{"id":43347,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/co-investment-agreement-ripplewood-partners-lp-wmc-holding.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"co-investment-agreement-ripplewood-partners-lp-wmc-holding","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/co-investment-agreement-ripplewood-partners-lp-wmc-holding.html","title":{"rendered":"Co-Investment Agreement &#8211; Ripplewood Partners LP, WMC Holding Corp., The Michael and Roberta Seedman Revocable Trust, Michael Seedman and Western Multiplex Corp."},"content":{"rendered":"<pre>\n                         CO-INVESTMENT AGREEMENT dated as of October 31, 1999,\n               among Ripplewood Partners L.P., a Delaware limited partnership\n               (together with its successors and permitted assigns,\n               'Ripplewood'), WMC Holding Corp., a Delaware corporation\n               (together with its successors and permitted assigns, 'WMC'), The\n               Michael and Roberta Seedman Revocable Trust (together with its\n               successors and any of its Permitted Transferees who acquire\n               shares of Common Stock pursuant to Section 6.01,'The Trust'),\n               Michael Seedman ('Seedman'), Western Multiplex Corporation, a\n               Delaware corporation (together with its successors and\n               permitted assigns, 'Western Multiplex').\n\n\n          WHEREAS, WMC, Western Multiplex Corporation, a California\ncorporation, GTI Acquisition Corp. and Glenayre Technologies, Inc. have\nentered into a Redemption, Stock Purchase and Recapitalization Agreement (as\namended, supplemented or otherwise modified from time to time, the\n'Redemption and Purchase Agreement');\n\n          WHEREAS, subject to the terms and conditions of the Redemption and\nPurchase Agreement WMC will acquire a controlling interest in Western\nMultiplex Corporation;\n\n          WHEREAS, Seedman is the trustee of The Trust;\n\n          WHEREAS, The Trust wishes to purchase 1,900,000 shares of Class A\nCommon Stock, par value $.01 per share, of WMC (the 'WMC Class A Common\nStock'); and\n\n          WHEREAS, Ripplewood will acquire shares of Class B Common Stock,\npar value $.01 per share of WMC (the 'WMC Class B Common Stock' and,\ncollectively with the WMC Class A Common Stock, 'WMC Common Stock');\n\n          WHEREAS, Western Multiplex will issue to The Trust warrants to\npurchase an aggregate amount of 1,900,000 shares of Class A Common Stock, par\nvalue $0.01 per share, of Western Multiplex (the 'MUX Class A Common Stock'\nand, collectively with the shares of Class B Common Stock, par value $.01 per\nshare, of Western Multiplex, the 'MUX Common Stock'):\n\n          WHEREAS, Ripplewood, WMC, The Trust, Zakin and Western Multiplex\nwish to make certain agreements with respect to Ripplewood's and The Trust's\ninvestment in the WMC Common Stock and the MUX Common Stock (collectively,\nthe 'Common Stock'), The Trust's investments in warrants to acquire MUX\nCommon Stock and Zakin's employment by WMC.\n\n\n \n\n \n          NOW, THEREFORE, in consideration of the premises and the mutual\ncovenants and agreements herein contained, Ripplewood, WMC, The Trust,\nSeedman and Western Multiplex agree as follows:\n\n          SECTION 1.01. Position.  (a)  Agreement to Act as Director.\nSubject to Section 11.01, WMC agrees to cause Seedman to be elected to the\nBoards of Directors of WMC and Western Multiplex and Seedman hereby  agrees\nto serve as a director on WMC's and Western Multiplex's Board of Directors.\n\n          (b)  Term of Position as Director.  Seedman shall serve as director\npursuant hereto commencing on the Closing Date (as defined in the Redemption\nand Purchase Agreement) and continuing until terminated pursuant to Section\n11.01 (the 'Term').\n\n          (c)  Compensation and Benefits.  Seedman shall not be entitled to\nreceive any compensation or benefits from Ripplewood, WMC, Western Multiplex\nor any of their Affiliates as a consequence of serving as a director of WMC\nor Western Multiplex.  'Affiliate' shall mean, with respect to any person,\nany other person that directly or indirectly, through one or more\nintermediaries, controls, or is controlled by, or is under common control\nwith, such person.  For purposes of the foregoing sentence, 'control'\n(including, with correlative meanings, the terms 'controlled by' and 'under\ncommon control with'), as used with respect to any person, means the direct\nor indirect possession of the power to direct or cause the direction of the\nmanagement or policies of such person, whether through the ownership of\nvoting securities, by contract or otherwise.\n\n          2.01.  Equity Investment.  (a)  (i)  Subject only to the\nsatisfaction of the conditions precedent set forth in clauses (ii) and (iii)\nbelow, WMC hereby agrees to issue and sell to The Trust, and The Trust hereby\nagrees to purchase from WMC, immediately prior to the Closing (as defined in\nthe Redemption and Purchase Agreement), 1,900,000 shares of WMC Class A\nCommon Stock at a price of $.50 per share in cash.  At the closing of the\npurchase and sale of the shares of WMC Class A Common Stock pursuant to this\nSection 2.01(a) (the 'Common Stock Closing'), The Trust shall transfer to an\naccount designated by WMC $950,000 in cash in immediately available funds and\nWMC shall deliver to The Trust a duly executed stock certificate evidencing\n1,900,000 shares of WMC Class A Common Stock.\n\n          (ii)  The obligation of The Trust to purchase the 1,900,000 shares\nof WMC Class A Common Stock pursuant to clause (i) above is subject only to\nthe following:  (A) the representations and warranties of WMC contained in\nSection 13.01(a) shall be true and correct in all material respects as of the\ndate hereof and as of the Closing Date, (B) WMC shall have delivered to The\nTrust a certificate of the Vice President of WMC to the effect that the\ntransactions to occur on the Closing Date under the Redemption and Purchase\nAgreement will occur immediately after the Common Stock Closing on\n\n                                      -2-\n\n\n \n\n \nsubstantially the same terms reflected in the Redemption and Purchase\nAgreement and that WMC has not knowingly waived in any material respect any\nmaterial closing conditions under the Redemption and Purchase Agreement, and\n(C) definitive agreements shall have been executed providing for the\nfinancing contemplated by the Commitment Letter (as defined in the Redemption\nand Purchase Agreement) on substantially the same terms set forth in the\nCommitment Letter.\n\n          (iii)  The obligation of WMC to issue and sell the 1,900,000 shares\nof WMC Class A Common Stock pursuant to clause (i) above is subject only to\nthe following:  (A) the representations and warranties of The Trust contained\nin Section 13.01(b) shall be true and correct in all material respects as of\nthe date hereof and as of the Closing Date and (B) all conditions precedent\nto the Closing under the Redemption and Purchase Agreement shall have been\nsatisfied or waived by the applicable parties to the Redemption and Purchase\nAgreement.\n\n          (b)  Subject to the Common Stock Closing simultaneously occurring,\nWestern Multiplex hereby agrees to issue to The Trust at the Common Stock\nClosing warrants (the 'Initial Warrants') to purchase 570,000 shares of Class\nA Common Stock.  The Initial Warrants will be in the form of Exhibit A\nhereto.\n\n          (c)  Subject to the Common Stock Closing simultaneously occurring,\nWestern Multiplex hereby agrees to issue to The Trust at the Common Stock\nClosing warrants (the '5x Warrants') to purchase 254,600 shares of MUX Class\nA Common Stock.  The 5x Warrants will be in the form of Exhibit B hereto.\n\n          (d)  Subject to the Common Stock Closing simultaneously occurring,\nWestern Multiplex hereby agrees to issue to The Trust at the Common Stock\nClosing warrants ( the '10x Warrants,' and, collectively with the Initial\nWarrants and the 5x Warrants, the 'Warrants') to purchase 627,000 shares of\nMUX Class A Common Stock.  The 10x Warrants will be in the form of Exhibit C\nhereto.\n\n          (e)  Seedman agrees to cause The Trust to perform its obligations\nunder Section 2.01(a).\n\n          SECTION 3.01.  Exclusive Basis, Nonsolicitation.  During the Term\nand for one year thereafter, Seedman shall not, and shall cause his\nAffiliates not to, directly or indirectly (other than as an employee of or\nconsultant to WMC and\/or Western Multiplex):\n\n          (a)  solicit or attempt to solicit any business from any of WMC or\nWestern Multiplex (or any of their respective subsidiaries') customers or\nclients, including, without limitation, actively sought prospective customers\nor clients, for purposes of providing products or services that are\n\n                                      -3-\n\n\n \n\n \ncompetitive with WMC's or Western Multiplex's (or any of their respective\nsubsidiaries') products or services; or\n\n          (b) (i)  solicit for employment or for use as a consultant any\nemployees of Ripplewood, WMC, Western Multiplex or any of their respective\nAffiliates, (ii) solicit or encourage any employee of Ripplewood, WMC,\nWestern Multiplex or any of their respective Affiliates to leave the\nemployment of Ripplewood, WMC, Western Multiplex or any such Affiliate or\n(iii) otherwise intentionally interfere with the relationship of Ripplewood,\nWMC Western Multiplex or any of their Affiliates with any person or entity\nwho or which is employed by or otherwise engaged to perform services for\nRipplewood, WMC, Western Multiplex or any such Affiliate.  The provisions of\nthis Section 3.01(b) shall not prevent Seedman or any of his Affiliates from\nhiring any person who contacts Seedman or such affiliate on a non-solicited\nbasis or who responds to a help wanted or similar ad not specifically\ntargeted to such person.\n\n          SECTION 4.01.  Confidential Information.  During the term of this\nAgreement and for one year thereafter, except as may be required by law,\nSeedman shall not, and shall cause his Affiliates not to, use or disclose, or\nknowingly permit any representative of Seedman or any of his Affiliates to\nuse or disclose any information (whether or not in written form) which\nrelates to Ripplewood, WMC, Western Multiplex or any of their Affiliates or\nany of their respective businesses or products or this Agreement and which is\nnot known to the public generally, except in the conduct of the business of\nWMC.\n\n          SECTION 5.01.  Option to Purchase Shares and Warrants.  (a)  If\nSeedman's position as a director is terminated pursuant to Section 11.01(a)\nor (c), WMC and Western Multiplex, jointly and severally, shall have an\noption to purchase all or any portion of (i) the Common Stock (the 'Shares')\nthen held by The Trust at a purchase price equal to the Fair Market Value of\nsuch Shares (determined in accordance with Section 5.01(b)) as of the date of\nsuch termination and (ii) the Warrants that have not terminated and are then\nheld by The Trust at a purchase price equal to the product of (x) the Fair\nMarket Value per Share (determined in accordance with Section 5.01(b)) as of\nthe date of such termination) minus the exercise price per share of Common\nStock pursuant to the Warrants being purchased multiplied by (y) the number\nof shares of Common Stock issuable upon exercise of the Warrants being\npurchased.  WMC or Western Multiplex, as the case may be, shall within 90\ndays of such date of termination give notice in writing to The Trust of its\nelection to exercise or not to exercise such option, which notice shall set\nforth the portion, if any, of the Shares and Warrants that WMC or Western\nMultiplex elects to purchase.  The purchase of the Shares and Warrants shall\ntake place at the principal office of Ripplewood, located at One Rockefeller\nPlaza, New York, New York, on the date specified by WMC (not later than the\nlater of (x) the twentieth business day following the receipt by The Trust of\n\n                                      -4-\n\n\n \n\n \nthe required notice from WMC and (y) the satisfaction of any legal\nrequirements to the purchase of the Shares and Warrants).  The consideration\nfor the purchase of the Shares and Warrants shall be paid by delivery to The\nTrust of a certified or bank check made payable to The Trust or by wire\ntransfer of immediately available funds to a bank account designated by The\nTrust, against delivery of certificates or other instruments representing the\nShares and Warrants so purchased, appropriately endorsed by the owner\nthereof, free and clear of all security interests, liens, claims,\nencumbrances, charges, options, restrictions on transfer, proxies and voting\nand other agreements of whatever nature.  WMC and Western Multiplex may\nassign their rights under this Section 5.01 to any person.\n\n          (b) (i)  If a determination of the Fair Market Value of the Shares\nis required by this Agreement when there is no public trading market for the\nShares, such 'Fair Market Value' shall be such amount as is determined to be\nthe fair market value of the Shares as of the date such Fair Market Value is\nrequired to be determined hereunder as determined by (x) The Trust and WMC\nthrough good faith negotiations; (y) an investment banking firm of national\nreputation mutually acceptable to both The Trust and WMC, if The Trust and\nWMC do not agree upon the Fair Market Value of such Shares within 30 days\nafter the date as of which such Fair Market Value is to be determined; or (z)\nan investment banking firm of national reputation selected by two investment\nbanking firms of national reputation (one of which shall be chosen by The\nTrust and one of which shall be chosen by WMC), if The Trust and WMC do not\nmutually agree upon an investment banking firm to determine the Fair Market\nValue of the Shares pursuant to clause (y) above within 10 days after the\nexpiration of the 30-day period referred to in clause (y) above.  In making a\ndetermination of such Fair Market Value, due consideration shall be given to\nsuch factors as are deemed appropriate, including, without limitation, the\nearnings and other financial and operating information of WMC and its\nsubsidiaries in recent periods, its potential value and that of its\nsubsidiaries as a whole, its future prospects and that of its subsidiaries\nand the industries in which they compete, its history and management and that\nof its subsidiaries, the general condition of the securities markets and the\nfair market value of securities of privately owned companies (with transfer\nrestrictions) engaged in businesses similar to those of WMC and its\nsubsidiaries.  The Fair Market Value shall be determined assuming that all\nWarrants that have not terminated are then exercisable and assuming that all\nClass B Common Stock has been voluntarily converted to Class A Common Stock.\nThe Fair Market Value as determined by the foregoing procedure shall be\nbinding and conclusive upon the parties hereto.\n\n          (ii)  If a determination of the Fair Market Value of the Shares is\nrequired by this Agreement when there is a public trading market for the\nShares, such 'Fair Market Value' shall mean the average daily closing sales\nprice of the Shares for the ten consecutive trading days preceding the date\nthe Fair Market Value of the Shares is required to be determined hereunder.\n\n                                      -5-\n\n\n \n\n \nThe closing price for each day shall be the last reported sales price regular\nway or, in case no such reported sale takes place on such day, the average of\nthe reported closing bid and asked prices regular way, in either case on the\nprincipal national securities exchange on which the Shares are listed and\nadmitted to trading, or, if not listed and admitted to trading on any such\nexchange on the NASDAQ National Market System, or, if not quoted on the\nNational Market System, the average of the closing bid and asked prices in\nthe over-the-counter market as furnished by any New York Stock Exchange\nmember firm selected from time to time by Western Multiplex's Board of\nDirectors for that purpose.\n\n          SECTION 6.01.  Transfers.  (a)  Defined Terms.  The following terms\nshall have the following meanings:\n\n          'Involuntary Transfer' means any Transfer by Ripplewood or The\nTrust of any shares of Common Stock or any Warrant, or of any beneficial\nownership thereof, upon death, appointment of a guardian, default,\nforeclosure, forfeit, bankruptcy (voluntary or involuntary), court order,\nlevy of attachment, execution or otherwise than voluntarily by the\nTransferor; provided, that a Transfer required pursuant to Section 6.01(g)\nshall not be deemed an Involuntary Transfer.\n\n          'Permitted Transferee' means, (i) with respect to Ripplewood, (A)\nany Affiliate of Ripplewood Holdings L.L.C. ('Ripplewood Holdings'), (B) a\nshareholder, partner, member or employee of Ripplewood Holdings or any\nAffiliate of Ripplewood Holdings or (C) an employee, director or officer of\nWMC or Western Multiplex or any subsidiary of WMC or Western Multiplex (up to\nan aggregate of 5% of the outstanding Common Stock) and (ii) with respect to\nThe Trust, (x) Seedman, (y) a trust of which the beneficiaries consist solely\nof Seedman, Seedman's spouse or former spouse or Seedman's children or (z)\nany corporation, partnership, limited liability company or other entity all\nof the equity interests of which are, and will at all times continue to be,\ndirectly or indirectly owned solely by Seedman; provided, that such\ntransferee is (or becomes at the time of such Transfer) a party hereto.\n\n          'Person' means any individual, corporation, partnership, trust,\nassociation, limited liability company, joint venture, joint-stock company or\nany other entity or organization, including, without limitation, a government\nor governmental agency.\n\n          'Third Party Purchaser' means, with respect to any proposed sale of\nshares of Common Stock by Ripplewood or The Trust, a Person other than a\nPermitted Transferee, who offers to purchase from Ripplewood or The Trust, as\nthe case may be, such shares pursuant to a bona fide written offer.\n\n\n\n\n                                      -6-\n\n\n \n\n \n          'Transfer' means any transfer, sale, conveyance, assignment, gift,\nhypothecation, pledge or other disposition, whether voluntary or by operation\nof law, of a share of Common Stock or any Warrant.\n\n          'Transferee' means the transferee in a Transfer.\n\n          'Transferor' means the transferor in a Transfer.\n\n          'Unrestricted Shares' means shares of Common Stock previously (i)\nTransferred by Ripplewood or any of its Permitted Transferees in a\ntransaction subject to Section 6.01(f) or (ii) Transferred by The Trust or\nany of its Permitted Transferees pursuant to Section 6.01(f).\n\n          (b)  Generally.  Neither Ripplewood nor The Trust may Transfer all\nor any portion of its shares of Common Stock or any Warrant, or any\nbeneficial ownership thereof, unless (A) such Transfer is in accordance with\nthis Section 6.01, (B) the Transferee executes and delivers a counterpart of\nthe signature page of this Agreement (or other appropriate assumption\nagreement) in which the Transferee agrees to be bound by the provisions of\nthis Agreement to the same extent as the Transferor, (C) the Transferee\nexecutes and delivers any other agreements, documents or instruments\nreasonably specified by WMC's Board of Directors (in the case of a Transfer\nof WMC Common Stock) or Western Multiplex's Board of Directors (in the case\nof a Transfer of Warrants or Western Multiplex Common Stock) (in each case,\nwhich shall be uniformly and consistently applied to all transfers by\nRipplewood and The Trust) and (D) such transfer is pursuant to an effective\nregistration statement under the Securities Act of 1933, as amended (the\n'Securities Act') or a valid exemption from registration under the Securities\nAct and in compliance with all applicable state and foreign securities laws.\nAny Transfer made in violation of this Section 6.01(b) shall be null and void\nand shall be subject to Section 6.01(e).\n\n          (c)  Transfers by Ripplewood.  (i) Subject to Section 6.01(b) and,\nwith respect to a Transfer by Ripplewood or any of its Permitted Transferees\nto any Person other than a Permitted Transferee of Ripplewood, Section\n6.01(f), Ripplewood (and its Permitted Transferees) shall have  the right to\nTransfer at any time all or any portion of its shares of Common Stock\n(including, without limitation, any beneficial ownership thereof) to any\nPerson without the prior consent of any Person.\n\n          (ii)  Subject to Section 6.01(b), any Unrestricted Shares may be\nTransferred to any Person without the consent of any other Person and any\nsuch Transfer will not be subject to Section 6.01(b).\n\n          (d)  Transfers by Seedman.  (i)  Subject to Section 6.01(b), The\nTrust (and its Permitted Transferees) shall have the right to Transfer at any\ntime all or any portion of its (or its Permitted Transferees') shares of\n\n                                      -7-\n\n\n \n\n \nCommon Stock and Warrants (including, without limitation, any beneficial\nownership thereof) to any of its Permitted Transferees without the prior\nconsent of any Person.\n\n          (ii)  The Trust (and its Permitted Transferees) shall not have the\nright to Transfer all or any portion of its (or its Permitted Transferees')\nshares of Common Stock or Warrants (including, without limitation, any\nbeneficial ownership thereof) to any Person other than Ripplewood, WMC or\nWestern Multiplex except in accordance with Section 6.01(b) and (A) pursuant\nto Section 6.01(d)(i), (f), (g), (h) or (B) with the prior written consent of\nWMC's Board of Directors and Ripplewood.\n\n          (iii) Without the prior written consent of Ripplewood, The Trust\n(and its Permitted Transferees) shall not have the right to Transfer to any\nPerson (other than a Permitted Transferee who complies with Sections\n6.01(b)(B) and (C)) all or any portion of its (or its Permitted Transferees')\n10x Warrants, 5x Warrants or shares of Common Stock issued upon exercise of\nthe 10x Warrants or the 5x Warrants except (x) pursuant to Section 6.01(g) or\n6.01(f), or (y) after the earlier of (A) such time as Ripplewood and its\nPermitted Transferees have Transferred to Persons who are not Permitted\nTransferees of Ripplewood an aggregate of two-thirds of the shares of Common\nStock issued to Ripplewood and its Permitted Transferees or (B) two years\nafter a Triggering Event (as defined in the 5x Warrants and the 10x Warrants)\ndescribed in clause (1) of the definition thereof.\n\n          (e)  Involuntary and Impermissible Transfers.  If an Involuntary\nTransfer or a Transfer in violation of this Agreement shall occur with\nrespect to The Trust and, in the case of a Transfer in violation of this\nAgreement, such violation has not been cured within 30 days after notice to\nthe applicable Transferor or Transferee, WMC shall give notice to Ripplewood\noffering Ripplewood the right, exercisable by delivery of written notice to\nthe Transferee with respect to such Involuntary Transfer or Transfer within\n90 days following the day on which such notice is given, to purchase all the\nshares of Common Stock and\/or Warrants acquired by such Transferee at a\npurchase price equal to, in the case of an Involuntary Transfer, 100% or, in\nthe case of a Transfer in violation of this Agreement, 90% of the purchase\nprice determined pursuant to Section 5.01(a) as if such transfer were a\ntermination of Seedman's employment for cause.  The closing date of any\npurchase described in this Section 6.01(e) shall be on the date specified by\nWMC that shall not be later than the 30th day after a determination of the\nFair Market Value of the shares of Common Stock to be purchased is made.\nRipplewood may assign its rights under this Section 6.01(e) to any person.\n\n          (f)  Tag-Along Rights. (i)  If Ripplewood or its Permitted\nTransferee desire to Transfer any portion of its shares of WMC Common Stock\nto a prospective Transferee (or Transferees) other than to a Permitted\nTransferee of Ripplewood, Ripplewood or its Permitted Transferee shall, as a\n\n                                      -8-\n\n\n \n\n \ncondition to such Transfer, (A) provide a notice to The Trust in writing (a\n'Tag-Along Notice') of the material terms of the proposed Transfer at least\n14 days prior to such Transfer and (B) permit The Trust and its Permitted\nTransferees (or cause The Trust and its Permitted Transferees to be\npermitted) to sell (either to the prospective Transferee of Common Stock or\nto another financially reputable Transferee reasonably acceptable to The\nTrust) the same portion of its outstanding shares of Common Stock and Section\n6.01(f) Vested Warrants (as defined below) on the same terms and conditions,\nsubject to the same agreements and at the same price as the sale by\nRipplewood or its Permitted Transferees (in each case subject to Section\n6.01(f)(iii)), which sale shall take place on the date Ripplewood's (or its\nPermitted Transferee's) shares of Common Stock (or such portion) are\nTransferred to such Transferee (or Transferees).  To calculate the number of\noutstanding shares of Common Stock and Section 6.01(f) Vested Warrants that\nThe Trust and its Permitted Transferees can sell for the purposes of clause\n(i)(B) of this Section 6.01(f), WMC and Western Multiplex shall be treated as\na single entity such that The Trust and its Permitted Transferees will be\nable to sell the product of (x) a fraction, the numerator of which is the\nnumber of shares of WMC Common Stock being sold by Ripplewood, and the\ndenominator of which is the total number of shares of WMC Common Stock owned\nby Ripplewood, multiplied by (y) the total number of shares of Common Stock\nand Section 6.01(f) Vested Warrants owned by The Trust and its Permitted\nTransferees (e.g., if Ripplewood is selling 75% of its interest in WMC Common\nStock, The Trust and its Permitted Transferees will be able to include 75% of\ntheir total ownership of Common Stock and Section 6.01(f) Vested Warrants,\ncalculated as though WMC and Western Multiplex are a single entity).  Should\nThe Trust and\/or its Permitted Transferees exercise their rights pursuant to\nthis Section 6.01 (f) (i), The Trust and\/or its Permitted Transferees shall\nbe required to Transfer Common Stock and Section 6.01(f) Vested Warrants held\nby them in the following order of priority: (1) first, shares of Common Stock\n(until the Transferor holds no shares of Common Stock), (2) second, Initial\nWarrants (until the Transferor holds no Initial Warrants), (3) third, 5x\nWarrants (until the Transferor hold no 5x Warrants), and (4) fourth, 10x\nWarrants.  The Trust and its Permitted Transferees shall have ten days from\nthe date of receipt of a Tag-Along Notice to exercise its right to sell\npursuant to this Section 6.01(f) by delivering written notice to Ripplewood\nof its intent to exercise such right.  The Trust's and its Permitted\nTransferees' right to sell in such transaction pursuant to the above shall\nterminate if not exercised within such ten-day period.  If The Trust or its\nPermitted Transferee elects to exercise its right to sell pursuant to the\nabove, it shall share, on a pro rata basis, the legal, investment banking and\nother expenses of Ripplewood or the Permitted Transferee incurred in\nconnection with such Transfer.  For purposes hereof, 'Section 6.01(f) Vested\nWarrants' means Warrants that are then exercisable or which would become\nexercisable upon completion of the transactions subject to this Section\n6.01(f).\n\n\n                                      -9-\n\n\n \n\n \n     (ii)  If WMC sells any portion or all of its interest in Western\nMultiplex, WMC shall, as a condition to such Transfer, (A) provide a notice\nto The Trust in writing (a 'MUX Sale Tag-Along Notice') of the material terms\nof the proposed Transfer at least 14 days prior to such Transfer and (B)\npermit The Trust and its Permitted Transferees (or cause The Trust and its\nPermitted Transferees to be permitted) to sell (either to the prospective\nTransferee of Common Stock or to another financially reputable Transferee\nreasonably acceptable to The Trust) a number of its outstanding shares of\nMUX Common Stock and Section 6.01(f) Vested Warrants equal to (x) the\npercentage of the outstanding shares of MUX Common Stock owned by WMC that\nare being sold by WMC (e.g. if there are 2,000 shares of MUX Common Stock\noutstanding of which WMC owns 1,800 shares and WMC is selling 180 shares, the\npercentage under this clause (x) will be 10%) multiplied by (y) the number of\nshares of MUX Common Stock and 6.01(f) Vested Warrants owned by The Trust or\nsuch Permitted Transferee.  Subject to Section 6.01(f)(iii) any such sale\nshall be on the same terms and conditions, subject to the same agreements and\nat the same price as the sale by WMC, which sale shall take place on the date\nWMC's shares of MUX Common Stock (or such portion) are Transferred to such\nTransferee (or Transferees).  Should The Trust and\/or its Permitted\nTransferees exercise their rights pursuant to this Section 6.01(f), The Trust\nand\/or its Permitted Transferees shall be required to Transfer MUX Common\nStock and Section 6.01(f)(ii) Vested Warrants held by them in the following\norder of priority:  (1) first, shares of MUX Common Stock (until the\nTransferor holds no shares of Common Stock), (2) second, Initial Warrants\n(until the Transferor holds no Initial Warrants), (3) third, 5x Warrants\n(until the Transferor hold no 5x Warrants), and (4) fourth, 10x Warrants.\nThe Trust and its Permitted Transferees shall have ten days from the date of\nreceipt of a MUX Sale Tag-Along Notice to exercise its right to sell pursuant\nto this Section 6.01(f)(ii) by delivering written notice to WMC of its intent\nto exercise such right.  The Trust's and its Permitted Transferees' right to\nsell in such transaction pursuant to the above shall terminate if not\nexercised within such ten-day period.  If The Trust or its Permitted\nTransferee elects to exercise its right to sell pursuant to the above, it\nshall share, on a pro rata basis, the legal, investment banking and other\nexpenses of WMC incurred in connection with such Transfer.\n\n          (iii)  Anything in the foregoing to the contrary notwithstanding,\nupon any sale of Warrants pursuant to this Section 6.01(f), The Trust and\/or\nits Permitted Transferees shall be entitled to receive a price per Warrant\nequal to the greater of (A) the product of (x) the number of shares of Common\nStock issuable upon exercise of such Warrants multiplied by (y) the\ndifference between (1) the price per share to be receive by Ripplewood, its\nPermitted Transferee or WMC (as applicable) as a result of such sale, and (2)\nthe exercise price per share of the Warrants, and (B) zero.\n\n          (g)  Drag-Along Rights.  So long as The Trust and its Permitted\nTransferees do not own in the aggregate  at least 50% more shares of Common\n\n                                     -10-\n\n\n \n\n \nStock than Ripplewood and its Permitted Transferees own in the aggregate, if\nat any time Ripplewood and\/or its Permitted Transferees desire to Transfer\nall or any portion of its shares of Common Stock to any Third Party Purchaser\n(or Third Party Purchasers), Ripplewood and its Permitted Transferees shall\nhave the right to require that The Trust and its Permitted Transferees\nTransfer the same portion of their shares of Common Stock and Section 6.01(g)\nVested Warrants (as defined below) to such Third Party Purchaser (or Third\nParty Purchasers) on the same terms and conditions, subject to the same\nagreements and at the same price as the sale by Ripplewood and\/or its\nPermitted Transferees (in each case subject to Section 6.01(f)(iii)).  To\ncalculate the number of outstanding shares of Common Stock and Section\n6.01(g) Vested Warrants that The Trust and its Permitted Transferees can be\nrequired to sell pursuant to this Section 6.01(g)(i), WMC and Western\nMultiplex shall be treated as a single entity such that The Trust and its\nPermitted Transferees can be required to sell the product of (x) a fraction,\nthe numerator of which is the number of shares of WMC Common Stock being sold\nby Ripplewood, and the denominator of which is the total number of shares of\nWMC Common Stock owned by Ripplewood, multiplied by (y) the total number of\nshares of  Common Stock and Section 6.01(g) Vested Warrants owned by The\nTrust  and its Permitted Transferees (e.g. if Ripplewood is selling 75% of\nits interest in WMC Common Stock, Ripplewood and its Permitted Transferees\nwill have the right to require that The Trust and its Permitted Transferees\ntransfer 75% of their total ownership of Common Stock and Section 6.01(f)\nVested Warrants, calculated as though WMC and Western Multiplex are a single\nentity).  Should Ripplewood and\/or its Permitted Transferees exercise their\nrights pursuant to this Section 6.01(g)(i), The Trust and\/or its Permitted\nTransferees shall be required to Transfer Common Stock and Section 6.01(g)\nVested Warrants held by them in the following order of priority: (1) first,\nshares of Common Stock (until the Transferor holds no shares of Common\nStock), (2) second, Initial Warrants (until the Transferor holds no Initial\nWarrants), (3) third, 5x Warrants (until the Transferor holds no 5x\nWarrants), and (4) fourth, 10x Warrants.  Ripplewood shall provide a notice\nto The Trust in writing (a 'Drag-Along Notice') of such sale at least 10 days\nprior to such Transfer, and the Drag-Along Notice shall identify such Third\nParty Purchaser (or Third Party Purchasers), all material terms of the sale\nand the date of closing.  Upon the closing of any sale by Ripplewood and\/or\nits Permitted Transferees of all (or such portion) of its shares of Common\nStock as described in a Drag-Along Notice, such Third Party Purchaser (or\nThird Party Purchasers) shall pay to The Trust and\/or its Permitted\nTransferees the consideration payable to The Trust and\/or its Permitted\nTransferees in connection with such sale of all (or such portion) of its\nshares of Common Stock or Warrants to such Third Party Purchaser (or Third\nParty Purchasers), net of The Trust's and\/or its Permitted Transferees'\nproportionate share of the legal, investment banking and other expenses of\nRipplewood and\/or its Permitted Transferees incurred in connection with such\nsale, and The Trust's and\/or its Permitted Transferees' shares of Common\nStock or Warrants (or such portion) shall be deemed Transferred to such Third\n\n                                     -11-\n\n\n \n\n \nParty Purchaser (or Third Party Purchasers).  For purposes hereof, Section\n6.01(g) 'Vested Warrants' means Warrants that are then exercisable or which\nwould become exercisable upon completion of the transactions subject to this\nSection 6.01(g).\n\n          (ii)  So long as The Trust and its Permitted Transferees do not own\nin the aggregate at least 50% more shares of Common Stock than Ripplewood and\nits Permitted Transferees own in the aggregate, if at any time WMC desires to\nTransfer all or any portion of its shares of MUX Common Stock to any Third\nParty Purchaser (or Third Party Purchasers), WMC shall have the right to\nrequire that The Trust and its Permitted Transferees Transfer the same\nportion of their shares of MUX Common Stock and Section 6.01(g) Vested\nWarrants to such Third Party Purchaser (or Third Party Purchasers) on the\nsame terms and conditions, subject to the same agreements and at the same\nprice as the sale by WMC.  Should WMC exercise its rights pursuant to this\nSection 6.01(g)(ii), The Trust and or its Permitted Transferees shall be\nrequired to Transfer MUX Common Stock and Section 6.01(g) Vested Warrants\nheld by them in the following order of priority:  (1)  first, shares of MUX\nCommon Stock (until the Transferor holds no shares of MUX Common Stock), (2)\nsecond, Initial Warrants (until the Transferor holds no Initial Warrants),\n(3) third, 5x Warrants (until the Transferor holds no 5x Warrants), and (4)\nfourth, 10x Warrants.  WMC shall provide a notice to The Trust in writing (a\n'MUX Sale Drag-Along Notice') of such sale at least 10 days prior to such\nTransfer, and the MUX Sale Drag-Along Notice shall identify such Third Party\nPurchaser (or Third Party Purchasers), all material terms of the sale and the\ndate of closing.  Upon the closing of any sale by WMC of all (or such\nportion) of its shares of MUX Common Stock as described in a MUX Sale Drag-\nAlong Notice, such Third Party Purchaser (or Third Party Purchasers) shall\npay to The Trust and\/or its Permitted Transferees the consideration payable\nto The Trust and\/or its Permitted Transferees in connection with such sale of\nall (or such portion) of its shares of MUX Common Stock or Warrants  to such\nThird Party Purchaser (or Third Party Purchasers), net of The Trust's and\/or\nits Permitted Transferees' proportionate share of the legal, investment\nbanking and other expenses of WMC incurred in connection with such sale, and\nThe Trust's and\/or its Permitted Transferees' shares of MUX Common Stock or\nWarrants (or such portion) shall be deemed Transferred to such Third Party\nPurchaser (or Third Party Purchasers).\n\n          (iii)  Anything in the foregoing to the contrary notwithstanding,\nupon any sale of Warrants pursuant to this Section 6.01(g), The Trust and\/or\nits Permitted Transferees shall be entitled to receive a price per Warrant\nequal to the greater of (1) the product of (A) the number of shares of Common\nStock issuable upon exercise of such Warrants multiplied by (B) the\ndifference between (x) the price per share to be received by Ripplewood or\nits Permitted Transferee or WMC (as applicable) as a result of such sale, and\n(y) the exercise price per share of the Warrants, and (2) zero.\n\n\n                                     -12-\n\n\n \n\n \n          (h)  At any time after an initial public offering of Common Stock,\nThe Trust will have the right to make written demands upon either of WMC or\nWestern Multiplex or both to register its Common Stock; provided that The\nTrust shall be entitled to exercise its rights under this Section 6.01(h) on\nonly two occasions.  Ripplewood and its Permitted Transferees and WMC (in the\ncase of any sale of MUX Common Stock) will have the right to have its Common\nStock registered pro rata with The Trust's at the same time The Trust's\nCommon Stock is registered in accordance with the immediately preceding\nsentence.  The Trust will have the right to choose the managing underwriter\nof any such offering; provided that such managing underwriter is reasonably\nsatisfactory to Ripplewood.  WMC and\/or Western Multiplex (as applicable)\nwill be entitled to postpone any demand registration by The Trust if such\noffering will interfere with a pending financing, merger, sale of assets,\nrecapitalization or other similar corporate action of WMC and\/or Western\nMultiplex (as applicable) or an offering of Common Stock owned by Ripplewood\nor its Permitted Transferees or WMC.  WMC or Western Multiplex (as\napplicable) will pay all fees (excluding any underwriter discount) and\nexpenses in connection with a demand registration by The Trust.  In addition,\nThe Trust will have the right to have its Common Stock registered pro rata\nwith Ripplewood (x) at any time any public offering of Common Stock is made\nby Western Multiplex or WMC or (y) if Ripplewood makes a demand upon Western\nMultiplex or WMC to register its Common Stock.  Such registration rights will\nbe on customary terms and conditions (including, without limitation,\ncustomary cut back and lock-up provisions) established in good faith by\nWestern Multiplex's or WMC's Board of Directors and Ripplewood and applicable\nto Ripplewood.  Subject to Section 6.01(d)(iii), at any time and from time to\ntime after an initial public offering by WMC, The Trust will have the right\nto sell to Western Multiplex any shares of Common Stock.  The Trust can\nexercise such right by delivering notice to Western Multiplex and the closing\nof such sale will occur 10 business days after delivery of such notice,\nunless the aggregate purchase price exceeds $2.5 million, in which case\nWestern Multiplex will have the right to postpone the purchase for an\nadditional 20 days.  The purchase price per share will equal the average\nclosing price for the WMC Common Stock on the principal trading exchange on\nwhich the WMC Common Stock is traded during the five business days prior to\ndelivery by The Trust of such notice (as equitably adjusted to the extent\nthat the number of outstanding shares of WMC Common Stock does not equal the\nnumber of outstanding shares of MUX Common Stock held by WMC).  WMC and\nWestern Multiplex shall be jointly and severally liable for Western\nMultiplex's obligation to purchase The Trust's shares of Common Stock\npursuant to this Section 6.01(h).\n\n          (i)  Beneficiaries and Control of The Trust.  Seedman agrees that\nfor as long as The Trust or any Permitted Transferee of Seedman described in\n(ii)(y) of the definition of Permitted Transferee hold any Warrants or shares\nof Common Stock the Transfer of which are restricted by Section 6.01(d),\n\n\n                                     -13-\n\n\n \n\n \nSeedman and his Permitted Transferees will be the sole beneficiaries of The\nTrust and Seedman shall be the trustee of The Trust.\n\n          SECTION 7.01.  Legend.  Each of Ripplewood and The Trust agrees\nthat any and all certificates representing shares of WMC Common Stock will\nhave inscribed conspicuously on the front or back of such certificates the\nfollowing legend:  'The shares of Common Stock, par value $.01 per share, of\nWMC Holding Corp. represented by this certificate are subject to one or more\nagreements among shareholders or agreements between shareholders and WMC\nHolding Corp. and may not be sold or otherwise transferred except in\naccordance therewith.  Copies of such agreement or agreements may be obtained\nat the principal executive offices of WMC Holding Corp.'  Each of Ripplewood\nand The Trust agrees that any and all certificates representing shares of MUX\nCommon Stock will have inscribed conspicuously on the front or back of such\ncertificates the following legend:  'The shares of Common Stock, par value\n$.01 per share, of Western Multiplex Corporation represented by this\ncertificate are subject to one or more agreements among shareholders or\nagreements between shareholders and Western Multiplex Corporation and may not\nbe sold or otherwise transferred except in accordance therewith.  Copies of\nsuch agreement or agreements may be obtained at the principal executive\noffices of Western Multiplex Corporation.'\n\n          SECTION 8.01.  Voting Agreements and Directors.  (a)  From and\nafter the date hereof, so long as The Trust and its Permitted Transferees do\nnot own in the aggregate at least 50% more shares of Common Stock than\nRipplewood and its Permitted Transferees own in the aggregate, The Trust and\nits Permitted Transferees:  (i) shall vote all of the shares of Common Stock\nheld by them (including, without limitation, shares acquired after the date\nhereof) in the same manner as the shares of Common Stock held by Ripplewood\nor WMC (in the case of MUX Common Stock) are voted on all matters acted upon\nat any annual or special meeting of shareholders or by written consent in\nlieu of a meeting and (ii) irrevocably constitutes and appoints the Person\nwho is at the time the Senior Managing Director and Chief Executive Officer\nof Ripplewood Holding his proxy to vote all of the shares of Common stock\nheld by The Trust or such Permitted Transferee in the same manner as the\nshares of Common Stock held by Ripplewood or WMC (in the case of MUX Common\nStock) are voted on all matters acted upon at any annual or special meeting\nof shareholders or by written consent in lieu of a meeting; provided that\nthis Section 8.01(a) shall be inapplicable with respect to any matters which\nwould both adversely affect the rights of the shares of Common Stock held by\nThe Trust or such Permitted Transferee and treat The Trust or such Permitted\nTransferee differently from other holders of shares of Common Stock (it being\nunderstood that a conversion of WMC to a limited liability company will not\nbe deemed to adversely affect the rights of The Trust or such Permitted\nTransferee and The Trust and its Permitted Transferees hereby agree that\ntheir shares of Common Stock will be voted in favor of any such action).  The\n\n                                     -14-\n\n\n \n\n \nvoting agreements and proxies granted pursuant to this Section 8.01(a) are\ncoupled with an interest and shall be valid for the term of this Agreement.\nThe Trust represents that it has not granted and is not party to any proxy,\nvoting trust or other agreement which in each case is inconsistent with or\nconflicts with the provisions of this Agreement, and The Trust and its\nPermitted Transferees shall not grant any proxy or become a party to any\nvoting trust or other agreement which in each case is inconsistent with or\nconflicts with the provisions of this Agreement.\n\n          (b) It is presently contemplated that each of the Boards of\nDirectors of WMC and Western Multiplex at the Closing will consist of\nSeedman, Jonathan N. Zakin, two designees of Ripplewood and the President of\nWestern Multiplex.\n\n          SECTION 9.01.  Preemptive Rights.  (a)  Except for (i) issuances of\npro rata dividends to all holders of Common Stock, (ii) stock issued to\nemployees, officers or directors of WMC or its subsidiaries (including,\nwithout limitation, Western Multiplex) in connection with management options\nor incentive plans approved by WMC's Board of Directors, (iii) stock issued\nin connection with any merger, acquisition, business combination, joint\nventure, partnership or limited liability company of WMC or its subsidiaries\n(including, without limitation, Western Multiplex), (iv) issuances pursuant\nto the exercise of the Warrants or pursuant to the exercise, conversion or\nexchange of any security whose issuance was subject to this Section 9.01(a),\nRipplewood and The Trust and their respective Permitted Transferees, in order\nto enable them to maintain their respective fully diluted percentage\nownership of the Common Stock (calculated as though WMC and Western Multiplex\nare a single entity), shall have preemptive rights, as hereinafter set forth,\nto purchase any capital stock (subject to the proviso below), including any\nwarrants or securities convertible into capital stock, of WMC hereafter\nissued by WMC so that each of Ripplewood and The Trust and their respective\nPermitted Transferees shall hereafter be entitled to acquire a percentage of\ncapital stock which is hereafter issued equal to the same percentage of the\nissued and outstanding Common Stock (calculated as though WMC and Western\nMultiplex are a single entity) as is held by such holder immediately prior to\nthe date on which the capital stock is to be issued, provided, however, that\nany shares of Common Stock or warrants or securities convertible into Common\nStock purchased by Ripplewood and its Permitted Transferees pursuant to this\nSection 9.01(a) shall be shares of or warrants or securities convertible into\nWMC Class B Common Stock and any shares of capital stock or warrants or\nsecurities convertible into capital stock purchased by The Trust and its\npermitted transferees pursuant to this Section 9.01(a) shall be shares of or\nwarrants or securities convertible into WMC Class A Common Stock.  As used\nherein, 'issue' (and variations thereof) includes sales and transfers by WMC\nof treasury shares.\n\n\n\n                                     -15-\n\n\n \n\n \n          (b)  WMC shall, before issuing any additional capital stock (other\nthan in accordance with the exceptions referred to in Section 9.01(a)\nhereof), give written notice thereof to Ripplewood and The Trust.  Such\nnotice shall specify what type of instrument WMC intends to issue and the\nconsideration which WMC intends to receive therefor.  For a period of twenty\n(20) days following receipt by Ripplewood and The Trust of such notice, WMC\nshall be deemed to have irrevocably offered to sell to each of them and their\nrespective Permitted Transferees a sufficient number of shares of such\ncapital stock so that each such holder, if such holder elects to acquire such\nshares as hereinafter set forth, shall be capable of acquiring the same\npercentage of shares of WMC Common Stock  as the percentage of outstanding\nCommon Stock beneficially owned by such holder at the time of such notice.\nIn the event any such offer is accepted, in whole or in part, by a holder,\nWMC shall sell such shares (which number may be adjusted downward on a pro\nrata basis if the original numbers of shares proposed to be issued is\nreduced) to such holder for the consideration and on the terms set forth in\nWMC's notice (given under the first two sentences of this paragraph).  In the\nevent that Ripplewood or Seedman or any of their respective Permitted\nTransferees elects not to, or fails to, exercise its rights under this\nSection 9.01 within the twenty (20) day period, then WMC may issue the shares\nof capital stock offered to, but not purchased by, such holder to third\npersons but only for the same consideration set forth in WMC's notice (given\nunder the first two sentences of this paragraph) and no later than sixty (60)\ndays after the expiration of such twenty day period.  The closing for such\ntransaction shall take place as proposed by WMC with respect to the shares of\ncapital stock proposed to be issued, at which closing WMC shall deliver\ncertificates for the shares of capital stock or other securities in the\nrespective names of the purchasers against receipt of the consideration\ntherefor.\n\n          SECTION 10.01.  Indemnification.  (a)  Scope.   (i) General Rule.\nTo the fullest extent permitted by law, WMC shall indemnify Seedman on an\nafter-tax basis against any liability incurred in connection with any\nproceeding in which Seedman may be involved as a party or otherwise by reason\nof the fact that Seedman is or was serving in an indemnified capacity,\nincluding, without limitation, liabilities resulting from any actual or\nalleged breach or neglect of duty, error, misstatement or misleading\nstatement or act giving rise to strict or products liability; provided that\nno indemnity shall be payable hereunder against any liability incurred by\nSeedman by reason of (i) Seedman's fraud, wilful violation of law, gross\nnegligence, breach of this Agreement or bad faith or (ii) the receipt by\nSeedman from WMC of a personal benefit to which Seedman is not legally\nentitled.\n\n          (ii)  Partial Payment.  If Seedman is entitled to indemnification\nin respect of a portion, but not all, of any liabilities to which Seedman may\n\n\n                                     -16-\n\n\n \n\n \nbe subject, WMC shall indemnify Seedman to the maximum extent legally\npermissible for such liabilities.\n\n          (iii)  Presumption.  The termination of a proceeding by judgment,\norder, settlement or conviction or upon a plea of nolo contendere or its\nequivalent shall not of itself create a presumption that the indemnified\nrepresentative is not entitled to indemnification under this Section\n10.01(a).\n\n          (iv)  Definitions.  For purposes of this Section 10.01: (i)\n'indemnified capacity' means any and all past, present and future service by\nSeedman in his capacity as a director of WMC or Western Multiplex, or, at the\nrequest of WMC or Western Multiplex, as a member, director, officer, manager,\nemployee, agent, fiduciary or trustee of another corporation, limited\nliability company, partnership, joint venture, trust, employee benefit plan\nor other entity or enterprise, (ii) 'liability' means any damage, judgment,\namount paid in settlement, fine, penalty, punitive damages, excise tax\nassessed with respect to any employee benefit plan, or cost or expense of any\nnature (including, without limitation, attorneys' fees and disbursements) and\n(iii) 'proceeding' means any threatened, pending or completed action, suit,\nappeal or other proceeding of any nature, whether civil, criminal,\nadministrative or investigative, whether formal or informal, and whether\nbrought by or in the right of WMC or Western Multiplex, its shareholders or\notherwise.\n\n          (b) Advancing Expenses.  To the fullest extent permitted by law,\nWMC shall pay the expenses (including, without limitation, attorneys' fees\nand disbursements) incurred in good faith by Seedman in advance of the final\ndisposition of a proceeding upon receipt of an undertaking by or on behalf of\nSeedman to repay the amount if it is ultimately determined that Seedman is\nnot entitled to be indemnified by WMC pursuant to this Section 10.01.\n\n          (c)  Securing of Indemnification Obligations.  To further effect,\nsatisfy or secure the indemnification obligations provided in this Section\n10.01 or otherwise, WMC may maintain insurance, obtain a letter of credit,\nact as self-insurer, create a reserve, trust, escrow, cash collateral or\nother fund or account, enter into indemnification agreements, pledge or grant\na security interest in any assets or properties of WMC, or use any other\nmechanism or arrangement whatsoever in such amounts, at such costs, and upon\nsuch other terms and conditions as WMC's Board of Directors shall deem\nappropriate.\n\n          (d)  Scope.  The rights granted by this Section 10.01 shall not be\ndeemed exclusive of any other rights to which those seeking indemnification,\ncontribution or advancement of expenses may be entitled under any statute,\nagreement, vote of shareholders or disinterested shareholders or otherwise,\nboth as to action in an indemnified capacity and as to action in any other\n\n                                     -17-\n\n\n \n\n \ncapacity.  The indemnification, contribution and advancement of expenses\nprovided by or granted pursuant to this Section 10.01 shall continue as to\nSeedman after he has ceased to be a director of WMC in respect of matters\narising prior to such time, and shall inure to the benefit of the successors,\nheirs, executors, administrators and personal representatives of Seedman.\n\n          (e)  D&amp;O Insurance.  WMC and Western Multiplex shall provide\ndirectors' liability insurance for Seedman in his capacity as a director of\nWMC and Western Multiplex under the same insurance policy covering Ripplewood\ndesignees to the Board of Directors of WMC and Western Multiplex, or under a\ndifferent policy providing the same level of coverage as such policy.\n\n          SECTION 11.01.  Termination of Seedman's Position as Director.\nSeedman's position as a director shall terminate:\n\n          (a)  upon written notice by WMC to Seedman or Western Multiplex to\n     Seedman of WMC's termination of Seedman as a director hereunder for\n     'cause', which shall exist upon the occurrence of any of the following:\n     (i) Seedman is convicted of, pleads guilty to, confesses to, or enters a\n     plea of nolo contendere to,  any felony or any crime that involves moral\n     turpitude or any act of fraud, misappropriation or embezzlement; (ii)\n     Seedman has engaged in a fraudulent act to the damage or prejudice of\n     Ripplewood, WMC, Western Multiplex or any of their respective\n     Affiliates; (iii) any act or omission by Seedman involving malfeasance\n     or gross negligence in the performance of Seedman's duties hereunder\n     and, within 30 days after written notice from WMC of any such act or\n     omission, Seedman has not corrected such act or omission; (iv) Seedman\n     otherwise fails to comply with the terms of this Agreement or deviates\n     from any written policies or directives of the WMC Board of Directors\n     and, within 30 days after written notice from WMC of such failure or\n     deviation, Seedman has not corrected such failure or deviation; (v) the\n     death of Seedman; or (vi) Seedman becomes mentally or physically\n     disabled (as reasonably determined by an independent physician selected\n     by WMC); or (vii) as provided in Section 1.01(c) of this Agreement;\n\n          (b)  upon 60 days prior written notice by WMC to Seedman or Western\n     Multiplex to Seedman of WMC's termination of Seedman as a director\n     hereunder (other than for cause pursuant to Section 11.01(a)); or\n\n          (c)  upon 60 days prior written notice by Seedman to WMC or Western\n     Multiplex of Seedman's termination of his position as director\n     hereunder.\n\n          (d)  upon termination of Seedman's position as director with WMC or\n     Western Multiplex pursuant to Section 11.01(a), (b) or (c), Seedman's\n     position as director with the other company (i.e., Western Multiplex or\n\n                                     -18-\n\n\n \n\n \n     WMC) shall automatically terminate and be deemed terminated pursuant to\n     such same Section.\n\n          SECTION 12.01.  Termination.  This Agreement (other than Sections\n3.01, 4.01 and 10.01) shall terminate when The Trust no longer owns any\nshares of Common Stock or any Warrants; provided that The Trust disposes of\nall of its shares of Common Stock in accordance with the terms of this\nAgreement.  Notwithstanding the foregoing, Sections 5.01(a), 6.01 (other than\nSections 6.01(b)(D), 6.01(d)(iii) and 6.01(h)) and 9.01 of this Agreement\nshall terminate upon an initial public offering of the Common Stock.\n\n          SECTION 13.01.  Representation and Warranties.\n\n          (a)   The Trust Representations and Warranties.  The Trust\n     represents and warrants to Ripplewood and WMC:\n\n          (i)  The Trust acknowledged that the Common Stock and the Warrants\nare subject to the restrictions on transferability contained in this\nAgreement, and the Common Stock and Warrants cannot be transferred, sold or\notherwise disposed of, except in accordance with such restrictions and that\nany transfer that does not comply with such restrictions shall be void and\nshall not bind WMC.\n\n          (ii)  The Trust acknowledges that he has been advised that (i) a\nrestrictive legend in the form heretofore set forth shall be placed on the\ncertificates representing the Common Stock and that a restrictive legend in\nthe form set forth in the Warrants is contained therein and (ii) a notation\nshall be made in the appropriate records of WMC indicating that the Common\nStock and Warrants are subject to restrictions on transfer and appropriate\nstop transfer restrictions will be issued to WMC's transfer agent with\nrespect to the Common Stock.  The Trust also acknowledges that (1) the Common\nStock and the Warrants must be held indefinitely and The Trust must continue\nto bear the economic risk of the investment in the Common Stock and the\nWarrants unless a transfer or exercise, as the case may be, is permitted\nunder the terms of this Agreement, (2) when and if shares of the Common Stock\nmay be disposed of pursuant to the terms hereof without registration in\nreliance on Rule 144 of the rules and regulations promulgated under the\nSecurities Act, such disposition can be made only in limited amounts in\naccordance with the terms and conditions of such Rule and (3) if the Rule 144\nexemption is not available, sale without registration will require compliance\nwith some other exemption under the Act.\n\n          (iii)  The Trust further represents and warrants that with respect\nto the Common Stock and Warrants to be purchased hereunder (i) The Trust is\nan 'Accredited Investor' (as such term is defined in Rule 501(a) promulgated\nunder the Securities Act), (ii) The Trust has been given the opportunity to\nobtain any additional information or documents and to ask questions and\n\n                                     -19-\n\n\n \n\n \nreceive answers about such documents, WMC and the business and prospects of\nthe WMC as The Trust deems necessary to evaluate the merits and risks related\nto an investment in the Common Stock and Warrants, and no representations\nconcerning such matters or any other matters have been made to The Trust\nexcept as set forth in this Agreement, (iii) The Trust's net worth and\nfinancial condition is such that The Trust can afford to bear the economic\nrisk of holding the unregistered Common Stock and Warrants for an indefinite\nperiod of time and has adequate means for providing for The Trust's current\nneeds and contingencies, (iv) The Trust can afford to suffer a complete loss\nof The Trust's investment in the Common Stock and Warrants, (v) all\ninformation which The Trust has provided to WMC concerning The Trust and The\nTrust's financial position is correct and complete in all material respects\nas of the date of this Agreement, (vi) The Trust understands and has taken\ncognizance of all risk factors related to the purchase of the Common Stock\nand Warrants, (vii) The Trust's knowledge and experience in financial and\nbusiness matters are such that The Trust is capable of evaluating the merits\nand risks of the purchase of the Common Stock and Warrants as contemplated by\nthis Agreement and (viii) The Trust is acquiring the Common Stock and\nWarrants for The Trust's own account.\n\n          (iv)  The Trust has all requisite legal capacity to acquire and\nhold the Common Stock and Warrants and to execute, deliver and comply with\nthe terms of each of the documents required to be executed and delivered by\nThe Trust in connection with the purchase of Common Stock and Warrants.  The\nexecution and delivery by The Trust, and compliance by The Trust with, this\nAgreement, and each other document required to be executed and delivered by\nThe Trust in connection with the purchase of Common Stock and Warrants does\nnot conflict with, or constitute a default under, any instruments governing\nThe Trust, any law, regulation or order, or any agreement to which The Trust\nis a party or by which The Trust is bound.  This Co-Investment Agreement has\nbeen duly executed by The Trust and constitutes a valid and legally binding\nagreement of The Trust.\n\n          (b)   WMC Representations and Warranties.  WMC represents and\n     warrants to The Trust:\n\n          (i)  This Agreement has been duly authorized, executed and\ndelivered by Ripplewood and WMC.  The execution and delivery by Ripplewood\nand WMC, and compliance by Ripplewood and WMC with, this Agreement, and each\nother document required to be executed and delivered by Ripplewood and WMC in\nconnection with the purchase of Common Stock and Warrants does not conflict\nwith, or constitute a default under, any instruments governing Ripplewood or\nWMC, as the case may be, any law, regulation or order, or any agreement to\nwhich Ripplewood or WMC, as the case may be, is a party or by which\nRipplewood or WMC, as the case may be, is bound. This Co-Investment Agreement\nhas been duly executed by Ripplewood and WMC and constitutes a valid and\nlegally binding agreement of Ripplewood and WMC.\n\n                                     -20-\n\n\n \n\n \n          (ii)  The Common Stock to be issued pursuant to Section 2.01, the\nWarrants and any shares of Common Stock issued upon exercise of the Warrants,\nwhen issued and delivered in accordance with the terms hereof, will be duly\nauthorized and validly issued, fully paid and nonassessable.  Upon transfer\nof the purchase price by The Trust to WMC, good and valid title to the Common\nStock and the Warrants will pass to The Trust, free and clear of any liens\nother than the restrictions on transferability described in this Agreement\nand by federal and state securities laws.\n\n          (iii)  As of the Closing Date, the authorized capital stock of WMC\nwill consist of 100,000,000 shares of Class A Common Stock and 100,000,000\nshares of Class B Common Stock.  As of the Closing Date, the issued and\noutstanding capital stock of WMC is expected to be as set forth on Annex I\nhereto, subject to change due to the adjustment mechanisms in the Redemption\nand Purchase Agreement or there being additional cash available (thereby\nreducing the amount of capital to be contributed by Ripplewood).  All shares\nof Common Stock to be purchased by Ripplewood on the Closing Date will be\npurchased for a cash purchase price of $.50 per share.  Except for the\nEmployment and Co-Investment Agreement among WMC, Ripplewood, Western\nMultiplex, Seaview Holdings, L.L.C. and Jonathan N. Zakin of even date\nherewith, the Warrants and options or warrants issued to management of\nWestern Multiplex in connection with the acquisition of Western Multiplex as\nunanimously approved by WMC's Board of Directors, there are no options,\nwarrants, rights, convertible or exchangeable securities, 'phantom' stock\nrights, stock appreciation rights, stock-based performance rights or contract\nof any kind to which WMC or Ripplewood is a party or by which either of them\nis bound (i) obligating WMC to issue, deliver or sell, or cause to be issued,\ndelivered or sold, additional shares of capital stock or other equity\ninterests in, or any security convertible or exchangeable into any capital\nstock or other interest in WMC, (ii) obligating WMC to issue, grant, extend\nor enter into such option, warrant, call, right, security or contract, or\n(iii) that give any person the right to receive any economic benefit or right\nsimilar to or derived from the economic benefits and rights accruing to\nholders of Common Stock.\n\n          SECTION 14.01.  General Provisions.  (a)  Amendments.  This\nAgreement may not be amended except by an instrument in writing signed by the\nparties hereto.\n\n          (b)  Entire Agreement; No Third-Party Beneficiaries; Assignment.\nThis Agreement constitutes the entire agreement and supersedes all prior\nagreements and understandings, both written and oral, among the parties with\nrespect to the subject matter hereof, and is not intended to confer upon any\nperson other than the parties hereto any rights or remedies hereunder.\nWithout limiting the foregoing, to the extent any of the provisions of this\nAgreement are inconsistent with the terms of the Prior Agreement, the terms\nof this Agreement shall control and the terms of the Prior Agreement will not\n\n                                     -21-\n\n\n \n\n \nhave any force or effect.  Neither this Agreement, nor any of the rights,\ninterests or obligations hereunder shall be assigned or transferred by any\nparty without the prior written consent of the other parties hereto, except\nas provided in Section 14.01(h) and except that Ripplewood may assign, in its\nsole discretion, any or all of its rights and obligations to any direct or\nindirect Affiliate of Ripplewood Holdings; provided that no assignment by\nRipplewood shall limit or affect the assignor's obligations hereunder.\nSubject to the preceding sentence, this Agreement will be binding upon, inure\nto the benefit of and be enforceable by the parties and their respective\nsuccessors and assigns.  Any attempted assignment in violation of this\nAgreement shall be void and of no force and effect.\n\n          (c)  Notices.  All notices or other communications required or\npermitted by this Agreement shall be made in writing and any such notice or\ncommunication shall be deemed delivered when delivered in person, transmitted\nby telecopier, or one business day after it has been sent by a nationally\nrecognized overnight courier, at the address for notices as follows:\n\n            (i)     if to Ripplewood,\n\n                    Ripplewood Holdings L.L.C.\n                    One Rockefeller Plaza\n                    32nd Floor\n                    New York, New York 10020\n                    Attention:  Mr. Timothy C. Collins\n                                Mr. Jeffrey Hendren\n                    Facsimile:  (212) 582-4110\n\n                    with a copy to\n\n                    Simpson Thacher &amp; Bartlett\n                    3373 Hillview Avenue\n                    Suite 250\n                    Palo Alto, California 94304\n                    Attention:  Mr. Daniel Clivner, Esq.\n\n           (ii)     if to WMC or Western Multiplex,\n\n                    WMC Holding Corp.\n                    One Rockefeller Plaza\n                    32nd Floor\n                    New York, New York 10020\n                    Attention:  Mr. Timothy C. Collins\n                                Mr. Jeffrey Hendren\n                    Facsimile:  (212) 582-4110\n\n\n\n                                     -22-\n\n\n \n\n \n                    with a copy to Ripplewood at its address set forth above\n                    and a copy to Simpson Thacher &amp; Bartlett at its address\n                    set forth above.\n\n          (iii)     if to The Trust or Seedman,\n\n                    __________________________\n\n                    __________________________\n\n                    __________________________\n                    Attention:  Mr. Michael Seedman\n                    Facsimile:  847-831-8826\n\n                    with a copy to\n\n                    Weil Gotshal &amp; Manges\n                    2882 Sand Hill Road\n                    Suite 280\n                    Menlo Park, CA  94025\n                    Attention:  Mr. Richard Millard, Esq.\n                    Facsimile: (650) 854-3713\n\n          Communications by telecopier also shall be sent concurrently by\nfirst class mail or overnight courier, but shall in any event be effective as\nstated above.  Each party may from time to time change its address for\nnotices under this Section 14.01(c) by giving at least five days' notice of\nsuch changed address to the other parties hereto.\n\n          (d)  Counterparts.  This Agreement may be executed in one or more\ncounterparts, all of which shall be considered one and the same agreement,\nand shall become effective when one or more of the counterparts have been\nsigned by each of  the parties and delivered to the other parties, it being\nunderstood that all parties need not sign the same counterpart.\n\n          (e)  Headings.  The headings contained in this Agreement are for\nreference purposes only and shall not affect in any way the meaning or\ninterpretation of this Agreement.\n\n          (f)  Governing Law.  This letter shall be governed by, and\nconstrued in accordance with, the laws of the State of New York applicable to\ncontracts executed and to be performed entirely within such states.\n\n          (g)  Obligations of WMC.  Neither The Trust, Seedman or Ripplewood\nwill have any liability or obligation to any other party for the failure of\nWMC to perform any of its obligations hereunder.\n\n\n                                     -23-\n\n\n \n\n \n          (h)  Conversion to LLC.  Each of Seedman and The Trust acknowledges\nand agrees that WMC shall have the right to convert to a limited liability\ncompany and\/or distribute to the shareholders of WMC all of the capital stock\nof Western Multiplex held by WMC.  In the event of any distribution of the\ncapital stock of Western Multiplex held by WMC, (x) the holders of WMC Class\nA Common Stock may receive shares of MUX Class A Common Stock having the same\nrelative rights as the WMC Class A Common Stock and the holders of WMC Class\nB Common Stock may receive shares of MUX Class B Common Stock having the same\nrights as the WMC Class B Common Stock, provided that the MUX Class B Common\nStock may also be held by the current stockholders of Western Multiplex and\ntheir transferees, (y) Western Multiplex shall assume all rights and\nobligations of WMC hereunder and be deemed to be 'WMC' hereunder and all\nreferences to 'WMC Common Stock' shall be deemed references to 'MUX Common\nStock' and (z) to the extent WMC is dissolved and Seedman's position as\ndirector with WMC is thereby terminated, Seedman's position as director with\nWMC shall not be deemed to have terminated for purposes of this Agreement.\n\n          (i)  Capitalization.  Whenever WMC issues shares of WMC Class A\nCommon Stock or WMC Class B Common Stock, WMC shall use the proceeds to\npurchase the same number of shares of the equivalent class of MUX Common\nStock.  In the event either of WMC or Western Multiplex effects a stock\nsplit, reclassification, recapitalization or any other subdivision,\ncombination or consolidation of its outstanding shares of WMC Common Stock or\nMUX Common Stock, as the case may be, the other company shall effect an\nequivalent stock split, reclassification, recapitalization, subdivision,\ncombination or consolidation such that a share of WMC Common Stock is\neconomically comparable to a share of MUX Common Stock.\n\n          (j)  Treatment as Single Entity.  Except as expressly provided in\nthis Agreement, where this Agreement makes reference to treating Western\nMultiplex and WMC as a single entity, they will be treated as a single entity\nso that the percentage owned by a person will be the percentage equivalent of\na fraction, the numerator of which is the number of outstanding shares of\nCommon Stock owned by such person and the denominator of which is the\naggregate number of outstanding shares of Common Stock minus the number of\noutstanding shares of MUX Common Stock that are owned by WMC; for these\npurposes, all shares issuable upon exercise of options, warrants or other\nrights to acquire Common Stock that are then exercisable shall be deemed\noutstanding.\n\n          (k)  Business.  WMC will not hold any assets or conduct any\nbusiness other than its ownership of capital stock of Western Multiplex and\nreceipt of any cash dividends or distributions in respect thereof.\n\n          (l)  Legal Expenses.  WMC shall pay the reasonable legal fees and\nexpenses payable to Weil Gotshal &amp; Manges by Seedman and The Trust incurred\nas a result the negotiation and execution of this Agreement.\n\n                                     -24-\n\n\n \n\n \n          (m)  Effectiveness.  This Agreement shall be effective as of the\ndate set forth above without the signature of Western Multiplex Corporation.\nAt the Common Stock Closing, WMC shall cause Western Multiplex to execute and\ndeliver this Agreement.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                     -25-\n\n\n \n\n \n          IN WITNESS WHEREOF, Ripplewood, WMC, The Trust and Seedman have\nduly executed this Agreement as of the date first written above.\n\n\n\n                               RIPPLEWOOD PARTNERS L.P.\n\n                               by\n\n\n                               \/s\/  Jeffrey M. Hendren\n                               ------------------------------\n                               Name:  Jeffrey M. Hendren\n                               Title:  Principal\n\n\n                               WMC HOLDING CORP.,\n\n                               by\n\n\n                               \/s\/  Jeffrey M. Hendren\n                               ------------------------------\n                               Name:  Jeffrey M. Hendren\n                               Title: Vice President\n\n\n                               THE MICHAEL AND ROBERTA SEEDMAN\n                               REVOCABLE TRUST\n\n                               by\n\n                               \/s\/  Michael Seedman\n                               ------------------------------\n                               Name:  Michael Seedman\n                               Title: Trustee\n\n\n\n                               \/s\/  Michael Seedman\n                               -----------------------------\n                               MICHAEL SEEDMAN\n\n\n\n\n\n\n                                     -26-\n\n\n \n\n \n     IN WITNESS WHEREOF, Western Multiplex has duly executed this Agreement\nas of November 1, 1999.\n\n\n                               WESTERN MULTIPLEX CORPORATION,\n\n                               by\n\n\n                               \/s\/  Jeffrey M. Hendren\n                               -----------------------------\n                               Name:  Jeffrey M. Hendren\n                               Title:  Vice President\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                     -27-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9318],"corporate_contracts_industries":[9516],"corporate_contracts_types":[9622,9627],"class_list":["post-43347","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__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43347","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=43347"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43347"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43347"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43347"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}