupation, premium, windfall profits, environmental, customs duties, capital\nstock, franchise, profits, withholding, social security (or similar),\nunemployment, disability, real property, personal property, sales, use,\ntransfer, registration, value added, alternative or add-on minimum, estimated\nor other tax, including any interest, penalty or addition thereto, and any\nliability for payment of any of the foregoing as a result of any obligation\nto indemnify or otherwise assume or succeed to the liability of another\nPerson.\n\n          \"Tax Period\" or \"Taxable Period\" means any period prescribed by any\nGovernmental Authority, including the United States or any state, local or\nforeign government or subdivision thereof, for which a Tax Return is required\nto be filed or Tax is required to be paid.\n\n\n\n\n                                       7\n\n\n \n\n \n          \"Tax Return\" means any return, report or information return\nrequired to be filed with any taxing authority with respect to Taxes,\nincluding any amendment thereof.\n\n          \"Transactions\" means the Redemption and the purchase of the\nPurchased Common Shares by Purchaser from Glenayre pursuant to the terms of\nthis Agreement.\n\n          \"Transition Services Agreement\" means the Transition Services\nAgreement between GTI and Purchaser in the form of Exhibit 5 hereto.\n\n          \"Treasury Regulation\" means United States Treasury Regulations\npromulgated under the Code.\n\n          \"WMC\" or \"WMC California\" shall mean Western Multiplex Corporation,\na California corporation, and its successors.\n\n          \"WMC Additional Agreements\" is defined in Section 3.3(d).\n\n          \"WMC Class B Common Stock\" means the Class B Common Stock of WMC\nDelaware, par value $.01 per share.\n\n          \"WMC Delaware' shall mean Western Multiplex Corporation, a Delaware\ncorporation, and its successors.\n\n          \"WMC Material Adverse Effect\" means any change or effect that\n(individually or in the aggregate) is or would reasonably be expected to be\nmaterially adverse to the business, operations, results of operations or\ncondition (financial or otherwise) of WMC taken as a whole, excluding any\nchanges or effects (1) caused by changes in general economic conditions or\nchanges generally affecting WMC's industry and not only WMC, (2) reserved for\non the Balance Sheet or, for purposes of Article 7, to be reserved for on\nthe Closing Balance Sheet, or (3) caused by the Financing.\n\n          \"WMC Sub\" means Western Multiplex International Sales Corporation,\na former interest-charge domestic international sales corporation\nincorporated under the Laws of California and a wholly-owned subsidiary of\nWMC.\n\n          1.2  Certain Rules of Construction.  The captions in this Agreement\nare for convenience of reference only and in no way define, limit or describe\nthe scope or intent of any provisions or sections of this Agreement.  All\nreferences in this Agreement to Articles or Sections are references to the\nArticles or Sections in this Agreement, unless some other reference is clearly\nindicated.  All accounting terms not specifically defined in this Agreement\n\n                                       8\n\n\n \n\n \nshall be construed in accordance with GAAP.  In this Agreement, unless the\ncontext otherwise requires, (1) words describing the singular number shall\ninclude the plural and vice versa, (2) words denoting any gender shall include\nall genders and (3) references to \"includes\" or \"including\" shall mean\n\"includes without limitation\" or \"including without limitation,\" as applicable,\nand (4) \"or\" is not exclusive.\n\n\n                                   ARTICLE 2\n\n               RECAPITALIZATION; PURCHASE AND SALE OF THE SHARES\n\n          2.1  Recapitalization; Purchase and Sale of Shares.  At the Closing\nand on the terms and subject to the conditions set forth herein, the\nfollowing transactions shall be effected:\n\n          (a)  WMC Delaware shall enter into the Term Facilities and the\nRevolving Facility and make the Term Borrowing and the Drawdown.\n\n          (b)  WMC Delaware shall effect the Redemption for $21,000,000 (the\n\"Redemption Price\"), payable by wire transfer of immediately available funds\nto an account designated by Glenayre (such designation to be not less than\ntwo Business Days before the Closing Date).  The Redeemed Shares shall be\nassigned, transferred and delivered by Glenayre to WMC Delaware upon\nredemption free and clear of all Liens.\n\n          (c)  Glenayre shall sell, transfer, convey and assign to Purchaser,\nfree and clear of all Liens (other than Liens imposed as a result of actions\nby Purchaser and restrictions on transferability imposed by federal and state\nsecurities Laws), and Purchaser shall purchase from Glenayre, all of the\nPurchased Common Shares.  Purchaser shall pay all transfer Taxes resulting\nfrom the transfer of the Purchased Common Shares to Purchaser.\n\n          (d)  In consideration for the Purchased Common Shares, and as\npayment of the purchase price therefor, Purchaser shall pay to Glenayre, by\nwire transfer in immediately available funds to an account designated by\nGlenayre (such designation to be not less than two Business Days before the\nClosing Date), the sum of $17,977,500, plus the Estimated Excess or minus the\nEstimated Deficiency, as the case may be (the \"Estimated Purchase Price\"),\nsubject to further adjustment in accordance with Section 2.3 (as so adjusted,\nthe \"Purchase Price\").\n\n          2.2  The Closing.\n\n          (a)  The Closing shall be held at the offices of Simpson Thacher &amp; Bartlett, 3373 Hillview Avenue, Palo Alto, California (or at such other place\nas the parties may agree) at 10:00 a.m., local time, (1) as promptly as\n\n                                       9\n\n\n \n\n \npracticable (and in any event within two Business Days) following the day on\nwhich all of the conditions set forth in Article 6 (other than conditions\nthat by their terms are to be satisfied at the Closing) shall be fulfilled or\nwaived in accordance herewith or (2) at such other time, date or place as\nGlenayre and Purchaser may agree.\n\n          (b)  At the Closing:\n\n               (1)  WMC Delaware shall execute the agreements and notes\n     relating to the Term Facilities and the Revolving Facility and make the\n     Term Borrowing and the Drawdown.\n\n               (2)  WMC Delaware shall pay to Glenayre the Redemption Price\n     as set forth in Section 2.1(b), and Glenayre shall deliver to WMC\n     Delaware certificates for all of the Redeemed Shares, together with\n     accompanying stock powers duly endorsed in blank.\n\n               (3)  Glenayre shall deliver to Purchaser (i) certificates for\n     all of the Purchased Common Shares, together with accompanying stock\n     powers duly endorsed in blank, (ii) the certificate referred to in\n     Section 6.3(a), (iii) the consents referred to in Section 6.3(b), (iv)\n     the assignment of the Sunnyvale Lease from Glenayre Electronics to WMC,\n     (v) certified copies of all resolutions adopted by the Board of\n     Directors of Glenayre, GTI and\/or Glenayre Electronics authorizing (as\n     applicable) the execution, delivery and performance of this Agreement,\n     the GTI Additional Agreements, the Glenayre Additional Agreement and the\n     Glenayre Electronics Agreements and the Transactions, (vi) the\n     resignations of the officers and directors of WMC listed on Schedule 2.2\n     of the Disclosure Schedules, (vii) the Transition Services Agreement,\n     duly executed by GTI, (viii) the Stockholders' Agreement, duly executed\n     by GTI, Glenayre and WMC Delaware, (ix) the License Agreement, duly\n     executed by Glenayre Electronics and WMC and (x) the Assignment, duly\n     executed by Glenayre Electronics and WMC.\n\n               (4)  Purchaser shall (i) pay to Glenayre the Estimated\n     Purchase Price as provided in Section 2.1(d), (ii) deliver to Glenayre\n     the certificate referred to in Section 6.2(a), (iii) deliver to Glenayre\n     certified copies of resolutions adopted by the Board of Directors of\n     Purchaser authorizing the execution, delivery and performance of this\n     Agreement and the Purchaser Additional Agreements and the Transactions\n     and (iv) deliver to Glenayre the Stockholders' Agreement and the\n     Transition Services Agreement, duly executed by Purchaser.\n\n          2.3  Post-Closing Purchase Price Adjustment.\n\n          (a)  Within 45 days following the Closing Date, Purchaser shall\ndeliver to Glenayre a consolidated balance sheet of WMC prepared by Purchaser\n\n                                      10\n\n\n \n\n \n(in its final and binding form, the \"Closing Balance Sheet\") setting forth\nthe Closing Net Worth as of the close of business on the Closing Date.  A\nphysical inventory shall be conducted by WMC consistent with past practice on\nor after the Closing Date for the purpose of preparing the Closing Balance\nSheet, and each of Glenayre and Purchaser and their respective independent\nauditors shall have the right to observe the taking of such physical\ninventory.  Any costs or expenses incurred by WMC in connection with such\ntaking of physical inventory shall be borne by WMC.  The Closing Balance\nSheet shall include all known adjustments required in a year-end closing of\nthe books (to the extent required by GAAP) and, except as otherwise provided\nin the definition of \"Closing Net Worth,\" shall be prepared in accordance\nwith GAAP applied consistently with the accounting principles, policies and\nmethodologies used in the preparation of the balance sheet as of December 31,\n1998 included in the Financial Statements (to the extent prepared in\naccordance with GAAP except as otherwise provided in the definition of\n\"Closing Net Worth\").  During the 20-day period immediately following\nGlenayre's receipt of the proposed Closing Balance Sheet, Glenayre and its\nrepresentatives shall be permitted to review Purchaser's (and, subject to\nexecution of customary indemnities, its accountants') working papers related\nto the preparation of the Closing Balance Sheet and determination of the\nClosing Net Worth.  The proposed Closing Balance Sheet shall become final and\nbinding upon the parties 20 days following Glenayre's receipt thereof, unless\nGlenayre shall give written notice of its disagreement (a \"Notice of\nDisagreement\") to Purchaser prior to such date.  Any Notice of Disagreement\nshall specify in reasonable detail the nature and dollar amount of any\ndisagreement so asserted.  If a timely Notice of Disagreement is received by\nPurchaser, then the Closing Balance Sheet (as revised in accordance with\nclause (x) or (y) below) shall become final and binding upon the parties on\nthe earliest of (x) the date the parties resolve in writing any differences\nthey have with respect to the matters specified in the Notice of Disagreement\nor (y) the date all matters in dispute are finally resolved in writing by the\nAccounting Firm (as defined below).  During the 20 days following delivery of\na Notice of Disagreement, the parties shall seek in good faith to resolve in\nwriting any differences which they may have with respect to the matters\nspecified in the Notice of Disagreement.  During such period, Purchaser and\nits representatives shall be permitted to review Glenayre's (and, subject to\nexecution of customary indemnities, its accountants') working papers relating\nto the Notice of Disagreement.  At the end of such 20-day period, the parties\nshall submit to PricewaterhouseCoopers L.L.P. (the \"Accounting Firm\") for\nreview and resolution of all matters which remain in dispute and which were\nproperly included in the Notice of Disagreement  and the Accounting Firm\nshall make a final determination of the Closing Net Worth and the Purchase\nPrice in accordance with the guidelines and procedures set forth in this\nAgreement.  The Closing Balance Sheet and the determination of Closing Net\nWorth shall become final and binding on the parties on the date the\nAccounting Firm delivers its final resolution in writing to the parties\n(which final resolution shall be delivered not more than 45 days following\n\n                                      11\n\n\n \n\n \nsubmission of such disputed matters).  The parties agree that judgment may be\nentered upon the determination of the Accounting Firm in any court having\njurisdiction over the party against which such determination is to be\nentered.  The fees and expenses of the Accounting Firm shall be borne by\nPurchaser and Glenayre in inverse proportion as they may prevail on matters\nresolved by the Accounting Firm, which proportionate allocations shall also\nbe determined by the Accounting Firm at the time the determination of the\nAccounting Firm is rendered on the merits of the matters submitted.\n\n          (b)  Within three Business Days after the Closing Balance Sheet\nbecomes final and binding on the parties, Glenayre shall pay to Purchaser or\nPurchaser shall pay to Glenayre, as applicable, an amount sufficient to\nfurther adjust the Estimated Purchase Price (up or down as the case may be)\nto the amount that would have been paid if the Estimated Excess or Estimated\nDeficiency had been equal to the Excess or Deficiency, together with interest\non the amount of such adjustment at a rate equal to the rate of interest from\ntime to time announced publicly by The Chase Manhattan Bank as its prime\nrate, calculated on the basis of the actual number of days elapsed over 365,\nfrom the Closing Date to the date of payment, by wire transfer to Purchaser\nor Glenayre, as applicable.  Any such payment shall be treated as an increase\nor decrease in the Purchase Price (as the case may be) or an adjustment to\nthe number of Purchased Common Shares in accordance with Section 5.1(g).\n\n\n                                   ARTICLE 3\n\n              REPRESENTATIONS AND WARRANTIES OF GTI AND GLENAYRE\n\n          GTI and Glenayre hereby represent and warrant to Purchaser that:\n\n          3.1  Organization and Qualification.  WMC is a corporation duly\norganized, validly existing and in good standing under the Laws of the State\nof California and has the requisite corporate power and authority to own,\nlease and operate its properties, to carry on the Business,  to enter into\nthis Agreement and the WMC Additional Agreements and to consummate the\nTransactions. WMC is duly qualified or licensed as a foreign corporation to\ndo business, and is in good standing, in each jurisdiction where the failure\nto be so qualified or licensed would have a WMC Material Adverse Effect. WMC\nDelaware is a corporation duly organized, validly existing and in good\nstanding under the Laws of the State of Delaware and has the requisite\ncorporate power and authority to own, lease and operate its properties, to\nenter into this Agreement and the Stockholders' Agreement and to consummate\nthe Transactions. WMC Delaware is not qualified or licensed as a foreign\ncorporation.\n\n          3.2  Capitalization.  (a)  The authorized capital stock of WMC\nDelaware consists of 200,000,000 shares of common stock of WMC, consisting of\n\n                                      12\n\n\n \n\n \n100,000,000 shares of Class A Common Stock, par value $.01 per share and\n100,000,000 shares of WMC Delaware Class B Common Stock, of which only\n80,000,000 Shares of WMC Delaware Class B Common Stock are issued and\noutstanding.  No shares of Class A Common Stock have been issued.  All of the\nissued and outstanding shares of WMC Delaware Class B Common Stock have been,\nand all of the Redeemed Shares, Purchased Common Shares and Retained Shares\nwill be, duly authorized and validly issued, are or will be fully paid and\nnonassessable, are not or will not be subject to or issued in violation of\nany purchase option, call option, right of first refusal, preemptive right,\nsubscription right or any similar right under any provision of the General\nCorporation Law of the State of Delaware, the Articles of Incorporation or\nBylaws of WMC Delaware or any Contract to which WMC Delaware is a party or\notherwise bound and are or will be owned by Glenayre, free and clear of any\nLiens except for this Agreement and the Stockholders' Agreement and the\nrestrictions on transferability imposed by federal and state securities Laws.\nImmediately  prior to the Closing, Glenayre will be the owner beneficially\nand of record of, and have good and valid title to, all the Redeemed Shares,\nthe Purchased Common Shares and the Retained Shares, and immediately after\nthe Closing, Glenayre will be the owner beneficially and of record of all the\nRetained Shares, in each case free and clear of any Liens, except for the\nrestrictions on transferability imposed by federal and state securities Laws\nand the Stockholders' Agreement. Assuming Purchaser has the requisite power\nand authority to be the lawful owner of the Purchased Common Shares, upon\ndelivery to Purchaser at the Closing of certificates representing the\nPurchased Common Shares, duly endorsed by Glenayre for transfer to Purchaser,\nand upon Glenayre's receipt of the Purchase Price, good and valid title to\nthe Purchased Common Shares will pass to Purchaser, free and clear of any\nLiens other than those arising from acts of Purchaser or its Affiliates, the\nrestrictions on transferability imposed by federal and state securities Laws\nand the Stockholders' Agreement.  Other than this Agreement and upon its\nexecution the Stockholders' Agreement, the issued and outstanding shares of\nWMC Delaware Class B Common Stock, Retained Shares, Redeemed Shares and\nPurchased Common Shares are not and will not be subject to any voting trust\nagreement or other Contract, including any Contract restricting or otherwise\nrelating to the voting, dividend rights or disposition of the shares of WMC\nDelaware Class B Common Stock, Retained Shares, Redeemed Shares and Purchased\nCommon Shares.  Immediately after the Closing, except for the Purchased\nCommon Shares and the Retained Shares or any other shares of capital stock of\nWMC Delaware which Purchaser causes WMC Delaware to reserve for issuance\n(including any such shares issued or reserved for issuance to employees of\nWMC Delaware or WMC in connection with or immediately after the Closing),\nthere will be no shares of capital stock or other equity securities of WMC\nDelaware issued, outstanding or reserved for issuance. There are no bonds,\ndebentures, notes or other indebtedness of WMC Delaware having the right to\nvote (or convertible into, or exchangeable for, securities having the right\nto vote) on any matters on which holders of WMC Delaware common stock may\nvote (\"Voting Company Debt\").  Except as set forth above, there are no\n\n                                      13\n\n\n \n\n \noptions, warrants, rights, convertible or exchangeable securities, \"phantom\"\nstock rights, stock appreciation rights, stock-based performance units, or\nContract of any kind to which WMC Delaware is a party or by which either of\nthem is bound (i) obligating WMC Delaware to issue, deliver or sell, or cause\nto be issued, delivered or sold, additional shares of capital stock or other\nequity interests in, or any security convertible or exercisable for or\nexchangeable into any capital stock of or other equity interest in, WMC\nDelaware or any Voting Company Debt, (ii) obligating WMC Delaware to issue,\ngrant, extend or enter into any such option, warrant, call, right, security\nor Contract or (iii) that give any Person the right to receive any economic\nbenefit or right similar to or derived from the economic benefits and rights\naccruing to holders of WMC Delaware common stock.  Other than this Agreement,\nthere are no outstanding contractual obligations of WMC Delaware to\nrepurchase, redeem or otherwise acquire any shares of capital stock of WMC\nDelaware.  WMC Delaware does not own directly or indirectly any interest or\ninvestment in any other Person except for WMC, and WMC Delaware does not have\nany obligation to make any additional investments in any Person. Except as\ncontemplated by this Agreement, since the date of its incorporation, WMC\nDelaware has not conducted any business, owned any assets (other than Old WMC\nCalifornia Shares) or incurred or assumed any liabilities.\n\n          (b)  The authorized capital stock of WMC consists of 25,000,000\nshares of common stock of WMC, of which only 1,000 shares are issued and\noutstanding (the \"Old WMC California Shares\").  All of the Old WMC California\nShares have been duly authorized and validly issued, are fully paid and\nnonassessable, are not subject to or issued in violation of any purchase\noption, call option, right of first refusal, preemptive right, subscription\nright or any similar right under any provision of the CGCL, the Articles of\nIncorporation or Bylaws of WMC or any Contract to which WMC is a party or\notherwise bound and are owned by WMC Delaware, free and clear of any Liens.\nThe Old WMC California Shares are not and will not be subject to any voting\ntrust agreement or other Contract, including any Contract restricting or\notherwise relating to the voting, dividend rights or disposition of the Old\nWMC California Shares.  Immediately after the Closing, there will be no\nshares of capital stock or other equity securities of WMC California issued,\noutstanding or reserved for issuance. There are no bonds, debentures, notes\nor other indebtedness of WMC having the right to vote (or convertible into,\nor exchangeable for, securities having the right to vote) on any matters on\nwhich holders of WMC common stock may vote (\"WMC Voting Debt\").  Except as\nset forth above, there are no options, warrants, rights, convertible or\nexchangeable securities, \"phantom\" stock rights, stock appreciation rights,\nstock-based performance units, or Contract of any kind to which WMC is a\nparty or by which either of them is bound (i) obligating WMC to issue,\ndeliver or sell, or cause to be issued, delivered or sold, additional shares\nof capital stock or other equity interests in, or any security convertible or\nexercisable for or exchangeable into any capital stock of or other equity\ninterest in, WMC or any WMC Voting Debt, (ii) obligating WMC to issue, grant,\n\n                                      14\n\n\n \n\n \nextend or enter into any such option, warrant, call, right, security or\nContract or (iii) that give any Person the right to receive any economic\nbenefit or right similar to or derived from the economic benefits and rights\naccruing to holders of WMC common stock. There are no outstanding contractual\nobligations of WMC to repurchase, redeem or otherwise acquire any shares of\ncapital stock of WMC.  WMC does not own directly or indirectly any interest\nor investment in any other Person except for WMC's ownership of shares in a\nmutual insurance company through its payment of premiums in the ordinary\ncourse of business, and WMC does not have any obligation to make any\nadditional investments in any Person.\n\n          3.3  Authorization.\n\n          (a)  Glenayre has all necessary corporate power and authority to\nexecute and deliver this Agreement and the Stockholders' Agreement (the\n\"Glenayre Additional Agreement\") and to perform its obligations hereunder and\nthereunder and to consummate the Transactions.  The execution and delivery of\nthis Agreement and the Glenayre Additional Agreement by Glenayre and the\nconsummation by it of the Transactions have been duly and validly authorized\nby all necessary corporate action on the part of Glenayre.  This Agreement\nhas been duly and validly executed and delivered by Glenayre and as of  the\nClosing it will have duly executed and delivered the Glenayre Additional\nAgreement and, assuming the due authorization, execution and delivery of this\nAgreement and the Glenayre Additional Agreement by Purchaser, this Agreement\nconstitutes, and the Glenayre Additional Agreement when executed will\nconstitute, a legal, valid and binding obligation of Glenayre enforceable\nagainst it in accordance with its terms, except as such enforceability may be\nlimited by applicable bankruptcy, reorganization, insolvency, moratorium or\nsimilar Laws affecting creditors' rights generally and by such principles of\nequity as may affect the availability of equitable remedies.\n\n          (b)  GTI has all necessary corporate power and authority to execute\nand deliver this Agreement and the Stockholders' Agreement and the Transition\nServices Agreement (the \"GTI Additional Agreements\") and to perform its\nobligations hereunder and thereunder and to consummate the Transactions.  The\nexecution, delivery and performance of this Agreement and the GTI Additional\nAgreements by GTI and the consummation by it of the Transactions have been\nduly and validly authorized by all necessary corporate action on the part of\nGTI.  This Agreement has been duly and validly executed and delivered by GTI\nand as of the Closing it will have executed and delivered and the GTI\nAdditional Agreements and, assuming the due authorization, execution and\ndelivery of this Agreement and the GTI Additional Agreements by Purchaser,\nthis Agreement constitutes, and the GTI Additional Agreements when executed\nwill constitute, a legal, valid and binding obligation of GTI enforceable\nagainst it in accordance with its terms, except as such enforceability may be\nlimited by applicable bankruptcy, reorganization, insolvency, moratorium or\n\n\n                                      15\n\n\n \n\n \nsimilar Laws affecting creditors' rights generally and by such principles of\nequity as may affect the availability of equitable remedies.\n\n          (c)  Glenayre Electronics has all necessary corporate power and\nauthority to execute and deliver the License Agreement and the Assignment\n(the \"Glenayre Electronics Agreements\") and to perform its obligations\nthereunder.  The execution, delivery and performance of the Glenayre\nElectronics Agreements by Glenayre Electronics have been duly and validly\nauthorized by all necessary corporate action on the part of Glenayre\nElectronics.  As of the Closing Glenayre Electronics will have executed the\nGlenayre Electronics Agreements and assuming the due authorization, execution\nand delivery of the Glenayre Electronics Agreements (as applicable) by\nPurchaser, each of the Glenayre Electronics Agreements when executed will\nconstitute a legal, valid and binding obligation of Glenayre Electronics\nenforceable against it in accordance with its terms, except as such\nenforceability may be limited by applicable bankruptcy, insolvency and other\nsimilar Laws affecting creditors' rights generally and by such principles of\nequity as may affect the availability of equitable remedies.\n\n          (d)  WMC has all necessary corporate power and authority to execute\nand deliver this Agreement, the License Agreement and the Assignment (the\n\"WMC Additional Agreements\") and to perform its obligations hereunder and\nthereunder. The execution, delivery and performance of this Agreement and the\nWMC Additional Agreements by WMC have been duly and validly authorized by all\nnecessary corporate action on the part of WMC.  This Agreement has been duly\nand validly executed and delivered by WMC and as of  the Closing it will have\nduly executed and delivered each of the WMC Additional Agreements, and,\nassuming the due authorization, execution and delivery of this Agreement and\nthe WMC Additional Agreements (as applicable) by Purchaser, this Agreement\nconstitutes, and each of the WMC Additional Agreements when executed will\nconstitute, a legal, valid and binding obligation of WMC enforceable against\nit in accordance with its terms, except as such enforceability may be limited\nby applicable bankruptcy, reorganization, insolvency, moratorium or similar\nLaws affecting creditors' rights generally and by such principles of equity\nas may affect the availability of equitable remedies.\n\n          (e)  WMC Delaware has all necessary corporate power and authority\nto execute and deliver this Agreement and the Stockholders' Agreement (the\n\"WMC Delaware Additional Agreements\") and to perform its obligations\nhereunder and thereunder and to consummate the Transactions. The execution,\ndelivery and performance of this Agreement and the WMC Delaware Additional\nAgreements by WMC Delaware and the consummation by it of the Transactions\nhave been duly and validly authorized by all necessary corporate action on\nthe part of WMC Delaware.  This Agreement has been duly and validly executed\nand delivered by WMC Delaware and as of  the Closing it will have duly\nexecuted and delivered each of the WMC Delaware Additional Agreements, and,\nassuming the due authorization, execution and delivery of this Agreement and\n\n                                      16\n\n\n \n\n \nthe WMC Delaware Additional Agreements (as applicable) by Purchaser, this\nAgreement constitutes, and each of the WMC Delaware Additional Agreements\nwhen executed will constitute, a legal, valid and binding obligation of WMC\nDelaware enforceable against it in accordance with its terms, except as such\nenforceability may be limited by applicable bankruptcy, reorganization,\ninsolvency, moratorium or similar Laws affecting creditors' rights generally\nand by such principles of equity as may affect the availability of equitable\nremedies.\n\n          3.4  No Conflict; Required Filings and Consents.\n\n          (a)  Except as set forth on Schedule 3.4 of the Disclosure\nSchedules, the execution, delivery and performance of this Agreement by\nGlenayre, GTI and WMC do not, the execution, delivery and performance of each\nof the GTI Additional Agreements, the Glenayre Additional Agreement, each of\nthe Glenayre Electronics Agreements and each of the WMC Additional Agreements\nby GTI, Glenayre, Glenayre Electronics  and WMC (as applicable) will not, and\nthe consummation by GTI, WMC and Glenayre of the Transactions and compliance\nby GTI, WMC, Glenayre and Glenayre Electronics with the terms hereof and\nthereof will not, (1) conflict with or violate the Certificate or Articles of\nIncorporation or Bylaws of Glenayre, GTI, WMC or Glenayre Electronics, (2)\nviolate any Law applicable to Glenayre, GTI, WMC or Glenayre Electronics or\ntheir respective properties or assets or (3) result in any breach of or\nconstitute a default (or any event which, with notice or lapse of time or\nboth, would become a default) under, or give rise to a right of termination,\ncancellation or acceleration of any obligation or to loss of a material\nbenefit under, or to increased, additional, accelerated or guaranteed rights\nor entitlements of any Person under, or result in the creation of any Lien\n(other than a Permitted Lien or as a result of the Stockholders' Agreement)\nupon the Old WMC Shares, the Purchased Common Shares, the Redeemed Shares or\nany of the properties or assets of Glenayre, GTI, Glenayre Electronics or WMC\nunder, any provision of or pursuant to any Contract, note, bond, mortgage,\ndeed of trust, instrument, or obligation to which WMC, Glenayre, GTI or\nGlenayre Electronics is a party or by which any of their respective\nproperties or assets are bound, where in the case of clause (3) it would have\na WMC Material Adverse Effect.\n\n          (b)  The execution, delivery and performance of this Agreement by\nGlenayre, GTI and WMC do not and the execution, delivery and performance of\neach of the GTI Additional Agreements, the Glenayre Additional Agreement,\neach of the Glenayre Electronics Agreements and each of the WMC Additional\nAgreements by Glenayre, Glenayre Electronics and WMC will not, and the\nconsummation of the Transactions will not, require any consent, approval or\nauthorization, license, permit or order of or registration, declaration or\nfiling with or notification to, any Governmental Authority by or with respect\nto Glenayre, GTI, Glenayre Electronics or WMC except for (1) applicable\nrequirements if any, of the Securities Act or Blue Sky Laws, (2) filings\n\n                                      17\n\n\n \n\n \nrequired to be made by Purchaser and GTI or Glenayre under the HSR Act, (3)\nthose that may be required solely by reason of the participation of Purchaser\n(as opposed to any other third party) in the Transactions, and (4) as\ndisclosed in Schedule 3.4 of the Disclosure Schedules.\n\n          3.5  Financial Statements.  Schedule 3.5 of the Disclosure\nSchedules contains the unaudited financial statements of WMC as of and for\nthe years ended  December 31, 1997 and December 31, 1998, respectively, and\nas of and for the six-month period ended June 30, 1999 (collectively, the\n\"Financial Statements\").  Except as disclosed on Schedule 3.5 of the\nDisclosure Schedules, each of the Financial Statements presents fairly in all\nmaterial respects the financial position and results of operations of WMC at\nthe dates and for the fiscal periods then ended in accordance with GAAP\nconsistently applied (except for the lack of footnotes).\n\n          3.6  Subsequent Events.  Except as set forth on Schedule 3.6 of the\nDisclosure Schedules or reflected on the Balance Sheet, since June 30, 1999\nWMC has been operated in the ordinary course and substantially in the same\nmanner as previously conducted and there has not been:\n\n          (a)  any WMC Material Adverse Effect;\n\n          (b)  any dividend paid or other distribution made on or with\nrespect to WMC's capital stock;\n\n          (c)  any sale or other disposition of any material assets or\nmaterial interests owned or possessed by WMC, other than sales of inventory\noccurring in the ordinary course of Business consistent with past practices\nand prior periods;\n\n          (d)  any damage, destruction or loss of such character as to\ninterfere materially with the continued operation of any part of the Business\n(whether or not such loss was insured against);\n\n          (e)  any borrowings, loans or advances by or to WMC, except for\nroutine travel advances and intercompany loans which will be eliminated as of\nthe Closing Date (through treatment as dividends or otherwise);\n\n          (f)  any change in accounting practices or policies by WMC;\n\n          (g)  any cancellation by WMC of any material indebtedness owing to\nit, or any cancellation or settlement by WMC of any material claims against\nothers, except for any intercompany loans which are eliminated as of the\nClosing Date;\n\n          (h)  any increase in the compensation, incentive or severance\narrangements or other benefits to any officer or employee of WMC (other than\n\n                                      18\n\n\n \n\n \nany incentive bonuses to be paid by Glenayre or GTI to officers or employees\nof WMC in connection with the Transactions); or\n\n          (i)  any change in method of accounting with respect to Taxes, any\nchange to a Tax election, any filing of an amended Tax Return, any settlement\nor compromise of any proceeding with respect to any material tax liability;\n\n          (j)  any action by WMC that would result in breach of Section\n5.2(6), (13) or (15) if such action were taken after the date of this\nAgreement; or\n\n          (k)  any agreement or commitment by or on behalf of WMC to do or to\ntake any of the actions referred to above.\n\n          3.7  Tax Matters.  Except as set forth in Schedule 3.7 of the\nDisclosure Schedules:\n\n          (a)  WMC and any Affiliated Group have filed or caused to be filed\nin a timely manner (within any applicable extension periods) all material Tax\nReturns required to be filed by applicable Tax Laws.  All material Taxes with\nrespect to Taxable Periods covered by such Tax Returns, and all other\nmaterial Taxes for which WMC is or might otherwise be liable for such Taxable\nPeriods, have been timely paid in full or will be timely paid in full by the\ndue date thereof and the most recent Financial Statements reflect an adequate\nreserve (in accordance with GAAP), other than with respect to deferred Taxes\nreflecting the difference between the book  and Tax basis in assets and\nliabilities, for all Taxes payable by WMC for all Taxable Periods and\nportions thereof through the date of such Financial Statements.  No Liens\nexist for Taxes (other than Liens for Taxes not yet due and payable) with\nrespect to any of the assets or properties of WMC.  For purposes of this\nSection 3.7, \"Affiliated Group\" means any affiliated group, within the\nmeaning of Section 1504 of the Code, of which WMC is, or since April 25, 1995\nhas been, a member.\n\n          (b)  Since April 25, 1995, no Tax Returns of WMC or any Affiliated\nGroup (with respect to Taxes attributable to WMC) have been examined by the\nInternal Revenue Service.  No Tax Returns of WMC or any Affiliated Group\n(with respect to Taxes attributable to WMC) are currently under audit or\nexamination by any taxing authority, and no written notice of any such\nprospective audit or examination has been received by WMC or any Affiliated\nGroup.\n\n          (c)  No deficiency resulting from any audit or examination by any\ntaxing authority relating to Taxes with respect to WMC remains unpaid.\nGlenayre has made available to Purchaser documents setting forth the dates of\nthe most recent audits or examinations of WMC or any Affiliated Group by any\n\n\n                                      19\n\n\n \n\n \ntaxing authority in respect of Taxes related to WMC for all Taxable Periods\nsince April 25, 1995.\n\n          (d)  Except for this Agreement, none of WMC or any Affiliated Group\n(i) is party to or bound by any tax-sharing agreement, tax indemnity\nobligation or similar agreement, arrangement or practice with respect to\nTaxes attributable to WMC (including any advance pricing agreement, closing\nagreement or other agreement relating to such Taxes with any taxing\nauthority), or (ii) has any liability for the Taxes of any other person under\nTreasury Regulation Section 1.1502-6(a) (or any similar provision of state,\nlocal or foreign Law), or as a transferee or successor, by contract or\notherwise.\n\n          (e)  The Financial Statements as of December 31, 1998  properly\nreflected all deferred revenue for WMC as of December 31, 1998 in accordance\nwith GAAP.  As of December 31, 1998, none of WMC or any Affiliated Group\nshall be required to include in a Taxable Period ending after the Closing\nDate taxable income attributable to income of WMC that accrued in a prior\nTaxable Period but was not recognized in any prior Taxable Period as a result\nof the installment method of accounting, the long-term contract method of\naccounting, the cash method of accounting or Section 481 of the Code or any\ncomparable provision of any other Tax Law, or for any other reason.\n\n          (f)  None of Glenayre, GTI or any of their Affiliates has made with\nrespect to WMC or any property held by WMC any consent under Section 341 of\nthe Code; no property of WMC  is \"tax exempt use property\" within the meaning\nof Section 168(h) of the Code; WMC is not a party to any lease made pursuant\nto Section 168(f)(8) of the Internal Revenue Code of 1954; and none of the\nassets of WMC  is subject to a lease under Section 7701(h) of the Code or\nunder any predecessor section thereof.\n\n          (g)  None of WMC or any Affiliated Group has currently in effect\nany agreements or waivers extending, or having the effect of extending, the\nstatute of limitations with respect to the assessment or collection of any\nTax with respect to WMC.  None of WMC or any Affiliated Group has requested\nany extension of time within which to file any Tax Return relating to WMC,\nwhich return has not yet been filed.  No power of attorney with respect to\nany Taxes is currently in effect with any taxing authority relating to WMC.\n\n          (h)  WMC and any Affiliated Group have complied in all material\nrespects with all applicable Laws (or have accrued in accordance with GAAP\nany liability for such failure on its books and records) relating to the\npayment and withholding of Taxes by WMC (including withholding of Taxes\npursuant to Sections 1441, 1442, 3121 and 3402 of the Code or any comparable\nprovision of any other Tax Laws).\n \n\n\n                                      20\n\n\n \n\n \n          (i)  WMC has delivered or made available to Purchaser complete and\ncorrect copies of (i) all material separate or pro forma Tax Returns of WMC\nsince April 25, 1995 and (ii) all material private letter rulings, revenue\nagent reports, information document requests, notices of proposed\ndeficiencies, deficiency notices, protests, petitions, closing agreements,\nsettlement agreements, pending ruling requests, and any similar documents,\nsubmitted by, received by or agreed to by or on behalf of WMC since April 25,\n1995.\n\n          (j)  Schedule 3.7 of the Disclosure Schedules sets forth each\njurisdiction in which WMC joins or has joined for any Taxable Period ending\nafter 1995 in the filing of any consolidated, combined or unitary Tax Return.\n \n          (k)  WMC is not \"United States real property holding corporation\"\nwithin the meaning of Section 897 of the Code.\n\n          (l)  Glenayre is not a \"foreign person\" within the meaning of\nSection 1445 of the Code.\n\n          (m)  Schedule 3.7 of the Disclosure Schedules sets forth, as of\nDecember 31, 1998, the amount of any net operating loss carryforwards of WMC.\nThe net operating loss carryforwards are not subject to any limitation on use\nunder Section 382 of the Code or otherwise.\n\n          3.8  Employees and Fringe Benefit Plans.\n\n          (a)  Schedule 3.8(a) of the Disclosure Schedules lists each\nmaterial employment, bonus, commission, deferred compensation, pension, stock\noption, stock appreciation right, employee stock ownership, profit-sharing,\nretirement, medical, vacation, retiree medical, severance pay plan or\narrangement, and each other material agreement or fringe benefit plan or\narrangement contributed to by WMC or under which current or former employees\nof WMC are eligible to participate (collectively, the \"Plans\").  Except as\ndisclosed in Schedule 3.8(a) of the Disclosure Schedules, none of the Plans\nare sponsored or maintained by WMC.\n\n          (b)  Except as disclosed in Schedule 3.8(b) of the Disclosure\nSchedules, WMC has complied in all material respects with all applicable Laws\nrelating to its employees' employment and\/or employment relationships,\nincluding ERISA, employment termination Laws, employment leave Laws, wage and\nhour Laws, anti-discrimination Laws, employee safety Laws and workers\ncompensation Laws.\n\n          3.9  Title to Assets\n\n          (a)  WMC owns no real property.  Schedule 3.9(a) of the Disclosure\nSchedules lists all leases and subleases (including amendments thereto) of\n\n                                      21\n\n\n \n\n \nreal property (\"Leased Property\") under which WMC is a lessee or sublessee\n(the \"Leases\").  WMC has delivered to the Purchaser true and correct copies\nof all Leases.  Except as described in Schedule 3.9(a) of the Disclosures\nSchedules, WMC has a valid and enforceable leasehold interest under all of\nthe Leases, subject only to the terms and conditions set forth in the Leases\nand except as such enforceability may be limited by applicable bankruptcy,\nreorganization, insolvency, moratorium or similar Laws affecting creditors'\nrights generally and by such principles of equity as may affect the\navailability of equitable remedies.  WMC is not in default in any material\nrespect (including any monetary defaults) under any Lease, and there does not\nexist any event which, with notice or the lapse of time or both, would\nconstitute such a default by WMC thereunder.  To the Knowledge of GTI,\nGlenayre and WMC, except as set forth in Schedule 3.9(a) of the Disclosure\nSchedules, the landlord under each Lease is not in default thereunder and\nthere does not exist any event which with notice or the lapse of time or both\nwould constitute a default by such landlord thereunder.\n\n          (b)  WMC has good and valid title to all machinery and equipment,\ncomputers (excluding software and other intellectual property contained\ntherein), furniture, parts, transportation equipment and other tangible\npersonal property (other than Inventory) reflected on the balance sheet dated\nas of June 30, 1999 included in the Financial Statements (the \"Balance\nSheet\"), plus any such additional tangible personal property acquired after\nJune 30, 1999, and less any such tangible personal property disposed of in\nthe ordinary course of Business after June 30, 1999 (the \"Equipment\"), in\neach case free and clear of all Liens, except for Permitted Liens and those\nLiens set forth on Schedule 3.9(b) of the Disclosure Schedules.  All the\nEquipment has been maintained in all material respects in accordance with the\npast practice of WMC and generally accepted industry practice.  All leased\npersonal property of WMC is in all material respects in the condition\nrequired of such property by the terms of the lease applicable thereto during\nthe term of the lease and upon the expiration thereof.\n\n          (c)  WMC will have good and valid title to all inventory to be\nreflected on the Closing Balance Sheet (the \"Inventory\"), in each case free\nand clear of all Liens, except for Permitted Liens,  those Liens set forth on\nSchedule 3.9(c) of the Disclosure Schedules and Customer Liens.  As of June\n30, 1999, the value of Loaned Inventory was less than $450,000 and the value\nof the Rented Inventory was less than $45,000.  Except as set forth in\nSchedule 3.9(c) of the Disclosure Schedules, since June 30, 1999, there have\nnot been any write-downs of the value of, or establishment of any reserves\nagainst, any inventory, except for write-downs and reserves in the ordinary\ncourse of Business and consistent with past practice which have not had,\neither individually or in the aggregate, a WMC Material Adverse Effect.\n\n          (d)  Except as set forth on Schedule 3.9(d) of the Disclosure\nSchedules, all accounts receivable of WMC to be reflected on the Closing\n\n                                      22\n\n\n \n\n \nBalance Sheet (the \"Receivables\") will have arisen from bona fide\ntransactions in the ordinary course of Business and will constitute valid and\nenforceable claims of WMC.  The Receivables will be free and clear of all\nLiens, except for Permitted Liens and those Liens set forth on Schedule\n3.9(d) of the Disclosure Schedules.  Since June 30, 1999, there have not been\nany write-offs as uncollectible of any notes or accounts receivable of WMC,\nexcept for write-offs in the ordinary course of Business and consistent with\npast practice which have not had, either individually or in the aggregate, a\nWMC Material Adverse Effect.\n\n          (e)  Schedule 3.9(e) of the Disclosure Schedules sets forth, as of\nthe date of this Agreement, a list of (1) all  patents, trademark, service\nmark, corporate name, domain name, trade name and copyright registrations,\nand all applications for any of the foregoing, owned by WMC or used by WMC in\nconducting the Business (the \"Registered Intellectual Property\"); and (2) all\nContracts of WMC relating to licenses of the WMC Intellectual Property (as\ndefined below) to third parties other than Contracts entered into in the\nordinary course of the Business.  The WMC Intellectual Property owned by WMC\nis referred to herein as the \"Owned WMC Intellectual Property\" and the WMC\nIntellectual Property licensed by WMC from other Persons is referred to\nherein as the \"Licensed WMC Intellectual Property.\" Except as set forth on\nSchedule 3.9(e) of the Disclosure Schedules, WMC owns or has a license to use\nthe Registered Intellectual Property and all trade secrets, computer\nsoftware, technology, know-how and all other intellectual property and other\nproprietary rights necessary for the conduct of the Business (collectively,\nthe \"WMC Intellectual Property\") without payment to any other Person.  Except\nas set forth in Schedule 3.9(e) of the Disclosure Schedules, WMC owns and\npossesses all right, title and interest in and to the Owned WMC Intellectual\nProperty free and clear of any Liens except for Permitted Liens.  The rights\nof WMC under all material Contracts with respect to the Licensed WMC\nIntellectual Property are valid and enforceable by WMC in accordance with\ntheir respective terms except as such enforceability may be limited by\napplicable bankruptcy, insolvency and other similar Laws affecting creditors'\nrights generally and by such principles of equity as may affect the\navailability of equitable remedies.  Except as set forth in Schedule 3.9(e)\nof the Disclosure Schedules, (1) WMC has no claim(s) pending or asserted (or,\nto GTI's, Glenayre's and WMC's Knowledge, threatened or unasserted) against\nany other Person relating to the WMC Intellectual Property; (2) no other\nPerson has any claim(s) asserted (or, to GTI's, Glenayre's and WMC's\nKnowledge, threatened or unasserted) against WMC relating to the WMC\nIntellectual Property; and (3) the Owned WMC Intellectual Property does not\ninfringe, and to GTI's, Glenayre's and WMC's Knowledge the Business does not\ninfringe, on any intellectual property owned or controlled by any other\nPerson.\n\n\n\n\n                                      23\n\n\n \n\n \n          (f)  Except as set forth in Schedule 3.9(f), Schedule 3.10 or\nSchedule 3.17 of the Disclosure Schedules or any agreement which is related\nto the Transactions or the Financing, WMC is not a party to or bound by any:\n\n          (1)  written (or material oral) employment agreement or contract\n     that has an aggregate future liability for any 12-month period in excess\n     of $100,000, except for an employment agreement or contract terminable\n     at will by WMC without cost or penalty in excess of $25,000;\n \n          (2)  covenant of WMC not to compete or other covenant of WMC\n     restricting in any material respect the development, manufacture,\n     marketing, distribution or sale of the products and services of WMC;\n\n          (3)  agreement, contract or other arrangement with (A) GTI,\n     Glenayre or any Affiliate of GTI (other than WMC) or (B) any officer,\n     director or employee of WMC, GTI or any Affiliate of GTI  (other than\n     employment agreements covered by Section 3.9(f)(1) or Plans described on\n     Schedule 3.8(a) of the Disclosure Schedules);\n\n          (4)  lease, sublease or similar agreement with any Person (other\n     than WMC) under which WMC is a lessor or sublessor of, or makes\n     available for use to any Person (other than WMC), (A) any Leased\n     Property or (B) any portion of any premises otherwise occupied by WMC;\n\n          (5)  (A) continuing Contract for the future purchase of materials,\n     supplies or equipment, (B) management, service, consulting or other\n     similar type of contract, in any such case which has an aggregate future\n     liability for any 12-month period to any Person (other than WMC) in\n     excess of $100,000 and is not terminable by WMC by notice of not more\n     than 60 days without cost or penalty in excess of $25,000 per agreement\n     or contract;\n\n          (6)  material Contract relating in whole or in part to WMC\n     Intellectual Property (including any license or other agreement under\n     which WMC is licensee or licensor of any such WMC Intellectual\n     Property), except for non-disclosure agreements entered into with\n     employees of WMC in the ordinary course of Business and licenses of WMC\n     Intellectual Property in connection with the sale of WMC products in the\n     ordinary course of Business;\n\n          (7)  Contract  under which WMC has borrowed any money from, or\n     issued any note, bond, debenture or other evidence of indebtedness to,\n     any Person (other than WMC) or any other note, bond, debenture or other\n     evidence of indebtedness issued to any Person (other than WMC);\n\n          (8)  Contract (including so-called take-or-pay or keep-well\n     agreements) under which (A) any Person (including WMC) has directly or\n\n                                      24\n\n\n \n\n \n     indirectly guaranteed indebtedness, liabilities or obligations of WMC or\n     (B) WMC has directly or indirectly guaranteed indebtedness, liabilities\n     or obligations of any Person, in each case other than endorsements for\n     the purpose of collection in the ordinary course of Business;\n\n          (9)  Contract under which WMC has, directly or indirectly, made any\n     advance, loan, extension of credit or capital contribution to, or other\n     investment in, any Person (other than WMC), other than routine travel\n     advances;\n \n          (10) mortgage, pledge, security agreement, deed of trust or other\n     instrument granting a Lien upon any property or asset of WMC (other than\n     a Permitted Lien or a Lien disclosed on the Disclosure Schedules);\n\n          (11) Contract providing for indemnification of any Person with\n     respect to liabilities relating to any current or former business of\n     WMC, other than any indemnification included in sales orders or\n     Contracts in the ordinary course of Business;\n\n          (12) a material Contract not made in the ordinary course of\n     Business;\n\n          (13) a confidentiality agreement, other than confidentiality\n     agreements entered into by employees of WMC with WMC in the ordinary\n     course of Business;\n\n          (14) a Contract (including a sales order) involving the obligation\n     of WMC to deliver products or services for payment of more than $100,000\n     or extending for a term more than 180 days from the date of this\n     Agreement, in each case unless terminable without material payment or\n     penalty upon no more than 60 days' notice;\n\n          (15) a Contract for the sale of any material asset of WMC (other\n     than inventory sales in the ordinary course of Business) or the grant of\n     any preferential rights to purchase any such asset or requiring the\n     consent of any party to the transfer thereof;\n\n          (16) a currency exchange, interest rate exchange, commodity\n     exchange or similar Contract;\n\n          (17)  a Contract for any joint venture, partnership or similar\n     arrangement;\n\n          (18) a Contract providing for the services of any dealer,\n     distributor, sales representative, franchisee or similar representative\n     involving the payment or receipt over the life of such Contract in\n     excess of $100,000 by WMC;\n\n                                      25\n\n\n \n\n \n          (19)  a Contract providing for the provision of advertising\n     services and involving the payment or receipt over the life of such\n     Contract in excess of $75,000 by WMC;\n\n          (20) any Contract pursuant to which WMC is entitled to receive\n     aggregate payments thereunder in excess of $100,000 after the date of\n     this Agreement in any calendar year;\n\n          (21) other Contract to which WMC is a party or by or to which it or\n     any of its assets or business is bound or subject which has an aggregate\n     future liability to any Person (other than WMC) in excess of $100,000\n     and is not terminable by WMC by notice of not more than 60 days without\n     cost or penalty; or\n\n          (22) a Contract other than as set forth above to which WMC is a\n     party or by which it or any of its assets or the Business is bound or\n     subject that is material to the Business.\n\n          Except as set forth in Schedule 3.09(f) or 3.10 of the Disclosure\nSchedules, all Contracts  required to be listed in the Disclosure Schedules\npursuant to clauses (1) through (22) above (the \"Material Contracts\") are\nvalid, binding and in full force and effect and the rights of WMC under all\nMaterial Contracts are valid and enforceable by WMC in accordance with their\nrespective terms except as such enforceability may be limited by applicable\nbankruptcy, insolvency and other similar Laws affecting creditors' rights\ngenerally and by such principles of equity as may affect the availability of\nequitable remedies.  WMC has performed all material obligations to be\nperformed by it to date and is not in default in any material respect (nor\ndoes any circumstance exist which, with notice or the passage of time or\nboth, would result in such a default) under the Material Contracts.  To the\nKnowledge of GTI, Glenayre and WMC, the other party to each Material Contract\nis not in default thereunder in any material respect (nor does any\ncircumstance exist which with notice or the passage of time or both, would\nresult in such a default.)  None of GTI, Glenayre or WMC has, except as\ndisclosed in the applicable Disclosure Schedule, received any written notice\nof the intention of any party to terminate any Material Contract.  Purchaser\nhas been supplied with a true and correct copy of each of the written\nMaterial Contracts and a general description of all oral Material Contracts.\n\n          3.10 Personal Property Leases.  Schedule 3.10 of the Disclosure\nSchedules sets forth (i) all leases by WMC of tangible personal property to\nany other Person and (ii) all leases by WMC of tangible personal property\nfrom any other Person, for each lease under clause (i) or (ii) with a term of\n12 months or greater or which include annual payments in excess of $50,000\n(collectively, \"Personal Property Leases\").  The rights of WMC under all\nPersonal Property Leases are valid and enforceable by WMC in accordance with\ntheir respective terms except as such enforceability may be limited by\n\n                                      26\n\n\n \n\n \napplicable bankruptcy, insolvency and other similar Laws affecting creditors'\nrights generally and by such principles of equity as may affect the\navailability of equitable remedies and shall be in full force and effect\nwithout penalty in accordance with their terms upon the consummation of the\nTransactions.  WMC is not in default in any material respect (nor does any\ncircumstance exist which, with notice or the passage of time or both, would\nresult in such a default) under the Personal Property Leases.  To the\nKnowledge of GTI, Glenayre and WMC, the other party to each Personal Property\nLease is not in default thereunder in any material respect (nor does any\ncircumstance exist which, with notice or the passage of time, or both, would\nresult in such a default).  Purchaser has been supplied with a true and\ncorrect copy of each of the written Personal Property Leases or, in the case\nof Personal Property Leases described in Item #1 of Schedule 3.10 of the\nDisclosure Schedules the form of such lease attached as Attachment 11 to such\nSchedule, and a general description of all material oral Personal Property\nLeases.\n\n          3.11 Lawfully Operating.  Except as set forth on Schedule 3.11 of\nthe Disclosure Schedules, WMC has complied in all material respects and is in\ncompliance in all material respects with all Laws applicable to WMC,\nincluding those relating to occupational health and safety.  This Section\n3.11 does not relate to Environmental Laws.  Except as set forth in Schedule\n3.11 of the Disclosure Schedules, none of GTI, Glenayre or WMC has received\nany written communication during the past two years from a Governmental\nAuthority that alleges that WMC  is not in compliance in any material respect\nwith any Laws.  WMC validly holds and is in compliance in all material\nrespects with all material permits, licenses, bonds, approvals, franchises,\ncertificates (including certificates of occupancy), registrations,\naccreditations and other governmental authorizations necessary for the\nconduct of the Business (collectively, \"Permits\").  Schedule 3.11 of the\nDisclosure Schedules sets forth a true and complete list of all Permits.\nNone of the Permits are subject to suspension, modification, revocation or\nnonrenewal as a result of the execution and delivery of this Agreement, the\nWMC Additional Agreements or the Glenayre Additional Agreements or the\nconsummation of the Transactions.  All of the Permits which are held in the\nname of any employee, officer, director, stockholder, agent or otherwise on\nbehalf of WMC shall be deemed included under this warranty.\n\n          3.12 Litigation.  Except as set forth on Schedule 3.12 of the\nDisclosure Schedules, there are no actions, suits, proceedings (including any\narbitration proceedings), judgments, settlements, decrees, injunctions or\norders outstanding, pending or, to GTI's Glenayre's and WMC's Knowledge,\nthreatened against WMC, or pending or threatened by WMC against any Person,\nor which WMC intends to initiate, at law or in equity, or before or by any\nGovernmental Authority.  Except as set forth in Schedule 3.12 of the\nDisclosure Schedules, to the Knowledge of GTI, Glenayre and WMC, there are no\nunasserted claims of the type that would be required to be disclosed in\n\n                                      27\n\n\n \n\n \nSchedule 3.12 of the Disclosure Schedules if counsel for the claimant had\ncontacted GTI, Glenayre or WMC and which if asserted would have at least a\nreasonable possibility of an adverse determination and would have a WMC\nMaterial Adverse Effect. Except as described on Schedule 3.12 of the\nDisclosure Schedules, to GTI's, Glenayre's and WMC's Knowledge, there are no\ninvestigations or claims pending or threatened against WMC before or by any\nGovernmental Authority.  Except as set forth on Schedule 3.12 of the\nDisclosure Schedules, neither WMC is not subject to any judgment, order or\ndecree of any Governmental Authority.\n\n          3.13 Labor Matters.  WMC is not a party to any collective\nbargaining agreement or other contract with a labor union.  To the Knowledge\nof GTI, Glenayre and WMC, except as set forth on Schedule 3.13 of the\nDisclosure Schedules, (i) there is, and during the past two years there has\nbeen, no labor strike, material labor dispute, work stoppage or lockout\npending or, to the Knowledge of GTI, Glenayre and WMC, threatened against\nWMC; (ii) no union organizational campaign is in progress with respect to the\nemployees of WMC and no question concerning representation exists respecting\nsuch employees; (iii) WMC is not engaged in any unfair labor practice; (iv)\nthere is no unfair labor practice charge or complaint against WMC pending or,\nto the Knowledge of GTI, Glenayre and WMC, threatened before the National\nLabor Relations Board; (v) there are no pending or, to the Knowledge of GTI,\nGlenayre and WMC, threatened charges against WMC before the Equal Employment\nOpportunity Commission or any state or local agency responsible for the\nprevention of unlawful employment practices; and (vi) none of GTI, Glenayre\nor WMC has received written notice during the past two years of the intent of\nany Governmental Authority responsible for the enforcement of labor or\nemployment laws to conduct an investigation of WMC and, to the Knowledge of\nGTI, Glenayre and WMC, no such investigation is in progress.\n\n          To the Knowledge of GTI, Glenayre and WMC, no employee of WMC is a\nparty to or bound by any Contract of any nature, or subject to any judgment,\ndecree or order of any Governmental Authority, that may interfere with the\nuse of such person's best efforts to promote the interests of WMC or conflict\nwith the Business or the Transactions if such interference or conflict would\nhave a WMC Material Adverse Effect.  To the Knowledge of GTI, Glenayre and\nWMC, no activity of any employee of WMC as or while an employee has caused a\nviolation of any employment contract, confidentiality agreement, patent\ndisclosure agreement, or other contract or agreement which would have a WMC\nMaterial Adverse Effect.  To the Knowledge of GTI, Glenayre and WMC, neither\nthe execution and delivery of this Agreement, nor the conduct of the Business\nby the employees of WMC will conflict with or result in a breach of the\nterms, conditions or provisions of, or constitute a default under, any\nContract under which any such employees are now obligated if such conflict or\nbreach would have a WMC Material Adverse Effect.\n\n\n\n                                      28\n\n\n \n\n \n          3.14 Bank Accounts and Depositories.  Schedule 3.14 of the\nDisclosure Schedules lists (i) all bank and savings accounts, certificates of\ndeposits, lock boxes, safe deposit boxes and other depositories of WMC and\nthe names of all Persons authorized to draw or sign thereon or to have access\nthereto, (ii) true and correct copies of all corporate borrowing, depository\nand transfer resolutions and those Persons entitled to act thereunder and\n(iii) a true and correct list of all powers of attorney granted by WMC and\nthose Persons authorized to act thereunder.\n\n          3.15 Brokers.  There is no Contract by GTI, Glenayre, WMC or any of\ntheir Affiliates with any Person that may result in the obligation of WMC,\nWMC Sub or Purchaser to pay any finder's fees, brokerage or agent's\ncommissions or other like payments in connection with the Transactions.  GTI\nhas entered into an agreement with Donaldson, Lufkin &amp; Jenrette Securities\nCorporation (\"DLJ\") for investment banking services in connection with the\nTransactions, and GTI or Glenayre shall pay, or cause to be paid, all of the\nfees and expenses of DLJ in connection therewith.\n\n          3.16 Environmental Laws.  WMC has complied in all material respects\nand are in compliance in all material respects with all Environmental Laws\nand WMC holds, and is in compliance in all material respects with, all\nenvironmental permits necessary for the operation of the Business.  None of\nWMC, Glenayre, GTI or Glenayre Electronics has received any written notice,\nclaim, report or other information regarding any violation or alleged\nviolation by WMC of, or liability or alleged liability of WMC under,\nEnvironmental Laws. To the Knowledge of GTI, Glenayre and WMC, there are no\nHazardous Substances on, in, or under any property currently or formerly\nowned or operated by WMC and WMC has not treated, stored, disposed of,\narranged for or permitted the disposal of, transported, handled, or released\nany Hazardous Substance at any location, or owned or operated any facility\nat any location in a manner that has given or would give rise to any\nliabilities or investigative, corrective or remedial obligations, of\nPurchaser or WMC pursuant to CERCLA or any other Environmental Laws.  WMC has\nnot retained or assumed by contract or operation of law any material\nliability or obligation of another Person under any Environmental Law.  To\nthe Knowledge of GTI, Glenayre and WMC, there are no past or present facts,\ncircumstances or conditions that reasonably could be expected to give rise to\nany material liability of WMC under any Environmental Law. All reports,\naudits assessments and other similar documents in the possession of GTI,\nGlenayre or WMC relating to any material liability of WMC under any\nEnvironmental Law or Hazardous Substance have been provided to Purchaser.\n\n          3.17 Insurance.  Schedule 3.17 of the Disclosure Schedules contains\na description of each insurance policy maintained by or on behalf of WMC\nwith respect to its properties, assets and the Business.  All such policies\nare in full force and effect, all premiums due and payable thereon have been\npaid (other than retroactive or retrospective premium adjustments that are\n\n                                      29\n\n\n \n\n \nnot yet, but may be, required to be paid with respect to any period ending\nprior to the Closing Date under comprehensive general liability and workmen's\ncompensation insurance policies), and no notice of cancellation or\ntermination has been received with respect to any such policy which has not\nbeen replaced on substantially similar terms prior to the date of such\ncancellation.\n\n          3.18 Affiliations.  Except as set forth on Schedule 3.18 of the\nDisclosure Schedules, there are currently no intercompany Contracts or\nservices provided to or on behalf of WMC by GTI, Glenayre or any of their\nAffiliates and after the Closing neither GTI, Glenayre or any of their\nAffiliates will have any interest in any property (real or personal, tangible\nor intangible) or contract used in or pertaining to the Business.  Neither\nGlenayre, GTI nor any of their Affiliates has any direct ownership interest\nin any Person with which WMC competes or has a material business\nrelationship.\n\n          3.19 Corporate Name.  Except as set forth in Schedule 3.19 of the\nDisclosure Schedules, without limiting the generality of Section 3.9(e), to\nthe Knowledge of GTI, Glenayre and WMC, WMC (i) has the exclusive right to\nuse its  name as the name of a corporation in any jurisdiction in which WMC\ndoes business and (ii) have not received any notice of conflict during the\npast two years with respect to the rights of others regarding the corporate\nnames of WMC.  Except as set forth in Schedule 3.19 of the Disclosure\nSchedules, to the Knowledge of GTI, Glenayre and WMC, no Person is presently\nauthorized by GTI, Glenayre or WMC to use the name of WMC.  GTI and Glenayre\nhave previously delivered to Purchaser copies of any Contracts to which any\nof them is a party granting any authorizations of the type referred to in the\nprevious sentence.\n\n          3.20 Effect of Transaction.  Except as set forth in Schedule 3.20\nof the Disclosure Schedules, no creditor, key employee, major customer or\nother Person having a material business relationship with WMC has informed\nGTI, Glenayre or WMC that such Person intends to change such relationship\nbecause of the Transactions where such change would have an WMC Material\nAdverse Effect.\n\n          3.21 Disclosure.  No representation or warranty of GTI or Glenayre\ncontained in this Agreement, the Disclosure Schedules or the certificate\nreferred to in Section 6.2(a) contains or will contain any untrue statement\nof a material fact or omits to state any material fact necessary, in light of\nthe circumstances under which it was or will be made, in order to make the\nstatements herein or therein not misleading.\n\n          3.22 Suppliers.  Except as set forth in Schedule 3.22 of the\nDisclosure Schedules, between June 30, 1999 and the date of this Agreement,\nWMC has not entered into or made any material Contract for the purchase of\n\n                                      30\n\n\n \n\n \nmerchandise other than in the ordinary course of Business consistent with\npast practice.  Except for the suppliers named in Schedule 3.22 of the\nDisclosure Schedules, WMC does not have any supplier from whom it purchased\nmore than 5% of the merchandise which it purchased during its most recent\nfull fiscal year.  Except as set forth in Schedule 3.22 of the Disclosure\nSchedules, since June 30, 1999, to the Knowledge of  GTI, Glenayre and WMC,\nthere has not been (i) any material adverse change in the business\nrelationship of WMC with any supplier of merchandise named in Schedule 3.22\nof the Disclosure Schedules or (ii) any material adverse change in the supply\nagreements or related arrangements with any such supplier.\n\n          3.23 Customers.  Except for the customers named in Schedule 3.23 of\nthe Disclosure Schedules, WMC does not have any customer to whom it made more\nthan 5% of its sales during its most recent full fiscal year.  Except as set\nforth in Schedule 3.23 of the Disclosure Schedules, since June 30, 1999, to\nthe Knowledge of GTI, Glenayre and WMC, there has not been (i) any material\nadverse change in the business relationship of WMC with any customer named in\nSchedule 3.23, or (ii) any material adverse change in the sales agreements or\nrelated agreements with any such customer.  During the past two years, WMC\nhas received no customer complaints concerning its products and services, nor\nhas it had any of its products returned by a purchaser thereof, other than\ncomplaints and returns which have not, and are not likely to have,\nindividually a WMC Material Adverse Effect.\n\n          3.24 Private Offering.  Neither GTI, Glenayre, WMC, nor any of\ntheir Affiliates nor anyone acting on their behalf has issued, sold or\noffered any security of WMC to any Person under circumstances that would\ncause the issuance and sale of the Purchased Common Shares, as contemplated\nby this Agreement, to be subject to the registration requirements of the\nSecurities Act.  Neither GTI nor Glenayre, WMC, any of their Affiliates nor\nanyone acting on their behalf will offer any WMC Common Stock or any part\nthereof or any similar securities for issuance or sale to, or solicit any\noffer to acquire any of the same from, anyone so as to make the issuance and\nsale of the Purchased Common Shares subject to the registration requirements\nof Section 5 of the Securities Act.  Assuming the representations of\nPurchaser contained in Section 4.5 are true and correct, the sale and\ndelivery of the Purchased Common Shares hereunder are exempt from the\nregistration and prospectus delivery requirements of the Securities Act.\n\n          3.25 Year 2000 Compliance.\n\n          (a)  Except as set forth in Schedule 3.25 of the Disclosure\nSchedules, to the Knowledge of GTI, Glenayre and WMC, all computer systems,\nsoftware, hardware, equipment, data bases and related assets (\"Systems\")\nowned or used by the Business are Year 2000 Compliant (as defined below).\nExcept as set forth in Schedule 3.25 of the Disclosure Schedules, all Systems\ndeveloped by WMC and included in the Inventory and products sold by the\n\n                                      31\n\n\n \n\n \nBusiness are Year 2000 Compliant, and all other Systems included in or used\nby such Inventory or products sold by the Business are, to the Knowledge of\nGTI, Glenayre and WMC, Year 2000 Compliant.\n\n          (b)  The Term \"Year 2000 Compliant\", with respect to a System,\nmeans that such System: (i) is capable of recognizing, processing, managing,\nrepresenting, interpreting and manipulating correctly date-related data for\ndates earlier and later than January 1, 2000; (ii) has the ability to provide\ndate recognition for any data element without limitation; (iii) has the\nability to function automatically into and beyond the year 2000 without human\nintervention and without any change in operations associated with the advent\nof the year 2000; (iv) has the ability to interpret data, dates and time\ncorrectly into and beyond the year 2000; (v) has the ability not to produce\nnoncompliance in existing data, nor otherwise corrupt such data, into and\nbeyond the year 2000; (vi) has the ability to process correctly after January\n1, 2000, data containing dates before that date; and (vii) has the ability to\nrecognize all \"leap year\" dates, including February 29, 2000.\n\n\n                                   ARTICLE 4\n\n                  REPRESENTATIONS AND WARRANTIES OF PURCHASER\n\n          Purchaser hereby represents and warrants to GTI and Glenayre that:\n\n          4.1  Organization and Qualification.  Purchaser is a corporation\nduly organized, validly existing and in good standing under the Laws of the\nState of Delaware and has the requisite corporate power and authority to own,\nlease and operate its properties, to carry on its business as it is now being\nconducted, to enter into this Agreement and the Purchaser Additional\nAgreements and to consummate the Transactions.\n\n          4.2  Authorization.  Purchaser has all necessary corporate power\nand authority to execute and deliver this Agreement and the Stockholders'\nAgreement and the Transition Services Agreement (the \"Purchaser Additional\nAgreements\"), to perform its obligations hereunder and thereunder and to\nconsummate the Transactions.  The execution, delivery and performance of this\nAgreement and the Purchaser Additional Agreements by Purchaser and the\nconsummation by Purchaser of the Transactions have been duly and validly\nauthorized by all necessary corporate action on the part of Purchaser.  This\nAgreement has been duly and validly executed and delivered by Purchaser and\nas of the Closing it will have duly executed and delivered the Purchaser\nAdditional Agreements, and, assuming the due authorization, execution and\ndelivery of this Agreement and the Purchaser Additional Agreements (as\napplicable) by Glenayre, WMC and GTI, this Agreement constitutes, and the\nPurchaser Additional Agreements upon execution will constitute, a legal,\nvalid and binding obligation of Purchaser enforceable against it in\n\n                                      32\n\n\n \n\n \naccordance with its terms, except as such enforceability may be limited by\napplicable bankruptcy, reorganization, insolvency, moratorium or similar Laws\naffecting creditors' rights generally, and by such principles of equity as\nmay affect the availability of equitable remedies.\n\n          4.3  No Conflict; Required Filings and Consents.\n\n          (a)  The execution, delivery and performance of this Agreement by\nPurchaser do not, the execution and delivery and performance of the Purchaser\nAdditional Agreements by Purchaser will not and the consummation by Purchaser\nof the Transactions and compliance by Purchaser with the terms hereof and\nthereof will not, (1) conflict with or violate the Certificate of\nIncorporation or Bylaws of Purchaser, (2) violate any Law applicable to\nPurchaser or (3) result in any breach of or constitute a default (or any\nevent which, with notice or the passage of time or both, would result in a\ndefault) under or pursuant to, any material Contract, note, bond, mortgage,\ndeed of trust, instrument, or obligation to which Purchaser is a party.\n\n          (b)  The execution, delivery and performance of this Agreement by\nPurchaser do not, the execution, delivery and performance of the Purchaser\nAdditional Agreements will not, and the consummation of the Transactions will\nnot, require any consent, approval, authorization, license, permit order of,\nor registration, declaration or filing with or notification to, any\nGovernmental Authority by or with respect to Purchaser, except for (1)\napplicable requirements, if any, of the Securities Act, or Blue Sky Laws, (2)\nfilings required to be made by Purchaser and GTI or Glenayre under the HSR\nAct and (3) those that may be required solely by reason of the participation\nof Glenayre, GTI and WMC (as opposed to any other third party) in the\nTransactions.\n\n          4.4  No Litigation.  As of the date hereof, there are no (i)\noutstanding judgments, orders, injunctions or decrees of any Governmental\nAuthority or arbitration tribunal against Purchaser or any of its Affiliates,\n(ii) lawsuits, actions or proceedings pending or, to the knowledge of\nPurchaser, threatened against Purchaser or any of its Affiliates, or (iii)\ninvestigations by any Governmental Authority which are, to the knowledge of\nPurchaser, pending or threatened against Purchaser or any of its Affiliates,\nand which, in the case of each of clauses (i), (ii) and (iii), have a\nmaterial adverse effect on the ability of Purchaser to consummate the\nTransactions.\n\n          4.5  Investment Representations.\n\n          (a)  Purchaser is acquiring the Purchased Common Shares for\ninvestment purposes only, for its own account for the purpose of investment\nand not with a present view for the resale thereof in connection with any\ndistribution or public offering thereof in violation of the Securities Act.\n\n                                      33\n\n\n \n\n \n          (b)  Purchaser understands that the Purchased Common Shares have\nnot been registered under the Securities Act or any Blue Sky Laws and that,\naccordingly, the Purchased Common Shares will not be transferable except\npursuant to an exemption from the registration and prospectus delivery\nrequirements of the Securities Act and any applicable Blue Sky Laws or upon\nsatisfaction of such requirements.\n\n          (c)  Purchaser is an \"accredited investor\" (as such term is defined\nin Rule 501 of Regulation D under the Securities Act).\n\n          4.6  Brokers.  There is no Contract by Purchaser with any Person\nthat may result in the obligation of GTI or Glenayre to pay any finder's\nfees, brokerage or agent's commissions or other like payments in connection\nwith the Transactions.\n\n\n                                   ARTICLE 5\n\n                                   COVENANTS\n\n          5.1  Covenants of Purchaser, GTI and Glenayre.\n\n          (a)  During the period from the date hereof and continuing until\nthe Closing Date (except as expressly contemplated or permitted hereby, or to\nthe extent Purchaser consents in writing (which consent shall not be\nunreasonably withheld or delayed) in the case of GTI's and Glenayre's\nobligations and to the extent GTI and Glenayre consent in writing (which\nconsent shall not be unreasonably withheld or delayed) in the case of\nPurchaser's obligations, each of GTI, Glenayre and Purchaser covenants with\nthe others that, insofar as the obligations relate to it and subject to the\nterms and conditions of this Agreement, it shall cooperate and use its\nreasonable efforts to cause the conditions to the other party's obligation to\nclose the Transactions as provided in Article 6 to be fulfilled as\nexpeditiously as is reasonably practicable.\n\n          (b)  Purchaser, Glenayre and GTI shall cooperate with each other,\nand shall cause their officers, employees, agents, auditors and\nrepresentatives to cooperate with each other, for a period of 150 days after\nthe Closing to ensure the orderly transition of WMC from Glenayre and GTI to\nPurchaser and to minimize any disruption to the respective businesses of\nGlenayre, GTI, Purchaser or WMC that might result from the Transactions.\nAfter the Closing, upon reasonable written notice, Purchaser, Glenayre and\nGTI shall furnish or cause to be furnished to each other and their employees,\ncounsel, auditors and representatives access, during normal business hours,\nsuch information and assistance relating to WMC as is reasonably necessary\nfor financial reporting and accounting matters, litigation matters, the\npreparation and filing of any Tax Returns, reports or forms or the defense of\n\n                                      34\n\n\n \n\n \nany Tax claim or assessment.  Each party shall reimburse the other for\nreasonable out-of-pocket costs and expenses incurred in assisting the other\npursuant to this Section 5.1(b).  No party shall be required by this Section\n5.1(b) to take any action that would unreasonably interfere with the conduct\nof its business or unreasonably disrupt its normal operations (or, in the\ncase of Purchaser, the business or operations of WMC).\n\n          (c)  Glenayre, GTI and Purchaser agree that, from the date hereof\nthrough the Closing Date, no public release or announcement concerning the\nTransactions shall be issued by any party without the prior consent of the\nother parties (which consent shall not be unreasonably withheld), except as\nsuch release or announcement may be required by law or the rules or\nregulations of any United States or foreign securities exchange, in which\ncase the party required to make the release or announcement shall allow the\nother parties reasonable time to comment on such release or announcement in\nadvance of such issuance.\n\n          (d)  Each of Glenayre, GTI and Purchaser shall as promptly as\npracticable, but in no event later than five Business Days following the\nexecution and delivery of this Agreement, file or cause to be filed with the\nUnited States Federal Trade Commission (the \"FTC\") and the United States\nDepartment of Justice (the \"DOJ\") the notification and report form, if any,\nrequired for the Acquisition and any supplemental information requested in\nconnection therewith pursuant to the HSR Act.  Any such notification and\nreport form and supplemental information shall be in substantial compliance\nwith the requirements of the HSR Act.  Each of Purchaser, Glenayre and GTI\nshall furnish to the other parties such necessary information and reasonable\nassistance as the other may request in connection with its preparation of any\nfiling or submission which is necessary under the HSR Act.  Glenayre, GTI and\nPurchaser shall keep each other apprised of the status of any communications\nwith, and any inquiries or requests for additional information from, the FTC\nand the DOJ and shall comply promptly with any such inquiry or request.  Each\nof Glenayre, GTI and Purchaser shall use its reasonable efforts to obtain any\nclearance required under the HSR Act for the Acquisition.  Any such\nsupplemental information shall be in substantial compliance with the HSR Act.\nEach party shall bear its own expenses in connection with such filings under\nthe HSR Act.\n\n          (e)  On the Closing Date, Glenayre and GTI shall deliver or cause\nto be delivered to Purchaser all agreements, documents, books, records and\nfiles, including records and files stored on computer disks or tapes or any\nother storage medium (collectively, \"Records\"), if any, in the possession of\nGlenayre and GTI relating to the Business to the extent not then in the\npossession of WMC, subject to the following exceptions:\n\n               (1)  Purchaser recognizes that certain Records may contain\n     incidental information relating to WMC or may relate primarily to\n\n                                      35\n\n\n \n\n \n     subsidiaries or divisions of Glenayre and GTI other than WMC, and that\n     Glenayre and GTI may retain such Records;\n\n               (2)  Glenayre and GTI may retain all Records prepared in\n     connection with the sale of the Purchased Common Shares and the Redeemed\n     Shares, including bids received from other parties and analyses relating\n     to WMC; and\n\n               (3)  Glenayre and GTI may retain any Tax Returns, reports or\n     forms, and Purchaser shall be provided with copies of such returns,\n     reports or forms only to the extent that they relate to WMC's  separate\n     returns or separate Tax liability.\n\n          (f)  WMC shall be permitted to pay any cash dividends or other\ndistributions in cash to Glenayre prior to the Closing with respect to the\noutstanding capital stock of WMC to the extent that cash is accrued on the\nbooks and records of WMC.\n\n          (g)  The parties shall reasonably cooperate prior to the Closing to\nensure that the Redemption complies with the applicable corporate law\nrequirements, including (i) making any adjustments in the Redemption Price\nand the Purchase Price so long as the economic benefits to Purchaser and\nGlenayre, and the relative ownership of WMC stock immediately after the\nClosing,  remain the same or (ii) causing WMC to re-incorporate in Delaware\nif the Redemption would satisfy the statutory requirements of the Delaware\nGeneral Corporation Law and the requirements for \"recap accounting.\"  The\nparties shall also reasonably cooperate to make such other changes in the\nTransactions prior to the Closing so long as neither Purchaser nor Glenayre\nis adversely affected by any such change.\n\n          (h)  Except as otherwise provided in the Transition Services\nAgreement, Glenayre, GTI and Purchaser agree that GTI and Glenayre shall have\nno obligation to continue to provide any insurance coverage for WMC after the\nClosing.\n\n          5.2  Covenants of GTI and Glenayre.  GTI and Glenayre covenant and\nagree with Purchaser that during the period from the date hereof and\ncontinuing until the Closing Date (except as expressly contemplated or\npermitted hereby or by the other Transactions or the Financing, or to the\nextent that Purchaser shall otherwise consent in writing, which consent shall\nnot be unreasonably withheld or delayed):\n\n          (a)  WMC shall carry on and conduct the Business only in the\nordinary course in substantially the same manner as previously conducted and\nshall use all reasonable efforts consistent with past practices to preserve\nintact its present Business organization, maintain its rights and preserve\n\n\n                                      36\n\n\n \n\n \nits relationships with customers, suppliers, employees and others having\nbusiness dealings with it.\n\n          (b)  GTI and Glenayre shall allow all designated officers,\nattorneys, accountants and other representatives of Purchaser access at all\nreasonable times during regular business hours to WMC's records and files,\ncorrespondence and properties, as well as to all information relating to\ncommitments, contracts, titles and financial position, or otherwise\npertaining to the Business, as Purchaser shall reasonably request.\n\n          (c)  Without limiting the generality of Section 5.2, except as\ndisclosed in Schedule 5.2(c) of the  Disclosure  Schedules or as otherwise\nspecifically contemplated by this Agreement or by the other Transactions or\nthe Financing, GTI and Glenayre will not and will not permit WMC to:\n\n               (1)  change any provision of the Articles of Incorporation or\n     Bylaws of WMC;\n\n               (2)  except as contemplated by this Agreement with respect to\n     the Transactions, change the number of shares of the authorized, issued\n     or outstanding capital stock of WMC, redeem or otherwise acquire any\n     shares of capital stock of WMC or issue or grant any option, warrant,\n     right or agreement to purchase the capital stock of WMC;\n \n               (3)  make any capital expenditures (or enter into any leases\n     required to be capitalized under GAAP) individually in excess of $50,000\n     or in the aggregate in excess of $150,000, other than reasonable\n     expenditures necessary to maintain existing assets in good working order\n     and repair, reasonable wear and tear excepted;\n\n               (4)  execute, terminate, cancel or materially amend any\n     Material Contract or enter into any material commitment or transaction,\n     in each case not in the ordinary course of Business;\n\n               (5)  grant any severance or termination pay to any service\n     provider, except for severance benefits paid to employees of WMC\n     consistent with WMC's past practices;\n\n               (6)  abandon, cancel, transfer or dispose of any rights to the\n     WMC Intellectual Property, in whole or in part, except licenses of WMC\n     Intellectual Property in connection with the sale of WMC products in the\n     ordinary course of Business consistent with past practice;\n\n               (7)  incur any indebtedness for borrowed money or guarantee\n     any such indebtedness or issue or sell any debt securities or guarantee\n     any debt securities of others;\n\n\n                                      37\n\n\n \n\n \n               (8)  take, or agree (in writing or otherwise) to take, any\n     action which would make any of the representations or warranties or\n     covenants of Glenayre or GTI contained in this Agreement materially\n     untrue or incorrect;\n\n               (9)  adopt or amend in any material respect any Benefit Plan\n     or collective bargaining agreement, except as required by Law;\n\n               (10) grant to any officer or employee any increase in\n     compensation or benefits, except in the ordinary course of Business\n     consistent with past practice or as may be required under existing\n     agreements and except for any increases for which GTI or Glenayre shall\n     be solely obligated;\n\n               (11) permit any of its assets to become subjected to any Lien\n     which would have been required to be set forth in Schedules 1.1(a),\n     3.9(b), 3.9(c), 3.9(d) or 3.9(f) of the Disclosure Schedules if existing\n     on the date of this Agreement;\n\n               (12) cancel any material indebtedness (individually or in the\n     aggregate) or waive any claims or rights of substantial value;\n\n               (13) pay, loan or advance any amount to, or sell, transfer or\n     lease any of its assets to, or enter into any agreement or arrangement\n     with, Glenayre, GTI or any of their Affiliates (other than WMC);\n\n               (14) make any change in any method of accounting or accounting\n     practice or policy other than those required by GAAP;\n\n               (15) acquire by merging or consolidating with, or by\n     purchasing a substantial portion of the assets of, or by any other\n     manner, any business or any Person or division thereof or otherwise\n     acquire any assets (other than inventory) which are material,\n     individually or in the aggregate, to WMC;\n\n               (16) sell, lease or otherwise dispose of any of its assets\n     which are material, individually or in the aggregate, to WMC except\n     sales of inventory in the ordinary course of Business consistent with\n     past practice;\n\n               (17) modify, amend, terminate or permit the lapse of any lease\n     of real property or any lease of any material personal property, except\n     modifications or amendments associated with renewals of existing leases\n     in the ordinary course of Business as to which Purchaser shall be\n     permitted to participate; or\n\n\n\n                                      38\n\n\n \n\n \n               (18) agree in writing (or otherwise if legally binding) to do\n     any of the foregoing.\n\n          (d)  Without the prior written consent of Purchaser, GTI and\nGlenayre shall not knowingly take any action which would cause or would be\nreasonably likely to cause any of the conditions to the Transactions set\nforth in Article 6 not to be fulfilled.\n\n          (e)  Glenayre and GTI shall keep confidential, and cause their\nAffiliates and instruct their officers, directors, employees and advisors to\nkeep confidential, all confidential information relating to WMC and the\nBusiness, except as required by Law or administrative process and except for\ninformation which is available to the public on the Closing Date, or\nthereafter becomes available to the public other than as a result of a breach\nof this Section 5.2(e).  The covenant set forth in this Section 5.2(e) shall\nterminate five years after the Closing Date.\n\n          (f)  Glenayre and GTI shall keep, or cause to be kept, all\ninsurance policies set forth in Schedule 3.17 of the Disclosure Schedules, or\nsuitable replacements therefor, in full force and effect through the close of\nbusiness on the Closing Date.\n\n          (g)  On the Closing Date, Glenayre and GTI shall, to the extent\npermitted under such agreements, assign to Purchaser their rights under all\nconfidentiality agreements entered into by Glenayre or GTI with any Person in\nconnection with the proposed sale of WMC to the extent such rights relate to\nWMC. Copies of such confidentiality agreements shall be provided to Purchaser\non the Closing Date.\n\n          (h)  Glenayre and GTI shall have the continuing obligation until\nthe Closing promptly to supplement or amend the Disclosure Schedules hereto\nwith respect to any material matter hereafter arising or discovered which, if\nexisting or known at the date of this Agreement, would have been required to\nbe set forth or described in such Schedules; provided, however, that (i) no\nsupplement or amendment to such Schedules shall have any effect for the\npurpose of determining the satisfaction of the conditions set forth in\nSection 6.3; and (ii) if any supplement or amendment to such Schedule shall\nnot constitute a condition which permits Purchaser, in its sole and absolute\ndiscretion, to refuse to close the Transactions in accordance with Section\n6.3, then such supplement or amendment shall not have any effect for the\npurpose of determining the indemnification obligations of Glenayre and GTI\nunder Article 7.\n\n          (i)  Glenayre and GTI shall promptly notify Purchaser of, and\nfurnish Purchaser any information it may reasonably request with respect to,\nthe occurrence to Glenayre's or GTI's Knowledge of any event or condition or\nthe existence to Glenayre's or GTI's Knowledge of any fact that would cause\n\n                                      39\n\n\n \n\n \nany of the conditions to Purchaser's obligation to consummate the\nTransactions not to be fulfilled.\n\n          (j)  To the extent permitted by applicable Law, Glenayre and GTI\ncovenant that all licenses, permits and authorizations which are held in the\nname of any employee, officer, director, stockholder, agent or otherwise on\nbehalf of WMC shall be duly and validly transferred to WMC without\nconsideration prior to the Closing on or as soon thereafter as practicable,\nand that the warranties, representations, covenants and conditions contained\nin this Agreement shall apply to the same as if held by WMC as of the date\nhereof.\n\n          (k)  Glenayre and GTI covenant that prior to the Closing Date all\nintercompany receivables and payables in respect of WMC shall be eliminated.\n\n          (l)  Glenayre and GTI agree to cooperate with Purchaser in\nobtaining the Financing, including by making officers and employees of WMC\navailable to meet with prospective Financing sources and causing WMC to\nexecute and deliver such agreements, consents, certificates, resolutions and\nother documents as are true and accurate and necessary or desirable in\nconnection with the Financing.\n\n          5.3  Covenants of Purchaser.  Purchaser covenants with GTI and\nGlenayre that, during the period from the date hereof and continuing until the\nClosing Date (except as expressly contemplated or permitted hereby, or to the\nextent that GTI and Glenayre shall otherwise consent in writing, which consent\nshall not be unreasonably withheld or delayed), Purchaser shall not knowingly\ntake any action which would cause or would be reasonably likely to cause any\nof the conditions to the Transactions set forth in Article 6 not to be\nfulfilled. Purchaser shall promptly notify Glenayre and GTI of, and furnish\nGlenayre and GTI any information they may reasonably request with respect to,\nthe occurrence to Purchaser's knowledge of any event or condition or the\nexistence to Purchaser's knowledge of any fact that would cause any of the\nconditions to Glenayre's and GTI's obligations to consummate the Transactions\nnot to be fulfilled.\n\n          5.4  Certain Benefit Plans.\n\n          (a)  Purchaser shall provide the employees of WMC with employee\nbenefits that are substantially equivalent to those provided to other\nemployees holding similar positions with Purchaser (\"Purchaser's Benefit\nPlans\").  Purchaser shall use reasonable efforts to cause Purchaser's Benefit\nPlans to give employees of WMC credit under Purchaser's Benefit Plans (i) for\ntheir service with WMC prior to the Closing Date for purposes of any\neligibility, vesting, waiting periods or pre-existing condition limitations\notherwise applicable under any of Purchaser's Benefit Plans and (ii) for\namounts paid under GTI's employee benefit plans toward any applicable\n\n                                      40\n\n\n \n\n \ndeductibles, co-payments and out-of-pocket limits as though such amounts had\nbeen paid in accordance with the terms and conditions of Purchaser's Benefit\nPlans.\n\n          (b)  Glenayre shall cause WMC to withdraw as a participating\n\"Employer\" under (and as defined in) the Glenayre Technologies, Inc. 401(k)\nProfit Sharing Plan (the \"Glenayre 401(k) Plan\"), effective as of the Closing\nDate, and from and after the Closing Date, WMC shall have no right, power,\ndiscretion, control or authority over, or any rights or interests in or to,\nthe Glenayre 401(k) Plan or any of its assets, trusts or other funding media.\nEmployees of WMC shall be deemed to have separated from service under the\nGlenayre 401(k) Plan on the Closing Date and shall be eligible to be paid\ntheir vested benefits in accordance with the terms and provisions of the\nGlenayre 401(k) Plan.\n\n          (c)  All employees of WMC who are participants in the medical care\nand dependent care spending account plan maintained by GTI or an Affiliate of\nGTI (\"Glenayre's Spending Accounts\") as of the Closing Date shall become\nparticipants in substantially equivalent medical care and dependent care\nspending accounts established for such employees by Purchaser (\"Purchaser's\nSpending Accounts\").  Any elections made by employees of WMC with respect to\nGlenayre's Spending Accounts shall remain in effect and no change in\nelections shall be effected as a result of such employees' becoming\nparticipants in Purchaser's Spending Accounts.  No later than 15 days after\nthe Closing Date, GTI shall provide Purchaser with information concerning the\namount elected by each employee of WMC to be contributed to each of\nGlenayre's Spending Accounts for the plan year of the Closing, the amount of\nall benefit payments made to such employees from Glenayre's Spending Accounts\nfor such plan year until the Closing Date and the outstanding balances in\neach of Glenayre's Spending Accounts for each such employee as of immediately\nprior to the Closing Date.  Not later than 60 days following the Closing\nDate, GTI shall transfer, or cause to be transferred, to Purchaser the net\naggregate account balances (positive and negative) in Glenayre's Spending\nAccounts for such employees of WMC.  In consideration of such transfer,\nPurchaser shall pay from Purchaser's Spending Accounts all eligible expenses\nincurred during the plan year of the Closing by such employees of WMC\n(whether before or after the Closing Date) which are unpaid as of the Closing\nDate in accordance with the policies in effect with respect to Purchaser's\nSpending Accounts for all participants.\n\n          (d)  On or as soon as practicable after the Closing Date (but in no\nevent later than 10 Business Days after the Closing Date), Glenayre shall\nmake payment to the key employees of WMC, which employees shall be selected\nby Glenayre prior to the Closing Date, of bonuses (as previously disclosed to\nPurchaser) in respect of such employees' participation in the consummation of\nthe Transactions.\n\n\n                                      41\n\n\n \n\n \n          (e)  As of the Closing Date, WMC shall transfer all assets and\nliabilities in respect of all current or former WMC employees who may\nparticipate in the 1999 Deferred Compensation Plan to GTI; thereafter, WMC\nshall have no liability under such Deferred Compensation Plan or any other\nGTI or Glenayre Plan with respect to any current or former WMC employees,\nexcept as otherwise provided in Section 5.4(c).\n\n          5.5  Tax Matters.  GTI, Glenayre and Purchaser hereby covenant and\nagree as follows with respect to certain Tax matters:\n\n          (a)  GTI or Glenayre shall be responsible for, shall prepare or\ncause to be prepared, and shall timely file or cause to be timely filed, all\nTax Returns of WMC and\/or WMC Delaware that are required to be filed on or\nprior to the Closing Date; and GTI or Glenayre shall cause WMC and\/or WMC\nDelaware to pay and be responsible for all Taxes due with respect to such Tax\nReturns.  GTI and Glenayre shall be responsible for, shall prepare or cause\nto be prepared, and shall timely deliver to Purchaser for filing, and\nPurchaser shall timely file, with the appropriate taxing authorities, all\nseparate corporate income and franchise Tax Returns of WMC and\/or WMC\nDelaware for Taxable Periods ending on or prior to the Closing Date that are\nrequired to be filed after the Closing Date.  Purchaser shall be responsible\nfor all other Tax Returns of WMC and\/or WMC Delaware that are required to be\nfiled after the Closing Date (taking into account extensions); provided,\nhowever, that for any Taxable Period of WMC and\/or WMC Delaware that includes\n(but does not end on) the Closing Date, Glenayre shall reimburse WMC and\/or\nWMC Delaware for the Taxes attributable through the Closing Date to the\nextent (but only to the extent) not accrued (without taking into account any\naccruals for deferred taxes reflecting differences between the tax and book\nbases in assets and liabilities) in calculating the Closing Net Worth. WMC\nand\/or WMC Delaware shall be responsible for the payment of all Taxes accrued\nin calculating the Closing Net Worth.\n\n          (b)  To the extent permitted by Law and consistent with prior year\npractice, GTI shall include, or cause to be included, WMC and\/or WMC Delaware\nin the United States consolidated federal income Tax Returns of GTI and all\nother consolidated, combined or unitary income and franchise Tax Returns of\nGTI for WMC and\/or WMC Delaware's Taxable Periods ending on or prior to the\nClosing Date and for that portion of WMC and\/or WMC Delaware's then current\nTaxable Period that has elapsed as of the Closing Date.  GTI and Purchaser\nshall, to the extent permitted by applicable Law, elect with the relevant\nstate taxing authorities where WMC and\/or WMC Delaware files a separate\nincome and franchise Tax Return to close the Taxable Period of WMC and\/or WMC\nDelaware as of the Closing Date.  WMC and\/or WMC Delaware shall close its\nbooks as of the close of business on the Closing Date, and Purchaser shall\ndeliver to GTI within 120 days following the Closing Date all information in\nthe possession of Purchaser or WMC and\/or WMC Delaware that is necessary or\nappropriate for GTI to include, or cause to be included, WMC and\/or WMC\n\n                                      42\n\n\n \n\n \nDelaware in such consolidated, combined or unitary Tax Returns and for the\npreparation of the separate state Tax Returns.\n\n          (c)  GTI, Glenayre and Purchaser shall reasonably cooperate, and\nshall cause their respective officers, employees, agents, auditors and\nrepresentatives to reasonably cooperate, in preparing and filing all Tax\nReturns (including amended returns and claims for refund), including\nmaintaining and making available to each other all records necessary in\nconnection with Taxes and in resolving all disputes and audits with respect\nto all Taxable Periods relating to Taxes.  Purchaser recognizes that GTI,\nGlenayre and their agents and representatives may need access, from time to\ntime, after the Closing Date, to certain accounting and Tax records and\ninformation held by WMC and\/or WMC Delaware to the extent such records and\ninformation pertain to events occurring on or prior to the Closing Date and\nwere used in the preparation of Tax Returns.  Purchaser agrees that (i) from\nand after the Closing Date, Purchaser shall, and shall cause WMC and\/or WMC\nDelaware to, (A) retain and maintain such records until such time as GTI and\nGlenayre reasonably agree that such retention and maintenance is no longer\nnecessary, and (B) allow GTI, Glenayre and their agents and representatives,\nat GTI's or Glenayre's expense, to inspect, review, and make copies of such\nrecords as GTI or Glenayre may reasonably deem necessary or appropriate from\ntime to time, such activities to be conducted during normal business hours,\nand (ii) Purchaser shall not, and shall cause each of WMC and\/or WMC Delaware\nnot to, dispose of any of such records without first providing GTI and\nGlenayre with an opportunity to take possession of such records or to make\ncopies thereof prior to any such disposal.\n\n          (d)  Whenever any taxing authority asserts, or threatens to assert,\na claim, makes or threatens to make, an assessment or otherwise disputes or\naffects the Tax reporting position of WMC and\/or WMC Delaware for any Taxable\nPeriod ending on or prior to the Closing Date, Purchaser shall promptly\ninform GTI and Glenayre in writing provided, GTI and Glenayre have an\nindemnification obligation to Purchaser with respect to such Taxes pursuant\nto this Agreement. At GTI's and Glenayre's cost and election (which election\nshall be exercised by written notice to Purchaser within 30 days after\nPurchaser has so informed GTI and Glenayre), GTI, Glenayre or their\nAffiliates shall control any proceedings and shall determine whether and when\nto settle any such claim; provided, however, that GTI, Glenayre or their\nAffiliates shall obtain WMC and\/or WMC Delaware's consent (which shall not be\nunreasonably withheld or delayed) if such settlement could reasonably be\nexpected to have the effect of increasing the future Tax liability of\nPurchaser or WMC and\/or WMC Delaware.  GTI and Glenayre agree, or agree to\ncause their Affiliates, to consult with Purchaser and keep Purchaser informed\nwith respect to the status of any discussion, proposal or submission with\nrespect to any such claim, audit or similar proceeding.  If GTI and Glenayre\ndo not exercise such election to control such proceedings, then Purchaser\nshall control such proceedings and shall consult with GTI and Glenayre and\n\n                                      43\n\n\n \n\n \nkeep GTI and Glenayre informed with respect to the status of any discussion,\nproposal or submission with respect to any such claim, audit or similar\nproceeding and shall not agree to any settlement thereof without the prior\nwritten consent of GTI and Glenayre, which consent shall not be unreasonably\nwithheld.\n\n          (e)  If there is an audit adjustment with respect to Taxes of WMC\nand\/or WMC Delaware based on income (including adjustments relating to\ndeductions or credits) in a pre-Closing Taxable Period that produces a Tax\nbenefit to Purchaser in a post-Closing Taxable Period, Purchaser shall pay to\nGTI an amount equal to Purchaser's Tax benefit.\n\n          (f)  All refunds or credits of Taxes for or attributable to Taxable\nPeriods of WMC and\/or WMC Delaware ending on or before the Closing Date shall\nbe for the account of GTI,  other than any Tax refunds or credits accrued (i)\nin calculating the Closing Net Worth or (ii) attributable to a carryback of a\nnet operating loss or similar tax attribute to a Post-Closing Taxable Period\nof WMC and\/or WMC Delaware to the extent permitted by Section 5.5(g), in each\ncase which will be for the account of Purchaser.  Purchaser, GTI or Glenayre,\nas the case may be, shall cause to be forwarded to the other party or to\nreimburse the other party for any such refunds or credits immediately after\nsuch receipt or realization thereof.  All refunds or credits of Taxes for or\nattributable to Taxable Periods of WMC and\/or WMC Delaware ending after the\nClosing Date shall be for the account of Purchaser, and, if GTI or any\nAffiliates of GTI receives or realizes any such refund or credit, GTI or such\nAffiliate shall forward to Purchaser or reimburse Purchaser for any such\nrefunds or credits immediately after such receipt or realization thereof by\nGTI or such Affiliate.\n\n          (g)  Purchaser shall not carryback, or cause WMC and\/or WMC\nDelaware to carryback (and shall make or cause WMC and\/or WMC Delaware to\nmake any available election not to carryback), any net operating loss to any\npre-Closing Taxable Period of WMC and\/or WMC Delaware nor shall Purchaser\nfile any claims for any refunds with respect to any such pre-Closing Taxable\nPeriod for federal or state Taxes with respect to any such net operating\nlosses, except to the extent required by applicable Law.\n\n          (h)  All Tax sharing agreements and similar agreements (other than\nthe provisions of this Agreement) between WMC and\/or WMC Delaware and any\nother corporation shall be terminated as of the Closing Date, and there shall\nbe no liability to Purchaser, GTI or Glenayre under any such agreement\nfollowing the Closing Date.\n\n          (i)  GTI and Purchaser shall jointly make an election described in\nSection 338(h)(10) of the Code and any corresponding election under state,\nlocal or foreign Tax Laws for which a separate election is permissible with\nrespect to Purchaser's acquisition of the Purchased Common Shares under this\n\n                                      44\n\n\n \n\n \nAgreement (the \"Section 338(h)(10) Election\"); provided, however, that no\ncorresponding election shall be made under the Tax Laws of California.  GTI\nand Purchaser agree to report the transfers under this Agreement consistent\nwith the Section 338(h)(10) Election, and shall take no position contrary\nthereto unless required to do so by applicable Tax Laws pursuant to a\nDetermination (as defined by Section 1313(a) of the Code).  Purchaser shall\nbe responsible for the preparation and filing of all returns, documents,\nstatements or other forms that are required to be submitted to any federal,\nstate, county or other local Governmental Authority in connection with the\nSection 338(h)(10) Election (including any \"statement of section 338\nelection\" and the United States Internal Revenue Service Form 8023, together\nwith any schedules or attachments thereto, that are required pursuant to\nTreasury Regulation Section 1.338-1 or 1.338(h)(10)-1) (collectively, the\n\"Section 338 Forms\") in accordance with applicable Tax Laws and the terms of\nthis Agreement.  GTI shall execute and deliver to Purchaser such documents or\nforms as are reasonably requested and are required by any Tax Laws to\nproperly complete the Section 338 Forms, at least 30 days prior to the date\nsuch Section 338 Forms are required to be filed.  Purchaser and GTI have\nentered into an agreement (the \"Allocation Agreement\") concerning the\ncomputation of the Aggregate Deemed Sale Price (as defined under applicable\nTreasury Regulations) of the assets of WMC and\/or WMC Delaware and the\nallocation of such Aggregate Deemed Sale Price among such assets.  Purchaser\nand GTI shall use their best efforts to revise the Allocation Agreement to\nthe extent necessary to reflect any differences, if any, between the\nestimated Closing Balance Sheet and the Closing Balance Sheet no later than\n60 days before the last date on which the Section 338(h)(10) Election may be\nfiled.  If, 60 days before the last date on which the Section 338(h)(10)\nElection may be filed, Purchaser and GTI have not revised the Allocation\nAgreement as described above, any disputed aspects of such revision shall be\nresolved before the last date on which the Section 338(h)(10) Election may be\nfiled by a national or international accounting firm mutually agreed upon by\nPurchaser and GTI having no material relationship with either Purchaser or\nGTI.  The costs, expenses and fees of such accounting firm shall be borne\nequally by WMC and\/or WMC Delaware and GTI.  Purchaser and GTI agree to act\nin accordance with the allocations contained in the Allocation Agreement in\nany relevant returns or similar filings.\n\n          (j)  GTI shall be responsible for filing any amended consolidated,\ncombined or unitary Tax Returns for any Taxable Period ending on or prior to\nthe Closing Date which are required as a result of examination adjustments\nmade by the Internal Revenue Service or by the applicable state, local or\nforeign taxing authorities for such Taxable Period as finally determined;\nprovided, however, that no such Tax Return shall be filed without the prior\nwritten consent of Purchaser (which shall not be unreasonably withheld or\ndelayed) if such Tax Return would have the effect of materially increasing\nthe Tax liability for WMC and\/or WMC Delaware or materially reducing any net\noperating loss, net capital loss, investment tax credit, foreign tax credit,\n\n                                      45\n\n\n \n\n \ncharitable deduction or other credit or tax attribute of WMC and\/or WMC\nDelaware which could reduce Taxes of WMC and\/or WMC Delaware after the\nClosing (including deductions and credits related to alternative minimum\nTaxes).  For those jurisdictions in which separate Tax Returns are filed by\nWMC and\/or WMC Delaware, any required amended returns resulting from such\nexamination adjustments, as finally determined, shall be prepared by GTI and\nfurnished to WMC and\/or WMC Delaware for approval, signature and filing at\nleast 15 days prior to the due date for filing such Tax Returns.\n\n          (k)  After the date of this Agreement, none of GTI, Glenayre or WMC\nand\/or WMC Delaware or any Affiliated Group shall, as to WMC and\/or WMC\nDelaware, make or change any Tax election, change an annual Tax Accounting\nperiod, adopt or change any Tax election, change an annual Tax Accounting\nperiod, adopt or change any Tax accounting method, file any amended Tax\nReturn, enter into any closing agreement, settle any Tax Claim or assessment,\nsurrender any right to claim a refund of Taxes, consent to any extension or\nwaiver of the statute of limitations period applicable to any Tax claim or\nassessment, if any such election, adoption, change, amendment, agreement,\nsettlement, surrender or consent would have the effect of materially\nincreasing the Tax liability of WMC and\/or WMC Delaware or materially\nreducing any net operating loss, net capital loss, investment tax credit,\nforeign tax credit, charitable deduction or any other credit or tax attribute\nof WMC and\/or WMC Delaware  which could reduce Taxes of WMC and\/or WMC\nDelaware after the Closing (including deductions and credits related to\nalternative minimum Taxes) without the prior written consent of Purchaser\n(which consent shall not be unreasonably withheld or delayed).\n\n          (l)  GTI agrees that it shall not elect to reattribute to itself\npursuant to Treasury Regulation Section 1.1502-20(g) any net operating loss\ncarryovers or net capital loss carryovers of WMC and\/or WMC Delaware.\n\n          (m)  GTI agrees to elect to allocate any consolidated limitation\nunder Section 382 of the Code to WMC and\/or WMC Delaware to provide the\nmaximum use of any net operating loss carryovers of WMC and\/or WMC Delaware.\n\n          (n)  Prior to the Closing, GTI shall cause WMC and\/or WMC Delaware\nto settle all Outstanding Tax Claims  and pay all amounts owing by WMC and\/or\nWMC Delaware, including interest and penalties, incurred by WMC and\/or WMC\nDelaware in connection therewith.\n\n          5.6  Maintenance of Records  Glenayre, GTI and Purchaser each agrees\nthat it will maintain, or in the case of Purchaser cause WMC to maintain, for\nat least six years after the Closing Date (or for such longer period as may be\nrequired by applicable Law) the books, records, and documents of WMC existing\non the Closing Date retained by it or, in the case of Purchaser, retained by\nWMC (collectively, \"WMC Records\").  For so long as each party is required\npursuant to this Section to maintain WMC Records, such party shall or, in the\n\n                                      46\n\n\n \n\n \ncase of Purchaser shall cause WMC  to, permit the other party, during normal\nbusiness hours and upon reasonable prior notice, access to, with the right to\ncopy at such other party's expense, all WMC Records to the extent related to\nthe other party's legitimate business purpose.\n\n          5.7  Further Assurances. GTI, Glenayre and Purchaser each hereby\ncovenants and agrees with the others that at any time and from time to time it\nwill promptly execute and deliver to the other such further assurances,\ninstruments and documents and take such further action as the other may\nreasonably request in order to carry out the full intent and purpose of this\nAgreement, including (i) all actions reasonably requested in order to obtain\nthe Financing contemplated by the Commitment Letter, and (ii) all actions\nnecessary to obtain, prior to the Closing Date, all licenses, certificates,\npermits, consents, approvals, authorizations and orders of Governmental\nAuthorities and parties to contracts relating to the Business as are\nnecessary for the consummation of the Transactions.  At WMC's request, GTI\nshall cause Glenayre Electronics to assign, or enforce for WMC's benefit (at\nWMC's sole cost and expense), all rights of WMC under nondisclosure\nagreements or international distributor agreements or other agreements, in\neach case pertaining to the Business, entered into by GTI or its Affiliates.\n\n          5.8  Fees and Expenses.  GTI, Glenayre and Purchaser shall each bear\ntheir own respective expenses in connection with the negotiation and\npreparation of this Agreement and the consummation of the Transactions,\nincluding the fees and expenses of their respective counsel, investment\nbankers, accountants and consultants.  WMC shall not pay or agree to pay any\nthird-party out-of-pocket fees or expenses (other than incidental expenses that\nare not material in the aggregate) in connection with the negotiation and\npreparation of this Agreement and the consummation of the Transactions or the\nFinancing.\n\n          5.9  Non-Compete; Non-Solicitation.\n\n          (a)  In further consideration of the Purchase Price to be paid\nhereunder (and in recognition of the fact that Glenayre and GTI have had the\nopportunity to become familiar with the trade secrets of WMC and other\nconfidential information of WMC, each of Glenayre and GTI agrees that, until\nthe third anniversary of the Closing Date (the \"Noncompete Period\"), neither\nit nor any of its Affiliates shall directly or indirectly own any interest\nin, manage or control or any Person engaged in, or in any manner engage in,\nthe Business (or any part of the Business that competes in any material\nrespect with WMC) anywhere in the world; provided that nothing in this\nSection 5.9(a) shall prohibit Glenayre or GTI or their respective Affiliates\nfrom (1) being a passive owner of not more than 5% of the outstanding stock\nof any class of a corporation which is publicly traded; (2) engaging in any\nbusiness conducted by GTI or any Affiliate of GTI (other than WMC or WMC Sub)\non the Closing Date; (3) depleting its current inventory of satellite\nreceiver products (less than 70 units in stock) manufactured by GTI or its\n\n                                      47\n\n\n \n\n \nAffiliates; (4) selling products manufactured by third parties that may\ncompete with the products manufactured or sold by WMC so long as (A) the\nproducts do not bear a Glenayre trademark and (B) such products are sold in\nconnection with the sale of products by GTI or its Affiliates which are\notherwise permitted by this Section 5.9(a); and (5) engaging in any business\ncompeting with the Business if (A) such competition results from an\nacquisition by GTI or any Affiliate of GTI (whether by stock or asset\nacquisition, merger, consolidation or otherwise) of the business of another\nPerson (the portion of such business acquired from such Person that competes\nwith the Business being referred to herein as the \"Acquired Competing\nBusiness\"), (B) the net sales derived from such Acquired Competing Business\nare less than $25,000,000 during the last 12 months before such acquisition\nand constitute 15% or less of the total net sales of the business acquired\nfrom such other Person as of the date of such acquisition and (C) GTI or its\nAffiliate promptly offers Purchaser the option to purchase the Acquired\nCompeting Business from Glenayre or its Affiliate on substantially the same\nterms and conditions as Glenayre or its Affiliate acquired the Acquired\nCompeting Business and if Purchaser does not exercise that option by notice\nto Glenayre or its Affiliate within 60 days from receipt by Purchaser of such\noffer, Glenayre or its Affiliate shall (i) within 30 days following receipt\nby Glenayre of Purchaser's notice, engage a nationally recognized investment\nbanking firm reasonably acceptable to Purchaser to sell such Acquired\nCompeting Business, (ii) within 60 days after engaging such firm, distribute\noffering materials to prospective purchasers and WMC and (iii) establish as a\npreliminary deadline for offers for the Acquired Competing Business a date\nwhich is no later than six months following the engagement of the investment\nbanking firm, in each case time being of the essence.  Nothing shall preclude\nWMC from bidding for the Acquired Competing Business in such process. Subject\nto the foregoing, Glenayre or its Affiliate shall in any event divest such\nAcquired Competing Business within 18 months after the acquisition thereof.\nIn addition, the restrictions of this Section 5.9(a) shall terminate upon a\nChange in Control of GTI.\n\n          (b)  Prior to the second anniversary of the Closing Date, none of\nGlenayre or GTI or their respective Affiliates shall induce or attempt to\ninduce any employee of WMC to leave the employ of WMC or hire any person who\nis employed by WMC as of the Closing Date or who was employed by WMC within\n90 days prior to being hired by Glenayre or GTI or their respective\nAffiliates, provided that following a Change of Control that occurs before\nthe second anniversary of the Closing Date, the provisions of this Section\n5.9(b) shall continue until the third anniversary of the Closing Date.\n\n          (c)  If, at the time of enforcement of this Section 5.9, a court\nshall hold that the duration, scope or area restrictions stated herein are\nunreasonable under circumstances then existing, the parties agree that the\nmaximum duration, scope or area reasonable under such circumstances shall be\nsubstituted for the stated duration, scope or area and that the court shall\n\n                                      48\n\n\n \n\n \nbe allowed to revise the restrictions contained herein to cover the maximum\nperiod, scope and area permitted by Law.  Each of Glenayre and GTI agrees\nthat the restrictions contained in this Section 5.9 are reasonable.\n\n\n                                   ARTICLE 6\n\n                                  CONDITIONS\n\n          6.1  Conditions to Each Party's Obligation to Close the\nTransactions.  The respective obligation of each party to close the\nTransactions shall be subject to the fulfillment at or prior to the Closing\nDate of the following conditions, except to the extent that the parties\nhereto may mutually waive in writing any one or more thereof in whole or in\npart:\n\n          (a)  There shall not be pending or threatened by any Governmental\nAuthority any suit, action or proceeding (or by any other Person any suit,\naction or proceeding which has a reasonable likelihood of success), (A)\nchallenging or seeking to restrain or prohibit the Transactions or seeking to\nobtain from Purchaser, GTI, Glenayre or WMC and\/or WMC Delaware in connection\nwith the Transactions any damages that are material, (B) seeking to prohibit\nor limit the ownership or operation by Purchaser or WMC and\/or WMC Delaware\nof any material portion of the business or assets of Purchaser or WMC and\/or\nWMC Delaware, to compel Purchaser or WMC and\/or WMC Delaware to dispose of or\nhold separate any material portion of the business or assets of Purchaser or\nWMC and\/or WMC Delaware in each case as a result of the Transactions, (C)\nseeking to impose any material limitations on the ability of Purchaser to\nacquire or hold, or exercise full rights of ownership of, the Purchased\nCommon Shares, including the right to vote the Purchased Common Shares on all\nmatters properly presented to the stockholders of WMC and\/or WMC Delaware or\n(D) seeking to prohibit Purchaser from effectively controlling in any\nmaterial respect the Business.\n\n          (b)  All consents, authorizations, orders and approvals of any\nGovernmental Authority or filings or registrations with any Governmental\nAuthority (including the expiration or termination of the waiting period\nunder the HSR Act) required in connection with the execution, delivery and\nperformance of this Agreement or necessary to permit Purchaser and WMC to\nconduct the Business following the Closing shall have been obtained or made,\nexcept for filings required to be made after the Closing Date and except\nwhere the failure to have obtained or made any such consent, authorization,\norder, approval, filing or registration would not have a WMC Material Adverse\nEffect.\n\n\n\n\n                                      49\n\n\n \n\n \n          (c)  No temporary restraining order, preliminary or permanent\ninjunction, cease and desist order or other legal prohibition preventing the\npurchase and sale of the Purchased Common Shares shall be in effect.\n\n          6.2  Conditions to Obligations of GTI and Glenayre to Close the\nTransactions.  The obligations of GTI and Glenayre to close the Transactions\nshall be subject to the fulfillment at or prior to the Closing Date of the\nfollowing conditions, except to the extent that GTI and Glenayre may, in their\nsole and absolute discretion, waive in writing any one or more thereof in whole\nor in part:\n\n          (a)  The representations and warranties of Purchaser made in this\nAgreement qualified as to materiality shall be true and correct, and those\nnot so qualified shall be true and correct in all material respects, as of\nthe date hereof and as of the time of the Closing as though made as of such\ntime, except to the extent such representations and warranties expressly\nrelate to an earlier date (in which case such representations and warranties\nqualified as to materiality shall be true and correct, and those not so\nqualified shall be true and correct in all material respects, on and as of\nsuch earlier date).  Purchaser shall have performed or complied in all\nmaterial respects with all obligations and covenants required by this\nAgreement to be performed or complied with by Purchaser by the time of the\nClosing.  Purchaser shall have delivered to GTI and Glenayre a certificate\ndated the Closing Date and signed by an authorized officer of Purchaser\nconfirming the foregoing.\n\n          (b)  GTI and Glenayre shall have received from Purchaser certified\ncopies of resolutions adopted by the Board of Directors of Purchaser\nauthorizing the execution, delivery and performance of this Agreement and the\nPurchaser Additional Agreements and the Transactions.\n\n          (c)  GTI and Glenayre shall have received the Stockholders'\nAgreement, duly executed by Purchaser.\n\n          6.3  Conditions to Obligation of Purchaser to Close the Transactions.\nThe obligations of Purchaser to close the Transactions shall be subject to the\nfulfillment at or prior to the Closing Date of the following conditions,\nexcept to the extent that Purchaser may, in its sole and absolute discretion,\nwaive in writing any one or more thereof in whole or in part:\n\n          (a)  The representations and warranties of GTI and Glenayre made in\nthis Agreement qualified as to materiality shall be true and correct, and\nthose not so qualified shall be true and correct in all material respects, as\nof the date hereof and as of the time of the Closing as though made as of\nsuch time, except to the extent such representations and warranties expressly\nrelate to an earlier date(in which case such representations and warranties\nqualified as to materiality shall be true and correct, and those not so\n\n                                      50\n\n\n \n\n \nqualified shall be true and correct in all material respects, on and as of\nsuch earlier date).  GTI and Glenayre shall have performed or complied in all\nmaterial respects with all obligations and covenants required by this\nAgreement to be performed or complied with by GTI and Glenayre by the time of\nthe Closing.  GTI and Glenayre shall each have delivered to Purchaser a\ncertificate dated the Closing Date and signed by an authorized executive\nofficer of GTI or Glenayre, as applicable, confirming the foregoing.\n\n          (b)  All consents from Governmental Authorities or filings or\nregistrations with any Governmental Authority necessary to permit WMC to\nconduct the Business following the Closing and the consents set forth on\nSchedule 3.4 of the Disclosure Schedules shall have been obtained or made in\nform and substance reasonably satisfactory to Purchaser.\n\n          (c)  Purchaser shall have received from GTI and Glenayre certified\ncopies of all resolutions adopted by the Board of Directors of GTI and\nGlenayre authorizing the execution, delivery and performance of this\nAgreement, the GTI Additional Agreements and the Glenayre Additional\nAgreement (as applicable) and the Transactions.  Purchaser shall have\nreceived from Glenayre Electronics certified copies of all resolutions\nadopted by the Board of Directors of Glenayre Electronics authorizing the\nexecution, delivery and performance of the Glenayre Electronics Agreements.\nPurchaser shall have received from GTI and Glenayre certified copies of all\nresolutions adopted by the Board of Directors of WMC Delaware authorizing the\nexecution, delivery and performance of this Agreement, the WMC Delware\nAdditional Agreements, the Financing and the Transactions.\n\n          (d)  Purchaser shall have received from Glenayre the resignations\nof the officers and directors of WMC listed on Schedule 2.2 of the Disclosure\nSchedules.\n\n          (e)  WMC and Glenayre Electronics shall have entered into the\nTransition Services Agreement.\n\n          (f)  Purchaser shall have received from Glenayre a certificate in\nthe form prescribed by Treasury Regulation Section 1.1445-2(b)(2) certifying\nthat Glenayre is a nonforeign person for purposes of Section 1445 of the\nCode.\n\n          (g)  WMC Delaware shall have received the Term Borrowing and the\nDrawdown in accordance with the terms, and subject to the conditions of the\nCommitment Letter.\n\n          (h)  Purchaser shall have received the Stockholders' Agreement,\nduly executed by Glenayre, WMC Delaware and GTI.\n\n\n\n                                      51\n\n\n \n\n \n          (i)  Purchaser shall have received reasonable assurances that WMC\nSub is no longer a subsidiary of WMC.\n\n          (j)  Purchaser shall have received the Assignment and the License\nAgreements, each duly executed by Glenayre Electronics and WMC.\n\n          (k)  WMC shall have been released as a guarantor of any borrowing\nor other obligation of GTI, Glenayre or their Affiliates.\n\n          (l)  The Sunnyvale Lease shall have been assigned from Glenayre\nElectronics to WMC, pursuant to an assignment in form and substance\nreasonably satisfactory to Purchaser.\n\n\n                                   ARTICLE 7\n\n                                INDEMNIFICATION\n\n          7.1  Indemnification by GTI and Glenayre.  Subject to the limitations\nset forth in Section 7.4, GTI and Glenayre shall jointly and severally\nindemnify and hold harmless the Purchaser Indemnified Parties from and\nagainst any and all Loss or Losses that any of them shall incur, arising out\nof (1) the breach of any representation or warranty made by GTI or Glenayre\nin this Agreement; (2) any breach of any covenant to be performed by GTI or\nGlenayre under this Agreement; (3) any Taxes imposed on or payable by WMC\nwhich are not accrued (without taking into account any accrual for deferred\ntaxes reflecting differences between tax and book bases in assets and\nliabilities) in calculating the Closing Net Worth (w) with respect to any\nTaxable Period or portion thereof that ends on or before the Closing Date,\n(x) as a result of the Section 338(h)(10) Election with respect to the\nacquisition of the Purchased Common Shares as referred to in Section 5.5(i)\nhereof, (y) under Treasury Regulation Section 1.1502-6(a) (or any similar\nprovision of state, local or foreign Law) by reason of WMC being included in\nany consolidated, affiliated, combined or unitary group at any time on or\nbefore the Closing Date as a transferee, by contract or otherwise or (z)\nrelating to any payments required to be made under any Tax indemnity, Tax\nsharing, Tax allocation agreement or similar agreement; or (4) the claim\nasserted by Custom Telecommunications, Inc. described in Item #2(d) of\nSchedule 3.9(e) of the Disclosure Schedules or (5) the conduct, operation or\nownership of WMC Delaware on and prior to October 25, 1999.\n\n          7.2  Procedure.\n\n          (a)  If any matter shall arise that may give rise to a claim by a\nPurchaser Indemnified Party against GTI or Glenayre under the provisions of\nSection 7.1 or by a Glenayre Indemnified Party against Purchaser under the\nprovisions of Section 7.5 (in either case, an \"Indemnity Claim\"), the party\n\n                                      52\n\n\n \n\n \nor parties claiming indemnification (the \"Indemnified Party\") shall give\nwritten notice thereof (the \"Notice of Claim\") to the party or parties\nagainst whom indemnification is claimed (the \"Indemnifying Party\") as\npromptly as reasonably practicable, stating the specific nature of the\nIndemnity Claim with reasonable detail as to the alleged basis of the\nIndemnity Claim and the Section of this Agreement of which a violation is\nalleged, provided, however, that failure to give such notification shall not\naffect the indemnification provided hereunder except to the extent (and only\nto the extent) the Indemnifying Party shall have been prejudiced as a result\nof such failure.  Subject to Section 5.5(d), if any Indemnity Claim is based\nupon any claim, demand, suit or action of any third party against an\nIndemnified Party (a \"Third Party Claim\"), then the Indemnified Party shall\nor, in the event Purchaser is the Indemnified Party shall cause WMC to,\nundertake the defense of such Third Party Claim, shall conduct such defense\nas would be reasonable and prudent Person to whom no indemnity were available\nand shall permit the Indemnifying Party (at its sole expense) to participate\nin (but not control) such defense.  The Indemnified Party shall periodically\nconsult with the Indemnifying Party and keep the Indemnifying Party informed\nof any settlement negotiations and the status thereof with respect to such\nThird Party Claim.\n\n          (b)  If the Indemnified Party and the Indemnifying Party are unable\nto resolve an Indemnity Claim within 45 days after the Indemnifying Party\nreceives the Notice of Claim, then the Indemnity Claim shall be referred by\nIndemnified Party to, and be settled by, binding arbitration in accordance\nwith the then applicable Rules of Commercial Arbitration of the American\nArbitration Association.  The arbitration panel or arbitrator (as applicable)\nshall be selected as provided in Section 7.2(c).  The  arbitration panel or\narbitrator (as applicable) shall determine the amount, if any, of the\nIndemnity Claim which is proper.  The venue of the arbitral proceedings shall\nbe in New York, New York.  In reaching a decision, the arbitration panel or\narbitrator (as applicable) shall apply the principles of law of a New York\ncourt, in applying New York law, would use in the event of litigation on the\nsame issues.  The arbitration panel or arbitrator (as applicable) shall\npermit and facilitate such discovery as any of the parties to the arbitration\nshall reasonably request.  The decision rendered by the arbitration panel or\narbitrator (as applicable) shall be final and binding on the Indemnified\nParty and then Indemnifying Party.  Judgment on the award rendered by the\narbitration panel or arbitrator (as applicable) may be entered in any court\nhaving jurisdiction thereof.  The fees and expenses incurred in connection\nwith such arbitration (including attorneys' fees) shall be borne by the\nIndemnified Party and the Indemnifying Party in inverse proportion as they\nmay prevail on matters resolved by such arbitration panel or arbitrator (as\napplicable), which proportionate allocations shall also be determined by such\narbitration panel or arbitrator (as applicable) at the time judgment is\nrendered thereby.\n\n\n                                      53\n\n\n \n\n \n          (c)  If the Indemnified Party and the Indemnifying Party cannot\nresolve an Indemnity Claim within the 45-day period specified in Section\n7.2(b), then promptly thereafter the Indemnified Party shall name an\nindividual to serve as an arbitrator on the arbitration panel to determine\nthe Indemnity Claim and shall give the Indemnifying Party notice thereof;\nwithin 10 days after such notice, the Indemnifying Party shall name a second\nindividual to serve as an arbitrator on such arbitration panel.  If the\nIndemnifying Party does not name a second individual to serve on the\narbitration panel within such 10-day period, then the arbitrator named by the\nIndemnified Party shall serve as the sole arbitrator.  If the individual\nnamed by the Indemnifying Party and the individual named by the Indemnified\nParty, respectively, cannot agree on a third member within 10 days, then the\nselection of a third individual to serve on the arbitration panel shall be\nmade by the American Arbitration Association or if the American Arbitration\nAssociation fails to choose an arbitrator within 15 days after request by the\nIndemnified Party or the Indemnifying Party, the third arbitrator shall be\nappointed upon the application of either the Indemnified Party or the\nIndemnifying Party to the United States District Court of the Southern\nDistrict of New York, or, in the event the jurisdictional requirements of\nsuch Court are not satisfied, to the State Supreme Court of New York County,\nNew York.\n\n          7.3  Definition of Loss or Losses.  For purposes of this Agreement,\n\"Loss\" or \"Losses\" shall mean any and all liabilities, losses, damages, fees,\nfines, Taxes, penalties, costs and expenses (including reasonable\naccountants' and attorneys' fees) of every nature and character.  The amount\nof any indemnified Loss hereunder shall be reduced by the amount of (i)\ninsurance proceeds net of deductibles actually used and incidental expenses\nand premium increases reasonably anticipated to result therefrom, (ii)\nproceeds or amounts actually received from third parties directly with\nrespect to such Loss (regardless of when received), and (iii) any actual Tax\nbenefits which are currently realizable by the Indemnified Party in\nconnection with or as a result of such Loss. To the extent such Loss does not\ngive rise to a currently realizable Tax Benefit, and instead gives rise to a\nsubsequently realized Tax benefit to the Indemnified Party,  such party shall\nrefund to the Indemnifying Party the amount of such Tax benefit when, as and\nif realized.  The amount of any indemnifiable Loss hereunder shall also be\nincreased by the amount of any current Tax cost incurred by the Indemnified\nParty arising from the receipt of indemnity payments hereunder.  In computing\nthe amount of any such Tax cost or Tax benefit, the Indemnified Party shall\nbe deemed to recognize all other items of income, gain, loss, deduction, or\ncredit before recognizing any item arising from the receipt of any indemnity\npayment hereunder or the incurrence or payment of any indemnified Loss.  Any\nindemnity payment under this Agreement shall be treated as an adjustment to\nthe Purchase Price for Tax purposes, unless otherwise required by Law.\n\n\n\n                                      54\n\n\n \n\n \n          7.4  Limitation of GTI's and Glenayre's Liability.  Notwithstanding\nany provision of the Agreement to the contrary, except in the case of actual\ncommon law fraud on the part of GTI, Glenayre or WMC the liability of GTI and\nGlenayre to Purchaser and the Purchaser Indemnified Parties shall be limited\nas follows:\n\n          (a)  After the Closing GTI and Glenayre shall not be liable or\nresponsible in any manner whatever to Purchaser or the Purchaser Indemnified\nParties, whether for indemnification or otherwise, except for indemnity as\nexpressly provided in this Article 7, and this Article 7 provides the\nexclusive remedy and cause of action of Purchaser or any of the Purchaser\nIndemnified Parties against GTI and Glenayre with respect to any matter\narising out of or in connection with this Agreement or the Transactions\n(except for equitable relief in the nature of specific performance or\ninjunctive relief).\n\n          (b)  GTI and Glenayre shall not have any liability with respect to\nany Loss to the extent (and only to the extent) that GTI or Glenayre is\nprejudiced as a result of (i) Purchaser's failure to take, or cause to be\ntaken, such action as may be reasonably necessary under the circumstances to\nprotect its interests and to otherwise mitigate the Loss, or (ii) Purchaser's\nfailure to provide GTI and Glenayre with prompt and continuing notice as\nprovided in Section 5.5(d) or 7.2(a), as applicable.\n\n          (c)  GTI and Glenayre shall not have any liability for any Loss or\nLosses otherwise indemnifiable under Section 7.1(1) or 7.1(4), other than\nwith respect to breaches of Sections 3.2, 3.3, 3.7 and 3.15, Tax matters\nunder Section 5.5 and Indemnity Claims under Section 7.1(3), to the extent of\nthe first $750,000 on a cumulative aggregate basis, of such Loss or Losses.\n\n          (d)  GTI and Glenayre shall not have any liability to Purchaser\nunder Section 7.1 for any Loss or Losses, other than with respect to breaches\nof Sections 3.2, 3.3, 3.7  and 3.15, Tax matters under Section 5.5 and\nIndemnity Claims under Section 7.1(3), on a cumulative aggregate basis, in\nexcess of 33 1\/3% of the total amount of  the Purchase Price (as adjusted\npursuant to Section 2.3) and the Redemption Price.\n\n          (e)  GTI and Glenayre shall not have any liability for any Loss\notherwise indemnifiable under Section 7.1(1), other than with respect to\nbreaches of Sections 3.2, 3.3, 3.7 and 3.15, Tax matters under Section 5.5\nand Indemnity Claims under Section 7.1(3),  arising out of any matter\ndisclosed in all material respects in the Disclosure Schedules or in any\ncertificate provided by GTI or Glenayre to Purchaser on or before the\nClosing.\n\n          (f)  GTI and Glenayre shall not have any liability for any Loss\notherwise indemnifiable hereunder with respect to which a Notice of Claim has\n\n                                      55\n\n\n \n\n \nnot been given to GTI and Glenayre within the applicable time periods set\nforth in Section 9.1.\n\n          (g)  Purchaser shall have no right to indemnification under Section\n7.1 with respect to any Loss to the extent that the matter forming the basis\nfor such Loss was specifically taken into account in the calculation of the\nClosing Net Worth (that is, no \"double counting\").\n\n          (h)  The limitations of Section 7.4(c), (d) and (e) shall not apply\nto breaches of Sections 3.2, 3.3, 3.7 and 3.15, Tax matters under Section 5.5\nor Indemnity Claims under Section 7.1(3).\n\n          7.5  Indemnification by Purchaser.  Purchaser shall indemnify and\nhold harmless the Glenayre Indemnified Parties from and against all Loss or\nLosses that any of them incur, arising out of (1) the breach of any\nrepresentation or warranty made by Purchaser in this Agreement,  (2) any\nbreach of any covenant to be performed by Purchaser under this Agreement or\n(3) any liability of GTI or Glenayre Electronics with respect to the\nSunnyvale Lease arising following the Closing with respect to the period\nfollowing the Closing.\n\n\n                                   ARTICLE 8\n\n                                  TERMINATION\n\n          8.1  Termination by Mutual Consent.  This Agreement may be\nterminated and the Transactions may be abandoned at any time prior to the\nClosing Date, by the mutual written consent of GTI, Glenayre and Purchaser.\n\n          8.2  Termination by GTI, Glenayre or Purchaser.  This Agreement may\nbe terminated and the Transactions may be abandoned by either GTI, Glenayre\nor Purchaser if (1) the Transactions shall not have been consummated by\nNovember 15, 1999; provided, however, that the party (or its Affiliates)\nseeking to terminate this Agreement pursuant to this clause (1) has not\ncaused such failure to close by any action or inaction constituting a breach\nof any of its representations, warranties, commitments or agreements\ncontained in this Agreement, or (2) any Governmental Authority shall have\nissued an order, decree or ruling or taken any other action permanently\nrestraining, enjoining or otherwise prohibiting the Transactions and such\norder, decree, ruling or other action shall have become final and\nnonappealable; provided, however, that the party (or its Affiliates) seeking\nto terminate this Agreement pursuant to this clause (2) shall have used all\nreasonable efforts to remove such order, decree, ruling or action or to enter\ninto any agreement contemplated by this Agreement to be entered into prior to\nthe Closing.\n\n\n                                      56\n\n\n \n\n \n          8.3  Termination by GTI and Glenayre.  This Agreement may be\nterminated and the Transactions may be abandoned at any time prior to the\nClosing Date by action or authorization of GTI and Glenayre if (1) there has\nbeen a material breach by Purchaser of any representation or warranty\ncontained in this Agreement; (2) there has been a material breach of any of\nthe covenants or agreements set forth in this Agreement on the part of\nPurchaser, which breach is not curable or, if curable, is not cured within 30\ndays after written notice of such breach is given by GTI and Glenayre to\nPurchaser; or (3) all of the conditions precedent to Purchaser's obligation\nto close the Acquisition shall have been satisfied for at least five Business\nDays (other than conditions that by their terms are to be satisfied at the\nClosing) but Purchaser shall nevertheless willfully refuse to close the\nTransactions for any reason other than those set forth in Sections 8.2 and\n8.4.\n\n          8.4  Termination by Purchaser.  This Agreement may be terminated\nand the Transactions may be abandoned at any time prior to the Closing Date\nby action or authorization of Purchaser if (1) there has been a breach by GTI\nor Glenayre of any representation or warranty contained in this Agreement\nwhich would be reasonably likely to have a WMC Material Adverse Effect; (2)\nthere has been a material breach of any of the covenants or agreements set\nforth in this Agreement on the part of GTI or Glenayre, which breach is not\ncurable or, if curable, is not cured within 30 days after written notice of\nsuch breach is given by Purchaser to GTI and Glenayre; or (3) all of the\nconditions precedent to GTI's and Glenayre's obligations to close the\nTransactions shall have been satisfied for at least five Business Days (other\nthan conditions that by their terms are to be satisfied at the Closing) but\nGTI and Glenayre shall nevertheless willfully refuse to close the\nTransactions for any reason other than those set forth in Sections 8.1 and\n8.3.\n\n          8.5  Effect of Termination and Abandonment.  Upon termination of\nthis Agreement pursuant to this Article, this Agreement shall be void and of\nno further effect, and there shall be no liability by reason of this\nAgreement or the termination thereof on the part of any party hereto or on\nthe part of the respective directors, officers, employees, agents or\nshareholders of any of them, in each case except for the provisions of (i)\nthe NDA relating to the obligation of Purchaser to keep confidential certain\ninformation and data obtained by it, (ii) Sections 2.1(a) and 5.8 relating to\ncertain expenses, (iii) Section 5.7 relating to finder's fees and broker's\nfees, (iv) Sections 8.1, 8.2, 8.3 and 8.4 and this Section 8.5.  Nothing in\nthis Section 8.5 shall be deemed to release any party from any liability for\nany breach by such party of the terms and provisions of this Agreement or to\nimpair the right of any party to compel specific performance by any other\nparty of its obligations under this Agreement.\n\n\n\n                                      57\n\n\n \n\n \n          8.6  Extension; Waiver.  At any time prior to the Closing Date, GTI\nand Glenayre, on the one hand, or Purchaser, on the other hand, may (1)\nextend the time for the performance of any of the obligations or other acts\nof the other parties hereto, (2) waive any inaccuracies in the\nrepresentations and warranties made to such party contained herein or in any\ndocument delivered pursuant hereto and (3) waive compliance with any of the\nagreements or conditions for the benefit of such party contained herein.  Any\nagreement on the part of GTI, Glenayre or Purchaser to any such extension or\nwaiver shall be valid only if set forth in an instrument in writing signed on\nbehalf of such party.\n\n\n                                   ARTICLE 9\n\n                              GENERAL PROVISIONS\n\n          9.1  Effectiveness of Representations, Warranties and Covenants.\n\n          (a)  The representations and warranties in this Agreement shall\nsurvive the Closing as follows:\n\n               (1)  the representations and warranties set forth in Section\n     3.7 (Tax Matters) shall expire five years after the Closing Date, but\n     Indemnity Claims with respect to Taxes may be made under Section 7.1(3)\n     until the expiration of the 30 day period following the statute of\n     limitations with respect to matters covered by Section 7.1(3);\n\n               (2)  the representations and warranties set forth in Section\n     3.16 (Environmental Laws) shall survive until the expiration of two\n     years after the Closing Date;\n\n               (3)  the representations and warranties set forth in Section\n     3.2 (Capitalization), Section 3.3 (Authorization), Section 3.15\n     (Brokers), Section 4.2 (Authorization), Section 4.6 (Investment\n     Representations) and Section 4.7 (Brokers) shall not terminate; and\n\n               (4)  all other representations and warranties in this\n     Agreement shall terminate on the later of (A) 60 days after receipt by\n     the Purchaser of WMC's audited financial statements for the year ended\n     December 31, 1999 and (B) April 30, 2001;\n\nprovided that any representation or warranty in respect of which indemnity\nmay be sought under Section 7.1 and the indemnity with respect thereto, shall\nsurvive the time at which it would otherwise terminate pursuant to this\nSection 9.1 if a Notice of Claim with respect to the inaccuracy or breach or\npotential inaccuracy or breach thereof shall have been given to the party\nagainst whom such indemnity may be sought prior to such time.\n\n                                      58\n\n\n \n\n \n          (b)  The covenants and all other agreements in this Agreement shall\nsurvive until the expiration of the applicable statute of limitations with\nrespect to the liabilities in question.\n\n          9.2  Notices.  All notices and other communications given or made\npursuant hereto shall be in writing and shall be deemed to have been duly\ngiven or made as of the date delivered, mailed or transmitted, if delivered\npersonally or mailed by registered or certified mail (postage prepaid, return\nreceipt requested) to the parties at the following addresses (or at such\nother address for a party as shall be specified by like changes of address)\nor sent by electronic transmission to the facsimile numbers specified below:\n\n          (a)  If to Glenayre:\n\n               GTI Acquisition Corp.\n               One Capital Place\n               P.O. Box 1034\n               Grand Cayman, British West Indies\n               Attention:  President\n               Facsimile No.:  (345) 949-8499\n\n               with copies to:\n\n               Glenayre Technologies, Inc.\n               5935 Carnegie Boulevard\n               Charlotte, North Carolina 28209\n               Attention: President\n               Facsimile No.: (704) 553-7878\n\n               Kennedy Covington Lobdell &amp; Hickman, L.L.P.\n               Bank of America Corporate Center\n               100 N. Tryon Street\n               Suite 4200\n               Charlotte, NC 28202\n               Attention:  Eugene C. Pridgen\n               Facsimile No.:  (704) 331-7598\n\n          (b)  If to GTI:\n\n               Glenayre Technologies, Inc.\n               5935 Carnegie Boulevard\n               Charlotte, North Carolina 28209\n               Attention:  President\n               Facsimile No.:  (704) 553-7878\n\n\n\n\n                                      59\n\n\n \n\n \n               with a copy to:\n\n               Kennedy Covington Lobdell &amp; Hickman, L.L.P.\n               Bank of America Corporate Center\n               100 N. Tryon Street\n               Suite 4200\n               Charlotte, NC 28202\n               Attention:  Eugene C. Pridgen\n               Facsimile No.:  (704) 331-7598\n\n          (c)  If to Purchaser:\n\n               WMC Holding Corp.\n               c\/o Leeward Technology Partners\n               101 California Street\n               Suite 2825\n               San Francisco, CA 94111\n               Attention:  Jonathan N. Zakin\n               Facsimile No.:  (415) 772-9289\n\n               and:\n\n               WMC Holding Corp.\n               c\/o Ripplewood Holding LLC\n               One Rockefeller Plaza\n               32nd Floor\n               New York, NY 10020\n               Attention:  Jeff Hendren\n               Facsimile No.:  (212) 218-2778\n\n               with a copy to:\n\n               Simpson Thacher &amp; Bartlett\n               3373 Hillview Avenue\n               Palo Alto, CA 94304\n               Attention:  Daniel Clivner\n               Facsimile No.:  (650) 251-5002\n\n          9.3  Assignment; Binding Effect; Benefit.  Neither this Agreement\nnor any of the rights, interests or obligations hereunder shall be assigned\nby any of the parties hereto without the prior written consent of the other\nparties, except that Purchaser may assign this Agreement and its rights and\nobligations hereunder in connection with a merger or consolidation involving\nWMC or in connection with a sale of stock or assets of WMC or other\ndisposition of WMC or the Business.  Notwithstanding the foregoing, without\nthe consent of Glenayre and GTI, (a) Purchaser may assign its right to\npurchase the Purchased Common Shares or any portion thereof hereunder and its\n\n                                      60\n\n\n \n\n \nrelated obligations hereunder (including with respect to Employees) to an\nAffiliate of Purchaser and (b) Purchaser may assign its rights hereunder by\nway of security and such secured party may assign such rights by way of\nexercise of remedies; provided, however, that no assignment shall limit or\naffect the assignor's obligations hereunder.  Subject to the preceding\nsentences, this Agreement shall be binding upon and shall inure to the\nbenefit of the parties hereto and their respective successors and permitted\nassigns.  Any attempted assignment in violation of this Section 9.3 shall be\nvoid.\n\n          9.4  Entire Agreement.  Except for the Non-Disclosure Agreement,\ndated as of June 25, 1999, between GTI and Ripplewood Holdings (the \"NDA\"),\nthis Agreement (together with the other agreements contemplated hereunder)\nand the Disclosure Schedules constitute the entire agreement among the\nparties with respect to the subject matter hereof and supersede all prior\nagreements and understandings among the parties with respect thereto.\n\n          9.5  Amendment.  This Agreement may not be modified or amended,\nexcept by an instrument in writing signed on behalf of Glenayre, GTI and\nPurchaser.\n\n          9.6  Governing Law.  The validity of this Agreement, the\nconstruction of its terms and the determination of the rights and duties of\nthe parties hereto shall be governed by and construed in accordance with the\nlaws of the United States and those of the State of New York applicable to\ncontracts made and to be performed wholly within such state and\nwithout regard to the conflict of laws principles thereof.\n\n          9.7  Counterparts.  This Agreement may be executed by the parties\nhereto in separate counterparts, each of which when so executed and delivered\nshall be an original, but all such counterparts shall together constitute one\nand the same instrument.  Each counterpart may consist of a number of copies\nhereof each signed by less than all, but together signed by all of the\nparties hereto.\n\n          9.8  Severability.  Any term or provision of this Agreement which\nis invalid or unenforceable in any jurisdiction shall, as to that\njurisdiction, be ineffective to the extent of such invalidity or\nunenforceability without rendering invalid or unenforceable the remaining\nterms and provisions of this Agreement or affecting the validity or\nenforceability of any of the terms or provisions of this Agreement in any\nother jurisdiction.  If any provision of this Agreement is so broad as to be\nunenforceable, the provision shall be interpreted to be only so broad as is\nenforceable.\n\n\n\n\n                                      61\n\n\n \n\n \n          IN WITNESS WHEREOF, the parties have executed this Agreement as of\nthe day and year first written above.\n\n                      GTI ACQUISITION CORP.\n\n\n                      By:  \/s\/   John C. Berens\n                           ---------------------------\n                      Name:   John C. Berens\n                      Title:  President\n\n\n                      GLENAYRE TECHNOLOGIES, INC.\n\n\n                      By:  \/s\/  Clarke H. Bailey\n                           ----------------------------\n                      Name:  Clarke H. Bailey\n                      Title: Chairman\n\n\n                      WESTERN MULTIPLEX CORPORATION, a California corporation\n\n\n                      By:  \/s\/  Stanley C. Cipcienski\n                           ----------------------------\n                      Name:   Stanley C. Cipcienski\n                      Title:  Chief Financial Officer\n\n\n                      WESTERN MULTIPLEX CORPORATION, a Delaware corporation\n\n\n                      By:  \/s\/  Jeffrey M. Hendren\n                           ---------------------------\n                      Name:   Jeffrey M. Hendren\n                      Title:  Secretary\n\n                      WMC HOLDING CORP.\n\n\n                      By:   \/s\/  Jeffrey M. Hendren\n                           --------------------------\n                      Name:   Jeffrey M. Hendren\n                      Title:  Vice President\n<type>EX-2.2\n<sequence>3\n<description>AMENDMENT TO ACQUISITION AGREEMENT 10-31-99\n\n\n \n                                                                     EXHIBIT 2.2\n\n\n\n\n                                   AMENDMENT\n                                      TO\n                             ACQUISITION AGREEMENT\n\n\n          AMENDMENT (this \"Amendment\"), dated as of October 31, 1999, by and\namong GTI ACQUISITION CORP., a Delaware corporation (\"Glenayre\"); GLENAYRE\nTECHNOLOGIES, INC., a Delaware corporation (\"GTI\"); WESTERN MULTIPLEX\nCORPORATION, a California corporation (\"WMC California\"); WESTERN MULTIPLEX\nCORPORATION, a Delaware corporation (\"WMC Delaware\") and WMC HOLDING CORP., a\nDelaware corporation (\"Purchaser\"), to the Acquisition Agreement, dated as of\nSeptember 30, 1999, by and among Glenayre, GTI, WMC California and Purchaser\n(the \"Acquisition Agreement\").\n\n                             STATEMENT OF PURPOSE\n\n          Glenayre, GTI, WMC California and Purchaser are parties to the\nAcquisition Agreement;\n\n          The Acquisition Agreement provided that the parties would\nreasonably cooperate prior to the Closing to ensure that the Redemption\ncomplies with the applicable corporate law requirements and requirements for\n\"recap accounting\" treatment, including making appropriate modifications to\nthe Acquisition Agreement, if necessary;\n\n          In connection therewith, Glenayre has contributed 100% of the\ncapital stock of WMC California to WMC Delaware, a wholly owned subsidiary of\nGlenayre, in exchange for 80,000,000 shares of Class B Common Stock, par\nvalue $.01 per share, of WMC Delaware, and the parties desire that the\nTransactions (other than the Charter Amendment) shall apply with respect to\nthe Class B Common Stock of WMC Delaware rather than the common stock of WMC\nCalifornia, as provided in the Acquisition Agreement;\n\n          Glenayre, GTI, WMC California and Purchaser therefore desire to\namend the Acquisition Agreement to reflect the foregoing changes and to add\nWMC Delaware as a party thereto.\n\n          NOW, THEREFORE, in consideration of the Statement of Purpose and of\nthe mutual agreements contained herein, the parties hereto do hereby agree as\nfollows:\n\n\n\n\n\n\n \n\n \n1.  Amendment of the Preamble.\n    -------------------------\n\n     a.   The Preamble of the Acquisition Agreement is hereby amended in its\nentirety to read as follows:\n\n     \"THIS ACQUISITION AGREEMENT (this \"Agreement\") is executed as of\n     September 30, 1999 by and among GTI ACQUISITION CORP., a Delaware\n     corporation (\"Glenayre\"); GLENAYRE TECHNOLOGIES, INC., a Delaware\n     corporation (\"GTI\"); WESTERN MULTIPLEX CORPORATION,  a California\n     corporation (\"WMC\" or \"WMC California\"); WESTERN MULTIPLEX CORPORATION,\n     a Delaware corporation (\"WMC Delaware\"); and WMC HOLDING CORP., a\n     Delaware corporation (\"Purchaser\").\"\n\n     b.   Except as amended by this Amendment, all references to \"WMC\" in the\nAcquisition Agreement shall be deemed references to \"WMC California\".\n\n2.  Amendment of the Statement of Purpose.\n    -------------------------------------\n\n     a.   The Statement of Purpose of the Acquisition Agreement is hereby\namended in its entirety to read as follows:\n\n     \"Glenayre, a wholly-owned subsidiary of GTI, owns all of the issued and\n     outstanding capital stock of WMC Delaware, which consists of 80,000,000\n     shares of Class B Common Stock, par value $.01 per share (the \"WMC\n     Delaware Class B Common Stock\").\n\n     The parties desire that WMC enter into (i) two term loan facilities\n     (collectively, the \"Term Facilities\") under which WMC will borrow the\n     aggregate principal amount of $22,000,000 (the \"Term Borrowing\") and\n     (ii) a $10 million revolving credit facility (the \"Revolving Facility\")\n     under which WMC will draw down $2 million at the Closing (the\n     \"Drawdown\"), in each case with certain providers of financing arranged\n     by Purchaser and on substantially the terms set forth in the commitment\n     letter attached as Exhibit 1 to this Agreement (the \"Commitment\n     Letter\").\n\n     The proceeds from the Term Borrowing shall be used by WMC to redeem from\n     Glenayre 42,000,000 shares of WMC Delaware Class B Common Stock (the\n     \"Redeemed Shares\") for $21,000,000, as a result of which Glenayre shall\n     continue to hold 38,000,000 shares of WMC Delaware Class B Common Stock\n     immediately after such redemption (the \"Redemption\").\n\n     Immediately after the Redemption, Glenayre desires to sell to Purchaser,\n     and Purchaser desires to purchase from Glenayre, 35,955,000 shares of\n     WMC Delaware Class B Common Stock (the \"Purchased Common Shares\") on the\n     terms and subject to the conditions set forth herein, as a result of\n     which Glenayre shall continue to hold 2,045,000 shares of WMC Delaware\n     Class B Common Stock (the \"Retained Shares\").\"\n\n\n                                      -2-\n\n\n \n\n \n3.  Amendment of Article 1\n    ----------------------\n\n     a.   Section 1.1. of the Acquisition Agreement is hereby amended by\ndeleting the references to  \"Charter Amendment\".  Sections 1.1\n(Transactions), 3.3(d), 3.4(b)(4), 5.2(c)(1) and 5.8 of the Acquisition\nAgreement are hereby amended by deleting the reference to \"Charter Amendment\"\ncontained therein.\n\n     b.   Section 1.1. of the Acquisition Agreement is hereby amended by\ndeleting the definition of \"Old WMC Shares\" and inserting in lieu thereof the\nfollowing:\n\n          \"'Old WMC California Shares\"is defined in Section 3.2(b).\"\n\n     c.   Section 1.1. of the Acquisition Agreement is hereby amended by\ndeleting the definition of \"Stockholders' Agreement\" and inserting in lieu\nthereof the following:\n\n          \"Stockholders' Agreement\" means the Stockholders' Agreement among\n          Glenayre, GTI, WMC Delaware and Purchaser substantially in the\n          form of Exhibit 4 to this Agreement.\"\n\n     d.   Section 1.1 of the Acquisition Agreement is hereby amended by\nadding the following definitions, in alphabetical order:\n\n          \"'WMC\" or \"WMC California\" shall mean Western Multiplex\n          Corporation, a California corporation, and its successors.\"\n\n          \"'WMC Delaware' shall mean Western Multiplex Corporation, a\n          Delaware corporation, and its successors.\"\n\n          \"'WMC Class B Common Stock\" means the Class B Common Stock of WMC\n          Delaware, par value $.01 per share.\"\n\n4.  Amendment of Article 2\n    ----------------------\n\n     a.   Section 2.1(a) of the Acquisition Agreement is  hereby amended in\nits entirety to read as follows:\n\n          \"WMC Delaware shall enter into the Term Facilities and the\n          Revolving Facility and make the Term Borrowing and the Drawdown.\"\n\n     b.   Section 2.1(b) of the Acquisition Agreement is  hereby amended in\nits entirety to read as follows:\n\n          \"WMC Delaware shall effect the Redemption for $21,000,000 (the\n          \"Redemption Price\"), payable by wire transfer of immediately\n\n                                      -3-\n\n\n \n\n \n          available funds to an account designated by Glenayre (such\n          designation to be not less than two Business Days before the\n          Closing Date).  The Redeemed Shares shall be assigned, transferred\n          and delivered by Glenayre to WMC Delaware upon redemption free and\n          clear of all Liens.\"\n\n     c.   Section 2.1(d) of the Acquisition Agreement is  hereby amended by\ndeleting the reference to \"$18,031,000\" in the fourth line and inserting in\nlieu thereof the number \"$17,977,500.\"\n\n     d.   Paragraphs (1) and (2) of Section 2.2(b) of the Acquisition\nAgreement are hereby amended in their entirety to read as follows:\n\n          \"(1)  WMC Delaware shall execute the agreements and notes\n                relating to the Term Facilities and the Revolving\n                Facility and make the Term Borrowing and the Drawdown.\n\n          (2)  WMC Delaware shall pay to Glenayre the Redemption Price as set\n               forth in Section 2.1(b), and Glenayre shall deliver to WMC\n               Delaware certificates for all of the Redeemed Shares, together\n               with accompanying stock powers duly endorsed in blank.\"\n\n     e.   Paragraph (3) of Section 2.2(b) of the Acquisition Agreement is\nhereby amended by substituting clause (viii) in its entirety to read as\nfollows:\n\n          \"the Stockholders' Agreement, duly executed by GTI, Glenayre and\n          WMC Delaware,\"\n\n5.  Amendment of Article 3\n    ----------------------\n\n     a.   Section 3.1 of the Acquisition Agreement is  hereby amended by\nadding the following sentence at the end thereof:\n\n          \"WMC Delaware is a corporation duly organized, validly existing and\n          in good standing under the Laws of the State of Delaware and has\n          the requisite corporate power and authority to own, lease and\n          operate its properties, to enter into this Agreement and the\n          Stockholders' Agreement and to consummate the Transactions. WMC\n          Delaware is not qualified or licensed as a foreign corporation.\"\n\n     b.   Section 3.2 of the Acquisition Agreement is  hereby amended by\nadding a new paragraph (a) as follows and renumbering the existing paragraph\nas paragraph (b):\n\n\n\n                                      -4-\n\n\n \n\n \n          \"The authorized capital stock of WMC Delaware consists of\n          200,000,000 shares of common stock of WMC, consisting of\n          100,000,000 shares of Class A Common Stock, par value $.01 per\n          share and 100,000,000 shares of WMC Delaware Class B Common Stock,\n          of which only 80,000,000 Shares of WMC Delaware Class B Common\n          Stock are issued and outstanding.  No shares of Class A Common\n          Stock have been issued.  All of the issued and outstanding shares\n          of WMC Delaware Class B Common Stock have been, and all of the\n          Redeemed Shares, Purchased Common Shares and Retained Shares will\n          be, duly authorized and validly issued, are or will be fully paid\n          and nonassessable, are not or will not be subject to or issued in\n          violation of any purchase option, call option, right of first\n          refusal, preemptive right, subscription right or any similar right\n          under any provision of the General Corporation Law of Delaware, the\n          Articles of Incorporation or Bylaws of WMC Delaware or any Contract\n          to which WMC Delaware is a party or otherwise bound and are or will\n          be owned by Glenayre, free and clear of any Liens except for this\n          Agreement and the Stockholders' Agreement and the restrictions on\n          transferability imposed by federal and state securities Laws.\n          Immediately  prior to the Closing, Glenayre will be the owner\n          beneficially and of record of, and have good and valid title to,\n          all the Redeemed Shares, the Purchased Common Shares and the\n          Retained Shares, and immediately after the Closing, Glenayre will\n          be the owner beneficially and of record of all the Retained Shares,\n          in each case free and clear of any Liens, except for the\n          restrictions on transferability imposed by federal and state\n          securities Laws and the Stockholders' Agreement. Assuming Purchaser\n          has the requisite power and authority to be the lawful owner of the\n          Purchased Common Shares, upon delivery to Purchaser at the Closing\n          of certificates representing the Purchased Common Shares, duly\n          endorsed by Glenayre for transfer to Purchaser, and upon Glenayre's\n          receipt of the Purchase Price, good and valid title to the\n          Purchased Common Shares will pass to Purchaser, free and clear of\n          any Liens other than those arising from acts of Purchaser or its\n          Affiliates, the restrictions on transferability imposed by federal\n          and state securities Laws and the Stockholders' Agreement.  Other\n          than this Agreement and upon its execution the Stockholders'\n          Agreement, the issued and outstanding shares of WMC Delaware Class\n          B Common Stock , Retained Shares, Redeemed Shares and Purchased\n          Common Shares are not and will not be subject to any voting trust\n          agreement or other Contract, including any Contract restricting or\n          otherwise relating to the voting, dividend rights or disposition of\n          the shares of WMC Delaware Class B Common Stock, Retained Shares,\n          Redeemed Shares and Purchased Common Shares.  Immediately after the\n          Closing, except for the Purchased Common Shares and the Retained\n          Shares or any other shares of capital stock of WMC Delaware which\n          Purchaser causes WMC Delaware to reserve for issuance (including\n\n                                      -5-\n\n\n \n\n \n          any such shares issued or reserved for issuance to employees of WMC\n          Delaware or WMC in connection with or immediately after the\n          Closing), there will be no shares of capital stock or other equity\n          securities of WMC Delaware issued, outstanding or reserved for\n          issuance. There are no bonds, debentures, notes or other\n          indebtedness of WMC Delaware having the right to vote (or\n          convertible into, or exchangeable for, securities having the right\n          to vote) on any matters on which holders of WMC Delaware common\n          stock may vote (\"Voting Company Debt\").  Except as set forth above,\n          there are no options, warrants, rights, convertible or exchangeable\n          securities, \"phantom\" stock rights, stock appreciation rights,\n          stock-based performance units, or Contract of any kind to which WMC\n          Delaware is a party or by which either of them is bound (i)\n          obligating WMC Delaware to issue, deliver or sell, or cause to be\n          issued, delivered or sold, additional shares of capital stock or\n          other equity interests in, or any security convertible or\n          exercisable for or exchangeable into any capital stock of or other\n          equity interest in, WMC Delaware or any Voting Company Debt, (ii)\n          obligating WMC Delaware to issue, grant, extend or enter into any\n          such option, warrant, call, right, security or Contract or (iii)\n          that give any Person the right to receive any economic benefit or\n          right similar to or derived from the economic benefits and rights\n          accruing to holders of WMC Delaware common stock.  Other than this\n          Agreement, there are no outstanding contractual obligations of WMC\n          Delaware to repurchase, redeem or otherwise acquire any shares of\n          capital stock of WMC Delaware.  WMC Delaware does not own directly\n          or indirectly any interest or investment in any other Person except\n          for WMC, and WMC Delaware does not have any obligation to make any\n          additional investments in any Person. Except as contemplated by\n          this Agreement, since the date of its incorporation, WMC Delaware\n          has not conducted any business, owned any assets (other than Old\n          WMC California Shares) or incurred or assumed any liabilities.\"\n\n     c.   Section 3.2 of the Acquisition Agreement is  hereby amended by\namending new paragraph (b) to read in its entirety as follows:\n\n          \"The authorized capital stock of WMC consists of 25,000,000 shares\n          of common stock of WMC, of which only 1,000 shares are issued and\n          outstanding (the \"Old WMC California Shares\").  All of the Old WMC\n          California Shares have been duly authorized and validly issued, are\n          fully paid and nonassessable, are not subject to or issued in\n          violation of any purchase option, call option, right of first\n          refusal, preemptive right, subscription right or any similar right\n          under any provision of the CGCL, the Articles of Incorporation or\n          Bylaws of WMC or any Contract to which WMC is a party or otherwise\n          bound and are owned by WMC Delaware, free and clear of any Liens.\n          The Old WMC California Shares are not and will not be subject to\n\n                                      -6-\n\n\n \n\n \n          any voting trust agreement or other Contract, including any\n          Contract restricting or otherwise relating to the voting, dividend\n          rights or disposition of the Old WMC California Shares.\n          Immediately after the Closing, there will be no shares of capital\n          stock or other equity securities of WMC California issued,\n          outstanding or reserved for issuance. There are no bonds,\n          debentures, notes or other indebtedness of WMC having the right to\n          vote (or convertible into, or exchangeable for, securities having\n          the right to vote) on any matters on which holders of WMC common\n          stock may vote (\"WMC Voting Debt\").  Except as set forth above,\n          there are no options, warrants, rights, convertible or exchangeable\n          securities, \"phantom\" stock rights, stock appreciation rights,\n          stock-based performance units, or Contract of any kind to which WMC\n          is a party or by which either of them is bound (i) obligating WMC\n          to issue, deliver or sell, or cause to be issued, delivered or\n          sold, additional shares of capital stock or other equity interests\n          in, or any security convertible or exercisable for or exchangeable\n          into any capital stock of or other equity interest in, WMC or any\n          WMC Voting Debt, (ii) obligating WMC to issue, grant, extend or\n          enter into any such option, warrant, call, right, security or\n          Contract or (iii) that give any Person the right to receive any\n          economic benefit or right similar to or derived from the economic\n          benefits and rights accruing to holders of WMC common stock. There\n          are no outstanding contractual obligations of WMC to repurchase,\n          redeem or otherwise acquire any shares of capital stock of WMC.\n          WMC does not own directly or indirectly any interest or investment\n          in any other Person except for WMC's ownership of shares in a\n          mutual insurance company through its payment of premiums in the\n          ordinary course of business, and WMC does not have any obligation\n          to make any additional investments in any Person.\"\n\n     d.  Section 3.3 of the Acquisition Agreement is  hereby amended by\namending the first and second sentences of paragraph (d) to read in their\nentirety as follows:\n\n          \"WMC has all necessary corporate power and authority to execute and\n          deliver this Agreement, the License Agreement and the Assignment\n          (the \"WMC Additional Agreements\") and to perform its obligations\n          hereunder and thereunder.  The execution, delivery and performance\n          of this Agreement and the WMC Additional Agreements by WMC have\n          been duly and validly authorized by all necessary corporate action\n          on the part of WMC.\"\n\n     e.   Section 3.3 of the Acquisition Agreement is  hereby amended by adding\na new paragraph (e) at the end thereof as follows:\n\n\n\n                                      -7-\n\n\n \n\n \n          \"(e) WMC Delaware has all necessary corporate power and authority\n          to execute and deliver this Agreement and the Stockholders'\n          Agreement (the \"WMC Delaware Additional Agreements\") and to perform\n          its obligations hereunder and thereunder and to consummate the\n          Transactions. The execution, delivery and performance of this\n          Agreement and the WMC Delaware Additional Agreements by WMC\n          Delaware and the consummation by it of the Transactions have been\n          duly and validly authorized by all necessary corporate action on\n          the part of WMC Delaware.  This Agreement has been duly and validly\n          executed and delivered by WMC Delaware and as of  the Closing it\n          will have duly executed and delivered each of the WMC Delaware\n          Additional Agreements, and, assuming the due authorization,\n          execution and delivery of this Agreement and the WMC Delaware\n          Additional Agreements (as applicable) by Purchaser, this Agreement\n          constitutes, and each of the WMC Delaware Additional Agreements\n          when executed will constitute, a legal, valid and binding\n          obligation of WMC Delaware enforceable against it in accordance\n          with its terms, except as such enforceability may be limited by\n          applicable bankruptcy, reorganization, insolvency, moratorium or\n          similar Laws affecting creditors' rights generally and by such\n          principles of equity as may affect the availability of equitable\n          remedies.\"\n\n6.  Amendment of Article 5\n    ----------------------\n\n     a.   Section 5.5 of the Acquisition Agreement is  hereby amended by\nadding the words \"and\/or WMC Delaware\" following each reference to \"WMC\" in\nsuch Section.\n\n7.  Amendment of Article 6\n    ----------------------\n\n     a.   Section 6.1 of the Acquisition Agreement is  hereby amended by\nadding the words \"and\/or WMC Delaware\" following each reference to \"WMC\" in\nparagraph (a).\n\n     b.   Paragraph (c) of Section 6.3 of the Acquisition Agreement is hereby\namended by adding the following sentence at the end thereof:\n\n          \"Purchaser shall have received from GTI and Glenayre certified\n          copies of all resolutions adopted by the Board of Directors of WMC\n          Delaware authorizing the execution, delivery and performance of\n          this Agreement, the WMC Delware Additional Agreements, the\n          Financing and the Transactions.\"\n \n     c.   Paragraphs (g) and (h) of Section 6.3 of the Acquisition Agreement\nare hereby amended in their entirety to read as follows:\n\n\n                                      -8-\n\n\n \n\n \n          \"(g) WMC Delaware shall have received the Term Borrowing and the\n          Drawdown in accordance with the terms, and subject to the\n          conditions of the Commitment Letter.\n\n          (h)  Purchaser shall have received the Stockholders' Agreement,\n          duly executed by Glenayre, WMC Delaware and GTI.\"\n\n8.  Amendment of Article 7\n    ----------------------\n\n     a.   Section 7.1 of the Acquisition Agreement is hereby amended by\nadding clause (5) at the end thereof as follows:\n\n          \"or (5) the conduct, operation or ownership of WMC Delaware on and\n          prior to October 25, 1999.\"\n\n     b.   Section 7.5 of the Acquisition Agreement is  hereby amending clause\n(3) thereof to read in its entirety as follows:\n\n          \"(3) any liability of GTI or Glenayre Electronics with respect to\n          the Sunnyvale Lease arising following the Closing with respect to\n          the period following the Closing.\"\n\n9.  Amended and Restated Acquisition Agreement.\n    ------------------------------------------\n\n     For ease of reference, the parties shall execute and deliver an amended\nand restated Acquisition Agreement in the form attached hereto.\n\n10.  Definitions.\n     -----------\n\n     Capitalized terms not otherwise defined herein shall have the meaning\nascribed to such terms in the Acquisition Agreement.\n\n11.  Counterparts.\n     ------------\n\n     This Amendment may be executed in two or more counterparts, and by\ndifferent parties on separate counterparts, each of which shall be deemed an\noriginal, but all of which shall constitute one and the same instrument.\n\n\n                                   *   *   *\n\n\n\n\n\n\n\n                                      -9-\n\n\n \n\n \n          IN WITNESS WHEREOF, the parties have executed this Agreement as of\nthe date first above written.\n\n                               GTI ACQUISITION CORP.\n\n                               By:  \/s\/  Jon C. Berens\n                                   ----------------------------\n                                  Name:  Jon C. Berens\n                                  Title:  President\n\n                               GLENAYRE TECHNOLOGIES, INC.\n\n                               By:  \/s\/ Clarke H. Bailey\n                                   ----------------------------\n                                  Name:  Clarke H. Bailey\n                                  Title:  Chairman\n\n                               WESTERN MULTIPLEX CORPORATION, a California\n                               corporation\n\n                               By:   \/s\/  Stanley  Cipcienski\n                                   ----------------------------\n                                  Name:  Stanley Cipcienski\n                                  Title:  Chief Financial Officer\n\n                               WESTERN MULTIPLEX CORPORATION, a Delaware\n                               corporation\n\n                               By:   \/s\/  Jeffrey M. Hendren\n                                   ----------------------------\n                                  Name:  Jeffrey M. Hendren\n                                  Title: Secretary\n\n                               WMC HOLDING CORP.\n\n                               By:    \/s\/  Jeffrey M. Hendren\n                                   ----------------------------\n                                  Name:  Jeffrey M. Hendren\n                                  Title:  Vice President\n\n\n\n\n\n                                     -10-\n<\/description><\/sequence><\/type><\/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":[9622,9626],"class_list":["post-42977","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-western-multiplex-corp","corporate_contracts_industries-telecommunications__equipment","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42977","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=42977"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42977"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42977"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42977"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}